OR Royalties Announces Acquisition of Additional Royalties on Spring Valley in Nevada

Rhea-AI Summary

OR Royalties (OR) agreed to acquire Terraco and associated NSR royalties covering Solidus’ Spring Valley project for $168 million, expected to close in H1 2026 subject to TSX Venture Exchange approval. Upon closing OR Royalties would hold combined pro-forma NSRs of 6.0%, 4.0% and 1.0% across Spring Valley plus a 2.0% NSR on Moonlight.

Spring Valley is fully permitted with a 2025 Feasibility Study: Mineral Reserves 3.88 Moz Au, average first-five-year production ~348 koz Au/yr, LOM AISC ~$1,103/oz, and expected first gold production in H1 2028.

Positive

• $168 million definitive acquisition of Terraco and NSR royalties
• Combined royalties of 6.0%, 4.0% and 1.0% at Spring Valley pro-forma
• Mineral Reserves 3.88 Moz Au at Spring Valley (Feasibility Study 2025)
• First-five-year average production ~348 koz Au/yr
• Project fully permitted with first gold production expected H1 2028
• Life-of-mine AISC of approximately $1,103/oz

Negative

• Transaction requires TSX Venture Exchange approval and customary closing conditions
• OR gains concentrated exposure to a single large project (Spring Valley) and adjacent Moonlight
• OR’s GEO contribution from Spring Valley may begin in 2029, one year after first production

Key Figures

Transaction consideration: $168 million Schmidt NSR royalty: 3.0% NSR Additional Royalty Areas NSR: 1.0% NSR +5 more

8 metrics

Transaction consideration $168 million Total cash consideration for Terraco and NSR Royalties

Schmidt NSR royalty 3.0% NSR Effective royalty on Schmidt Claim Block at Spring Valley

Additional Royalty Areas NSR 1.0% NSR Portion of proposed open pit at Spring Valley

Perimeter Royalty Area NSR 0.5% NSR Portion of proposed open pit at Spring Valley

Moonlight Property NSR 2.0% NSR Adjacent Moonlight Property owned by Waterton Gold Corp.

Mineral Reserves 3.88 million oz Au Spring Valley Mineral Reserves under 2014 CIM Definition Standards

Reserve tonnage and grade 306.9M short tons @ 0.013 oz/t Spring Valley Mineral Reserve tonnage and grade

LOM AISC $1,103/oz Au Life-of-mine all-in sustaining costs at Spring Valley

Market Reality Check

Price: $44.73 Vol: Volume 1,630,606 is 1.11x...

normal vol

$44.73 Last Close

Volume Volume 1,630,606 is 1.11x the 20-day average of 1,473,119, showing elevated interest pre‑announcement. normal

Technical Trading above the 200-day MA of 33.13, reflecting a sustained uptrend ahead of this deal.

Peers on Argus

While OR rose 2.4%, 7 gold peers in momentum scans (e.g., BTG, EGO, IAG, NGD) mo...

7 Down

While OR rose 2.4%, 7 gold peers in momentum scans (e.g., BTG, EGO, IAG, NGD) moved down around -1.2%, indicating this move was stock-specific rather than a sector rotation.

Previous Acquisition Reports

5 past events · Latest: Feb 18 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 18	Royalty portfolio buy	Positive	+2.9%	Bought eight royalties for $115M anchored by San Gabriel NSR.
Jan 29	Namdini NSR increase	Positive	-2.4%	Raised Namdini NSR to 2.0% for up to $103.5M.
Jun 02	Silver stream deal	Positive	-0.9%	Acquired South Railroad silver stream and updated key projects.
Dec 23	Gibraltar, Dalgaranga deals	Positive	-0.3%	Expanded Gibraltar silver stream and bought Dalgaranga GRR.
Jul 15	Cascabel gold stream	Positive	+1.5%	Entered Cascabel gold stream with Franco-Nevada for staged deposits.

Pattern Detected

Acquisition and streaming deals have generally produced modest single-day moves, with a mix of small gains and declines.

Recent Company History

Over the past 18 months, OR Royalties has repeatedly used acquisitions to expand its royalty and streaming portfolio. Recent deals include a $115M portfolio anchored by a 1.5% NSR on San Gabriel and an additional 1.0% NSR on the Namdini mine for up to $103.5M. Earlier transactions added silver streams and gold royalties in Nevada, Peru, Ecuador and Australia. The Spring Valley acquisition fits this pattern of targeting Tier‑1 jurisdictions and long‑life assets, reinforcing the growth strategy highlighted in prior updates.

Historical Comparison

+0.2% avg move · Across 5 prior acquisition headlines, OR’s average 1-day move was 0.17, indicating typically muted r...

acquisition

+0.2%

Average Historical Move acquisition

Across 5 prior acquisition headlines, OR’s average 1-day move was 0.17, indicating typically muted reactions to deal news.

Acquisition history shows a steady build-out of royalties and streams on large, long-life gold and silver assets in Tier-1 jurisdictions, with Spring Valley now moving from permitting milestones toward construction and potential production.

Market Pulse Summary

This announcement adds substantial royalty exposure to Spring Valley, a fully permitted, constructio...

Analysis

This announcement adds substantial royalty exposure to Spring Valley, a fully permitted, construction-ready gold project in Nevada with 3.88Moz in Mineral Reserves and life-of-mine AISC of about $1,103/oz. Combined with OR Royalties’ existing interests, the deal deepens its footprint in a Tier‑1 jurisdiction and supports its 5‑year GEO growth profile. Investors may monitor project construction progress, first gold timing in 2028, and how this transaction fits alongside other recent acquisitions.

Key Terms

net smelter return, nsr royalty, heap-leach, all-in sustaining costs, +4 more

8 terms

net smelter return financial

"which indirectly owns net smelter return (“NSR”) royalty assets (the “NSR Royalties”)"

Net smelter return is the percentage of revenue from selling a mineral or metal that a mining company or project owner receives after deducting costs like refining and transportation. It functions like a share of the profits from the mineral's sale, giving investors an idea of how much money the project generates. This measure helps investors assess the potential profitability of a mining asset.

nsr royalty financial

"An effective 3.0% NSR1 royalty on the Schmidt Claim Block"

A net smelter return (NSR) royalty is a payment to a rights holder equal to a fixed percentage of the money a mine actually receives from selling refined metal, after the costs of turning ore into a saleable product are taken out. Think of it like a toll collected on each shipment after it’s been cleaned and sold. For investors, NSR royalties matter because they create a steady revenue stream with lower operational risk for the royalty holder, while reducing the owner-operator’s share of project cash flow and affecting project valuation.

heap-leach technical

"represents Nevada's next large-scale, low-cost, heap-leach gold mine."

Heap leach is a mining method that extracts metals (often gold, copper or silver) by stacking crushed ore on a lined pad and trickling a chemical solution through it so dissolved metals can be collected and processed—like steeping tea to pull flavor from leaves. Investors care because heap leaching typically lowers upfront costs and boosts recoverable output but also brings variable recovery rates, capital needs, and environmental or permitting risks that affect a mine’s profitability and schedule.

all-in sustaining costs financial

"Life-of-mine (LOM) all-in sustaining costs (AISC) of ~$1,103/oz Au;"

All-in sustaining costs (AISC) is a per-unit measure used mainly in the mining sector that captures the full ongoing cost to produce a unit of metal, including operating expenses, sustaining capital (maintenance of current operations), and a share of corporate overhead and site-level costs. Investors use AISC to judge whether production generates real profit and sustainable cash flow—think of it as the total monthly household cost to keep a home running, not just the utility bill.

feasibility study technical

"and a Feasibility Study completed in 2025."

A feasibility study is an assessment that evaluates whether a proposed project or idea is practical and likely to succeed before investing significant time and resources. It considers factors like costs, potential benefits, and challenges, helping stakeholders decide if moving forward makes sense. Think of it as a detailed plan that gauges if a new venture is worth pursuing.

record of decision regulatory

"US BLM positive Record of Decision announced July 15, 2025."

A record of decision is an official written statement from a government regulator that explains and finalizes its approval or denial of a proposed project after reviewing environmental and legal factors. For investors, it matters because it removes a major regulatory uncertainty — like a referee’s final whistle — allowing a project to move forward, be funded, or be halted, which can change timelines, costs, and potential liabilities.

gold equivalent ounce financial

"Adds to Peer-Leading 5-Year Gold Equivalent Ounce (“GEO3”) Growth Profile:"

A gold equivalent ounce converts the value of other metals produced or contained in a deposit (like silver, copper or zinc) into the amount of gold that would have the same market value at current prices. Think of it as changing different currencies into one common money so investors can compare and add up total metal output or reserves easily. It matters because it simplifies valuation, allows apples‑to‑apples comparisons across projects, and shows how revenue and mine economics change when metal prices move.

national instrument 43-101 regulatory

"who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure"

National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

AI-generated analysis. Not financial advice.

MONTRÉAL, Feb. 24, 2026 (GLOBE NEWSWIRE) -- OR Royalties Inc. (“OR Royalties” or the “Company”) (OR: TSX & NYSE) is pleased to announce that it has entered into a definitive agreement to acquire Terraco Gold Corp. (“Terraco”), a wholly-owned subsidiary of Sailfish Royalty Corp., which indirectly owns net smelter return (“NSR”) royalty assets (the “NSR Royalties”), largely consisting of royalties that cover Solidus Resources LLC’s (“Solidus”) Spring Valley Gold Project (“Spring Valley” or the “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”). 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 (“Schmidt Claims”) 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 (“Waterton Gold”) (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 (“GEO³”) 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 (“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 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 (“koz”) Au per year, with an average of 348koz Au per year over the first five years;
• Life-of-mine (LOM) 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 (“NI 43-101”).

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.

OR Royalties’ head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.

For further information, please contact OR Royalties Inc.:
Grant Moenting Vice President, Capital Markets Cell: (365) 275-1954 Email: gmoenting@ORroyalties.com	Heather Taylor Vice President, Sustainability and Communications Tel: (647) 477-2087 Email: htaylor@ORroyalties.com

Forward-Looking Statements

Certain statements contained in this press release may be deemed “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, achievement of all conditions precedent to close the Transaction in a timely manner, guidance as to GEO outlook and deliveries and that production at the Spring Valley Gold Project will enhance the Company’s growth profile in a timely manner, that construction, development and ramp-up of the Spring Valley Gold Project, and expected timing and volume of production will be met in a timely manner, and development and growth catalysts will be achieved by the operators of the properties in which the Company holds interest. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions or variations (including negative variations), or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of OR Royalties, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation, (i) with respect to properties in which OR Royalties holds a royalty, stream or other interest (collectively an “Interest”); risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from Mineral Resource Estimates or production forecasts by operators, (d) differences in conversion rate from Mineral Resources to Mineral Reserves and ability to replace Mineral Resources, (e) the unfavorable outcome of any challenges or litigation relating title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks, (ii) with respect to other external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by OR Royalties, (b) a trade war or new tariff barriers, (c) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (d) regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies, regulations and political or economic developments in any of the countries where properties in which OR Royalties holds an Interest are located or through which they are held, (e) continued availability of capital and financing and general economic, market or business conditions, and (f) responses of relevant governments to infectious diseases outbreaks and the effectiveness of such response and the potential impact of such outbreaks on OR Royalties’ business, operations and financial condition; (iii) with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by OR Royalties, (b) the integration of acquired assets or (c) the determination of OR Royalties’ PFIC status. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in OR Royalties’ ongoing income and assets relating to determination of its PFIC status, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended and, with respect to properties in which OR Royalties holds an Interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets.

For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of OR Royalties filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. OR Royalties cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. OR Royalties believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this press release are not guarantee of future performance and should not be unduly relied upon. In this press release, OR Royalties relies on information publicly disclosed by other issuers and third parties pertaining to its assets and, therefore, assumes no liability for such third-party public disclosure. These statements speak only as of the date of this press release. OR Royalties undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

___________________________

¹ For clarity, the up to 3.0% NSR royalty being acquired by OR Royalties is part of a total 6.0% NSR royalty above $700 per ounce gold (“/oz Au”), the other 3.0% portion of which is already owned by OR Royalties. The sliding scale NSR royalty is not payable on the first 500,000 ounces of gold recovered from commercial production on the Schmidt Claim Block.
² https://www.fraserinstitute.org/studies/annual-survey-mining-companies-2024
³ For a definition of GEOs, please refer to the Management’s Discussions and Analysis for the year ended December 31, 2025, filed on www.sedarplus.ca.
⁴ https://sailfishroyalty.com/index.php/projects/spring-valley-royalties/;
https://s203.q4cdn.com/976005377/files/doc_financials/2025/q3/Q3-25-Conference-call-slides-final.pdf;
OR’s acquired interest in the Moonlight property (identified as 2–3% and 2% in Figure 1) consists of a 2% NSR on the Claims and an up to 2% NSR on Fee Lands owned by a wholly-owned subsidiary of Terraco at the time of creation (prorated for proportional ownership). This interest is in addition to OR’s pre-existing 1% NSR on the Claims and some other holdings within the identified area.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/bc9ec5d0-e2d0-4876-b56f-3ef89ce3b86e

FAQ

What is OR Royalties buying in the $168 million Spring Valley deal (OR)?

OR Royalties is acquiring Terraco and associated NSR royalties for $168 million. According to the company, the assets include NSRs that pro-forma to 6.0%, 4.0% and 1.0% coverage at Spring Valley.

How does the Spring Valley acquisition change OR Royalties' royalty percentages (OR)?

The acquisition increases OR Royalties' pro-forma coverage to 6.0%, 4.0% and 1.0% across Spring Valley. According to the company, these combine with existing royalties to consolidate position over the proposed open pit.

When is Spring Valley expected to produce and when will OR Royalties see GEOs (OR)?

Solidus expects first gold production in H1 2028, and OR Royalties expects GEOs from Spring Valley to begin as early as 2029. According to the company, construction is underway following permitting and a 2025 Feasibility Study.

What scale and economics does Spring Valley report in the Feasibility Study (OR)?

Spring Valley reports Mineral Reserves of 3.88 Moz Au and first-five-year average production of ~348 koz Au/yr. According to the company, LOM AISC is approximately $1,103/oz and recovery assumptions are provided by deposit type.

Is the $168 million transaction with Terraco finalized and what approvals are needed (OR)?

The transaction is a definitive agreement but subject to customary closing conditions and TSX Venture Exchange approval. According to the company, completion is expected in the first half of 2026.

How does the Spring Valley deal affect OR Royalties’ 5-year GEO outlook (OR)?

The company says the acquisition will add GEOs beyond OR Royalties' 2030 five-year outlook of 120,000–135,000 GEOs. According to the company, Spring Valley’s scale supports peer-leading GEO growth.