Empress Announces Agreement to Acquire Tongon GOLD Stream and Secures Debt Financing
WWW.EMPRESSROYALTY.COM PAGE 1
NEWS RELEASE | SEPTEMBER 17 , 202 6 | VANCOUVER , BC
EMPRESS ANNOUNCES AGREEMENT TO ACQUIRE TONGON
GOLD STREAM AND SECURES DEBT FINANCING
VANCOUVER, B.C. – September 17, 2026 - Empress Royalty Corp. (TSXV: EMPR | OTCQX: EMPYF)
(“Empress” or the “Company”) is pleased to announce its wholly -owned subsidiary, Empress
Royalty Holding Corp. (“Empress Holding s”) entered into a Stream Purchase Agreement (the
“SPA”) today with Appian Tongon Streamco Ltd. (the “Seller”, “Appian”) to acquire its interest in
the gold stream (the “Stream”) on the Tongon Gold Mine (“Tongon”) in Côte d’Ivoire, owned and
operated by the Atlantic Group, for an upfront cash payment of US$62M (the “Investment”).
In addition, Empress Holdings, as the Borrower, entered into a US$75M senior secured, credit
facility (the “Credit Facility”) today with Appian Empire Loanco Ltd. (the “Lender”, “Appian”). The
Credit Facility provides for an initial draw of US$55M at closing to partially fund the Investment
and a further US$20M commitment to fund future royalty and stream acquisitions. The balance
of the Investment and closing costs will be funded from Empress’ existing cash resources.
“This will be a transformational transaction for Empress,” stated Alexandra Woodyer Sherron,
CEO and President of 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 continue d reserve replacement and
successful exploration providing additional long -term value to Empress. The US$75M credit
facility provides Empress with the financial capacity to complete this Investment while preserving
our liquidity and limiting shareholder dilution. It also provides additional capital to pursue future
royalty and stream opportunities as we continue to build scale and quality of the Empress
portfolio.”
"We are pleased to welcome Empress as the long-term streaming partner for Tongon," stated Mr
ABISSA Kouakou Anzoua, CEO of the Atlantic Group. "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. Our st rategy is centered on sustained investment in exploration and reserve
replacement, continued operational improvement, and the development of satellite deposits
through Tongon's established infrastructure. Together, these initiatives are aimed at extending
mine life, growing production, and strengthening Tongon's long-term contribution to Côte d'Ivoire
WWW.EMPRESSROYALTY.COM PAGE 2
and the communities in which we operate . Timothy Mister, Head of Credit and Royalties at
Appian, commented, "Appian's credit and royalty strategy centers on providing strong
management teams with creative, flexible and non-dilutive capital solutions to support their
growth. Empress has taken a disciplined approach to building its precious -metals royalty and
streaming portfolio, and we are pleased to give our investors exposure to it through this tailored
credit facility, which provides additional capacity for future expansion."
GOLD STREAM INVESTMENT
Under the terms of the Agreements, the Stream entitles the Empress Holdings to receive 3.58%
of payable gold production from Tongon until 400,000 cumulative ounces produced since January
31, 2026 have been delivered. The Stream percentage then steps down to 2.93% of payable gold
production until 600,000 cumulative ounces have been delivered. Thereafter, the Stream
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.
The purchase price payable by Empress Holdings for each ounce of gold delivered under the
Stream will be 0.5% of the gold market price as of the time of delivery of such refined gold.
In consideration for the Stream, Empress Holdings will pay the Seller US$62M in cash on closing.
In addition, the Seller may receive contingent payments of US$40 per ounce produced when off-
taker deliveries reach 400,000 ounces following closing. The contingent payments will be capped
at US$19M 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. The contingent payments and
any subsequent participation payments are dependent upon future production from Tongon and
the value of gold received by Empress Holding s under the Stream. Such amounts may not
become due and owing, in whole or in part, or may be deferred in accordance with the terms of
the Stream Purchase Agreement.
Any time during the two-month period commencing on the earlier of (i) the repayment of Credit
Facility and (ii) June 30, 2029, the Purchaser may terminate the Seller’s right to receive
participation payments by payment to the Seller of a buyback payment equal to the greater of (i)
the net present value of the Seller’s right to receive participation payments and (ii) US$3,000,000.
WWW.EMPRESSROYALTY.COM PAGE 3
Empress Holdings will have the right to, at its sole discretion, extinguish the contingent and
participation obligations at any time. The amount payable to exercise this right will be equal to
i) US$19M plus ii) the greater of US$3M and the amount determined under the agreed net asset
value formula contained in the Stream Purchase Agreement, less iii) the aggregate amount of the
contingent payments and participation payments delivered to the Seller by Empress at such time.
Amounts that become due and owing to the Seller will be secured by a second priority perfected
security interest, subordinated to the Credit Facility obligations and subject to permitted liens,
over the assets of Empress Holding and its subsidiaries, together with a pledge of the shares of
Empress Holdings.
Closing of the Investment and Credit Facility is expected to occur shortly and remains 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.
TONGON GOLD MINE
The Tongon Gold Mine is an established, conventional open -pit gold operation located in
northern Côte d’Ivoire, approximately 540 kilometres north of Abidjan. Tongon is owned and
operated by Atlantic Group, which acquired Barrick’s approximately 90% interest in the mine in
2025.
Tongon has a long operating history and a demonstrated production record. Originally developed
by Randgold Resources and later operated by Barrick following the combination of Randgold and
Barrick, Tongon commenced commercial production in late 2010 and has since produced more
than 3 million ounces of gold based on the Barrick annual reports. In 2025, based on information
provided to Empress by the operator, Tongon produced approximately 12 5,600 ounces of gold
and generated approximately US$445 million in revenue and US$164 million in earnings before
interest, taxes, depreciation and amortisation. The operator also reported approximately US$75
million in free cash flow during the first half of 2026.
Annual production between 2021 and 2025 at the Tongon Mine, as reported by Barrick in their
annual reports, is summarized in the table below:
WWW.EMPRESSROYALTY.COM PAGE 4
Historical Annual Gold Production
Year
Attributable Ounces of Gold
Produced
(89.7%) 1
Total Ounces of Gold Produced
(100%) 2
2021 187,000 208,000
2022 180,000 201,000
2023 183,000 204,000
2024 148,000 165,000
20253 106,000 118,000
1 Production figures were sourced directly from Barrick’s published annual reports for 2021–2025 and represent
Barrick’s 89.7% attributable share of production.
2 Total annual production (100% basis) was calculated by grossing up Barrick’s reported attributable production
figures from its 89.7% ownership interest.
3 On October 6, 2025 Barrick reached an agreement to sell their interests in the Tongon Gold Mine to the Atlantic
Group. The reported numbers are production to this date.
The operation comprises multiple open pits, including the principal North Zone and South Zone
deposits, together with a network of satellite deposits that provide additional sources of mill
feed. These deposits support an established processing facility with crushing, grinding, flotation
and carbon-in-leach circuits, as well as tailings storage infrastructure. The processing plant has
an effective capacity of approximately 4 million tonnes per year and processed approximately
3.70 million tonnes in 2025 at an average gold recovery of approximately 83%.
Tongon benefits from a complete operating platform, including an established processing plant,
grid power supplemented by on -site standby generation, water supply from the Badeni River
water-storage system and reclaimed water from the tailings storage faci lity, dedicated haul
roads, road access, an operational airstrip, camp facilities and other supporting infrastructure.
This infrastructure provides the foundation for continued production from existing mining areas
and for the advancement of nearby satellite deposits using existing facilities.
The mine is located within the Paleoproterozoic West African Craton, in the Birimian Senoufo
Greenstone Belt of northern Côte d’Ivoire. The principal Tongon mineralized system comprises
the North Zone and South Zone deposits, which are interpreted as gold -skarn deposits.
Mineralization is developed within altered mafic to intermediate volcaniclastic rocks and is
controlled by favourable host lithology and structure. In addition to the principal Tongon
deposits, several satellite gold deposits occur within the wider project area, including Djinni,
Mercator and Fonondara. These satellite deposits are generally characterized by structurally
WWW.EMPRESSROYALTY.COM PAGE 5
controlled hydrothermal gold mineralization and provide additional opportunities to supplement
production.
Since operations commenced, several satellite pits have been established along a strike length of
more than 20 kilometres to the northeast and southwest of the main Tongon mining areas.
Dedicated haul roads connect these satellite mining areas to the central processing facilities,
enabling the operation to use existing infrastructure to support future mine feed. During the
later years of Randgold and Barrick ownership, and following Atlantic Group’s acquisition of
Tongon, exploration has increasingly focused on satellite deposits and near-mine targets with the
potential to extend production beyond the current mine plan.
Following its acquisition of Tongon in late 2025, Atlantic Group continued an extensive
exploration program during the first two quarters of 2026. This work included reverse circulation
and diamond drilling, auger drilling, geological mapping, lithogeochemical sampling and
metallurgical testwork. Drilling during this period confirmed continuity of mineralization at a
number of prospects and extended portions of the known mineralized system, supporting the
potential for continued resource definition around established mining areas and along the
broader structural corridors that host the satellite deposits.
Tongon is well suited to conventional open -pit mining, with near -surface mineralization and
mining undertaken using hydraulic excavators and haul trucks. Much of the material is saprolitic
and free -digging, although blasting is required at greater depths. The processing plant treats
oxide, transition and sulphide mineralized material and has been modified over the operating life
of the mine to respond to changes in feed characteristics and metallurgical performance. The
current flowsheet includes run-of-mine handling, staged crushing, ball milling and classification,
rougher sulphide flotation, concentrate regrinding, pre -leach thickening, carbon -in-leach
recovery, elution, electrowinning and smelting to produce doré, cyanide detoxification and
tailings disposal.
The configuration of the processing plant provides operating flexibility to treat different material
types expected in the mine plan. Historical performance has shown that gold recovery can vary
depending on plant feed characteristics, particularly where carbonaceous or preg -robbing
material is present. Metallurgical testwork has been undertaken on graphitic mineralization to
assess opportunities to improve gold recovery from carbonaceous material.
Tongon is located within the Nielle Mining Permit, which is in good standing. Environmental
permits are also in good standing, and environmental and social impact assessments have been
completed for successive satellite pit developments. Tongon has long -established management
WWW.EMPRESSROYALTY.COM PAGE 6
systems for environment, safety and community relations and is accredited to ISO 14001 and ISO
45001. Environmental monitoring programs are in place, with reports periodically submitted to
government authorities. The operation also has a Community Development Plan, a Grievance
Mechanism and formal agreements with local communities. Progressive rehabilitation and
closure planning, supported by financial assurance, are also in place.
Existing production, infrastructure, cash flow and exploration activity support the acquisition of
the gold stream. Tongon is an established operating mine with a demonstrated production
history, functioning processing and site infrastructure, access to power and water, an
experienced operating workforce, active environmental and community management systems
and multiple deposits capable of providing mill feed. Future production beyond the current mine
planning period will depend on continued reserve replacement, exploration success, conversion
of Mineral Resources into Mineral Reserves, metallurgical performance, permitting and mine
plan execution. Empress’s diligence has identified reserve replacement, metallurgical variability
in certain ore domains, geotechnical conditions, tailings management and execution of the future
mine plan as important ongoing considerations.
APPIAN CREDIT FACILITY
Empress Holdings, as Borrower, and the Company, as limited recourse guarantor, have entered
into definitive agreements with the Lender for a US$75M senior secured Credit Facility. The
Company expects to draw US$55M (the “Initial Draw”) on closing. The proceeds of the Initial
Draw will be used to partially fund the US$62M upfront payment for the Stream. The remaining
US$20M commitment will be available for 12 months following closing (the “Deferred Draws”)
to fund future mutually agreed royalty and stream acquisitions.
The Credit Facility will bear interest at a rate equal to 7.50% per annum plus three -month Term
SOFR, subject to a minimum Term SOFR rate of 3.50%. Interest will be payable quarterly in
arrears in cash. An arrangement fee equal to 1.00% of the total US$75M Credit Facility will be
payable on closing. An original issue discount equal to 1.50% of each amount drawn will also
apply at the time of the applicable draw.
The Credit Facility will have a term of 36 months from closing. No scheduled principal
amortisation will be payable during the first 12 months. The Credit Facility will be secured by a
first priority perfected security interest, subject to permitted liens, over the assets of the
Borrower and its subsidiaries, together with a pledge of the shares of the Borrower. No portion
of the Credit Facility is convertible into securities of the Company.
WWW.EMPRESSROYALTY.COM PAGE 7
On closing, Empress will issue warrants (the “Initial Warrants”) to the Lender in connection with
the Initial Draw, representing 2.2% of the Company’s fully diluted common shares . The Initial
Warrants will have an exercise price equal to $1.17 and will expire on the maturity date of the
Credit Facility and will not be extendable. For each Deferred Draw thereafter, additional
warrants (the “Deferred Warrants” ) will be issued, representing up to 0.80% of Empress’ fully -
diluted common shares, calculated proportionately based on the amount of each Deferred Draw.
The exercise price of the Deferred Warrants will be calculated based on a 20% premium to the
20-day volume weighted average trading price of the Company’s shares on the TSX Venture
Exchange (“TSXV”) on the date of draw, but in any event will be no less than the Company’s
closing market price on the date of draw. The Deferred Warrants will expire on the maturity date
of the Credit Facility and will not be extendable . All Warrants will be exercisable on a cash or
cashless basis. The issuance, final number and exercise price of the warrants will be subject to
the policies and approval of the TSXV.
The initial draw under the Credit Facility remains subject to customary conditions precedent,
including completion of lender due diligence, execution and delivery of the required security
documentation, receipt of applicable corporate and regulatory approv als, the absence of a
material adverse change and satisfaction of the other conditions contained in the Credit Facility
documentation.
Both the Seller and the Lender are arm’s length to the Company.
ADVISORY FEES
In connection with the Credit Facility and Investment, the Company has agreed to pay an
aggregate of US$2,690,000 advisory fees (the "Advisory Fees") to certain advisors (the
“Advisors”) to the Company. A portion of the Advisory Fees , being those due to Endeavour
Financial (Cayman) Limited, of which David Rhodes, Executive Chairman of the Company, is a
shareholder and director, and Jasper Management & Advisory Corp., which is at arm’s length to
the Company, will be paid in 2,125,027 common shares of the Company (the "Fee Shares") ,
calculated based on the 20-day volume weighted average trading price of the Company’s shares
on the TSX Venture Exchange on the date of this news release, being $0.97. Of the Fee Shares,
1,560,955 will be issued to Endeavour. The Advisory Fees are subject to Exchange review and
acceptance. The Fee Shares will be subject to a statutory hold period of four months and one
day from the date of issuance.
WWW.EMPRESSROYALTY.COM PAGE 8
RELATED PARTY TRANSACTION
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"). David
Rhodes, Executive Chairman of the Company, is a director and shareholder of Endeavour and will
indirectly benefit from the issuance of the Fee Shares. Accordingly, the issuance of the Fee Shares
to Endeavour constitutes a "related party transaction" within the meaning of MI 61-101.
The Company is relying on the exemptions from the formal valuation requirement in section
5.5(a) and from the minority approval requirement in section 5.7(1)(a) of MI 61-101, on the basis
that, at the time the transaction was agreed to, neither the fair ma rket value of the Fee Shares,
nor the consideration for the Fee Shares, exceeded 25% of the Company's market capitalization,
as determined in accordance with MI 61-101.
The issuance of the Fee Shares was reviewed and approved by the board of directors of the
Company. David Rhodes declared his interest in the transactions related to the Credit Facility
and Acquisition and abstained from voting on the resolutions approving the issuance of the Fee
Shares. The Company will not have filed a material change report at least 21 days before the
issuance of the Fee Shares because there was no certainty the transaction would close, which
the Company considers reasonable and necessary in the circumstances.
REPAYMENT OF EXISTING NEBARI CREDIT FACILITY
Empress has repaid in full all principal, accrued interest, fees and other amounts outstanding
under its existing credit facility with Nebari Gold Fund 1, LP and Nebari Natural Resources Credit
Fund II, LP (collectively, “Nebari”). Following this repayment, the security granted in favour of
Nebari has been discharged in accordance with customary release and registration procedures.
Empress acknowledges Nebari’s support of the Company and its growth strategy during the term
of the existing facility.
MARKETING SERVICES AGREEMENT
The Company announces that it has entered into a marketing services agreement (“MSA”) with
Resource Stock Digest ("RSD"), a company based out of Texas, U.S.A, effective September 1,
2026. Pursuant to the MSA , RSD has agreed to provide certain promotional services to the
Company in accordance with Policy 3.4 - Investor Relations, Promotional and Market -Making
Activities of the TSX Venture Exchange. RSD has been engaged for a three-month advertising and
marketing program for total cash consideration of US$ 95,000 payable in two equal tranches of
US$47,500.