Elemental Altus and Emx to Merge to Create New Mid-Tier GOLD Focused Royalty Company Elemental Royalty Corp.
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
ELEMENTAL ALTUS AND EMX TO MERGE TO CREATE NEW MID-TIER GOLD FOCUSED
ROYALTY COMPANY ELEMENTAL ROYALTY CORP.
September 4, 2025 – Vancouver, BC: Elemental Altus Royalties Corp. (“ Elemental Altus”) (TSX-V: ELE,
OTCQX: ELEMF) and EMX Royalty Corp oration (“EMX”, and together with Elemental Altus, the
“Companies”) (NYSE American: EMX, TSX -V: EMX) are pleased to announce that the Companies have
entered into a definitive arrangement agreement dated September 4, 2025 (the “Arrangement
Agreement”) 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:
o 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;
o 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;
o Strengthened asset portfolio: anchored by four cornerstone royalties with world -class
operators;
o 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:
o Larger, well capitalized entity: with lower cost of capital, positioned to pursue further
accretive royalty opportunities in the market;
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.
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
o 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;
o Increased trading liquidity: combined trading liquidity and expected indexation demand
to help close valuation gap with peers;
• Poised for Future Growth:
o 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;
o Royalty generation business: a unique differentiator offering low cost, organic growth;
o 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
o 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
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
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 S hare 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 basis 6
• 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
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.
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
• 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
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.
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
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.
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
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 St ates 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 E lemental 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
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
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.
Participants may join using the webcast link:
• Audience URL: https://my.demio.com/ref/qKUUovbX1KWgKjoT
The webcast will be archived on both the Elemental Altus and EMX websites until the Transaction closes.
On Behalf of Elemental Altus
Frederick Bell
CEO
Corporate & Media Inquiries:
Tel: +1 604 646 4527
www.elementalaltus.com
TSX.V: ELE | OTCQX: ELEMF | ISIN: CA28619K1093 | CUSIP: 28619K109
On Behalf of EMX
David Cole
CEO
For further information contact:
David M. Cole
President and CEO
Stefan Wenger
Chief Financial Officer
Isabel Belger
Investor Relations
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Elemental Altus Royalties Corp. | 1020 - 800 West Pender Street | Vancouver, BC | V6C 2V6 | Canada
EMX Royalty Corporation | 905 -815 West Hastings Street | Vancouver, BC | V6C 1B4 | Canada
Phone: (303) 973-8585
Phone: (303) 973-8585
Phone: +49 178 4909039
About Elemental Altus
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.
Cautionary note regarding forward-looking statements
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 profile of 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 tim ing 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", "shou ld", "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.