Mr. Derrick Pattenden reports

NATIONS ROYALTY ANNOUNCES BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$10 MILLION

Nations Royalty Corp. has entered into an agreement with Red Cloud Securities Inc., as co-lead underwriter and sole book runner, pursuant to which Red Cloud and Canaccord Genuity Corp., as co-lead underwriter, have agreed to purchase for resale 6.25 million units of the company at a price of $1.60 per unit on a bought deal basis in a private placement for gross proceeds of $10-million.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share of the company at a price of $2.25 at any time on or before that date that is 36 months after the closing date (as herein defined).

The company will grant to the underwriters an option, exercisable up to 48 hours prior to the closing date, to purchase for resale up to an additional 1.25 million units at the offering price for additional gross proceeds of up to $2-million. The underwritten offering and the securities issuable upon exercise of the overallotment option shall be collectively referred to as the offering.

The company intends to use the net proceeds of the offering for acquisitions of royalties, income and commodity streams, annual benefit payments and similar interests, as well as for working capital purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the units under the offering will be offered for sale to purchasers resident in all of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The unit shares and the warrant shares underlying the units are expected to be immediately freely tradable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The units will also be offered in the United States or to, or for the account or benefit of, U.S. persons by way of private placement pursuant to the exemptions from the registration requirements provided for under the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The offering is scheduled to close on Jan. 30, 2026, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. On closing of the offering, the company has agreed to pay to the underwriters a cash commission equal to 6.0 per cent of the gross proceeds of the offering. In addition, on closing of the offering, the company has agreed to issue to the underwriters warrants of the company, exercisable for a period of 36 months following the closing of the offering, to acquire in aggregate that number of common shares that is equal to 6.0 per cent of the number of units sold under the offering at an exercise price equal to the offering price.

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 entitlements from resource 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.

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 Newmont Corp.;
• The KSM copper-gold-silver-molybdenum deposit, currently in development by Seabridge Gold Inc.;
• The Premier gold project, currently evaluating a restart decision by Ascot Resources Ltd.;
• The Red Mountain gold deposit, owned by Ascot Resources;
• 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 LP.

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