Empress Royalty Executes US$28.5M Accordion Credit Facility with Nebari GOLD Fund
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NEWS RELEASE | DECEMBER 5, 2023 | VANCOUVER, BC
EMPRESS ROYALTY EXECUTES US$28.5M
ACCORDION CREDIT FACILITY WITH NEBARI GOLD
FUND
Empress Royalty Corp. (TSXV:EMPR | OTCQX:EMPYF) (“Empress Royalty” or the “Company”) is
pleased to announce that on December 5, 2023, the Company entered into a US$28.5M
Accordion Credit Facility (the “Credit Facility”) with Nebari Gold Fund 1, LP and Nebari Natural
Resources Credit Fund II, LP (collectively, ”Nebari”). The Credit Facility will replace the existing
US$15M facility that the Company currently has in place with Nebari Natural Resources Credit
Fund I LP (the “Initial Facility”). The Company expects to initially drawdown approximately
US$3.5M (the “Initial Loan”), the proceeds of which will be used to repay the existing facility and
associated costs and provide working capital to the Company. In addition, the accordion feature
(the “Accordion Feature”) of the Credit Facility allows the Company to drawdown additional
amounts under the Credit Facility for future investments.
"I am pleased to announce we have executed definitive agreements for a new US$28.5M Credit
Facility with Nebari,” stated Alexandra Woodyer Sherron, CEO and President of Empress Royalty.
“We would like to thank Nebari for their continued support of Empress ’ growth and strategic
vision. The refinancing will enable us to execute on our pipeline of opportunities. We are
extremely excited for the future of Empress as this facility, combined with our projected revenue
from our revenue generating investments, will allow us to further advance our development plans
for Empress.”
Juan Alvarez, Managing Director at Nebari, stated “We are pleased to be extending our support
of Empress Royalty in their growth strategy by entering into this Credit Facility and upsizing the
Accordion. We are delighted to have seen Empress Royalty develop from a company with one
revenue producing streaming and royalty asset to the current three, and we look forward to their
continued growth.”
The Credit Facility shall bear interest at a rate of 7.5% per annum plus 3-month Term SOFR (3.5%
floor). An arrangement fee of 2.0% of each draw made under the Credit Facility is payable on
closing, together with reimbursement of Nebari’s costs for each draw made. In addition, an
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original issue discount (the “OID”) of 4.25% is applicable to all loans made under the Credit
Facility resulting in the Initial Principal Amount being approximately US$3.6M. The Credit Facility
is secured against the existing investment assets of the Company. The Initial Loan has a term of
three years, and any addition draws under the Accordion Feature will have a term of three years
from that date of drawdown.
On closing of the Initial Loan, the Company will issue to Nebari, a total of 3,104,513 common
share purchase warrants (the “Bonus Warrants”), of which 2,535,633 which will replace the
share purchase warrants currently issued and outstanding in connection with the Initial Facility.
Each Bonus Warrant is exercisable into one common share for a period of three years from the
Initial Loan and will be priced at $0.31, which is a nil premium to the 20-day volume weighted
average trading price of the Company on the date of signing the agreements (the “Pricing Date”)
with a floor of the market price on the Pricing Date. Nebari is also entitled to receive additional
Bonus Warrants (the “Accordion Bonus Warrants”) in connection with any further drawdowns
made under the Accordion Feature of the Credit Facility. The issuance of any Accordion Bonus
Warrants is subject to the prior approval of the TSX Venture Exchange at the time of issue. All
Accordion Bonus Warrants will have a three-year term from the date issue.
The terms of the Credit Facility, including the issuance of the Bonus Warrants and the Accordion
Bonus Warrants, remains subject to the final approval of the TSX Venture Exchange. Endeavour
Financial acted as Empress Royalty’s financial advisor and investment manager.
ABOUT NEBARI
Nebari is a private fund focused on financing bespoke debt and convertible debt facilities for
public and private companies within the resources sector. Nebari’s leadership team has extensive
technical, financial, and operational experience with leading global mining companies providing
it with a true competitive edge. Nebari is actively seeking to partner with motivated and capable
management teams focused on achieving clear plan targets. Nebari is based in Miami and has a
team of partners located globally, including in London, Madrid, Zug, and Anchorage. Learn more
at: www.nebari.com.
ABOUT EMPRESS ROYALTY CORP.
Empress is a global royalty and streaming creation company providing investors with a diversified
portfolio of gold and silver investments. Empress has built a portfolio of precious metal
investments and is actively investing in mining companies with development and production
stage projects who require addition al non-dilutive capital. The Company has strategic
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partnerships with Endeavour Financial and Terra Capital which allow Empress to not only access
global investment opportunities but also bring unique mining finance expertise, deal structuring
and access to capital markets. 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 Kaitlin
Taylor, Investor Communications, by email at [email protected] or 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.
Forward Looking Information
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 or information regarding
the Credit Facility with Nebari described herein, and 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 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; th e 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
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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 Royalty Corp. for the year ended December 31, 2022 and its other publicly
filed documents under its profile at 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.