Elemental Royalty (ELE) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of a $290 million royalty and streaming portfolio, including three to five streams and royalties, accelerates growth, increases revenue, and simplifies the business.

• Adds high-quality, long-life assets such as Ruby Hill and Kouroussa, increasing North American portfolio exposure from 13% to 21% of NAV and strengthening presence in Nevada.

• Divestment of the Generation Business streamlines operations, reduces costs, and retains upside through a cornerstone equity stake in Carlin East.

• Portfolio rebalanced to maintain ~2/3 precious metals and ~1/3 copper, aligning with internal targets and increasing precious metals weighting to 66% of NAV.

• Focus on cash-generative royalties and streams, improving operating leverage and free cash flow.

Financial terms and conditions

• Total consideration for the acquisition is $290 million ($200 million cash, $90 million equity), with Orion Mine Finance Management LP receiving a 5.6% pro forma stake.

• Cash funded via an upsized $250 million revolving credit facility, with a $50 million accordion retained.

• Divestment consideration includes $8.5 million in Carlin East shares (~19.9% post-financing) and retention of 50% of royalties and certain buyback proceeds.

• Generation Business divested for $10 million in equity and cash, freeing $7 million in working capital.

• Revenue attributable from August 1, 2026; transaction expected to close in Q4 2026, subject to customary closing conditions and regulatory approvals.

Synergies and expected cost savings

• Annual G&A costs reduced by ~$6 million through divestment and simplification, with headcount reduced from ~45 to ~20 and over 50% reduction in personnel.

• Streamlined corporate structure, with subsidiaries reduced from 95 to ~40, enhancing efficiency.

• Further efficiencies anticipated as the company continues to streamline its structure.