Elemental Altus, EMX Royalty close merger

Executive Summary

• Elemental Altus Royalties Corp. has officially closed its merger with EMX Royalty Corp. via a court-approved statutory plan of arrangement, resulting in the combined entity now trading under the name Elemental Royalty Corp.
• Concurrent with the merger closing, Elemental Altus completed a private placement financing with Tether Investments SA de CV, raising approximately $100 million USD in gross proceeds.
• The transaction involved a share exchange ratio of 0.2822 Elemental Altus shares for each EMX share, with EMX shares delisting from the TSX-V and NYSE American.

Key Details

• Merger Completion: The merger was completed pursuant to the Business Corporations Act (British Columbia) following securityholder and court approvals.
• Name Change: Elemental Altus Royalties Corp. is changing its name to Elemental Royalty Corp.
• Trading Symbols:
  • TSX Venture Exchange: ELE (starting Nov. 14, 2025)
  • OTCQX Best Market: ELEMF
  • Nasdaq: ELE (Pending SEC reopening due to government shutdown)
• Tether Financing Details:
  • Investor: Tether Investments SA de CV
  • Shares Issued: 7,502,502 common shares
  • Price: $18.38 CAD ($13.33 USD) per share
  • Gross Proceeds: Approximately $100 million USD
  • Use of Proceeds: Partially finance royalty acquisitions (Laverton in Western Australia and Dugbe in Liberia); repay EMX’s credit facility; pay tax withholdings for equity incentive securities; finance transaction expenses; provide working capital for the combined entity.
  • Hold Period: Statutory hold period expires March 14, 2026.
  • Fees: No finders' fees or commissions paid.
• Share Exchange Ratio: Each EMX common share was exchanged for 0.2822 common shares of Elemental Altus.
• Share Counts:
  • Elemental Altus acquired 111,625,098 EMX common shares (100% of outstanding).
  • Elemental Altus issued 31,500,450 new common shares to former EMX shareholders.
• Delisting: EMX common shares delisted from TSX-V at market close on the release date and from NYSE American within one to two business days. EMX is deregistering as a reporting issuer.
• U.S. Listing Status: Elemental Altus filed for Nasdaq listing under ticker ELE, but approval is delayed due to the U.S. federal government shutdown and SEC closure. Approval expected upon SEC reopening.
• Management Appointments:
  • David Cole: Chief Executive Officer
  • Frederick Bell: President and Chief Operating Officer
  • Stefan Wenger: Chief Financial Officer
  • David Baker: Chief Investment Officer

Notable Quotes

• David Cole, CEO: "At EMX, we have always believed that a diverse portfolio of mineral rights and royalties offers shareholders a powerful way to access both commodity price upside and exploration-driven growth. The completion of the EMX and Elemental Altus merger brings together our aligned commitment to value-accretive growth and strengthens our collective platform. With enhanced scale, broader diversification and a stronger growth profile, and we believe that our combined entity delivers exposure to cornerstone current and future revenue-generating assets across the entire development pipeline and commodity spectrum."
• Frederick Bell, President and COO: "The completion of the merger of Elemental Altus and EMX marks a watershed moment for our new company, Elemental Royalty Corp. Together, we offer investors access to a peer-leading, revenue-generating royalty company, with a gold-focused, globally diversified portfolio of producing, near-term-development and exploration-stage assets."