MD&A – Q3 Financial Statements & Management Discussion & Analysis MD&A

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# MD&A – Q3 Financial Statements & Management Discussion & Analysis MD&A

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# MD&A – Q3 Financial Statements & Management Discussion & Analysis MD&A
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
(Expressed in US Dollars, unless otherwise indicated)
Date of Report: November 12, 2025
This management’s discussion and analysis (“MD&A”) for Elemental Altus Royalties Corp. (the “Company” or
“Elemental Altus”) is intended to help the reader understand the significant factors that have affected
Elemental Altus and its subsidiaries’ performance, as well as factors that may affect its future performance.
The information contained in this MD&A for the three and nine months ended September 30, 2025 should
be read in conjunction with the unaudited condensed interim consolidated financial statements for the same
period together with the audited consolidated financial statements for the year ended December 31, 2024.
The information contained within this MD&A is as of November 12, 2025.
The referenced unaudited condensed interim consolidated financial statements have been prepared in
accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements,
under International Accounting Standard 34, Interim Financial Reporting, as issued by the International
Accounting Standards Board. All figures are expressed in US dollars, the Company’s presentation and
functional currency, unless otherwise indicated. Additional information is available on the Company’s SEDAR+
profile at www.sedarplus.ca.
Contents
1. DESCRIPTION OF THE BUSINESS 3
2. OVERALL PERFORMANCE 4
3. ROYALTY PORTFOLIO 8
4. PRINCIPAL ROYALTIES 9
5. DISCUSSION OF OPERATIONS 12
6. SUMMARY OF QUARTERLY RESULTS 14
7. LIQUIDITY AND CAPITAL RESOURCES 15
8. BORROWINGS 15
9. NON-IFRS MEASURES 16
10. FINANCING ACTIVITIES 18
11. OFF-BALANCE SHEET ARRANGEMENTS 18
12. ACCOUNTING STANDARDS RECENTLY ADOPTED 19
13. RELATED PARTY TRANSACTIONS 19
14. FINANCIAL INSTRUMENTS 20
15. OUTSTANDING SHARE DATA 22
16. RISKS & UNCERTAINTIES 22
17. FORWARD-LOOKING STATEMENTS 23
Page 2 of 24
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
(Expressed in US Dollars, unless otherwise indicated)
1. DESCRIPTION OF THE BUSINESS
Elemental Altus is a TSX Venture Exchange (“TSX-V”) listed precious metals royalty company focused on
acquiring royalties and streams over producing, or near producing, assets from established operators and
counterparties.
The Company’s gold-focused royalty portfolio includes several top-tier operators and is diversified by
jurisdiction, serving to reduce operating risk to the Company and to the individual investor. By relying on
advanced assets, the Company is able to minimize funding and development risks that are outside Elemental
Altus’ control. Elemental Altus focuses on acquiring royalty assets located in multiple mining jurisdictions to
seek to mitigate the risks of political instability and policy changes.
The Company’s common shares are listed on the TSX-V under the symbol “ELE” and the OTCQX under the
symbol “ELEMF”.
The Company’s current portfolio includes nine producing royalties spread across six jurisdictions as well as
nearly seventy other royalty interests. This portfolio represents a stable current revenue profile with organic
opportunities to increase future revenue. The Company benefits from strong shareholder support from its
material investor, Tether Investments S.A. de C.V. (“Tether”), and from other institutional investors.
On September 4, 2025, the Company entered into a definitive arrangement agreement whereby Elemental
Altus will acquire all of the issued and outstanding common shares of EMX Royalty Corporation (“EMX”)
pursuant to a court-approved plan of arrangement (“EMX Merger”). The Merged Company (the “Merged
Company”) will continue under the new name Elemental Royalty Corp. Refer to note 14.
In addition, the Company has submitted a registration statement to the United States Securities and Exchange
Commission (“SEC”) to list its common shares on the Nasdaq under the proposed ticker symbol “ELE”. The
listing remains subject to SEC and other applicable regulatory approvals.
Page 3 of 24
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
(Expressed in US Dollars, unless otherwise indicated)
2. OVERALL PERFORMANCE
Three months ended Nine months ended
September 30, September 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Total revenue 6,863 3,725 27,596 10,804
Adjusted revenue* 8,216 4,825 31,974 14,773
Cash flows from operations 4,014 1,708 19,608 5,423
Adjusted cash flows from operations* 5,030 2,818 22,734 3,982
Total net profit / (loss) 1,373 630 4,981 (498)
Adjusted EBITDA* 6,190 3,702 26,445 10,342
2025 2024 2025 2024
GEO GEO GEO GEO
Total attributable Gold Equivalent Ounces
2,362 1,941 10,136 6,436
(“GEO”)
* See the “Non-IFRS Measures” section of this MD&A.
Highlights and key developments
• On February 21, 2025, the Company repaid the remaining outstanding loan principal of $3 million,
fully settling its debt. As of the date of this report, the Company has no outstanding borrowings and
has access to its undrawn $50 million facility.
• From Q1 2025, the Korali-Sud gold royalty has commenced generating revenue. The Company holds
a 3% Net Smelter Return (“NSR”) royalty on the first 226,000 ounces of gold produced from the Diba
deposit and an uncapped 2% NSR thereafter. In addition to the royalty income, the agreement includes
a series of production-based milestone payments.
• In April 2025, the Company received total proceeds of AUD $15.4 million from its Ming gold stream
receivable, which consisted of a cash payment of AUD $7.5 million and an equity interest valued at
AUD $7.9 million in Firefly Metals Ltd. The Company subsequently sold its equity interest for AUD $7.6
million.
• In July 2025, the Company paid the second tranche of $1.5 million to Cornish Metals Inc. as part of the
acquisition of an uncapped 4% NSR over the Mactung Tungsten Project. The Company initially paid
$3.0 million in August 2024.
• In August 2025, Arizona Sonoran Copper Company Inc. (“Arizona Sonoran”) has exercised their rights
to buyback 0.14% NSR of the Cactus Project Royalty, for a cash consideration of $1.9 million. The
Company initially acquired a 0.68% NSR royalty over the Cactus Project. Following the completion of
the buyback, the Company retains a 0.54% NSR royalty interest in the project.
• On September 1, 2025, the Company entered into an agreement to acquire the Laverton royalty for a
total cash consideration of A$80 million (approximately $52 million). An initial cash payment of $2.7
million has been made, with the remaining balance payable upon completion of the transaction, which
is expected to occur in the fourth quarter of 2025.
The royalty comprises an uncapped 2% Gross Revenue Royalty (“GRR”) over Genesis Minerals’ Focus
Laverton Project and on Brightstar’s producing Jasper Hills Project, in western Australia.
Page 4 of 24
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
(Expressed in US Dollars, unless otherwise indicated)
• On September 1, 2025, the Company acquired the Dugbe royalty for an initial cash consideration of
$16.5 million. The royalty comprises an uncapped 2.0% net smelter return (NSR) royalty over the 3.3
million ounce Measured and Indicated Resources at 1.3g/t gold at the Dugbe Project, which increases
to 2.5% under certain production and gold price conditions.
In addition, the agreement provides for a contingent cash consideration of up to $3.5 million, payable
upon the earlier occurrence of any of the following events:
– $700,000 upon the commencement of project construction; and
– $2,800,000 upon the commencement of commercial production; or,
– A cumulative 150,000 ounces of royalty-linked gold production at Dugbe
The contingent consideration will be recognised as a liability when it becomes probable that an outflow
of economic resources will be required to settle the obligation.
Subsequent to September 30, 2025
• EMX Merger
On September 4, 2025, the Company entered into a definitive arrangement agreement whereby
Elemental Altus will acquire all of the issued and outstanding common shares of EMX pursuant to a
court-approved plan of arrangement (“EMX Merger”). The Merged Company (the “Merged Company”)
will continue under the new name Elemental Royalty Corp.
Concurrently with and in support of the Transaction, Tether and Elemental Altus have entered into a
subscription agreement dated September 4, 2025 pursuant to which, among other things, Tether has
agreed to purchase approximately 7.5 million Elemental Altus Shares at a price of C$18.38 per share
for aggregate gross proceeds of $100 million (the “Tether Concurrent Financing”).
Terms of the transaction
Pursuant to the terms and conditions of the Arrangement Agreement, EMX shareholders will receive
0.2822 Elemental Altus Shares for each EMX Share held immediately prior to the Effective Time.
Upon completion of the Transaction, including the Tether Concurrent Financing, existing Elemental
Altus and former EMX shareholders are expected to own approximately 51% and 49% of the Merged
Company, respectively, on a basic basis.
The completion of the Transaction is subject to approval of the EMX shareholders, Elemental Altus
shareholders for the Transaction and the Tether Concurrent Financing, TSX Venture Exchange,
regulatory and court approvals and other customary closing conditions for Transactions of this nature.
As of this date of this report, Elemental Altus and EMX shareholders have both approved the
Transaction and Tether Concurrent Financing.
Subsequent to the reporting period, Tether increased its ownership interest in the Company to
approximately 52% of the issued and outstanding common shares, thereby becoming the ultimate
parent company of the Group.
• Nasdaq Listing
The Company has submitted a registration statement to the United States Securities and Exchange
Commission (“SEC”) to list its common shares on the Nasdaq under the proposed ticker symbol “ELE”.
The listing remains subject to SEC and other applicable regulatory approvals.
Page 5 of 24
ELEMENTAL ALTUS ROYALTIES CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2025
(Expressed in US Dollars, unless otherwise indicated)
Revenue & GEO Performance
The following table summarizes the Company’s revenue from royalty interests during the three and nine
months ended September 30, 2025 and 2024. Adjusted revenue also includes accrued royalty revenue from
equity investments for the same periods (see Section 9 – Non-IFRS Measures).
Three months ended Nine months ended
September 30, September 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Revenue from royalties
Amancaya - 20 - 120
Ballarat 622 114 1,709 404
Bonikro 2,578 1,228 8,000 3,023
Karlawinda 2,131 1,226 6,158 3,709
Korali-Sud 1,047 - 10,208 -
Mercedes 220 290 724 773
Mount Monger 10 - 23 -
Mount Pleasant 98 100 266 260
SKO 157 84 508 257
Wahgnion - 663 - 1,928
Total revenue 6,863 3,725 27,596 10,474
Royalty revenue from equity investments
Other income - - - 330
Caserones1 1,353 1,100 4,378 3,969
Adjusted revenue2 8,216 4,825 31,974 14,773
(1) The Caserones royalty is held by Sociedad Legal Minera California Una de la Sierra Peña Negra (“SLM California”) in
which the Company held an effective 24.4% equity int

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