Elemental Royalty to Acquire Vizsla Royalties, Securing Long-Life Royalty Exposure to the Panuco Silver-Gold Project

Executive Summary

• Elemental Royalty Corporation has entered into a definitive agreement to acquire all outstanding common shares of Vizsla Royalties Corp. via a court-approved plan of arrangement.
• The transaction is valued at approximately C$327 million (US$23．9 million), providing Elemental with 2.0%-3.5% NSR royalties on the high-grade Panuco silver-gold project in Mexico.
• The deal represents a significant premium of 31% to the unaffected closing price and 22% to the 20-day VWAP of Vizsla Royalties shares.

Key Details

• Transaction Value: Approximately C$327 million (US$239 million) or C$4.13 per Vizsla Royalties Share on a fully-diluted basis.
• Consideration Structure: Vizsla Royalties shareholders can elect to receive:
  • 0.15 common shares of Elemental;
  • C$4.13 in cash; or
  • A combination of both, subject to rounding and proration.
• Cash Cap: The total cash consideration is subject to a maximum of approximately C$82 million.
• Acquired Asset (Panuco Project):
  • Includes 2.0%-3.5% NSR royalties on the Panuco silver-gold project, covering the Copala and Napoleon deposits across 9,800 hectares in Mexico.
  • The 2025 Feasibility Study indicates 17.4 Moz AgEq of annual production over an initial 9.4-year mine life (projected to exceed 20 Moz AgEq annually during the first five years).
  • The project is expected to add approximately 7,500 GEOs per year once in production.
• Post-Transaction Ownership: Assuming full cash proration, existing Elemental shareholders are expected to own ~89% and former Vizsla Royalties shareholders ~11% of Elemental shares on a basic basis.
• Timeline: The transaction is expected to close in the third quarter of 2026, subject to regulatory, court, and shareholder approvals.
• Termination Fee: The agreement includes an approximately C$12 million termination fee payable under certain circumstances.

Notable Quotes

David M. Cole, CEO of Elemental Royalty Corporation: "As the first major transaction for our company since the merger with EMX, and the largest single-asset transaction in our history, we are excited to announce the acquisition of 2.0%-3.5% NSR royalties on the Panuco silver-gold project. This is an opportunity to add a high-grade, large-scale, silver-gold asset to our portfolio..."