Empress Announces Agreement to Acquire Tongon Gold Stream and Secures Debt Financing

Empress Royalty Corp. (EMPR) announced on September 17, 2026, that it has agreed to acquire a gold stream on the Tongon Gold Mine in Côte d’Ivoire from Appian Tongon Streamco Ltd. for US$62 million in upfront cash. The transaction is funded through a US$75 million senior secured credit facility from Appian Empire Loanco Ltd., with an initial draw of US$55 million and US$20 million in deferred capacity reserved for future royalty and stream acquisitions.

The stream terms are structured in tiers based on cumulative production since January 31, 2026. Empress Royalty will receive 3.58% of payable gold until 400,000 cumulative ounces have been delivered, followed by 2.93% until 600,000 cumulative ounces are reached, and 0.81% for the remainder of the approximately 29-year term. Empress pays 0.5% of the gold market price per streamed ounce; at a gold price of US$4,000 per ounce, this equates to approximately US$20 per ounce for revenue exposure.

The seller retains certain contingent rights, including payments of US$40 per ounce when off-taker deliveries reach 400,000 ounces post-closing, capped at US$19 million. Additionally, the seller holds 35% participation in stream economics on annual Tongon production exceeding 51,000 ounces through 2040, applicable only after the contingent payment cap is reached.

The credit facility carries an interest rate of 7.50% plus three-month Term SOFR, with a 3.50% SOFR floor, resulting in a minimum all-in cash interest rate of 11.00%. The facility has a 36-month term and requires no scheduled principal amortization for the first 12 months. To secure the financing, Empress issued initial warrants representing 2.2% of fully diluted shares at an exercise price of US$1.17, with deferred draws carrying up to 0.80% coverage each.

Empress Royalty used the proceeds to repay its existing Nebari credit facility in full. The company will pay US$2,690,000 in advisory fees, distributed partly in shares to related party Endeavour Financial and arm’s-length Jasper Management. Closing is subject to confirmatory due diligence, regulatory and TSXV approval, security arrangements, and the absence of a material adverse change.

Empress Royalty Corp. (EMPR) is executing a US$62 million cash acquisition that represents a significant expansion relative to its current scale, with a company presentation market capitalization of US$82 million or C$132 million. The deal involves a new debt draw of US$55 million, a figure that dwarfs the total debt of US$1.91 million reported as of June 30, 2026.

The transaction centers on the Tongon stream, which has the potential to generate substantial cash flow. Based on operator-reported 2025 production of approximately 125,600 ounces, a 3.58% stream would yield roughly 4,500 ounces annually for Empress. At a gold price of US$4,000 per ounce and a US$20 per ounce purchase price, this implies approximately US$18 million in annual gross cash flow before corporate costs, taxes, and debt service. This amount is substantial relative to Empress’s first-half 2026 revenue of US$17.26 million, representing a transformative change to the company’s revenue and cost structure if Tongon maintains its production levels.

However, the agreement includes specific nuances regarding the high-rate stream tier, which begins from production since January 31, 2026. This timing suggests that a portion of the 400,000-ounce high-rate window may have already been consumed prior to closing, a detail not highlighted in the executive summary. While the transaction alters the business’s size and leverage profile, the quality of the asset remains uncertain as Tongon is a mature operation with declining production. No reserves update has been supplied, and the seller and lender are both Appian.

Empress Royalty Corp. (EMPR) is a precious-metals royalty and streaming company listed on the TSXV and OTCQX. Its existing core assets include the Tahuehueto silver stream in Mexico, the Sierra Antapite 4.5% gold stream in Peru, the Galaxy gold stream in South Africa, and the Manica 3.375% gold royalty in Mozambique.

In August 2026, Empress closed the acquisition of 14 pre-production NSR royalties from Almadex Minerals across Canada, the United States, and Mexico. The transaction adds the Tongon Gold Stream, a producing gold stream in Côte d’Ivoire. Endeavour Financial acts as the company’s Investment Manager and is a significant shareholder and related party.