Nations Royalty Corp.

Nations Royalty Corp. is a junior gold royalty and streaming company headquartered in Vancouver, Canada, operating primarily in Canada. Key assets include Brucejack, KSM, and Premier Gold. Portfolio composition includes 1 cash-flowing royalty and 4 development royalties. The company operates as a majority Indigenous-owned entity focused on acquiring and managing royalties and similar revenue interests within the resource sector. Its business model is centered on uniting First Nations and Indigenous groups by consolidating royalties, income streams, and annual benefit payment entitlements derived from resource projects. The organization believes it possesses a first-mover advantage in the specialized niche of Indigenous-owned royalties. A primary focus is the acquisition of interests in advanced-stage assets to build a portfolio capable of generating future revenue. The company's holdings include various forms of entitlements, such as annual payments calculated based on mineral taxes payable by operators, in addition to traditional net smelter return royalties. This unique approach to royalty creation and acquisition, which is deeply integrated with Indigenous partnerships, forms the core of its operational identity and competitive differentiation in the market. The portfolio's concentration within a single national jurisdiction is presented as a key factor in mitigating risk for the company and its investors.

Strategic focus centers on portfolio expansion through the acquisition of royalty and benefit payment entitlements, with a particular emphasis on opportunities originating from Indigenous groups. A key pillar of the business development strategy involves providing complimentary advisory services to Indigenous organizations during their negotiation of Impact Benefit Agreements with resource companies. This initiative is designed to help these groups secure more favorable and equitable commercial terms, including high-quality structures like net smelter return royalties. The advisory process serves a dual strategic purpose: it builds trust and establishes strong, long-term relationships that can evolve into direct partnership or acquisition opportunities for the company, and it simultaneously contributes to the growth of the overall Indigenous-owned royalty market, thereby expanding the pool of potential future transactions. The organization's acquisition criteria prioritize assets on advanced-stage projects to accelerate the timeline to revenue generation. Capital resource management has historically relied on the issuance of equity securities to fund transactions and growth, and management continues to actively seek additional financing to support its expansion model.

The governance framework is fundamentally defined by a shareholder rights agreement with the company's majority Indigenous Nation owner. This agreement provides the majority shareholder with the right to nominate 4 individuals to the board of directors as long as its ownership exceeds 50%, with representation rights decreasing at lower ownership thresholds. It also grants the majority shareholder consent rights over any increase in the board's size beyond 7 members, ensuring its significant influence over corporate oversight. The executive leadership team was largely established during 2024, with several key appointments reflecting the company's operational launch. These include the appointment of an Interim Chief Executive Officer in February, a Chief Investment Officer in May, and a new Chief Financial Officer in October. Additionally, vice-president positions for corporate development, finance, and partnerships were filled in June 2024. The board of directors also underwent significant renewal in 2024, with the appointment of 5 new directors in June, followed by the resignation of 2 directors in November for personal reasons and to assume a new external leadership role.

The company's approach to sustainability is intrinsically woven into its core business model, which is founded on creating economic partnerships with and for Indigenous communities. This social mission is demonstrated through a corporate vision to unite Indigenous groups by consolidating and managing royalty and benefit entitlements, thereby creating a shared vehicle for economic participation in the resource sector. The business is majority-owned by an Indigenous Nation, a defining characteristic that embeds Indigenous perspectives and interests at the highest level of corporate governance and strategy. This ownership structure ensures that the company's financial objectives are aligned with the long-term goals of its Indigenous partners. The model aims to provide a platform for Indigenous groups to maximize the value of their negotiated benefit agreements and participate more broadly in the resource economy. By focusing on fair and equitable partnerships, the organization seeks to foster economic self-determination for Indigenous communities while building a sustainable and value-driven enterprise for all shareholders.

The company's corporate structure was fundamentally reshaped on June 18, 2024, through a reverse takeover transaction. In this transaction, the company, formerly Vega Mining Inc., acquired all issued and outstanding shares of Nations Acquisition Corp., a private entity that was established by an Indigenous Nation to hold an initial portfolio of benefit payment entitlements. The acquisition was executed via a three-cornered amalgamation involving a wholly-owned financing subsidiary, resulting in the creation of a new key subsidiary, Nass Valley Area Royalty Holdings Corp., which now holds the royalty assets. Upon completion of the transaction and a concurrent financing, the company's ownership was reconfigured. The founding Indigenous Nation became the majority shareholder with an approximate 76.76% stake. Existing shareholders of the original public company retained approximately 15.56%, and investors from the concurrent financing hold approximately 7.68%. A significant portion of the company's issued shares, 132,852,500, became subject to a 36-month voluntary pooling agreement, with shares scheduled for release in tranches until June 2027.