Vancouver, British Columbia–(Newsfile Corp. – January 16, 2026) – Elemental Royalty Corporation (TSXV: ELE) (NASDAQ: ELE) (“Elemental” or the “Company”) is pleased to announce the execution of a definitive option and earn-in agreement (the “Agreement”) covering three exploration licenses in the Bor Mining District of Serbia to a wholly owned subsidiary of BHP Group Limited (“BHP”). The three exploration-stage projects are currently held by Elemental’s wholly owned Serbian subsidiary Magma Resources doo (“Magma”) and BHP will have the option to acquire Magma in exchange for cash payments and by satisfying work commitments. Elemental will retain 2% NSR royalties on the projects as well as other considerations (see discussion of Commercial Terms below).
The Projects nicely complement Elemental’s other royalty interests in the Bor District, which include the Brestovac, Brestovac West, and Jasikovo East-Durlan Potok properties (see Figure 1). Brestovac is one of Elemental’s flagship royalties, covering Zijin Mining Group Co., Ltd’s producing Čukaru Peki copper-gold mine and recently discovered Malka Golaja copper-gold deposit. Zijin has been rapidly expanding its Čukaru Peki operations, increasing capacity at its current mill while continuing to add infrastructure for the development of the “Lower Zone” porphyry copper-gold deposit. Zijin’s published mineral resources and reserves for Čukaru Peki have also continued to grow rapidly, as shown in Zijin’s recent annual reports. The Lenovac projects, included in the BHP Agreement, cover the extension of the geologic trend that hosts the Čukaru Peki and Malka Golaja copper-gold deposits to the south.
Commercial Terms Overview. (all terms in USD) Pursuant to the Agreement, BHP can acquire and retain a 100% interest in Magma and the Projects by satisfying each of the following conditions: (a) making a payment of $200,000 to the Company on the six-month anniversary of the Agreement, (b) annual payments of $200,000 to the Company on every anniversary of the Agreement until the earn-in is complete, and (c) completing $5,000,000 in cumulative exploration expenditures on the Projects within five years.
Upon BHP’s option exercise and earn-in, Elemental will retain a 2% NSR royalty interest on each Project. BHP may buy back up to a total of half a percent (0.5%) of the royalty in quarter percent (0.25%) increments; 0.25% can be purchased for $5,000,000 before the eighth anniversary of the agreement and 0.25% can be purchased for $5,000,000 before the 11th anniversary of the agreement. BHP will also make annual advance royalty payments of $200,000 to the Company until the commencement of commercial production.
Overview of the Projects. The Bor Mining District in eastern Serbia has been one of Europe’s largest copper producers for over a century, where historic and current mining operations have been developed within a cluster of porphyry Cu-Au, high-sulfidation epithermal and skarn systems (including Bor, Veliki Krivelj, Majdanpek and Čukaru Peki; see Figure 1). The Elemental projects (the “Projects”) were originally acquired in 2023 and 2024 and are positioned along trend of Zijin Mining’s Bor and Čukaru Peki operations. Although there are still near-surface deposits being identified in the area, several recent discoveries have been made at relatively deep levels (such as Zijin’s Čukaru Peki and Dundee Precious Metals’ Čoka Rakita deposits) and require deep drilling. BHP’s deep-sensing geophysical capabilities and existing regional interest make them an ideal exploration partner for the Projects.
Elemental has acquired over 150 square kilometres of mineral rights along trend of the major copper and gold deposits within the Bor Mining District (see Figure 1). Previous exploration in the Bor District has typically targeted Upper Cretaceous andesite units, which host the majority of the epithermal and porphyry systems at the Bor Copper Complex and Čukaru Peki mine. However, new discoveries such as Dundee Precious Metals’ Čoka Rakita skarn deposit highlights that the different geologic settings and older Jurassic and Paleozoic host rocks are also prospective for additional discoveries. The Elemental Projects include both the traditionally prospective Upper Cretaceous andesite units of the Timok Magmatic Complex, as well as deeper host rock packages where several recent discoveries have been made.
The Lenovac North and South licenses lie directly south of the Zijin’s Brestovac license, which hosts the Čukaru Peki and the recently discovered Malka Golaja copper-gold deposits. Elemental’s Lenovac licenses cover the southern extension of this trend where a regional fault displaces the trend of mineralization and favorable host rocks to the southwest. The licenses are largely comprised of prospective Cretaceous volcanic and sedimentary units with some areas of Miocene cover.
The Durlan Istok license is located to the southeast of Zijin’s Majdanpek porphyry copper-gold mine and east of Čoka Marin, a high-grade polymetallic volcanogenic/epithermal deposit. The Durlan Istok license contains the stratigraphic sections that hosts Čoka Marin and the Čoka Rakita skarn further to the southwest.
Comments on adjacent or nearby Districts, Mines, and Deposits. The districts, mines, and deposits discussed in this news release provide context for Elemental’s projects, which occur in similar geologic settings, but this is not necessarily indicative that the Company’s projects host similar tonnages or grades of mineralization.
North American Investor Relations Elemental has retained the services of Renmark Financial Communications Inc. to handle its investor relations activities in North America. In consideration of the services to be provided, the monthly fees incurred by Elemental will be a cash consideration of up to C$9,000, starting January 1, 2026, for a period of seven months ending on July 31, 2026, and monthly thereafter. Renmark Financial Communications does not have any interest, directly or indirectly, in Elemental or its securities, or any right or intent to acquire such an interest.
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 under the ticker symbol “ELE”, and on the NASDAQ Stock Market under the ticker symbol “ELE”.
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.
Qualified Person Dr. Eric P. Jensen, 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.
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 include, but are not limited to, the Company’s ability to deliver a materially increased revenue profile with a lower cost of capital, the future growth, development and focus of the Company, and the acquisition of new royalties and streams. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
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’ 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 Royalty for the year ended December 31, 2024. Elemental Royalty undertakes no obligation to update forward-looking statements and information except as required by applicable law. Such forward-looking statements and information represents 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.
Figure 1. Elemental Royalty interests and projects in the Bor Mining District of Serbia.
This Phase I drill program represents the first drilling at Cuddy Mountain in over 40 years.
Scout commenced drilling at Cuddy Mountain in late fall with permits allowing for continued drilling through fall 2026 – with the private placement closed updates can now be issued.
One internally operated core drill is focused on testing high-priority targets at the Climax zone through winter with two holes completed to target depth and the third ongoing.
Drilling will progress to the IXL and Railroad targets with additional rigs added as results warrant; assays to be released when enough holes comprise a complete test of the target.
Coeur d’Alene, Idaho – January 15, 2026 – Scout Discoveries Corp. (“Scout” or the “Company”) is pleased to announce that drilling commenced at the Cuddy Mountain Project in late fall 2025 using one of the Company’s wholly owned drill rigs. This work is part of Scout’s planned Phase I core drilling program of up to 10,000 meters, detailed in the April 9th, 2025 news release. With the recent closing of Scout’s private placement (see January 5th, 2026 news release), the Company is now positioned to provide material updates on the drill program and other corporate developments.The ongoing Phase I drill program marks the first drilling at Cuddy Mountain in over 40 years. Drilling began at the Climax target (Figures 1 & 2) and will continue through the winter. Two completed holes and a third underway beneath the strong molybdenum soil anomaly at Climax shows it is a separate porphyry center from IXL. Assays are pending on both completed holes. Drill core observations reveal multiple porphyry intrusions, high-temperature alteration, and abundant sulfide-rich veins of varying generations ranging from early biotite halo, banded quartz molybdenite, magnetite, and sericite-chlorite-pyrite-(chalcopyrite) veins that are consistent with porphyry copper-molybdenum systems. Drilling will continue through the winter to vector toward inferred higher-temperature mineralization zones based on zoning observed to date.As snow melts in the spring, the Company plans to transition drilling to the IXL and Railroad targets while continuing work at Climax (Figures 1 & 2). Scout retains the flexibility to deploy additional rigs from its fleet of five surface core drills, should results warrant expanded drilling.
Curtis Johnson, Scout’s President and CEO commented, “The drill targets at Climax and IXL, including historic intercepts of 177 meters @ 0.34% Cu from surface with 40 meters @ 0.78% Cu, represent some of the most compelling near-surface porphyry targets in the broader Cuddy Mountain-Hercules mineral belt. This belt is emerging as the most significant new porphyry copper district discovered in the United States in well over 50 years. We look forward to utilizing our internally owned drills throughout 2026 to efficiently deploy shareholder capital and understand the full potential of the Cuddy Mountain project.”
Climax Target – Geologic Summary of Drilling to Date
The Climax area has emerged as one of the most compelling untested targets on the Cuddy Mountain project, having not been identified as a porphyry copper target prior to Scout’s 2024-2025 work programs. The Company utilized systematic geologic mapping, soil and rock geochemistry, and geophysics to guide drill targeting. Climax delivered impressive coincident IP, magnetic, and copper/molybdenum in soil anomalies in an area with newly discovered stockwork quartz-sulfide veining and multiple phases of porphyry dikes (Figures 1, 2, 3, and 4).
Drilling and Geology
Initial drilling of two variably oriented holes with a third ongoing, totaling 1,100 meters focused on testing the highest-magnitude portions of the molybdenum-in-soil anomaly (Figure 2) in multiple orientations. Drilling encountered poor ground conditions in highly faulted and fractured rock that necessitated short drill runs and persistent hole conditioning to maintain recovery and production.
The two completed drill holes (CM-25-001, 002) confirm the occurrence of multiple phases of intermediate to late-mineral quartz-feldspar porphyry dikes (Figure 5) exhibiting diverse degrees of sericite-chlorite alteration. These dikes intrude the adjacent andesitic volcanic, volcaniclastic, and carbonate wall rocks, which display a high abundance of sulfide-rich veins and mineralization with sericite-chlorite, potassic, and skarn alteration (Figure 5A-E). Multiple phases of porphyry intrusions and widespread sulfide-rich veining at Cuddy are consistent with many productive copper deposits. The observation that more high-temperature veins occur in wall rock than in drill-intersected intrusions suggests that early-mineral intrusions linked to copper-molybdenum mineralization are sourced at deeper levels or lateral to areas drilled.
Alteration patterns observed in drilling further reinforce the presence of a productive porphyry system at Climax. Magnetite-chlorite-sericite-pyrite alteration is pervasive throughout the volcanic wall rocks, while widespread epidote-garnet-magnetite-(pyrite-chalcopyrite) alteration affects both the volcanics, interbedded limestone, and segments of the porphyry intrusions, indicating strong and extensive hydrothermal fluid flow. Pyrite content ranges between 1-5% (up to 10%) with subordinate chalcopyrite present throughout the volcanics. Sulfide distribution correlates well with the intensity of the chargeability anomaly (Figure 4). Notably, banded quartz-molybdenite veins – hallmark features of porphyry systems – are present in all holes, reaching up to 1% by volume explaining the strong molybdenum soil anomaly (Figure 5A). This is complemented by biotite-selvage (“early halo type”) veins, garnet skarn, sericite selvages around pyrite-quartz veins, and trace to moderate chalcopyrite and native copper on fracture surfaces – all proximal indicators of porphyry systems.
Take-Aways and Future Drilling
Assays have not yet been received from the drilling completed to date, however, interpretation of geologic logging in the initial 1,100 meters of drilling confirms the presence of stockwork quartz veins, early halo veins, minor chalcopyrite with abundant pyrite, and banded quartz-molybdenite veins – classic indicators of proximal portions of a porphyry copper system (Figure 5B, G, H). The identification of molybdenum-rich veins, often found outboard of the high-copper shell in porphyry systems, suggests that current drilling may have intercepted a high-molybdenum shell adjacent to the center of the Climax porphyry system(s). Abundant sericite-chlorite alteration suggests drilling to date tested flanking or upper levels of the system. Increasing chalcopyrite-to-pyrite ratios in core toward areas with the highest-magnitude copper-in-soil (up to 0.2% copper) and molybdenum-in-soil values provide compelling evidence for potentially stronger mineralization in future holes.
IXL Porphyry Copper System – The Next Target to be DrilledThe IXL target contains a known outcropping of a Triassic porphyry copper-molybdenum system, where historic exploration work at Cuddy Mountain began in the 1950s. Mineralization is dominated by potassic alteration (secondary biotite, K-feldspar) associated with stockwork quartz-chalcopyrite-molybdenite veins and disseminated chalcopyrite, along with local mineralized breccias. A multi-kilometer copper and molybdenum-in-soil anomaly (Figure 2) coupled with strong chargeability highs outline a major porphyry system, which is what the Company believes lies concealed in the Climax target area. Recent detailed geologic mapping by Scout at IXL outlined a much broader area of “shreddy” secondary biotite (potassic) alteration containing copper than was previously recognized due to overprinting low-temperature chlorite alteration of biotite that prior operators interpreted as distal propylitic alteration unrelated to copper mineralization (Figure 1).Approximately 2,500 meters of shallow historical drilling was carried out by multiple operators at IXL in the 1950s to 1970s, with no known drilling completed since. As shown in the sections linked below, the majority of the newly identified soil and chargeability anomalies are poorly tested or untested by previous efforts. Most shallow holes in the IXL region intercepted broad zones of 0.1-0.3% Cu with associated molybdenite and no precious metals assays. The best historic interval is from hole AX-1, which intercepted from surface, 177 meters @ 0.34% Cu including 40 meters @ 0.78% Cu on the margin of a chargeability high. An underground adit was driven to explore this higher-grade sub-interval in the 1960s, which uncovered a mineralized breccia zone coring the potassic alteration with several underground holes identifying strong primary sulfide mineralization including 35 meters @ 1.23% Cu. Scout looks forward to testing these zones to depth and along strike in 2026.Refer to the following links for planned drill sections through the IXL target area showing geology, chargeability, and resistivity: IXL Target Geology, IXL Target Chargeability, IXL Target Resistivity.
Railroad Porphyry-Skarn TargetSimilar to the Climax target, the Railroad area has emerged as a compelling concealed target and potential third preserved porphyry center on the project following systematic exploration work by the Scout team. High-grade copper skarn mineralization was previously known in the area; however, detailed mapping has outlined a series of parallel, stacked skarn zones associated with mineralized porphyry dikes offering the potential for bulk tonnage copper mineralization at depth (Figure 1). Strong magnetic and chargeability anomalies at depth (Figure 2) further suggest potential for concealed porphyry style mineralization, which along with near surface skarn mineralization, will be the focus of exploration drilling in the target area in 2026-2027.Refer to the following links for sections through the Railroad target showing geology, chargeability, and resistivity: Railroad Target Geology, Railroad Target Chargeability, Railroad Target Resistivity.
About the Cuddy Mountain ProjectThe Cuddy Mountain Project is a porphyry copper-molybdenum (gold) project within the broader western Idaho copper belt. Scout identified the property as having potential in 2020 and acquired it through staking of open ground in 2021, prior to the discovery of the Leviathan porphyry on the adjacent Hercules property in 2023. Since that time, the Company has systematically advanced the large 12 square kilometer outcropping porphyry targets through detailed geologic mapping, surface geochemistry, geophysics and now the phase I drill program described herein.
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/
Vancouver, British Columbia–(Newsfile Corp. – January 12, 2026) – Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY0) (“Riverside” or the “Company“), is pleased to outline its 2026 corporate outlook and work programs while highlighting key milestones achieved during 2025. Building on a year that saw the successful spin-out of Blue Jay Gold Corp., advancement of partner-funded work in Mexico, and a strategic investment of C$3.7 million which included Rick Rule and Sprott Wealth Management. Riverside now enters 2026 positioned to advance its key assets in the project generator and royalty portfolios.
Riverside maintains a solid balance sheet with strong cash, no debt and solid share structure with approximately 93 million shares outstanding following the December 2025 private placement. The recently completed non-brokered financing with strategic shareholders, including Rick Rule, Sprott Wealth Management, and Metallum, provides additional capital to advance key exploration, royalty, and transactional initiatives in 2026 while preserving the Company’s disciplined approach to share structure and capital allocation.
With a portfolio of projects in Canada and Mexico, a growing royalty platform anchored by Tajitos and Sugarloaf Peak (Arizona Metals Corp), and third-party funding from partners such as Questcorp Mining, Riverside will continue to focus on transactions and exploration programs that can create meaningful leverage for shareholders without overextending the treasury. This includes adding more assets this year, derisking key ones, and advancing partner-funded exploration programs as well as self-funded mineral exploration. Riverside also holds a portfolio of equity securities in partner and former partner companies which is separate from and in addition to the Company’s cash position.
“2025 was a pivotal year for Riverside as we delivered on several of the major objectives we laid out at the start of the year,” said John-Mark Staude, President and CEO of Riverside. “We completed the spin-out of Blue Jay Gold to our shareholders, marking the second time we have executed a successful spinout, the first being Capitan Silver, which also delivered a strong 2025 for its shareholders. Riverside secured an option agreement with Questcorp that funds exploration and first-phase drilling at the Union Project, and we strengthened our balance sheet through the completed strategic year-end financing. These actions place us in a strong position for 2026.”
“In 2026, we intend to keep doing what has worked for Riverside: emphasis on focused capital management, advance our best projects with our own capital and with third-party partner funding where prudent, and grow our royalty and equity portfolio exposure to potential discoveries and future value generation transactions. Our goal remains simple and opportunity-driven: to execute disciplined transactions, grow and advance our royalty interests, and pursue an exploration plan that fits Riverside’s model, while focusing on the best opportunities and working to deliver meaningful results over time.”
For an overview of Riverside’s 2025 progress and what we’re focused on heading into 2026, we encourage you to watch a short update video from President and CEO, John-Mark Staude. In the video, John-Mark highlights key milestones from the year, how our partner-funded model is advancing the portfolio, and the main priorities we’re working toward next.
Advance British Columbia Gold and REE Portfolio Continue systematic work at Red Jacket, Revel and Deer Park and related rare earth element and gold targets, with the objective of moving the British Columbia projects to more advanced exploration stages (including potential drill permitting, geophysics or partner exploration). The recent success of new mines in BC and higher commodity prices, combined with government and international strategic initiatives, makes for a good potential opportunity for Riverside.
In addition, China has implemented export controls and licensing requirements affecting certain rare earth materials, related products, and processing technologies, highlighting how concentrated and sensitive global REE supply chains remain. This reinforces why the Company intends to continue seeking REE opportunities that align with efforts to diversify supply and support strategic demand outside of China.
New Canadian Transactions Riverside plans to assess additional BC and other Canadian opportunities using Riverside’s database and technical team to secure attractive entry terms with the potential for future royalties and spinouts. In Q1, the Company intends to use a portion of the capital raised in December with strategic investors to add key tenures and continue to grow Riverside’s Canadian business.
2. Mexico Exploration and Partnerships
Union Project Complete assaying Union’s Phase 1 drilling program and plan the follow-up work to advance Union as the district-scale carbonate replacement region. The Company will continue exploring for gold and porphyry copper targets with Questcorp funding exploration under the option agreement.
Cecilia Project Advance the Cecilia Project following positive Q4 2024 drilling and 2025 follow-up targeting, interpretations program by integrating geophysics, structural modelling, and district-scale targeting to position the project for additional drilling and actively marketing it for an option or partnership. In light of recent positive statements and actions by the Mexican government, including the granting of new open-pit mining permits and titles, Riverside is stepping up its partner-seeking opportunities.
Advance and De-risk other Projects in Mexico Continue to progress and/or transact on the project portfolio through options, joint ventures, or asset sales, with the objective of providing shareholder return.
3. Royalty and Strategic Portfolio Growth
Leverage Existing Royalties Riverside’s royalty portfolio is anchored by its 2% NSR on the Tajitos Gold Project operated by Fresnillo and the Sugarloaf Peak gold project operated by Arizona Metals, where ongoing technical and permitting work by the operators could move these assets closer to future production decisions, with further leveraged upside from royalties on Capitan Silver’s Cruz de Plata Project and Blue Jay Gold’s Ontario properties.
Originate New Royalties through Transactions Structure new deals in Canada, Mexico and potentially in US jurisdictions where Riverside can retain NSRs and/or equity while transferring a portion of the capital burden to partners. Expanding the royalty portfolio including using the strong capital position of the Company.
4. Corporate Development & Capital Markets
Disciplined Deployment of New Capital Allocate the December 2025 financing proceeds into focused work programs and corporate development, prioritizing opportunities with clear value catalysts in an effort to deliver shareholders further potential returns.
Active Market Presence Continue regular outreach through conferences and targeted meetings, including key 2026 sector events, to broaden Riverside’s shareholder base and support liquidity. Attending key conferences including AME Roundup in Vancouver, January 26-29, 2026, and PDAC in Toronto, March 1-4, 2026.
2025 Recap and Highlights
Canada
Blue Jay Gold Spin-out and Ontario Portfolio Riverside completed the spin-out of Blue Jay Gold Corp. under a court-approved plan of arrangement, distributing one Blue Jay share and one new Riverside share for every five Riverside shares held on the May 22, 2025 effective date. This transaction gave Riverside shareholders direct exposure to a dedicated gold explorer while Riverside retained a royalty on Blue Jay’s Ontario property portfolio.
British Columbia – Gold and REE Projects Riverside advanced its BC portfolio with ongoing work at Red Jacket, Deer Park, Revel, and related projects, confirming strong analogues to the historic Yellowhead mining camp for Red Jacket and the Rossland mining camp at Deer Park as well as outlining a 12-kilometre-long carbonatite-style rare earth system at Revel that remains undrilled.
Mexico
Cecilia Gold Project Riverside reported positive results from the Q4 2024 drill program at Cecilia, which tested multiple targets. These holes provided geologic context and allow for the next phase of exploration work at the: San Jose vein system, East Target, Mayra Vein and South Mesa Fault among other targets. Most of the targets drilled in 2025 returned encouraging geological and gold indicators, confirming a large, low-sulphidation epithermal system.
The 2025 work focused on integrating structural, geochemical and geophysical data to better understand the scale and orientation of mineralization and expanded the targets setting the project up for the next exploration work.
Union Project – Questcorp Option & First-Year Work Riverside executed a definitive option agreement with Questcorp Mining (QQQ.CSE) on the 2,520-hectare Union Project in Sonora. The agreement provides for up to C$5.5 million in exploration expenditures and a staged path for Questcorp to earn in, while Riverside retains a royalty and became a shareholder of Questcorp. Under the terms of the agreement, Riverside will act as the exploration Operator for the project.
Questcorp issued 6,285,722 shares to Riverside (9.9% of Questcorp) and made cash payments. Following this, Riverside’s Mexico-based team began pre-drilling preparations, including contractor selection and geophysics to refine drill targets in the CRD-porphyry system. In late 2025, Riverside and Questcorp completed a partner-funded Phase 1 drill campaign of 12 holes totaling over 1,600 metres at Union, with assays pending for the first quarter of 2026.
Other Mexican Assets and Royalties The Company continued to advance its broader Mexican portfolio, including Cuarentas (drill permitted), Valle and the Ariel porphyry copper prospects, maintaining optionality for future joint ventures, sales or additional royalties.
Riverside’s royalty portfolio remained an important part of the value proposition, including the 2% NSR on the Tajitos Gold Project operated by Fresnillo and the 2% NSR on Arizona Metals’ Sugarloaf Peak gold project in Arizona, both of which continued to see operator-led technical and evaluation work through 2025.
Corporate & Financial
On December 1, 2025, Riverside closed a C$3.7 million non-brokered private placement with long-term strategic investors which included Rick Rule, Sprott Wealth Management and Metallum. The 18,460,000 units included half-warrants exercisable at C$0.30 for two years, adding potential future capital while keeping the structure straightforward. Following the financing, Riverside has 93 million shares outstanding and no debt, providing flexibility for 2026 programs and transactions.
Qualified Person & QA/QC The scientific and technical information contained in this news release has been reviewed and approved by Freeman Smith, P.Geo, a non-independent qualified person to Riverside Resources, who is responsible for ensuring that the geologic and technical information provided in this news release is accurate and who acts as a “qualified person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
About Riverside Resources Inc. Riverside is a well-funded exploration company driven by value generation and discovery. The Company has a solid balance sheet with no debt and tight share structure with a strong portfolio of gold-silver, copper and REE assets and royalties in North America. Further information about Riverside is available on the Company’s website at www.rivres.com.
ON BEHALF OF THE BOARD OF RIVERSIDE RESOURCES INC.
“John-Mark Staude”
Dr. John-Mark Staude, President & CEO
For additional information contact:
John-Mark Staude President, CEO Riverside Resources Inc. info@rivres.com Phone: (778) 327-6671 Fax: (778) 327-6675 Web: www.rivres.com
Eric Negraeff Investor Relations Riverside Resources Inc. Eric@rivres.com Phone: (778) 327-6671 TF: (877) RIV-RES1 Web: www.rivres.com
Certain statements in this press release contain forward-looking information. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking information. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management’s assumptions may not be correct and that actual results may differ materially from such forward-looking statements. These statements can be identified by the use of forward-looking terminology (e.g., “expect”,” estimates”, “intends”, “anticipates”, “believes”, “plans”). Forward-looking statements contained in this press release may include, but are not limited to, use of proceeds, obtaining regulatory approval for the Offering and future business plans of the Company. Such information involves known and unknown risks, including the receipt of regulatory approval, the results of future financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.Except as required by applicable securities laws and regulation, Riverside disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Vancouver, British Columbia–(Newsfile Corp. – November 24, 2025) – Elemental Royalty Corporation (TSXV: ELE) (Nasdaq: ELE) (“Elemental” or the “Company“) is pleased to announce that its common shares will commence trading on the Nasdaq Capital Market (“Nasdaq“) at market open tomorrow under the ticker symbol “ELE”. Elemental’s common shares will continue to trade on the TSX Venture Exchange under the ticker symbol “ELE”.
David M. Cole, Chief Executive Officer of Elemental, commented: “We are delighted that Elemental shares have been approved for trading on Nasdaq, an important milestone for our newly merged company. This listing will allow our shareholders to trade more easily and provide exposure to a significantly broader base of institutional and retail investors. We expect this listing to enhance trading liquidity, increase coverage from U.S. investment banks, and create opportunities for potential index inclusion.”
Concurrent with the commencement of trading on Nasdaq, Elemental’s common shares will cease to be quoted on the OTCQX Best Market. Shareholders are not required to take any action; however, shareholders who purchased shares on OTCQX are encouraged to monitor their brokerage accounts to ensure holdings are correctly reflected in respect of the Nasdaq listing.
The listing does not involve any concurrent financing, and no new shares were issued.
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 “ELE”.
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
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 include, but are not limited to, statements with respect to the expected benefits of the Nasdaq listing, the Company’s ability to execute its growth strategy, future revenue and cash-flow profile, and the acquisition of additional royalties and streams. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies.
Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Elemental to control or predict, that may cause Elemental’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 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’s 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 for the year ended December 31, 2024. Elemental undertakes no obligation to update forward-looking statements and information except as required by applicable law. Such forward-looking statements and information represents 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.
Edmonton, Alberta–(Newsfile Corp. – November 25, 2025) – Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) (“Grizzly” or the “Company”) is pleased to announce a private placement offering of Units and FT Units for gross proceeds of up to $1 Million if fully subscribed (the “Offering”).
Private Placement Offering
The Offering consists of up to 8,333,333 Units and up to 25,000,000 of any combination of Units and FT Units, each priced at $0.03 per Unit or FT Unit. Each Unit shall consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant entitling the warrant holder to purchase an additional Common Share for $0.05 and expiring on the earlier of a) 30 days following written notice by the Company to the warrant holder that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than CA$0.10 per Common Share for 10 consecutive trading days; and (b) 24 months from the date of issuance (“Warrant”). Each FT Unit shall consist of one Common Share and one half of one Warrant, each of which shall be issued as a “flow through share” for the purposes of the Income Tax Act (Canada). The Offering is being offered to qualified subscribers in the Provinces of Alberta, British Columbia and Ontario and in other jurisdictions as the Company may in its discretion determine, in reliance upon exemptions from the registration and prospectus requirements of applicable securities legislation.
The Company intends to use the proceeds of the Offering, if fully subscribed with the maximum of 25,000,000 in FT Units and 8,333,333 Units, as follows:
Mineral Property Exploration
$
750,000
Mineral Rights and Exploration Permits
35,000
Working capital
Outstanding management fees to Officers
$
32,000
Other accounts payable
47,000
79,000
Corporate Overhead
Management fees to Officers
$
24,000
(Approx. 4 months)
Other Corporate Overhead
112,000
136,000
Maximum proceeds
$
1,000,000
There is no minimum to the Offering. If the Company closes on less than the maximum proceeds, or if the proportion of Units and FT Units differs from the above, the use of proceeds will be adjusted.
In connection with the Offering, the Company may pay finders fees payable in any combination of cash, Units, and Warrants to registered broker dealers, limited market dealers or arm’s length persons in accordance with the policies of the TSX Venture Exchange (the “Exchange”) and applicable securities legislation and regulations. The Common Shares and any Common Shares issued on exercise of the Warrants are subject to restrictions on trading until four months and one day from the date of issuance in accordance with the policies of the Exchange.
The Offering is subject to acceptance of the TSX Venture Exchange.
ABOUT GRIZZLY DISCOVERIES INC.
Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of precious and base metals properties in southeastern British Columbia. Grizzly is run by highly experienced junior resource sector management team, who have a track record of advancing exploration projects from early exploration stage through to feasibility stage.
On behalf of the Board,
GRIZZLY DISCOVERIES INC. Brian Testo, CEO, President
Suite 363-9768 170 Street NW Edmonton, Alberta T5T 5L4
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution concerning forward-looking information
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as “may,” “will,” “should,” “anticipate,” “plan,” “expect,” “believe,” “estimate,” “intend” and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Grizzly in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Grizzly’s actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management’s Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedarplus.ca. Grizzly disclaims any obligation to update or revise any forward-looking information or statements except as may be required by law.
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
From defense-backed breakthroughs to scalable commercial launches, General Hypersonics is pioneering affordable, reusable hypersonics and next-generation space flight.
SPOKANE, WA AND AUSTIN, TX / ACCESS Newswire / September 22, 2025 / HyperSciences, Inc., dba General Hypersonics Corp. (General Hypersonics), today announced a world-first achievement under its U.S. Department of Defense (DoD) Phase II Small Business Innovation Research (SBIR) contract. This small business technology company is setting world records with a new rocketless launch platform. It successfully completed horizontal flight tests exceeding Mach 3 carrying electronic payloads and demonstrating groundbreaking payload separation capabilities from its horizontal ram accelerator, a novel tube-launch system, the Hypersonic Accelerator for Versatile Operational Kinetics (HAVOK). This breakthrough marks a critical step toward commercializing its reusable, low-cost hypersonic long-range and suborbital launch platform for defense and space missions.
The current DoD contract builds on a successful NASA Phase I effort that demonstrated the scalability of General Hypersonics launch platform for larger payloads. Purpose-built for aerospace applications, the HAVOK system’s unique capabilities were advanced through industrial drilling and tunneling research and development, where thousands of high impact launches validated its performance, precision, scalability, and affordability. Recent demonstrations confirm the company is on track to deliver rocketless, responsive, high-cadence suborbital access in 2026, with orbital launches targeted the following year.
World-First Ram Accelerator Achievements by General Hypersonics
Turnkey Hot-Fire of Ram Accelerator: First successful hot-fire of a ram accelerator tube, originally adapted for industrial drilling and then refined for space launch.
Ram Start with Heaviest Projectile Ever Accelerated: Achieved ignition and sustained flight with the highest mass for this scale projectile ever successfully ram-accelerated, demonstrating full-flight scalability with highest-density ram acceleration.
First Payload-Carrying Flight Through Ram Accelerator: Flew onboard electronics at hypersonic speeds above Mach 3.
Clean Separation of “Space Dart”: Demonstrated first ever smooth, mid-flight separation of a “Space Dart” payload within the launch tube-demonstrating feasibility to deploy hypersonic payloads, testing, targets, drones, and other payloads using a novel precision sabot system.
Technology Background and Significance
The ram accelerator is a rocketless propulsion platform that uses clean gases to accelerate payloads to hypersonic speeds. First conceived at the University of Washington, it was adapted by General Hypersonics for deep-earth industrial drilling and tunneling utilizing high speed impact. Validated through thousands of industrial field tests, the company has now refined the system for defense and space launches. Recent “hot-fire” field tests at the company’s hypersonic test-bed facility demonstrate its potential as a reusable, scalable, and cost-effective launch solution.
Advancing Toward Suborbital and Orbital Readiness
General Hypersonics’ Mach 5+ Space Dart demonstration, scheduled for Q4 2025, will advance its reusable system toward space readiness. In 2026, the company plans more world-first demonstrations: launching payloads from the HAVOK tube-launch system to the Kármán line (100 km) and repeating suborbital deliveries to validate affordability, reusability, and high-frequency launch capability – without a first-stage rocket.
“This disruptive propulsion technology can launch space and defense missions from land or sea,” said Mark Russell, CEO and Founder. “These results confirm our system’s scalability for both space and national security missions while opening doors to an entirely new class of hypersonic and space applications – at dramatically lower cost and faster launch rates. We intend to create a little ‘HAVOK’ as competitors try to keep up!“
General Hypersonics is creating a new way to reach space – affordable, frequent launches set to begin serving customers in 2026.
Aligned with the U.S. hypersonic and space strategies and backed by DoD programs, proven milestones, a strong IP base, and a veteran team of aerospace experts, General Hypersonics invites select partners and investors to help drive the future of next-generation, affordable, and high-frequency launch solutions. For details, contact: info@hypersciences.com
Media & Investor Contact
HyperSciences (dba General Hypersonics) 2311 E Main Ave, Ste 200, Spokane, WA 99202 (509) 443-5746 info@hypersciences.com
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.
