Nations Royalty Provides Corporate Update and

Appoints Ms. Sam Brezden as External Relations Manager 

February 13, 2025 - Vancouver, BC - Nations Royalty Corp. (TSX-V: NRC) (OTCQB: NRYCF) (FRA: Y96) (“Nations Royalty” or the “Company”) is pleased to provide an update on Corporate Development Activities and announces the Appointment of Ms. Sam Brezden as External Relations Manager.

Derrick Pattenden, Chief Investment Officer of Nations Royalty, stated: “We would like to welcome Ms. Brezden to our management team. Her experience in communications and Indigenous engagement is a needed addition as we continue to develop a pipeline of royalty opportunities. We have engaged with over 60 Indigenous groups in Canada to-date, including multiple advanced discussions, particularly on cash-flowing, precious metal opportunities, as well as energy and critical metals opportunities. We aim for these Indigenous groups to become shareholders in Canada’s first majority Indigenous-owned public company founded by the Nisga’a Nation and are optimistic that new Indigenous partners will be joining us in the near future. The status and timing of these discussions is confidential.”

Sam Brezden, External Relations Manager

Ms. Sam Brezden, of Métis and Cree descent, is a seasoned communications and external relations professional with over a decade of experience in the construction industry. Passionate about guiding organizations through Reconciliation, Sam works to create meaningful strategies that align corporate goals with community values.

With a strong background in Indigenous engagement, Sam has facilitated discussions between communities, industry, and government to address barriers to economic participation and shape inclusive policies. As a co-founder of a network supporting Indigenous women entrepreneurs across Canada, Sam has also championed collaboration and growth, empowering underrepresented voices across industries.

As a leader in community engagement, Sam has directed workshops to help organizations develop frameworks for trust and accountability while expanding business development in Indigenous sectors. Known for her innovative approach and dedication to authentic storytelling, Sam is committed to building meaningful, sustainable partnerships that drive tangible and lasting impacts across industries.

Corporate Update

Since inception and listing in June 2024, Nations Royalty has established numerous relationships with Indigenous groups across the country. As Canada’s first majority Indigenous-owned, publicly traded royalty company, we wanted to summarize the progress the Company has achieved since going public. To date, the Company has met with over 60 Indigeous groups and continues to advance discussions on multiple royalty opportunities. The Company wishes to add multiple new Indigenous-owned royalties to the portfolio, annually.

• IBA Advisory Services: Nations Royalty is offering advisory services to Indigenous groups that are negotiating royalties with mining companies in their Impact Benefit Agreements (“IBA”). As a result of our team’s strong technical and mining investment banking experience, we have been providing top-tier advice to Indigenous groups to help ensure they receive fair and equitable terms commensurate with the risks that their Nations take on, as mining activity occurs on their territories. These terms can include high quality royalties, such as Net Smelter Returns (“NSR”), in their Impact Benefit Agreements. These negotiation processes afford the Company an opportunity to build trust and a strong relationship with an Indigenous group. A potential partnership with the Company on all, or a portion of, the Indigenous group’s royalty payments can be explored in parallel or subsequently. Each successful negotiation also helps our business model by growing the size of the Indigenous-owned royalty space. Some mining companies look to recent royalty rates achieved in modern negotiations as benchmarks for their own near term IBA negotiations with their local Indigenous groups.

• Community Engagement: The Company has built strong relationships with Indigenous groups across Canada and is in active discussions with a number of groups on a potential partnership with Nations Royalty. Since Nations Royalty is the first majority Indigenous-owned public company in Canada, and the mining royalty business model is not well known to many, this is a new concept to most Indigenous groups that requires iterative community engagement. These are major decisions for Indigenous groups, and we are seeking long-term partnerships and for these Nations to join our Company as shareholders.

The Company’s message to Indigenous groups outlines that a partnership with Nations Royalty can provide significant benefits to Indigenous communities such as:

1. Diversification: Ability for Indigenous groups to reduce their concentration risk on a single mine’s operation. Partnering with Nations Royalty can help reduce the single asset risks a Nation faces when a mine on their territory ceases operations.

2. Access to Capital: Some Indigenous groups have capital-intensive projects and community initiatives, such as providing housing for their members, that require cash today. A partnership with Nations Royalty is a tool that can allow an Indigenous group to bring forward the value of expected future payments in their Impact Benefit Agreements to today, allowing for these important community initiatives to commence earlier than was previously thought to be possible.

3. Capacity Building: Nations Royalty’s first goal is to deliver returns for its shareholders. Its secondary goal is increase Indigenous capacity in Canada’s public equity markets. The Company currently working towards having a fully Indigenous management team. Material partnerships with new Indigenous groups may offer members of those Nations with the opportunity to join our team, either through a Board of Directors position or as an employee. We pride ourselves in this initiative as it allows us to unite Indigenous groups, share knowledge and create new opportunities.

4. Benefits of Holding a Royalty in a Portfolio: A key aspect of the mining royalty business model is the idea that a portfolio of royalties may be more attractive to an investor than an individual royalty. This is partly from the reduction in impact to a portfolio of royalties should single asset failure risks arise. Through a partnership with Nations Royalty, an Indigenous group is able to continue to own an interest in their mine royalty, along with a new interest in other mine royalties, through their ownership interest in Nations Royalty. Higher valuations may be able to be achieved for an Indigenous group’s royalty if it is able to be combined with other royalties in a portfolio instead of being held in isolation.

Stock Option Grant

An employee of the Company was granted an aggregate of 150,000 stock options, vesting over a three-year period, with 25% vesting on issue and 25% vesting on the first, second and third anniversary of the grant date, at an exercise price of C$0.90. The options are exercisable for a five-year period.

About Nations Royalty Corp.

The Company’s vision is to unite First Nations and Indigenous groups across Canada, welcoming external investors to join the Company as shareholders. Together, they will combine royalties, income and commodity streams and annual benefit payment entitlements from resource mines and projects, tapping into the growth, diversification and value potential typical of publicly traded royalty companies. As a leader in the spirit of economic reconciliation, Nations Royalty’s mission includes capacity building of Indigenous People in public companies and capital markets. 

Nations Royalty’s foundation begins with five annual benefit payment entitlements in place in respect of the following properties in Canada: 

• The high-grade Brucejack gold mine operated by Pretium Resources Inc., a wholly-owned indirect subsidiary of Newmont Corporation, a large underground gold mine; 

• The KSM Copper-Gold-Silver-Molybdenum deposit, currently in development by Seabridge Gold Inc.;

• The Premier Gold Project, in development by Ascot Resources Ltd. targeting the commencement of ore throughput in July, 2025;

• The Red Mountain Gold Deposit, owned by Ascot Resources Ltd.; and 

• The Kitsault Molybdenum Deposit, a large, fully permitted brownfield site owned and being actively advanced by New Moly LLC, majority-owned by Resource Capital Fund VI L.P.

On behalf of the Board of Directors of Nations Royalty Corp.

“Robert McLeod”

Chief Executive Officer

rm@nationsroyalty.ca

(604) 617-0616

For more information, please contact:

Derrick Pattenden, Chief Investment Officer

derrick.pattenden@nationsroyalty.ca

(604) 609-6126

Kody Penner, VP Corporate Development

kody.penner@nationsroyalty.ca

(604) 356-4995

Cautionary Statement Regarding Forward-Looking Information 

Except for the statements of historical fact, this news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. When used in this news release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words, or variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to Sam’s ability to help Nations Royalty partner with Indigenous groups across Canada. Such forward-looking information is based on the Company’s expectations, estimates and projections as at the date of this news release. 

By their nature, forward-looking statement involve known and unknown risks, uncertainties and other factors, which may cause actual result, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern, risks associated with potential governmental and/or regulatory action with respect to the Company’s operations, the potential inability of the Company to implement its business plan going forward. Such statements and information reflect the current view of the Company and are based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions regarding Josh’s ability to help Nations Royalty partner with Indigenous groups across Canada that no significant events will occur outside the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.