Fasken, Cassels, Bennett Jones and Blakes acting as legal counsel
Elemental Altus Royalties Corp. is set to acquire EMX Royalty Corporation in a deal that will see the two companies merge under the new name Elemental Royalty Corp. The combined company will remain headquartered in Vancouver, British Columbia, and will be governed by a court-approved plan of arrangement.
The merger is supported by a significant investment from Tether Investments S.A. de C.V. Under a newly signed subscription agreement, Tether has agreed to purchase roughly 75 million Elemental Altus shares at $1.84 per share, raising gross proceeds of US$100 million.
“This transaction establishes one of the world's premier gold focused emerging streaming and royalty companies, bringing together two complementary portfolios in a compelling combination,” said Elemental Altus CEO Frederick Bell in a press release. “Elemental Altus' portfolio, with a strategic emphasis on royalty acquisition, and with more than 75 percent of revenue associated with gold producing mines, is complemented by EMX's revenue generating portfolio paired with their royalty generation business. The combination of two business that have each delivered over 17 percent compound annual growth rates in share price since their inception creates an enlarged company that is exceptionally well-placed to continue to grow in an accretive manner for shareholders.”
EMX CEO David Cole emphasized the company’s founding principles: “The ethos of EMX from the founding of the company has been to expose shareholders to the ever increasing value of mineral rights around the world. We believe that growing a diverse portfolio of royalties is the most effective way to accomplish this goal. Royalties are phenomenal financial instruments that leverage commodity price exposure and the asymmetric upside of exploration success. The integration of EMX and Elemental's portfolios are expected to greatly enhance shareholder value through increased liquidity, capital availability and importantly, discovery optionality across an expanded portfolio.”
Elemental Altus executive chairman Juan Sartori pointed to Tether’s investment as a strategic move to increase gold exposure. “We believed Elemental Altus was the ideal vehicle to execute on this strategy due to the company's strong foundation of assets and disciplined approach to investments. We are even more excited about the merged company's future following the combination with EMX, creating a platform for growth that is unmatched in the junior royalty space and allowing us to accelerate into the mid-tier royalty space.”
Once the deal closes, current Elemental Altus shareholders and former EMX shareholders will own approximately 51 percent and 49 percent of the merged company, respectively, on a fully diluted basis. The leadership team will see Juan Sartori continue as executive chairman, David Cole take on the role of CEO, and Frederick Bell become president and COO.
Fasken Martineau DuMoulin LLP is acting as Canadian legal advisor to Elemental Altus, while Greenberg Traurig, LLP is acting as US legal counsel. National Bank Financial is acting as financial advisor.
Bennett Jones LLP is acting as Canadian legal advisor to Tether with a team led by Gordon Cameron and Kristopher Hanc (M&A) and including Xenia Wong, Jaiscelle Aristorenas (M&A) and Zirjan Derwa (Competition/Antitrust).
Cassels Brock & Blackwell LLP is acting as Canadian legal advisor to EMX with a team that includes Jen Hansen, Jennifer Poirier, John Christian, Brandon Manhas, John Norman, Joel Matson and Camély Gendron. Crowell & Moring LLP is serving as U.S. legal advisor to EMX, while CIBC World Markets Inc. is acting as financial advisor.
Blake, Cassels & Graydon LLP is acting as legal advisor to the EMX special committee, with Haywood Securities Inc. as financial advisor.
The deal is expected to close in the fourth quarter of 2025, subject to customary closing conditions.
