Elemental Royalty (ELE) boosts revolving credit facility to US$150M plus US$50M accordion

Rhea-AI Filing Summary

Elemental Royalty Corporation has amended its revolving credit facility, increasing the available amount to US$150 million with an additional US$50 million accordion feature that could bring total capacity to US$200 million if certain conditions are met. This replaces a previously undrawn US$50 million facility. The three-year facility, which can be extended by mutual agreement with the lenders, will bear interest at SOFR plus between 2.25% and 3.5% per year on drawn amounts, with a standby fee of 0.50% to 0.78% per year on undrawn amounts, depending on Elemental’s leverage ratio. National Bank of Canada, Canadian Imperial Bank of Commerce and The Bank of Nova Scotia are acting as lenders, with National Bank Capital Markets and CIBC as co-lead arrangers and National Bank Capital Markets as sole bookrunner.

Insights

Credit & capital structure analyst

Elemental secures a larger, flexible credit facility for future funding needs.

Elemental Royalty Corporation has upsized its revolving credit facility from an undrawn US$50 million to US$150 million, with an accordion option that could increase total capacity to US$200 million if conditions are satisfied. This provides a significantly larger committed source of bank funding.

The facility has a three-year term, extendable by agreement with the lenders, and pricing that varies with Elemental’s leverage ratio: SOFR plus 2.25%–3.5% on drawn amounts and a 0.50%–0.78% standby fee on undrawn portions. These terms tie borrowing costs directly to balance-sheet strength.

National Bank of Canada, CIBC and Scotia act as lenders, with National Bank Capital Markets as sole bookrunner, signaling support from multiple Canadian banks. Actual impact will depend on how much of the facility Elemental chooses to draw and on future leverage levels over the facility’s three-year term.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-42900

Elemental Royalty Corporation
(Translation of registrant's name into English)

905 - 815 W. Hastings St.,
Vancouver, British Columbia V6C 1B4, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐      Form 40-F ☒

SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		Material Change Report dated March 3, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Elemental Royalty Corporation
	(Registrant)
Date: March 3, 2026	By:	/s/ Frederick Bell
		Frederick Bell
	Title:	President and Chief Operating Officer

FORM 51-102F3
Material Change Report

Item 1 Name and Address of Company

Elemental Royalty Corporation ("Elemental" or the "Company")

1020-800 West Pender Street Vancouver, British Columbia V6C 2V6

Item 2 Date of Material Change

March 2, 2026

Item 3 News Release

A news release dated March 2, 2026 was disseminated via Newsfile, having been filed on SEDAR+ and is available at www.sedarplus.ca.

Item 4 Summary of Material Change

Elemental announced the signing of an amendment to the Company's existing Revolving Credit Facility (the "Facility"), which has now been upsized to US$150 million with a US$50 million Accordion feature (the "Accordion"). National Bank Capital Markets and Canadian Imperial Bank of Commerce ("CIBC") acted as Co-Lead Arrangers on the transaction, with National Bank Capital Markets also acting as Sole Bookrunner. National Bank of Canada ("NBC") acted as Administrative Agent. Each of NBC, CIBC and The Bank of Nova Scotia ("Scotia") acted as Lenders (together "the Lenders").

The Company has entered into an agreement with NBC, CIBC and Scotia for a US$150 million Facility, with an option to increase to a total of US$200 million through an Accordion facility of US$50 million, subject to the satisfaction of certain conditions. This is an amendment to the currently undrawn facility of US$50 million.

Item 5.1 Full Description of Material Change

Elemental announced the signing of an amendment to the Company's existing Facility which has now been upsized to US$150 million with a US$50 million Accordion feature. National Bank Capital Markets and CIBC acted as Co-Lead Arrangers on the transaction, with National Bank Capital Markets also acting as Sole Bookrunner. NBC acted as Administrative Agent. Each of NBC, CIBC and Scotia acted as Lenders.

The Company has entered into an agreement with NBC, CIBC and Scotia for a US$150 million Facility, with an option to increase to a total of US$200 million through an Accordion facility of US$50 million, subject to the satisfaction of certain conditions. This is an amendment to the currently undrawn facility of US$50 million.

The Facility has a term of three years, extendable through mutual agreement between Elemental and the Lenders. Depending on the Company's leverage ratio, the amounts drawn on the Facility are subject to interest at SOFR plus 2.25%-3.5% per annum and the undrawn portion is subject to a standby fee of 0.50%-0.78% per annum.

The Facility has been entered into by Elemental as borrower, NBC as Administrative Agent, National Bank Capital Markets as Sole Bookrunner and Co-Lead Arranger, CIBC as Co-Lead Arranger and Syndication Agent.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Frederick Bell

President and Chief Operating Officer

+44 (0) 7554 872 794

Item 9 Date of Report

March 3, 2026

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This material change report contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology (including negative and grammatical variations thereof).

Forward-looking statements and information include, but are not limited to, statements regarding use of the proceeds of the Facility, the availability of the Company to access the Accordion, future royalties and future consideration payments or issuances of shares, and other statements that are not statements of fact. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies.

Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Elemental to control or predict, that may cause Element's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the impact of general business and economic conditions; the absence of control over the mining operations from which Elemental will receive royalties; risks related to international operations; government relations and environmental regulation; the inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting exploration data; the potential for delays in exploration or development activities; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with Elemental's expectations; accidents, equipment breakdowns, title matters, labour disputes or other unanticipated difficulties or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; currency fluctuations; regulatory restrictions, including environmental regulatory restrictions; liabilities; competition; loss of key employees; and other related risks and uncertainties. For a discussion of important factors which could cause actual results to differ from forward-looking statements, refer to the annual information form of Elemental for the year ended December 31, 2024. Elemental undertakes no obligation to update forward-looking statements and information except as required by applicable law. Such forward-looking statements and information represents management's best judgment based on information currently available. No forward-looking statement or information can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

FAQ

What change did Elemental Royalty Corporation (ELE) make to its credit facility?

Elemental amended its revolving credit facility, increasing committed capacity to US$150 million with a further US$50 million accordion option. This replaces a previously undrawn US$50 million facility and provides a larger pool of bank credit for future corporate needs.

How large is Elemental Royalty Corporation’s new revolving credit facility?

The amended facility provides US$150 million in committed credit, with an accordion feature of US$50 million that could bring total capacity to US$200 million. The accordion availability depends on satisfying specified conditions agreed with the lending banks.

What are the interest and fee terms on Elemental Royalty Corporation’s facility?

Amounts drawn under the facility bear interest at SOFR plus 2.25%–3.5% per year, depending on Elemental’s leverage ratio. The undrawn portion carries a standby fee of 0.50%–0.78% per year, also tied to leverage, reflecting typical revolving credit pricing structures.

Which banks are involved in Elemental Royalty Corporation’s amended facility?

The lenders are National Bank of Canada, Canadian Imperial Bank of Commerce and The Bank of Nova Scotia. National Bank Capital Markets and CIBC acted as co-lead arrangers, with National Bank Capital Markets serving as sole bookrunner and NBC as administrative agent.

What is the term of Elemental Royalty Corporation’s new credit facility?

The revolving credit facility has a three-year term and can be extended by mutual agreement between Elemental and the lenders. This multi-year commitment provides ongoing access to liquidity, subject to the company meeting the facility’s conditions and covenants over time.

Was Elemental’s previous credit facility drawn before this amendment?

No. The amendment relates to a previously undrawn US$50 million facility. That smaller line has now been replaced by a US$150 million facility, with the potential to rise to US$200 million through the accordion option if agreed conditions are met.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.1 KB