Mr. Woodyer Sherron reports

EMPRESS ANNOUNCES CLOSING OF TONGON GOLD STREAM INVESTMENT AND DEBT FINANCING

Empress Royalty Corp. has closed its previously announced acquisition of a gold stream on the Tongon gold mine in Ivory Coast, owned and operated by the Atlantic Group, and has completed the related debt financing with Appian Capital Advisory.

"With the Tongon gold stream investment and the Appian debt financing complete, performance is what matters next," stated Alexandra Woodyer Sherron, chief executive officer and president of Empress. "We have raised our 2026 production guidance range between 8,000 and 8,500 attributable gold equivalent ounces. Our focus now is on receiving the first gold deliveries and demonstrating the stream's contribution in our results."

"The Tongon gold stream investment combines an established gold mine with an active exploration program to extend the mine plan," stated David Rhodes, executive chairman of Empress. "Atlantic is currently drilling across multiple deposits and advancing near-mine targets. We acquired the stream on a conservative base case supported by an independent technical review, and we see considerable scope for Tongon to increase production and deliver more gold under the stream."

Tongon investment

The stream was acquired by the company's wholly owned subsidiary, Empress Royalty Holding Corp., from Appian Tongon Streamco Ltd. for an upfront cash payment of $62-million (U.S.). In addition, the seller may receive certain contingent payments and participation payments as detailed in the company's news release dated Sept. 17, 2026.

Under the stream, Empress Holdings is entitled to receive 3.58 per cent of payable gold production from Tongon until 400,000 cumulative ounces have been delivered, stepping down to 2.93 per cent until 600,000 cumulative ounces have been delivered, and thereafter continuing at 0.81 per cent for the remainder of the approximately 29-year stream term. Empress Holdings will pay 0.5 per cent of the prevailing gold market price for each ounce of refined gold delivered. Full terms of the Transaction can be found in the company's news release dated Sept. 17, 2026.

Tongon exploration program

Empress's investment in Tongon comes at a time of significant exploration and mine planning activity as reported by Atlantic. During 2025 approximately 156,649 metres of drilling was completed across 2,695 drill holes. Following Atlantic Group's acquisition of Tongon, exploration has continued across the Tongon mine area and nearby Fonondara, where an exploration permit has been granted, representing an important step toward potential future development. A two-year exploration program comprising of approximately 180,000 metres of drilling is being advanced across priority targets.

Atlantic has reported recent exploration has advanced near mine targets including Nagra and Haller. At Nagra, phase 2 drilling comprised 56 reverse circulation holes totalling 7,311 metres, while work at Haller has continued to test a broader mineralized corridor. Beyond these targets, seven new targets have been identified and delineated across the Nielle trend and Fonondara, and five existing targets have been upgraded following additional exploration. South zone, Mercator and Djinni remain optimized using a gold price of $1,850 per ounce and have not yet been re optimized using the higher gold price assumptions applied to certain other Tongon targets. Reoptimization at higher gold prices may result in changes to ore tonnes, waste and recovered ounces. Current work prioritizes non-carbonaceous material, which is expected to yield better recoveries, while pilot testing on carbonaceous material is continues as a separate potential source of upside.

An updated life of mine plan is currently expected by December, 2026, which will incorporate the results from the ongoing exploration and mine planning work. Empress does not finance exploration, operating or capital costs at Tongon and participates in additional gold production from areas covered by the stream in accordance with its terms. Empress has established a direct relationship with Tongon management and looks forward to building on it as the program advances.

2026 production guidance update

Following the successful closing of the Tongon stream acquisition, Empress is pleased to update its full-year 2026 production guidance. The addition of the Tongon gold stream substantially increases the company's attributable gold equivalent production and immediate revenue profile. Consequently, Empress is revising its 2026 guidance upward to between 8,000 and 8,500 attributable gold equivalent ounces (GEOs), compared with the previously issued guidance of 7,045 to 7,430 GEOs. The company's guidance continues to reflect operator projections, historical operational performance and internal estimates, and remains subject to quarterly review as operational milestones are achieved.

Appian credit facility

Empress Holdings, as borrower, drew $55-million (U.S.) on closing under its $75-million (U.S.) senior secured credit facility with Appian to partially finance the acquisition. A further $20-million (U.S.) remains available under the credit facility for 12 months following closing to finance future royalty and stream acquisitions. The balance of the purchase price and closing costs was financed from Empress's existing cash resources

In connection with the initial $55-million (U.S.) draw, the company has issued 3,520,815 warrants to the lender representing 2.2 per cent of the company's common shares as of the closing date on a fully diluted basis, after having given effect to the Appian warrants. The Appian warrants have an exercise price of $1.17 per share, expire on the maturity date of the credit facility, being 36 months from the date of closing and are exercisable on a cash or cashless basis. The issuance of the Appian warrants remains subject to the final acceptance of the TSX Venture Exchange.

Atlantic strengthens financial position

Atlantic Group has refinanced its Appian debt facility through a $120-million (U.S.) bridge facility from Rand Merchant Bank (RMB), with a further $30-million (U.S.) available. The new financing gives Atlantic additional capacity to support the continued development of Tongon while advancing the expansion and diversification of its growing mining portfolio.

RMB is the corporate and investment banking division of FirstRand Bank Ltd. and has financed African mining businesses since 1977. Its recent record includes a $180-million (U.S.) mining acquisition bridge in Ivory Coast and a lead role in arranging a $500-million (U.S.) financing package for a gold producer in Ghana. For Atlantic, the relationship brings together additional financial flexibility and a lender with substantial regional mining experience. At Tongon, that flexibility can support continued investment in the operation and allow Atlantic to advance near-mine opportunities where exploration and technical work support their inclusion in the mine plan.

Advisory fees

In connection with the transaction, the company has paid aggregate advisory fees of $2.69-million (U.S.) to certain advisers in cash and common shares of the company. The number of fee shares issuable was determined by reference to the applicable Bank of Canada U.S./Canadian dollar exchange rate and the company's 20-day volume weighted average trading price on the TSX-V. An aggregate of 2,158,458 fee shares were issued at a price of 97 cents per fee share, of which 1,585,512 fee shares were issued to Endeavour Financial (Cayman) Ltd., with the balance issued to Jasper Management & Advisory Corp., which is at arm's length to the company. The fee shares are subject to a statutory hold period ending on Feb. 17, 2027.

Endeavour is a "related party" of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as David Rhodes, executive chairman of the company, is a director and shareholder of Endeavour. Accordingly, the issuance of the fee shares to Endeavour constitutes a "related party transaction" under MI 61-101. The company is relying on the exemptions from the formal valuation requirement in Section 5.5(a) and the minority approval requirement in Section 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of, nor the consideration for, the fee shares issued to Endeavour exceeds 25 per cent of the company's market capitalization. The issuance was approved by the board of directors, with Mr. Rhodes having declared his interest and abstained from voting. Given the timing of closing, the company did not file a material change report at least 21 days before the issuance of the fee shares, which the company considers reasonable and necessary in the circumstances.

Qualified person

Grant Carlson, PEng, of Fuse Advisors, a qualified person as defined by National Instrument 43-101 and a consultant to Empress, has reviewed and approved the scientific and technical disclosure contained in this news release.

The qualified person's review does not constitute independent verification of all technical and operating information prepared or reported by the owner or operator of Tongon.

About Empress Royalty Corp.

Empress is a global royalty and streaming company providing investors with a diversified portfolio of gold and silver investments. The company has a strategic partnership with Endeavour Financial which allows Empress to not only access global investment opportunities but also bring unique mining finance expertise and deal structuring. Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.

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