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Nations Royalty Provides Corporate Update and Appoints Ms. Sam Brezden as External Relations Manager

Management Changes

Nations Royalty Provides Corporate Update and

Appoints Ms. Sam Brezden as External Relations Manager

February 13, 2025 - Vancouver, BC - Nations Royalty Corp. ( TSX-V: NRC) ( OTCQB: NRYCF) (FRA:

Y96) (“Nations Royalty” or the “Company ”) is pleased to provide an update on Corporate Development

Activities and announces the Appointment of Ms. Sam Brezden as External Relations Manager.

Derrick Pattenden , C hief Investment Officer of Nations Royalty, stated: “ We would like to welcome Ms.

Brezden to our management team. Her experience in communications and Indigenous engagement is a needed

addition as we continue to develop a pipeline of royalty opportunities. We have engaged with over 60 Indigenous

groups in Canada to -date, including multiple advanced discussions, particularly on cash -flowing, precious

metal opportunities, as well as energy and critical metals opportunities. We aim for these Indigenous groups to

become shareholders in Canada’s first majority Indigenous-owned pub lic company founded by the Nis ga’a

Nation and are optimistic that new Indigenous partners will be joining us in the near future. The status and

timing of these discussions is confidential.”

Sam Brezden, External Relations Manager

Ms. Sam Brezden, of Métis and Cree descent, is a seasoned communications and external relations professional

with over a decade of experience in the construction industry. Passionate about guiding organizations through

Reconciliation, Sam works to create meaningful strategies that align corporate goals with community values.

With a strong background in Indigenous engagement, Sam has facilitated discussions between communities,

industry, and government to address barriers to economic participation and shape inclusive policies. As a co -

founder of a network supporting Indigenous women entrepreneurs across Canada, Sam has also championed

collaboration and growth, empowering underrepresented voices across industries.

As a leader in community engagement, Sam has directed workshops to help organizations develop frameworks

for trust and accountability while expanding business development in Indigenous sectors. Known for her

innovative approach and dedication to authentic storytelling, Sam is committed to building meaningful,

sustainable partnerships that drive tangible and lasting impacts across industries.

Corporate Update

Since inception and listing in June 2024, Nations Royalty has established numerous relationships with

Indigenous groups across the country. As Canada’s first majority Indigenous -owned, publicly traded royalty

company, we wanted to summarize the progress the Company has achieved since going public . To date, the

Company has met with over 60 Indigeous groups and continues to advance discussions on multiple royalty

opportunities. The Company wishes to add multiple new Indigenous-owned royalties to the portfolio, annually.

• IBA Advisory Services: Nations Royalty is offering advisory services to Indigenous groups that are

negotiating royalties with mining companies in their Impact Benefit Agreements (“IBA”). As a result

of our team’s strong technical and mining investment banking experience, we have been providing top-

tier advice to Indigenous groups to help ensure they receive fair and equitable terms commensurate with

the risks that their Nations take on, as mining activity occurs on their territories. These terms can include

high quality royalties, such as Net Smelter Returns (“NSR”), in their Impact Benefit Agreements. These

negotiation processes afford the Company an opportunity to build trust and a strong relationship with

an Indigenous group. A potential partnership with the Company on all, or a portion of, the Indigenous

group’s royalty payments can be explored in parallel or subsequently. Each successful negotiation also

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helps our business model by growing the size of the Indigenous -owned royalty space. Some mining

companies look to recent royalty rates achieved in modern negotiations as benchmarks for their own

near term IBA negotiations with their local Indigenous groups.

• Community Engagement: The Company has built strong relationships with Indigenous groups across

Canada and is in active discussions with a number of groups on a potential partnership with Nations

Royalty. Since Nations Royalty is the first majority Indigenous-owned public company in Canada, and

the mining royalty business model is not well known to many, this is a new concept to most Indigenous

groups that requires iterative community engagement. These are major decisions for Indigenous groups,

and we are seeking long-term partnerships and for these Nations to join our Company as shareholders.

The Company’s message to I ndigenous groups outlines that a partnership with Nations Royalty can provide

significant benefits to Indigenous communities such as:

1. Diversification: Ability for Indigenous groups to reduce their concentration risk on a single mine’s

operation. Partnering with Nations Royalty can help reduce the single asset risks a Nation faces when

a mine on their territory ceases operations.

2. Access to Capital: Some Indigenous groups have capital-intensive projects and community initiatives,

such as providing housing for their members, that require cash today. A partnership with Nations

Royalty is a tool that can allow an Indigenous group to bring forward the value of expected future

payments in their Impact Benefit Agreements to today, allowing for these important community

initiatives to commence earlier than was previously thought to be possible.

3. Capacity Building: Nations Royalty’s first goal is to deliver returns for its shareholders. Its secondary

goal is increase Indigenous capacity in Canada’s public equity markets. The Company currently

working towards having a fully Indigenous management team . M aterial partnerships with new

Indigenous groups may offer members of those Nations with the opportunity to join our team, either

through a Board of Directors position or as an employee. We pride ourselves in this initiative as it

allows us to unite Indigenous groups, share knowledge and create new opportunities.

4. Benefits of Holding a Royalty in a Portfolio : A key aspect of the mining royalty business model is

the idea that a portfolio of royalties may be more attractive to an investor than an individual royalty.

This is partly from the reduction in impact to a portfolio of royalties should single asset failure risks

arise. Through a partnership with Nations Royalty, an Indigenous group is able to continue to own an

interest in their mine royalty, along with a new interest in other mine royalties, through their ownership

interest in Nations Royalty. Higher valuations may be able to be achieved for an Indigenous group’s

royalty if it is able to be combined with other royalties in a portfolio instead of being held in isolation.

Stock Option Grant

An employee of the Company was granted an aggregate of 150,000 stock options, vesting over a three- year

period, with 25% vesting on issue and 25% vesting on the first, second and third anniversary of the grant date,

at an exercise price of C$0.90. The options are exercisable for a five-year period.

About Nations Royalty Corp.

The Company’s vision is to unite First Nations and Indigenous groups across Canada, welcoming external

investors to join the Company as shareholders. Together, they will combine royalties, income and commodity

streams and annual benefit payment entitlement s from resource mines and projects, tapping into the growth,

diversification and value potential typical of publicly traded royalty companies. As a leader in the spirit of

economic reconciliation, Nations Royalty’s mission includes capacity building of Indigenous People in public

companies and capital markets.

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Nations Royalty’s foundation begins with five annual benefit payment entitlements in place in respect of the

following properties in Canada:

 The high-grade Brucejack gold mine operated by Pretium Resources Inc., a wholly- owned indirect

subsidiary of Newmont Corporation, a large underground gold mine;

 The KSM Copper-Gold-Silver-Molybdenum deposit, currently in development by Seabridge Gold

Inc.;

 The Premier Gold Project, in development by Ascot Resources Ltd. targeting the commencement of

ore throughput in July, 2025;

 The Red Mountain Gold Deposit, owned by Ascot Resources Ltd.; and

 The Kitsault Molybdenum Deposit, a large, fully permitted brownfield site owned and being actively

advanced by New Moly LLC, majority-owned by Resource Capital Fund VI L.P.

On behalf of the Board of Directors of Nations Royalty Corp.

“Robert McLeod”

Chief Executive Officer

[email protected]

(604) 617-0616

For more information, please contact:

Derrick Pattenden, Chief Investment Officer

[email protected]

(604) 609-6126

Kody Penner, VP Corporate Development

[email protected]

(604) 356-4995

Cautionary Statement Regarding Forward-Looking Information

Except for the statements of historical fact, this news release contains “forward -looking information” within the meaning

of applicable Canadian securities legislation. When used in this news release, the words “estimate”, “project”, “belief”,

“anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words, or variations

thereon or comparable terminology are intended to identify forward- looking statements and information. The forward-

looking statements and information in this news release include information relating to Sam ’s ability to help Nations

Royalty partner with Indigenous groups across Canada. Such forward-looking information is based on the Company’s

expectations, estimates and projections as at the date of this news release.

By their nature, forward-looking statement involve known and unknown risks, uncertainties and other factors, which may

cause actual result, performance or achievements to differ materially from those expressed or implied by such statements,

including but not limited to: the potential inability of the Company to continue as a going concern, risks associated with

potential governmental and/or regulatory action with respect to the Company’s operations, the potential inability of the

Company to implement its business plan going forward. Such statements and information reflect the current view of the

Company and are based on information currently available to the Company. In connection with the forward- looking

information contained in this news release, the Company has made assumptions regarding Josh’s ability to help Nations

Royalty partner with Indigenous groups across Canada that no significant events will occur outside the Company’s normal

course of business. Although the Company believes that the assumptions inherent in the forward -looking information are

reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should

not be put on such information due to the inherent uncertainty therein.

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Any forward -looking information speaks only as of the date on which it is made and, except as may be required by

applicable securities laws, the Company disclaims any intent or obligation to update any forward- looking information,

whether as a result of new information, future events or results or otherwise.

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 release.