Elemental Royalty Closes the Sale of Its Nordic Business Unit to Goldsky Resources

Executive Summary

• Elemental Royalty Corporation completed the sale of its Nordic operational platform to Goldsky Resources Corp.
• The transaction provides Elemental with staged cash consideration of approximately US $360,000 and an issuance of Goldsky shares, plus a 1% NSR royalty on any new projects generated by Goldsky in Sweden and Finland for five years.
• No mineral properties or existing royalties were transferred; Elemental retains its full royalty portfolio and exploration permits in the region.

Key Details

• Transaction Scope: Sale of Nordic regional infrastructure, exploration equipment, and employees (excluding mineral properties, exploration permits/licenses, and existing royalty portfolio).
• Royalty Retention: 1% net smelter return (NSR) royalty on any projects generated by Goldsky (or affiliates) in Sweden and Finland for the next five years.
• Consideration Paid to Date: SEK 1,052,000 (~US $117,000) paid at closing via issuance of 20,138 Goldsky shares (deemed price C$3.98 per share) and cash payment of C$80,215.
• Future Staged Payments:
• First Anniversary: SEK 1,195,000 (~US $132,000) – half cash, half Goldsky shares.
• Second Anniversary: SEK 1,000,000 (~US $111,000) – half cash, half Goldsky shares.
• Share Issuance Pricing: Deemed issue price = greater of C$1.26 or the VWAP of Goldsky shares on TSXV for the ten trading days preceding issuance; all issued shares subject to a statutory four‑month‑plus‑one‑day hold.
• Regulatory Approval: Transaction deemed non‑arm’s length (common director) and approved by TSX‑V; no finder’s fee paid.
• Strategic Rationale: Streamline global operations while maintaining upside exposure to future Nordic discoveries through the retained royalty.

Notable Quotes

• “The completion of this transaction is part of Elemental's broader initiative to streamline global operations while retaining royalty upside exposure to future exploration success,” – David M. Cole, CEO and Director.