Mr. Jason Attew reports

OR ROYALTIES ANNOUNCES ACQUISITION OF ADDITIONAL ROYALTIES ON SPRING VALLEY IN NEVADA

OR Royalties Inc. 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 (NSR) royalty assets, largely consisting of royalties that cover Solidus Resources LLC's Spring Valley gold project located in Pershing county, Nevada, United States. 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:

• An effective 3.0-per-cent NSR royalty on the Schmidt claim block, which covers the majority of the acres included in Solidus's proposed open-pit at Spring Valley;
• A 1.0-per-cent NSR royalty on a portion of the proposed open pit at Spring Valley (the additional royalty areas);
• A 0.5-per-cent NSR royalty on a portion of the proposed open pit at Spring Valley (the perimeter royalty area);
• A 2.0-per-cent 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.

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 fourth globally as a mining jurisdiction in the Annual Survey of Mining Companies, 2024 completed by The Fraser Institute. 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-per-cent NSR royalty on the Schmidt claims, a 4.0-per-cent NSR royalty on the additional royalty areas and a 1.0-per-cent NSR royalty on the perimeter royalty area.
• Adds to peer-leading five-year gold equivalent ounce (GEO) growth profile: The transaction, anchored by the NSR royalties covering Solidus's Spring Valley, is expected to add GEOs over-and-above OR Royalties' recently released 2030 five-year outlook range of 120,000 to 135,000 GEOs. Spring Valley is construction ready and Solidus expects to achieve first gold production in the first half of 2028.
• 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.

Spring Valley project

Solidus Resources is on the verge of advancing Spring Valley in Pershing county, Nevada, United States, through construction and eventually into operations. Solidus is a wholly owned subsidiary of Waterton Gold, a private mining company. Since consolidating 100-per-cent ownership of Spring Valley in 2015, Solidus has substantially derisked 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 (Au) (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 (Canadian Institute of Mining) definition standards and is contained within pit designs using indicated mineral resources only and a gold price of $1,800/ounce).
• Run of mine design gold recovery: 79 per cent for oxide; 70 per cent for transition; 56 per cent for sulphide. Crushed design gold recovery: 88 per cent for oxide; 80 per cent for transition; 74 per cent for sulphide.
• Ten-year plus life-of-mine averaging production of over 300,000 ounces (oz) Au per year, with an average of 348,000 oz Au per year over the first five years.
• Life of mine (LOM) all-in sustaining costs (AISC) of approximately $1,103/oz Au.
• Fullyp permitted: United States BLM (Bureau of Land Management) positive record of decision announced July 15, 2025.

Jason Attew, president and chief executive officer of OR Royalties, commented: "Consolidating our royalty interest in Spring Valley, a fully permitted, multimillion-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."

Qualified person

The scientific and technical content of this news release has been reviewed and approved by Guy Desharnais, PhD, PGeo, vice-president, project evaluation, at OR Royalties, 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- to 5-per-cent net smelter return royalty on Agnico Eagle Mines Ltd.'s Canadian Malartic complex, one of the world's largest gold mines.

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