Versamet acquires Rosh Pinah silver stream

Mr. Andrew Todd reports VERSAMET ROYALTIES ACQUIRES SIGNIFICANT SILVER STREAM AND LONG-LIFE POLYMETALLIC ROYALTY IMMEDIATELY INCREASING CASH FLOW AND ACCELERATING GROWTH Versamet Royalties Corp. has closed an agreement with funds advised by Appian Capital Advisory Ltd. to acquire a 90-per-cent silver stream on the Rosh Pinah zinc mine in Namibia and a 2.75-per-cent net smelter return (NSR) royalty on the Santa Rita mine in Brazil for upfront cash consideration of $125-million and contingent consideration of up to $45-million, adding two significant producing long-life assets to Versamet's growing portfolio. All amounts are in U.S. dollars unless otherwise indicated. Transaction highlights: Immediate cash flow from two long-life, high-quality, producing assets: Rosh Pinah zinc mine: an operating underground mine in Namibia with over 55 years of mining history and a long history of resource additions and significant exploration potential; Santa Rita: a top-tier nickel sulphide mine located in Bahia state, Brazil, currently producing from an open pit; The stream and NSR royalty are expected to contribute approximately 5,000 gold equivalent ounces (GEOs) in 2026 using analyst consensus metal prices; Major near-term growth catalysts at both assets: Rosh Pinah zinc mine's RP2.0: significant mine and mill expansion underway targeting a near doubling of throughput expected to be completed in the second half of 2026; Santa Rita underground: evaluating a large-scale underground mining operation to potentially extend the mine life; Both assets in established mining jurisdictions and operate to high industry standards under Appian stewardship: Both assets are in highly regarded mining-friendly jurisdictions and majority owned by a well-capitalized and respected investor, with a successful record of optimizing mining projects internationally. Strategic rationale: Immediate and significant increase to GEOs and growth profile: 2026 production expected to grow to over 20,000 GEOs, an increase of approximately 25 per cent from previous forecast, with further upside from near-term growth catalysts; Increases portfolio diversification and bolsters precious metals exposure: New revenue sources from Namibia and Brazil with enhanced leverage to silver production; Approximately 83 per cent of 2026 GEOs expected from precious metals, with roughly two-thirds from gold, while strategic long-life investments in non-precious metals remain below 20 per cent; Accretive to net asset value and cash flow per share: Transaction aligns with Versamet's strategy of disciplined growth on an accretive per-share basis; Strongly positions Versamet for further growth: Enhanced portfolio generating substantial cash flow positions Versamet to build a leading mid-tier precious metals royalty and streaming company; Transaction aligns with the company's dual-track growth objectives to enhance both the asset portfolio and the capital markets profile. Dan O'Flaherty, chief executive officer of Versamet, commented: "Securing uncapped, long-life and growing exposure to silver and nickel-copper production meaningfully enhances Versamet's cash flow engine and growth trajectory while continuing our strategy of accretive acquisitions. Both Rosh Pinah zinc and Santa Rita have significant upcoming growth catalysts, with the RP2.0 expansion expected to be completed next year and the Santa Rita underground project nearing a construction decision. Our forecasted production is now expected to exceed 10,000 GEOs this year, growing to over 20,000 GEOs in 2026 and organically increasing by approximately 25 per cent to 25,000 GEOs in the medium term. Versamet's portfolio is now stronger, more diversified, and well positioned for our planned listings in the United States and on the TSX main board." Transaction summary Versamet has acquired both a 90-per-cent silver stream on the Rosh Pinah zinc mine and a 2.75-per-cent NSR royalty on Santa Rita for a total of $125-million in cash consideration, which was paid in connection with the closing of the transaction. In addition, Versamet has agreed to pay up to an additional $45-million in cash consideration upon certain milestones being achieved at Santa Rita: $22.5-million upon the processing of the first 1.0 million tonnes of underground ore at Santa Rita, provided that occurs prior to July 1, 2035; $22.5-million upon Santa Rita achieving a throughput rate of 12,500 tonnes per day from underground ore over a 90-day period, provided that occurs prior to July 1, 2035. Both the stream and NSR royalty have an effective date of July 1, 2025. Rosh Pinah zinc silver stream Under the stream agreement, Versamet is entitled to receive refined silver equal to 90 per cent of payable silver from the Rosh Pinah zinc mine. After a total of 3.1 million ounces of silver have been delivered under the stream agreement, Versamet will be entitled to receive 45 per cent of payable silver for the remaining life of the mine. Versamet will pay 10 per cent of the spot silver price for each ounce delivered to the stream. For an initial period commencing on the effective date, payable silver will based on the production of recovered zinc from the mine as follows: 4,000 ounces of payable silver per million pounds of recovered zinc until the delivery of 250,000 silver ounces to the stream; 2,850 ounces of payable silver per million pounds of recovered zinc thereafter. The production index will terminate on the earlier of: (i) 1.35 million ounces of silver delivered to the stream; or (ii) Dec. 31, 2028. After the termination of the production index, payable silver will be based on the actual payable silver production for the life of mine at the Rosh Pinah zinc mine. Santa Rita NSR royalty The 2.75-per-cent NSR royalty on Santa Rita is an uncapped, life-of-mine royalty that covers 100 per cent of the open-pit and underground deposits, as well as the entirety of Atlantic Nickel's current landholdings in the area, representing an area of over 40,000 hectares. Rosh Pinah zinc mine The Rosh Pinah zinc mine is an operating underground zinc-lead-silver mine located in southwestern Namibia, approximately 800 kilometres south of the capital, Windhoek, and has been in operation for over 55 years. In 2024, the mine processed 650,000 tonnes of ore, producing 87 million pounds of zinc, 14 million pounds of lead and 244,000 ounces of silver in concentrates. Appian, the owner of the Rosh Pinah zinc mine, is currently undertaking an expansion at the mine (RP2.0), which includes the construction of new processing facilities, including the addition of a paste fill plant and water treatment plant, and a dedicated portal and underground decline. Construction of the surface facilities is over 80 per cent complete, with construction completion expected in Q3 (third quarter) 2026. The expansion aims to nearly double mill throughput to approximately 1.3 million tonnes per annum. A National Instrument 43-101 technical report on the RP2.0 expansion was completed by a previous owner of the Rosh Pinah zinc mine in 2021 that disclosed historical proven and probable reserves totalling 12.35 million tonnes, grading 6.41 per cent zinc, 1.36 per cent lead and 19.8 grams per tonne (g/t) silver, and estimated an average annual payable silver production of approximately 300,000 ounces per annum. Santa Rita The Santa Rita operation is a large open-pit polymetallic mine situated in Bahia state, Brazil, approximately 140 kilometres inland from the port of Ilheus. It is owned by Atlantic Nickel (ATN), a wholly owned affiliate of Appian. Current operations at Santa Rita involve open-pit mining and processing through a concentrator with capacity of approximately 6.5 million tonnes per year, producing a nickel sulphide concentrate. The concentrate also contains copper, cobalt, platinum, palladium and gold byproducts. In 2024, Santa Rita processed 6.6 million tonnes of open-pit ore, and produced 31.8 million pounds of nickel, 10.1 million pounds of copper and 600,000 pounds of cobalt in concentrates. A December, 2022, competent person report disclosed Santa Rita's historical open-pit proven and probable reserves of 34.8 million tonnes grading 0.31 per cent nickel sulphide and 0.11 per cent copper, and measured and indicated resources (inclusive of reserves) of 43.4 million tonnes at 0.33 per cent nickel sulphide and 0.12 per cent copper. ATN is currently evaluating the underground development of the mine, which has the potential to extend the mine life beyond the current open pit operations. For more information, please refer to Appian's news release dated May 1, 2025, available on Appian's website. Transaction financing Versamet has financed the full purchase price through an amended and restated credit facility, which includes an upsize to the existing revolving facility from $60-million to $100-million, maturing in April, 2028, and a new term facility in the amount of $80-million, maturing in March, 2028, for a combined total of $180-million, from the Bank of Montreal and National Bank of Canada. The amended credit facility includes the following new or amended principal terms: Accordion feature: increased from $15-million to $25-million, available following full repayment of the new term facility and subject to customary terms; Term facility repayment: repayable in quarterly instalments of $7.5-million commencing on March 31, 2026, with a final bullet repayment of $20-million at maturity on March 31, 2028; Permitted acquisitions covenant: increased permitted acquisitions basket from $45-million to $125-million for purposes of permitting the transaction and future acquisition transactions. Except as described above, the interest rates, covenants, security and other material terms of the amended credit facility are substantially consistent with the terms of the company's existing credit facility, which are described in the company's non-offering prospectus dated May 12, 2025, available on SEDAR+. Versamet postclosing Postclosing of the transaction, Versamet will have a total of seven paying royalties and streams across six different countries within its portfolio of 28 royalties and streams. The company is forecasting more than 10,000 GEOs in 2025, increasing to over 20,000 GEOs in 2026, with approximately 83 per cent derived from gold and silver. The company is well positioned to rapidly deleverage while continuing to pursue additional accretive acquisition opportunities. As previously announced, Versamet is advancing its process to list in the United States, as well as graduating to the Toronto Stock Exchange main board. These listings are expected to increased market awareness, improved trading liquidity and broaden our investor participation. About Versamet Royalties Corp. Versamet is an emerging mid-tier precious metals royalty and streaming company focused on creating long-term per-share value for its shareholders through the acquisition of high-quality assets. Versamet common shares trade on the TSX Venture Exchange under the symbol VMET. About Appian Capital Advisory Ltd. Appian Capital Advisory is the investment adviser to long-term value-focused private capital funds that invest in companies in metals, mining and adjacent industries. Appian is a leading investment advisor with global experience across South America, North America, Australia and Africa, and a successful record of supporting companies in metals, mining and adjacent industries to achieve their development targets, with a global operating portfolio overseeing approximately 6,000 employees. Appian has a global team of 100 experienced investment professionals, combining financial and technical expertise, with presences in London, Abu Dhabi, New York, Dubai, Belo Horizonte, Sao Paulo, Beijing, Hong Kong, Toronto, Lima and Perth. Qualified person The scientific and technical information contained in this news release has been reviewed and approved by Diego Airo, PEng, vice-president of evaluations for Versamet and a member of the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Airo is a qualified person as defined in the National Instrument 43-101, Standards of Disclosure for Mineral Projects. We seek Safe Harbor.