06:00:17 EST Sat 07 Feb 2026
Enter Symbol
or Name
USA
CA



EMX Royalty Corp
Symbol EMX
Shares Issued 109,971,385
Close 2025-11-12 C$ 5.70
Market Cap C$ 626,836,895
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Elemental Altus, EMX Royalty close merger

2025-11-13 14:30 ET - News Release

See News Release (C-ELE) Elemental Altus Royalties Corp (2)

Mr. David Cole of Elemental reports

ELEMENTAL ALTUS AND EMX ANNOUNCE COMPLETION OF MERGER

Elemental Altus Royalties Corp. and EMX Royalty Corp. have closed 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) following securityholder approval of EMX's shareholders and optionholders, Elemental Altus shareholder approval for connected matters (as respectively announced on Nov. 4, 2025), and court approval of the transaction (as announced by EMX on Nov. 10, 2025).

In connection with the transaction, Elemental Altus will file today a name change application to change its name to Elemental Royalty Corp. It is anticipated that the common shares of Elemental Royalty will commence trading on the TSX Venture Exchange under the new Cusip number (28620K106) and ISIN (international securities identification number) (CA28620K1066) on Nov. 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 SA de CV, pursuant to which Tether has purchased 7,502,502 common shares of Elemental Altus at a price of $18.38 ($13.33 (U.S.)) per common share for aggregate gross proceeds of approximately $100-million (U.S.).

In connection with the closing of the transaction, David Cole has been appointed chief executive officer 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.

Mr. 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."

Mr. Bell commented: "The completion of the merger of Elemental Altus and EMX marks a watershed moment for our new company, Elemental Royalty Corp. 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 TSX-V at market close today and the NYSE American exchange 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 Sept. 29, 2025, and Elemental Altus's management information circular dated Sept. 29, 2025, and the related continuous disclosure documents of the companies, which are available under their respective profiles on SEDAR+ and, for EMX, on EDGAR Next.

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 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's listing application until such time as the SEC reopens to complete its review. It is expected that approval of Elemental Altus's 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 finders' 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 finance 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's 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 finance 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, and Policy 5.9 of the TSX-V. As announced in Elemental Altus's news release dated Nov. 4, 2025, shareholders of Elemental Altus approved, among other things, an ordinary resolution in accordance with the majority of the minority shareholder approval 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 in 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 per cent 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 share of Elemental Altus. In the 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, in connection with the transaction. To obtain a copy of the early warning report filed in connection with this transaction, please contact Elemental Altus.

About Elemental Altus Royalties 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 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-V under the ticker ELE and on the OTQCX Best Market under the ticker symbol ELEMF until the completion of Elemental Altus's U.S. listing on Nasdaq.

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