Vancouver, British Columbia–(Newsfile Corp. – November 26, 2025) – Elemental Royalty Corporation (TSXV: ELE) (NASDAQ: ELE) (“Elemental” or “the Company“) is pleased to announce that it has completed the previously announced acquisition of an existing uncapped 2% Gross Revenue Royalty (“GRR“) over Genesis Minerals’ (“Genesis“) (ASX: GMD) Focus Laverton Project in Western Australia (“FocusLaverton Royalty“), and an existing 2% GRR on Brightstar Resources’ (“Brightstar“) (ASX: BTR) producing Jasper Hills Project, with the consideration of A$80 million (c.US$52 million) now paid in full.
Highlights:
Elemental has now completed the acquisition of the uncapped 2% GRR over Genesis’ recently acquired multi-million-ounce Focus Laverton Project to create a fourth cornerstone asset alongside Timok, Karlawinda, and Caserones
The Royalty covers ~2.1Moz of Measured and Indicated Resources and 1.5Moz of Inferred Resources adjacent to Genesis’ operating Laverton mill, 99% on granted mining leases and positioned for rapid inclusion into Genesis’ mine plan
The Focus Laverton 2% GRR overlaps the Company’s existing 2% GRR covering approximately 0.75Moz of Measured and Indicated Resources and 1.1Moz of Inferred Resources at the same project
The combination of Elemental Royalty’s existing Laverton royalty and the Focus Laverton Royalty create a cornerstone 2-4% GRR for the Company in a Tier 1 jurisdiction with a proven mid-tier operator in Genesis Minerals
As part of the same transaction, the Company acquired an uncapped 2% GRR on Brightstar’s producing Jasper Hills Project in the same Laverton district
David M. Cole, Chief Executive Officer of Elemental Royalty Corporation commented: “We are delighted to have now completed the acquisition of the Laverton Royalty, an exceptional quality asset in a top-tier jurisdiction with a clear pathway to imminent production with a world-class operator. This acquisition cements an additional cornerstone royalty in our portfolio of outstanding, high-quality, producing and advanced development assets. The transaction also includes a royalty on the producing Jasper Hills Project which will immediately contribute to our Q4 and Full Year 2025 revenue.”
The Laverton Royalty The Laverton Project covers several Archaean greenstone belts north-northeast of Kalgoorlie which host a range of orogenic lode gold deposits, typical of the Western Australian Yilgarn Eastern Goldfields. The Laverton district is one of the best endowed gold regions in Australia, hosting a number of major deposits, such as Gold Fields’ Granny Smith and AngloGold Ashanti’s Sunrise Dam.
Elemental Royalty now holds a total 4% GRR over 67km2 of the project, and a further 2% GRR over an additional 240km2, encompassing the following deposits:
Beasley Creek and Beasley Creek South
The Chatterbox Trend, including Apollo, Eclipse, Innuendo, Rumor
The Gladiator Trend, including Gladiator and Murrays
The Lancefield-WedgeTrend, including Telegraph, Wedge-Lancefield North
The historic underground Lancefield Gold Mine
The Karridale-Burtville Project
The Euro Trend, comprising both North and South deposits
The Cragiemore-Mary Mac Trend, including the Golden Pinnacles, Mary Mac and Craigiemore
The West Laverton-Bulldog Trend
The Barnicoat Project, including Barnicoat, Admiral Hill, Bells, Castaway, Grouse and Sickle
The wider Laverton project has the following JORC 2012 compliant Mineral Resource and Ore Reserve Estimates, over which Elemental has significant coverage:
Indicated Mineral Resource Estimate of 45.0 Mt @ 1.5 g/t Au for 2,100,000 ounces1
Inferred Mineral Resource Estimate of 23.0 Mt @ 2.1 g/t Au for 1,600,000 ounces1
Including:
Probable Ore Reserve Estimate of 13.0 Mt @ 1.3 g/t Au for 546,000 ounces1
The newly acquired royalty area also includes an additional combined 240,000 ounces of historical gold resources2 at the Barnicoat Project and South Lancefield, reported to a JORC-2004 Compliant standard only.
TSXV: ELE | NASDAQ: ELE | ISIN: CA28619K1093 | CUSIP: 28619K109
About Elemental Royalty Corporation. Elemental Royalty is a new mid-tier, gold-focused streaming and royalty company with a globally diversified portfolio of 16 producing assets and more than 200 royalties, anchored by cornerstone assets and operated by world-class mining partners. Formed through the merger of Elemental Altus and EMX, the Company combines Elemental Altus’s track record of accretive royalty acquisitions with EMX’s strengths in royalty generation and disciplined growth. This complementary strategy delivers both immediate cash flow and long-term value creation, supported by a best-in-class asset base, diversified production, and sector-leading management expertise.
Elemental Royalty trades on the TSX Venture Exchange and on NASDAQ under the ticker Symbol “ELE”.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
Qualified Person Michael P. Sheehan, CPG, a Qualified Person as defined by National Instrument 43-101 and employee of the Company, has reviewed, verified and approved the disclosure of the technical information contained in this news release.
1 Genesis Mineral Ltd., news release dated 26 May, 2025 – Mineral resource and reserve estimates were compiled by Mr. Alex Aaltonen, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr. Aaltonen is an employee of Focus Minerals Limited. 2. A Qualified Person has not completed sufficient work to classify these historical estimates as current Mineral Resources in accordance with the JORC Code (2012), and it is uncertain whether further evaluation will result in the estimates being reported in accordance with the JORC Code (2012). The company is not treating these estimates as current, and further work, including data validation, QAQC review, and re-estimation, will be required to report updated resources.
Cautionary note regarding forward-looking statements This news release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Elemental Royalty to control or predict, that may cause Elemental Royalty’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the impact of general business and economic conditions, the absence of control over the mining operations from which Elemental Royalty will receive royalties, risks related to international operations, government relations and environmental regulation, the inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting exploration data; the potential for delays in exploration or development activities; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with Elemental Royalty’ expectations; accidents, equipment breakdowns, title matters, labour disputes or other unanticipated difficulties or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; currency fluctuations; regulatory restrictions, including environmental regulatory restrictions; liability, competition, loss of key employees and other related risks and uncertainties. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the annual information form of Elemental Altus for the year ended December 31, 2024. Elemental Altus undertakes no obligation to update forward-looking statements and information except as required by applicable law. Such forward-looking statements and information represent management’s best judgment based on information currently available. No forward-looking statement or information can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
Vancouver, British Columbia–(Newsfile Corp. – November 12, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (“EMX” or the “Company”) is pleased to announce the acquisition of a 1.25% NSR royalty (the “Royalty”) over the Puquios development stage copper project in north central Chile, located near the city of La Serena. The Puquios project is owned by Cuprum Resources Chile SpA, an operating company jointly owned by Camino Minerals Corp. (TSX-V: COR; “Camino”) and Nittetsu Mining Co., Ltd of Japan (“Nittetsu”). EMX purchased the Royalty from Santiago Metals Upper Holdco LLC, a company owned by a fund advised by Denham Capital Management LP (“Denham”), which owned and operated the project prior to its sale to Camino and Nittetsu. Camino and Nittetsu each have skilled and experienced mine development teams, and Denham has also financed the construction and operation of numerous mining operations in Chile and elsewhere in the world. Nittetsu has notably operated in partnership with Inversiones Errazuriz to construct and operate the Atacama Kozan (Los Bronces) copper-gold mine in central Chile and is currently constructing the Arqueros copper mine in the La Serena region.
The Puquios project is a supergene copper deposit in the foothills of the Andean mountain range and overlies a partially explored porphyry copper-molybdenum deposit. The current Proven and Probable reserves for the supergene Puquios deposit are 26.0 Mt averaging 0.494% copper1. A Prefeasibility Study for the project was published in March 2025, and shows robust economics for the project, including projected production of 223 million pounds of copper over a 14.2 year mine life (see Camino News Release dated March 17, 2025). Cuprum has obtained the necessary permits to commence construction of the project (including water rights) and Camino and Nittetsu are currently arranging project financing. Camino has provided a recent project update, highlighting the scalability of the project and its development status (see Camino News Release dated Oct 30, 2025).
The supergene copper deposit is located within a hilltop overlying a more extensive primary porphyry copper deposit that has only seen limited drilling. The underlying porphyry deposit remains open in multiple directions and at depth. Additionally, Puquios is positioned within a more extensive belt of hydrothermal alteration and copper and gold occurrences with numerous areas of historic mining and exploration. This belt extends for at least 8 km east to west within the Royalty footprint. The underlying porphyry copper-molybdenum deposit and extensive mineralization trend at Puquios provide EMX with considerable exploration upside and discovery optionality. Camino and Nittetsu are also evaluating the potential for new leach technologies to beneficiate the underlying sulfide copper mineralization, with Nittetsu’s technology demonstrating promising sulphide leaching results (also discussed in the Camino News Release dated Oct 30, 2025).
Commercial terms. EMX has paid Denham USD $6 million in exchange for the Royalty, with another USD $2 million payment due upon the commencement of construction of Puquios. Further, EMX has subscribed to a concurrent financing, where Camino is arranging a non-brokered private placement to raise total gross proceeds of CAD $5.5M for the advancement of Puquios through project financing and a final investment decision. EMX has subscribed to CAD $2.5 million of the financing for approximately 6.94 million shares at CAD $0.36 per share. EMX’s position in Camino provides exposure to Camino’s other exploration projects in Chile and Peru, notably including the Los Chapitos IOCG copper and gold project in Peru, also being explored in cooperation with Nittetsu.
1Notes on Mineral Reserves. The Mineral Reserves estimates for Puquios were reported in Camino News Release dated March 17, 2025 and were prepared by Jesse Aarsen, P.Eng. (who is also an Independent Qualified Person) using the 2014 CIM Definition Standards and have an effective date of September 21, 2021. The cut-off grade used for ore/waste determination is NSR >= US$5.59/t. Cut-off grade assumes US$3.19 /lb Cu, block recoveries from the block model, US$75/t cathode premium, 2% vendor royalty and US$0.30/lb SX/EW costs. The average associated metallurgical recovery for copper was modelled at 79%. Mineral Reserves were converted from Measured and Indicated Mineral Resources through the process of pit optimization, pit design, production schedule and are supported by a positive cash flow model. The Mineral Reserves reported are the tonnages delivered to the crusher, pre-delivery to the heap leach pad. Rounding as required by reporting guidelines may result in summation differences. Further information and details are available in the Puquios Project Technical Report entitled “Puquios Project – NI 43-101 Technical Report and Pre-feasibility Study, La Higuera, Coquimbo Region, Chile”, with an effective date of January 24, 2025, which is available on SEDAR+ under Camino’s filings. EMX has not performed sufficient work to verify the published data reported above, but EMX believes this information to be reliable and relevant.
More information on the Puquios project can be found at www.EMXroyalty.com.
Dr. Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the disclosure of the technical information contained in this news release.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements This news release may contain “forward looking statements” and “forward looking information” (together “forward-looking statements”) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, expectations related to the Puquios copper deposit, mineral reserve estimates, strategic plans, market prices for metals, or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include but are not limited to unavailability of failure to identify commercially viable mineral reserves, delays in the advancement and production at the Vittangi graphite project, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company’s MD&A for the quarter ended June 30, 2025 (the “MD&A”), and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov. EMX does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Vancouver, British Columbia–(Newsfile Corp. – November 10, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company’s plan of arrangement (the “Arrangement“) with Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), pursuant to which Elemental Altus will, among other things, indirectly through an amalgamation of EMX with Acquireco, acquire all of the issued and outstanding common shares of EMX.
Elemental Altus has filed an application to list its common shares on the Nasdaq Capital Market (“Nasdaq“) under the ticker symbol “ELE”. Due to the ongoing United States federal government shutdown, which presently includes the U.S. Securities and Exchange Commission (“SEC“), the Nasdaq has advised that it cannot further advance the listing application until such time as the SEC reopens to complete its review. EMX and Elemental Altus currently expect that the Nasdaq approval of Elemental Altus’s listing application should be forthcoming following the end of the government shutdown and reopening of the SEC and completion of its review process. Until trading commences on the Nasdaq, Elemental Altus’s common shares will continue to trade on the TSX Venture Exchange under the ticker symbol “ELE” and on the OTCQX Best Market under the ticker symbol “ELEMF”.
Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close by mid-November 2025. Following closing of the Arrangement, the EMX shares are expected to be de-listed from the TSX Venture Exchange, NYSE American Exchange and Frankfurt Stock Exchange (the “De-Listing“). Following the De-Listing, it is anticipated that EMX will apply to cease to be a reporting issuer under applicable Canadian securities laws.
For a more detailed description of the Arrangement, please refer to EMX’s management information circular dated September 29, 2025, available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and on the Company’s website at https://emxroyalty.com/investors/special-meeting/.
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward-Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements“) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding EMX and the combined company’s plans and expectations with respect to the proposed Arrangement and the anticipated impact of the Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that either EMX or Elemental Altus may terminate the definitive arrangement agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.
Vancouver, British Columbia–(Newsfile Corp. – November 6, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to announce that Kennecott Exploration Company (“KEX”), a subsidiary of the Rio Tinto Group, has exercised its option to purchase EMX’s Superior West Project, located in central Arizona, and in connection therewith EMX is in receipt of the final option payment of $3,407,383 and has been granted a 2.5% NSR royalty over the project.
EMX acquired the Superior West Project by staking open ground after target generation activities in the greater Superior and Globe-Miami porphyry districts, which ultimately resulted in the acquisition of multiple key property positions within these prolific districts. The project was optioned to KEX in 2015 and advanced through various field programs. KEX’s exercise of the option to purchase highlights the strength of EMX’s royalty generation model, in which targets and related mineral rights are acquired at minimal cost to shareholders, then advanced through partnerships with leading exploration and mining companies. EMX receives cash payments and retains royalty interests, expanding its growing global portfolio.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements This news release may contain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, timelines, strategic plans, market prices for precious and base metal, or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs, expectations of project funding by joint venture partners and other factors.
Vancouver, British Columbia–(Newsfile Corp. – November 4, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce that shareholders of EMX (“Shareholders“) and optionholders of EMX who have been issued stock options under EMX’s existing stock option plan (“Optionholders“, and together with Shareholders, the “Securityholders“) have approved the plan of arrangement (the “Arrangement“) under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (“BCBCA“) involving EMX, Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), pursuant to which Elemental Altus will, among other things, indirectly through an amalgamation of EMX with Acquireco, acquire all of the issued and outstanding common shares of EMX. The vote was passed at EMX’s special meeting of Securityholders (the “Meeting“) held earlier today.
The Arrangement was approved by (i) 98.83% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, (ii) 98.95% of the votes cast by Shareholders and Optionholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, and (iii) 98.66% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by such Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The report of voting results will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
With the approval by the Securityholders, EMX will now seek a final order from the Supreme Court of British Columbia (“Court“) to approve the Arrangement at a hearing expected to be held on November 7, 2025. In addition to approval of the Court, completion of the Arrangement is subject to the Elemental Altus shareholders approving the Tether Concurrent Financing (received, as described below), applicable regulatory and exchange approval, and the satisfaction of certain other closing conditions customary for a transaction of this nature. Further, the completion of the Arrangement is subject to the conditional approval of the listing of the Elemental Altus Shares on a US stock exchange and the completion of the Tether Concurrent Financing. If all conditions are satisfied or waived, the Arrangement is expected to close by mid-November 2025.
As announced in Elemental Altus’ news release dated November 4, 2025, shareholders of Elemental Altus approved, among other things, an ordinary resolution in accordance with the ‘majority of the minority’ shareholder approval requirements set forth in Part 8 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and TSX Venture Exchange (“TSX-V”) Policy 5.9, approving a “related party” private placement of 7,502,502 common shares of Elemental Altus at a price of $18.38 (or US$13.33) per common share to Tether Investments S.A. de C.V. (“Tether“) for aggregate gross proceeds of approximately $137,896,000 (or approximately US$100 million) (the “Tether Concurrent Financing“). Completion of the Tether Concurrent Financing is subject to final approval of the TSX-V.
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward-Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements“) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding EMX and the combined company’s plans and expectations with respect to the proposed Arrangement, the hearing and receipt of a final order from the Court to approve the Arrangement, expectations regarding the satisfaction or waiver of certain closing conditions, including the receipt of conditional approval of the listing of Elemental Altus Shares on a US stock exchange and completion of the Tether Concurrent Financing, the expected closing date of the Arrangement, and receipt of final approval of the TSX-V for the Tether Concurrent Financing. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the Court does not issue a final order approving the Arrangement; the risk that either EMX or Elemental Altus may terminate the definitive arrangement agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required Court, stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.
Your vote is important no matter how many EMX Shares and/or stock options you hold.
The Board of Directors of EMX recommends that Securityholders vote FOR the Arrangement Resolution.
In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone.
For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect, international), or by email at assistance@laurelhill.com.
Vancouver, British Columbia–(Newsfile Corp. – October 2, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the “Company” or “EMX”) is pleased to announce today that in connection with the previously announced transaction (the “Arrangement“) with Elemental Altus Royalties Corp. (“Elemental Altus“) and 1554829 B.C. Ltd. (“Acquireco“), EMX has filed and commenced delivery of its notice of meeting, management information circular (the “Circular“) and related documents (collectively, the “Meeting Materials“) for the upcoming special meeting (the “Meeting“) of the holders of common shares of the Company (the “Shareholders“) and the holders of stock options of the Company (the “Optionholders“, and collectively with the Shareholders, the “Securityholders“).
Due to the Canada Post strike, the mailing and delivery of the Meeting Materials has been interrupted. In accordance with the terms of the Interim Order (as defined below) and in lieu of prepaid ordinary mail, this press release has been disseminated and an advertisement (the “Advertisement“) has been placed in today’s issue of The Globe and Mail newspaper.
EMX has implemented measures to ensure that the delivery or transmission of the proxies or other Meeting Materials by the Securityholders to EMX in relation to the Meeting may be made within the required time period and at no cost to the Securityholders, including by providing for the submission of proxies online or by telephone, as set out below.
Further, EMX has taken the following measures, at no cost to Securityholders, to ensure delivery or transmission of Meeting Materials to as many Securityholders as possible:
posted the Advertisement in The Globe and Mail newspaper;
couriered or emailed the Meeting Materials to all registered Shareholders in Canada;
couriered the Meeting Materials to beneficial Shareholders in Canada using a determined threshold;
emailed the Meeting Materials to Securityholders with available email addresses;
emailed intermediaries for further communication to beneficial Shareholders; and
disseminated this press release.
There is no anticipated interruption or delay in the delivery of the Meeting Materials to U.S. Securityholders.
In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone.
The Meeting Materials can also be accessed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, as well as on the Company’s website at https://emxroyalty.com/investors/special-meeting/. The Meeting Materials are also available for delivery to Securityholders without charge by email or by courier upon written request made to EMX (contact Laurel Hill per below).
The Arrangement and Meeting Details
On September 4, 2025, EMX, Elemental Altus and Acquireco entered into an arrangement agreement (the “Arrangement Agreement“), pursuant to which Elemental Altus has agreed to, indirectly through Acquireco, acquire all of the issued and outstanding common shares of EMX (“EMX Shares“) at an exchange ratio of 0.2822 Elemental Altus common shares (each, an “Elemental Altus Share“) for each EMX Share (the “Exchange Ratio“). Optionholders will receive replacement options of EMX, being exercisable to purchase from Elemental Altus a number of Elemental Altus Shares adjusted as to the number by the Exchange Ratio (rounded down to the nearest whole number of Elemental Altus Shares) and as to exercise price by the inverse of the Exchange Ratio (rounded up to the nearest whole cent). At the Meeting, Securityholders will be asked to consider, and if deemed advisable, to pass a special resolution (the “Arrangement Resolution“) to approve the Arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia).
EMX will hold the Meeting on November 4, 2025, at 10:00 a.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. The Meeting can also be accessed via live webcast at meetnow.global/M2JX4WC. The record date for Securityholders entitled to notice of, and to attend and vote at, the Meeting is September 25, 2025. Only Securityholders who are present in person and entitled to vote at the Meeting are able to vote during the Meeting. Any Securityholder attending the Meeting via the live webcast will not be able to vote at the Meeting.
Interim Order
The Company is pleased to announce that the Supreme Court of British Columbia (the “Court“) has granted an interim order (the “Interim Order“) regarding the Arrangement which authorizes EMX to proceed with the Meeting and addresses other Meeting-related matters. A copy of the Interim Order is included in the Circular. Subject to receipt of the requisite approvals by Securityholders at the Meeting, it is expected that EMX will apply for a final order of the Court approving the Arrangement on November 7, 2025.
Reasons for the Arrangement and Board Recommendation
Top Quality, Globally Diversified Portfolio. The combined company will create a peer-leading revenue generating royalty company with combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 20261, underpinned by strong growth visibility.
Meaningful Scale. The combined company results in a larger, well capitalized entity with a lower cost of capital, positioned to pursue further accretive royalty opportunities in the market.
Future Growth. The combined company is expected to benefit from complementary management expertise, uniting Elemental Altus’ proven track record of accretive royalty acquisitions with EMX’s disciplined royalty generation and acquisition capabilities.
Support of Directors, Officers and Shareholders. The boards of directors of each of EMX and Elemental Altus (subject to abstentions where legally required) and the special committee of the board of directors of EMX have unanimously recommended support for the Arrangement. Additionally, the directors and senior officers and certain shareholders of each of EMX and Elemental Altus have entered into voting and support agreements pursuant to which they have agreed, among other things, to vote in favour of the Arrangement Resolution at the Meeting and in favour of certain resolutions at the special meeting of Elemental Altus shareholders to be held on November 4, 2025, as applicable.
Negotiated Transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and plan of arrangement, which includes terms and conditions that are reasonable in the judgment of the board of directors of EMX and the special committee of the board of directors of EMX. The Arrangement provides for a 21.5% premium on the 20 day volume weighted average price to Shareholders as of September 4, 2025 and management of EMX who will be taking on management positions with the combined company, including the CEO and CFO roles.
The Board of Directors (subject to abstentions where legally required) of EMX unanimously recommends that Securityholders vote FOR the Arrangement Resolution.
How to Vote
Registered Securityholders
Non-Registered Shareholders
EMX Shares and/or EMX options held in own name and represented by a physical certificate or DRS.
EMX Shares held with a broker, bank or other intermediary.
Dial the applicable number listed on the voting instruction form.
Securityholders are encouraged to read the Circular in its entirety and vote their EMX shares and/or EMX options as soon as possible ahead of the proxy voting deadline on October 31, 2025 at 10:00 a.m. (Vancouver time) (which deadline may be waived by EMX).
To ensure your vote is received in a timely manner, Securityholders are strongly encouraged to cast their votes online or by telephone. Securityholders who require voting assistance may contact EMX’s proxy solicitation agent, Laurel Hill Advisory Group at the contact information below. Additionally, Laurel Hill Advisory Group will reach out to Securityholders to assist with voting and utilize Broadridge’s QuickvoteTM offering to take votes directly over the phone from eligible beneficial Shareholders. Beneficial Shareholders who have not received their voting instruction form with their unique control number may contact their broker and request this number to vote online or contact Laurel Hill Advisory Group.
While the Canada Post strike is ongoing, registered Shareholders who wish to deposit their letters of transmittal, share certificates and other required documentation, as applicable, should use courier services or hand deliver such documentation to the depositary, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.
Securityholder Questions
Securityholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, EMX’s proxy solicitation agent and Securityholder communications advisor:
Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for Securityholders in North America) International: +1 416-304-0211 (for Securityholders outside Canada and the US) By Email: assistance@laurelhill.com
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX Shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Cautionary Note Regarding Forward Looking Information
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements”) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding the Meeting; the mailing and filing of the Meeting Materials, including the Canada Post strike and its effect on the mailing of the Meeting Materials; the approval of the Arrangement by Securityholders; the application for a final order of the Court approving the Arrangement; timing for closing of the Arrangement; EMX and the combined company’s plans and expectations with respect to the proposed Arrangement; the accuracy of the pro forma financial position and outlook of the combined company following completion of the Arrangement; the expected benefits of the new board and management team of the combined company; and the anticipated impact of the Arrangement on the combined company’s results of operations, financial position, growth opportunities and competitive position. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “targets,” “schedules,” “forecasts,” “budget,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the possibility that Securityholders may not approve the Arrangement; the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that the Court does not issue a final order approving the Arrangement; the risk that either EMX or Elemental Altus may terminate the Arrangement Agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the announcement or completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company’s future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required Court, stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
EMX’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
1 Based on figures (i) with respect to EMX from National Bank Financial Inc. and as of August 12, 2025, and (ii) with respect to Elemental Altus from each of Raymond James Ltd. and National Bank Financial Inc. as of August 19, 2025 and from Canaccord Genuity Corp. as of May 26, 2025.
LONDON, Oct. 2, 2025 /PRNewswire/ — ACG announces that the net smelter return royalty agreement dated 17 July 2019 (the “Royalty Agreement“) originally entered into between Lidya Madencilik Sanayi ve Ticaret A.Ş. (which assigned its interest to ACG Holdco 1 Limited), Polimetal Madencilik Sanayi ve Ticaret A.Ş. (“Polimetal“) and Alacer Gold Madencilik A.Ş (which assigned its interest to EMX Royalty Corporation (“EMX“)) in respect of production at the Gediktepe mine was amended and restated (the “Amended Royalty Agreement“) on 30 September 2025. The amendment is the result of a consensual agreement with EMX on terms that are mutually beneficial to all parties.
Under the terms of the Amended Royalty Agreement and related documents:
With effect from 1 January 2026, the terms of the oxide and sulphide royalties have been simplified, with the oxide royalty percentage being decreased from 10% to 2.25% and the sulphide royalty percentage being increased from 2% to 2.25% on all sulphide production.
Each of ACG and Polimetal has been released from its obligations to make certain milestone payments (the “Milestone Payments“) linked to the commencement of sulphide commercial production at the Gediktepe mine (in an aggregate amount of US$ 6 million) to EMX in 2026.
The adjustment to the royalty terms will provide substantial benefits to the group as it forges ahead with the transition from oxide to sulphide production at the Gediktepe mine. In particular:
The amendments to the Royalty Agreement should result in a significant reduction in all in sustaining costs (AISC) on the remaining oxide ore produced at the Gediktepe mine from 2026.
The reduction in the high oxide royalty percentage and release of the obligation to make the Milestone Payments should considerably strengthen the group’s short term cash flows and enable it to increase its cash buffer in 2026 while the Gediktepe mine transition is completed.
The royalty percentage applicable to any future oxide production following a potential LOM extension at Gediktepe will decrease from 10% to 2.25%.
Patrick Henze, Chief Financial Officer of ACG said:
“We are very pleased to have completed the process of amending our royalty arrangements with EMX and believe that the amended royalty terms leave us well positioned to navigate the transition from oxide to sulphide production in the near term. We are thankful to EMX for its constructive and collaborative approach during this process and look forward to continuing our mutually beneficial partnership.”
Inside information
The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.
Forward looking statements
This announcement may contain certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“). Forward-looking statements are identified by their use of terms and phrases such as “believe”, “targets”, “expects”, “aim”, “anticipate”, “project”, “would”, “could”, “envisage”, “estimate”, “intend”, “may”, “plan”, “will” or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Group and the environment in which it is and will operate in the future. All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Each forward-looking statement speaks only as of the date of this announcement. Except as required by applicable law, regulatory requirement, the UK Listing Rules and the Disclosure Guidance and Transparency Rules, neither the Company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.
About the Company
ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.
In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe produced 55koz of AuEq in 2024.
ACG’s team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.
Vancouver, British Columbia–(Newsfile Corp. – September 9, 2025) – EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (the “Company” or “EMX”) is pleased to provide an update with respect to the previously announced sale of its Nordic operational platform (the “Transaction“) to First Nordic Metals Corporation (TSXV: FNM) (“FNM”), a current partner and operator on multiple EMX royalty properties in Sweden and Finland (see the Company’s News Release dated June 2, 2025). This strategic divestment includes EMX’s regional infrastructure, exploration equipment, and employees across the Nordic countries.
The Transaction is a non-arm’s length transaction pursuant to the policies of the TSX Venture Exchange (“TSXV“) as a result of the parties having a director in common and is therefore subject to acceptance of the TSXV. The Transaction has been conditionally accepted by the TSXV and the Company is proceeding with the satisfaction of the conditions required for the final acceptance of the Transaction which are standard for a transaction of this nature. Additionally, completion of the Transaction remains subject to clearance pursuant to the Swedish Foreign Direct Investment Act, which process is expected to be completed prior to the end of October 2025.
About EMX. EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company’s common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward-Looking Statements
This news release may contain “forward-looking statements” and “forward-looking information” (together “forward-looking statements”) that reflect the Company’s current expectations and projections about its future results. These forward-looking statements may include statements regarding receipt of final TSXV acceptance for the Transaction, timing and clearance of the Transaction pursuant to the Swedish Foreign Direct Investment Act, timing for completion of the Transaction or other statements that are not statements of fact. When used in this news release, words such as “estimate,” “intend,” “expect,” “anticipate,” “will”, “believe”, “potential” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include but are not limited to difficulties in obtaining required approvals for the Transaction, increased regulatory compliance costs and other factors.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified in this news release, and other risk factors and forward-looking statements listed in the Company’s MD&A for the quarter ended June 30, 2025 (the “MD&A”), and the most recently filed Annual Information Form (“AIF”) for the year ended December 31, 2024, actual events may differ materially from current expectations. More information about the Company, including the MD&A, the AIF and financial statements of the Company, is available on SEDAR+ at www.sedarplus.ca and on the SEC’s EDGAR website at www.sec.gov. EMX does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Vancouver, British Columbia–(Newsfile Corp. – September 4, 2025) – Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) (“Elemental Altus“) and EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (“EMX“, and together with Elemental Altus, the “Companies“) are pleased to announce that the Companies have entered into a definitive arrangement agreement dated September 4, 2025 (the “ArrangementAgreement“) whereby Elemental Altus will acquire all of the issued and outstanding common shares of EMX (the “EMX Shares“) pursuant to a court-approved plan of arrangement (the “Transaction“). The Merged Company (the “Merged Company“) will continue under the new name Elemental Royalty Corp.
Concurrently with and in support of the Transaction, Tether Investments S.A. de C.V. (“Tether“) and Elemental Altus have entered into a subscription agreement dated September 4, 2025 (the “Tether Subscription Agreement“) pursuant to which, among other things, Tether has agreed to purchase approximately 75 million Elemental Altus Shares at a price of C$1.84 per share for aggregate gross proceeds of US$1001 million (the “Tether Concurrent Financing“).
The Merged Company will have 16 producing royalties contributing to a projected approximate adjusted revenue2 of US$80 million in 2026, positioning the Merged Company as a new mid-tier streaming and royalty company.
Transaction Highlights and Strategic Rationale:
Top Quality, Globally Diversified Portfolio:
Creation of peer-leading revenue generating royalty company: combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 20263, underpinned by strong growth visibility;
Gold focused portfolio: adjusted revenue relating to a commodity split of 67% precious metals and 33% base metals on a latest quarter revenue basis providing exposure to record gold prices;
Strengthened asset portfolio: anchored by four cornerstone royalties with world-class operators;
Enhanced portfolio diversification: exposure to 16 paying royalties and 200 total royalties providing a balanced foundation of immediate cash flow and long-term upside;
Meaningful scale:
Larger, well capitalized entity: with lower cost of capital, positioned to pursue further accretive royalty opportunities in the market;
Graduating to the mid-tier: materially higher combined revenue than the junior royalty companies, filling a gap in the market left by recent industry consolidation;
Increased trading liquidity: combined trading liquidity and expected indexation demand to help close valuation gap with peers;
Poised for Future Growth:
Complementary management expertise: unites Elemental Altus’ proven track record of accretive royalty acquisitions with EMX’s disciplined royalty generation and acquisition capabilities to create a best-in-class leadership team;
Demonstrated shareholder support: Certain shareholders of EMX (including management) who hold approximately 23% of the outstanding EMX Shares have entered into voting support agreements and the Tether Concurrent Financing emphasizes strong confidence in the strategy and long-term vision of the Merged Company, and provides significant financial capacity to the Merged Company; and
Clear path forward: the Merged Company will be listed on the TSX Venture Exchange (“TSX-V“) under the ticker “ELE” with plans to pursue a US listing prior to the closing of the Transaction.
Elemental Altus and EMX will hold a joint conference call and webcast for investors and analysts on September 5, 2025, at 8am PT/11 am ET to discuss the Transaction. Details are provided at the end of this press release.
Frederick Bell, CEO of Elemental Altus, commented: “This transaction establishes one of the world’s premier gold focused emerging streaming and royalty companies, bringing together two complementary portfolios in a compelling combination. Elemental Altus’ portfolio, with a strategic emphasis on royalty acquisition, and with more than 75% of revenue associated with gold producing mines, is complemented by EMX’s revenue generating portfolio paired with their royalty generation business. The combination of two business that have each delivered over 17% compound annual growth rates in share price since their inception creates an enlarged company that is exceptionally well-placed to continue to grow in an accretive manner for shareholders. The support from Tether in the form of a US$100 million placement as well as the existing cashflow generation, provides the ability to pursue further valuable growth through acquisitions of the best opportunities in the sector. Both Elemental Altus’ and EMX’s shareholders will benefit from our cornerstone assets, greater scale, diversification, growth profile and trading liquidity.”
David Cole, CEO of EMX, commented: “The merger of Elemental Altus and EMX represents a superb opportunity to combine two royalty companies with accelerating revenue streams and a shared mindset of financial discipline in the pursuit of growth. The ethos of EMX from the founding of the company has been to expose shareholders to the ever increasing value of mineral rights around the world. We believe that growing a diverse portfolio of royalties is the most effective way to accomplish this goal. Royalties are phenomenal financial instruments that leverage commodity price exposure and the asymmetric upside of exploration success. The integration of EMX and Elemental’s portfolios are expected to greatly enhance shareholder value through increased liquidity, capital availability and importantly, discovery optionality across an expanded portfolio.”
Juan Sartori, Executive Chairman of Elemental Altus, commented: “Tether’s recent investment in Elemental Altus was based on its strategy of increasing gold exposure. We believed Elemental Altus was the ideal vehicle to execute on this strategy due to the company’s strong foundation of assets and disciplined approach to investments. We are even more excited about the Merged Company’s future following the combination with EMX, creating a platform for growth that is unmatched in the junior royalty space and allowing us to accelerate into the mid-tier royalty space. The Merged Company will have the cashflow generation and expertise to deploy capital on royalties and streams that continue to add value for all shareholders.”
Concurrently with the Transaction, Elemental Altus will complete the previously-approved consolidation of all of the issued and outstanding common shares of Elemental Altus (the “Elemental Altus Shares“) at a ratio of one (1) post-consolidation Elemental Altus Share for every 10 pre-consolidation Elemental Altus Shares (the “Consolidation“). Additional details of the timing for the Consolidation will be provided by Elemental Altus in a subsequent press release.
Under the terms of the Arrangement Agreement, shareholders of EMX will receive (a) 0.2822 Elemental Altus Shares for each EMX Share held immediately prior to the effective time of the Transaction (the “Effective Time“) if the Consolidation is completed prior to the Effective Time; or (b) 2.822 Elemental Altus Shares for each EMX Share, if the Consolidation is not completed prior to the Effective Time (the “Consideration“). Upon completion of the Transaction, including the Tether Concurrent Financing, existing Elemental Altus shareholders and former EMX shareholders will own approximately 51% and 49% of the outstanding common shares of the Merged Company, respectively, on a fully diluted basis. The implied market capitalization of the Merged Company is estimated at US$933m4.
Benefits for EMX Shareholders
Immediate upfront premium to near all-time high closing share price of 21.5% based on 20-day volume-weighted average prices and 9.8% based on spot prices5
Accretive to near term cash flow per share
Offers material ownership in combined larger cash flowing company with near term cash contributions from Elemental Altus’ portfolio
Diversification to Tier-1 Australian gold producing and near-producing assets
Exposure to gold focused royalty revenue from cornerstone assets, including Karlawinda
Optionality through Elemental Altus’ development royalty portfolio
Continued financial support of Tether for further acquisitions
Benefits for Elemental Altus Shareholders
Immediately accretive to net asset value (NAV) on a per share basis6
Provides exposure to unique long-life Timok royalty
Triples ownership of flagship Caserones royalty
Diversifies risk profile adding cornerstone assets in North America, South America and Europe
Combination with high-quality technical team will improve deal sourcing and organic origination of new royalties for low cost
Enhanced trading liquidity and capital markets exposure through size and planned US listing, providing access to new investors including index inclusion
Transaction Details
Pursuant to the terms and conditions of the Arrangement Agreement, EMX shareholders will receive (a) 0.2822 Elemental Altus Shares for each EMX Share held immediately prior to the Effective Time if the Consolidation is completed prior to the Effective Time; or (b) 2.822 Elemental Altus Shares for each EMX Share, if the Consolidation is not completed prior to the Effective Time as the Consideration.
The Consideration implies a premium of 9.8% based on the closing prices of the Elemental Altus Shares and EMX Shares, respectively, on the TSX-V on September 4, 2025, and a premium of 21.5% based on the 20-day volume-weighted average price of the Elemental Altus Shares and EMX Shares, respectively, on the TSX-V and US Exchanges as of September 4, 2025. The Consideration implies a total equity value for EMX of US$4567 million on a basic basis.
The Transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will require the approval of at least (i) 66 2/3% of the votes cast at a special meeting of shareholders of EMX (the “EMX Special Meeting“); and (ii) if, and to the extent, required under applicable Canadian securities laws, a majority of the votes cast at a the EMX Special Meeting, excluding the votes attached to EMX Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holder in Special Transactions (“MI 61-101“).
Upon completion of the Transaction, including the Tether Concurrent Financing, existing Elemental Altus and former EMX shareholders are expected to own approximately 51% and 49% of the Merged Company, respectively, on a basic basis.
Certain officers and directors and shareholders of EMX who hold approximately 23% of the outstanding EMX Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their EMX Shares in favour of the Transaction.
Upon completion of the Transaction, the Merged Company will be renamed Elemental Royalty Corp. and remain headquartered in Vancouver, British Columbia. The Board of Directors will be comprised of three representatives from Elemental Altus and two representatives from EMX. Juan Sartori will continue as Executive Chairman and David Cole will serve as CEO of the Merged Company, while Frederick Bell will assume the role of President and COO.
In addition to approval of the EMX shareholders, completion of the Transaction is subject to approval of the Elemental Altus shareholders for the Tether Concurrent Financing (as described below), TSX-V, regulatory and court approvals and other customary closing conditions for Transactions of this nature. Further, the completion of the Transaction is subject to the conditional approval of the listing of the Elemental Altus Shares on a US stock exchange and the completion of the Tether Concurrent Financing. Any such US listing of the common shares of the Merged Company is subject to the Merged Company meeting the quantitative and qualitative requirements to list on a US stock exchange. The Arrangement Agreement includes customary deal protection provisions, including reciprocal non-solicitation and right to match provisions, and an approximately C$15.8 million termination fee, payable under certain circumstances.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act or other available exemptions and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The full details of the Transaction will be described in the Companies’ respective management information circulars to be prepared in accordance with applicable securities legislation and made available in connection with the special meetings.
Tether Concurrent Financing
Concurrently with and in support of the Transaction, Elemental Altus has entered into the Tether Subscription Agreement, pursuant to which, among other things, Elemental Altus and Tether have agreed to complete the Tether Concurrent Financing. Proceeds from the Tether Concurrent Financing will be used to repay EMX’s credit facility, fund royalty acquisitions (including to pay the purchase price for Elemental Altus’ two recently announced royalty acquisitions, or to repay its credit facility to the extent drawn for that purpose) and provide capital for the Merged Company so that it is fully unlevered post-completion.
Tether is an insider and control person of the Company, and therefore the Tether Concurrent Financing constitutes a related party transaction as defined under MI 61‐101. The shareholders of Elemental Altus must approve each of (a) the Tether Concurrent Financing pursuant to the requirements of MI 61-101 (the “Elemental Altus Financing Resolution“), (b) Tether as a “Control Person” of Elemental Altus pursuant to policies of the TSX-V (the “Elemental Altus Control Person Resolution“); and (c) the change of Elemental Altus’ name to Elemental Royalty Corp. (the “Elemental Altus Name Change Resolution” and collectively, the “Elemental Altus Resolutions“).
The Elemental Altus Financing Resolution will require the approval of at least a simple majority of the votes cast at a special meeting of shareholders of Elemental Altus (the “Elemental Altus Special Meeting“), excluding the votes attached to Elemental Altus Shares held by Tether and any other persons required to be excluded pursuant to MI 61-101. The Elemental Altus Control Person Resolution will require the approval of at least a simple majority of the votes cast at the Elemental Altus Special Meeting, excluding votes attached to Elemental Altus Shares held by the Tether and its associates and affiliates. The formal valuation requirement under MI 61-101 does not apply to the Tether Concurrent Financing as Elemental Altus has relied on the exemption therefrom contained at section 5.5(b) of MI 61-101.
Certain officers and directors and shareholders of Elemental Altus who hold approximately 40% of the outstanding Elemental Altus Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Elemental Altus Shares in favour of the Elemental Altus Resolutions.
The Tether Concurrent Financing is conditional on the approval of the Transaction at the EMX Special Meeting. The Tether Concurrent Financing is also subject to approval of the TSX-V, including Elemental Altus fulfilling the requirements of the TSX-V. The Elemental Altus Shares issued under the Tether Concurrent Financing will be subject to a four month and one day hold period, pursuant to securities laws in Canada, and have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any applicable securities laws of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Elemental Altus, nor shall there be any offer or sale of any securities of Elemental Altus in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Tether Concurrent Financing will close concurrently with the closing of the Transaction, and such concurrent closing is a condition to the completion of closing the Transaction.
The full details of the Tether Concurrent Financing will be described in Elemental Altus’ management information circular to be prepared in accordance with applicable securities legislation and made available in connection with the special meeting.
The Elemental Altus Name Change Resolution will require the approval of at least 66 2/3% of the votes cast at the Elemental Altus Special Meeting. The Elemental Altus Name Change Resolution is not a condition to close the Transaction.
Timing
Subject to receiving the requisite court, regulatory and shareholder approvals as described above, the Transaction and the Tether Concurrent Financing are expected to close in the fourth quarter of 2025. In connection with and subject to closing of the Transaction and the Tether Concurrent Financing, it is expected that the EMX Shares will be delisted from the TSX-V and NYSE American, and that EMX will cease to be a reporting issuer under Canadian and U.S. securities laws.
Board of Directors Recommendations
The Board of Directors of Elemental Altus has unanimously approved the Transaction and (subject to the abstention of any conflicted director) the Tether Concurrent Financing and recommends that the shareholders of Elemental Altus vote in favour of the Elemental Altus Resolutions.
The Board of Directors of EMX (subject to the abstention of any conflicted director) and a special committee comprised solely of independent directors of EMX (the “EMX Special Committee“) have each unanimously determined that the Transaction is in the best interests of EMX and have approved the Transaction and recommend that the shareholders of EMX vote in favour of the Transaction.
Financial Advisors and Legal Counsel
National Bank Financial is acting as financial advisor to Elemental Altus. Fasken Martineau DuMoulin LLP is acting as legal advisor to Elemental Altus. Greenberg Traurig, LLP is acting as U.S. legal counsel to Elemental Altus. Bennett Jones LLP is acting as legal advisor to Tether.
GenCap Mining Advisory Ltd. has provided a fairness opinion to the Elemental Altus Board of Directors, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration to be paid is fair, from a financial point of view, to Elemental Altus shareholders excluding Tether.
CIBC World Markets Inc. is acting as financial advisor to EMX. CIBC World Markets Inc. has provided a fairness opinion to the EMX Board of Directors, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration under the Transaction is fair, from a financial point of view, to the shareholders of EMX.
Haywood Securities Inc. is acting as financial advisor to the EMX Special Committee. Haywood Securities Inc. has provided a fairness opinion to the EMX Special Committee, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Consideration to be received is fair, from a financial point of view, to the shareholders of EMX.
Cassels Brock & Blackwell LLP is acting as Canadian legal advisor to EMX. Crowell & Moring LLP is acting as U.S. legal advisor to EMX. Blake, Cassels & Graydon LLP is acting as legal advisor to the EMX Special Committee.
Conference Call and Webcast
Elemental Altus and EMX will hold a joint conference call and webcast for investors and analysts on September 5, 2025, at 8am PT/11 am ET to discuss the Transaction. Questions can be asked through a chat function.
Elemental Altus is an income generating precious metals royalty company with 10 producing royalties and a diversified portfolio of pre-production and discovery stage assets. The Company is focused on acquiring uncapped royalties and streams over producing, or near-producing, mines operated by established counterparties. The vision of Elemental Altus is to build a global gold royalty company, offering investors superior exposure to gold with reduced risk and a strong growth profile. The Elemental Altus Shares are listed on the TSX-V and OTCXQ under the symbol “ELE” and “ELEMF”, respectively. Please see www.elementalaltus.com for more information.
About EMX
EMX is a precious and base metals royalty company. EMX’s investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX Shares are listed on the NYSE American Exchange and TSX-V under the symbol “EMX”. Please see www.EMXroyalty.com for more information.
Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, “forward-looking statements”) that reflect the Companies’ current expectations and projections about their future results. These forward-looking statements may include statements regarding guidance and long-term outlook, including future revenue, which are based on public forecasts and other disclosure by the third-party owners and operators of our assets or on the ‘Elemental Altus’ or EMX’s assessments thereof, including certain estimates based on such information; expectations regarding financial strength, trading liquidity, and capital markets profileof the Merged Company; the completion of the Tether Concurrent Financing; the completion of the Transaction and the timing thereof; the realization of synergies and expected premiums in connection with the Transaction, the identification of future accretive opportunities, permitting requirements and timelines; the value the Transaction will add for shareholders of the Companies; the future price of the common shares of the Merged Company; the receipt of required approvals for the Transaction and the Tether Concurrent Financing; the completion of the name change of Elemental Altus; the completion of the Consolidation and the timing thereof; the benefits of the Transaction to shareholders of Elemental Altus; the benefits of the Transaction to shareholders of EMX; the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable pursuant to the Transaction; the listing of the Merged Company on a US stock exchange and the timing thereof; the timing and amount of estimated future royalty guidance; and the future price of gold. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “expects,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect, including that no material disruption to production at any of the mineral properties in which the Companies’ have a royalty or other interest; that the Companies will receive all required approvals for the Transaction and the Tether Concurrent Financing in a timely manner; that synergies are realizable as between the Companies; estimated capital costs, operating costs, production and economic returns; estimated metal pricing; metallurgy, mineability, marketability and operating and capital costs; the expected ability of any of the properties in which the Companies hold a royalty, or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will remain in effect or be obtained as required to operate, develop or explore the various properties in which the Companies hold an interest; and the activities on any on the properties in which the Companies hold a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions.
Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, failure to obtain any required regulatory and shareholder approvals with respect to the Transaction and the Tether Concurrent Financing; the inability to satisfy the conditions to closing the Transaction and the Tether Concurrent Financing; the inability to satisfy the listing requirements to be listed on a US stock exchange; volatility in the price of gold or other minerals or metals, discrepancies between anticipated and actual production with respect to portfolio assets; the accuracy of the mineral reserves, mineral resources and recoveries set out in the technical data published by the owners of portfolio assets; the absence of control over mining operations from which the Companies receive royalties, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, activities by governmental authorities (including changes in taxation); currency fluctuations; the global economic climate; dilution; share price volatility and competition.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Companies to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions, the absence of control over mining operations from which the Companies will receive royalties from, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in (A) the Elemental Altus’ Annual Information Form dated August 18, 2025, filed under the Elemental Altus’ profile on SEDAR+ at www.sedarplus.ca; and (B) the EMX risk factors listed in EMX’s Management’s Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Although the Companies have attempted to identify important factors that could cause actual results to differ materially from those Companies in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Companies do not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.
Cautionary Statements to U.S. Securityholders
The financial information included or incorporated by reference in this press release or the documents referenced herein has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, which differs from US generally accepted accounting principles (“US GAAP”) in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with US GAAP.
This press release and the documents incorporated by reference herein, as applicable, have been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States securities laws. In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced herein and the documents incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”).
The definitions of these terms, and other mining terms and disclosures, differ from the definitions of such terms, if any, for purposes of the United States Securities and Exchange Commission (“SEC”) disclosure rules for domestic United States Issuers (the “SEC Rules”), including the requirements of the SEC in Regulation S-K Subpart 1300 under the United States Securities Exchange Act of 1934, as amended. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional disclosure system, EMX is not required to provide disclosure on its mineral properties under the SEC Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information and other technical information contained or incorporated by reference herein or documents incorporated by reference may not be comparable to similar information disclosed by United States companies subject to the SEC’s reporting and disclosure requirements for domestic United States issuers. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Under Canadian rules, estimates of inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them to enable them to be categorized as mineral reserves and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a preliminary economic assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred mineral resource exists or is economically or legally mineable. In addition, United States investors are cautioned not to assume that any part or all of the EMX’s measured, indicated or inferred mineral resources constitute or will be converted into mineral reserves or are or will be economically or legally mineable.
The Elemental Altus shares to be issued to EMX shareholders pursuant to the Transaction have not been or will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and such securities are anticipated to be issued in reliance upon the exemption from such registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws.
Non-IFRS Measures
Adjusted Revenue Adjusted revenue is a non-IFRS financial measure, which is defined as including gross royalty revenue from associated entities holding royalty interests related to Elemental Altus’ and EMX’s effective royalty on the Caserones copper mine. Management uses adjusted revenue to evaluate the underlying operating performance of the Company for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS such as revenue, investors may use adjusted revenue to evaluate the results of the underlying business, particularly as the adjusted revenue may not typically be included in operating results. Management believes that adjusted revenue is a useful measure of the Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Adjusted revenue is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. It does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.
1 Exchange rate of C$1.00 = US$0.7231 (the “Exchange Rate“), being the indicative exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada on September 4, 2025. 2 Adjusted revenue is a non-IFRS measure. Please refer to the “Non-IFRS Measures” section of this press release and Elemental Altus’ discussion of non-IFRS performance measures in its Management’s Discussion and Analysis for the quarter ended June 30, 2025 3 Based on figures (i) with respect to EMX from National Bank Financial Inc. and as of August 12, 2025, and (ii) with respect to Elemental Altus from each of Raymond James Ltd. And National Bank Financial Inc. as of August 19, 2025 and from Canaccord Genuity Corp. as of May 26, 2025. 4 Assuming approximately 629.4 million outstanding common shares of the Merged Company on the completion of the Transaction and the Tether Concurrent Financing, and based on the closing price of the Elemental Altus Shares on September 4. 2025 of C$2.05 per share, converted to US$ at the Exchange Rate 5 As at September 4, 2025 6 Average of available consensus NAV estimates as of September 4, 2025. 7 Assuming approximately 108.9 million outstanding EMX Shares as of the Effective Time and based on the closing price of the Elemental Shares on September 4. 2025 of C$2.05 per share, converted to US$ at the Exchange Rate.
Key Take-AwaysCenterra can earn up to 70% of the Lehman Butte project by investing US $30.0 million over eight (8) years in two stages, with committed US $2.0 million in expenditures within the first two (2) years.Scout will be operator with its internal teams at cost plus 20%; the Lehman Butte project is drill-ready with permits in hand.This agreement is the crystallization of Scout’s vertically integrated approach, which allows the Company to be paid to advance its own projects using in-house drill rigs and geologic team.Coeur d’Alene, Idaho – August 27, 2025 – Scout Discoveries Corp. (“Scout” or the “Company”) is pleased to announce the execution of a definitive agreement with Centerra Gold Inc. (“Centerra”). Under this agreement, Centerra has the right to earn up to a 70% interest in Scout’s Lehman Butte epithermal Au-Ag project (the “Project”), located in Custer County, Idaho, through a two-stage Earn-In structure, summarized below and in Table 1. All amounts referenced are in U.S. dollars.Earn-In Agreement HighlightsExecution Payment:Centerra will pay Scout $75,800 (2025 BLM Claim fees and underlying royalty) within thirty (30) business days following execution of the Agreement (August 8, 2025).Initial Stage 1 Earn-In Option: Centerra may earn an initial 51% interest in the Project by incurring a minimum of $15.0 million in qualifying work expenditures over the initial five (5) year period (the “First Option”), which includes:Funding of $500,000 and $1.5 million (a total of $2.0 million) in exploration expenditures on or before each of the first and second anniversaries of the agreement, respectively, as a firm commitment.An additional $13.0 million in qualifying exploration expenditures must be funded by the fifth anniversary of the agreement, bringing the total to $15.0 million.During the First Option, Scout will continue as the exploration and drilling operator for the Project, operating at cost plus 20% for the first $10.0 million and cost plus 15% thereafter.Centerra and Scout will each elect two representatives to a technical steering committee, which will meet quarterly to review budgets and monitor exploration progress.If Centerra does not complete the expenditure requirements of the First Option within five (5) years, 100% ownership of the project will revert back to Scout.Stage 2 Earn-In Option: Subject to Centerra having exercised the First Option, Centerra shall retain the sole right and option to earn an additional 19% ownership interest in the Project, for a total aggregate of 70% ownership interest (the “Second Option”), by:Sole-funding an additional $15.0 million in qualifying work expenditures over a three (3) year period following the First Option.Centerra has the option to assume operatorship of the Project and pay Scout a 10% fee on all expenditures or continue with Scout as operator at cost plus 20% for the first $10.0 million spent under the Section Option and cost plus 15% thereafter.Continued Advancement, Dilution of Ownership:To ensure the project continues to advance if either party elects to do so,following the completion of either the First Option or in the Second Option, if no exploration or development program is undertaken by Centerra within twelve (12) months, Scout maintains the right to propose such a program.If Centerra declines to fund the program, Scout may elect to fund it independently, and Centerra’s ownership will be diluted on a pro rata basis.If either party’s interest drops below 10%, its interest will be converted to a 2% NSR royalty, with 1% buyable upon commencement of commercial production at the net present value (5% discount rate) as defined by the feasibility study.Either party may convert its interest to a 2% NSR royalty at any time during the agreement or joint venture.
Curtis Johnson, Scout’s President and CEO commented, “This agreement with Centerra is the core of our business model. We generate the project, advance it through drill targeting, then partner with a strong group to aggressively drill the targets while staying directly engaged as operator through our vertically integrated platform. By drilling with our internal rigs and leveraging our geologic team, we move faster, drill more meters per dollar for ourselves and partners, and keep momentum and positive cash flow working for shareholders. This is a sustainable exploration model that will allow Scout to test more targets to overcome the low odds of making a tier one discovery.”
About the Lehman Butte ProjectThe Lehman Butte project, located in central Idaho (Figure 1), features extensive low-sulfidation epithermal veining and quartz-clay-adularia alteration within intermediate volcanic rocks, as well as jasperoid replacement in underlying Mississippian limestone. Exploration by the Scout team, during their tenure at EMX Royalty Corp. and with prior partners, has outlined a cohesive 1.5 x 3 km gold-in-soil anomaly. Rock chip samples have returned values up to 3.1 g/t Au and 19.8 g/t Ag (n=214, avg. 0.145 g/t Au and 4.8 g/t Ag). These results indicate bulk-tonnage style mineralization, centered around a zone of banded quartz-adularia feeder veins up to 2.5 m wide, mapped across 3 km of strike. Coincident magnetic, chargeability, and resistivity anomalies support the targets identified through surface sampling and mapping. The project is permitted for drilling, with primary targets including a bulk-tonnage Au-Ag deposit hosted in volcanics, as well as high-grade bonanza-style epithermal veins at depth.
Next Steps – Work ProgramIn fall 2025, the Scout team will collaborate with Centerra to design and execute an advanced-stage exploration program, funded by Centerra. This will include additional geologic mapping, surface rock sampling, soil sampling, and drone magnetics across the southern portion of the land position that has not yet been covered by these methods. These efforts will lead to a planned Phase I core drilling program in spring-summer 2026, targeting up to 5,000 meters within the primary target zone as outlined in Figure 2.
Execution of Additional Drilling ContractIn addition to the above, Scout has executed an all-in-drilling contract with Mammoth Minerals Limited to carry out an initial 1,500-meter core drilling program in Nevada, including core drilling, rig management, core logging and cutting, as well as TerraCore hyperspectral imaging. The Company has used funds from the advance payment for this program to acquire its fifth surface core drilling rig; an excellent condition, used Boart Longyear track-mounted LF-70.
Our Discovery‑to‑Partnership ModelDiscovery generator + vertical integration: Scout’s strategy combines the breadth of a prospect generator with the execution discipline of a major mining company. We advance projects internally, from mapping and geophysics through internal core drilling, with these costs offset by external contracts, then partner when scale and capital intensity increase on the project, preserving upside and accelerating timelines (Figure 3).Lower cost, more meters, aligned structure: Because we manage the full exploration stack in‑house (including drilling), we can reduce exploration costs by ~50–75% versus third‑party contractors. That efficiency lets us drill more meters per dollar and iterate targets faster, supporting rapid decision‑making across the portfolio. This structure is fully aligned with partners earning in on our projects, as Scout’s primary goal is to maximize exploration work done per dollar.Maintaining momentum through partnerships: When a project reaches the right inflection point, we partner with strong groups, such as Centerra at Lehman Butte, to scale work programs while staying directly engaged as operator. Under the Option Agreement, Scout is the initial Project Planner and Operator, enabling continuity of planning, permitting, and drilling cadence as capital ramps, and helping keep momentum squarely on advancing the asset.
About Centerra Gold Inc.Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Türkiye. The Company also owns the Kemess Project in British Columbia, Canada, the Goldfield Project in Nevada, United States, and owns and operates the Molybdenum Business Unit in the United States and Canada. Centerra’s shares trade on the Toronto Stock Exchange under the symbol CG and on the New York Stock Exchange under the symbol CGAU. The Company is based in Toronto, Ontario, Canada.
About Scout Discoveries Corp.Scout Discoveries Corp., headquartered in Coeur d’Alene, Idaho, is a private U.S. mineral exploration company with rights to twelve separate precious and base metal projects in the western U.S.A., comprising one of the largest unpatented claim holdings in the region, totaling over 50,000 acres. Scout’s vision is to bring the full discovery process in-house from idea generation through resource drilling, lowering costs and increasing efficiency. With this model, the Company can rapidly advance its project portfolio through discovery by leveraging its five internal core drill rigs and experienced technical teams. For further information visit: https://www.scoutdiscoveries.com/
Forward-looking StatementsCertain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to those risks set out in the Company’s public documents filed on EDGAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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