Nations Royalty Announces Upsize of Bought Deal LIFE Private Placement for Gross Proceeds of C$13 Million

Vancouver, British Columbia--(Newsfile Corp. - January 15, 2026) - Nations Royalty Corp. (TSXV: NRC) (OTCQB: NRYCF) (FSE: Y96) ("Nations Royalty" or the "Company") is pleased to announce that as a result of strong investor demand, the Company and Red Cloud Securities Inc. ("Red Cloud") have agreed to increase the size of its previously announced "bought deal" private placement (the "Underwritten Offering") from gross proceeds of C$10,000,000 to gross proceeds of C$13,000,000. Pursuant to the upsized Underwritten Offering, Red Cloud, acting as co-lead underwriter and sole bookrunner, and Canaccord Genuity Corp. (collectively with Red Cloud, the "Underwriters"), as co-lead underwriter, will purchase for resale 8,125,000 units of the Company (the "Units") at a price of C$1.60 per Unit (the "Offering Price").

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 shall entitle 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 that date which is 36 months after the Closing Date (as herein defined).

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 1,250,000 Units at the Offering Price for 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 shall be collectively referred to as the "Offering".

The Company intends to use the net proceeds of the Offering for acquisitions of royalties, income and commodity streams, annual benefit payments and similar interests, as well as for working capital purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), 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 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.