VANCOUVER, BC — January 15, 2026 — Leads & Copy — Nations Royalty Corp. (TSX-V:NRC)(OTCQB:NRYCF)(FSE:Y96) has entered into an agreement with Red Cloud Securities Inc. for a private placement expected to generate gross proceeds of C$10,000,000.
Red Cloud will act as co-lead underwriter and sole book runner. Canaccord Genuity Corp. will act as co-lead underwriter. Together, the two are referred to as the Underwriters.
Under the agreement, the Underwriters have agreed to purchase 6,250,000 units of the Company (the “Units”) at a price of C$1.60 per Unit (the “Offering Price”) on a “bought deal” basis. The private placement is referred to as the “Underwritten Offering.”
Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one common share of the Company (each, a “Warrant Share”) at a price of C$2.25 at any time on or before the date that is 36 months after the Closing Date.
Nations Royalty has granted the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase up to an additional 1,250,000 Units at the Offering Price. This would generate additional gross proceeds of up to C$2,000,000 (the “Over-Allotment Option”).
The Underwritten Offering and the securities issuable upon exercise of the Over-Allotment Option are collectively referred to as the “Offering.”
The company intends to use the net proceeds from the offering for acquisitions of royalties, income and commodity streams, annual benefit payments and similar interests, as well as for working capital purposes.
The Units under the Offering will be offered for sale to purchasers resident in all of the provinces of Canada except Québec pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106. This is subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”).
The Unit Shares and the Warrant Shares underlying the Units are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units will also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The Offering is scheduled to close on January 30, 2026, or another date agreed upon by the Company and Red Cloud. Completion of the Offering is subject to certain conditions, including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
An offering document (the “Offering Document”) related to the Offering can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.nationsroyalty.ca. Prospective investors should read this document before making an investment decision.
On closing of the Offering, the Company has agreed to pay to the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering. In addition, on closing of the Offering, the Company has agreed to issue to the Underwriters warrants of the Company exercisable for a period of 36 months following the closing of the Offering, to acquire in aggregate that number of Common Shares which is equal to 6.0% of the number of Units sold under the Offering at an exercise price equal to the Offering Price.
Derrick Pattenden, President, CEO and Director, can be reached at derrick.pattenden@nationsroyalty.ca or (604) 609-6126. Kody Penner, VP Corporate Development, can be reached at kody.penner@nationsroyalty.ca or (604) 356-4995.
Source: Nations Royalty
