Empress Royalty Corp Acquires Tongon Gold Stream

Empress Royalty Corp. has entered into a significant agreement to acquire a gold stream from Appian Tongon Streamco Ltd. on the Tongon Gold Mine in Côte d'Ivoire, owned and operated by the Atlantic Group. The transaction, which is expected to substantially increase Empress’s gold ounces, revenue, and cash flow, is a pivotal move for the company.

Under the Stream Purchase Agreement (SPA), Empress Royalty Corp.’s wholly-owned subsidiary, Empress Royalty Holding Corp., will pay an upfront cash payment of US$62 million to Appian Tongon Streamco Ltd. for a 3.58% interest in the gold stream from Tongon until 400,000 cumulative ounces of gold have been produced since January 31, 2026. The stream percentage then steps down to 2.93% of payable gold production until 600,000 cumulative ounces have been delivered, and continues at 0.81% of payable gold production for the remainder of the stream term of approximately 29 years from the date of the acquisition.

Empress Holdings will receive 0.5% of the gold market price as payment for each ounce of gold delivered under the stream. Additionally, the seller may receive contingent payments of US$40 per ounce produced when off-taker deliveries reach 400,000 ounces following closing, with a cap of US$19 million in aggregate. The seller may also receive participation payments equal to 35% of Empress Holdings' stream economics attributable to annual Tongon gold production above 51,000 ounces during the period following the contingent payments reaching its cap through 2040.

Empress Holdings has secured a US$75 million senior secured credit facility from Appian Empire Loanco Ltd. to partially fund the investment. The credit facility includes an initial draw of US$55 million at closing to fund the investment and a further US$20 million commitment to fund future royalty and stream acquisitions. The balance of the investment and closing costs will be funded from Empress’s existing cash resources.

Empress Royalty Corp. CEO and President, Alexandra Woodyer Sherron, stated, "This will be a transformational transaction for Empress. The Tongon Gold Stream is expected to substantially increase our gold ounces, revenue, and cash flow from an established producing mine. Additionally, our due diligence has identified significant opportunity for continued reserve replacement and successful exploration, providing additional long-term value to Empress."

Mr. ABISSA Kouakou Anzoua, CEO of the Atlantic Group, added, "We are pleased to welcome Empress as the long-term streaming partner for Tongon. We value the specialist precious-metals financing expertise and partnership approach they bring in support of our objectives. Tongon is a cornerstone asset for Atlantic Group, and this transaction supports the next phase of our plans for the mine."

The transaction is subject to customary conditions, including completion of confirmatory due diligence, satisfaction of the credit facility requirements, receipt of required corporate, counterparty, regulatory, and TSX Venture Exchange approvals, confirmation of the applicable security and intercreditor arrangements, and the absence of a material adverse change. Closing of the investment and credit facility is expected to occur shortly.