BULLETIN V2026-3280
EMPRESS ROYALTY CORP. ("EMPR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement; Shares for Bonuses
BULLETIN DATE: October 21, 2026
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement
The TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition of an interest in the Gold Stream on the Tongon Gold Mine (the "Mine") in C te d'Ivoire, owned and operated by the Atlantic Group (the "Stream"), pursuant to a Stream Purchase Agreement dated September 17, 2026 (the "Agreement") among the Company, Empress Royalty Holding Corp. ("Empress Holdings") and Appian Tongon Streamco Ltd. (the "Seller").
Pursuant to the Agreement, the Company's wholly-owned subsidiary Empress Holdings will acquire the Seller's interest in the Stream with the Company acting as guarantor. The Stream entitles the holder to receive 3.58% of payable gold production from the Mine until 400,000 cumulative ounces have been delivered, then 2.93% of payable gold production from the Mine until 600,000 cumulative ounces have been delivered, and then 0.81% of payable gold production for the remainder of the Stream's term. At closing, the Seller delivered a duly executed Assignment Agreement transferring its entire interest in the Stream to Empress Holdings.
The consideration for the Stream is an upfront cash payment of US$62,000,000, plus post-closing payments comprised of: (1) contingent payments of US$40 per ounce of gold produced, once the Mine has made deliveries of 400,000 ounces since the closing date, capped at US$19,000,000, and (2) participation payments of 35% of the net Stream margin per ounce on annual production exceeding 51,000 ounces until the end of 2040 subject to certain buyback rights specified in the Agreement. If either the contingent payments or participation payments exceed the value of gold Empress Holdings receives for the corresponding period, the excess will be deferred to the next payment period.
Concurrent with this Agreement, the Company entered into a Loan Agreement for a US$75,000,000 senior secured credit facility with an affiliate of the Seller. The acquisition will be funded by an initial draw of US$55,000,000 under the credit facility, with the remaining balance funded from the Company's existing cash resources.
No finder's fee was paid. Advisory fees of US$2,690,000 were paid on closing to certain advisors in connection with the Transaction comprised of cash and 2,158,458 fee shares at a price of $0.97 per share.
For further details, please refer to the Company's news releases dated September 17, 2026, and October 19, 2026.
Shares for Bonuses
Loan Value: US$55,000,000
Bonus Securities: Shares Warrants
Recipients (Aggregate) N/A 3,520,815
Commission Terms: Each non-transferable warrant is exercisable at $1.17 for a 36-month period.
Disclosure: Refer to the Company's news releases dated September 17, 2026 and October 19, 2026.
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