Elemental Royalty Q3 revenue rises to $20.8M

Q: How much revenue did ELE report in Q3 2026?

ELE reported Q3 2026 revenue of $20.813 million and net income of $3.753 million. Revenue was $6.863 million and net income was $1.373 million in the three months ended September 30, 2025.

Q: What are the terms of ELE's Orion portfolio deal?

The five-asset Orion portfolio agreement provided for $290.0 million in total consideration: $200.0 million in cash and $90.0 million in common shares. Elemental completed four asset acquisitions on October 26, 2026, for $188.0 million in cash and 3,942,881 shares; the Snowy River gold stream is expected to close in the first quarter of 2027, subject to regulatory approvals.

Q: What is ELE's 2026 GEO guidance?

Elemental's updated 2026 guidance is 18,000–20,500 GEOs from its existing portfolio, plus an expected Orion economic contribution equivalent to approximately 1,500 GEOs. Expected total contributions are 19,500–22,000 GEOs on an economic basis; financial reporting recognizes Orion revenue and GEOs only after the October 26, 2026, closing.

Q: What dividend did ELE declare in September 2026?

Elemental declared a third quarterly dividend of $0.03 per common share on September 17, 2026, and paid it on October 15, 2026, totaling approximately $2.2 million. Shareholders who made a valid election could receive Tether Gold XAU₮ tokens instead of cash.

Updated existing-portfolio guidance is 18,000–20,500 GEOs, with an expected Orion economic contribution equivalent to approximately 1,500 GEOs.

Available on EDGAR 11/10/2026 - 04:36 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:36 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

6-K

Rhea-AI Filing Summary

Elemental Royalty Corp (ELE) reported Q3 2026 revenue of $20.813 million versus $6.863 million a year earlier and net income of $3.753 million versus $1.373 million. Operating cash flow was $13.191 million versus $4.014 million. Cash and equivalents were $22.977 million at September 30, 2026, compared with $53.143 million at December 31, 2025.

Elemental completed its September 14, 2026, acquisition of Vizsla Royalties for approximately C$82 million in cash and 8,105,440 shares, adding life-of-mine 2.0%–3.5% NSR royalties over Panuco. On October 26, 2026, it completed four Orion portfolio acquisitions for $188.0 million in cash and 3,942,881 shares; the Snowy River gold stream is expected to close in the first quarter of 2027, subject to regulatory approvals.

The Orion closing was funded in part by a $180.0 million draw. Elemental increased its revolving credit facility to $250.0 million, plus a $50.0 million accordion, and borrowings were $210.0 million as of the MD&A date. At Caserones, operator Lundin Mining reported Q3 copper production of 15,015 tonnes versus 35,270 a year earlier and revised its 2026 guidance to 105,000–115,000 tonnes after severe winter storms.

4 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

Major pointFour Orion assets acquired for $188.0 million cash and 3,942,881 shares. 15% of market cap
Moderate pointQ3 revenue: $20.813 million versus $6.863 million in 2025.
Moderate pointQ3 net income: $3.753 million versus $1.373 million in 2025.
Moderate pointQ3 operating cash flow: $13.191 million versus $4.014 million in 2025.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Caserones Q3 copper output: 15,015 tonnes versus 35,270; operator revised 2026 guidance.

Filing Explained

Elemental’s updated 2026 outlook puts existing-portfolio sales at 18,000–20,500 GEOs and Orion’s economic contribution at approximately 1,500 GEOs from August 1, 2026 to December 31, 2026; Orion revenue and GEOs enter financial reporting only after its October 26, 2026 closing.

Key Figures

Revenue: $20.813 million Net income: $3.753 million Cash provided by operating activities: $13.191 million +5 more

8 metrics

Revenue $20.813 million Three months ended September 30, 2026; $6.863 million in 2025.

Net income $3.753 million Three months ended September 30, 2026; $1.373 million in 2025.

Cash provided by operating activities $13.191 million Three months ended September 30, 2026; $4.014 million in 2025.

Cash and cash equivalents $22.977 million As of September 30, 2026; $53.143 million as of December 31, 2025.

Orion portfolio consideration $290.0 million: $200.0 million cash and $90.0 million in common shares Consideration for the five-asset portfolio agreement announced September 21, 2026.

Revolving credit facility borrowings $210.0 million Outstanding as of November 9, 2026, the MD&A date.

2026 GEO guidance, existing portfolio 18,000–20,500 GEOs Updated 2026 guidance for the existing portfolio.

Caserones copper production 15,015 tonnes Q3 2026; 35,270 tonnes in Q3 2025.

Key Terms

net smelter returns, gold equivalent ounces, Normal Course Issuer Bid, accordion feature, +1 more

5 terms

net smelter returns technical

"net smelter returns (“NSR”) royalties ranging from 2.0% to 3.5%"

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.

gold equivalent ounces technical

"gold equivalent ounces ("GEOs")"

Gold equivalent ounces express the combined output or reserves of a mine by converting other metals (like silver, copper or zinc) into the amount of gold they would be worth at current market prices, so everything is shown as a single “gold” number. For investors this provides a common yardstick to compare production, value and growth across projects that produce multiple metals—like converting several currencies into one familiar money unit.

Normal Course Issuer Bid financial

"initiated a new Normal Course Issuer Bid"

A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.

accordion feature financial

"a $50.0 million accordion feature"

An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.

measurement period adjustments financial

"recorded measurement period adjustments to the provisional amounts"

FAQ

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

How much revenue did ELE report in Q3 2026?

ELE reported Q3 2026 revenue of $20.813 million and net income of $3.753 million. Revenue was $6.863 million and net income was $1.373 million in the three months ended September 30, 2025.

What are the terms of ELE's Orion portfolio deal?

The five-asset Orion portfolio agreement provided for $290.0 million in total consideration: $200.0 million in cash and $90.0 million in common shares. Elemental completed four asset acquisitions on October 26, 2026, for $188.0 million in cash and 3,942,881 shares; the Snowy River gold stream is expected to close in the first quarter of 2027, subject to regulatory approvals.

What is ELE's 2026 GEO guidance?

Elemental's updated 2026 guidance is 18,000–20,500 GEOs from its existing portfolio, plus an expected Orion economic contribution equivalent to approximately 1,500 GEOs. Expected total contributions are 19,500–22,000 GEOs on an economic basis; financial reporting recognizes Orion revenue and GEOs only after the October 26, 2026, closing.

What dividend did ELE declare in September 2026?

Elemental declared a third quarterly dividend of $0.03 per common share on September 17, 2026, and paid it on October 15, 2026, totaling approximately $2.2 million. Shareholders who made a valid election could receive Tether Gold XAU₮ tokens instead of cash.

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

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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 November 2026

Commission File Number: 001-42900

ELEMENTAL ROYALTY CORPORATION

(Translation of registrant’s name into English)

2650 W. Belleview Ave., Suite D-100

Littleton, Colorado

United States of America 80123

Phone: +1 (303) 973-8585

(Address of principal executive offices)

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

[ ] Form 20-F [X] Form 40-F

SUBMITTED HEREWITH

Exhibits:


Exhibit						Description

99.1						Condensed Consolidated Interim Financial Statements for the period ended September 30, 2026
99.2						Management’s Discussion and Analysis for the period ended September 30, 2026
99.3						Form 52-109F2 - Certification of Interim Filings - Full Certificate - CEO
99.4						Form 52-109F2 - Certification of Interim Filings - Full Certificate - CFO

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: November 10, 2026	By:	/s/ Rocio Echegaray

	Name:	Rocio Echegaray
	Title:	Corporate Secretary

Elemental Royalty Corporation

Condensed Consolidated Interim Financial Statements

(Unaudited)

September 30, 2026

Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s)

Condensed Consolidated Interim Statements of Financial Position


	As at September 30,		As at December 31,
	2026		2025
			Restated (Note 2)

Assets

Cash and cash equivalents (Note 4)	$	22,977	$	53,143
Trade receivables and other assets (Note 5)	28,335		25,154
Investments (Note 6)	38,936		16,115
Total current assets	90,248		94,412

Trade receivables and other assets (Note 5)	2,091		2,043
Investment in associate	988		1,000
Royalty interests (Note 7)	999,688		807,676
Property and equipment	2,483		2,610
Total non-current assets	1,005,250		813,329

Total Assets	$	1,095,498	$	907,741

Liabilities

Accounts payable and accrued liabilities (Note 8)	$	16,098	$	6,664
Warrant liability (Note 9)	9,351		7,684
Total current liabilities	25,449		14,348


Borrowings (Note 10)	28,090		-
Deferred income tax liability	113,715		112,978
Total non-current liabilities	141,805		112,978

Total Liabilities	167,254		127,326

Shareholders' Equity

Share capital (Note 11)	925,560		787,682
Contributed surplus	25,317		17,481
Accumulated other comprehensive income ("AOCI")	1,198		1,503
Deficit	(23,831)		(26,251)
Total Shareholders' Equity	928,244		780,415

Total Liabilities and Shareholders' Equity	$	1,095,498	$	907,741

Event subsequent to the reporting date (Note 19)

Approved on behalf of the Board of Directors on November 9, 2026

Signed:

"Frederick Bell"

CEO & Director

Signed:

"Sunny Lowe"

Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts

Condensed Consolidated Interim Statements of Income and Comprehensive Income


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Revenue (Note 12)	$	20,813	$	6,863	$	68,923	$	27,596
Depletion of royalty interests (Note 7)	(6,645)		(2,449)		(23,401)		(11,452)
Gross profit	14,168		4,414		45,522		16,144

General and administrative expenses (Note 13)1	(5,965)		(2,782)		(17,154)		(6,625)
Royalty generation expenses, net (Note 14)	(1,408)		-		(3,925)		-
Share-based compensation expense (Notes 8 and 11)	(1,201)		(678)		(4,970)		(1,991)
Share of profit (loss) from associate	(2)		542		(12)		1,594
Loss on disposals	(92)		(77)		(335)		(1,884)
Impairment charges	-		-		(677)		-
Other income	2,802		-		2,802		-
Profit from operations	8,302		1,419		21,251		7,238

Other income and expenses
Interest income	482		239		1,139		344
Interest and finance expenses	(320)		(103)		(880)		(338)
(Loss) gain on revaluation of financial instruments (Notes 6 and 9)	(2,187)		6		(3,655)		(20)
Foreign exchange gain (loss)	203		(45)		193		95
Other income	-		172		-		328

Income before income taxes	6,480		1,688		18,048		7,647

Deferred tax recovery (expense)	518		-		(320)		-
Current tax expense	(3,245)		(315)		(9,294)		(2,666)
Total net income	3,753		1,373		8,434		4,981

Other comprehensive income
Gain (loss) on revaluation of digital currency (Note 6)	67		-		(361)		-
Foreign currency translation adjustment	46		5		56		(31)
Other comprehensive income (loss)	113		5		(305)		(31)
Total comprehensive income	$	3,866	$	1,378	$	8,129	$	4,950

Earnings per share
Basic earnings per share (Note 16)	$	0.06	$	0.06	$	0.13	$	0.20
Diluted earnings per share (Note 16)	$	0.06	$	0.06	$	0.13	$	0.20

Weighted average number of common shares outstanding - basic (Note 16)	65,740,177		24,608,197		64,731,496		24,671,031
Weighted average number of common shares outstanding - diluted (Note 16)	67,428,398		24,608,197		66,422,557		24,671,031

1 Certain comparative figures have been reclassified to general and administrative expenses to conform to current period presentation as illustrated in Note 13.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s)

Condensed Consolidated Interim Statements of Cash Flows


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Cash flows from operating activities
Income for the period	$	3,753	$	1,373	$	8,434	$	4,981
Adjustments for:
Depletion and depreciation	6,711		2,449		23,598		11,452
Share-based compensation expense (Note 8 and 11)	1,201		678		4,970		1,991
Loss (gain) on revaluation of financial instruments	2,187		(6)		3,655		20
Interest and finance expenses	320		103		880		338
Shares received from property agreements	(3,027)		-		(3,141)		-
Tax expense	2,727		315		9,614		2,666
Other	(719)		(682)		(329)		(393)

Changes in non-cash working capital items:
Accounts receivable	3,307		1,258		1,484		2,275
Accounts payable and accrued liabilities	(45)		(982)		3,384		(1,898)
Total cash provided by operating activities before taxes	16,415		4,506		52,549		21,432

Taxes paid	(3,224)		(492)		(9,332)		(1,824)
Total cash provided by operating activities	13,191		4,014		43,217		19,608

Cash flows from investing activities
Acquisition of royalty interests (Note 7)	(5,295)		(19,195)		(12,477)		(19,195)
Distributions from SLM California	-		1,016		-		3,126
Proceeds from royalty buy-back	-		1,913		-		1,913
Proceeds from the sale of investments (Note 6)	346		5		1,378		5,223
Acquisition of Vizsla Royalties Corp. (Note 3)	(63,505)		-		(63,505)		-
Purchase of marketable securities (Note 6)	(19,996)		-		(20,457)		-
Purchase of Tether Gold cryptocurrency tokens (Note 6)	-		-		(1,000)		-
Other	(4,188)		-		(4,655)		-
Total cash used in investing activities	(92,638)		(16,261)		(100,716)		(8,933)

Cash flows from financing activities
Interest received	455		239		1,066		344
Interest paid	(190)		(70)		(373)		(241)
Drawdown of credit facility	30,000		-		30,000		-
Loan repayments (Note 10)	-		-		-		(3,000)
Deferred financing costs (Note 10)	(366)		-		(1,974)		-
Proceeds from exercise of options (Note 11)	503		2,209		4,799		2,209
Dividends paid	(1,929)		-		(3,856)		-
Repurchase and cancellation of common shares (Note 11)	(279)		-		(2,272)		-
Finance lease payments	(31)		-		(92)		-
Total cash provided by (used in) financing activities	28,163		2,378		27,298		(688)

Effect of exchange rate changes on cash and cash equivalents	40		(45)		35		95

Change in cash and cash equivalents	(51,244)		(9,914)		(30,166)		10,082
Cash and cash equivalents, beginning	74,221		24,450		53,143		4,454

Cash and cash equivalents, ending	$	22,977	$	14,536	$	22,977	$	14,536

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts

Condensed Consolidated Interim Statements of Shareholders' Equity


	Number of common shares	Share Capital		Contributed Surplus		AOCI		Deficit		Total

Balance as at December 31, 2025	63,829,995	$	787,682	$	17,481	$	1,503	$	(26,251)	$	780,415
Exercise of stock options	651,766	9,847		(4,426)		-		-		5,421
Settlement of restricted share units	84,192	742		(1,364)		-		-		(622)
Shares and stock options issued for acquisition of Vizsla Royalties Corp.	8,105,440	129,561		8,963		-		-		138,524
Repurchase and cancellation of common shares	(146,029)	(2,272)		-		-		-		(2,272)
Share-based payments	-	-		4,682		-		-		4,682
Expiry of stock options	-	-		(19)		-		19		-
Dividends declared	-	-		-		-		(6,033)		(6,033)
Net income and comprehensive income (loss) for the period	-	-		-		(305)		8,434		8,129

Balance as at September 30, 2026	72,525,364	$	925,560	$	25,317	$	1,198	$	(23,831)	$	928,244


	Number of common shares	Share Capital		Contributed Surplus		AOCI		Deficit		Total

Balance as at December 31, 2024	24,576,259	$	217,449	$	6,535	$	1,416	$	(29,016)	$	196,384
Shares issued for exercise of stock options	190,880	3,043		(834)		-		-		2,209

Share-based payments	-	-		1,991		-		-		1,991

Expiry of stock options	-	-		(923)		-		923		-

Net income and comprehensive income (loss) for the period	-	-		-		(31)		4,981		4,950

Balance as at September 30, 2025	24,767,139	$	220,492	$	6,769	$	1,385	$	(23,112)	$	205,534

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 1 - Nature of Operations

Elemental Royalty Corporation (the “Company” or “Elemental”) was incorporated under the laws of the Province of British Columbia. The Company is primarily involved in the acquisition and generation of precious and base metal royalties. The Company's head office address is 2650 W Belleview Ave., Littleton, Colorado, USA and the registered office address is Suite 905, 815 West Hastings Street, Vancouver, British Columbia, Canada. The Company’s common shares trade on the Nasdaq Exchange under the trading symbol “ELE” and on the Toronto Stock Exchange ("TSX") under the trading symbol “ELE”.

These condensed consolidated interim financial statements of the Company are presented in thousands of United States Dollars ("US Dollars" or "US$"), unless otherwise noted, which is the functional currency of the parent company. The notation “$” represents US dollars, “C$” represents Canadian dollars, and “A$” represents Australian dollars.

Note 2 - Basis of Presentation

Statement of Compliance

The condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") (the “IFRS Accounting Standards”).

The condensed consolidated interim financial statements were approved by the board and authorized for issue on November 9, 2026.

Summary of Material Accounting Policies

The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2025, except as described below. There was no material impact on the financial statements from new accounting standards or amendments to accounting standards, effective January 1, 2026.

New Accounting Policies

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments relating to settling financial liabilities using electronic payment systems and assessing contractual cash flow characteristics of financial assets. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

The amendments were effective for periods beginning on or after January 1, 2026, and adoption of these amendments did not have a material effect on our condensed consolidated interim financial statements. For financial liabilities settled in cash using an electronic payment system, we applied the election to deem these financial liabilities to be discharged before the settlement date. The amendments have been applied retrospectively with no restatement of comparative information, in accordance with transition requirements on initial application of IFRS 9.

Deferred Share Units ("DSUs")

Share-based payment arrangements related to deferred share units are measured at fair value. Deferred share units are share-based awards settled in cash and measured at the quoted market price at the grant date and the corresponding liability is adjusted for changes in fair value at each subsequent reporting date until the awards are settled.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 2 - Basis of Presentation (continued)

New Accounting Standards Issued But Not Yet Effective

Certain pronouncements have been issued by the IASB or the International Financial Reporting Interpretations Committee ("IFRIC") that are not mandatory for the current period and have not been early adopted. The Company has reviewed these updates and the amendment that is applicable to the Company is discussed below:

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements, aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact of the new standard.

Restatement of Prior Year's Comparatives

During the period ended September 30, 2026, the Company recorded measurement period adjustments related to the acquisition of EMX Royalty Corp. ("EMX") completed on November 13, 2025. Comparative information has been revised retrospectively to reflect these adjustments in accordance with IFRS 3, Business Combinations. Refer to Note 3 for further details.

The effects of the restatement on the individual line items within the Company's consolidated statement of financial position as at December 31, 2025 are as follows:


	As previously reported		Reclassification		Restated
Royalty interests (Note 7)	$	808,720	$	(1,044)	$	807,676
Property and equipment	1,141		1,469		2,610
Deferred income tax liability	112,553		425		112,978

Critical Accounting Estimates and Judgments

These condensed consolidated interim financial statements follow the same critical accounting estimates and judgments as the Company's most recent annual financial statements, except as listed below, and should be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2025.

(a) Valuation of investments in securities not quoted in an active market

Where the fair values of investments recorded on the consolidated statements of financial position cannot be derived from quoted prices in active markets, their fair values are determined using a variety of valuation techniques. The inputs to these valuation models are derived from observable market data where possible, but where observable market data is not available, judgment is required in establishing fair value. Changes in estimates and assumptions about these inputs could affect the reported fair value of the financial instruments.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 2 - Basis of Presentation (continued)

Basis of Consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. Material subsidiaries are listed in the following table:

Ownership Percentage

Name

Place of Incorporation

Functional Currency

2026

2025

Altus Royalties Limited

England & Wales

US Dollar

100%

Altus Strategies Limited

England & Wales

US Dollar

100%

Bullion Monarch Mining, Inc.

United States of America

US Dollar

100%

Canam Royalties Mexico S.A. de C.V.

Mexico

US Dollar

100%

—%

Elemental One Limited

BVI

US Dollar

100%

Elemental Resources Limited

England & Wales

Pound Sterling

100%

Elemental Royalties (Australia) Pty Ltd.

Australia

US Dollar

100%

Elemental Royalties Delaware

United States of America

US Dollar

100%

EMX (USA) Services Corp.

United States of America

US Dollar

100%

EMX Chile SpA

Chile

US Dollar

100%

EMX Royalty Corporation

Canada

US Dollar

100%

Eurasia Madencilik Ltd. Sirketi

Turkey

US Dollar

100%

Minera Tercero SpA

Chile

US Dollar

100%

Note 3 - Acquisitions

Acquisition of EMX Royalty Corp.

On November 13, 2025, the Company closed an arrangement agreement whereby the Company acquired all of the issued and outstanding shares of EMX (the "Transaction"). Pursuant to the terms and conditions of the arrangement agreement between the Company and EMX dated September 4, 2025 (the "Arrangement Agreement"), EMX shareholders received 0.2822 of a common share for each EMX common share held prior to the Transaction, for a total of 31,500,450 common shares issued. In accordance with the Arrangement Agreement, each EMX share option was replaced with a fully vested replacement Elemental share option and each EMX warrant was replaced with a replacement Elemental warrant. The fair value of the replacement options and warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


	Options	Warrants

Risk free interest rate (%)	2.47	2.45
Expected life (years)	2.4	1.4
Expected volatility (%)	44.4	45.3
Dividend yield (%)	-	-

For accounting purposes, the Company determined that the Transaction met the definition of a business combination under IFRS 3, Business Combinations and applied the acquisition method of accounting. The closing date of the Transaction was determined to be November 13, 2025 and Elemental was determined to be the acquiring company. Upon completion of the acquisition of EMX, Elemental and EMX shareholders owned 51% and 49% of the Company, respectively.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 3 - Acquisitions (continued)

In the Company's consolidated financial statements for the year ended December 31, 2025, the Company determined the fair value of the assets acquired and liabilities assumed in the EMX acquisition based on management's preliminary best estimate of their fair values, taking into account all relevant information available at the time. The Company has not yet finalized the assessment of the estimated fair value of assets acquired and liabilities assumed, which the Company expects to finalize by the one-year anniversary of the acquisition date, at the latest. During the nine months ended September 30, 2026, the Company obtained additional information regarding the facts and circumstances that existed as of the acquisition date relating to certain royalty interests acquired. As a result of this new information, the Company recorded measurement period adjustments to the provisional amounts previously recognized in accordance with IFRS 3, Business Combinations. These adjustments have been recognized retrospectively as of the acquisition date, with comparative information revised accordingly. The table below presents the purchase consideration transferred and the revised provisional fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date, reflecting the measurement period adjustments recognized during the nine months ended September 30, 2026.


	Consideration

Number of Elemental shares issued to EMX shareholders	31,500,450
Closing price of an Elemental share on November 12, 2025 (C$)	$	20.74
C$/US$ exchange rate on November 12, 2025	1.4005
Fair value of Elemental share consideration	$	466,490
Fair value of EMX share options replaced with Elemental share options	10,799
Purchase consideration	$	477,289


	Assets and Liabilities Acquired

Cash and cash equivalents	$	15,941
Trade receivables and other assets	11,338
Investments	9,084
Equity investment in associate (SLM California)	104,405
Royalty interests	489,094
Property and equipment	2,631
Accounts payable and accrued liabilities	(13,335)
Warrant liability	(5,507)
Loan payable	(24,714)
Deferred income tax liability	(111,648)
Total assets acquired, net of liabilities assumed	$	477,289

Acquisition of Vizsla Royalties Corp.

On September 14, 2026, the Company completed the acquisition of 100% of the issued and outstanding common shares of Vizsla Royalties Corp. (“Vizsla”) through a court-approved plan of arrangement.

Pursuant to the acquisition, the Company acquired net smelter returns (“NSR”) royalties ranging from 2.0% to 3.5% on Vizsla's Panuco silver-gold project in Mexico. The Panuco royalties are life-of-mine interests with no caps, buyback rights or step-down provisions and cover the project's existing mineral resources.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 3 - Acquisitions (continued)

Under the terms of the arrangement, the Company paid C$82.0 million in cash and issued 8,105,440 common shares to former shareholders of Vizsla. In addition, outstanding share options of Vizsla were replaced with options exercisable for common shares of the Company.

The fair value of the replacement options was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:


			Options

Risk free interest rate (%)			3.33
Expected life (years)			1.0
Expected volatility (%)			64.3
Dividend yield (%)			0.57

The transaction was accounted for as an asset acquisition, as the acquired assets and activities did not meet the definition of a business under IFRS 3, Business Combinations. The common shares issued as consideration were measured by reference to the fair value of the Panuco royalty interests in accordance with IFRS 2, Share-based Payment. The fair value of the royalty interests was determined using a discounted cash flow model incorporating estimates of future production, commodity prices and discount rates. Estimated production was based on current mineral resources and management's expectations regarding future resource conversion and exploration potential, while commodity price assumptions were determined with reference to long-term consensus forecasts. The total acquisition cost, including directly attributable transaction costs, was allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values.

The allocation of the purchase consideration is summarized below:


	Consideration

Elemental share consideration	$	129,561
Cash consideration	58,881
Acquisition and closing costs incurred	2,114
Fair value of Vizsla share options replaced with Elemental share options	8,963
Purchase consideration	$	199,519


	Assets and Liabilities Acquired

Cash	$	1,419
Trade receivables and other assets	406
Royalty interests	204,240
Accounts payable and accrued liabilities	(6,546)
Total assets acquired, net of liabilities assumed	$	199,519

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 4 - Cash and Cash Equivalents

At September 30, 2026, and December 31, 2025, the Company had the following cash and cash equivalents:


	September 30,		December 31,
	2026		2025

Cash	$	20,939	$	52,684
Demand deposits	2,038		459
Total cash and cash equivalents	$	22,977	$	53,143

The Company had demand deposits held by wholly-owned subsidiaries of the Company, the full amount of which is available for use and credit to the Company's exploration venture partners in the United States of America and Eastern Europe pursuant to expenditure requirements for ongoing property agreements.

Note 5 - Trade Receivables and Other Assets

The Company's trade receivables and other assets are primarily related to royalty revenue receivable, deferred milestone payments, refundable taxes from government taxation authorities, recoveries of royalty generation costs from project partners, prepaid expenses and reclamation bonds.

As at September 30, 2026, and December 31, 2025, trade receivables and other assets were as follows:


	September 30,		December 31,
	2026		2025

Trade and accrued royalties receivable	$	18,557	$	20,992
Deferred milestone payments	2,352		2,779

Prepayments	2,019		1,501


Recoverable royalty generation expenditures and advances	4,366		506
Other receivables and assets	3,132		1,419
Total receivables and other assets	30,426		27,197
Less: current portion	(28,335)		(25,154)
Non-current portion	$	2,091	$	2,043

Non-current trade receivables and other assets include certain deferred production-based milestones from the Korali-Sud royalty and deferred acquisition costs.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 6 - Investments

As at September 30, 2026, and December 31, 2025, the Company had the following changes to investments:


	September 30,		December 31,
	2026		2025

Opening balance	$	16,115	$	2,243
Additions	25,223		16,221
Disposals	(1,378)		(5,231)
Revaluation gains (losses)	(1,024)		2,882
Ending balance	$	38,936	$	16,115

During the period, the Company purchased $1.0 million in Tether Gold XAU₮ cryptocurrency tokens (Note 15). The fair value of the Tether Gold XAU₮ cryptocurrency tokens as at September 30, 2026 was $1.8 million (December 31, 2025 - $1.1 million).

During the period, the Company acquired an equity interest in Quilla Resources Inc. ("Quilla") for total consideration of $20.0 million.

Note 7 - Royalty Interests

As at and for the nine months ended September 30, 2026:


	Cost								Accumulated Depletion
	Opening (Restated (Note 2))		Additions		Disposals/Impairment		Ending		Opening		Depletion		Ending		Carrying Amount
Royalty Interests
Ballarat, Australia	$	9,896	$	-	$	-	$	9,896	$	3,067	$	1,166	$	4,233	$	5,663
Balya, Türkiye	25,702		-		-		25,702		258		1,744		2,002		23,700
Bonikro, Cote d'Ivoire	31,800		-		-		31,800		7,194		6,418		13,612		18,188
Cactus, U.S.A.	7,922		-		-		7,922		-		-		-		7,922
Caserones, Chile	132,496		-		-		132,496		1,079		4,603		5,682		126,814
Chapi, Peru	19,722		5,293		-		25,015		-		178		178		24,837
Diablillos, Argentina	31,682		-		-		31,682		-		-		-		31,682
Dugbe, Liberia	16,505		-		-		16,505		-		-		-		16,505
Gediktepe, Türkiye	25,807		-		-		25,807		216		939		1,155		24,652
Karlawinda, Australia	37,166		-		-		37,166		11,278		1,357		12,635		24,531
Korali-Sud, Mali	11,196		-		-		11,196		5,126		-		5,126		6,070
Laverton, Australia	64,263		-		-		64,263		-		-		-		64,263
Leeville, U.S.A.	32,731		-		-		32,731		904		2,695		3,599		29,132
Panuco, Mexico (Note 3)	-		204,240		-		204,240		-		-		-		204,240
Timok, Serbia	194,600		-		-		194,600		524		3,162		3,686		190,914
Vittangi, Sweden	35,353		-		-		35,353		-		-		-		35,353
Wahgnion, Burkina Faso	12,379		-		-		12,379		6,227		-		6,227		6,152
Yenipazar, Turkey	39,445		-		-		39,445		-		-		-		39,445
Other Producing Royalties	11,784		250		-		12,034		1,633		1,139		2,772		9,262
Other Royalty Interests*	104,733		6,307		(677)		110,363		-		-		-		110,363
Total	$	845,182	$	216,090	$	(677)	$	1,060,595	$	37,506	$	23,401	$	60,907	$	999,688

*Included in Other Royalty Interests is $91.2 million of exploration and evaluation assets as defined by IFRS 6.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 7 - Royalty Interests (continued)

Western Queen Royalty Conversion

During the period, the Company completed an amendment and restatement of its existing royalty agreement over the Western Queen gold project in Western Australia, owned by Rumble Resources Limited. Under the amended royalty agreement, the Company’s existing nominal per-ounce gold royalty was replaced with an uncapped 2.5% NSR royalty on gold produced from the applicable Western Queen royalty area. As consideration for the amendment, the Company paid Rumble Resources Limited A$5.0 million on closing and, following the satisfaction of certain milestone conditions relating to the execution of qualifying toll treatment arrangements for gold produced from the Western Queen project, paid a further A$5.0 million during the period.

Chapi Royalty Acquisition

On July 15, 2026, the Company completed a $25.0 million investment in Quilla Resources Inc. and its subsidiary, Minera Pampa de Cobre S.A.C., the operator of the Chapi copper project in Peru.

The transaction included the acquisition of an additional perpetual, uncapped 1.0% NSR royalty over the Pampa Negra and Candelaria concessions for consideration of $5.0 million. This increased the Company's existing royalty interest over these concessions from 2.0% to 3.0% NSR, with the royalty on the Candelaria concession stepping down to 2.0% NSR in July 2034. The additional royalty is not subject to any buyback or step-down provisions.

As part of the transaction, the Company also purchased common shares of Quilla through a private placement for consideration of $20.0 million, representing an approximately 9% equity interest in Quilla (Note 6).

Note 8 - Accounts Payable and Accrued Liabilities


	September 30,		December 31,
	2026		2025

Trade payables and accrued liabilities	$	10,649	$	3,892

Dividends payable	2,165		-
Other payables	3,284		2,772
Total	$	16,098	$	6,664

During the nine months ended September 30, 2026, the Company granted 14,919 DSUs to independent directors of the Company. These DSUs are cash-settled and only redeemable upon the retirement, resignation or replacement of the director. During the three and nine months ended September 30, 2026, the Company recorded $0.0 million (2025 - $Nil) and $0.3 million (2025 - $Nil) respectively of share-based compensation related to DSUs which was included in other payables.

The following table summarizes information about the DSUs which were outstanding at September 30, 2026:


			Number of DSUs

Balance as at December 31, 2025			-
Granted			14,919
Balance as at September 30, 2026			14,919

Note 9 - Warrant Liability

During the year ended December 31, 2025, the Company issued replacement warrants as part of the acquisition of EMX. The terms of the warrants match the outstanding warrants EMX had at the closing of the transaction. These warrants are considered a derivative liability due to the exercise price being denominated in Canadian dollars compared to a US Dollar functional and presentation currency. As at September 30, 2026, the fair value of the warrant liability was $9.4 million (December 31, 2025 - $7.7 million). During the nine months ended September 30, 2026, the Company recognized a loss of $2.4 million (2025 - $Nil) on revaluation of the warrant liability, which was included in the revaluation of financial instruments.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 9 - Warrant Liability (continued)

The fair value of the warrant liability was estimated using the Black-Scholes pricing model with weighted average assumptions as follows:


	September 30,	December 31,
	2026	2025
Risk free interest rate (%)	3.37	2.58
Expected life (years)	0.54	1.28
Expected volatility (%)	66.6	48.2
Dividend yield (%)	0.63	-

During the nine months ended September 30, 2026, there were no changes in the number of warrants outstanding.

The following table summarizes information about the warrants which were outstanding as at September 30, 2026:

Date Issued

Number of Warrants

Exercisable

Exercise Price (C$)

Expiry Date

November 13, 2025

1,075,780

15.77

April 14, 2027

Total

1,075,780

Note 10 - Borrowings

Credit Facility

As at December 31, 2025, the Company had a $50.0 million revolving credit facility with National Bank of Canada ("NBC"), Canadian Imperial Bank of Commerce ("CIBC") and Royal Bank of Canada ("RBC"). On February 26, 2026, the Company signed an amendment to the existing credit facility agreement to upsize the existing credit facility to $150.0 million with a $50.0 million accordion feature (the "Amended Facility") with the Bank of Nova Scotia ("BNS") replacing RBC as a lender. Depending on the Company's leverage ratio, amounts drawn on the Amended Facility are subject to interest at SOFR plus 2.25% - 3.50% per annum, and the undrawn portion is subject to a standby fee of 0.50% - 0.78% per annum. The Amended Facility has a term of three years, extendable through mutual agreement between the Company and the lenders. In connection with the execution of the Amended Facility, the Company capitalized transaction costs to be amortized over the term of the Amended Facility. As at September 30, 2026, $1.9 million of unamortized transaction costs relating to the Amended Facility remained outstanding.

The Amended Facility includes a number of financial covenants including maintenance of an interest coverage ratio above 3.00:1.00, maintenance of a net leverage ratio below 3.50:1.00 and maintenance of a net worth relative to that at the date of the Amended Facility plus cumulative net income thereafter. The financial covenants are measured on a quarterly basis. As at September 30, 2026 and December 31, 2025, the Company was in compliance with the terms of the covenants.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 10 - Borrowings (continued)

The following table summarizes the changes to the Company's borrowings during the nine months ended September 30, 2026:


	September 30,		December 31,
	2026		2025

Opening balance	$	-	$	2,687
Drawdown on revolving credit facility	30,000		-
Assumed debt on acquisition of EMX	-		25,000
Repayments	-		(28,000)
Amortization of financing costs	390		129
Financing costs reclassified to (from) other assets	(2,300)		184

Ending balance	$	28,090	$	-

For the nine months ended September 30, 2026, the Company recognized interest expense of $0.5 million (2025 - $0.2 million) on the credit facility which was included in interest and finance expenses.

On October 26, 2026, in connection with the closing of the Orion royalty and stream portfolio acquisition (Note 19), the Company amended its existing revolving credit facility, increasing the committed borrowing capacity from $150.0 million to $250.0 million (the "Upsized Facility"). The Upsized Facility includes an additional $50.0 million accordion feature, providing potential total borrowing capacity of $300.0 million, subject to certain conditions.

The Upsized Facility has a maturity date of October 26, 2029 and bears interest at SOFR plus 2.25% to 3.50% per annum, depending on the Company's leverage ratio. Other material terms remain substantially consistent with the Amended Facility.

Note 11 - Shareholders' Equity

Authorized

As at September 30, 2026, the authorized share capital of the Company was an unlimited number of common shares without par value.

On March 20, 2026, the Company declared a quarterly dividend of $0.03 per common share, amounting to $1.9 million, which was paid in April 2026. On June 18, 2026, the Company declared a second quarterly dividend of $0.03 per common share, amounting to $1.9 million, which was paid in July 2026. On September 17, 2026, the Company declared a third quarterly dividend of $0.03 per common share, amounting to $2.2 million. As at September 30, 2026, the third quarterly dividend was included in accounts payable and accrued liabilities (Note 8) and was subsequently paid.

On June 14, 2026, the Company initiated a new Normal Course Issuer Bid ("NCIB"). Under the new NCIB, Elemental may purchase for cancellation up to 3,222,537 common shares in the capital of the Company over a twelve-month period. During the nine months ended September 30, 2026, 146,029 common shares were repurchased and cancelled for a total cost of $2.3 million.

Stock Options

The Company maintains an incentive compensation plan for stock options, restricted share units ("RSUs") and DSUs. The maximum number of shares reserved for issue under the plan shall not exceed 10% of the outstanding common shares of the Company, as at the date of the grant. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of the grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of the grant. The exercise price of each option granted under the plan may not be less than the Market Price (as that term is defined in the policies of the TSX).

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 11 - Shareholders' Equity (continued)

The vesting terms of the awards are in the sole discretion of the Board of Directors. Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of employment, consulting agreement or holding office as a director or officer of the Company.

During the nine months ended September 30, 2026, the change in stock options outstanding was as follows:


	Number	Weighted Average Exercise Price (C$)		Weighted Average Life





Balance as at December 31, 2025	2,817,625	$	12.18	2.66
Granted	696,692	23.65
Replacement options for Vizsla acquisition	771,681	14.32
Exercised	(683,276)	12.15

Forfeited	(119,415)	22.46
Balance as at September 30, 2026	3,483,307	$	14.60	2.57
Exercisable as at September 30, 2026	2,878,538	$	12.74	1.80

The following table summarizes information about the stock options which were outstanding at September 30, 2026:


Year of expiry	Number of stock options	Weighted average exercise price (C$)

2027	1,629,688	13.79
2028	182,297	9.58
2029	507,243	10.75
2030	574,935	12.59
2033	589,144	23.69

The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:


	Nine months ended September 30,
	2026	2025
Risk free interest rate (%)	3.21	2.70
Expected life (years)	2.4	5.0
Expected volatility (%)	54.5	39.0
Dividend yield (%)	0.31	-

During the three and nine months ended September 30, 2026, the Company recorded $0.7 million (2025 - $0.5 million) and $3.3 million (2025 - $1.5 million) respectively of share-based compensation expense related to stock options.

Restricted Share Units

The Company has established an RSU plan whereby RSUs will be issued to eligible employees or directors. RSUs give the holder the right to receive a specified number of common shares at the specified vesting date. RSUs vest over a period of three years from the grant date. RSU expense is recognized over the vesting period based upon the fair value of the Company’s common shares on the grant date and the awards that are expected to vest. The fair value is calculated with reference to the closing price of the Company’s common shares on the date of grant.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 11 - Shareholders' Equity (continued)

The following table summarizes information about the RSUs which were outstanding at September 30, 2026:


			Number of RSUs



Balance as at December 31, 2025			247,100
Granted			163,839
Settled			(114,279)
Forfeited			(38,724)
Balance as at September 30, 2026			257,936
Vested as at September 30, 2026			12,000

During the three and nine months ended September 30, 2026, the Company recorded $0.4 million (2025 - $0.2 million) and $1.4 million (2025 - $0.5 million) respectively of share-based compensation related to RSUs.

Note 12 - Revenue

During the three and nine months ended September 30, 2026 and 2025, the Company had the following sources of revenue and other income:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Royalty revenue	$	19,591	$	6,863	$	66,882	$	27,596
Option, property and other revenue	1,222		-		2,041		-
Total	$	20,813	$	6,863	$	68,923	$	27,596

The Company has a number of exploration stage royalties and royalty generation properties being advanced by the Company and within partnered agreements. Many of these projects include staged or conditional payments owed to the Company payable in cash or partner equity pursuant to individual agreements. The Company may also earn conditional payments on producing royalties.

During the three and nine months ended September 30, 2026 and 2025, the Company had the following sources of royalty revenue:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Ballarat	$	918	$	622	$	2,683	$	1,709
Bonikro	5,261		2,578		16,420		8,000
Caserones	3,074		-		16,564		-
Gediktepe	584		-		2,278		-
Karlawinda	2,893		2,131		8,811		6,158
Korali-Sud	-		1,047		-		10,208
Leeville	1,573		-		5,759		-
Timok	2,573		-		7,042		-
Other producing royalties	2,590		485		7,032		1,521
Advance royalty payments	125		-		293		-
Total	$	19,591	$	6,863	$	66,882	$	27,596

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 13 - General and Administrative Expenses

During the three and nine months ended September 30, 2026 and 2025, the Company had the following sources of general and administrative expenses:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025			2026		2025

Salaries, fees and employee benefits	$	3,937	$	1,222		$	10,053	$	3,279
Professional fees and consulting fees	1,171		490			3,537		1,092
Marketing and promotion	151		67			435		240
Listing and filing fees	87		117			480		195
Corporate administration	496		254			1,840		751

Project evaluation and transaction related expenses	123		632			809		1,068
Total	$	5,965	$	2,782		$	17,154	$	6,625

Certain comparative figures have been reclassified to general and administrative expenses to conform to current year presentation as shown in the tables below:


For the three months ended September 30	As previously reported September 30, 2025		Reclassification		Reclassified September 30, 2025
General and administrative expenses	$	2,150	$	632	$	2,782
Project evaluation	(211)		211		-
Merger transaction costs	843		(843)		-


For the nine months ended September 30	As previously reported September 30, 2025		Reclassification		Reclassified September 30, 2025
General and administrative expenses	$	5,557	$	1,068	$	6,625
Project evaluation	225		(225)		-
Merger transaction costs	843		(843)		-

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 14 - Royalty Generation Expenses

The Company incurs expenditures to originate and evaluate mineral projects, partner with major and junior mining companies, and selectively retain royalty interests. During the three and nine months ended September 30, 2026 and 2025, the Company had the following royalty generation costs:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Administrative costs	$	223	$	-	$	706	$	-
Drilling, technical, and support costs	240		-		746		-
Personnel	570		-		2,180		-
Property costs	2,916		-		3,888		-
Professional fees	52		-		140		-
Total Expenditures	4,001		-		7,660		-
Recoveries from partners	(2,593)		-		(3,735)		-
Net Expenditures	$	1,408	$	-	$	3,925	$	-

Proposed Divestiture of Royalty Generation Business

On September 21, 2026, the Company announced that it had entered into a non-binding agreement with Carlin East Inc. (“Carlin East”) for the proposed divestiture of its royalty generation business, including certain exploration projects, option agreements and early-stage royalties.

Under the proposed transaction, the Company will receive shares in Carlin East, expected to represent approximately 19.9% of Carlin East following its proposed financing. The Company will also retain a 50% economic interest in existing and future production royalties arising from the transferred agreements and royalties, along with 50% of certain royalty buyback proceeds.

Note 15 - Related Party Transactions

The aggregate values of transactions and outstanding balances relating to key management personnel for the three and nine months ended September 30, 2026 and 2025 were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Salaries, fees, benefits and professional fees	$	2,425	$	583	$	5,582	$	1,585
Share-based compensation	719		505		3,592		1,369
Total	$	3,144	$	1,088	$	9,174	$	2,954

As at September 30, 2026, the Company held $1.8 million (December 31, 2025 - $1.1 million) in Tether Gold XAU₮ cryptocurrency tokens. As at September 30, 2026, $0.1 million (December 31, 2025 - $0.1 million) was due to related parties.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 16 - Earnings per Share


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Net income	$	3,753	$	1,373	$	8,434	$	4,981
Weighted average number of common shares outstanding - basic	65,740,177		24,608,197		64,731,496		24,671,031
Dilutive effect of stock options and warrants	1,688,221		-		1,691,061		-
Weighted average number of common shares outstanding - diluted	67,428,398		24,608,197		66,422,557		24,671,031
Basic earnings per share	$	0.06	$	0.06	$	0.13	$	0.20
Diluted earnings per share	$	0.06	$	0.06	$	0.13	$	0.20

Note 17 - Segmented Information

The Company’s business is organized into a single operating segment, consisting of acquiring, managing and generating royalties. The Company’s chief operating decision-maker, the CEO, makes capital allocation decisions, reviews operating results and assesses performance.

As at September 30, 2026 and December 31, 2025, the Company had royalty interests located geographically as follows:


	North America		South America		Europe		Australia		Africa		Total

Royalty interests
As at September 30, 2026	$	276,723	$	202,364	$	349,258	$	118,277	$	53,066	$	999,688
As at December 31, 2025 (Restated (Note 2))	$	75,850	$	201,851	$	355,812	$	114,229	$	59,934	$	807,676

Note 18 - Financial Instruments

Management of Capital

Management monitors the Company’s financial risk management policies and exposures and approves financial transactions.

The Company’s objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company’s ability to continue as a going concern. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Company may issue new shares, acquire debt, or sell assets. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the Company's credit facility. The Company was in compliance with the debt covenants in force as at September 30, 2026. Details of these covenants are included in Note 10. There were no changes in the Company's approach to capital management for the period presented.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 18 - Financial Instruments (continued)

Fair Value of Financial Instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs which are supported by little or no market activity.

The levels in the fair value hierarchy into which our financial assets and liabilities that are measured and recognized in the consolidated statement of financial position at fair value on a recurring basis were categorized as follows:


	Fair value as at September 30, 2026
Recurring Measurements	Level 1		Level 2		Level 3		Total

Investments	$	5,621	$	13,315	$	20,000	$	38,936
Warrant liability	-		(9,351)		-		(9,351)
Total	$	5,621	$	3,964	$	20,000	$	29,585


	Fair value as at December 31, 2025
Recurring Measurements	Level 1		Level 2		Level 3		Total

Investments	$	6,839	$	9,276	$	-	$	16,115
Warrant liability	-		(7,684)		-		(7,684)
Total	$	6,839	$	1,592	$	-	$	8,431

The carrying value of cash and cash equivalents, current trade receivables and other assets and accounts payable and accrued liabilities, approximate their fair value because of the short-term nature of these instruments.

The Company holds warrants exercisable into common shares of public companies and has issued warrants exercisable into common shares of the Company. These warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy.

The Company holds common shares of a private company which are measured at fair value utilizing non-observable market inputs based on specific company information and general market conditions. The fair value of these common shares was determined based on a recent transaction price and thereby classified within Level 3 of the fair value hierarchy. During the period ended September 30, 2026, no gain or loss was recognized on investments classified as Level 3. A 10% change in the transaction price of the privately held common shares would result in a corresponding $2.0 million change in the total fair value of the investment.

The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk, commodity risk and currency risk.

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company’s maximum exposure to credit risk is attributable to cash and cash equivalents and accounts receivable relating to royalty revenues and milestone payments. The credit risk on cash is limited because the Company invests its cash in deposits with well capitalized financial institutions. The Company’s accounts receivable is subject to the credit risk of the counterparties who own and operate the mines underlying the royalty portfolio. In order to mitigate its exposure to credit risk, the Company closely monitors its financial assets.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 18 - Financial Instruments (continued)

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's exposure to interest rate risk arises primarily from its cash and cash equivalents and variable-rate borrowings under its revolving credit facility. Treasury activities are conducted in accordance with policies and procedures approved and monitored by the Board of Directors to manage the Company's financial risks. As at September 30, 2026, the Company had borrowings outstanding under its revolving credit facility (Note 10). Depending on the Company's leverage ratio, amounts drawn on the facility bear interest at SOFR plus 2.25% to 3.50% per annum, while the undrawn portion is subject to a standby fee of 0.50% to 0.78% per annum.

Market Risk

Market risks are the risks that changes in market factors, such as commodity prices, foreign exchange rates or interest rates, will affect the value of the Company’s financial instruments. The Company manages market risks by either accepting them or mitigating them through the use of economic strategies.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its financial obligations as they become due. The Company manages liquidity risk by maintaining sufficient cash balances, monitoring forecasted cash flows and maintaining access to available credit facilities. Management regularly reviews the Company's liquidity requirements, taking into consideration operating cash flows, anticipated expenditures, contractual commitments and financing activities.

The following table summarizes the contractual maturities of the Company's financial liabilities as at September 30, 2026, based on undiscounted contractual cash flows:


	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		After 5 years
Debt	$	30,000	$	-	$	30,000	$	-	$	-
Finance Lease Obligations	552		204		245		103		-
Interest payments	6,086		2,521		3,565		-		-

Total Contractual Obligations	$	36,638	$	2,725	$	33,810	$	103	$	-

The amounts presented represent contractual undiscounted cash flows and may differ from the carrying amounts recognized in the consolidated statements of financial position. Interest payments on the Company's revolving credit facility have been estimated using the outstanding principal balance, applicable interest rates and contractual repayment terms as at September 30, 2026.

The Company believes that its existing cash resources, anticipated operating cash flows and available borrowing capacity under its revolving credit facility will provide sufficient liquidity to meet its financial obligations as they become due.

Commodity Price Risk

The Company’s royalties are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of gold, silver and copper are the drivers of the Company’s profitability. The Company does not hedge any of its future revenue, in order to provide shareholders with full exposure to changes in the market prices of these commodities.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Notes to the Condensed Consolidated Interim Financial Statements

Unaudited - Expressed in U.S. Dollars ($000s), except where indicated

Note 18 - Financial Instruments (continued)

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s transactions are carried out in a variety of currencies, including Pound Sterling, Australian Dollar, Canadian Dollar and US Dollar and it is exposed to movements in the US Dollar against these other currencies. The Company has not hedged its exposure to currency fluctuations.

Sensitivity analysis has been performed to indicate how the profit or loss would have been affected by changes in the exchange rate between the US Dollar and each of these currencies. The analysis is based on a weakening and strengthening of these currencies by 10% against the US Dollar in which the Company has assets and liabilities at the end of each respective period. A movement of 10% reflects a reasonably possible sensitivity when compared to historical movements over a three-to-five-year timeframe. Based on the Company’s non US Dollars denominated monetary assets and liabilities at September 30, 2026, a 10% strengthening in CAD, GBP and AUD relative to the US Dollar would not result in a material impact in the Company’s net income. A 10% increase (decrease) of the value of other currencies relative to the US Dollar does not have a material impact on net income.

Note 19 - Event Subsequent to the Reporting Date

On October 26, 2026, the Company completed the acquisition of four royalty and stream interests from funds managed by Orion Mine Finance Management LP (“Orion”) for cash consideration of $188.0 million and the issuance of 3,942,881 common shares. The acquired portfolio includes interests in the Ruby Hill Complex and Granite Creek in Nevada, the Kouroussa Mine in Guinea, the La Negra Mine in Mexico and the Homestake District in South Dakota.

In connection with the acquisition, the Company increased its revolving credit facility and subsequently drew $180.0 million to partially fund the cash consideration. Further details of the credit facility are provided in Note 10.

The acquisition agreement also includes a gold stream on the Snowy River project in New Zealand, which is expected to close separately in the first quarter of 2027, with the remaining $12.0 million of cash consideration payable upon closing.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Elemental Royalty Corporation
Management's Discussion and Analysis

Three and Nine Months Ended September 30, 2026

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

General

This Management's Discussion and Analysis ("MD&A") for Elemental Royalty Corporation (the "Company", or "Elemental") has been prepared based on information known to management as of November 9, 2026. This MD&A is intended to help the reader understand the consolidated financial statements and should be read in conjunction with the condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2026, together with the audited consolidated financial statements for the year ended December 31, 2025. The condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in United States dollars unless otherwise noted.

Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management's expectations. Readers are encouraged to read the "Forward-Looking Statements" at the end of this MD&A. Additional information related to the Company, including our Annual Information Form ("AIF") and Form 40-F, are available on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Elemental's producing royalties as well as summaries of the Company's advanced royalties, exploration royalties and royalty generation assets. For additional information, please see our website at www.elementalroyalty.com.


Table of Contents
General			2
Description of the Business			3
Strategy			3
Highlights			3
Revenue and GEO Performance			5
Corporate Updates for Q3 2026			7
Key Producing Royalty Updates			8
Development Royalty Updates			10
Royalty Generation Updates			11
Results of Operations			12
Liquidity and Capital Resources			16
Quarterly Information			18
Risk and Capital Management: Financial Instruments			19
Non-IFRS Financial Measures			24


Abbreviated Definitions
Periods under review
"Q4"			The three-month period ended December 31
"Q3"			The three-month period ended September 30
"Q2"			The three-month period ended June 30
"Q1"			The three-month period ended March 31
"H1"			The six-month period ended June 30

Measurement
"GEO"			Gold equivalent ounces
"oz"			Ounce
"t"			Tonne
"lb"			Pound
"Kt"			Thousand tonnes
"Mlbs"			Million pounds
"Tsol"			Total soluble

Interest types
"NSR"			Net smelter return
"GSR"			Gross smelter return
"GRR"			Gross revenue royalty
"NPI"			Net profits interest
"AMR"			Advance minimum royalty
"AAR"			Annual advance royalty

Places and currencies
"U.S."			United States
"$" or "USD"			United States dollars
"C$" or "CAD"			Canadian dollars
"A$" or "AUD"			Australian dollars

Other
"FS"			Feasibility study
"IRR"			Internal rate of return
"LOM"			Life of mine
"NPV"			Net present value
"PEA"			Preliminary Economic Assessment
"PFS"			Pre-feasibility study

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Description of the Business

Elemental is in the business of acquisition and management of mining royalties. Elemental's royalty and mineral property portfolio consists of approximately 20 producing assets and more than 260 royalties across North America, South America, Europe, Africa, and Australia.

The Company's common shares are listed on the Nasdaq Exchange ("NASDAQ") and on the Toronto Stock Exchange ("TSX") under the ticker symbol "ELE".

Strategy

Elemental’s strategy is to pursue disciplined growth through the acquisition and financing of high-quality royalty and streaming interests, with the objective of building a diversified portfolio that generates sustainable cash flow and provides long-term growth potential. The Company focuses on acquiring royalty and stream interests, pursuing strategic investments and financing opportunities, and maintaining balanced exposure to precious and base metals, with an emphasis on precious metals. The key components of Elemental’s business strategy are summarized as follows:

Royalty and Streaming Acquisitions and Financing

Elemental seeks to acquire and finance royalty and streaming interests across a spectrum of asset stages, ranging from producing operations to advanced development projects. The Company targets opportunities in both the precious metals, and base metals. Through disciplined capital allocation and transaction structuring, Elemental aims to build a portfolio that delivers near-term cash flow, long-term growth potential and exposure to commodity price upside.

Royalty Generation

Royalty generation has historically been a complementary component of Elemental’s broader acquisition, financing, and investment strategy. Through these activities, the Company has leveraged in-country geological expertise to originate mineral projects, establish partnerships, and generate royalty interests with long-term upside potential.

As part of its strategy to sharpen its focus on its core royalty and streaming business, the Company is actively pursuing the divestiture of its royalty generation business. This initiative is expected to streamline operations, reduce ongoing expenditures, and allow the Company to concentrate its resources on acquiring and managing royalty and stream interests.

Highlights

Q3 2026 continued with strong performance across Elemental’s diversified portfolio, supported by favourable commodity prices and contributions from key producing assets, including Caserones, Timok, Karlawinda, Bonikro, and Leeville. The quarter continued to further demonstrate the advantages of the Company's expanded scale and diversification following the merger with EMX Royalty Corporation in late 2025.

A key highlight of the quarter was the successful completion of the acquisition of Vizsla Royalties Corp. ("Vizsla"), adding a significant royalty interest over the high-grade Panuco silver-gold project in Mexico. The acquisition further strengthens Elemental's portfolio, increases its silver exposure and adds a cornerstone development-stage asset with meaningful long-term growth potential.

During the quarter, Elemental also announced the acquisition of a portfolio of five streams and royalties from Orion Mine Finance for approximately $290 million, further expanding its portfolio of cash-generating assets. Subsequent to quarter-end, the Company completed the acquisition of four of the five assets, with the acquisition of the remaining asset expected to close in the first quarter of 2027. The Company also increased its revolving credit facility to $250 million, plus a $50 million accordion, providing additional financial flexibility to support its growth strategy. In addition to these developments, Elemental announced plans to divest its royalty generation business to streamline operations and focus on its core royalty and streaming portfolio. Such divestment is expected to significantly reduce general and administrative costs.

Elemental continued to return capital to shareholders through its normal course issuer bid and the declaration of its third quarterly dividend of $0.03 per share. Supported by its expanded portfolio, disciplined capital allocation and continued growth, Elemental remains well positioned to deliver long-term shareholder value.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Summary of Financial Highlights for the Three and Nine Months Ended September 30, 2026 and 2025:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars, except GEOs)	2026		2025		2026		2025

Statement of Income
Revenue	$	20,813	$	6,863	$	68,923	$	27,596
General and administrative costs	5,965		2,782		17,154		6,625
Royalty generation expenses, net	1,408		-		3,925		-
Income from operations	8,302		1,419		21,251		7,238
Net income	$	3,753	$	1,373	$	8,434	$	4,981

Statement of Cash Flows
Cash flows from operating activities	$	13,191	$	4,014	$	43,217	$	19,608
Cash flows from investing activities	(92,638)		(16,261)		(100,716)		(8,933)
Cash flows from financing activities	$	28,163	$	2,378	$	27,298	$	(688)

Non-IFRS Financial Measures and Other Data1
Revenue plus attributable share of Caserones	$	20,813	$	8,216	$	68,923	$	31,974
Adjusted cash flows from operating activities	$	13,191	$	5,030	$	43,217	$	22,734
Adjusted EBITDA	$	16,617	$	6,190	$	51,795	$	26,445
GEOs sold	4,861		2,362		15,092		10,136
Average gold price ($/oz)	$	4,282	$	3,478	$	4,567	$	3,154

					September 30,		December 31,
Statement of Financial Position					2026		2025

Cash and cash equivalents					$	22,977	$	53,143
Working capital					$	64,799	$	80,064
Borrowings					$	28,090	$	—

Non-IFRS Financial Measures1:

The Company had revenue plus attributable share of Caserones, and adjusted EBITDA of the following:

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Revenue and GEO1 Performance

The following table summarizes the Company’s revenue from royalty interests during the three and nine months ended September 30, 2026 and 2025:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Ballarat	$	918	$	622	$	2,683	$	1,709
Bonikro	5,261		2,578		16,420		8,000
Caserones2	3,074		-		16,564		-
Gediktepe	584		-		2,278		-
Karlawinda	2,893		2,131		8,811		6,158
Korali-Sud	-		1,047		-		10,208
Leeville	1,573		-		5,759		-
Timok	2,573		-		7,042		-
Other producing royalties	2,590		485		7,032		1,521
Advanced royalty payments	125		-		293		-
Total royalty revenue	$	19,591	$	6,863	$	66,882	$	27,596

Option, property and other revenue	1,222		-		2,041		-
Caserones (before reclassification)2	-		1,353		-		4,378
Revenue plus attributable share of Caserones1	$	20,813	$	8,216	$	68,923	$	31,974

The following table summarizes the Company’s GEOs1 during the three and nine months ended September 30, 2026 and 2025:


	Three months ended September 30,		Nine months ended September 30,
	2026	2025	2026	2025

Ballarat	214	179	588	530
Bonikro	1,229	741	3,594	2,482
Caserones2	718	-	3,587	-
Gediktepe	136	-	493	-
Karlawinda	676	613	1,937	1,915
Korali-Sud	-	301	-	3,372
Leeville	368	-	1,259	-
Timok	601	-	1,551	-
Other producing royalties	605	139	1,560	475
Advanced royalty payments	29	-	65	-
Total GEOs from royalty interests	4,576	1,973	14,634	8,774

Option, property and other revenue	285	-	458	-
Caserones (before reclassification)2	-	389	-	1,362
Total GEOs	4,861	2,362	15,092	10,136

Had the Orion transaction closed on August 1, 2026, the effective date from which the Company is entitled to the economic benefits of the acquired assets, the Kouroussa stream would have contributed an additional $1.5 million in revenue and 353 GEOs during the quarter ended September 30, 2026. For accounting purposes, this revenue will be treated as a reduction of the purchase price rather than recognized as revenue.

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

2 The Caserones royalty is held by Sociedad Legal Minera California Una de la Sierra Peña Negra (“SLM California”) in which the Company held an effective 67.1% equity interest as at September 30, 2026. Effective November 13, 2025, the Company discontinued accounting for SLM California as an investment in associate and began recognizing its proportionate share of assets, liabilities, revenues and expenses of the entity.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Guidance

Please see our “Forward-Looking Statements” below for more details on our guidance.


	2026 Original Guidance	2026 Updated Guidance	Q3 YTD 2026 Results
GEO Sales from existing portfolio1	17,000 to 21,000	18,000 to 20,500	15,092
Revenue from existing portfolio	$76.5 to $94.5 million	$80.5 to $90.5 million	$68.9 million

Elemental has updated its 2026 guidance for its existing portfolio to 18,000 – 20,500 gold equivalent ounces ("GEOs"), compared to guidance of 17,000 – 21,000 GEOs reported in Q2 2026.

In addition, the Company expects an economic contribution equivalent to approximately 1,500 GEOs from the Orion portfolio for the period from August 1 to December 31, 2026, bringing total expected contributions to 19,500 – 22,000 GEOs on an economic basis. Under the terms of the Orion acquisition, Elemental is entitled to all royalty and stream economics from August 1, 2026. However, for financial reporting purposes, the Company will only recognize revenue and GEOs generated subsequent to the closing date of the acquisition on October 26, 2026.

Based on performance during the first three quarters of 2026 and current expectations for the underlying assets, the Company remains on track to achieve its updated 2026 GEO sales guidance. The Company's updated guidance assumes a commodity price of $4,000/oz gold and $6.00/lb copper for the remaining three months of 2026.

Guidance in 2026 is based on public forecasts, other disclosure by the owners and operators of our assets, historical performance, and management’s understanding of the underlying producing assets.

Portfolio Growth

Elemental continues to advance a disciplined growth strategy focused on building a globally diversified portfolio of high-quality royalty and streaming interests, with a primary emphasis on gold and precious metals. The portfolio combines cash-generating, producing assets, including cornerstone royalties such as Karlawinda, with a material growth pipeline through exposure to development-stage assets such as Laverton and Dugbe. This precious metals focus is complemented by selective exposure to large-scale base metals operations including Caserones and Timok, which provide diversification across commodities, jurisdictions, and operators. Together these assets underpin a growing and diversified revenue base, while offering substantial long-term upside through production growth, exploration success and mine life extensions.

During the third quarter, Elemental completed the acquisition of Vizsla representing a significant advancement of this precious metals strategy. The transaction added a substantial royalty interest over the high-grade Panuco silver-gold project in Mexico, further increasing the scale and quality of Elemental’s portfolio and enhancing its exposure to silver. Panuco represents a cornerstone development-stage asset with the potential to generate meaningful future royalty revenue as the project advances towards production, while also providing substantial exploration and mine life extension optionality.

In September 2026, Elemental announced the acquisition of a portfolio of five precious metals streams and royalties from Orion Mine Finance for total consideration of $290.0 million. Subsequent to quarter-end, the Company completed the acquisition of four of the five assets, with the remaining asset expected to close in the first quarter of 2027, subject to regulatory approvals. The acquisition further expands the Company's portfolio of cash-generating assets, increases its precious metals exposure and provides additional long-term growth potential.

Near to medium-term portfolio growth is expected to be supported by continued development, optimization, and exploration activities at several key assets. At Timok, ongoing advancement of both the Upper and Lower Zone projects provides exposure to a world-class copper-gold system with significant scale potential. In addition, recent exploration success in the broader Timok district, including the Malka Golaja discovery, highlights the prospectivity of the regional land package and reinforces the long-term optionality of Elemental’s royalty interest. While the ultimate impact of such discoveries remains subject to further delineation and development by the operator, management views these results as encouraging indicators of the district’s geological potential.

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Elemental’s exposure to precious metals growth is anchored by cornerstone assets such as Karlawinda, a long-life gold operation in Western Australia. During the third quarter of 2026, operator Capricorn Metals completed construction of the Karlawinda processing plant expansion, increasing capacity to approximately 6.5 million tonnes per annum and supporting an annual gold production capacity of approximately 150,000 ounces per annum. Capricorn also announced an increase in mineral reserves during the period, further strengthening the operation’s long-term production outlook. Together with ongoing mining activities and regional exploration, these developments support stable production and incremental upside over time, and increased royalty revenue for Elemental.

The Laverton royalty, acquired in two separate transactions in February 2021 and September 2025, further enhances the Company’s exposure to a highly prospective gold district in Western Australia. The operator, Genesis Mining, has increased exploration activity and continues to evaluate an expansion of the Laverton processing plant, while Beasley Creek, covered by both royalties, has been identified as a potential source of initial feed for the Laverton Mill. The acquisition of the Dugbe royalty in Liberia adds additional development-stage gold optionality. Together, these assets support the near- to medium-term pipeline of exploration-driven growth potential and reinforce Elemental’s strategy of acquiring royalties over large land packages in established mining camps with high-quality operators.

In addition to its core precious metals weighting, Elemental benefits from exposure to established and operating base metal assets such as Caserones, a large-scale copper mine where continued operational optimization and exploration efforts may contribute to sustained production and potential mine life extension. During the third quarter, the Company also increased its royalty interest in the Chapi project in Peru and participated in a $20.0 million private placement in Quilla Resources, an owner of the Chapi Mine. These investments provide additional copper exposure and long-term development optionality.

Elemental remains well positioned to pursue additional accretive royalty and streaming opportunities across its targeted commodities. Management continues to evaluate a robust pipeline of potential transactions, reflecting sustained interest from mining companies seeking non-dilutive sources of capital. The Company’s expanded portfolio, established credit facility and scalable business model provide a strong foundation to support disciplined capital allocation and future growth opportunities.

Management believes Elemental’s gold-focused, diversified asset base, strengthened liquidity position, disciplined growth strategy, and aligned shareholder support provide a solid foundation for long-term value creation.

Corporate Updates for Q3 2026

Quarterly Dividend Declared

During the period, the Company paid the second quarterly dividend of $0.03 per common share, totaling approximately $1.9 million, which was declared on June 18, 2026. On September 17, 2026, the Company declared its third quarterly dividend of $0.03 per common share, payable to shareholders of record as at September 30, 2026. The dividend was accrued as at September 30, 2026 and subsequently paid on October 15, 2026, totaling approximately $2.2 million. Shareholders who made a valid election were able to receive their dividend in the form of Tether Gold XAU₮ tokens in lieu of cash.

Vizsla Royalties Acquisition

On September 14, 2026, the Company completed its previously announced acquisition of all issued and outstanding common shares of Vizsla Royalties Corp. by way of a court-approved plan of arrangement. Under the terms of the transaction, the Company paid aggregate cash consideration of approximately C$82 million and issued 8,105,440 common shares to former Vizsla shareholders, representing approximately 11.2% of the Company's issued and outstanding common shares immediately following closing. To partially fund the cash consideration, the Company drew $30.0 million from its revolving credit facility in connection with the acquisition.

The acquisition provides the Company with life-of-mine 2.0%–3.5% NSR royalties over the Panuco silver-gold project in Mexico, an advanced development-stage project, and new cornerstone asset within the Company's portfolio. The royalties are uncapped and have no buyback or step-down provisions, providing significant long-term exposure to future production and exploration potential.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Orion Royalty and Streaming Portfolio

On September 21, 2026, the Company entered into definitive agreements with funds managed by Orion Mine Finance Management LP to acquire a portfolio of five precious metals streams and royalties for aggregate consideration of $290.0 million, comprising $200.0 million in cash and $90.0 million in common shares of the Company. The portfolio includes producing and development-stage assets across several jurisdictions and is expected to materially increase the Company's revenue and cash flow generation.

Subsequent to September 30, 2026, on October 26, 2026, the Company completed the acquisition of four of the five assets, including the Ruby Hill Complex and Granite Creek silver stream, the Kouroussa gold stream, the Homestake District royalty and the La Negra royalty. The consideration paid at closing comprised $188.0 million in cash and 3,942,881 common shares. To partially fund the cash consideration, the Company drew $180.0 million from its revolving credit facility in connection with the transaction. The acquisition of the remaining Snowy River gold stream is expected to close separately in the first quarter of 2027, subject to regulatory approvals in New Zealand.

Strategic Divestment of Royalty Generation Business

On September 21, 2026, in conjunction with the Orion portfolio acquisition, the Company announced that it had entered into a non-binding agreement with Carlin East Inc. to divest its royalty generation business. The proposed transaction includes the transfer of wholly-owned exploration projects and the management and shared ownership of certain option agreements and selected early-stage exploration royalties. As consideration, the Company would receive an equity interest of up to 19.9% in Carlin East Inc., providing continued exposure to future royalty generation opportunities. The transaction is intended to simplify the Company's corporate structure, reduce operating costs and increase its focus on producing and development-stage royalty and streaming assets.

Quilla Resources Investment Package

On July 15, 2026, the Company announced the completion of a strategic $25.0 million royalty and equity investment package with Quilla Resources Inc. ("Quilla") and its subsidiary, Minera Pampa de Cobre S.A.C., in relation to the producing Chapi copper project in Peru.

As part of the transaction, the Company acquired an additional perpetual, uncapped 1.0% NSR royalty over the Pampa Negra and Candelaria concessions for $5.0 million, increasing its royalty interest over these areas to 3.0%. The portion of the royalty covering the Candelaria concessions steps down to 2.0% in July 2034.

Also included in the transaction, the Company completed a $20.0 million equity investment in Quilla, representing an approximate 9% ownership interest. The investment package was funded from cash and is intended to support exploration and the planned expansion of Chapi's copper cathode plant.

Revolving Credit Facility Amendment

In connection with the Orion portfolio acquisition, the Company announced on September 21, 2026 that it had secured a commitment to increase its existing revolving credit facility from $150.0 million to $250.0 million, retaining an additional $50.0 million accordion feature. Subsequent to September 30, 2026, on October 26, 2026, the Company completed the amendment with National Bank of Canada, Canadian Imperial Bank of Commerce and The Bank of Nova Scotia. The amended facility has a three-year term, with amounts drawn bearing interest at SOFR plus 2.25%–3.50% per annum, depending on the Company's leverage ratio. The increased facility was utilized primarily to fund the Orion portfolio acquisition. As of the date of this MD&A, the Company had $210.0 million outstanding under the revolving credit facility.

Key Producing Royalty Updates

Caserones, Chile - Copper and Molybdenum - Effective 1.304% NSR Lundin Mining Corporation

For the three and nine months ended September 30, 2026, the Company’s effective share of the royalty revenue in Caserones totaled $3.1 million and $16.6 million, respectively (2025 - $1.4 million and $4.4 million, respectively). The Company's realized revenue in 2025 on the interest acquired from the EMX acquisition only relates to revenue after November 13, 2025, the closing date of the EMX acquisition. Had the merger taken place on January 1, 2025, for the three and nine months ended September 30, 2025, the Company would have generated royalty revenue of $3.5 million and $12.0 million, respectively.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Caserones produced 15,015 tonnes of copper in Q3 2026 compared to 35,270 tonnes in Q3 2025. Production was significantly impacted by severe winter storms, which resulted in prolonged power outages and temporary suspensions of operations totalling approximately 30 days. Mining activities during the quarter were primarily focused on Phase 6, with some contribution from Phase 7.

The impacts of the storms have continued into the fourth quarter, with snowmelt reducing haulage rates and limiting ore deliveries to the mill. As a result, Lundin Mining further revised its 2026 copper production guidance to 105,000 to 115,000 tonnes, compared to its previous guidance of 120,000 to 130,000 tonnes. Lundin Mining noted that the production shortfall represents deferred rather than lost production, with operational performance expected to recover through 2027.

Karlawinda, Australia - Gold - 2% NSR Capricorn Metals Ltd.

For the three and nine months ended September 30, 2026, Elemental earned royalty revenue of $2.9 million and $8.8 million, respectively, from the Karlawinda royalty (2025 - $2.1 million and $6.2 million, respectively). The variances period over period are substantially related to increases in realized gold prices, partially offset by variable production volumes. Gold production for the three and nine months ended September 30, 2026 was 31,218 ounces and 90,013 ounces, respectively, compared to 32,318 ounces and 95,133 ounces in the comparative periods.

During the quarter, Capricorn Metals Ltd. (ASX: CMM) (“Capricorn”) completed construction and commissioning of the Karlawinda Expansion Project. The expanded processing plant commenced continuous operations in September 2026, increasing processing capacity to approximately 6.5 million tonnes per annum and supporting targeted annual gold production of approximately 150,000 ounces per annum. The expanded processing facilities were successfully commissioned on low-grade feed and have since transitioned to run-of-mine grade for the final quarter of 2026.

Capricorn also announced an increase in Mineral Reserves at Karlawinda, supporting an approximately 10-year mine life at the expanded processing capacity. Refer to Elemental’s July 29, 2026 news release for further details.

Timok (Čukaru Peki), Serbia - Copper and Gold - 0.3625% NSR Zijin Mining Corporation

For the three and nine months ended September 30, 2026, Elemental earned royalty revenue of $2.6 million and $7.0 million, respectively, from the Timok royalty (2025 - $Nil and $Nil, respectively). The Company's realized revenue in 2025 only relates to revenue after November 13, 2025, the closing date of the EMX acquisition. Had the merger taken place on January 1, 2025, for the three and nine months ended September 30, 2025, the Company would have generated royalty revenue of $1.6 million and $4.8 million, respectively.

Expansions and optimizations continue at the Upper Zone with ongoing advancement of multi-level mining; Phase 1 of the Lower Zone is progressing with key works including shafts and conveyor declines on track. At the Malka Golaja Project, exploration drilling is progressing as planned with preliminary work and infrastructure implementation underway.

Bonikro, Cote d'Ivoire - Gold - Up to 4.5% NSR, capped at 560,000 ounces Allied Gold Corp.

For the three and nine months ended September 30, 2026, Elemental earned royalty revenue of $5.3 million and $16.4 million, respectively from the Bonikro royalty (2025 - $2.6 million and $8.0 million, respectively). The significant increase in revenue in both periods was due to strong metal prices, and increases in applicable sales. Elemental's royalty area continues to be exposed to high production volumes, which has benefitted from higher grade ore throughput following the large waste stripping campaign completed in 2025. For the three and nine months ended September 30, 2026, Bonikro produced 28,643 and 89,598 ounces of gold, respectively, compared to 21,953 and 67,399 ounces of gold in the comparative periods.

As of the end of the period, approximately 256,000 ounces are remaining before the royalty cap is reached.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Leeville, USA - Gold - 1.0% GSR Nevada Gold Mines

For the three and nine months ended September 30, 2026, Elemental earned royalty revenue of $1.6 million and $5.8 million from Leeville (2025 - $Nil and $Nil, respectively). The Company's realized revenue only relates to revenue after November 13, 2025, the closing date of the EMX acquisition. Had the merger taken place on January 1, 2025, for the three and nine months ended September 30, 2025, the Company would have generated royalty revenue of $1.5 million and $3.8 million, respectively. The increase in royalty revenue for the three-month period was primarily attributable to higher realized gold prices, partially offset by lower gold production. For the nine-month period, the increase was driven by both higher realized gold prices and increased gold production. For the three and nine months ended September 30, 2026, Leeville sold 37,259 and 126,390 ounces of gold, respectively, compared to 43,474 and 118,466 ounces in the comparative periods.

Other Producing Royalties

For information related to the other royalty properties see the "Results from Operations" section below.

Development Royalty Updates

Panuco, Mexico - Silver - 2.0% - 3.5% NSR - Feasibility Study Vizsla Silver Corporation

During the quarter, Vizsla Silver Corporation (TSX: VZLA) (“Vizsla Silver”) stated that recent progress has centered on engineering, procurement and strengthening the development team, including the August appointment of Luis Lázaro as President, Mexico, to oversee permitting, construction and operations. EPCM and mine design contracts have been awarded, while key permit applications remain under review. Vizsla Silver is targeting first silver production in H2 2028, subject to outstanding permitting and environmental approvals.

The 2025 Feasibility Study outlines a high-grade underground operation producing an average 17.4 Moz AgEq annually over an initial 9.4-year mine life, including approximately 20.1 Moz AgEq per annum over the first five years. Elemental’s royalty interests cover 100% of currently defined resources on the project.

Laverton, Australia - Gold - 2.0% - 4.0% GRR - Resource Development Genesis Minerals Limited

During the quarter, Genesis Minerals Limited (ASX: GMD) (“Genesis”) continued to advance growth opportunities across the Laverton district, including exploration and development activities aimed at increasing future production and optimizing processing capacity.

On July 14, 2026, Genesis announced a proposed merger with Vault Minerals Limited (ASX: VAU) (“Vault”), expected to create opportunities for operational synergies and optimization of ore sources and processing infrastructure across the combined portfolio. Subsequent to the quarter, Genesis confirmed that the proposed merger remained on track for completion in November 2026, subject to shareholder and court approvals. Genesis also announced plans to undertake a strategic review of the combined asset portfolio, including opportunities to accelerate development of the ex-Focus Laverton deposits, and expand exploration activities, with an updated strategic plan targeted for the second quarter of 2027.

Diablillos, Argentina - Silver and Gold - 1.0% NSR - Feasibility Study AbraSilver Resource Corp.

During the quarter, AbraSilver Resource Corp. (TSX: ABRA) (“AbraSilver”) continued to advance the Diablillos silver-gold project toward construction following the completion of its Definitive Feasibility Study and receipt of key environmental approvals in the second quarter of 2026.

In July 2026, AbraSilver completed a C$50.0 million bought-deal public offering and a concurrent private placement to support project development activities. In August, AbraSilver awarded a bridging engineering contract to Worley to advance detailed engineering, procurement planning and other activities, supporting a final investment decision targeted for the second quarter of 2027. Exploration activities also continued across the Diablillos property, with ongoing drilling identifying additional mineralization and highlighting opportunities for future resource expansion.

Subsequent to the quarter, AbraSilver reported further positive exploration results from the Oculto deposit, reinforcing the project's exploration potential.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Cactus & Parks/Salyer, USA - Copper - 0.50% - 0.54% NSR - Pre-Feasibility Study Hudbay Minerals Inc.

During the quarter, Hudbay Minerals Inc. (NYSE: HBM) (“Hudbay”) continued to advance the Cactus copper project following its acquisition of Arizona Sonoran Copper Company Inc. in June 2026. Hudbay commenced integrating Cactus into its broader Arizona development strategy, with plans to advance the project alongside its Copper World development.

Hudbay expects to spend approximately $30 million at Cactus during the second half of 2026 to advance an updated Pre-Feasibility Study, undertake site de-risking and exploration activities, and support ongoing project development. The updated Pre-Feasibility Study is expected to be completed in the second half of 2027. The combined portfolio is expected to provide opportunities for operational and infrastructure synergies between the Cactus and Copper World projects.

Viscaria, Sweden - Copper - 0.5% - 1.0% NSR - Mine Development Gruvaktiebolaget Viscaria

During the quarter, Gruvaktiebolaget Viscaria (“Viscaria”) continued advancing construction and development activities at the Viscaria copper project in Kiruna, Sweden. In August 2026, Viscaria entered into a strategic supply and service agreement with Sandvik, followed by an agreement with Metso in September for the delivery of key processing equipment, including crushing, flotation and filtration systems. These agreements represent significant milestones in advancing the project toward production, with construction and infrastructure development activities continuing throughout the period.

Subsequent to the quarter, Viscaria announced that the project had been granted strategic status by the European Union, recognizing its importance to Europe's critical raw materials supply chain. The operator continues to advance the project toward the planned commencement of copper production.

Western Queen, Australia - Gold - 2.5% NSR; and 2.0% GSR on other metals - Scoping Study Rumble Resources Limited

During the quarter, Rumble Resources Limited (ASX: RTR) (“Rumble”) continued advancing development activities at the Western Queen gold project following the execution of a five-year toll milling and blending agreement earlier in 2026. Activities included progressing mine planning, permitting and preparations for pit dewatering and underground development.

Subsequent to the quarter, Rumble released an updated Mineral Resource Estimate and Scoping Study for the Western Queen Gold Project, demonstrating the potential for a significantly longer mine life, and more than double the gold production compared to the previous study in November 2025. The updated mine plan contains a production target of 115,000 ounces of gold over approximately four years, with underground stoping expected to commence in December 2027.

The current production target incorporates only 30% of total resources, with infill drilling offering scope to convert additional Inferred Resources to the Indicated category and support their inclusion in the mine plan. Mineralisation at Western Queen South and Western Queen Central remains open at depth and down plunge, highlighting the potential for deeper drilling to extend resources beyond their currently defined limits.

Rumble continues to target completion of a Feasibility Study and a potential decision to mine during the fourth quarter of 2026, subject to study results, financing and regulatory approvals.

Other Development Royalties

See www.elementalroyalty.com for information on the other development royalty properties.

Royalty Generation Updates

In Q3 2026, the Company's royalty generation business remained active in North America, Europe, and Türkiye. The Company incurred $1.4 million in net royalty generation costs during Q3 2026 compared to $Nil in Q3 2025. These expenses include exploration-related activities, project marketing, and legal costs.

On September 21, 2026, the Company announced that it had entered into a non-binding agreement with Carlin East Inc. ("Carlin East") to divest its royalty generation business, including wholly owned exploration projects and certain interests in option agreements and early-stage exploration royalties. Under the proposed transaction, Elemental would receive an approximately 19.9% equity interest in Carlin East, with a deemed value of $8.5 million, while retaining its existing portfolio of over 100 early-stage royalties and sharing in certain future royalty interests and payments associated with the transferred assets.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

The proposed transaction represents a strategic shift toward a more streamlined business model focused on acquiring and managing cash-generating royalty and streaming assets. Upon completion, the Company expects to reduce annual cash operating expenses by more than 25%, while maintaining meaningful exposure to future royalty generation opportunities through its equity interest in Carlin East and retained royalty interests. The transaction is expected to improve operating leverage, increase free cash flow conversion and allow management to focus resources on the Company's growing portfolio of producing and development-stage assets.

Completion of the proposed transaction remains subject to the execution of definitive agreements, completion of Carlin East's financing and other customary conditions. For additional details on Elemental's royalty portfolio, refer to the Company's website, www.elementalroyalty.com.

Qualified Persons

Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and consultant of the Company, has reviewed, verified, and approved the above technical disclosure.

Results of Operations


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars, except GEOs)	2026		2025		2026		2025

Financial results
Revenue	$	20,813	$	6,863	$	68,923	$	27,596
Depletion of royalty interests	(6,645)		(2,449)		(23,401)		(11,452)
General and administrative expenses	(5,965)		(2,782)		(17,154)		(6,625)
Royalty generation expenses, net	(1,408)		-		(3,925)		-
Share-based payments	(1,201)		(678)		(4,970)		(1,991)
Share of (loss) profit from associates	(2)		542		(12)		1,594
Losses on disposals	(92)		(77)		(335)		(1,884)
Impairment charges	-		-		(677)		-
Other income	2,802		-		2,802		-
Income from operations	$	8,302	$	1,419	$	21,251	$	7,238
Gains (losses) from other items	(1,822)		269		(3,203)		409
Tax expense	(2,727)		(315)		(9,614)		(2,666)
Net income	$	3,753	$	1,373	$	8,434	$	4,981

Non-IFRS Financial Measures1
Revenue plus attributable share of Caserones	$	20,813	$	8,216	$	68,923	$	31,974
Adjusted cash flows from operating activities	$	13,191	$	5,030	$	43,217	$	22,734
Adjusted EBITDA	$	16,617	$	6,190	$	51,795	$	26,445
GEOs sold	4,861		2,362		15,092		10,136
Average gold price ($/oz)	$	4,282	$	3,478	$	4,567	$	3,154

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Revenue

The Company earns various sources of revenue including royalty revenue and option revenue earned from mineral property agreements such as execution payments, staged option payments, and operator and management fees.

During the three and nine months ended September 30, 2026 and 2025, the Company had the following sources of revenue:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Royalty revenue	$	19,591	$	6,863	$	66,882	$	27,596
Option, property and other revenue	1,222		-		2,041		-
Total	$	20,813	$	6,863	$	68,923	$	27,596

Non-IFRS Financial Measures1
Revenue plus attributable share of Caserones	$	20,813	$	8,216	$	68,923	$	31,974

For the three months ended September 30, 2026 and 2025:

Royalty revenue for the three months ended September 30, 2026 increased by $12.7 million or 185% when compared to Q3 2025. Revenue increased primarily due to contributions from producing royalty assets acquired through the EMX acquisition in Q4 2025. Additionally, revenue benefited from significantly higher gold and copper prices, along with continued strong production from both Karlawinda and Bonikro. These increases were partially offset by a decrease at Korali-Sud, where production has remained outside the Company's royalty area.

The Company also recognized a A$1.0 million discovery bonus associated with the Company's SKO royalty, triggered by the identification of a new standalone gold reserve of at least 250,000 ounces.

Revenue plus attributable share of Caserones increased by $12.6 million or 153% when compared to Q3 2025.

For the nine months ended September 30, 2026 and 2025:

Royalty revenue for the nine months ended September 30, 2026 increased by $39.3 million or 142% when compared to the corresponding period in 2025. Revenue increased primarily due to the recognition of producing royalty assets acquired through the EMX acquisition in Q4 2025, with significant contributions from Caserones, Leeville and Timok. Additionally, revenue benefited from significantly higher gold and copper prices, along with strong production from both Karlawinda and Bonikro. Bonikro also benefited from approximately 8koz of additional sales of inventory carried over from Q4 2025. These increases were partially offset by a decrease at Korali-Sud, where production has remained outside the Company's royalty area.

Option, property and other revenue also increased during the period, primarily attributable to the SKO discovery bonus discussed above.

Revenue plus attributable share of Caserones increased by $36.9 million or 116% when compared to the corresponding period in 2025.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

The breakdown of the Company's revenue plus attributable share of Caserones over the past eight quarters and the revenue allocation by metal group for 2026 are as follows:

Option, property and other revenue will fluctuate based on deal flow and the structure of property agreements, including execution payments, staged option payments, and operator or management fees. Execution payments may consist of cash and the fair value of equity interests received in partners.

General and Administrative Expenses

General and administrative ("G&A") expenses for the three and nine months ended September 30, 2026 and 2025, comprised of the following:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Salaries, fees and employee benefits	$	3,937	$	1,222	$	10,053	$	3,279
Professional fees and consulting fees	1,171		490		3,537		1,092
Marketing and promotion	151		67		435		240
Listing and filing fees	87		117		480		195
Corporate administration	496		254		1,840		751
Project evaluation and transaction related expenses	123		632		809		1,068
Total	$	5,965	$	2,782	$	17,154	$	6,625

For the three months ended September 30, 2026 and 2025:

G&A costs of $6.0 million were incurred for the three months ended September 30, 2026 compared to $2.8 million in Q3 2025. G&A expenditures will fluctuate from period to period depending on the level of activity and deal flow. Some of the changes in 2026 compared to 2025 are related to:

•The $2.7 million increase in salaries, fees and employee benefits was primarily attributable to higher corporate headcount following the merger with EMX in the fourth quarter of 2025. The increase was also due to severance costs incurred during the quarter in connection with management succession and corporate restructuring initiatives aimed at improving operational efficiencies.

•The $0.7 million increase in professional fees primarily reflects increased regulatory and compliance costs, and tax planning initiatives, which will lead to future cost savings.

•The $0.2 million increase in administrative costs primarily reflects incremental IT and office-related costs, higher corporate insurance premiums, and increased travel expenditures associated with company-wide integration activities.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

•The decrease in project evaluation and transaction-related expenses was primarily attributable to due diligence activities undertaken during the period relating to royalty assets acquired during the quarter or subsequently closed. Accordingly, these costs were capitalized as part of the related royalty assets or recorded as deferred acquisition costs, rather than expensed as incurred.

For the nine months ended September 30, 2026 and 2025:

G&A costs of $17.2 million were incurred for the nine months ended September 30, 2026 compared to $6.6 million in 2025. G&A expenditures will fluctuate from period to period depending on the level of activity and deal flow. Some of the changes in 2026 compared to 2025 are related to:

•The $6.8 million increase in salaries, fees and employee benefits was attributable to the same factors discussed above for the three-month period, primarily higher corporate headcount following the EMX merger and severance costs associated with management succession and corporate restructuring initiatives.

•The $2.4 million increase in professional fees primarily reflects increased audit, regulatory and compliance costs, legal costs associated with the declaration and implementation of the Company’s inaugural dividend, and tax planning initiatives.

•The $1.1 million increase in administrative costs primarily reflects incremental IT and office-related costs, higher corporate insurance premiums, and increased travel expenditures associated with company-wide integration activities.

Depletion

For the three months ended September 30, 2026 and 2025:

The Company recognized depletion of $6.6 million for Q3 2026 (Q3 2025 - $2.4 million). The increase was primarily attributable to the inclusion of producing royalties acquired through the merger with EMX. Additionally, depletion was higher due to the reclassification of Caserones from an investment in associate to a royalty interest in Q4 2025 as well as a significant increase in production at Bonikro.

For the nine months ended September 30, 2026 and 2025:

The Company recognized depletion of $23.4 million for the nine months ended September 30, 2026 (2025 - $11.5 million). The increase was primarily attributable to the inclusion of producing royalties acquired through the merger with EMX. Additionally, depletion was higher due to the reclassification of Caserones from an investment in associate to a royalty interest in Q4 2025 as well as a significant increase in production at Bonikro. These inclusions were partially offset by a substantial decrease in production at Korali-Sud compared to 2025.

Share-based Payments

During the three and nine months ended September 30, 2026 the Company recorded a total of $1.2 million and $5.0 million, respectively in aggregate share-based payments compared to $0.7 million and $2.0 million, respectively, for the comparative period in 2025. The aggregate share-based payments related to the annual equity grant and vesting of stock options, restricted share units and deferred share units. The increase in share-based payments was mainly due to the increase in head count as a result of the merger with EMX.

Other

During the three months ended September 30, 2026, the Company had an unrealized loss of $2.2 million (Q3 2025 - $0.0 million) related to the revaluation of financial instruments. The unrealized loss in the current period was primarily attributed to the revaluation of the warrant liability. Due to the increase in the Company's share price in Q3 2026, the Company recognized a loss of $1.1 million on the revaluation of the warrant liability. The remaining unrealized loss on revaluation of financial instruments relates to revaluation of marketable securities.

During the nine months ended September 30, 2026, the Company had an unrealized loss of $3.7 million (2025 - $0.0 million) related to the revaluation of financial instruments. The unrealized loss in 2026 was primarily attributed to the revaluation of the warrant liability. Due to the increase in the Company's share price in 2026, the Company has recognized a loss of $2.4 million on the revaluation of the warrant liability. The remaining unrealized loss on revaluation of financial instruments relates to revaluation of marketable securities and outstanding deferred consideration.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Taxes

During the three and nine months ended September 30, 2026, the Company recorded a tax expense of $2.7 million and $9.6 million, respectively (2025 - $0.3 million and $2.7 million, respectively). The increase is a result of additional withholding taxes paid on increased royalty revenue, as well as the reclassification of the Caserones royalty from an investment in associate to royalty interest. Due to this reclassification, the income tax related to Caserones is now classified as income tax rather than being included in equity income from investment in associated entities.

Liquidity and Capital Resources

The Company considers items included in shareholders' equity as capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The condensed consolidated interim financial statements have been prepared using IFRS Accounting Standards applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months. As at September 30, 2026, the Company had working capital surplus (current assets less current liabilities) of $64.8 million (December 31, 2025 - $80.1 million).

The Company has continuing royalty revenue that will vary depending on royalty ounces received and the price of minerals, and other pre-production income. The Company also receives additional cash inflows from the recovery of expenditures from project partners and sales of investments. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, renegotiate terms of debt, or return capital to shareholders.

The Company is not subject to externally imposed capital requirements other than those associated with its revolving credit facility. As at September 30, 2026, the Company had $30.0 million in outstanding debt and $120.0 million of available credit under its $150.0 million revolving credit facility, which included an additional $50.0 million accordion feature.

Subsequent to September 30, 2026, the Company increased the size of its revolving credit facility to $250.0 million, with an additional $50.0 million accordion feature, and drew an additional $180.0 million to partially fund its recent acquisitions. Following the additional drawdown, the Company had $210.0 million in outstanding debt and $40.0 million of undrawn credit capacity plus the $50.0 million accordion.

Operating Activities

Cash provided by operating activities for the three and nine months ended September 30, 2026 was $13.2 million and $43.2 million, respectively (2025 - $4.0 million and $19.6 million, respectively), and adjusted cash provided by operating activities1 for the period was $13.2 million and $43.2 million, respectively (2025 - $5.0 million and $22.7 million, respectively) and represents royalty income received in the period, offset by expenditures primarily on general and administrative expenses and royalty generation. There is no adjustment to cash flows from operating activities in 2026 due to the reclassification of the Caserones royalty from an investment in associated entity to a royalty interest on November 13, 2025. Adjusted cash flows from operating activities1 is adjusted by $1.0 million and $3.1 million in 2025 due to royalty distributions received from the Company's effective royalty interest in Caserones.

Investing Activities

Net cash used in investing activities for the three months ended September 30, 2026 was $92.6 million compared to $16.3 million net cash used in investing activities for the comparative period. The net cash outflow in the current period was primarily attributable to $63.5 million spent on the acquisition of Vizsla, a $20.0 million equity investment in Quilla Resources, and $5.3 million for the acquisition of an additional royalty on the Chapi mine. The investment in Quilla Resources was completed concurrently with the acquisition of the additional Chapi royalty.

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

In the comparative period, the Company spent $19.2 million on royalty acquisitions, primarily related to the Dugbe royalty, and received $1.0 million in after-tax dividend distributions from its interest in Caserones. Following the acquisition of EMX on November 13, 2025, cash flows related to revenue and taxes from Caserones were classified as operating activities, reflecting the change in accounting treatment of the Company's interest in Caserones.

Net cash used in investing activities for the nine months ended September 30, 2026 was $100.7 million compared to $8.9 million for the comparative period. In addition to the acquisitions and investments discussed above for the three-month period, cash outflows during the nine months ended September 30, 2026 included $7.2 million related to the amendment and restatement of the Western Queen royalty and $1.0 million for the acquisition of Tether Gold cryptocurrency tokens. These outflows were partially offset by $1.4 million in proceeds from the sale of equity investments.

In the comparative period, in addition to the acquisition discussed above for the three-month period, the Company received $5.2 million from the sale of equity investments and $3.1 million in after-tax dividend distributions related to the Caserones royalty.

Financing Activities

Net cash provided by financing activities for the three months ended September 30, 2026 was $28.2 million compared to $2.4 million for the comparative period. The net cash inflow in the current period was primarily attributable to a $30.0 million drawdown on the Company's revolving credit facility, partially offset by $1.9 million paid in connection with the Company's second quarterly dividend payment. In the comparative period, net cash provided by financing activities was primarily attributable to $2.2 million in proceeds from the exercise of stock options.

Net cash provided by financing activities for the nine months ended September 30, 2026 was $27.3 million compared to $0.7 million in spend for the comparative period. The net cash inflow in the current period was primarily attributable to a $30.0 million drawdown on the Company's revolving credit facility and $4.8 million in net proceeds from the exercise of stock options. These inflows were partially offset by $3.9 million in dividend payments, $2.3 million in share repurchases under the Company's normal course issuer bid ("NCIB") and $2.0 million in deferred financing costs related to the upsizing of the revolving credit facility. In the comparative period, the Company received $2.2 million in net proceeds from the exercise of stock options and repaid $3.0 million of outstanding debt under its revolving credit facility.

Contractual Obligations and Commitments

The following table outlines the Company’s contractual obligations and commitments as at the date of this filing, reflecting fixed and determinable payment obligations under existing agreements. The table does not include contingent or variable payments, including milestone or production-based payments, where the timing or likelihood of occurrence cannot be reasonably estimated.


(in thousands of dollars)	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		After 5 years
Debt	$	210,000	$	-	$	210,000	$	-	$	-
Lease Obligations	552		204		245		103		-
Interest payments	40,800		13,600		27,200		-		-

Total Contractual Obligations	$	251,352	$	13,804	$	237,445	$	103	$	-

Subsequent to September 30, 2026, the Company drew an additional $180.0 million from its revolving credit facility to partially fund the Orion portfolio acquisition. As a result, total borrowings outstanding under the facility increased to $210.0 million as of the date of this MD&A, with the full amount repayable within one to three years.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Related Party Transactions

The aggregate value of transactions and outstanding balances relating to key management personnel and directors for the three and nine months ended September 30, 2026 and 2025 was as follows:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Salaries, fees, benefits and professional fees	$	2,425	$	583	$	5,582	$	1,585
Share-based compensation	719		505		3,592		1,369
Total	$	3,144	$	1,088	$	9,174	$	2,954

As at September 30, 2026, the Company held $1.8 million (December 31, 2025 - $1.1 million) in Tether Gold XAU₮ cryptocurrency tokens. As at September 30, 2026 a net $0.1 million (December 31, 2025 - $0.1 million) was due to related parties.

Quarterly Information


(In thousands of dollars, except per share amounts)	September 30, 2026		June 30, 2026		March 31, 2026		December 31, 2025

Financial results
Revenue	$	20,813	$	23,788	$	24,322	$	16,047
Revenue plus attributable share of Caserones1	20,813		23,788		24,322		17,226
Net income (loss)	3,753		3,598		1,083		(3,209)
Basic earnings (loss) per share	0.06		0.06		0.02		(0.07)
Diluted earnings (loss) per share	0.06		0.05		0.02		(0.07)
Total assets	1,095,498		922,340		916,098		907,741
Total liabilities	$	167,254	$	135,708	$	131,291	$	127,326


(In thousands of dollars, except per share amounts)	September 30, 2025		June 30, 2025		March 31, 2025		December 31, 2024

Financial results
Revenue	$	6,863	$	9,094	$	11,639	$	5,519
Revenue plus attributable share of Caserones1	8,216		10,497		13,261		6,827
Net income	1,373		160		3,448		134
Basic earnings per share	0.06		0.01		0.14		0.01
Diluted earnings per share	0.06		0.01		0.14		0.01
Total assets	209,573		206,467		205,064		204,167
Total liabilities	$	4,039	$	5,198	$	4,503	$	7,783

New Accounting Pronouncements

New Accounting Policies

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the International Accounting Standards Board issued amendments to IFRS 7, Financial Instruments: Disclosures and IFRS 9, Financial Instruments relating to settling financial liabilities using electronic payment systems and assessing contractual cash flow characteristics of financial assets. The IASB clarified the recognition and derecognition date of certain

1 Refer to the "Non-IFRS Financial Measures" section on page 24 of this MD&A for more information on each non-IFRS financial measure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

Deferred Share Units ("DSUs")

Share-based payment arrangements related to deferred share units are measured at fair value. Deferred share units are liability awards settled in cash and measured at the quoted market price at the grant date and the corresponding liability is adjusted for changes in fair value at each subsequent reporting date until the awards are settled.

New Accounting Standards Issued But Not Yet Effective

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact of the new standard.

Risks and Uncertainties

Investment in the common shares of the Company involves a significant degree of risk and should be considered speculative due to the nature of Elemental's business and the present stage of its development. Prospective investors should carefully review the risk and uncertainties contained in Elemental's AIF for the year ended December 31, 2025 together with other information contained in this MD&A before making an investment decision.

Risk and Capital Management: Financial Instruments

Fair Value of Financial Instruments

Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 3 – Unobservable inputs which are supported by little or no market activity.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

The Company has investments and a warrant liability which are classified as Level 1, Level 2 and Level 3 of the fair value hierarchy. The Company also holds warrants exercisable into common shares of public companies and has issued warrants exercisable into common shares of the Company. These warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy.

The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk, commodity risk and currency risk.

Credit Risk

Interest Rate Risk

As at September 30, 2026, the Company had borrowings outstanding under its revolving credit facility with National Bank of Canada (“NBC”), Canadian Imperial Bank of Commerce (“CIBC”) and The Bank of Nova Scotia (“BNS”). Depending on the Company's leverage ratio, amounts drawn on the facility bear interest at SOFR plus 2.25% to 3.50% per annum, while the undrawn portion is subject to a standby fee of 0.50% to 0.78% per annum.

Based on the variable-rate borrowings outstanding as at September 30, 2026, a 100-basis-point increase or decrease in interest rates would result in an annualized increase or decrease in interest expense of approximately $0.3 million, assuming all other variables remain constant. Subsequent to September 30, 2026, following the closing of the upsized revolving credit facility and additional drawdowns, total borrowings increased to $210.0 million. Based on the subsequent outstanding balance, a 100-basis-point increase or decrease in interest rates would result in an annualized increase or decrease in interest expense of approximately $2.1 million, assuming all other variables remain constant.

Market Risk

Market risks are the risks that change in market factors, such as commodity prices, foreign exchange rates or interest rates, will affect the value of the Company’s financial instruments. The Company manages market risks by mitigating them through the use of economic strategies.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its development plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings in cash and its committed liabilities.

Commodity Price Risk

Foreign Currency Risk

Management of Capital

Management monitors the Company’s financial risk management policies and exposures and approves financial transactions.

The Company’s objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company’s ability to continue as a going concern. The Company manages the capital structure and makes adjustments in the light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Company may issue new shares, acquire debt, or sell assets. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

Critical Accounting Judgments and Significant Estimates and Uncertainties

Please refer to the audited consolidated financial statements for the year ended December 31, 2025 on www.sedarplus.ca.

Disclosure Controls and Internal Control Over Financial Reporting

Disclosure Controls and Procedures

The Company’s Disclosure Controls and Procedures (“DCP”) are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Internal Control over Financial Reporting

Management of the Company, with participation of the CEO and CFO, is responsible for establishing and maintaining adequate Internal Control over Financial Reporting (“ICFR”). Management has used the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's ICFR.

The Company’s ICFR includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. There are inherent limitations in all control systems, which include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls and projections of any evaluation of effectiveness to future periods may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

During the three and nine months ended September 30, 2026, there were no changes in the Company's ICFR that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Outstanding Share Data

As at November 9, 2026, the Company had 76,476,858 common shares issued and outstanding. There were also 3,527,741 stock options outstanding with expiry dates ranging from February 9, 2027 to August 10, 2033, 240,234 restricted share units outstanding and 1,075,780 warrants outstanding with an expiry date of April 14, 2027.

Forward-Looking Statements

This MD&A contains forward-looking statements and forward-looking information (within the meaning of applicable Canadian securities laws) (collectively, “forward-looking statements”). All statements and information, other than statements and information of historical fact, constitute “forward-looking statements” and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company’s strategy, plans or future financial or operating performance and other statements that express management’s expectations or estimates of future performance.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Forward-looking statements are generally identifiable by the use of the words “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate” and similar expressions (including negative and grammatical variations) have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions and in this MD&A include, but are not limited to: statements with respect to the Company’s financial guidance and outlook; the completion of mine expansion under construction phases, and the results of exploration and timing thereof at the mines or properties that the Company holds an interest in; and future royalty payments relating to royalties and streams the Company holds an interest in. Many factors could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the “Risk Factors” section of the Company’s annual information form for the year ended December 31, 2025, available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this MD&A. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in this MD&A are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. The forward-looking statements contained in this MD&A have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including without limitation: the impact of general business and economic conditions; the absence of control over mining operations from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other minerals; industry conditions, including inflation, commodity price fluctuations; interest and exchange rate fluctuations; regulatory, political or economic developments in any of the countries where properties underlying the royalty, stream interests or exploration assets are located or through which they are held; risks related to the operators of the properties underlying royalty or other interest, including changes in the ownership and control of such operators; risks related to geopolitics and conflict; title, permit or license disputes related to interests on any of the properties in which a royalty or other interest is held; loss of key employees; regulatory restrictions; litigation; and other factors, many of which are beyond the control of the Company. The Company assumes no responsibility to update forward-looking statements, other than as may be required by applicable securities laws. The factors identified above are not intended to represent a complete list of the factors that could affect the Company.

Financial Outlook

This MD&A may contain "future-oriented financial information" and/or information that is "financial outlook" each within the meaning of Canadian securities legislation (collectively, "Financial Outlook"), about prospective financial performance, results of operations, financial position, GEOs and anticipated royalty payments based on assumptions about future economic conditions and courses of action. The Financial Outlook has been prepared by management to provide an outlook of the Company’s activities and results and has been prepared based on a number of assumptions including the assumptions discussed under the headings above entitled “Portfolio Growth” and “Forward-Looking Statements” and assumptions with respect to future metal prices, the estimation of mineral reserves and mineral resources, realization of mineral reserve estimates and the timing and amount of estimated future production, or other financial assumptions which may have been used to prepare the Financial Outlook. Management does not have, or may not have had at the relevant date, any assurance that such financial performance or operating results will be achieved and, accordingly, the complete financial effects are not, or may not have been at the relevant date of the Financial Outlook, objectively determinable.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

Importantly, the Financial Outlook contained in this MD&A are, or may be, based upon certain additional assumptions that management believes to be reasonable based on the information currently available to management, including, but not limited to, assumptions about: (i) the future pricing of metals, (ii) the future market demand and trends within the jurisdictions in which the Company or the mining operators operate, and (iii) the operating cost and effect on the production of the Company’s royalty partners. The Financial Outlook contained in this MD&A does not purport to present the Company’s financial performance, results of operations and financial condition in accordance with IFRS, and there can be no assurance that the assumptions made in preparing the Financial Outlook will prove accurate. The actual financial performance, results of operations and financial condition of the Company will likely vary from the amounts set forth in the analysis presented in this MD&A, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the Financial Outlook). The Company and management believe that the Financial Outlook has been prepared on a reasonable basis, reflecting management’s best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks, Financial Outlook within this MD&A should not be relied on as necessarily indicative of future results.

Cautionary Note to Investors Concerning Estimates of Inferred, Indicated and Measured Resources

The Company is subject to the reporting requirements of the applicable Canadian securities laws, and as a result, reports its mineral resources and reserves according to Canadian standards. Unless otherwise indicated, all mineral resource and mineral reserve estimates included in this MD&A have been prepared by the owners or operators of the relevant properties (as and to the extent indicated by them) in accordance with NI43-101 and the Canadian Institute of Mining and Metallurgy Classification System based on information prepared by the current or previous owners or operators of the relevant properties (as and to the extent indicated by them). Investors are cautioned that Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Geological evidence is sufficient to imply, but not verify, geological and grade continuity of inferred mineral resources. It is reasonably expected that the majority of Inferred resources could be upgraded to Indicated resources with continued exploration. Under Canadian rules, estimates of inferred mineral resources may not be converted to a mineral reserve, or form the basis of economic analysis, production schedule, or estimated mine life in publicly disclosed pre-feasibility or feasibility studies, or in the life of mine plans and cash flow models of developed mines. Inferred mineral resources can only be used in economic studies as provided under NI 43-101. U.S. investors are cautioned not to assume that part or all of an Inferred resource exists, or is economically or legally mineable. U.S. investors are further cautioned not to assume that any part or all of a mineral resource in the ‘measured’ and ‘indicated’ categories will ever be converted into reserves.

Non-IFRS Financial Measures

The Company has included performance measures which are non-IFRS and are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. The non-IFRS measures do not have any standard meaning under IFRS Accounting Standards and other companies may calculate measures differently.

Caserones Reclassification

Effective November 13, 2025, the shareholders of SLM California executed an amendment to the entity's shareholder agreement, resulting in the Company reassessing the classification of its interest in SLM California, which holds the Company’s Caserones royalty. As a result of the amendment to the shareholder agreement, the Company determined that the revised arrangement constituted a joint operation in accordance with IFRS 11 Joint Arrangements. Consequently, on November 13, 2025, the Company discontinued equity accounting under IAS 28 Investments in Associates and Joint Ventures and began recognizing its proportionate share of the assets, liabilities, revenues, and expenses of SLM California as a joint operation. As a result, there are no adjustments in the current period related to the reclassification for revenue plus attributable share of Caserones, depletion plus attributable share of Caserones or tax expense plus attributable share of Caserones.

Reconciliation of Adjusted EBITDA:

Adjusted EBITDA excludes the effects of certain other income/expenses and unusual non-recurring items. Adjusted EBITDA is comprised of earnings before interest, taxes, depletion, including depletion and taxes relating to share of profit from associate, and share-based compensation. Management believes that this is a useful measure of the Company’s performance because it adjusts for items which may not relate to underlying operating performance of the Company and/or are not necessarily indicative of future operating results.

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

The following is the reconciliation of adjusted EBITDA:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Net income for the period	$	3,753	$	1,373	$	8,434	$	4,981
Project evaluation and transaction related expenses	123		632		809		1,068
Interest Income	(482)		(239)		(1,139)		(344)
Interest and finance expenses	320		103		880		338
Tax expense plus attributable share of Caserones	2,727		680		9,614		3,848
Depletion plus attributable share of Caserones	6,645		2,892		23,401		12,659
Depreciation	51		-		159		-
Losses (gains) on revaluation of financial instruments	2,187		(6)		3,655		20
Share-based compensation	1,201		678		4,970		1,991
Losses on disposals	92		77		335		1,884
Impairment charges	-		-		677		-
Adjusted EBITDA	$	16,617	$	6,190	$	51,795	$	26,445

The presentation of this non-IFRS measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Other companies may calculate these non-IFRS measures differently.

Reconciliation of Revenue, Depletion and Tax expense plus Attributable Share of Caserones:

Revenue plus attributable share of Caserones is a non-IFRS financial measure, which is defined as including gross royalty revenue from associated entities holding royalty interests related to Elemental’s effective royalty on the Caserones copper mine. Management uses revenue plus attributable share of Caserones to evaluate the underlying operating performance of the Company for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as revenue, investors may use revenue plus attributable share of Caserones to evaluate the results of the underlying business, particularly as the revenue plus attributable share of Caserones may not typically be included in operating results. Management believes that revenue plus attributable share of Caserones is a useful measure of Company performance because it adjusts for items which management believes reflect the Company’s core operating results from period to period. Revenue plus attributable share of Caserones is intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.

Depletion plus attributable share of Caserones and tax expense plus attributable share of Caserones are non-IFRS measures which include depletion and tax expense from the Caserones royalty asset respectively, consistent with the recognition of revenue plus attributable share of Caserones as described above.

The following is the reconciliation of revenue plus attributable share of Caserones:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Revenue	$	20,813	$	6,863	$	68,923	$	27,596
Royalty revenue related to Caserones	-		1,353		-		4,378
Revenue plus attributable share of Caserones	$	20,813	$	8,216	$	68,923	$	31,974

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Management's Discussion & Analysis

(Expressed in U.S. Dollars, except where indicated)

The following is the reconciliation of depletion plus attributable share of Caserones:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Depletion of royalties	$	(6,645)	$	(2,449)	$	(23,401)	$	(11,452)
Depletion related to Caserones	-		(443)		-		(1,207)
Depletion plus attributable share of Caserones	$	(6,645)	$	(2,892)	$	(23,401)	$	(12,659)

The following is the reconciliation of tax expense plus attributable share of Caserones:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Tax expense	$	(2,727)	$	(315)	$	(9,614)	$	(2,666)
Tax expense related to Caserones	-		(365)		-		(1,182)
Tax expense plus attributable share of Caserones	$	(2,727)	$	(680)	$	(9,614)	$	(3,848)

Reconciliation of Adjusted Cash Flows from Operating Activities:

Adjusted cash flows from operating activities is a non-IFRS measure which includes dividends from the Caserones royalty asset.

The following is the reconciliation of adjusted cash flows from operating activities:


	Three months ended September 30,				Nine months ended September 30,
(In thousands of dollars)	2026		2025		2026		2025

Cash provided by operating activities	$	13,191	$	4,014	$	43,217	$	19,608
Caserones royalty distributions	-		1,016		-		3,126
Adjusted cash flows from operating activities	$	13,191	$	5,030	$	43,217	$	22,734

Reconciliation of Gold Equivalent Ounces Sold:

Elemental's revenue plus attributable share of Caserones is converted to an attributable gold equivalent ounce, or GEO, basis by dividing the revenue plus attributable share of Caserones in a period by the average gold price for the same respective period. The average gold price for the period is sourced from S&P Capital IQ. The presentation of this non-IFRS measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. Other companies may calculate these non-IFRS measures differently.

The following is the reconciliation of gold equivalent ounces sold:


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Revenue plus attributable share of Caserones	$	20,813	$	8,216	$	68,923	$	31,974
Average gold price	$	4,282	$	3,478	$	4,567	$	3,154
Total GEOs	4,861		2,362		15,092		10,136

TSX: ELE / NASDAQ: ELE

Elemental Royalty Corporation

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Frederick Bell, Chief Executive Officer of Elemental Royalty Corporation, certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Elemental Royalty Corporation (the "issuer") for the interim period ended September 30, 2026.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

ii.information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

b.designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 10, 2026


/s/ Frederick Bell
Frederick Bell
Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Stefan L. Wenger, Chief Financial Officer of Elemental Royalty Corporation, certify the following:

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a.designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

i.material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

Date: November 10, 2026


/s/ Stefan L. Wenger
Stefan L. Wenger
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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