19:35:58 EDT Thu 02 Oct 2025
Enter Symbol
or Name
USA
CA



EMX Royalty Corp
Symbol EMX
Shares Issued 109,066,030
Close 2025-10-02 C$ 6.93
Market Cap C$ 755,827,588
Recent Sedar Documents

EMX to hold special meeting on Elemental Altus merger

2025-10-02 16:47 ET - News Release

Mr. David Cole reports

EMX ANNOUNCES RECEIPT OF INTERIM ORDER AND FILING AND DELIVERY OF MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SECURITYHOLDERS TO APPROVE THE ARRANGEMENT WITH ELEMENTAL ALTUS

In connection with EMX Royalty Corp.'s previously announced transaction with Elemental Altus Royalties Corp. and 1554829 B.C. Ltd. (Acquireco), EMX has filed and commenced delivery of its notice of meeting, management information circular and related documents for the upcoming special meeting of the holders of common shares of the company and the holders of stock options of the company.

  • 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 on-line 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 e-mail at assistance@laurelhill.com.

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 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 on-line 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 e-mailed the meeting materials to all registered shareholders in Canada;
  • Couriered the meeting materials to beneficial shareholders in Canada using a determined threshold;
  • E-mailed the meeting materials to securityholders with available e-mail addresses;
  • E-mailed intermediaries for further communication to beneficial shareholders;
  • 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 on-line or by telephone.

The meeting materials can also be accessed under EMX's profile on SEDAR+ and on EDGAR, as well as on the company's website. The meeting materials are also available for delivery to securityholders without charge by e-mail or by courier upon written request made to EMX (contact Laurel Hill per below).

The arrangement and meeting details

On Sept. 4, 2025, EMX, Elemental Altus and Acquireco entered into an arrangement agreement, pursuant to which Elemental Altus has agreed to, indirectly through Acquireco, acquire all of the issued and outstanding common shares of EMX at an exchange ratio of 0.2822 Elemental Altus common 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 to approve the arrangement under Part 9, Division 5, of the Business Corporations Act (British Columbia).

EMX will hold the meeting on Nov. 4, 2025, at 10 a.m. (Vancouver time) at the offices of Cassels Brock & Blackwell LLP at Suite 2200, RBC Place, 885 West Georgia St., Vancouver, B.C., V6C 3E8. The meeting can also be accessed via live webcast. The record date for securityholders entitled to notice of, and to attend and vote at, the meeting is Sept. 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 has granted an 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 Nov. 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 $70-million (U.S.) in 2025 and analyst consensus revenue of $80-million (U.S.) in 2026, 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's proven 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 Nov. 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-per-cent premium on the 20-day volume-weighted average price to shareholders as of Sept. 4, 2025, and management of EMX who will be taking on management positions with the combined company, including the CEO (chief executive officer) and CFO (chief financial officer) 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

Securityholders are encouraged to read the circular in its entirety and vote their EMX shares and/or EMX options as soon as possible ahead of the proxy voting deadline on Oct. 31, 2025, at 10 a.m. (Vancouver time) (which deadline may be waived by EMX).

To ensure your vote is received in a timely manner, securityholders are strongly encouraged to cast their votes on-line or by telephone. Securityholders who require voting assistance may contact EMX's proxy solicitation agent, Laurel Hill Advisory Group. Additionally, Laurel Hill Advisory Group will reach out to securityholders to assist with voting and utilize Broadridge's Quickvote 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 on-line or contact Laurel Hill Advisory Group.

While the Canada Post strike is continuing, 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 St., 14th floor, Toronto, Ont., M5H 4A6.

Securityholder questions

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:

Laurel Hill Advisory Group

Toll-free:  1-877-452-7184 (for securityholders in North America)

International:  1-416-304-0211 (for securityholders outside Canada and the United States)

By e-mail:  assistance@laurelhill.com

About EMX Royalty Corp.

EMX is a precious and base metals royalty company. EMX's investors are provided with discovery, development and commodity price optionality, while limiting exposure to risks inherent to operating companies. The EMX shares are listed on the NYSE American Exchange and TSX-V under the symbol EMX.

We seek Safe Harbor.

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