OR Royalties Inc. (TSX:OR) (NYSE:OR) is pleased to announce that it has entered into a definitive agreement to acquire Terraco Gold Corp. a wholly-owned subsidiary of Sailfish Royalty Corp., which indirectly owns net smelter return royalty assets, largely consisting of royalties that cover Solidus Resources LLC’s Spring Valley Gold Project  located in Pershing County, Nevada, USA. OR Royalties is acquiring Terraco and the NSR Royalties for total cash consideration of $168 million. The Transaction is subject to the approval of the TSX Venture Exchange and other customary closing conditions, and is expected to be completed in the first half of 2026. Amounts presented are in United States dollars, except where otherwise noted.

OR Royalties is acquiring the following NSR Royalties, three of which cover Spring Valley (please refer to Figure 1 below):

• An effective 3.0% NSR¹ royalty on the Schmidt Claim Block which covers the majority of the acres included in Solidus’ proposed open-pit at Spring Valley (royalty shown as 6% pro-forma the Figure 1);
• A 1.0% NSR royalty on a portion of the proposed open pit at Spring Valley (the “Additional Royalty Areas”) (royalty shown as 4% pro-forma in Figure 1);
• A 0.5% NSR royalty on a portion of the proposed open pit at Spring Valley (the “Perimeter Royalty Area”) (royalty shown as 1% pro-forma in Figure 1); and,
• A 2.0% NSR royalty on the Moonlight Property, which is an adjacent land package to Spring Valley, and is owned by Waterton Gold Corp., a subsidiary of Waterton Gold LP (royalty shown as 2-3% pro-forma in Figure 1).

TRANSACTION HIGHLIGHTS

• Tier-1 Mining Jurisdiction: All the NSR Royalties being acquired as part of the Transaction cover projects located in Nevada, which is ranked 4^th globally as a mining jurisdiction in the Annual Survey of Mining Companies, 2024 completed by The Fraser Institute². The United States is defined by OR Royalties as a Tier-1 Mining Jurisdiction, along with Canada and Australia;
• Addition of Complementary Royalty Assets on a Familiar Project Now Entering Construction: The NSR Royalties being acquired complement those already owned by OR Royalties at Spring Valley. Following the closing of the Transaction, OR Royalties will own, on a combined basis: a 6.0% NSR royalty on the Schmidt Claims, a 4.0% NSR royalty on the Additional Royalty Areas, and a 1.0% NSR royalty on the Perimeter Royalty Area;
• Adds to Peer-Leading 5-Year Gold Equivalent Ounce Growth Profile: The Transaction, anchored by the NSR royalties covering Solidus’ Spring Valley, is expected to add GEOs over-and-above OR Royalties’ recently released 2030 5-yr outlook range of 120,000-135,000 GEOs. Spring Valley is construction-ready and Solidus expects to achieve first gold production in the first half of 2028¹;
• Maintains Precious Metals Focus: The NSR Royalties being acquired in the Transaction consist entirely of gold assets, providing OR Royalties with additional exposure to precious metals.

Figure 1 – OR Royalties’ Updated Royalty Pro-Forma Coverage at Spring Valley Upon the Closing of the Transaction⁴

SPRING VALLEY PROJECT

Solidus Resources is on the verge of advancing Spring Valley in Pershing County, Nevada, USA, through construction and eventually into operations. Solidus is a wholly-owned subsidiary of Waterton Gold, a private mining company. Since consolidating 100% ownership of Spring Valley in 2015, Solidus has substantially de-risked the project through extensive technical work programs, including drilling, metallurgical testwork, hydrological studies, and geotechnical analyses and a Feasibility Study completed in 2025. With all major federal permits in place, Spring Valley is now entering the construction phase, marking a key milestone in its path toward first gold production in the first half of 2028; as such, Spring Valley represents Nevada’s next large-scale, low-cost, heap-leach gold mine.

Asset Highlights:

• Large, heap leach gold project with Mineral Reserves of 3.88 million ounces gold (306.9 million short tons grading 0.013 troy oz per short ton) (the Mineral Reserve Estimate was prepared in accordance with the 2014 CIM Definition Standards and is contained within pit designs using Indicated Mineral Resources only and a gold price of $1,800/oz);
• Run of mine design gold recovery: 79% for oxide; 70% for transition; 56% for sulfide. Crushed design gold recovery: 88% for oxide; 80% for transition; 74% for sulfide;
• 10-year plus life-of-mine averaging production of over 300 thousand ounces Au per year, with an average of 348koz Au per year over the first five years;
• Life-of-mine all-in sustaining costs (AISC) of ~$1,103/oz Au; and,
• Fully-Permitted: US BLM positive Record of Decision announced July 15, 2025.

Jason Attew, President & CEO of OR Royalties commented: “Consolidating our royalty interest in Spring Valley, a fully permitted, multi-million-ounce gold project in Nevada, is a high-conviction move for OR Royalties. This acquisition enhances our peer-leading growth profile by adding significant, long-life gold production starting in 2028 (with GEOs to OR Royalties starting as early as 2029), further validating our strategy of acquiring top-tier assets in the world’s best mining jurisdictions.”

Sources for Technical Information:

https://solidus-resources.com/spring-valley-project/technical-report/

https://solidus-resources.com/solidus-resources-llc-announces-positive-feasibility-study-results-for-its-spring-valley-gold-project-in-nevada/

https://s203.q4cdn.com/976005377/files/doc_financials/2025/q3/Q3-25-Conference-call-slides-final.pdf

https://www.wheatonpm.com/news/news-details/2025/Wheaton-Precious-Metals-Announces-the-Acquisition-of-a-Gold-Stream-on-the-Spring-Valley-Project-Located-in-Nevada/default.aspx

https://sailfishroyalty.com/index.php/projects/spring-valley-royalties/

Qualified Person

The scientific and technical content of this news release has been reviewed and approved by Guy Desharnais, Ph.D., P.Geo., Vice President, Project Evaluation at OR Royalties Inc., who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About OR Royalties Inc.

OR Royalties is a precious metals royalty and streaming company focused on Tier-1 mining jurisdictions defined as Canada, the United States, and Australia. OR Royalties commenced activities in June 2014 with a single producing asset, and today holds a portfolio of over 195 royalties, streams and similar interests. OR Royalties’ portfolio is anchored by its cornerstone asset, the 3-5% net smelter return royalty on Agnico Eagle Mines Ltd.’s Canadian Malartic Complex, one of the world’s largest gold mines.