Elemental Altus and Emx Announce Completion of Merger
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Elemental Altus Royalties Corp. | 1020 – 800 West Pender| Vancouver, BC | V6C 2V6 | Canada
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ELEMENTAL ALTUS AND EMX ANNOUNCE COMPLETION OF MERGER
November 13, 2025 – Vancouver, BC: Elemental Altus Royalties Corp. (“Elemental Altus”) (TSX-V:
ELE, OTCQX: ELEMF) and EMX Royalty Corporation (“ EMX”, and together with Elemental Altus,
the “ Companies”) (NYSE American: EMX, TSX -V: EMX) announced today the closing of the
previously announced merger of the Companies by way of a court -approved statutory plan of
arrangement pursuant to the Business Corporations Act (British Columbia) (the " Transaction")
following securityholder approval of EMX’s shareholders and optionholders , Elemental Altus
shareholder approval for connected matters (as respectively announced on November 4, 2025) ,
and court-approval of the Transaction (as announced by EMX on November 10, 2025).
In connection with the Transaction, Elemental Altus will file today a name change application to
change its name to “Elemental Royalty Corporation”. It is anticipated that that the common shares
of Elemental Royalty Corporation will commence trading on the TSX Venture Exchange (the “TSX-
V”) under the new CUSIP (28620K106 ) and ISIN (CA28620K1066) on November 14, 2025 under
the ticker symbol "ELE" and on the OTCQX Best Market under the ticker symbol “ELEMF”.
Additionally, Elemental Altus is pleased to announce the closing of the previously announced
private placement financing with Tether Investments S.A. de C.V. (“ Tether”) pursuant to which
Tether has purchased 7,502,502 common shares of Elemental Altus at a price of C$18.38
(US$13.33) per common share for aggregate gross proceeds of approximately US$100 million (the
“Tether Financing”).
In connection with the closing of the Transaction, David Cole has been appointed CEO of Elemental
Altus, Frederick Bell has been appointed President and Chief Operating Officer of Elemental Altus,
Stefan Wenger has been appointed Chief Financial Officer of Elemental Altus, and David Baker has
been appointed Chief Investment Officer.
David Cole commented: “At EMX, we have always believed that a diverse portfolio of mineral rights
and royalties offers shareholders a powerful way to access both commodity price upside and exploration-
driven growth. The completion of the EMX and Elemental Altus merger brings together our aligned
commitment to value -accretive growth and strengthens our collective platform . With enhanced scale,
broader diversification, and a stronger growth profile, and we believe that our combined entity delivers
exposure to cornerstone current and future revenue- generating assets across the entire development
pipeline and commodity spectrum. We look forward to creating further value for shareholders as we
advance this next chapter together.”
Frederick Bell commented: “The completion of the merger of Elemental Altus and EMX marks a
watershed moment for our new company, Elemental Royalty Corp oration. Together, we offer investors
access to a peer -leading, revenue-generating royalty company, with a gold -focused, globally diversified
portfolio of producing, near- term development , and exploration stage assets. We look forward to
continuing to build on this exceptionally strong foundation as we assess new opportunities for further
growth.”
The EMX common shares are expected to be delisted from the T SX-V at market close today and
the NYSE American within one to two business days following the date hereof. EMX has also
applied to the Canadian securities regulators for EMX to cease to be a reporting issuer in the
applicable jurisdictions, and will deregister the common shares of EMX under the U.S. Securities
Exchange Act of 1934, as amended.
Further details of the Transaction and the Tether Financing are set out in EMX 's Management
Information Circular dated September 29 , 2025 and Elemental Altus’ Management Information
Circular dated September 29 , 2025 and the related continuous disclosure documents of the
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Elemental Altus Royalties Corp. | 1020 – 800 West Pender| Vancouver, BC | V6C 2V6 | Canada
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Companies, which are available under the ir respective profiles on SEDAR+ at www.sedarplus.ca,
and, for EMX, on Edgar Next at www.sec.gov.
The Transaction was structured so as to permit the parties to rely on the exemption from the
registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section
3(a)(10) thereof, together with applicable exemptions from U.S. state securities laws, in connection
with the securities issued by Elemental Altus.
U.S. Listing
Elemental Altus has filed an application to list its common shares on Nasdaq Stock Market
(“Nasdaq”) under the ticker symbol “ELE”. Due to the U.S. federal government shutdown, which
presently includes the U.S. Securities and Exchange Commission (“ SEC”), Nasdaq has advised that
it cannot further advance Elemental Altus’ listing application until such time as the SEC reopens to
complete its review. It is expected that approval of Elemental Altus’ listing application should be
forthcoming following the end of the government shutdown and reopening of the SEC.
Tether Financing
The common shares issued to Tether pursuant to the Tether Financing are subject to a statutory
hold period expiring on March 14, 2026 . No finder’s fees or commission were paid in connection
with the Tether Financing.
The net proceeds of the Tether Financing are expected to be used to partially fund the purchase
prices of two previously announced royalty acquisitions by Elemental Altus (being Laverton, in
Western Australia and Dugbe, in Liberia) or , if such royalty acquisitions are paid using Elemental
Altus’ credit facility, to repay in full such facility to ensure the combined company remains entirely
unleveraged and maintains sufficient capital for the combined entity, to pay off in full EMX’s credit
facility, to pay tax withholdings relating to certain of EMX’s equity incentive securities under the
Transaction and fund other transaction expenses of the Transaction, and to provide capital for the
activities of the combined company.
The Tether Financing is a related party transaction under Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 of the
TSX-V. 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 approv al requirements set forth in Part 8 of MI 61 -101 and
TSX-V Policy 5.9 The formal valuation requirement under MI 61-101 does not apply to the Tether
Financing as Elemental Altus has relied on the exemption therefrom contained at section 5.5(b) of
MI 61-101.
Additional Information Required by Early Warning Reporting Requirements
Pursuant to the Transaction, Elemental Altus, indirectly by way of amalgamation of EMX and
1554829 B.C. Ltd. (a wholly owned subsidiary of Elemental Altus) acquired a total of 111,625,098
common shares of EMX, representing 100% of the issued and outstanding EMX common shares.
Prior to the Transaction, Elemental Altus did not own any common shares of EMX. Each EMX
common share was exchanged for 0.2822 common shares of Elemental Altus. In th e aggregate,
Elemental Altus issued to former holders of EMX common shares 31,500,450 Elemental Altus
common shares. The purpose of the Transaction was to enable Elemental Altus to indirectly acquire
all of the issued and outstanding EMX shares and create a go -forward combined company. EMX
will file a notice pursuant to Section 4.9 of National Instrument 51 -102 – Continuous Disclosure
Obligations (“NI 51-102”) in connection with the Transaction. To obtain a copy of the Early Warning
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Elemental Altus Royalties Corp. | 1020 – 800 West Pender| Vancouver, BC | V6C 2V6 | Canada
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Report filed in connection with this Transaction, please contact Elemental Altus at the address
below.
David Cole
CEO
For further information, please contact:
Tara Vivian-Neal
Investor Relations
1020 – 800 West Pender St., Vancouver, BC, Canada, V6C 2V6
www.elementalaltus.com
TSX.V: ELE | OTCQX: ELEMF | ISIN: CA28619K1093 | CUSIP: 28619K109
About Elemental Altus Royalty Corp.
Elemental Altus 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 Altus will trade on the TSX Venture Exchange under the ticker “ELE”, and on the OTQCX
Best Market under the ticker symbol “ELEMF”, until the completion of Elemental Altus’ U.S. listing
on Nasdaq.
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.
Cautionary note regarding forward-looking statements
This news release contains “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, (together, “forward -looking statements”), con cerning the
business, operations and financial performance and condition of the Compan ies. Forward -looking
statements include, but are not limited to, statements with respect to completion of the name change
application of Elemental Altus and the date the common shares of Elemental Altus will begin trading
under the new CUSIP and ISIN , delisting of the common shares of EMX from the TSX-V and NYSE
American and the timing thereof, EMX ceasing to become a reporting issuer in Canada, Elemental Altus’
application to list its common shares on the Nasdaq and the timing thereof, the impact of the United
States federal government shutdown on the Nasdaq listing process, the anticipated use of proceeds of
the Tether Financing, the filing by EMX of a notice pursuant to Section 4.9 of NI 51-102; and Elemental
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Elemental Altus Royalties Corp. | 1020 – 800 West Pender| Vancouver, BC | V6C 2V6 | Canada
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Altus’ growth strategy, including its ability to identify and capitalize on new royalty acquisition
opportunities and expand its portfolio. Generally, forward -looking statements can be identified by the
use of forward -looking terminology such as “plans,” “expects” or “does not expect,” “is expected,”
“budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not antic ipate,”
“believes,” “projects” or variations of such words and phrases or state that certain actions, events or
results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved.” Forward -looking
statements are based on the opinions and estimates of management as of the date such statements are
made, and they are subject to known and unknown risks, uncertainties and other 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 ability to successfully integrate the operations, assets, and management teams of Elemental Altus
and EMX following the completion of the Transaction; volatility in the price of gold and other precious
metals, discrepancies between anticipated and actual production by the C ompanies in their portfolio,
risks inherent in the mining industry to which the Companies in their portfolio are subject, regulatory
restrictions, activities by governmental authorities (including changes in taxation), currency fluctuations
that could adversely impact revenues, and the accuracy of the mineral reserves, resources and recoveries
set out in the technical data published by the Companies in their portfolio. Although management of the
Companies have attempted to identify important factors that could cause actual results to differ
materially from those contained in forward -looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. These factors include, but are not limited to,
delays or inability to obtain regulatory approvals, changes in government policies or priorities,
unexpected obstacles in the integration process, and challenges in acquiring or managing new royalty
assets in line with the Companies’ growth strategy. 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 caution readers not to place undue reliance on forward-looking statements, as forward-
looking statements involve significant risks and uncertainties. Forward-looking statements are inherently
uncertain and invo lve assumptions, risks, and contingencies that may or may not materialize. Actual
results and outcomes could vary significantly from those stated or implied. Forward-looking statements
should not be read as guarantees of future performance or results and will not necessarily be accurate
indications of whether or not the times at or by which such performance or results will be achieved. The
Companies do not undertake to update any forward -looking statements except in accordance with
applicable securities laws. Readers are directed to (A) Elemental Altus’ Annual Information Form dated
August 18, 2025, filed under Elemental Altus’ profile on SEDAR+ at www.sedarplus.ca; and (B) 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.