Empress Royalty Corp. (TSXV:EMPR | OTCQX:EMPYF) (“Empress” or the “Company”) announces that at its Annual and Special Meeting of Shareholders held on June 26, 2024, the shareholders of the Company approved a special resolution amending the Company’s articles to require that advance notice be given to the Company where nominations of persons for election to the board of directors of the Company (the “Board”) are made by shareholders of the Company.  

The relevant provisions (the “Advance Notice Provisions”) are contained in new Article 26 of the Company’s articles, and provide that timely notice to the Company must be made and the procedures set out in the articles must be followed for persons to be eligible for election to the Board, and are the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders called for any purpose which includes the election of directors.  In the case of an annual meeting of shareholders, notice must be made no later than 5:00 pm (Vancouver time) on the 30th day before the date of the meeting; provided, however, that if the annual meeting of shareholders is less than 50 days before the meeting date, notice may be given no later than the close of business on the 10th day following the first public announcement made by the Company of the meeting date.  In the case of a special meeting of shareholders (which is not also an annual meeting), notice may be given no later than the close of business on the 15th day following the first public announcement made by the Company of the meeting date.

In order to comply with the Advance Notice Provisions, the notice must include various details about the person(s) being nominated, including their name, age, business, residential address, principal occupation/business or employment, the number of securities of the Company owned, full particulars of the relationship between the shareholder making the nomination and the person being nominated, the written consent of each person being nominated, and other information set out in the Advance Notice Provisions.  Additionally, the shareholder giving the notice must provide their name, business, residential address, the number of securities of the Company owned, their interests in any agreement, any relationships or agreements between them and the person(s) they are nominating, and other requirements set out in the Advance Notice Provisions.  The Board may, in its sole discretion, waive any requirement of the Advance Notice Provisions.

The foregoing is a summary of the Advance Notice Provisions.  The amended articles of the Company including the complete Advance Notice Provisions are available under the Company’s profile under www.sedarplus.ca.

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.

ABOUT EMPRESS ROYALTY CORP.

Empress is a global royalty and streaming creation company providing investors with a diversified portfolio of gold and silver investments.  Since listing in December 2020, Empress has built a portfolio of precious metal investments and is actively investing in mining companies with development and production stage projects who require additional non-dilutive capital.  The Company has strategic partnerships with Endeavour Financial and Terra Capital which allow Empress to not only access global investment opportunities but also bring unique mining finance expertise, deal structuring and access to capital markets.  Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.

ON BEHALF OF EMPRESS ROYALTY CORP.

Per:      Alexandra Woodyer Sherron, CEO and President

For further information, please visit our website at www.empressroyalty.com or contact Natasha Frakes, Vice President Investor Relations, by email at [email protected] or by phone at +1.604.331.2080.

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 press release.

Empress Royalty Corp. (TSXV:EMPR | OTCQX:EMPYF) (“Empress Royalty” or the “Company”) is pleased to announce that it has engaged the services of ICP Securities Inc. (“ICP“) to provide automated market making services, including use of its proprietary algorithm, ICP Premium™, in compliance with the policies and guidelines of the TSX Venture Exchange and other applicable legislation.  ICP will be paid a monthly fee of C$7,500, plus applicable taxes.  The agreement between the Company and ICP was signed with a start date of June 3, 2024, and is for four (4) months (the “Initial Term”) and shall be automatically renewed for subsequent one (1) month terms (each month called an “Additional Term”) unless either party provides at least thirty (30) days written notice prior to the end of the Initial Term or an Additional Term, as applicable.  There are no performance factors contained in the agreement and no stock options or other compensation in connection with the engagement.  ICP and its clients may acquire an interest in the securities of the Company in the future.

ICP is an arm’s length party to the Company.  ICP’s market making activity will be primarily to correct temporary imbalances in the supply and demand of the Company’s shares.  ICP will be responsible for the costs it incurs in buying and selling the Company’s shares, and no third party will be providing funds or securities for the market making activities.

ABOUT ICP SECURITIES INC.

ICP Securities Inc. is a Toronto based CIRO dealer-member that specializes in automated market making and liquidity provision, as well as having a proprietary market making algorithm, ICP Premium™, that enhances liquidity and quote health.  Established in 2023, with a focus on market structure, execution, and trading, ICP has leveraged its own proprietary technology to deliver high quality liquidity provision and execution services to a broad array of public issuers and institutional investors.

ABOUT EMPRESS ROYALTY CORP.

Empress is a global royalty and streaming creation company providing investors with a diversified portfolio of gold and silver investments.  Since listing in December 2020, Empress has built a portfolio of precious metal investments and is actively investing in mining companies with development and production stage projects who require additional non-dilutive capital.  The Company has strategic partnerships with Endeavour Financial and Terra Capital which allow Empress to not only access global investment opportunities but also bring unique mining finance expertise, deal structuring and access to capital markets.  Empress is looking forward to continuously creating value for its shareholders through the proven royalty and streaming models.

ON BEHALF OF EMPRESS ROYALTY CORP.

Per:      Alexandra Woodyer Sherron, CEO and President

For further information, please visit our website at www.empressroyalty.com or contact Natasha Frakes, Vice President Investor Relations, at [email protected] or +1.604.331.2080.

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 press release.

The information contained herein includes “forward-looking statements” and “forward looking information” as defined under applicable Canadian securities laws (“forward-looking statements”).  Forward-looking statements and information can generally be identified by the use of terms such as “may”, “will”, “should”, “expect”, “intend”, “estimate” ,”continue”, “believe”, “plans”, “anticipate” or similar terms.

Forward-looking information and statements include, but are not limited to, statements with respect to the activities, events or developments that Empress Royalty Corp. (“Empress” or the “Company”) expects or anticipates will or may occur in the future, including those regarding future growth and ability to create new streams or royalties, the development and focus of the Company , its acquisition strategy, the plans and expectations of the operators of the projects underlying its interests, including the proposed advancement and expansion of such projects; the results of exploration, development and production activities of the operators of such projects; and the Company’s expectations regarding future revenues.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about Empress’s business and the industry and markets in which it operates.  Forward-looking information and statements are made based upon numerous assumptions and although the assumptions made by the Company in providing forward-looking information and statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.  Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of Empress to differ materially from any projections of results, performances and achievements of Empress including, without limitation, any inability of the operators of the properties underlying the Company’s royalty and stream interests to execute proposed plans for such properties or to achieve planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, risks related to international operations, government relations and environmental regulation, uncertainty relating to the availability and costs of financing needed in the future and the Company’s ability to carry out its growth plans  as well as the impact of the COVID-19 pandemic and other related risks and uncertainties.  For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the annual information form of Empress for the year ended December 31, 2022 and its other publicly filed documents under its profile at www.sedarplus.ca.  Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated, or intended.  There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended.  Accordingly, readers should not place undue reliance on forward-looking information and statements.  The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.  Disclosure relating to properties in which Empress holds royalty or stream interests is based on information publicly disclosed by the owners or operators of such properties.  The Company generally has limited or no access to the properties underlying its interests and is largely dependent on the disclosure of the operators of its interests and other publicly available information.  The Company generally has limited or no ability to verify such information.  Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.  In addition, certain information publicly reported by operators may relate to a larger property than the area covered by the Company’s interest, which often may only apply to a portion of the overall project area or applicable mineral resources or reserves.