Cerro de Pasco Resources Inc — Capital/Financing Update 2021

Apr 30, 2021

MATERIAL CHANGE REPORT

1. Name and Address of Company:

Empress Royalty Corp. (“ Empress Royalty ” or the “ Company ”) Unit 1 – 15782 Marine Drive White Rock, British Columbia V4B 1E6

2. Date of Material Change

April 29, 2021

3. Press Release

Issued April 30, 2021, distributed through ACCESSWIRE and through various other approved public media.

4. Summary of Material Change(s):

Empress Royalty announced it has funded the initial payment of US$2M of the US$5M silver stream agreement (the “Stream”) on the Tahuehueto project in Mexico owned by Telson Mining Corporation (“Telson”).

5.

Full Description of Material Change

Empress Royalty announced it has funded the initial payment of US$2M of the US$5M silver stream agreement (the “Stream”) on the Tahuehueto project in Mexico owned by Telson Mining Corporation (“Telson”).

As announced on April 16, 2021, Empress executed the Stream agreement on production of 100% of the payable silver production from Telson’s Tahuehueto for the first 1,250,000 payable ounces, thereafter, the percentage will step-down to 20% of the payable silver production to a maximum of 10 years from first production after which the Stream terminates.

The Stream is part of a US$25M full financing solution being provided to Telson by Empress and its strategic partners, Accendo Banco (“Accendo”) and Endeavour Financial (“Endeavour”). The US$25M financing included a Telson US$8M equity private placement which closed on March 30, 2021, a US$5M silver stream created by Empress and a US$12M debt facility from Accendo. With the first tranche initial payment of the Stream completed, the remaining US$3M second tranche will be funded on the closing of the Accendo debt facility and re-structuring of existing loans. Telson has informed the Company that documentation for the Accendo Banco loan is progressing well and anticipates closing in May 2021.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable

7. Omitted Information

Not Applicable

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8. Executive Officer

The following senior officer of the Company is knowledgeable about the material change and may be contacted by the Commission at the following address and telephone number:

Doris Meyer, Corporate Secretary Unit 1- 15782 Marine Drive White Rock, British Columbia V4B 1E6 PHONE: (604) 536-2711 x 3

9. Date of Report

DATED at White Rock, British Columbia this 30[th] day of April 2021.

“Doris Meyer” Doris Meyer, Corporate Secretary