ELE · Elemental Royalty Corporation Common Stock

Elemental Royalty Corporation announced a definitive agreement to acquire Vizsla Royalties Corp. in a transaction valued at approximately C$327 million (US$239 million). The acquisition provides Elemental with a 2.0%-3.5% net smelter returns (NSR) royalty on the Panuco silver-gold project in Mexico, which is one of the top five primary silver assets globally by production. The Panuco project, operated by Vizsla Silver Corp., is fully financed for construction with first silver expected in the second half of 2027. The 2025 feasibility study indicates average annual production of 17.4 million silver-equivalent ounces over an initial 9.4-year mine life, with over 20 million ounces annually in the first five years. The royalty is uncapped with no buy-backs or step-downs, providing long-term exposure. Vizsla Royalties shareholders have the option to receive 0.15 Elemental shares, C$4.13 in cash, or a combination, subject to a maximum cash consideration of C$82 million. The transaction is supported by voting support agreements from approximately 23% of Vizsla Royalties shares. Upon completion, existing Elemental shareholders are expected to own approximately 89% of the combined company on a basic basis (assuming full cash proration), while former Vizsla Royalties shareholders would own approximately 11%. The deal is subject to shareholder, regulatory, and court approvals, with a termination fee of approximately C$12 million. This acquisition strengthens Elemental's portfolio with a cornerstone development asset, adding significant silver and gold exposure and enhancing its growth profile.