Elemental Royalties Corp. (Formerly Fengro Industries Corp.) Completes Business Combination
Elemental Royalties Corp | 880 - 580 Hornby Street | Vancouver | BC V6C 3B6 | Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ELEMENTAL ROYALTIES CORP. (FORMERLY FENGRO INDUSTRIES CORP.) COMPLETES BUSINESS
COMBINATION
July 28, 2020 – Vancouver, BC: Elemental Royalties Corp. (“ Elemental”) (formerly Fengro Industries Corp.
(“Fengro”)) (TSX-V: ELE) is pleased to announce the closing of its previously announced business combination
resulting in the reverse takeover of Fengro by Elemental Royalties Limited (the “Transaction”).
The Transaction
Effective July 27, 2020, as a condition to the completion o f the Transaction, Fengro changed its name to
“Elemental Royalties Corp.” and consolidated its share capital (the “ Consolidation”) on the basis of 209 (old)
common shares for 1 (new) common share. Immediately following the Consolidation, Fengro had an aggregate
of 753,706 common shares outstanding.
Pursuant to the terms of the Transaction all outstanding securities of Elemental Royalties Limited, a British Virgin
Island company, were exchanged (the “ Share Exchange”) for post-Consolidation securities of Elemental on a
4.8114 for 1 basis, resulting in 22,664,788 Elemental common shares being issued to former shareholders of
Elemental Royalties Limited. Further details regarding the Transaction can be found in the Filing Statement (the
“Filing Statement”) dated July 15, 2020 and filed under Elemental’s profile on SEDAR at www.sedar.com.
The parties to the Transaction have made their final submission to the TSX Venture Exchange (the “Exchange”)
in connection with the Exchange’s issuance of its listing bulletin.
It is anticipated that the common shares of Elemental will commence trading on the TSXV under the ticker
symbol “ELE” on July 30, 2020.
Subscription Receipt Financing
As previously announced June 10, 2020, Fengro and 1249739 B.C. Ltd., a wholly -owned British Columbia
subsidiary of Elemental Royalties Limited (“ERL Finco”), completed a brokered subscription receipt financing in
connection with the Transaction for combine d aggregate gross proceeds of $23,969,029.50 (the “ Offering”).
Canaccord Genuity Corp., acted as lead agent and sole bookrunner, together with Haywood Securities Inc. and
Sprott Capital Partners LP.
Pursuant to the Offering, ERL Finco issued 17,713,615 subscription receipts (“ERL Finco Subscription Receipts”)
and Fengro issued 724,100 subscription receipts (each, a “ Fengro Subscription Receipt ”). Following the
satisfaction today of the escrow release conditions, each of the ERL Finco Subscription Receipts and the Fengro
Subscription Receipts automatically converted, on a 1 for 1 basis, into post- Consolidation common shares of
Elemental. The common shares of Elemental issued upon conversion of the Fengr o Subscription Receipts are
subject to the remaining balance of the statutory four month hold period, ending October 11, 2020. Proceeds
of the Offering have been released from escrow. Following the completion of the Share Exchange and the
conversion of th e ERL Finco Subscription Receipts and Fengro Subscription Receipts, 41,856,209 post-
Consolidation common shares of Elemental are issued and outstanding.
Escrowed Shares
On completion of the Transaction, certain principals of Elemental have entered into a T ier 1 Value Escrow
Agreement with the Exchange and Computershare Trust Company of Canada, as escrow agent, in respect of
8,883,783 Elemental common shares and 2,760,109 performance share units. Under the terms of the Escrow
Agreement, 25% of such escrowed securities were released upon closing with subsequent 25% releases
occurring 6, 12, and 18 months from closing.
Board of Directors and Executive Management
Each of the directors and officers of Fengro resigned their positions concurrent with the completion of the
Transaction and the following individuals were appointed as directors and officers of Elemental:
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Elemental Royalties Corp | 880 - 580 Hornby Street | Vancouver | BC V6C 3B6 | Canada
Frederick Bell - Chief Executive Officer and Director
Peter Williams - Director
Martin Turenne - Director
John Robins - Director
Matt Anderson - Chief Financial Officer
Greg Owen - Vice President, Operations
Richard Evans - Senior Vice President, Technical
Auditors
Concurrent with the closing of the Transaction, PricewaterhouseCoopers LLP has been appointed auditors of
Elemental.
Additional Information for Shareholders
Elemental’s transfer agent, Computershare Trust Company of Canada (“Computershare”), will be mailing Direct
Registration System statements to all former Elemental Royalties Limited shareholders (other tha n for those
that are required to be in certificated form) setting out each holder’s shareholdings. The ISIN number for
Elemental common shares is CA28619L1076.
Former holders of pre-Consolidation common shares of Fengro will be receiving by mail, from Computershare,
a letter of transmittal with instructions on how to remit your former Fengro common shares for post-
Consolidation Elemental common shares.
For further information, please refer to the Filing Statement posted to Elemental’s issuer profile on SEDA R at
www.sedar.com, as well as the press releases dated November 5, 2019, April 30, 2020, May 21, 2020, June 8,
2020, June 10, 2020 and July 17, 2020.
About Elemental
Elemental is a precious metals royalty company with a portfolio of producing and exploration assets spanning
Burkina Faso, Chile, Mexico, Kenya and Western Australia.
On behalf of Elemental Royalties Corp.
Frederick Bell
For more information contact:
T: +44 (0)203 983 7040
Disclaimer
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the
Transaction, any information released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Elemental should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the Transaction or the Offering and has neither approved
nor disapproved the contents of this news release.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies
of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any
jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent
registration or an applicable exemption from the registration requirements of the United States Securities Act of
1933, as amended, and applicable state securities laws.
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Elemental Royalties Corp | 880 - 580 Hornby Street | Vancouver | BC V6C 3B6 | Canada
Forward-Looking Statements
This press release may contain certain forward- looking information and statements (“forward- looking
information”) within the meaning of applicable Canadian securities legislation, that are not based on historical
fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expec ts", "continue", "estimate", "forecasts" and other similar expressions. Readers are
cautioned to not place undue reliance on forward- looking information. Actual results and developments may
differ materially from those contemplated by these statements. Elemental undertakes no obligation to comment
analyses, expectations or statements made by third-parties in respect of Elemental, its securities, or financial or
operating results (as applicable). Although Elemental believes that the expectations reflected in forward-looking
information in this press release are reasonable, such forward- looking information has been based on
expectations, factors and assumptions concerning future events which may prove to be inaccurate and are
subject to numerous risks and uncertainties, certain of which are beyond Elemental’s control, including the risk
factors discussed in the Filing Statement which are incorporated herein by reference and are available through
SEDAR at www.sedar.com. The forward- looking information contained in this press release are expressly
qualified by this cautionary statement and are made as of the date hereof. Elemental disclaims any intention and
has no obligation or responsibility, except as required by law, to update or revise any forward- looking
information, whether as a result of new information, future events or otherwise.
Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to
rounding pursuant to the process of completing the Consolidation and the exchange of Elemental Royalties
Limited securities for post-Consolidation common shares.