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CVW Sustainable Royalties Announces $25 Million Brokered Offering

Press Release

February 4, 2026

CALGARY, ALBERTA – CVW Sustainable Royalties Inc. (TSXV: CVW) (FSE: TMD) (“CVW Royalties” or the “Company” ) is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. to act as lead agent and co-bookrunner, on behalf of a syndicate of agents including Paradigm Capital Inc. (the “Agents“), in connection with a best-efforts private placement offering (the “Offering“), consisting of up to 32,051,000 units of the Company (each, a “Unit“) at an issue price of $0.78 per Unit (the “Offering Price“) for expected gross proceeds of up to approximately $25.0 million.

Each Unit shall consist of one common share (each, a “Common Share“) and one Common Share purchase warrant (each, a “Warrant“). Each Warrant shall be exercisable to purchase an additional Common Share at a price of $0.95 per Warrant for a period of two years from the Closing Date (as defined below). At any time following the 6-month anniversary of the Closing Date, and from time to time thereafter, if the VWAP of the Common Shares exceeds $1.20 for 30 consecutive trading days at any time, the Company may, within 20 days following such occurrence but without having been required to act upon the first occurrence thereof, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 calendar days after the date of such notice.

In connection with the Offering, the Company has granted the Agents an option to sell up to such number of additional Units which is equal to 15% of the Units sold under the Offering at the Offering Price (the “Agents’ Option“). The Agents’ Option will be exercisable in whole or in part, at the sole discretion of the Agents, up to 48 hours prior to the Closing Date (as defined below).

The Units will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements in each of the provinces of Canada and in such other jurisdictions as may be mutually agreed between the Company and the Agents. The Common Shares and Warrants underlying the Units issued under the Offering will be subject to a four-month and one-day statutory hold period in accordance with applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering to fund future royalty transactions, diligence and closing expenses related thereto, and general corporate purposes.

The Offering is expected to close on or about February 26, 2026, or such other date(s) as may be determined by the Company and acceptable by the Agents (the “Closing Date“). The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the “TSXV”). All amounts included herein are in Canadian dollars.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any state in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

About CVW Royalties

CVW Royalties invests in sustainability-focused technologies and operations providing returns linked to commodities and commodity-like products. CVW Royalties is building a portfolio of royalty-based cash flow streams by partnering with clean technology innovators in the commodity space. CVW Royalties is also the 100% owner of its proprietary technology, Creating Value from Waste™ (“CVW™“), which is designed to recover bitumen, solvents, critical minerals, and water from oil sands froth treatment tailings, which would reduce tailings pond fugitive methane emissions, volatile organic compounds, and enhance tailings management for Alberta’s oil sands.

Additional information on CVW™ can be found within the Process and Technology Overview which is accessible using the link below:

https://cvwtechnology.com/technology/process-and-technology-overview/

CVW Royalties trades on the TSXV under the symbol “CVW”, on the OTCQX under “CVWFF”, and on the Frankfurt Stock Exchange under the symbol “TMD”.

For further information, please contact:

Akshay Dubey Joshua Grant
CEO
403.460.8135
CFO
403.460.8135
Akshay.Dubey@CVWroyalties.com Joshua.Grant@CVWroyalties.com

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