Empress Announces Closing of Tongon Gold Stream Investment and Debt Financing

Empress Royalty Corp. (EMPR) has closed the previously announced acquisition of a gold stream on the Tongon Gold Mine in Côte d’Ivoire, which is owned and operated by the Atlantic Group. The transaction was completed with Appian Tongon Streamco Ltd. for an upfront cash payment of US$62 million. No new financial results were disclosed in this transaction-closing and guidance-update release.

Under the stream economics, Empress is entitled to 3.58% of payable gold production until 400,000 cumulative ounces are delivered. The percentage steps down to 2.93% until 600,000 ounces are reached, after which it falls to 0.81% for the remainder of the approximately 29-year term. Empress pays 0.5% of the prevailing gold price per ounce of refined gold delivered.

To finance the deal, Empress Holdings drew US$55 million at closing under a US$75 million senior secured credit facility with Appian. US$20 million remains available for 12 months. The balance of the purchase price and closing costs was covered by existing cash. Additionally, 3,520,815 warrants were issued to Appian, representing 2.2% of common shares on a fully diluted basis. These warrants have an exercise price of $1.17 and expire 36 months from closing, subject to final acceptance by the TSX Venture Exchange.

Advisory fees totaling US$2,690,000 were paid in cash and shares. This included the issuance of 2,158,458 Fee Shares at $0.97, of which 1,585,512 shares went to Endeavour Financial (Cayman) Limited. Endeavour is a related party because Executive Chairman David Rhodes is a director and shareholder of the firm. The hold period for these shares ends on February 17, 2027. Empress relied on MI 61-101 exemptions and disclosed that it did not file a material change report 21 days in advance.

The company raised its FY2026 attributable GEO guidance to 8,000–8,500 ounces, up from the previous range of 7,045–7,430 ounces. Exploration activity included approximately 156,649 meters drilled across 2,695 holes in 2025. A two-year program of approximately 180,000 meters is currently underway. The Nagra Phase 2 comprised 56 RC holes totaling 7,311 meters. Haller is testing a broader mineralized corridor, and seven new targets have been delineated across the Nielle trend and Fonondara, where a permit has been granted. Five existing targets have also been upgraded. An updated life-of-mine plan is expected by December 2026.

Current work prioritizes non-carbonaceous material, which is expected to yield better recoveries, while pilot testing on carbonaceous material continues as a separate potential source of upside. The South Zone, Mercator, and Djinni "remain optimized using a gold price of US$1,850 per ounce and have not yet been re-optimized using the higher gold price assumptions."

Atlantic Group refinanced its Appian debt via a US$120 million bridge from Rand Merchant Bank, with US$30 million further available. Grant Carlson, P.Eng, of Fuse Advisors, reviewed and approved the technical disclosure, though the release explicitly states this "does not constitute independent verification of all technical and operating information." No first gold delivery has occurred. The CEO stated, "Our focus now is on receiving the first gold deliveries."

Empress Royalty Corp. (EMPR) released the final mechanics of its Tongon gold stream agreement, confirming details previously disclosed on September 17, 2026. The original announcement included all economic terms, including a US$62M price, waterfall rates, a 0.5% purchase price, a US$55M draw from a US$75M facility, warrants, advisory fees, and contingent and participation payments. This latest release serves only to finalize the structure without introducing new financial terms.

The primary new data point in this update is the revised FY2026 guidance, which raises production expectations to 8,000–8,500 GEOs, representing a 14.0% increase at the midpoint. The release also quantifies Tongon’s contribution to the current year’s output.

Market reaction to the initial September 17 announcement saw the stock trade at C$0.90 on September 16 before being halted. It resumed trading on September 18 at C$1.02, marking a 13.3% gain on the announcement. The share price peaked at C$1.09 on September 24 but subsequently declined, returning to C$0.90 by October 14. By October 16, the day prior to this release, the stock closed at C$0.96, effectively erasing the entire gain realized on the day of the initial announcement.

The guidance increase aligns with management’s September comments regarding plans to "substantially increase our gold ounces, revenue and cash flow."

Empress Royalty Corp. (TSXV: EMPR, OTCQX: EMPYF) is a growth-focused gold and silver royalty and streaming company headquartered in Vancouver, with additional offices in Toronto, London, and Johannesburg. The company’s producing and cornerstone assets include the Tahuehueto Mine in Mexico, operated by Luca Mining, which carries a 100% silver stream that steps down to 1.25 million ounces and then 20% for 10 years; the Sierra Antapite mine in Peru, operated by Sierra Sun Group, featuring a 4.5% gold stream that steps down to 11,000 ounces and then 1% for the life of mine; the Galaxy Mine in South Africa, operated by Golconda Gold, with a 3.5% gold stream stepping down to 8,000 ounces and then 2%; and the Manica project in Mozambique, operated by MMP, which holds a 3.375% gold royalty stepping down to 95,000 ounces and then 1.125% for the life of mine, currently awaiting administrative clearance to resume full operations.

A new cornerstone asset is the Tongon Gold Mine in Côte d'Ivoire, operated by Atlantic Group, which carries a 3.58% gold stream that steps down at 400,000 and 600,000 cumulative delivered ounces over a term of approximately 29 years. In development is the Pinos project in Zacatecas, Mexico, which carries a 1.0% net smelter return (NSR) and is at the preliminary economic assessment (PEA) stage, with production modeled from 2027. The company also holds an exploration portfolio of more than 27 NSR royalties, including the 14-asset Almadex portfolio across Canada, the US, and Mexico, as well as Windfall East (Gold Fields), Coldstream, Destiny, Oxford Lake, Dillard (Kodiak Copper), Los Venados (Alamos Gold), Prospect Valley and Skoonka Creek (Westhaven Gold), Willow (Abacus), El Encuentro (McEwen), Cerro Colorado and El Fuego (Gold Resource Corp), La Bufa (Endeavour Silver), and Caballo Blanco (Candelaria).

The company’s business model involves no operating costs or capital expenditure obligations at the asset level, and Empress does not fund exploration, operating, or capital expenditure costs at Tongon. Inflation protection is structural, with funding costs replacing operating costs as the principal fixed charge.

Reference points from management’s deck, based on US$4,000/oz gold, US$70/oz silver, and a 5% discount, value Tahuehueto at US$44 million, Sierra Antapite at US$28 million, Galaxy at US$15 million, and Manica at US$7 million. These net asset value (NAV) figures exclude Tongon, Manica’s suspension risk, and any value for the exploration portfolio. Empress is presented as trading at approximately 1.0x NAV versus a peer average of 1.45x.

Data-quality caveats regarding the presentation include transposed management roles, listing "Alexandra Woodyer (Lead Director)" and "Sherron Mainwaring (CEO & President)" while the release confirms Alexandra Woodyer Sherron is CEO and President. The deck lists cash and debt both as US$1.6 million against as-reported cash of US$5.15 million at June 30, 2026, and lists debt facilities that have since been repaid and replaced. Consequently, the deck's capital-structure figures should be treated as stale.