EMX to hold special meeting on Elemental Altus merger

Executive Summary

• EMX Royalty Corp. has filed its notice of meeting and management information circular for a special shareholders’ meeting to approve an arrangement with Elemental Altus Royalties Corp. (via Acquireco).
• The proposed transaction will exchange each EM X share for 0.2822 Elemental Altus common shares, representing a 21.5% premium to the 20‑day VWAP as of Sept. 4 2025, and includes replacement options for EMX optionholders.
• The combined entity is projected to generate $70 million US revenue in 2025 and $80 million US in 2026, with a board recommendation that securityholders vote in favour of the arrangement.

Key Details

• Arrangement Agreement (Sept 4 2025): Elemental Altus, through Acquireco, will acquire all EMX common shares at an exchange ratio of 0.2822 Elemental Altus share per EMX share.
• Optionholder Treatment: Replacement options exercisable for Elemental Altus shares adjusted by the exchange ratio (rounded down) and exercise price adjusted inversely (rounded up).
• Meeting Information: Special meeting scheduled for Nov 4 2025, 10 a.m. Vancouver time, at Cassels Brock & Blackwell LLP, Suite 2200, RBC Place, Vancouver, BC; live webcast available (no voting rights via webcast). Record date: Sept 25 2025.
• Voting Deadline: Proxy voting deadline set for Oct 31 2025, 10 a.m. Vancouver time (may be waived by EMX).
• Interim Court Order: Supreme Court of British Columbia granted an interim order permitting the meeting to proceed; final court approval sought on Nov 7 2025 pending shareholder consent.
• Premium & Valuation: Arrangement provides a 21.5% premium over the 20‑day VWAP as of Sept 4 2025.
• Projected Combined Revenue: $70 million (U.S.) for 2025; consensus estimate $80 million (U.S.) for 2026.
• Management Continuity: EMX CEO and CFO will assume the same roles in the combined company; other senior management to join Elemental Altus.
• Board Recommendations: Unanimous board recommendation from both companies to approve the arrangement; directors, officers, and certain shareholders have entered voting support agreements.
• Voting Assistance: Laurel Hill Advisory Group (toll‑free 1‑877‑452‑7184) handling proxy solicitation; online/telephone voting strongly encouraged due to Canada Post strike.
• Delivery Measures: Meeting materials posted in The Globe and Mail, couriered/e‑mailed to shareholders, available on SEDAR+, EDGAR, and EMX website at no cost.

Notable Quotes

(No direct CEO quotes provided in the release.)