Elemental Royalty Completes the Acquisition of Vizsla Royalties and Its 2-3.5% NSR Royalties on the Panuco Project

The transaction adds uncapped Panuco royalties to Elemental's portfolio while issuing new shares that give former Vizsla investors about 11% ownership.

Rhea-AI Summary

Elemental Royalty (ELE) completed its acquisition of Vizsla Royalties and its 2.0–3.5% NSR royalties on the Panuco project on September 15, 2026.

Through a court‑approved plan of arrangement, Elemental acquired all issued and outstanding Vizsla Royalties shares, gaining uncapped, life‑of‑mine net smelter returns royalties over Vizsla Silver's Panuco silver‑gold project in Mexico. The Panuco royalties have no caps, buybacks or step‑downs and cover the project's entire existing resources. Vizsla shareholders could elect C$4.13 in cash, 0.15 of an Elemental share, or a combination, subject to a maximum aggregate cash consideration of about C$82 million. After elections and proration, Elemental paid approximately C$82 million in cash and issued about 8,107,478 Elemental shares, leaving former Vizsla shareholders owning roughly 11.19% of Elemental. Vizsla Royalties shares are expected to be delisted from the TSX Venture Exchange on or about September 16, 2026 and to cease trading on OTCQX.

Positive

• Acquisition completed of Vizsla Royalties and its 2.0–3.5% NSR Panuco royalties
• Uncapped, life-of-mine royalties on entire existing Panuco resources with no caps, buybacks or step-downs
• Former Vizsla shareholders now hold approximately 11.19% of Elemental, broadening the shareholder base

Negative

• Share dilution: about 8,107,478 new Elemental shares issued to former Vizsla shareholders
• Cash outlay: approximately C$82 million paid as aggregate cash consideration

Market Context

On September 8, ELE rose 0.57% after antitrust clearance for this same acquisition. The current rele...

Analysis

On September 8, ELE rose 0.57% after antitrust clearance for this same acquisition. The current release documents closing, while the pre-headline close stood at $21.10, down 1.54% on September 14.

Key Figures

Panuco royalty rate: 2.0% to 3.5% net smelter returns Cash election: C$4.13 per Vizsla share Share election: 0.15 Elemental share per Vizsla share +4 more

Panuco royalty rate

2.0% to 3.5% net smelter returns

Life-of-mine royalties covering the existing Panuco resources

Cash election

C$4.13 per Vizsla share

Transaction consideration alternative

Share election

0.15 Elemental share per Vizsla share

Transaction consideration alternative

Aggregate cash consideration

C$82 million

Paid following elections and proration

Elemental shares issued

8,107,478 shares

Issued to former Vizsla shareholders

Former shareholder ownership

11.19%

Ownership of outstanding Elemental common shares after closing

Vizsla delisting

September 16, 2026

Expected TSX Venture Exchange delisting date

Previous Acquisition Reports

2 past events · Latest: Sep 08

Same Type 2 events

1. Sep 08

   Antitrust approval

   24h Move

   +0.6%

   Antitrust clearance removed the final regulatory milestone for the same Vizsla acquisition

2. May 14

   Acquisition agreement

   24h Move

   -4.3%

   Agreement established cash, share-election terms and Panuco royalty exposure ahead of closing

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

net smelter returns, plan of arrangement, section 3(a)(10), early warning report

4 terms

net smelter returns financial

"Elemental has acquired Vizsla Royalties' 2.0% to 3.5% net smelter returns royalties"

A net smelter returns (NSR) royalty is a payment to a rights holder equal to a fixed percentage of the money received from selling mined metals after they have been processed and sold by a smelter or refiner, with standard processing costs deducted. Think of it like a landlord taking a percentage of a tenant’s rent after utilities are paid; for investors, an NSR affects a mine owner’s cash flow, project value, and the amount of profit available to shareholders because it reduces revenue from mineral sales.

plan of arrangement regulatory

"by way of a court-approved plan of arrangement under the Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

section 3(a)(10) regulatory

"exemption from the registration requirements of the United States Securities Act"

A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.

early warning report regulatory

"An early warning report will be filed by Elemental under Vizsla Royalties' profile"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 info@elementalroyalty.com. 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	info@elementalroyalty.com
CEO
Tara Vivian-Neal	investor@elementalroyalty.com
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/314356

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consideration did Vizsla Royalties shareholders receive in the Elemental acquisition?

Vizsla Royalties shareholders were entitled to elect, for each Vizsla share, either C$4.13 in cash, 0.15 of an Elemental common share, or a combination of cash and Elemental shares. These elections were subject to rounding and proration, based on a maximum aggregate cash consideration of approximately C$82 million.

How many Elemental shares were issued in the transaction and what ownership stake do former Vizsla shareholders hold?

Following elections and proration, Elemental issued approximately 8,107,478 Elemental common shares to former Vizsla Royalties shareholders. These shareholders now own about 11.19% of the outstanding Elemental common shares.

What will happen to Vizsla Royalties' stock listings after the acquisition?

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 Canadian securities regulators to cease to be a reporting issuer in the applicable jurisdictions immediately following the delisting.

Where can investors find more detailed documentation on the transaction terms?

Further details are provided in the Arrangement Agreement dated May 13, 2026 and the management information circular of Vizsla Royalties dated June 9, 2026, both available under Vizsla Royalties' profile on SEDAR+ at www.sedarplus.ca.

How is Elemental disclosing its post-transaction ownership of Vizsla Royalties under Canadian securities laws?

Prior to the transaction, Elemental held no Vizsla Royalties shares. After completion, Elemental holds all issued and outstanding Vizsla Royalties common shares. An early warning report will be filed under Vizsla Royalties' SEDAR+ profile, and a copy can be obtained by contacting Elemental's Corporate Secretary at the phone number or email provided.