As filed with the Securities and Exchange Commission on December 8, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELEMENTAL ROYALTY CORPORATION
(Exact name of Registrant as specified in its charter)
British Columbia
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. Employer
Identification No.) |
| |
|
902 - 815 W. Hastings St.
Vancouver, British Columbia, Canada
(Address of Principal Executive Offices) |
V6C 1B4
(Zip Code) |
Elemental Altus Royalties Corp. 2020 Incentive Compensation Plan
Altus Strategies plc 2019 Share Options Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copies to:
David Gossen
Chief Legal Officer
Elemental Royalty Corporation
902 -815 W. Hastings Street
Vancouver, British Columbia V6C 1B4,
Canada
(604) 688-6390 |
Thomas M. Rose
Shona C. Smith
Troutman Pepper Locke LLP
111 Huntington Avenue, 9th Floor
Boston, Massachusetts 02199-7613
United States
(757) 687-7715 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☐ |
| |
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. ☐
EXPLANATORY NOTE
On August 16, 2022, Elemental Royalty Corporation (formerly Elemental Altus Royalties Corp.) (the "Registrant") completed a scheme of arrangement with Altus Strategies plc ("Altus") pursuant to which the Registrant acquired all of the issued and outstanding share capital of Altus (the "Arrangement"). In connection with the Arrangement, the options of Altus (the "Altus Options") outstanding under the Altus Strategies plc 2019 Share Options Scheme (the "Altus Option Plan") were exchanged for options (the "Replacement Options") to purchase common shares of the Registrant (the "Common Shares"), governed by the terms of the Altus Option Plan.
The Registrant has prepared this registration statement (this "Registration Statement") in accordance with the requirements of Form S-8 under the United States Securities Act of 1933, as amended (the "Securities Act"), to register (i) 104,545 Common Shares that are reserved for issuance upon the exercise of the Replacement Options; (ii) 1,385,208 shares that are reserved for issuance upon the exercise of options under the Registrant's 2020 Incentive Compensation Plan; (iii) 196,640 shares that are reserved for issuance upon the settlement of Restricted Stock Units under the Registrant's 2020 Incentive Compensation Plan; and, (iv) 4,795,461 Common Shares that are reserved for issuance pursuant to the grant of future equity awards under the Registrant's 2020 Incentive Compensation Plan.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information.*
* The documents containing the information specified in "Item 1. Plan Information" and "Item 2. Registrant Information and Employee Plan Annual Information" of Form S-8 will be sent or given to participants, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the United States Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a) The Registrant’s registration statement on Form 40-F (File No. 001-42900) filed with the Commission on October 8, 2025, as amended on November 17, 2025, and declared effective on November 24, 2025 (the “Form 40-F”);
(b) All documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of the Form 40-F (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed; and
(c) The description of the Registrant’s common shares contained under the heading “Description of Capital Structure” in Exhibit 99.83 to the Form 40-F, including any amendment or report filed for the purposes of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Business Corporations Act (British Columbia) (the "BCBCA"), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all "eligible penalties" (as defined in the BCBCA), costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of an "eligible proceeding" (as defined in the BCBCA) in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant's request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. With approval of a court and subject to the sentence above, the Registrant may indemnify such individuals in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual's association with the Registrant or other entity as described above. The Registrant may advance "expenses" (as defined in the BCBCA) to an individual described above for the costs, charges and expenses of an "eligible proceeding" described above; however, the individual shall repay the "expenses" if the individual does not fulfill the conditions set out above in the second sentence under this heading. The aforementioned individuals are entitled to indemnification from the Registrant in respect of all "eligible penalties" costs, charges and expenses reasonably incurred by the individual in connection with the defense of any "eligible proceeding" to which the individual's association with the Registrant or other entity as described above if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual described above ought to have done provided the individual fulfills the conditions set out above in the second sentence under this heading.
The articles of the Registrant provide that, subject to the BCBCA, the Registrant must indemnify a director or former director of the Registrant and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Registrant on the terms of this indemnity. In addition, the articles of the Registrant provide that, subject to any restrictions in the BCBCA, the Registrant may indemnify any person. Furthermore, the Registrant may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who: (1) is or was a director, alternate director, officer, employee or agent of the Registrant; (2) is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Registrant; (3) at the request of the Registrant, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or (4) at the request of the Registrant, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed under the caption "Exhibit Index" of this Registration State are incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit
No. |
Description |
| |
|
| 4.1 |
Elemental Royalty Corporation Notice of Articles |
| 4.2 |
Certificate of Change of Name |
| 4.3 |
Articles of Elemental Royalty Corporation |
| 4.4 |
Elemental Royalty Corporation form of common share certificate |
| 4.5 |
Elemental Royalty Corporation (formerly Elemental Altus Royalties Corp.) 2020 Incentive Compensation Plan |
| 4.6 |
Altus Strategies plc 2019 Share Options Scheme |
| 5.1 |
Opinion of Fasken Marineau DuMoulin LLP |
| 23.1 |
Consent of Fasken Marineau DuMoulin LLP (contained in Exhibit 5.1 hereto) |
| 23.2 |
Consent of PricewaterhouseCoopers LLP |
| 24.1 |
Powers of Attorney (included on the signature page of this Registration Statement). |
| 107 |
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Littleton, Colorado Country of United States of America, on December 8, 2025.
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ELEMENTAL ROYALTY CORPORATION |
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By: |
/s/ David M. Cole
Name: David M. Cole
Title: Chief Executive Officer |
POWERS OF ATTORNEY
AND
SIGNATURES
Each person whose signature appears below constitutes and appoints David M. Cole, Stefan Wenger, or David Gossen, or either of them, as his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments to this registration statement, registration statements filed pursuant to Rule 429 under the Securities Act, and any related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 8, 2025.
| Signature |
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Title |
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| /s/ David M. Cole |
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Chief Executive Officer |
| David M. Cole |
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(principal executive officer) |
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| /s/ Stefan Wenger |
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Chief Financial Officer |
| Stefan Wenger |
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(principal financial and accounting officer) |
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| /s/ Juan Sartori |
|
Executive Chairman |
| Juan Sartori |
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| /s/ Sunny Lowe |
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Director |
| Sunny Lowe |
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| /s/ Ravi Sood |
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Director |
| Ravi Sood |
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| /s/ Antonio Simon Vumbaca |
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Director |
| Antonio Simon Vumbaca |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Form S-8, solely in its capacity as duly authorized representative of Elemental Royalty Corporation in the United States, on December 8, 2025.
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AUTHORIZED REPRESENTATIVE |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
