Empress Royalty Corp.

Empress Royalty Corp. is a junior gold royalty and streaming company headquartered in Vancouver, Canada, operating primarily in Mexico and Africa. Key assets include Galaxy, Sierra Antapite, and Tahuehueto. Portfolio composition includes 1 cash-flowing royalty, 3 cash-flowing streams, 1 development royalty, and 10 exploration royalties. The organization operates as an investment company focused on creating precious metals purchase agreements and royalties. Its business model centers on providing financing to small and mid-tier mining companies with producing or development-stage projects in exchange for these interests, targeting near-term revenue generation. As a non-operating entity, the company gains exposure to commodity price movements and exploration success without incurring direct operational, capital, or exploration costs. This structure makes the enterprise dependent on the operational and financial performance of its third-party partners who control all exploration, development, and production decisions. The company's core competencies lie in identifying, evaluating, structuring, and negotiating these specialized financing transactions. Risk is primarily managed through portfolio diversification and adherence to specific investment criteria, rather than through direct operational control.

Strategic focus centers on originating new precious metals royalty and streaming agreements, with a target investment size between $5,000,000 and $25,000,000 per transaction. The business strategy prioritizes partnerships with small to mid-tier mining companies that have assets in production or advanced development to secure immediate or near-term revenue. While the primary approach is the creation of new agreements, the acquisition of existing royalties or streams and investments in grassroots royalties are considered in very limited cases. Capital allocation for these investments is sourced through a flexible financing approach that may include debt, equity, or other means. A key component of this strategy was the establishment of a $28,500,000 accordion credit facility in late 2023 to fund new investments. The long-term objective is to utilize the growing cash flow from the existing portfolio to self-fund future investments, thereby creating a sustainable growth model. Management and its strategic advisors leverage a global network to identify and conduct due diligence on potential opportunities.

Governance is directed by a 6-member board of directors, with oversight structured through 5 specialized committees: Audit and Risk, Investment, Compensation, Corporate Governance and Nomination, and Environmental, Sustainability and Governance. The Audit and Risk Committee is composed of 3 directors, 2 of whom are independent, and convenes at least 4 times annually to oversee financial reporting, internal controls, and risk management. Executive leadership is provided by a Chief Executive Officer with over 20 years of experience in the mining sector and with public companies, alongside an Executive Chairman who also serves as a Managing Director at a financial advisory firm. The governance framework is defined by a formal audit committee charter, policies for the pre-approval of non-audit services from external auditors, and established procedures for the confidential submission of employee complaints related to accounting or auditing matters. The company relies on a regulatory exemption concerning the requirement for a majority of its audit committee members to be independent.

The corporate structure features 2 wholly-owned subsidiaries, Empress Royalty Holding Corp. and Empress Royalty Holding II Corp. In December 2021, the organization consolidated its asset portfolio by assigning all of its royalty and stream interests to the first of these subsidiaries. A significant shareholder is a specialist investment management firm, which held a 12.23% interest as of the report date and has a representative on the board of directors. An entity controlled by the Executive Chairman held a 4.50% interest. The company's financing architecture is supported by a material $28,500,000 accordion credit facility established on December 5, 2023, with an arm's length party to fund the creation of new assets, which replaced a prior facility. A material services agreement, dated October 1, 2022, is in place with a financial advisory firm in which a director has an interest. This agreement stipulates success fees on certain transactions and has an initial 2-year term with automatic renewal provisions.