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Your vote is important no matter how many EMX Shares and/or stock options you hold. The Board of Directors of EMX recommends that Securityholders vote FOR the Arrangement Resolution. In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone. For assistance in voting, please contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (collect, international), or by email at ... .
Vancouver, British Columbia--(Newsfile Corp. - October 2, 2025) - EMX Royalty Corporation (NYSE American: EMX) (TSXV: EMX) (FSE: 6E9) (the "Company" or "EMX") is pleased to announce today that in connection with the previously announced transaction (the " Arrangement ") with Elemental Altus Royalties Corp. (" Elemental Altus ") and 1554829 B.C. Ltd. (" Acquireco "), EMX has filed and commenced delivery of its notice of meeting, management information circular (the " Circular ") and related documents (collectively, the " Meeting Materials ") for the upcoming special meeting (the " Meeting ") of the holders of common shares of the Company (the " Shareholders ") and the holders of stock options of the Company (the " Optionholders ", and collectively with the Shareholders, the " Securityholders ").
Due to the Canada Post strike, the mailing and delivery of the Meeting Materials has been interrupted. In accordance with the terms of the Interim Order (as defined below) and in lieu of prepaid ordinary mail, this press release has been disseminated and an advertisement (the " Advertisement ") has been placed in today's issue of The Globe and Mail newspaper.
EMX has implemented measures to ensure that the delivery or transmission of the proxies or other Meeting Materials by the Securityholders to EMX in relation to the Meeting may be made within the required time period and at no cost to the Securityholders, including by providing for the submission of proxies online or by telephone, as set out below.
Further, EMX has taken the following measures, at no cost to Securityholders, to ensure delivery or transmission of Meeting Materials to as many Securityholders as possible:
posted the Advertisement in The Globe and Mail newspaper; couriered or emailed the Meeting Materials to all registered Shareholders in Canada; couriered the Meeting Materials to beneficial Shareholders in Canada using a determined threshold; emailed the Meeting Materials to Securityholders with available email addresses; emailed intermediaries for further communication to beneficial Shareholders; and disseminated this press release.
There is no anticipated interruption or delay in the delivery of the Meeting Materials to U.S. Securityholders.
In light of the current Canada Post strike, Securityholders are strongly encouraged to cast their votes online or by telephone.
The Meeting Materials can also be accessed under EMX's profile on SEDAR+ at and on EDGAR at , as well as on the Company's website at . The Meeting Materials are also available for delivery to Securityholders without charge by email or by courier upon written request made to EMX (contact Laurel Hill per below).
The Arrangement and Meeting Details
On September 4, 2025, EMX, Elemental Altus and Acquireco entered into an arrangement agreement (the " Arrangement Agreement "), pursuant to which Elemental Altus has agreed to, indirectly through Acquireco, acquire all of the issued and outstanding common shares of EMX (" EMX Shares ") at an exchange ratio of 0.2822 Elemental Altus common shares (each, an " Elemental Altus Share ") for each EMX Share (the " Exchange Ratio "). Optionholders will receive replacement options of EMX, being exercisable to purchase from Elemental Altus a number of Elemental Altus Shares adjusted as to the number by the Exchange Ratio (rounded down to the nearest whole number of Elemental Altus Shares) and as to exercise price by the inverse of the Exchange Ratio (rounded up to the nearest whole cent). At the Meeting, Securityholders will be asked to consider, and if deemed advisable, to pass a special resolution (the " Arrangement Resolution ") to approve the Arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia).
EMX will hold the Meeting on November 4, 2025, at 10:00 a.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. The Meeting can also be accessed via live webcast at meetnow/M2JX4WC . The record date for Securityholders entitled to notice of, and to attend and vote at, the Meeting is September 25, 2025. Only Securityholders who are present in person and entitled to vote at the Meeting are able to vote during the Meeting. Any Securityholder attending the Meeting via the live webcast will not be able to vote at the Meeting.
Interim Order
The Company is pleased to announce that the Supreme Court of British Columbia (the " Court ") has granted an interim order (the " Interim Order ") regarding the Arrangement which authorizes EMX to proceed with the Meeting and addresses other Meeting-related matters. A copy of the Interim Order is included in the Circular. Subject to receipt of the requisite approvals by Securityholders at the Meeting, it is expected that EMX will apply for a final order of the Court approving the Arrangement on November 7, 2025.
Reasons for the Arrangement and Board Recommendation
Top Quality, Globally Diversified Portfolio. The combined company will create a peer-leading revenue generating royalty company with combined revenue guidance of US$70 million in 2025 and analyst consensus revenue of US$80 million in 20261, underpinned by strong growth visibility. Meaningful Scale. The combined company results in a larger, well capitalized entity with a lower cost of capital, positioned to pursue further accretive royalty opportunities in the market. Future Growth. The combined company is expected to benefit from complementary management expertise, uniting Elemental Altus' proven track record of accretive royalty acquisitions with EMX's disciplined royalty generation and acquisition capabilities. Support of Directors, Officers and Shareholders. The boards of directors of each of EMX and Elemental Altus (subject to abstentions where legally required) and the special committee of the board of directors of EMX have unanimously recommended support for the Arrangement. Additionally, the directors and senior officers and certain shareholders of each of EMX and Elemental Altus have entered into voting and support agreements pursuant to which they have agreed, among other things, to vote in favour of the Arrangement Resolution at the Meeting and in favour of certain resolutions at the special meeting of Elemental Altus shareholders to be held on November 4, 2025, as applicable. Negotiated Transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and plan of arrangement, which includes terms and conditions that are reasonable in the judgment of the board of directors of EMX and the special committee of the board of directors of EMX. The Arrangement provides for a 21.5% premium on the 20 day volume weighted average price to Shareholders as of September 4, 2025 and management of EMX who will be taking on management positions with the combined company, including the CEO and CFO roles.
The Board of Directors (subject to abstentions where legally required) of EMX unanimously recommends that Securityholders vote FOR the Arrangement Resolution.
How to Vote
To ensure your vote is received in a timely manner, Securityholders are strongly encouraged to cast their votes online or by telephone. Securityholders who require voting assistance may contact EMX's proxy solicitation agent, Laurel Hill Advisory Group at the contact information below. Additionally, Laurel Hill Advisory Group will reach out to Securityholders to assist with voting and utilize Broadridge's QuickvoteTM offering to take votes directly over the phone from eligible beneficial Shareholders. Beneficial Shareholders who have not received their voting instruction form with their unique control number may contact their broker and request this number to vote online or contact Laurel Hill Advisory Group.
While the Canada Post strike is ongoing, registered Shareholders who wish to deposit their letters of transmittal, share certificates and other required documentation, as applicable, should use courier services or hand deliver such documentation to the depositary, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6.
Securityholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, EMX's proxy solicitation agent and Securityholder communications advisor:
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