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THE SIGNAL

Empress Royalty is paying US$62 million for an existing gold stream over Côte d’Ivoire’s Tongon mine, with US$55 million of the purchase funded by a 36-month senior secured loan from another Appian entity. The debt carries a minimum 11% cash coupon before fees: 7.5% plus three-month Term SOFR, subject to a 3.5% SOFR floor.

The maturity mismatch is the first thing to notice. Empress is using three-year first-lien debt to buy an instrument whose contractual tail can run for roughly 29 years. A 1% arrangement fee and 1.5% original issue discount increase the effective financing cost further, before accounting for warrants issued to the lender.

Appian is also not simply selling and leaving. One Appian entity sells the stream, another finances most of Empress’s purchase, the seller can receive up to US$19 million of additional per-ounce payments after Tongon reaches 400,000 ounces of cumulative production, and only after that cap is reached can Appian participate in 35% of Empress’s stream economics above 51,000 ounces of annual mine production through 2040. The lender also receives warrants representing 2.2% of Empress’s fully diluted shares on the initial draw.

Every one of those claims ultimately depends on Tongon producing enough gold. Barrick had expected the mine to enter care and maintenance from 2027. Atlantic Group acquired it in December 2025 for consideration of up to US$305 million, supported by a US$150 million Appian financing package of secured debt and the stream Empress is now buying. Extending Tongon’s mine life is therefore not incidental to the transaction. It is what supports the economics underneath it.

Zimbabwe, Botswana and Namibia show the same capital question at earlier stages. Zimbabwe has tangible new rolling stock, but the larger US$115 million Afreximbank rail facility that would support locomotives, wagons and network rehabilitation still has to move from years of negotiation into executed financing and drawdown. Botswana has environmental clearance for a proposed mining-reagents plant aimed at supplying copper and cobalt processors in Zambia and the DRC, but the public record still carries two different project descriptions, US$140 million at Leupane versus US$103 million at Palapye, leaving financial close to establish what is actually being built and funded. In Namibia, the Karibib Lithium Project, stalled since 2022 after Lepidico’s financial failure, is moving toward a new controlling shareholder: African Critical Elements is seeking to acquire the 80% interest, with Huni Urib retaining 20%. Yet no committed development financing has been disclosed. Karibib can therefore change hands before anyone has proved that the project itself is financeable again.

Capital formation through decomposition rather than consolidation is the thread. A mine can support streams, secured debt, rail assets, reagent plants and distressed-project optionality without any one investor owning the whole asset. What cannot be divided indefinitely is the underlying cash flow required to support those claims.

NEWS»

Empress Uses Three-Year First-Lien Debt to Buy a Stream With a 29-Year Tail

Empress Royalty has agreed to pay US$62 million for Appian’s existing gold stream over Côte d’Ivoire’s Tongon mine.

The stream originated in Atlantic Group’s December 2025 acquisition of Tongon from Barrick for consideration of up to US$305 million. Appian financed that acquisition with a US$150 million package of senior secured debt and the gold stream Empress is now buying. That package represented almost half the maximum headline purchase consideration, and potentially more depending on how much contingent consideration Atlantic ultimately pays.

Empress will finance most of its acquisition through another Appian entity. Appian Empire Loanco is providing a US$75 million senior secured facility, of which US$55 million will fund the Tongon purchase and another US$20 million remains available for future royalty and stream acquisitions.

The loan bears 7.5% plus three-month Term SOFR, subject to a 3.5% SOFR floor, establishing an 11% minimum cash coupon before a 1% arrangement fee and 1.5% original issue discount on each draw. It matures after 36 months, carries first-priority security and requires no scheduled principal amortisation during the first year.

Appian also receives warrants representing 2.2% of Empress’s fully diluted common shares on the initial draw. Empress states the exercise price as $1.17 without specifying the currency. Although Empress trades on the TSXV in Canadian dollars, the transaction announcement itself is silent.

The stream gives Empress 3.58% of payable gold until cumulative Tongon production from 31 January 2026 reaches 400,000 ounces. It then falls to 2.93% until 600,000 ounces and to 0.81% thereafter for a contractual term that can extend for approximately 29 years. Empress pays only 0.5% of the prevailing gold price for ounces delivered.

Appian has nevertheless retained further exposure. After the first 400,000 ounces, it can receive US$40 for each additional ounce produced, capped at US$19 million. Once that cap is reached, Appian can participate in 35% of Empress’s stream economics attributable to annual Tongon production above 51,000 ounces through 2040, subject to contractual buyback and extinguishment rights.

Why it matters

Appian ends up with four economic positions around the transaction: seller, secured lender, contingent participant and warrant holder.

Atlantic retains the mine and operating risk. Empress acquires long-duration exposure to gold production but finances it with debt whose maturity arrives long before the contractual stream expires.

That mismatch matters because Tongon’s mine life remains the underlying risk.

Tongon produced about 125,600 ounces in 2025, according to information supplied to Empress. Atlantic reported approximately US$445 million in revenue, US$164 million in EBITDA and US$75 million in free cash flow in the first half of 2026.

At the 2025 production rate, a 3.58% stream equates to roughly 4,500 ounces a year, while 400,000 ounces of cumulative mine production represents a little over three years of output.

The first stream step-down is therefore conceivable on current production.

A 29-year stream is another proposition entirely.

Extractives Daily view

Tongon’s mine life, not its contractual stream life, should anchor the analysis.

Barrick had originally expected Tongon to close in 2020, repeatedly extended its life through exploration and later assumed care and maintenance from 2027. Atlantic’s acquisition case therefore depends partly on finding, converting and economically extracting more ounces.

Empress is effectively using expensive short-duration secured capital to acquire exposure to Atlantic’s ability to prove that additional mine life.

The transaction also has a governance layer. Empress will pay US$2.69 million in advisory fees, partly through 2,125,027 shares. Of those, 1,560,955 go to Endeavour Financial (Cayman) Limited, where Empress Executive Chairman David Rhodes is a shareholder and director. Empress classified the issuance as a related-party transaction, and Rhodes declared his interest and abstained from voting on the resolutions approving the fee shares.

The issue is not that any one of these claims is unusual in isolation. It is that the US$62 million purchase price sits inside a much wider economic structure comprising secured debt, financing fees, warrants, retained Appian participation and related-party advisory consideration, all ultimately reliant on the same mine producing enough gold.

If Atlantic does not publish an updated mine plan or reserve statement, Empress’s own quarterly reporting becomes the next-best evidence. Streamed ounces received, implied Tongon production, progress towards the 400,000-ounce threshold and Empress’s debt servicing will show whether the transaction is performing before the three-year facility matures.

Zimbabwe Adds Rolling Stock While the US$115m Rail Loan Remains Unclosed

Zimbabwe’s National Railways has commissioned three refurbished locomotives and 100 wagons under a partnership with ferrochrome producer Zimasco, which funded roughly US$2.5 million of spares and refurbishment.

Mutapa Investment Fund describes a broader US$121 million programme, including a US$6 million facility for wagon refurbishment and continued negotiations with Afreximbank for US$115 million to procure locomotives and wagons and rehabilitate infrastructure.

Why it matters

Zimbabwe’s mining growth is increasing the importance of bulk logistics just as NRZ carries far less freight than it did historically. Lithium concentrate is among the newer mineral flows using the railway.

Extractives Daily view

The rolling stock is new. The US$115 million financing proposition is not.

Zimbabwe has pursued an Afreximbank facility of this scale for years, including further government references earlier in 2026.

Three locomotives and 100 wagons can improve operating capacity. They do not constitute railway recapitalisation.

The financing becomes a new event when the facility is executed and drawn.

Botswana Clears a US$140m Reagents Plant, but Its Project Record Still Conflicts

Kemcore has received environmental clearance for a Botswana mining-chemicals facility intended to supply copper and cobalt processors in Zambia and the DRC.

Reuters reports a phased investment of approximately US$140 million, with capacity of around 150,000 tonnes of mining reagents a year and financial close targeted for December 2026.

Why it matters

Botswana can gain exposure to Copperbelt production without owning the copper or cobalt.

Regional manufacture of specialised reagents could capture expenditure currently embedded in imported chemicals and logistics.

Extractives Daily view

The project has cleared an environmental hurdle before clearing a disclosure one.

Reuters places the US$140 million facility inside Botala Energy’s Leupane Energy Hub. Kemcore’s own material has described a US$103 million integrated manufacturing complex associated with Palapye.

The difference may reflect an expanded or relocated project, but it has not been publicly reconciled.

One connection is clearer: Kemcore founder Calisto Radithipa told Reuters that discussions to secure gas from Botala Energy’s nearby coal-bed methane project are advanced. No supply agreement has been announced.

Financial close must establish which project configuration, location and cost base are actually being financed.

Karibib Can Change Owners Before It Becomes Financeable

African Critical Elements is seeking to acquire Lepidico Holdings (Canada) Inc., the corporate route to an 80% interest in Namibia’s Karibib Lithium Project. Namibian company Huni Urib holds the remaining 20%.

Karibib is not an early-stage exploration asset. The brownfield project covers the historic Rubicon and Helikon deposits under Mining Licence ML204, a 68 km² mining area with surrounding exploration ground. It sits near the town of Karibib with road and rail access to the deep-water port of Walvis Bay.

Lepidico advanced the project through feasibility, engineering and permitting. Its 2023 reserve update reported 9.43 million tonnes at 0.43% Li₂O, supporting a 19-year Phase 1 operating life, while further drilling at Helikon 2, 3 and 4 was intended to push the operating life beyond 20 years.

The development concept was also unusually advanced geographically. Ore would be mined and concentrated in Namibia and shipped to a chemical conversion plant in Abu Dhabi. Lepidico secured a 25-year land lease there, completed the ESIA and obtained the environmental permit to construct.

Capital, not geology or basic infrastructure, became the problem.

A 2022 control estimate put the Karibib mine and concentrator at US$63 million and the Abu Dhabi plant at US$203 million. By 2024, weak lithium markets had pushed Lepidico toward a lower-capital staged strategy, prioritising concentrate production in Namibia before committing to the downstream plant. It was still seeking a strategic partner late that year before entering voluntary administration in December after failing to secure funding.

An attempted rescue followed. International Lithium Corp., later renamed ILC Critical Minerals, obtained an option in 2025 to acquire the Karibib interests. The company said it had financing ready, but the option expired in February 2026 after TSX Venture Exchange approval was not obtained in time and ILC was prevented from advancing additional working capital.

ACE is now the next prospective owner. The Namibian Competition Commission says the newly established UK company was created to acquire the Karibib interests and finance their development. The proposed transaction remains under review.

Why it matters

Karibib has accumulated much of what normally de-risks a development project: defined reserves, feasibility work, mining tenure, established road and rail access, port connectivity and substantial downstream permitting.

Yet successive ownership structures have failed to convert that technical progress into construction finance.

That makes the current transaction less a lithium discovery story than another attempt to recapitalise a stranded advanced asset.

Extractives Daily view

Competition approval can determine who controls Karibib. It cannot determine whether Karibib is financeable.

ACE has not disclosed committed development funding, an updated capital requirement or whether it intends to preserve Lepidico’s Namibia-to-Abu Dhabi model.

Those are now the three questions that matter: what will be built, what will it cost and who will fund it?

The answer may look very different from Lepidico’s original integrated project. Lithium prices have changed, the capital strategy had already shifted toward staged development by 2024, and another prospective owner has already failed to complete a rescue transaction.

Karibib’s geology has survived each ownership cycle. Its financing structure has not.

Ownership is moving faster than bankability.

WHAT TO WATCH NEXT

Tongon: Transaction closing and the US$55 million draw, followed by either an updated Atlantic reserve or mine plan or, failing that, Empress’s quarterly streamed ounces, implied mine production and debt servicing.

Zimbabwe: Executed Afreximbank financing and first drawdown of the US$115 million facility.

Botswana: Reconciliation of the US$140 million and US$103 million project descriptions, then financial close targeted for December.

Karibib: Final NaCC determination, acquisition closing and committed development funding.

LISTED EXPOSURE

This section identifies listed companies with exposure to the commodities and jurisdictions covered above, so that readers can compare how the same country or sector development may affect different operators. It covers named participants in today's stories first, then other listed companies active in the same jurisdiction on the same commodity.

Exposure varies enormously in both size and directness, and several of the most important operators in these jurisdictions are private or state-owned and therefore absent. Inclusion is not investment advice or a recommendation to buy or sell any security.

Côte d’Ivoire gold

Empress Royalty | EMPR | TSXV
Direct Tongon stream exposure. Watch the 36-month secured debt, 11% minimum coupon before fees, reserve replacement and Appian’s retained contingent economics.

Endeavour Mining | EDV | LSE / TSX
Producer through Ity and Lafigué, providing a comparison with Tongon’s mature-mine profile.

Perseus Mining | PRU | ASX / TSX
Producer through Yaouré and Sissingué.

Allied Gold | AAUC | TSX / NYSE
Producer through Bonikro and Agbaou.

Montage Gold | MAU | TSX
Developing Koné.

Turaco Gold | TCG | ASX; Aurum Resources | AUE | ASX; Awalé Resources | ARIC | TSXV; Thor Explorations | THX | AIM / TSXV
Additional development and exploration exposure to Côte d’Ivoire gold.

Atlantic Group is privately held.

Zimbabwe mining and rail

Zimplats Holdings | ZIM | ASX
Large Zimbabwe PGM producer with second-order exposure to national bulk-logistics capacity.

Zhejiang Huayou Cobalt | 603799 | Shanghai; Sinomine Resource Group | 002738 | Shenzhen; Chengxin Lithium Group | 002240 | Shenzhen
Material Zimbabwe lithium exposure for which improved bulk-export logistics is relevant. No direct entitlement to the current NRZ programme should be assumed.

Botswana mining supply chain

Botala Energy | BTE | ASX
Potential second-order exposure through the proposed Leupane configuration. Kemcore says discussions to source gas from Botala’s nearby coal-bed methane project are advanced, but no supply agreement has been announced and the Leupane versus Palapye location discrepancy remains unresolved.

Sandfire Resources | SFR | ASX
Copper producer through Motheo and part of the regional mining market the proposed reagents facility could ultimately serve.

MMG | 1208 | HKEX
Owner of Khoemacau. No Kemcore supply relationship has been disclosed.

Namibia lithium

Andrada Mining | ATM | AIM
Namibian lithium exposure alongside tin at Uis.

Arcadia Minerals | AM7 | ASX and Askari Metals | AS2 | ASX
Additional listed lithium exploration exposure in Namibia.

Karibib’s proposed buyer ACE and 20% shareholder Huni Urib are private.