Elemental Royalty Completes the Acquisition of Vizsla Royalties and Its 2-3.5% NSR Royalties on the Panuco Project

Elemental Royalty Corporation completed its acquisition of all issued and outstanding common shares of Vizsla Royalties Corp. via a court-approved plan of arrangement, as announced in a release dated September 15, 2026.

The transaction involved the acquisition of Vizsla Royalties’ 2.0% to 3.5% net smelter returns royalties on Vizsla Silver Corp.’s Panuco silver-gold project in Mexico. These Panuco royalties are characterized as life-of-mine, with no caps, buybacks, or step-downs, and cover the entire existing resources at Panuco.

Vizsla Royalties shareholders were offered the option to elect C$4.13 cash, 0.15 Elemental shares, or a combination of both, subject to proration and a C$82M aggregate cash cap. The final outcome saw Elemental pay aggregate cash of approximately C$82M and issue approximately 8,107,478 Elemental shares. Consequently, former Vizsla Royalties shareholders now own approximately 11.19% of Elemental’s outstanding shares.

Vizsla Royalties shares are expected to be delisted from the TSXV on or about September 16, 2026, and will cease quoting on OTCQX. The company will also apply to cease being a reporting issuer.

Vizsla Royalties Corp. (VROY) has closed on a previously announced and approved arrangement, with the material terms first disclosed on May 14, 2026, and shareholder and court approvals secured in July 2026. The closing release confirms the deal was completed on the terms originally outlined.

The transaction structure remains unchanged, featuring the following key components: - Cash consideration: C$4.13 per share, with a maximum cash payout of C$82M. - Share consideration: 0.15 Elemental shares. - Ownership split: 11.19% allocated to former Vizsla Royalties shareholders, compared to the approximately 11% previously disclosed.

The acquisition resolves the standalone going-concern issue for Vizsla Royalties, a matter already known at the time of the original announcement. Prior-period context not included in today’s release indicates that Vizsla Royalties had no operating revenue and reported a net loss of C$23.84M for FY2026. The company also issued a going concern warning in its latest MD&A.

Vizsla Royalties Corp. operated as a precious metals royalty company centered on a single principal asset: a net smelter return royalty on Vizsla Silver Corp.’s Panuco silver-gold project in Mexico. The Panuco project is situated in the Western Mexico Silver Belt, approximately 80 km from San Dimas, with access to power, water, and roads near Mazatlan.

The royalty structure covers the entire Panuco district, comprising a 2.0% NSR on Rio Panuco concessions that cover a portion of Napoleon, and a 3.5% NSR on Silverstone concessions covering 100% of Copala. According to the 2025 updated mineral resource estimate, the project contains 222 moz AgEq in measured and indicated resources and 156 moz AgEq in inferred resources.

Economics highlighted in a November 18, 2025 feasibility study include an after-tax NPV(5%) of US$1.8B and an internal rate of return of 111% at US$35.50/oz Ag and US$3,100/oz Au. The project requires an initial capital expenditure of US$238.7M, with a payback period of seven months. Average annual payable production is estimated at 17.4 moz AgEq over an initial 9.4-year mine life, with first production targeted for late 2027.

Following the completion of the transaction, Vizsla Royalties is no longer a standalone company, and the Panuco royalty is now owned by Elemental Royalty Corporation.