EMX Receives Court Approval for Arrangement with Elemental Altus

Rhea-AI Summary

EMX (NYSE American: EMX) received a final court order from the Supreme Court of British Columbia approving a plan of arrangement under which Elemental Altus will acquire all issued and outstanding EMX common shares via an amalgamation with an acquireco.

The parties expect the Arrangement to close by mid-November 2025, subject to required approvals and conditions. Elemental Altus has applied to list on Nasdaq (ticker: ELE), but Nasdaq cannot complete its review while the U.S. federal government shutdown and SEC closure continue. Until Nasdaq listing, Elemental Altus shares will trade on TSXV (ELE) and OTCQX (ELEMF).

Following closing, EMX common shares are expected to be de-listed from TSXV, NYSE American, and Frankfurt, and EMX anticipates applying to cease being a reporting issuer under Canadian securities laws.

Positive

• Supreme Court of British Columbia granted final order
• Elemental Altus will acquire all EMX common shares
• Arrangement expected to close by mid-November 2025
• Elemental Altus applied to list on Nasdaq (ELE)

Negative

• Nasdaq listing delayed due to U.S. federal government shutdown and SEC closure
• EMX shares expected to be de-listed from TSXV, NYSE American, and Frankfurt
• EMX anticipates ceasing to be a reporting issuer under Canadian law

Insights

M&A and Capital Markets Analyst

Court approval clears the path for the agreed acquisition and anticipated Nasdaq listing, with closing expected by mid-November 2025.

EMX Royalty Corporation received the Supreme Court of British Columbia final order for the plan of arrangement with Elemental Altus Royalties Corp., which legally enables the amalgamation and acquisition of all EMX common shares. The transaction includes an expected De-Listing of EMX from the TSX Venture, NYSE American and Frankfurt exchanges and a planned Nasdaq listing for Elemental Altus once the U.S. Securities and Exchange Commission reopens.

The primary dependency remains the SEC review and the ongoing U.S. federal government shutdown, which currently prevents Nasdaq from completing the listing process. That delay does not appear to block closing, but it does postpone the Nasdaq listing milestone and public-trading transition; regulatory clearances and any remaining closing conditions must still be satisfied.

Watch for the actual closing by mid-November 2025, confirmation of Nasdaq approval after the SEC reopens, and formal notices of De-Listing and cessation of Canadian reporting status. These items will be the immediate, monitorable milestones that determine when ownership and reporting changes take effect.

Vancouver, British Columbia--(Newsfile Corp. - November 10, 2025) - EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the "Company" or "EMX") is pleased to announce that the Supreme Court of British Columbia has granted the final order in connection with the Company's plan of arrangement (the "Arrangement") with Elemental Altus Royalties Corp. (TSXV: ELE) (OTCQX: ELEMF) ("Elemental Altus") and 1554829 B.C. Ltd. ("Acquireco"), pursuant to which Elemental Altus will, among other things, indirectly through an amalgamation of EMX with Acquireco, acquire all of the issued and outstanding common shares of EMX.

Elemental Altus has filed an application to list its common shares on the Nasdaq Capital Market ("Nasdaq") under the ticker symbol "ELE". Due to the ongoing United States federal government shutdown, which presently includes the U.S. Securities and Exchange Commission ("SEC"), the Nasdaq has advised that it cannot further advance the listing application until such time as the SEC reopens to complete its review. EMX and Elemental Altus currently expect that the Nasdaq approval of Elemental Altus's listing application should be forthcoming following the end of the government shutdown and reopening of the SEC and completion of its review process. Until trading commences on the Nasdaq, Elemental Altus's common shares will continue to trade on the TSX Venture Exchange under the ticker symbol "ELE" and on the OTCQX Best Market under the ticker symbol "ELEMF".

Subject to obtaining all required approvals and the satisfaction or waiver of all required conditions, the Arrangement is expected to close by mid-November 2025. Following closing of the Arrangement, the EMX shares are expected to be de-listed from the TSX Venture Exchange, NYSE American Exchange and Frankfurt Stock Exchange (the "De-Listing"). Following the De-Listing, it is anticipated that EMX will apply to cease to be a reporting issuer under applicable Canadian securities laws.

For a more detailed description of the Arrangement, please refer to EMX's management information circular dated September 29, 2025, available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and on the Company's website at https://emxroyalty.com/investors/special-meeting/.

On Behalf of EMX

David Cole

CEO

For further information, contact:

David M. Cole President and CEO Phone: (303) 973-8585 Dave@EMXroyalty.com

Stefan Wenger Chief Financial Officer Phone: (303) 973-8585 SWenger@EMXroyalty.com

Isabel Belger Investor Relations Phone: +49 178 4909039 IBelger@EMXroyalty.com

 

About EMX

EMX is a precious and base metals royalty company. EMX's investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol "EMX". Please see www.EMXroyalty.com for more information.

Cautionary Note Regarding Forward-Looking Information

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, (collectively, "forward-looking statements") that reflect the Company's current expectations and projections about its future results. These forward-looking statements may include statements regarding EMX and the combined company's plans and expectations with respect to the proposed Arrangement and the anticipated impact of the Arrangement on the combined company's results of operations, financial position, growth opportunities and competitive position. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects," "anticipates," "believes," "plans," "projects," "targets," "schedules," "forecasts," "budget," "estimates," "assumes," "intends," "strategy," "goals," "objectives," "potential," "possible" or variations thereof or stating that certain actions, events, conditions or results "may," "could," "would," "should," "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the risk that any other condition to closing may not be satisfied or waived; the risk that the closing of the Arrangement might be delayed or not occur at all; the risk that either EMX or Elemental Altus may terminate the definitive arrangement agreement and either EMX or Elemental Altus is required to pay a termination fee to the other party; potential adverse reactions or changes to business or employee relationships of EMX or Elemental Altus, including those resulting from the completion of the Arrangement; the diversion of management time on Arrangement-related issues; the risk of tax consequences for Securityholders and Elemental Altus securityholders if the Arrangement does not qualify as a tax-deferred reorganization; the ultimate timing, outcome and results of integrating the operations of EMX and Elemental Altus; the effects of the business combination of EMX and Elemental Altus, including the combined company's future financial condition, results, operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance its activities in the manner expected; the inability to satisfy the listing requirements to be listed on a U.S. stock exchange; the possibility that EMX or Elemental Altus fail to comply with applicable laws prior to the Arrangement which could subject the combined company to penalties; the risk that EMX or Elemental Altus may not receive the required stock exchange and regulatory approvals to effect the Arrangement; the risk of any litigation relating to the Arrangement; the fact that business disruption may be greater than expected following the public announcement or consummation of the Arrangement; the risk that the combined company does not result in a larger, well capitalized entity with a lower cost of capital which could prevent the combined company from pursuing further accretive royalty opportunities in the market; the absence of control over mining operations from which the Company will receive royalties or stream interests from; and risks related to those mining operations and royalty and stream interests, including risks related to international operations, government and environmental regulation, actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined, risks in the marketability of minerals, fluctuations in the price of gold and other commodities, fluctuation in foreign exchange rates and interest rates, stock market volatility, as well as those factors discussed in the EMX risk factors listed in EMX's Management's Discussion and Analysis for the six months ended June 30, 2025 and its Annual Information Form dated March 12, 2025 filed under EMX's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

EMX's forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. Although the Company has attempted to identify important factors that could cause actual results to differ materially from the Company in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are contained or incorporated by reference, except in accordance with applicable securities laws.

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V.) accepts responsibility for the adequacy or accuracy of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273715

FAQ

What did EMX announce about the Arrangement with Elemental Altus on November 10, 2025?

EMX announced the Supreme Court of British Columbia granted the final order approving the Arrangement under which Elemental Altus will acquire all EMX shares.

When is the EMX and Elemental Altus Arrangement expected to close?

Subject to approvals and conditions, the Arrangement is expected to close by mid-November 2025.

Why is Elemental Altus's Nasdaq listing application delayed for ELE?

Nasdaq cannot complete its review while the U.S. federal government shutdown has closed the SEC; approval is expected after the SEC reopens.

What will happen to EMX shares after the Arrangement closes?

EMX shares are expected to be de-listed from TSXV, NYSE American and Frankfurt and EMX will apply to cease reporting under Canadian securities laws.

Where will Elemental Altus shares trade until Nasdaq approval for ELE?

Until Nasdaq listing, Elemental Altus common shares will trade on TSXV (ELE) and on OTCQX (ELEMF).