Elemental Altus and EMX to Merge to Create New Mid-Tier Gold Focused Royalty Company Elemental Royalty Corp.

Core Viewpoint - Elemental Altus and EMX Royalty Corporation are merging to form a new mid-tier gold-focused royalty company named Elemental Royalty Corp, with a projected revenue of approximately US$80 million in 2026 [1][3]. Transaction Overview - The merger involves Elemental Altus acquiring all outstanding shares of EMX through a court-approved plan of arrangement [1]. - Tether Investments has agreed to purchase approximately 75 million Elemental Altus Shares for gross proceeds of US$100 million, supporting the transaction [2]. Financial Projections - The merged entity is expected to generate combined revenue of US$70 million in 2025 and US$80 million in 2026, with a commodity split of 67% precious metals and 33% base metals [6][3]. - The implied market capitalization of the merged company is estimated at US$933 million [11]. Strategic Rationale - The merger creates a peer-leading revenue-generating royalty company with a diversified portfolio of 16 producing royalties and 200 total royalties [6]. - The combined company will have a stronger asset portfolio anchored by four cornerstone royalties with world-class operators [6]. Management and Governance - The Board of Directors will consist of three representatives from Elemental Altus and two from EMX, with Juan Sartori as Executive Chairman and David Cole as CEO [19]. - The merger is supported by significant shareholder backing, with certain EMX shareholders holding approximately 23% of the outstanding shares entering into voting support agreements [18]. Future Growth Potential - The merged company aims to leverage its combined management expertise to pursue further accretive royalty opportunities in the market [10]. - The transaction is expected to enhance trading liquidity and capital markets exposure, facilitating access to new investors [10]. Shareholder Considerations - EMX shareholders will receive either 0.2822 or 2.822 Elemental Altus Shares for each EMX Share held, depending on the timing of a share consolidation [11][14]. - The transaction offers a premium of 9.8% based on closing prices and 21.5% based on the 20-day volume-weighted average price [15]. Regulatory and Approval Process - The transaction requires approval from at least 66 2/3% of EMX shareholders and is subject to various regulatory and court approvals [16][20]. - The completion of the transaction is expected in the fourth quarter of 2025, pending necessary approvals [31].