Nations Royalty Announces Upsize of Bought Deal LIFE Private Placement for Gross Proceeds of C$13 Million

Executive Summary

• Nations Royalty Corp. has upsized its previously announced "bought deal" private placement from C$10 million to C$13 million in gross proceeds due to strong investor demand.
• The company will issue 8,125,000 units at C$1.60 per unit, with each unit consisting of one common share and one-half of a warrant.
• The offering includes an over-allotment option for up to 1,250,000 additional units, potentially increasing gross proceeds by up to C$2 million.

Key Details

• Offering Size: Upsized to C$13,000,000 gross proceeds (increased from C$10,000,000).
• Units Issued: 8,125,000 Units.
• Price: C$1.60 per Unit.
• Underwriters: Red Cloud Securities Inc. (co-lead underwriter and sole bookrunner) and Canaccord Genuity Corp. (co-lead underwriter).
• Unit Composition: Each Unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms: Each whole warrant entitles the holder to purchase one common share at an exercise price of C$2.25. Warrants are exercisable for 36 months following the closing date.
• Over-Allotment Option: The underwriters have an option to purchase up to 1,250,000 additional Units at C$1.60 per Unit for up to C$2,000,000 in additional gross proceeds. This option is exercisable up to 48 hours prior to the closing date.
• Use of Proceeds: Acquisitions of royalties, income and commodity streams, annual benefit payments, similar interests, and working capital purposes.
• Closing Date: Scheduled for January 30, 2026, subject to regulatory approvals including TSX Venture Exchange.
• Underwriter Compensation:
  • Cash commission of 6.0% of gross proceeds.
  • Warrants issued to underwriters equal to 6.0% of the number of Units sold, exercisable for 36 months at the offering price (C$1.60).
• Regulatory Basis: Offered pursuant to the Listed Issuer Financing Exemption under National Instrument 45-106 in Canada (excluding Québec) and private placement exemptions under the U.S. Securities Act of 1933.

Notable Quotes

• No direct quotes from the CEO/President were included in the text of this release.