Elemental Altus and EMX to Merge to Create New Mid-Tier Gold Focused Royalty Company Elemental Royalty Corp.

Executive Summary

• Elemental Altus Royalties Corp. will acquire all outstanding EMX Royalty Corporation shares in a court‑approved plan of arrangement, creating the mid‑tier streaming and royalty company “Elemental Royalty Corp.”
• Simultaneously, Tether Investments will fund a concurrent financing of ~75 M Elemental Altus Shares at C$1.84 per share (≈US$1.0 B) to support the transaction, repay EMX debt, and provide growth capital.
• The combined entity is projected to generate ≈US$80 M adjusted revenue in 2026, with a post‑transaction market cap of ~US$933 M; existing shareholders will own roughly 51% (Elemental Altus) and 49% (EMX).

Key Details

• Transaction Structure
• Arrangement Agreement dated Sept 4 2025 – court‑approved plan of arrangement.
• EMX shareholders receive either 0.2822 or 2.822 Elemental Altus Shares per EMX Share, depending on whether the Elemental Altus share consolidation is completed before the effective time.
• Post‑closing ownership: ~51% Elemental Altus shareholders, ~49% former EMX shareholders (fully diluted).

• Implied equity value for EMX: US$4.567 B; implied market cap of merged company: US$933 M.

• Tether Concurrent Financing

• Subscription Agreement dated Sept 4 2025.
• Purchase of ~75 M Elemental Altus Shares at C$1.84 per share → gross proceeds ≈US$1.001 B.

• Proceeds to: repay EMX credit facility, fund royalty acquisitions (including two recently announced purchases), and leave the merged company unlevered.

• Share Consolidation

• Elemental Altus will consolidate its shares 1‑for‑10 (post‑consolidation share for every ten pre‑consolidation shares).

• Timing to be disclosed in a later release.

• Financial & Operational Outlook

• Projected adjusted revenue 2025: US$70 M; 2026: US$80 M (≈67% gold, 33% base metals).

• Combined portfolio: 16 producing royalties, ~200 total royalties across North America, South America, and Europe.

• Governance & Management

• New board: 3 Elemental Altus directors, 2 EMX directors.
• Juan Sartori – Executive Chairman (continuing).
• David Cole – CEO of merged company.

• Frederick Bell – President & COO.

• Approvals Required

• Court, regulatory, and shareholder approvals for both the arrangement and Tether financing.

• EMX special meeting: ≥66 ⅔% vote in favour; Elemental Altus special meeting: simple majority (excluding Tether‑held shares).

• Closing Timeline

• Expected to close in Q4 2025, subject to all approvals.

• Upon closing, EMX Shares will be delisted from TSX‑V and NYSE American; EMX will cease reporting under Canadian/U.S. securities laws.

• Fairness Opinions

• GenCap Mining Advisory (Elemental Altus) – fair to Elemental Altus shareholders.
• CIBC World Markets (EMX) – fair to EMX shareholders.

• Haywood Securities (EMX Special Committee) – fair to EMX shareholders.

• Conference Call/Webcast

• Joint call on Sept 5 2025, 8 am PT / 11 am ET; webcast link provided.

Notable Quotes

“This transaction establishes one of the world's premier gold‑focused emerging streaming and royalty companies… The support from Tether in the form of a US$100 million placement … provides the ability to pursue further valuable growth.” – Frederick Bell, CEO, Elemental Altus

“The merger represents a superb opportunity to combine two royalty companies with accelerating revenue streams… Royalties are phenomenal financial instruments that leverage commodity price exposure.” – David Cole, CEO, EMX