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Elemental Royalty Corporation
(formerly Elemental Altus Royalties Corp.)
Condensed Consolidated Interim Financial Statements
(Unaudited)

March 31, 2026















Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s)
Condensed Consolidated Interim Statements of Financial Position

As at March 31,As at December 31,
20262025
Assets
Cash and cash equivalents (Note 4)
$69,121 $53,143 
Trade receivables and other assets (Note 5)
24,959 25,154 
Investments (Note 6)
16,780 16,115 
Total current assets110,860 94,412 
Trade receivables and other assets (Note 5)
2,996 2,043 
Investment in associate996 1,000 
Royalty interests (Note 7)
800,103 808,720 
Property and equipment1,143 1,141 
Total non-current assets805,238 812,904 
Total Assets$916,098 $907,316 
Liabilities
Accounts payable and accrued liabilities (Note 8)
$8,924 $6,664 
Warrant liability (Note 9)
9,437 7,684 
Total current liabilities18,361 14,348 
Deferred income tax liability112,930 112,553 
Total non-current liabilities112,930 112,553 
Total Liabilities131,291 126,901 
Shareholders' Equity
Share capital (Note 11)
793,789 787,682 
Contributed surplus16,499 17,481 
Accumulated other comprehensive income ("AOCI")1,615 1,503 
Deficit(27,096)(26,251)
Total Shareholders' Equity784,807 780,415 
Total Liabilities and Shareholders' Equity$916,098 $907,316 
Event subsequent to the reporting date (Note 20)


Approved on behalf of the Board of Directors on May 11, 2026
Signed:"David M Cole"DirectorSigned:"Sunny Lowe"Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts
Condensed Consolidated Interim Statements of Income and Comprehensive Income
Three months ended March 31,
 2026 2025 
Revenue (Note 12)
$24,322 $11,639 
Depletion of royalty interests (Note 7)
(8,617)(5,374)
Gross profit15,705 6,265 
  
General and administrative expenses (Note 13)1
(5,586)(1,600)
Royalty generation expenses, net (Note 14)
(1,436)- 
Share-based compensation expense (Note 8 and 11)
(2,008)(757)
Share of profit (loss) from associate(4)445 
Gains (losses) on disposals(30)26 
Profit from operations6,641 4,379 
Other income and expenses
Interest income213 29 
Interest and finance expenses (Note 10)
(179)(131)
Gain (loss) on revaluation of financial instruments (Note 6 and 9)
(2,478)179 
Foreign exchange gain (loss)(44)28 
Other income- 129 
Income before income taxes4,153 4,613 
Tax expense(3,070)(1,165)
Total net income1,083 3,448 
Other comprehensive income
Gain on revaluation of digital currency (Note 6)
105 - 
Foreign currency translation adjustment7 (28)
Other comprehensive income (loss)112 (28)
Total comprehensive income$1,195 $3,420 
Earnings per share
Basic earnings per share (Note 16)
$0.02 $0.14 
Diluted earnings per share (Note 16)
$0.02 $0.14 
Weighted average number of common shares outstanding - basic (Note 16)
64,066,98424,576,259
Weighted average number of common shares outstanding - diluted (Note 16)
66,355,51824,576,259







1 Certain comparative figures have been reclassified to general and administrative expenses to conform to current year presentation as illustrated in Note 13.
The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s)
Condensed Consolidated Interim Statements of Cash Flows

Three months ended March 31,
 20262025
Cash flows from operating activities
Income for the period$1,083 $3,448 
Adjustments for:
Depletion and depreciation 8,675 5,374 
Share-based compensation expense (Note 8 and 11)
2,008 757 
Loss (gain) on revaluation of financial instruments2,478 (179)
Interest and finance expenses (Note 10)
179 131 
Tax expense3,070 1,165 
Other non-cash movements (Note 19)
(270)(698)
Changes in non-cash working capital items:
Accounts receivable346 (5,868)
Accounts payable and accrued liabilities(39)(1,582)
Total cash provided by operating activities before taxes17,530 2,548 
Taxes paid(3,036)(176)
Total cash provided by operating activities14,494 2,372 
Cash flows from investing activities
Distributions from SLM California- 922 
Proceeds from the sale of investments (Note 6)
576 95 
Purchase of marketable securities (Note 6)
(461)- 
Purchase of Tether Gold cryptocurrency tokens (Note 6)
(1,000)- 
Other movements (Note 19)
(66)- 
Total cash provided by (used in) investing activities(951)1,017 
Cash flows from financing activities
Interest received185 29 
Interest paid(80)(99)
Loan repayments (Note 10)
- (3,000)
Deferred financing costs (Note 10)
(1,134)- 
Proceeds from exercise of options (Note 11)
3,405 - 
Finance lease payments(31)- 
Total cash provided by (used in) financing activities2,345 (3,070)
Effect of exchange rate changes on cash and cash equivalents90 28 
Change in cash and cash equivalents15,978 347 
Cash and cash equivalents, beginning53,143 4,454 
Cash and cash equivalents, ending$69,121 $4,801 
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except per share amounts
Condensed Consolidated Interim Statements of Shareholders' Equity

Number of
common shares		Share CapitalContributed SurplusAOCIDeficitTotal
Balance as at December 31, 202563,829,995$787,682 $17,481 $1,503 $(26,251)$780,415 
Issued during the period:
Shares issued for exercise of stock options395,165 6,107 (2,702)- - 3,405 
Share-based payments- - 1,720 - - 1,720 
Dividends declared- - - - (1,928)(1,928)
Net income and comprehensive income for the period- - - 112 1,083 1,195 
Balance as at March 31, 202664,225,160$793,789 $16,499 $1,615 $(27,096)$784,807 
Number of
common shares		Share CapitalContributed SurplusAOCIDeficitTotal
Balance as at December 31, 202424,576,259$217,449 $6,535 $1,416 $(29,016)$196,384 
Share-based payments- - 757 - - 757 
Net income and comprehensive income (loss) for the period- - - (28)3,448 3,420 
Balance as at March 31, 202524,576,259$217,449 $7,292 $1,388 $(25,568)$200,561 







The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 1 - Nature of Operations
Elemental Royalty Corporation (formerly Elemental Altus Royalties Corp.) (the “Company” or “Elemental”), was incorporated under the laws of the Province of British Columbia. The Company is primarily involved in the acquisition and generation of precious and base metal royalties. The Company's head office is 10001 W. Titan Road, Littleton, Colorado, USA and the registered office address is Suite 905, 815 West Hastings Street, Vancouver, British Columbia, Canada. The Company’s common shares trade on the Nasdaq Exchange under the trading symbol “ELE” and on the Toronto Stock Exchange ("TSX") under the ticker symbol “ELE”.
These condensed consolidated financial statements of the Company are presented in United States Dollars ("US Dollars" or "US$"), unless otherwise noted, which is the functional currency of the parent company. The notation “$” represents US dollars, “C$” represents Canadian dollars, and “A$” represents Australian dollars.

Note 2 - Basis of Presentation
Statement of Compliance
The unaudited condensed consolidated interim 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 ("IASB") (the “IFRS Accounting Standards”).
The condensed consolidated interim financial statements were approved by the board and authorized for issue on May 11, 2026.
Summary of Material Accounting Policies
The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended December 31, 2025, except as described below. There was no material impact on the financial statements from new accounting standards or amendments to accounting standards, effective January 1, 2026.
New Accounting Policies
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the International Accounting Standards Board issued amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments relating to settling financial liabilities using electronic payment systems and assessing contractual cash flow characteristics of financial assets. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The amendments are effective for periods beginning on or after January 1, 2026, and adoption of these amendments did not have a material effect on our condensed consolidated interim financial statements. For financial liabilities settled in cash using an electronic payment system, we applied the election to deem these financial liabilities to be discharged before the settlement date. The amendments have been applied retrospectively with no restatement of comparative information, in accordance with transition requirements on initial application of IFRS 9.
Deferred Share Units ("DSUs")
Share-based payment arrangements related to deferred share units are measured at fair value. Deferred share units are liability awards settled in cash and measured at the quoted market price at the grant date and the corresponding liability is adjusted for changes in fair value at each subsequent reporting date until the awards are settled.

TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
6

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 2 - Basis of Presentation (continued)
New Accounting Policies Issued But Not Yet Effective
Certain pronouncements have been issued by the IASB or the International Financial Reporting Interpretations Committee ("IFRIC") that are not mandatory for the current period and have not been early adopted. The Company has reviewed these updates and the amendment that is applicable to the Company is discussed below:
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact of the new standard.
Critical Accounting Estimates and Judgments
These condensed consolidated interim financial statements follow the same critical accounting estimates and judgements as the Company's most recent annual financial statements and should be read in conjunction with the annual audited consolidated financial statements of the Company for the year ended December 31, 2025.
Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries. Material subsidiaries are listed in the following table:
Ownership Percentage
NamePlace of IncorporationFunctional Currency20262025
Altus Royalties LimitedEngland & WalesUS Dollar100%100%
Altus Strategies LimitedEngland & WalesUS Dollar100%100%
Bullion Monarch Mining, Inc.United States of AmericaUS Dollar100%100%
Elemental One LimitedBVIUS Dollar100%100%
Elemental Resources LimitedEngland & WalesPound Sterling100%100%
Elemental Royalties (Australia) Pty Ltd.AustraliaUS Dollar100%100%
Elemental Royalties DelawareUnited States of AmericaUS Dollar100%100%
EMX (USA) Services Corp.United States of AmericaUS Dollar100%100%
EMX Chile SpAChileUS Dollar100%100%
EMX Royalty CorporationCanadaUS Dollar100%100%
Eurasia Madencilik Ltd. SirketiTürkiyeUS Dollar100%100%
Minera Tercero SpAChileUS Dollar100%100%






TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
7

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 3 - Acquisition of EMX Royalty Corporation
On November 13, 2025, the Company closed an arrangement agreement whereby the Company acquired all of the issued and outstanding shares of EMX Royalty Corporation ("EMX") (the "Transaction"). Pursuant to the terms and conditions of the arrangement agreement between the Company and EMX dated September 4, 2025 (the "Arrangement Agreement"), EMX shareholders received 0.2822 of a common share for each EMX common share held prior to the Transaction, for a total of 31,500,450 common shares issued. In accordance with the Arrangement Agreement, each EMX share option was replaced with a fully vested replacement Elemental share option and each EMX warrant was replaced with a replacement Elemental warrant. The fair value of the replacement options and warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
OptionsWarrants
Risk free interest rate (%)2.47 2.45 
Expected life (years)2.41.4
Expected volatility (%)44.4 45.3 
Dividend yield (%)- - 
For accounting purposes, the Company determined that the Transaction met the definition of a business combination under IFRS 3 - Business Combinations and applied the acquisition method of accounting. The closing date of the Transaction was determined to be November 13, 2025 and Elemental was determined to be the acquiring company. Upon completion of the acquisition of EMX, Elemental and EMX shareholders owned 51% and 49% of the Company, respectively. Below is a reconciliation of the purchase consideration for EMX along with the estimated preliminary fair value of the total assets acquired, net of liabilities assumed, as at the date of the Transaction.
Consideration
Number of Elemental shares issued to EMX shareholders31,500,450
Closing price of an Elemental share on November 12, 2025 (C$)$20.74 
C$/US$ exchange rate on November 12, 20251.4005 
Fair value of Elemental share consideration$466,490 
Fair value of EMX share options replaced with Elemental share options10,799 
Purchase consideration$477,289 
Assets and Liabilities Acquired
Cash and cash equivalents$15,941 
Trade receivables and other assets11,338 
Investments9,084 
Equity investment in associate (SLM California)104,405 
Royalty interests490,138 
Property and equipment1,162 
Accounts payable and accrued liabilities(13,335)
Warrant liability(5,507)
Loan payable(24,714)
Deferred tax liability(111,223)
Total assets acquired, net of liabilities assumed$477,289 
The allocation is preliminary and the fair values of the royalty interests acquired and deferred tax liability assumed remain subject to change based on relevant information existing as at the date of the Transaction. The Company expects to close the allocation in Q2 2026 once the final assessments of operator information are obtained for all operating assets.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
8

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 4 - Cash and Cash Equivalents
At March 31, 2026, and December 31, 2025, the Company had the following cash and cash equivalents:
March 31,December 31,
20262025
Cash$68,805 $52,684 
Demand deposits316 459 
Total cash and cash equivalents$69,121 $53,143 
The Company had demand deposits held by wholly-owned subsidiaries of the Company, which the full amount is for use and credit to the Company's exploration venture partners in the United States of America pursuant to expenditure requirements for ongoing property agreements.
Note 5 - Trade Receivables and Other Assets
The Company's trade receivables and other assets are primarily related to royalty revenue receivable, deferred compensation and milestone payments, refundable taxes from government taxation authorities, recoveries of royalty generation costs from project partners, prepaid expenses and reclamation bonds.
As at March 31, 2026, and December 31, 2025, trade receivables and other assets were as follows:
March 31,December 31,
20262025
Trade and accrued royalties receivable$20,079 $20,992 
Deferred milestone payments3,043 2,779 
Refundable taxes1,117 806 
Prepayments1,255 1,501 
Deferred financing costs (Note 10)
1,682 178 
Recoverable royalty generation expenditures and advances301 506 
Reclamation bonds, deposits and other478 435 
Total receivables and other assets27,955 27,197 
Less: current portion(24,959)(25,154)
Non-current portion$2,996 $2,043 
Non-current trade receivables and other assets include certain deferred production-based milestones from the Korali-Sud royalty and the long-term portion of the unamortized deferred financing costs.
As at March 31, 2026, the Company has no material reclamation obligations. Once reclamation of the properties is complete, the bonds will be returned to the Company. The carrying amounts of the Company's trade receivables and other assets are predominantly denominated in US Dollars. There are no other currencies with which the carrying amounts are material.

TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
9

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 6 - Investments
As at March 31, 2026, and December 31, 2025, the Company had the following changes to investments:
March 31,December 31,
2026 2025 
Opening balance$16,115 $2,243 
Additions1,514 16,221 
Disposals(576)(5,231)
Revaluation gains (losses)(273)2,882 
Ending balance$16,780 $16,115 

During the period, the Company purchased $1.0 million in Tether Gold XAU₮ cryptocurrency tokens (Note 15). The current value of the Tether Gold XAU₮ cryptocurrency tokens as at March 31, 2026 was $2.2 million (December 31, 2025 - $1.1 million).
Note 7 - Royalty Interests
As at and for the three months ended March 31, 2026:
CostAccumulated Depletion
OpeningAdditionsDisposals/ImpairmentEndingOpening Depletion Disposals/ImpairmentEndingCarrying Amount
Royalty Interests
Ballarat, Australia
$9,896 $- $- $9,896 $3,067 $378 $- $3,445 $6,451 
Balya, Türkiye24,808 - - 24,808 258 391 - 649 24,159 
Bonikro, Cote d'Ivoire
31,800 - - 31,800 7,194 2,177 - 9,371 22,429 
Cactus, U.S.A
7,922 - - 7,922 - - - - 7,922 
Caserones, Chile
132,496 - - 132,496 1,079 2,050 - 3,129 129,367 
Chapi, Peru
19,036 - - 19,036 - - - - 19,036 
Diablillos, Argentina
30,580 - - 30,580 - - - - 30,580 
Dugbe, Liberia
16,505 - - 16,505 - - - - 16,505 
Gediktepe, Türkiye24,909 - - 24,909 216 580 - 796 24,113 
Karlawinda, Australia
37,166 - - 37,166 11,278 542 - 11,820 25,346 
Korali-Sud, Mali
11,196 - - 11,196 5,126 - - 5,126 6,070 
Laverton, Australia
64,263 - - 64,263 - - - - 64,263 
Leeville, U.S.A.
48,806 - - 48,806 904 1,341 - 2,245 46,561 
Timok, Serbia
187,833 - - 187,833 524 1,104 - 1,628 186,205 
Vittangi, Sweden
34,124 - - 34,124 - - - - 34,124 
Wahgnion, Burkina Faso
12,379 - - 12,379 6,227 - - 6,227 6,152 
Yenipazar, Türkiye38,073 - - 38,073 - - - - 38,073 
Other Producing Royalties11,638 - - 11,638 1,633 54 - 1,687 9,951 
Other Royalty Assets102,796 - - 102,796 - - - - 102,796 
Total$846,226 $- $- $846,226 $37,506 $8,617 $- $46,123 $800,103 




TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
10

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 8 - Accounts Payable & Accrued Liabilities
March 31,December 31,
2026 2025 
Trade payables$1,082 $2,209 
Accrued liabilities2,509 1,683 
Lease liability459 489 
Taxes payable2,211 1,901 
Dividends payable1,927 -
Other payables and advances736 383 
Total$8,924 $6,664 
During the three months ended March 31, 2026, the Company granted 14,919 DSUs to independent directors of the Company. These DSUs are cash-settled and only redeemable upon the retirement, resignation or replacement of the director. During the three months ended March 31, 2026, the Company recorded $0.3 million (2025 - $0.0 million) of share-based compensation related to DSUs which was included in other payables and advances.
The following table summarizes information about the DSUs which were outstanding at March 31, 2026:
Number of DSUs
Balance as at December 31, 2025- 
Granted14,919 
Balance as at March 31, 202614,919 

Note 9 - Warrant Liability
During the year ended December 31, 2025, the Company issued replacement warrants as part of the acquisition of EMX. The terms of the warrants match the outstanding warrants EMX had at the closing of the transaction. These warrants are considered a derivative liability due to the exercise price being denominated in Canadian dollars compared to a US Dollar functional and presentation currency. As at March 31, 2026, the fair value of the warrant liability was $9.4 million (December 31, 2025 - $7.7 million). During the three months ended March 31, 2026, the Company recognized a loss of $2.2 million (2025 - $Nil) on revaluation of the warrant liability, which was included in the revaluation of financial instruments.
The fair value of the warrant liability was estimated using the Black-Scholes pricing model with weighted average assumptions as follows:
March 31,December 31,
20262025
Risk free interest rate (%)2.82 2.58 
Expected life (years)1.04 1.28 
Expected volatility (%)62.05 48.16 
Dividend yield--
During the three months ended March 31, 2026, there were no changes in the number of warrants outstanding.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
11

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 9 - Warrant Liability (continued)
The following table summarizes information about the warrants which were outstanding as at March 31, 2026:
Date IssuedNumber of WarrantsExercisableExercise Price (C$)Expiry Date
November 12, 20251,075,7801,075,78015.77 April 14, 2027
Total1,075,7801,075,780

Note 10 - Borrowings
Credit Facility
As at December 31, 2025 the Company had a $50.0 million revolving credit facility with National Bank of Canada ("NBC"), Canadian Imperial Bank of Commerce ("CIBC") and Royal Bank of Canada ("RBC"). On February 26, 2026, the Company signed an amendment to the existing credit facility agreement to upsize the existing credit facility to $150.0 million with a $50.0 million accordion feature (the "Amended Facility") with the Bank of Nova Scotia ("BNS") replacing RBC as a lender. Depending on the Company's leverage ratio, amounts drawn on the Amended Facility are subject to interest at SOFR plus 2.25% - 3.50% per annum, and the undrawn portion is subject to a standby fee of 0.50% - 0.78% per annum. The Amended Facility has a term of three years, extendable through mutual agreement between the Company and the lenders. In connection with the execution of the Amended Facility, the Company capitalized transaction costs of $1.6 million to be amortized over the term of the Amended Facility. As at March 31, 2026, $1.7 million of unamortized transaction costs remained outstanding (Note 5).
The Amended Facility includes a number of financial covenants including maintenance of an interest coverage ratio above 3.00:1.00, maintenance of a net leverage ratio below 3.50:1.00 and maintenance of a net worth relative to that at the date of the Amended Facility plus cumulative net income thereafter. The financial covenants are measured on a quarterly basis. As at March 31, 2026 and December 31, 2025, the Company certified that it was in compliance with the terms of the covenants.
The following table summarizes the changes to the Company's loan payable during the three months ended March 31, 2026:
March 31,December 31,
20262025
Opening balance$- $2,687 
Assumed debt on acquisition of EMX- 25,000 
Repayments- (28,000)
Amortization of transaction costs- 129 
Transaction costs reclassified to other assets (Note 5)
- 184 
Ending balance$- $- 
For the three months ended March 31, 2026, the Company recognized interest expense of $0.1 million (2025 - $0.1 million) on the credit facility which was included in finance expenses.

Note 11 - Shareholders' Equity
Authorized
As at March 31, 2026, the authorized share capital of the Company was an unlimited number of common shares without par value.
On March 20, 2026 the Company declared a dividend of $0.03 per common share in the capital of the Company. As at March 31, 2026 the dividend had not been paid and was included in accounts payable and accrued liabilities (Note 8).
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
12

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 11 - Shareholders' Equity (continued)
On March 25, 2025 the Company commenced a Normal Course Issuer Bid ("NCIB"). Under the NCIB Elemental may purchase for cancellation up to 1,228,812 common shares in the capital of the Company over a twelve month period. During the period ended March 31, 2026, no common shares were repurchased for cancellation and the NCIB expired.
Common Shares
During the three months ended March 31, 2026, the Company:
•Issued 395,165 common shares for net proceeds of $3.4 million pursuant to the exercise of stock options.
Stock Options
The Company maintains an incentive compensation plan for stock options, restricted share units ("RSUs") and deferred share units. The maximum number of shares reserved for issue under the plan shall not exceed 10% of the outstanding common shares of the Company, as at the date of the grant. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of the grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of the grant. The exercise price of each option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSX).
The vesting terms of the awards are in the sole discretion of the Board of Directors. Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of employment or holding office as a director or officer of the Company.
During the three months ended March 31, 2026, the change in stock options outstanding was as follows:
NumberWeighted Average
Exercise Price (C$)		Weighted Average
Life
Balance as at December 31, 20252,817,625$12.18 2.66
Granted663,33923.48 
Exercised(395,165)11.75 
Forfeited(8,058)12.38 
Balance as at March 31, 20263,077,741$14.67 3.39
Exercisable as at March 31, 20262,262,273$12.15 2.36
The following table summarizes information about the stock options which were outstanding at March 31, 2026:
Year of expiryNumber of stock optionsWeighted average exercise price (C$)
2026155,771 14.54 
2027901,748 13.13 
2028218,418 9.58 
2029525,629 10.76 
2030612,836 12.59 
2033663,339 23.48 
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
13

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 11 - Shareholders' Equity (continued)
The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:
Three months ended March 31,
20262025
Risk free interest rate (%)3.07 2.70 
Expected life (years)4.0 5.0 
Expected volatility (%)43.5 39.0 
Dividend yield (%)--
During the three months ended March 31, 2026, the Company recorded $1.3 million (2025 - $0.6 million) of share-based compensation expense related to stock options.
Restricted Share Units
The Company has established a RSU plan whereby RSUs will be issued to eligible employees or directors. RSUs give the holder the right to receive a specified number of common shares at the specified vesting date. RSUs vest over a period of three years from the grant date. RSU expense is recognized over the vesting period based upon the fair value of the Company’s common shares on the grant date and the awards that are expected to vest. The fair value is calculated with reference to the closing price of the Company’s common shares on the date of grant.
The following table summarizes information about the RSUs which were outstanding at March 31, 2026:
Number of RSUsWeighted Average Life (years)
Balance as at December 31, 2025247,100 3.65 
Granted155,133 
Forfeited(18,425)
Balance as at March 31, 2026383,808 3.14 
Exercisable as at March 31, 202695,276 
During the three months ended March 31, 2026, the Company recorded $0.4 million (2025 - $0.2 million) of share-based compensation related to RSUs.

Note 12 - Revenue
During the three months ended March 31, 2026 and 2025 the Company had the following sources of revenue and other income:
Three months ended March 31,
20262025
Royalty revenue$23,857 $11,639 
Option, property and other revenue465 - 
Total$24,322 $11,639 


TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
14

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 12 - Revenue (continued)
The Company has a number of exploration stage royalties and royalty generation properties being advanced by the Company and within partnered agreements. Many of these projects include staged or conditional payments owed to the Company payable in cash or partner equity pursuant to individual agreements. The Company may also earn conditional payments on producing royalties.
During the three months ended March 31, 2026 and 2025 the Company had the following sources of royalty revenue:
Three months ended March 31,
2026 2025 
Ballarat$966 $474 
Bonikro6,150 2,193 
Caserones6,837 - 
Gediktepe1,084 - 
Karlawinda2,821 1,843 
Korali-Sud- 6,648 
Leeville2,065 - 
Timok2,242 - 
Other producing royalties1,613 481 
Advanced royalty payments79 - 
Total$23,857 $11,639 

Note 13 - General and Administrative Expenses
During the three months ended March 31, 2026 and 2025 the Company had the following sources of general and administrative expenses:
Three months ended March 31,
2026 2025 
Salaries, fees and employee benefits$3,081 $1,050 
Professional fees and consulting fees1,133 294 
Marketing and promotion88 79 
Listing and filing fees127 26 
Corporate administration715 135 
Project evaluation and transaction related expenses442 16 
Total$5,586 $1,600 
Certain comparative figures have been reclassified to general and administrative expenses to conform to current year presentation as shown in the table below:
As previously reported March 31, 2025ReclassificationReclassified March 31, 2025
General and administrative expenses$1,584 $16 $1,600 
Project evaluation$16 $(16)$- 

TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
15

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 14 - Royalty Generation Expenses
The Company incurs expenditures to originate and evaluate mineral projects, partner with major and junior mining companies, and selectively retain royalty interests. During the three months ended March 31, 2026 and 2025 the Company had the following project and royalty generation costs:
Three months ended March 31,
2026 2025 
Administrative costs$242 $- 
Drilling, technical, and support costs142 - 
Personnel 869 - 
Property costs482 - 
Professional fees45 - 
Total Expenditures1,780 - 
Recoveries from partners(344)- 
Net Expenditures$1,436 $- 

Note 15 - Related Party Transactions
The aggregate value of transactions and outstanding balances relating to key management personnel for the three months ended March 31, 2026 and 2025 were as follows:
Three months ended March 31,
20262025
Salaries, fees, benefits and professional fees$1,528 $611 
Share-based compensation1,588 505 
Total$3,116 $1,116 
As at March 31, 2026 the Company held $2.2 million (December 31, 2025 - $1.1 million) in Tether Gold XAU₮ cryptocurrency tokens. As at March 31, 2026 a net $0.7 million (December 31, 2025 - $0.1 million) was due to related parties.

Note 16 - Earnings per Share
Three months ended March 31,
20262025
Net income$1,083 $3,448 
Weighted average number of common shares outstanding - basic64,066,98424,576,259
Dilutive effect of stock options and warrants2,288,534-
Weighted average number of common shares outstanding - diluted66,355,51824,576,259
Basic earnings per share$0.02 $0.14 
Diluted earnings per share$0.02 $0.14 

TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
16

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 17 - Segmented Information
The Company’s business is organized into one single operating segment, consisting of acquiring, managing and generating royalties. The Company’s chief operating decision-maker, the CEO, makes capital allocation decisions, reviews operating results and assesses performance.
Geographic revenues from royalties are determined by the location of the operations giving rise to the revenue.
For the three months ended March 31, 2026 and 2025, the Company had royalty revenue located geographically as follows:
North AmericaSouth AmericaEuropeAustraliaAfricaTotal
Royalty revenue
March 31, 2026$2,515 $6,837 $4,093 $4,262 $6,150 $23,857 
March 31, 2025$231 $- $- $2,567 $8,841 $11,639 
As at March 31, 2026 and December 31, 2025, the Company had royalty interests located geographically as follows:

North AmericaSouth AmericaEuropeAustraliaAfricaTotal
Royalty interests
As at March 31, 2026$89,896 $197,619 $341,560 $113,271 $57,757 $800,103 
As at December 31, 2025$91,251 $199,669 $343,635 $114,230 $59,935 $808,720 

Note 18 - Financial Instruments
Management of Capital
Management monitors the Company’s financial risk management policies and exposures and approves financial transactions.
The Company’s objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company’s ability to continue as a going concern. The Company manages the capital structure and makes adjustments in the light of changes in economic conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Company may issue new shares, acquire debt, or sell assets. Management regularly reviews cash flow forecasts to determine whether the Company has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.
The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the Company's credit facility. The Company was in compliance with the debt covenants in force as at March 31, 2026. Details of these covenants are included in Note 10. There were no changes in the Company's approach to capital management for the period presented.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
17

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 18 - Financial Instruments (continued)
Fair Value of Financial Instruments
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy based on the degree to which the inputs used to determine the fair value are observable. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs which are supported by little or no market activity.
The levels in the fair value hierarchy into which our financial assets and liabilities that are measured and recognized in the consolidated statement of financial position at fair value on a recurring basis were categorized as follows:
Fair value as at March 31, 2026
Recurring MeasurementsLevel 1Level 2Level 3Total
Investments$7,685 $9,095 $- $16,780 
Warrant liability- (9,437)- (9,437)
Total$7,685 $(342)$- $7,343 
Fair value as at December 31, 2025
Recurring MeasurementsLevel 1Level 2Level 3Total
Investments$6,839 $9,276 $- $16,115 
Warrant liability- (7,684)- (7,684)
Total$6,839 $1,592 $- $8,431 
The carrying value of cash and cash equivalents, current trade receivables and other assets and accounts payable and accrued liabilities, approximate their fair value because of the short-term nature of these instruments.
The Company holds warrants exercisable into common shares of public companies and has issued warrants exercisable into common shares of the Company. These warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy.
The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.
Credit Risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfil its payment obligations. The Company’s maximum exposure to credit risk is attributable to cash and cash equivalents and accounts receivable relating to royalty revenues and milestone payments. The credit risk on cash is limited because the Company invests its cash in deposits with well capitalized financial institutions. The Company’s accounts receivable is subject to the credit risk of the counterparties who own and operate the mines underlying the royalty portfolio. In order to mitigate its exposure to credit risk, the Company closely monitors its financial assets.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
18

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 18 - Financial Instruments (continued)
Interest Rate Risk
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Company uses. Treasury activities take place under procedures and policies approved and monitored by the Board to minimize the financial risk faced by the Company. Interest-bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets, and interest-bearing liabilities which comprise the loan from NBC, CIBC and BNS. Depending on the Company's leverage ratio, amounts drawn on the facility are subject to interest at SOFR plus 2.25% - 3.50% per annum, and the undrawn portion is subject to a standby fee of 0.50% - 0.78% per annum. An increase in the overall interest by 100 basis points would have increased the interest expense and decreased net income by $Nil during the period.
Market Risk
Market risks are the risks that change in market factors, such as commodity prices, foreign exchange rates or interest rates, will affect the value of the Company’s financial instruments. The Company manages market risks by either accepting it or mitigating it through the use of economic strategies.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis and its development plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings in cash and its committed liabilities.
Commodity Price Risk
The Company’s royalties are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of gold and copper are the drivers of the Company’s profitability. All of the Company’s future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s transactions are carried out in a variety of currencies, including Pound Sterling, Australian Dollar, Canadian Dollar and US Dollar and it is exposed to movements in the US Dollar against these other currencies. The Company has not hedged its exposure to currency fluctuations.
Sensitivity analysis has been performed to indicate how the profit or loss would have been affected by changes in the exchange rate between the US Dollar and each of these currencies. The analysis is based on a weakening and strengthening of these currencies by 10% against the US Dollar in which the Company has assets and liabilities at the end of each respective period. A movement of 10% reflects a reasonably possible sensitivity when compared to historical movements over a three-to-five-year timeframe. Based on the Company’s US Dollars denominated monetary assets and liabilities at March 31, 2026, a 10% strengthening in CAD, GBP and AUD relative to the US Dollar would not result in material impact in the Company’s net income. A 10% increase (decrease) of the value of other currencies relative to the US Dollar does not have a material impact on net income.

TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
19

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 19 - Supplemental Disclosure with Respect to Cash Flows
Other non-cash operating activities:
Three months ended March 31,
2026 2025 
Interest income$(213)$(29)
Losses (gains) on disposals30 (26)
Foreign exchange gain(39)(56)
Share of loss from associate4 (445)
Other non-cash items(52)(142)
Total$(270)$(698)
Other investing activities:
Three months ended March 31,
2026 2025 
Purchase and sale of property and equipment, net$(60)$- 
Reclamation bonds(6)- 
Total$(66)$- 

Note 20 - Event Subsequent to the Reporting Date

Subsequent to the reporting period, the Company completed an amendment and restatement of its existing royalty agreement over the Western Queen gold project in Western Australia, owned by Rumble Resources Limited. Under the amended royalty agreement, the Company’s existing nominal $/oz gold royalty has been replaced with an uncapped 2.5% net smelter return royalty on gold produced from the applicable Western Queen royalty area.

As consideration for the amendment, the Company paid Rumble Resources Limited A$5.0 million on closing. A further A$5.0 million is payable upon satisfaction of certain milestone conditions relating to the execution of qualifying toll treatment arrangements for gold produced from the Western Queen project.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
20