Empress Royalty Corp. press release

Empress Announces Closing of Tongon Gold Stream Investment and Debt Financing

2026-10-19

TSXV - TSX Venture Exchange · Gold · Silver · Copper · Lead · Zinc · Canada · Financing

VANCOUVER, BC / ACCESS Newswire/ October 19, 2026 / Empress Royalty Corp. (TSXV:EMPR)(OTCQX:EMPYF) ("Empress" or the "Company") is pleased to announce it has closed its previously announced acquisition of a gold stream (the "Stream") on the Tongon Gold Mine ("Tongon") in Côte d'Ivoire, owned and operated by the Atlantic Group, and has completed the related debt financing (together, the "Transaction") with Appian Capital Advisory ("Appian").

"With the Tongon gold stream investment and the Appian debt financing complete,_performance is what matters next," _stated Alexandra Woodyer Sherron, CEO and President of Empress. "We have raised our 2026 production guidance range between 8,000 and 8,500 attributable gold equivalent ounces. Our focus now is on receiving the first gold deliveries and demonstrating the stream's contribution in our results."

"The Tongon gold stream investment combines an established gold mine with an active exploration programme to extend the mine plan," stated David Rhodes, Executive Chairman of Empress. "Atlantic is currently drilling across multiple deposits and advancing near-mine targets. We acquired the stream on a conservative base case supported by an independent technical review, and we see considerable scope for Tongon to increase production and deliver more gold under the stream."

TONGON INVESTMENT

The Stream was acquired by the Company's wholly owned subsidiary, Empress Royalty Holding Corp. ("Empress Holdings"), from Appian Tongon Streamco Ltd. for an upfront cash payment of US$62M. In addition, the seller may receive certain contingent payments and participation payments as detailed in the Company's news release dated September 17, 2026.

Under the Stream, Empress Holdings is entitled to receive 3.58% of payable gold production from Tongon until 400,000 cumulative ounces have been delivered, stepping down to 2.93% until 600,000 cumulative ounces have been delivered, and thereafter continuing at 0.81% for the remainder of the approximately 29-year Stream term. Empress Holdings will pay 0.5% of the prevailing gold market price for each ounce of refined gold delivered. Full terms of the Transaction can be found in the Company's news release dated September 17, 2026, https://www.empressroyalty.com/news/160895.

TONGON EXPLORATION PROGRAM

Empress' investment in Tongon comes at a time of significant exploration and mine planning activity as reported by Atlantic. During 2025 approximately 156,649 metres of drilling was completed across 2,695 drill holes. Following Atlantic Group's acquisition of Tongon, exploration has continued across the Tongon mine area and nearby Fonondara, where an exploration permit has been granted, representing an important step toward potential future development. A two-year exploration program comprising of approximately 180,000 metres of drilling is being advanced across priority targets.

Atlantic has reported recent exploration has advanced near mine targets including Nagra and Haller. At Nagra, Phase 2 drilling comprised of 56 reverse circulation holes totalling 7,311 metres, while work at Haller has continued to test a broader mineralized corridor. Beyond these targets, seven new targets have been identified and delineated across the Nielle trend and Fonondara, and five existing targets have been upgraded following additional exploration.South Zone, Mercator and Djinni remain optimized using a gold price of US$1,850 per ounce and have not yet been re optimized using the higher gold price assumptions applied to certain other Tongon targets. Re optimization at higher gold prices may result in changes to ore tonnes, waste and recovered ounces. Current work prioritizes non-carbonaceous material, which is expected to yield better recoveries, while pilot testing on carbonaceous material is continues as a separate potential source of upside.

An updated life of mine plan is currently expected by December 2026 which will incorporate the results from the ongoing exploration and mine planning work. Empress does not fund exploration, operating or capital costs at Tongon and participates in additional gold production from areas covered by the Stream in accordance with its terms. Empress has established a direct relationship with Tongon management and looks forward to building on it as the program advances.

2026 PRODUCTION GUIDANCE UPDATE

Following the successful closing of the Tongon stream acquisition, Empress is pleased to update its full-year 2026 production guidance. The addition of the Tongon gold stream substantially increases the Company's attributable gold equivalent production and immediate revenue profile. Consequently, Empress is revising its 2026 guidance upward to between 8,000 and 8,500 attributable Gold Equivalent Ounces (GEOs), compared to the previously issued guidance of 7,045 to 7,430 GEOs. The Company's guidance continues to reflect operator projections, historical operational performance, and internal estimates, and remains subject to quarterly review as operational milestones are achieved_._

APPIAN CREDIT FACILITY

Empress Holdings, as borrower, drew US$55M on closing under its US$75M senior secured credit facility (the "Credit Facility") with Appian to partially fund the acquisition. A further US$20M remains available under the Credit Facility for 12 months following closing to fund future royalty and stream acquisitions. The balance of the purchase price and closing costs was funded from Empress' existing cash resources

In connection with the initial US$55M draw, the Company has issued 3,520,815 warrants (the "Appian Warrants") to the lender representing 2.2% of the Company's common shares as of the closing date on a fully diluted basis, after having given effect to the Appian Warrants. The Appian Warrants have an exercise price of $1.17 per share, expire on the maturity date of the Credit Facility, being 36-months from the date of closing, and are exercisable on a cash or cashless basis. The issuance of the Appian Warrants remains subject to the final acceptance of the TSX Venture Exchange (the "TSXV").

ATLANTIC STRENGTHENS FINANCIAL POSITION

Atlantic Group has refinanced its Appian debt facility through a US$120M bridge facility from Rand Merchant Bank ("RMB"), with a further US$30M available. The new financing gives Atlantic additional capacity to support the continued development of Tongon while advancing the expansion and diversification of its growing mining portfolio.

RMB is the corporate and investment banking division of FirstRand Bank Limited and has financed African mining businesses since 1977. Its recent track record includes a US$180M mining acquisition bridge in Côte d'Ivoire and a lead role in arranging a US$500M financing package for a gold producer in Ghana. For Atlantic, the relationship brings together additional financial flexibility and a lender with substantial regional mining experience. At Tongon, that flexibility can support continued investment in the operation and allow Atlantic to advance near-mine opportunities where exploration and technical work support their inclusion in the mine plan.

ADVISORY FEES

In connection with the Transaction, the Company has paid aggregate advisory fees of US$2,690,000 to certain advisors in cash and common shares (the "Fee Shares") of the Company. The number of Fee Shares issuable was determined by reference to the applicable Bank of Canada U.S./Canadian dollar exchange rate and the Company's 20-day volume weighted average trading price on the TSXV. An aggregate of 2,158,458 Fee Shares were issued at a price of $0.97 per Fee Share, of which 1,585,512 Fee Shares were issued to Endeavour Financial (Cayman) Limited ("Endeavour"), with the balance issued to Jasper Management & Advisory Corp., which is at arm's length to the Company. The Fee Shares are subject to a statutory hold period ending on February 17, 2027.

Endeavour is a "related party"of the Company within the meaning of Multilateral Instrument 61-101 - _Protection of Minority Security Holders in Special Transactions_("MI 61-101"), as David Rhodes, Executive Chairman of the Company, is a director and shareholder of Endeavour. Accordingly, the issuance of the Fee Shares to Endeavour constitutes a "related party transaction" under MI 61-101. The Company is relying on the exemptions from the formal valuation requirement in section 5.5(a) and the minority approval requirement in section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of, nor the consideration for, the Fee Shares issued to Endeavour exceeds 25% of the Company's market capitalization. The issuance was approved by the board of directors, with David Rhodes having declared his interest and abstained from voting. Given the timing of closing, the Company did not file a material change report at least 21 days before the issuance of the Fee Shares, which the Company considers reasonable and necessary in the circumstances.

QUALIFIED PERSON

Grant Carlson, P. Eng of Fuse Advisors, a Qualified Person as defined by National Instrument 43-101 and a consultant to Empress, has reviewed and approved the scientific and technical disclosure contained in this news release.

The Qualified Person's review does not constitute independent verification of all technical and operating information prepared or reported by the owner or operator of Tongon.

ABOUT EMPRESS ROYALTY

Empress is a global royalty and streaming company providing investors with a diversified portfolio of gold and silver investments. The Company has a strategic partnership with Endeavour Financial which allows Empress to not only access global investment opportunities but also bring unique mining finance expertise and deal structuring. Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.

ON BEHALF OF EMPRESS ROYALTY CORP.

Per: Alexandra Woodyer Sherron, CEO and President

For further information, please visit our website at www.empressroyalty.com, or contact us by email at info@empressroyalty.comor by phone at +1.604.331.2080.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

The information contained herein includes "forward-looking statements" and "forward looking information" as defined under applicable Canadian securities laws ("forward-looking statements"). Forward-looking statements and information can generally be identified by the use of terms such as "may", "will", "should", "expect", "intend", "estimate", continue", "believe", "plans", "anticipate" or similar terms.

Forward-looking information and statements include, but are not limited to, statements with respect to the activities, events or developments that Empress Royalty Corp. ("Empress" or the "Company") expects or anticipates will or may occur in the future, including those regarding the Credit Facility and the Acquisition, future growth and ability to create new streams or royalties, the development and focus of the Company , its acquisition strategy, the plans and expectations of the operators of the projects underlying its interests, including the proposed advancement and expansion of such projects; the results of exploration, development and production activities of the operators of such projects; and the Company's expectations regarding future revenues.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about Empress's business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions and although the assumptions made by the Company in providing forward-looking information and statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate. Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of Empress to differ materially from any projections of results, performances and achievements of Empress including, without limitation, any inability of the operators of the properties underlying the Company's royalty and stream interests to execute proposed plans for such properties or to achieve planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, risks related to international operations, government relations and environmental regulation, uncertainty relating to the availability and costs of financing needed in the future and the Company's ability to carry out its growth plans as well as the impact of the COVID-19 pandemic and other related risks and uncertainties. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the annual information form of Empress for the year ended December 31, 2025, and its other publicly filed documents under it profile a www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information and statements. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws. Disclosure relating to properties in which Empress holds royalty or stream interests is based on information publicly disclosed by the owners or operators of such properties. The Company generally has limited or no access to the properties underlying its interests and is largely dependent on the disclosure of the operators of its interests and other publicly available information. The Company generally has limited or no ability to verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. In addition, certain information publicly reported by operators may relate to a larger property than the area covered by the Company's interest, which often may only apply to a portion of the overall project area or applicable mineral resources or reserves.

SOURCE: Empress Royalty Corp.

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