Elemental Royalty Completes the Acquisition of Vizsla Royalties and Its 2-3.5% NSR Royalties on the Panuco Project
Elemental Royalty Completes the Acquisition
of Vizsla Royalties and Its 2-3.5% NSR
Royalties on the Panuco Project
Denver, Colorado and Vancouver, British Columbia--(Newsfile Corp. - September 15, 2026) - Elemental
Royalty Corporation (NASDAQ: ELE) (TSX: ELE) ("
Elemental
") and Vizsla Royalties Corp. (TSXV:
VROY) (OTCQX: VROY) ("
Vizsla Royalties
" and, together with Elemental, the "
Companies
") jointly
announce that Elemental has completed its previously announced acquisition of all of the issued and
outstanding common shares of Vizsla Royalties by way of a court-approved plan of arrangement under
the
Business Corporations Act
(British Columbia) (the "
Transaction
").
Through the Transaction, Elemental has acquired Vizsla Royalties' 2.0% to 3.5% net smelter returns
royalties (the "
Panuco Royalties
") on Vizsla Silver Corp.'s Panuco silver-gold project in Mexico. The
Panuco Royalties are life-of-mine interests with no caps, buybacks or step-downs and cover the entire
existing resources at Panuco.
Elemental Chief Executive Officer, David M. Cole, commented:
"Closing the acquisition of Vizsla
Royalties is another major step in Elemental's growth and adds one of the sector's most compelling
development royalties to our portfolio. The Panuco Royalties provide uncapped, life-of-mine
exposure to a high-grade, large-scale silver-gold project with a clear path toward production and
significant district-scale exploration potential. We are delighted to welcome former Vizsla Royalties
shareholders to Elemental and look forward to partnering with the Vizsla Silver team as it advances
Panuco and continues to unlock the broader district."
Transaction
Under the terms of the Transaction, Vizsla Royalties shareholders were entitled to elect to receive, for
each Vizsla Royalties common share, C$4.13 in cash, 0.15 of an Elemental common share, or a
combination of cash and Elemental common shares, subject to rounding and proration based on a
maximum aggregate cash consideration of approximately C$82 million.
Following the elections and proration, Elemental paid aggregate cash consideration of approximately
C$82 million and issued approximately 8,107,478 Elemental common shares to former Vizsla Royalties
shareholders, subject to rounding. Former Vizsla Royalties shareholders now own approximately
11.19% of the outstanding Elemental common shares.
All outstanding options and other securities of Vizsla Royalties were treated in accordance with the plan
of arrangement. The Elemental common shares issued in the Transaction were issued in reliance on the
exemption from the registration requirements of the United States Securities Act of 1933, as amended,
provided by Section 3(a)(10) thereof.
Next Steps
The Vizsla Royalties common shares are expected to be delisted from the TSX Venture Exchange on or
about the close of business on September 16, 2026 and to cease to be quoted on the OTCQX. Vizsla
Royalties will also apply to the Canadian securities regulators to cease to be a reporting issuer in the
applicable jurisdictions immediately following the delisting.
Further details of the Transaction are set out in the Arrangement Agreement dated May 13, 2026, and
the management information circular of Vizsla Royalties dated June 9, 2026 prepared in connection with
the Transaction, each of which is available under Vizsla Royalties' profile on SEDAR+ at
www.sedarplus.ca
.
Early Warning Disclosure
Prior to the Transaction, Elemental held nil common shares of Vizsla Royalties. Following the completion
of the Transaction, Elemental holds all of the issued and outstanding common shares of Vizsla Royalties.
An early warning report will be filed by Elemental under Vizsla Royalties' profile on SEDAR+ at
www.sedarplus.ca
in accordance with applicable Canadian securities laws. To obtain a copy of the early
warning report, please contact the Corporate Secretary of Elemental at 604-688-6390 or
. Elemental's registered office is located at 905 - 815 West Hastings Street,
Vancouver, British Columbia, V6C 1B4.
Financial Advisors and Legal Counsel
Scotiabank acted as financial advisor to Elemental.
Bennett Jones LLP acted as legal counsel to Elemental.
GenCap Mining Advisory Ltd. acted as financial advisor to Vizsla Royalties and Canaccord Genuity
Corp. acted as financial advisor to the Vizsla Royalties special committee.
Cassels Brock & Blackwell LLP acted as legal counsel to Vizsla Royalties. Blake, Cassels & Graydon
LLP acted as legal counsel to the Vizsla Royalties special committee.
For further information contact:
David M. Cole
CEO
Tara Vivian-Neal
Investor Relations
www.elementalroyalty.com
Phone: +1 (604) 688-6390
(NASDAQ: ELE) (TSX: ELE) (ISIN: CA28620K1066) (CUSIP: 28620K106)
About Elemental Royalty Corporation
Elemental is a new mid-tier, gold-focused streaming and royalty company with a globally diversified
portfolio of 18 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' 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 trades on Nasdaq and on the Toronto Stock Exchange under the ticker symbol "ELE".
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain "forward-looking statements" and certain "forward-looking
information" within the meaning of applicable Canadian and United States securities laws (collectively,
"forward-looking statements"). Forward-looking statements in this news release include, but are not
limited to, statements regarding the expected benefits of the Transaction; the expected significance of
the Panuco Royalties to Elemental's portfolio; the development, production potential, growth and
exploration prospectivity of the Panuco project; the integration of Vizsla Royalties and its assets into
Elemental; the timing of the cessation of trading and delisting of the Vizsla Royalties common shares;
and Vizsla Royalties ceasing to be a reporting issuer.
Forward-looking statements can generally be identified by the use of forward-looking terminology such
as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plan",
"potential" or similar terminology. Forward-looking statements are based on the Companies' current
expectations, estimates, projections and assumptions, including assumptions regarding the ongoing
operation and development of the properties in which Elemental holds royalty or other interests, the
accuracy of public statements and disclosure by the owners and operators of those properties, current
and future market conditions and Elemental's ability to execute its business strategy.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements to differ materially from those expressed or
implied. These include the ability to integrate the assets acquired in the Transaction and realize the
anticipated benefits; the absence of control over mining operations from which Elemental receives
royalties; risks related to international operations, government relations and environmental regulation;
delays in exploration, permitting, development or production; geological, metallurgical and technical
risks; commodity price and currency fluctuations; title matters; competition; the availability and cost of
financing; and the other risks described in Elemental's and Vizsla Royalties' most recent annual
information forms and management's discussion and analysis filed under their respective profiles on
SEDAR+ at
www.sedarplus.ca
and, in Elemental's case, on EDGAR at
www.sec.gov
.
Although the Companies believe the assumptions and expectations reflected in the forward-looking
statements are reasonable, there can be no assurance that they will prove to be correct. Readers should
not place undue reliance on forward-looking statements. Forward-looking statements speak only as of
the date of this news release, and the Companies undertake no obligation to update or revise them
except as required by applicable law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/314367