ele 20251231 d2

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# ele 20251231 d2

Source: https://www.sec.gov/Archives/edgar/data/2086771/000162828026020856/ele-20251231_d2.htm
Fetched: 2026-09-12T06:43:34.371+00:00
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# ele 20251231 d2
ele-20251231_d2 Elemental Royalty Corporation (formerly Elemental Altus Royalties Corp.) Consolidated Financial Statements Year Ended December 31, 2025 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Elemental Royalty Corporation Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Elemental Royalty Corporation and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income (loss) and comprehensive income (loss), of shareholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP Chartered Professional Accountants, Licensed Public Accountants Toronto, Canada March 23, 2026 We have served as the Company’s auditor since 2020. PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2500 Toronto, Ontario, Canada M5J 0B2 T.: +1 416 863 1133, F.: +1 416 365 8215 Fax to mail: ca_toronto_18_york_fax@pwc.com "PwC" refers to PricewaterhouseCooper LLP, an Ontario limited liability partnership Consolidated Financial Statements Expressed in thousands of US Dollars ($000) Consolidated Statements of Financial Position As at December 31, 2025 2024 Assets Cash and cash equivalents (Note 5) $ 53,143   $ 4,454   Trade receivables and other assets (Note 6) 25,154   16,632   Investments (Note 7) 16,115   -   Total current assets 94,412   21,086   Trade receivables and other assets (Note 6) 2,043   4,031   Investments (Note 7) -   2,243   Investment in associates (Note 9) 1,000   41,087   Royalty interests (Note 8) 808,720   135,720   Property and equipment 1,141   -   Total non-current assets 812,904   183,081   Total Assets $ 907,316   $ 204,167   Liabilities Accounts payable and accrued liabilities (Note 10) $ 6,664   $ 3,349   Warrant liability (Note 11) 7,684   -   Total current liabilities 14,348   3,349   Borrowings (Note 12) -   2,687   Deferred income tax liability (Note 13) 112,553   1,747   Total non-current liabilities 112,553   4,434   Total Liabilities 126,901   7,783   Shareholders' Equity Share Capital (Note 14) 787,682   217,449   Contributed Surplus 17,481   6,535   Accumulated other comprehensive income ("AOCI") 1,503   1,416   Deficit ( 26,251 ) ( 29,016 ) Total Shareholders' Equity 780,415   196,384   Total Liabilities and Shareholders' Equity $ 907,316   $ 204,167   Events subsequent to the reporting date (Note 23) Approved on behalf of the Board of Directors on March 23, 2026   Signed: "David M Cole" Director Signed: "Sunny Lowe" Director The accompanying notes are an integral part of these consolidated financial statements. Consolidated Financial Statements Expressed in U.S. Dollars ($000s), except per share amounts Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) For the year ended December 31,   2025   2024   Revenue (Note 15) $ 43,643   $ 16,323   Depletion of royalty interests (Note 8) ( 16,334 ) ( 7,218 ) Gross profit 27,309   9,105       General and administrative expenses (Note 16) 1 ( 16,467 ) ( 7,396 ) Royalty generation expenses, net (Note 17) ( 1,058 ) -   Share-based compensation expense (Note 14) ( 2,436 ) ( 1,388 ) Share of profit of associates (Note 9) 2,203   2,036   Gains (losses) on disposals (Note 6, 9, and, 12) ( 2,253 ) 373   Impairment charges (Note 9) ( 2,017 ) ( 436 ) Profit from operations 5,281   2,294   Other income and expenses Interest income 731   198   Interest and finance expenses (Note 12) ( 478 ) ( 2,028 ) Gain (loss) on revaluation of financial instruments (Note 7 and 11) 769   ( 5 ) Foreign exchange loss ( 23 ) ( 54 ) Other income -   604   Income before income taxes 6,280   1,009   Tax expense (Note 13) ( 4,508 ) ( 1,321 ) Net income (loss) for the year of continuing operations 1,772   ( 312 ) Net loss of discontinued operations -   ( 52 ) Total net income (loss) 1,772   ( 364 ) Other comprehensive income Gain on revaluation of digital currency (Note 7) 99   -   Foreign currency translation adjustment ( 12 ) 136   Other comprehensive income 87   136   Total comprehensive income (loss) $ 1,859   $ ( 228 ) Income (loss) per share Continuing operations - basic (Note 19) $ 0.06   $ ( 0.02 ) Continuing operations - diluted (Note 19) $ 0.06   $ ( 0.02 ) Discontinued operations - basic $ 0.00   $ 0.00   Discontinued operations - diluted $ 0.00   $ 0.00   Weighted average number of common shares outstanding - basic (Note 19) 29,975,215 20,429,742 Weighted average number of common shares outstanding - diluted (Note 19) 31,596,448 20,429,742 1 Certain comparative figures have been reclassified to general and administrative expenses to conform to current year presentation as illustrated in Note 16 . The accompanying notes are an integral part of these consolidated financial statements. Consolidated Financial Statements Expressed in U.S. Dollars ($000s) Consolidated Statements of Cash Flows For the year ended December 31,   2025 2024 Cash flows from operating activities Income (loss) for the year $ 1,772   $ ( 364 ) Adjustments for: Depletion and depreciation 16,359   7,218   Impairment charge (Note 9) 2,017   436   Share-based compensation expense (Note 14) 2,436   1,388   Share of profit of associates (Note 9) ( 2,203 ) ( 2,036 ) Loss (gain) on revaluation of financial instruments ( 769 ) 5   Interest and finance expenses (Note 12) 478   2,028   Tax expense (Note 13) 4,508   1,321   Other non-cash movements (Note 22) 3,245   ( 893 ) Changes in non-cash working capital items: Accounts receivable 5,598   ( 2,537 ) Accounts payable and accrued liabilities 568   ( 479 ) Total cash provided by operating activities before taxes 34,009   6,087   Taxes paid ( 3,198 ) ( 1,271 ) Total cash provided by operating activities 30,811   4,816   Cash flows from investing activities Distributions from SLM California (Note 9) 3,126   3,922   Acquisition of royalty interests (Note 8) ( 68,697 ) ( 3,241 ) Net cash received from the purchase of EMX Royalty Corp. (Note 4) 3,097   -   Proceeds from royalty buy-back (Note 8) 1,913   -   Proceeds from the sale of investments 5,231   3,500   Purchase of Tether Gold cryptocurrency tokens (Note 7) ( 1,000 ) -   Other movements (Note 22) 5   333   Total cash provided by (used in) investing activities ( 56,325 ) 4,514   Cash flows from financing activities Interest received 507   198   Interest paid ( 408 ) ( 1,979 ) Loan repayments (Note 12) ( 28,000 ) ( 27,000 ) Proceeds from private placement (Note 13 and 18) 100,000   12,763   Share issue costs ( 227 ) ( 91 ) Proceeds from exercise of options and settlement of PSUs (Note 14) 2,674   -   Finance lease payments 10   -   Total cash provided by (used in) financing activities 74,556   ( 16,109 ) Effect of exchange rate changes on cash and cash equivalents ( 353 ) ( 54 ) Change in cash and cash equivalents 48,689   ( 6,833 ) Cash and cash equivalents, beginning 4,454   11,287   Cash and cash equivalents, ending $ 53,143   $ 4,454   Supplemental disclosure with respect to cash flows (Note 22) The accompanying notes are an integral part of these consolidated financial statements. Consolidated Financial Statements Expressed in U.S. Dollars ($000s), except per share amounts Consolidated Statements of Shareholders' Equity Number of common shares Share Capital Contributed Surplus AOCI  Deficit  Total Balance as at December 31, 2023 19,599,041   $ 177,424   $ 5,664   $ 1,280   $ ( 29,169 ) $ 155,199   Issued during the year: Shares issued for royalty interests 5,058,652   40,762   -  -  -  40,762   Less: share issuance costs -  ( 91 ) -  -  -  ( 91 ) Share-based payments -  -  1,388   -  -  1,388   Share cancellation ( 81,432 ) ( 646 ) -  -  -  ( 646 ) Forfeit of share options -  -  ( 517 ) -  517   -   Net loss and comprehensive loss for the year -  -  -  136   ( 364 ) ( 228 ) Balance as at December 31, 2024 24,576,261 $ 217,449   $ 6,535   $ 1,416   $ ( 29,016 ) $ 196,384   Issued during the year: Acquisition of EMX Royalty Corp. 31,500,450   466,490   10,799   -  -  477,289 Shares issued in private placement 7,502,502   100,000   -  -  -  100,000   Less: share issuance costs - ( 227 ) -  -  -  ( 227 ) Shares issued for exercise of share options 242,282   3,908   ( 1,129 ) -  -  2,779   Shares issued for settlement of PSUs 8,500   62   ( 167 ) -  -  ( 105 ) Share-based payments -  -  2,436 &#16

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