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

June 30, 2026















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

As at June 30,As at December 31,
20262025
Restated (Note 2)
Assets
Cash and cash equivalents (Note 4)
$74,221 $53,143 
Trade receivables and other assets (Note 5)
27,487 25,154 
Investments (Note 6)
16,052 16,115 
Total current assets117,760 94,412 
Trade receivables and other assets (Note 5)
3,626 2,043 
Investment in associate990 1,000 
Royalty interests (Note 7)
797,425 807,676 
Property and equipment2,539 2,610 
Total non-current assets804,580 813,329 
Total Assets$922,340 $907,741 
Liabilities
Accounts payable and accrued liabilities (Note 8)
$13,242 $6,664 
Warrant liability (Note 9)
8,233 7,684 
Total current liabilities21,475 14,348 
Deferred income tax liability114,233 112,978 
Total non-current liabilities114,233 112,978 
Total Liabilities135,708 127,326 
Shareholders' Equity
Share capital (Note 11)
794,648 787,682 
Contributed surplus16,307 17,481 
Accumulated other comprehensive income ("AOCI")1,085 1,503 
Deficit(25,408)(26,251)
Total Shareholders' Equity786,632 780,415 
Total Liabilities and Shareholders' Equity$922,340 $907,741 
Event subsequent to the reporting date (Note 19)


Approved on behalf of the Board of Directors on August 10, 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 June 30,Six months ended June 30,
2026 2025 2026 2025 
Revenue (Note 12)
$23,788 $9,094 $48,110 $20,733 
Depletion of royalty interests (Note 7)
(8,139)(3,629)(16,756)(9,003)
Gross profit15,649 5,465 31,354 11,730 
General and administrative expenses (Note 13)1
(5,603)(2,243)(11,189)(3,843)
Royalty generation expenses, net (Note 14)
(1,081)- (2,517)- 
Share-based compensation expense (Note 8 and 11)
(1,761)(556)(3,769)(1,313)
Share of profit (loss) from associate(6)607 (10)1,052 
Loss on disposals(213)(1,833)(243)(1,807)
Impairment charges(677)- (677)- 
Profit from operations6,308 1,440 12,949 5,819 
Other income and expenses
Interest income444 76 657 105 
Interest and finance expenses(381)(104)(560)(235)
Gain (loss) on revaluation of financial instruments (Note 6 and 9)
1,010 (205)(1,468)(26)
Foreign exchange gain (loss)34 112 (10)140 
Other income- 27 - 156 
Income before income taxes7,415 1,346 11,568 5,959 
Deferred tax expense(461)- (838)- 
Current tax expense(3,356)(1,186)(6,049)(2,351)
Total net income3,598 160 4,681 3,608 
Other comprehensive income
Loss on revaluation of digital currency (Note 6)
(533)- (428)- 
Foreign currency translation adjustment3 (8)10 (36)
Other comprehensive loss(530)(8)(418)(36)
Total comprehensive income$3,068 $152 $4,263 $3,572 
Earnings per share
Basic earnings per share (Note 16)
$0.06 $0.01 $0.07 $0.15 
Diluted earnings per share (Note 16)
$0.05 $0.01 $0.07 $0.15 
Weighted average number of common shares outstanding - basic (Note 16)
64,368,93824,576,25964,218,79524,576,259
Weighted average number of common shares outstanding - diluted (Note 16)
66,545,17824,576,25966,421,86924,744,102





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 June 30,Six months ended June 30,
2026202520262025
Cash flows from operating activities
Income for the period$3,598 $160 $4,681 $3,608 
Adjustments for:
Depletion and depreciation 8,212 3,629 16,887 9,003 
Share-based compensation expense (Note 8 and 11)
1,761 556 3,769 1,313 
(Gain) loss on revaluation of financial instruments(1,010)205 1,468 26 
Interest and finance expenses381 104 560 235 
Impairment charges677 - 677 - 
Tax expense3,817 1,186 6,887 2,351 
Other(131)987 (401)289 
Changes in non-cash working capital items:
Accounts receivable(2,169)6,885 (1,823)1,017 
Accounts payable and accrued liabilities3,468 666 3,429 (916)
Total cash provided by operating activities before taxes18,604 14,378 36,134 16,926 
Taxes paid(3,072)(1,156)(6,108)(1,332)
Total cash provided by operating activities15,532 13,222 30,026 15,594 
Cash flows from investing activities
Acquisition of royalty interests (Note 7)
(7,182)- (7,182)- 
Distributions from SLM California- 1,188 - 2,110 
Proceeds from the sale of investments (Note 6)
456 5,123 1,032 5,218 
Purchase of marketable securities (Note 6)
- - (461)- 
Purchase of Tether Gold cryptocurrency tokens (Note 6)
- - (1,000)- 
Other(401)- (467)- 
Total cash provided by (used in) investing activities(7,127)6,311 (8,078)7,328 
Cash flows from financing activities
Interest received426 76 611 105 
Interest paid(103)(72)(183)(171)
Loan repayments (Note 10)
- - - (3,000)
Deferred financing costs (Note 10)
(474)- (1,608)- 
Proceeds from exercise of options (Note 11)
891 - 4,296 - 
Dividends paid(1,927)- (1,927)- 
Repurchase and cancellation of common shares (Note 11)
(1,993)- (1,993)- 
Finance lease payments(30)- (61)- 
Total cash provided by (used in) financing activities(3,210)4 (865)(3,066)
Effect of exchange rate changes on cash and cash equivalents(95)112 (5)140 
Change in cash and cash equivalents5,100 19,649 21,078 19,996 
Cash and cash equivalents, beginning69,121 4,801 53,143 4,454 
Cash and cash equivalents, ending$74,221 $24,450 $74,221 $24,450 

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 
Exercise of stock options542,660 8,264 (3,347)- - 4,917 
Settlement of restricted share units78,103 695 (1,316)- - (621)
Repurchase and cancellation of common shares(128,280)(1,993)- - - (1,993)
Share-based payments- - 3,507 - - 3,507 
Expiry of stock options- - (18)- 18 - 
Dividends declared- - - - (3,856)(3,856)
Net income and comprehensive income (loss) for the period- - - (418)4,681 4,263 
Balance as at June 30, 202664,322,478$794,648 $16,307 $1,085 $(25,408)$786,632 
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- - 1,313 - - 1,313 
Expiry of stock options- - (232)- 232 - 
Net income and comprehensive income (loss) for the period- - - (36)3,608 3,572 
Balance as at June 30, 202524,576,259$217,449 $7,616 $1,380 $(25,176)$201,269 







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 ($000s), except where indicated
Note 1 - Nature of Operations
Elemental Royalty Corporation (formerly Elemental Altus Royalties Corp.) (the “Company” or “Elemental”), was incorporated under the laws of the Province of British Columbia. The Company is primarily involved in the acquisition and generation of precious and base metal royalties. The Company's head office is 10001 W. Titan Road, Littleton, Colorado, USA and the registered office address is Suite 905, 815 West Hastings Street, Vancouver, British Columbia, Canada. The Company’s common shares trade on the Nasdaq Exchange under the trading symbol “ELE” and on the Toronto Stock Exchange ("TSX") under the ticker symbol “ELE”.
These condensed consolidated interim financial statements of the Company are presented in thousands of United States Dollars ("US Dollars" or "US$"), 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 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 August 10, 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 were 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.
Restatement of Prior Year's Comparatives
During the period ended June 30, 2026 the Company recorded measurement period adjustments related to the acquisition of EMX Royalty Corp. ("EMX") completed on November 13, 2025. Comparative information has been revised retrospectively to reflect these adjustments in accordance with IFRS 3, Business Combinations. Refer to Note 3 for further details.
The effects of the restatement on the individual line items within the Company's consolidated statement of financial position as at December 31, 2025 are as follows:
As previously reported ReclassificationRestated
Royalty interests (Note 7)
$808,720 $(1,044)$807,676 
Property and equipment1,141 1,469 2,610 
Deferred tax liability$112,553 $425 $112,978 
Critical Accounting Estimates and Judgments
These condensed consolidated interim financial statements follow the same critical accounting estimates and judgments 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.
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
Basis of Consolidation
These condensed consolidated interim 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. SirketiTurkeyUS Dollar100%100%
Minera Tercero SpAChileUS Dollar100%100%

Note 3 - Acquisitions

Acquisition of EMX Royalty Corp.
On November 13, 2025, the Company closed an arrangement agreement whereby the Company acquired all of the issued and outstanding shares of 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.



TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
8

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 3 - Acquisitions (continued)
In the Company's consolidated financial statements for the year ended December 31, 2025, the Company determined the fair value of the assets acquired and liabilities assumed in the EMX acquisition based on management's preliminary best estimate of their fair values, taking into account all relevant information available at the time. The Company has not yet finalized the assessment of the estimated fair value of assets acquired and liabilities assumed, which the Company expects to finalize by the one-year anniversary of the acquisition date, at the latest. During the six months ended June 30, 2026, the Company obtained additional information regarding the facts and circumstances that existed as of the acquisition date relating to certain royalty interests acquired. As a result of this new information, the Company recorded measurement period adjustments to the provisional amounts previously recognized in accordance with IFRS 3, Business Combinations. These adjustments have been recognized retrospectively as of the acquisition date, with comparative information revised accordingly. The table below presents the purchase consideration transferred and the revised provisional fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date, reflecting the measurement period adjustments recognized during the six months ended June 30, 2026.
Consideration
Number of Elemental shares issued to EMX shareholders31,500,450
Closing price of an Elemental share on November 12, 2025 (C$)$20.74 
C$/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 interests489,094 
Property and equipment2,631 
Accounts payable and accrued liabilities(13,335)
Warrant liability(5,507)
Loan payable(24,714)
Deferred tax liability(111,648)
Total assets acquired, net of liabilities assumed$477,289 

Acquisition of Vizsla Royalties Corp.
On May 13, 2026 the Company announced that it had entered into a definitive agreement pursuant to which Elemental would acquire all of the issued and outstanding common shares of Vizsla Royalties Corp. ("Vizsla") by way of a court-approved plan of arrangement (the "Plan of Arrangement") for total consideration of approximately $239.0 million or C$4.13 per share of Vizsla on a fully-diluted basis. Subsequent to period end, Vizsla announced that it had received shareholder and court approval for the Plan of Arrangement. As at June 30, 2026 the Company had incurred costs totaling $1.1 million (Note 5) in connection with the acquisition.



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 4 - Cash and Cash Equivalents
At June 30, 2026, and December 31, 2025, the Company had the following cash and cash equivalents:
June 30,December 31,
20262025
Cash$73,903 $52,684 
Demand deposits318 459 
Total cash and cash equivalents$74,221 $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 and Eastern Europe 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 June 30, 2026, and December 31, 2025, trade receivables and other assets were as follows:
June 30,December 31,
20262025
Trade and accrued royalties receivable$19,929 $20,992 
Deferred milestone payments2,329 2,779 
Refundable taxes1,786 806 
Prepayments1,538 1,501 
Deferred financing costs1,554 178 
Deferred acquisition costs (Note 3 and 19)
1,357 - 
Recoverable royalty generation expenditures and advances2,163 506 
Reclamation bonds, deposits and other457 435 
Total receivables and other assets31,113 27,197 
Less: current portion(27,487)(25,154)
Non-current portion$3,626 $2,043 
Non-current trade receivables and other assets include certain deferred production-based milestones from the Korali-Sud royalty, deferred acquisition costs and the long-term portion of the unamortized deferred financing costs.

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 6 - Investments
As at June 30, 2026, and December 31, 2025, the Company had the following changes to investments:
June 30,December 31,
2026 2025 
Opening balance$16,115 $2,243 
Additions1,574 16,221 
Disposals(1,032)(5,231)
Revaluation gains (losses)(605)2,882 
Ending balance$16,052 $16,115 

During the period, the Company purchased $1.0 million in Tether Gold XAU₮ cryptocurrency tokens (Note 15). The fair value of the Tether Gold XAU₮ cryptocurrency tokens as at June 30, 2026 was $1.7 million (December 31, 2025 - $1.1 million).

Note 7 - Royalty Interests
As at and for the six months ended June 30, 2026:
CostAccumulated Depletion
Opening (Restated (Note 2))AdditionsDisposals/ImpairmentEndingOpening Depletion Disposals/ImpairmentEndingCarrying Amount
Royalty Interests
Ballarat, Australia
$9,896 $- $- $9,896 $3,067 $742 $- $3,809 $6,087 
Balya, Türkiye25,702 - - 25,702 258 1,147 - 1,405 24,297 
Bonikro, Cote d'Ivoire
31,800 - - 31,800 7,194 4,202 - 11,396 20,404 
Cactus, U.S.A
7,922 - - 7,922 - - - - 7,922 
Caserones, Chile
132,496 - - 132,496 1,079 3,828 - 4,907 127,589 
Chapi, Peru
19,722 - - 19,722 - 88 - 88 19,634 
Diablillos, Argentina
31,682 - - 31,682 - - - - 31,682 
Dugbe, Liberia
16,505 - - 16,505 - - - - 16,505 
Gediktepe, Türkiye25,807 - - 25,807 216 939 - 1,155 24,652 
Karlawinda, Australia
37,166 - - 37,166 11,278 1,183 - 12,461 24,705 
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.
32,731 - - 32,731 904 1,898 - 2,802 29,929 
Timok, Serbia
194,600 - - 194,600 524 2,135 - 2,659 191,941 
Vittangi, Sweden
35,353 - - 35,353 - - - - 35,353 
Wahgnion, Burkina Faso
12,379 - - 12,379 6,227 - - 6,227 6,152 
Yenipazar, Turkey39,445 - - 39,445 - - - - 39,445 
Other Producing Royalties11,784 250 - 12,034 1,633 594 - 2,227 9,807 
Other Royalty Interests*104,733 6,932 (677)110,988 - - - - 110,988 
Total$845,182 $7,182 $(677)$851,687 $37,506 $16,756 $- $54,262 $797,425 

*Included in Other Royalty Interests is $91.2 million of exploration and evaluation assets as defined by IFRS 6.
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 7 - Royalty Interests
Western Queen Royalty Conversion
During the 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 per-ounce gold royalty was 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 and, following the satisfaction of certain milestone conditions relating to the execution of qualifying toll treatment arrangements for gold produced from the Western Queen project, paid a further A$5.0 million during the period.

Note 8 - Accounts Payable & Accrued Liabilities
June 30,December 31,
2026 2025 
Trade payables and accrued liabilities$8,152 $3,892 
Taxes payable2,013 1,901 
Dividends payable1,930 -
Other1,147 871 
Total$13,242 $6,664 
During the six months ended June 30, 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 and six months ended June 30, 2026, the Company recorded $0.0 million (2025 - $Nil) and $0.3 million (2025 - $Nil) respectively of share-based compensation related to DSUs which was included in other payables.
The following table summarizes information about the DSUs which were outstanding at June 30, 2026:
Number of DSUs
Balance as at December 31, 2025- 
Granted14,919 
Balance as at June 30, 2026
14,919 

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 June 30, 2026, the fair value of the warrant liability was $8.2 million (December 31, 2025 - $7.7 million). During the six months ended June 30, 2026, the Company recognized a loss of $1.0 million (2025 - $Nil) on revaluation of the warrant liability, which was included in the revaluation of financial instruments.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
12

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 9 - Warrant Liability (continued)
The fair value of the warrant liability was estimated using the Black-Scholes pricing model with weighted average assumptions as follows:
June 30,December 31,
20262025
Risk free interest rate (%)2.74 2.58 
Expected life (years)0.79 1.28 
Expected volatility (%)70.7 48.2 
Dividend yield (%)0.57 -
During the six months ended June 30, 2026, there were no changes in the number of warrants outstanding.
The following table summarizes information about the warrants which were outstanding as at June 30, 2026:
Date IssuedNumber of WarrantsExercisableExercise Price (C$)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 June 30, 2026, $1.6 million of unamortized transaction costs remained outstanding (Note 5).
The Amended Facility includes a number of financial covenants including maintenance of an interest coverage ratio above 3.00:1.00, maintenance of a net leverage ratio below 3.50:1.00 and maintenance of a net worth relative to that at the date of the Amended Facility plus cumulative net income thereafter. The financial covenants are measured on a quarterly basis. As at June 30, 2026 and December 31, 2025, the Company certified that it was in compliance with the terms of the covenants.
The following table summarizes the changes to the Company's loan payable during the six months ended June 30, 2026:
June 30,December 31,
20262025
Opening balance$- $2,687 
Assumed debt on acquisition of EMX- 25,000 
Repayments- (28,000)
Amortization of transaction costs- 129 
Transaction costs reclassified to other assets (Note 5)
- 184 
Ending balance$- $- 
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 10 - Borrowings (continued)
For the six months ended June 30, 2026, the Company recognized interest expense of $0.3 million (2025 - $0.2 million) on the credit facility which was included in interest and finance expenses.

Note 11 - Shareholders' Equity
Authorized
As at June 30, 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 quarterly dividend of $0.03 per common share, amounting to $1.9 million, which was paid in April 2026. On June 18, 2026, the Company declared a second quarterly dividend of $0.03 per common share, amounting to $1.9 million. As at June 30, 2026, the second quarterly dividend was included in accounts payable and accrued liabilities (Note 8) and was subsequently paid. The quarterly dividend rate represents an annualized dividend of $0.12 per common share.
On June 14, 2026 the Company initiated a new Normal-Course Issuer Bid ("NCIB"). Under the new NCIB Elemental may purchase for cancellation up to 3,222,537 common shares in the capital of the Company over a twelve month period. During the period ended June 30, 2026, 128,280 common shares were repurchased and cancelled for a total cost of $2.0 million.
Stock Options
The Company maintains an incentive compensation plan for stock options, restricted share units ("RSUs") and DSUs. The maximum number of shares reserved for issue under the plan shall not exceed 10% of the outstanding common shares of the Company, as at the date of the grant. The maximum number of common shares reserved for issue to any one person under the plan cannot exceed 5% of the issued and outstanding number of common shares at the date of the grant and the maximum number of common shares reserved for issue to a consultant or a person engaged in investor relations activities cannot exceed 2% of the issued and outstanding number of common shares at the date of the grant. The exercise price of each option granted under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSX).
The vesting terms of the awards are in the sole discretion of the Board of Directors. Options may be granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of employment, consulting agreement or holding office as a director or officer of the Company.
During the six months ended June 30, 2026, the change in stock options outstanding was as follows:
NumberWeighted Average
Exercise Price (C$)		Weighted Average
Life
Balance as at December 31, 20252,817,625$12.18 2.66 
Granted675,98423.56 
Exercised(542,660)12.38 
Forfeited(11,867)13.25 
Balance as at June 30, 20262,939,082$14.76 3.27 
Exercisable as at June 30, 20262,130,469$12.02 2.20 
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
14

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 11 - Shareholders' Equity (continued)
The following table summarizes information about the stock options which were outstanding at June 30, 2026:
Year of expiryNumber of stock optionsWeighted average exercise price (C$)
202656,440 13.52 
2027900,337 13.14 
2028218,418 9.58 
2029509,218 10.75 
2030578,685 12.59 
2033675,984 23.56 
The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:
Six months ended June 30,
20262025
Risk free interest rate (%)3.07 2.70 
Expected life (years)4.0 5.0 
Expected volatility (%)43.5 39.0 
Dividend yield (%)0.01-
During the three and six months ended June 30, 2026, the Company recorded $1.27 million (2025 - $0.4 million) and $2.6 million (2025 - $1.0 million) respectively 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 June 30, 2026:
Number of RSUsWeighted Average Life (years)
Balance as at December 31, 2025247,100 3.65 
Granted158,473 
Exercised(108,190)
Forfeited(18,425)
Balance as at June 30, 2026
278,958 2.91 
Exercisable as at June 30, 2026
- 
During the three and six months ended June 30, 2026, the Company recorded $0.5 million (2025 - $0.2 million) and $0.9 million (2025 - $0.4 million) respectively of share-based compensation related to RSUs.

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 12 - Revenue
During the three and six months ended June 30, 2026 and 2025 the Company had the following sources of revenue and other income:
Three months ended June 30,Six months ended June 30,
2026202520262025
Royalty revenue$23,434 $9,094 $47,291 $20,733 
Option, property and other revenue354 - 819 - 
Total$23,788 $9,094 $48,110 $20,733 
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 and six months ended June 30, 2026 and 2025 the Company had the following sources of royalty revenue:
Three months ended June 30,Six months ended June 30,
2026 2025 2026 2025 
Ballarat$799 $613 $1,765 $1,087 
Bonikro5,009 3,229 11,159 5,422 
Caserones6,653 - 13,490 - 
Gediktepe610 - 1,694 - 
Karlawinda3,097 2,184 5,918 4,027 
Korali-Sud- 2,513 - 9,161 
Leeville2,121 - 4,186 - 
Timok2,227 - 4,469 - 
Other producing royalties2,829 555 4,442 1,036 
Advanced royalty payments89 - 168 - 
Total$23,434 $9,094 $47,291 $20,733 

Note 13 - General and Administrative Expenses
During the three and six months ended June 30, 2026 and 2025 the Company had the following sources of general and administrative expenses:
Three months ended June 30,Six months ended June 30,
2026 2025 2026 2025 
Salaries, fees and employee benefits$3,035 $1,007 $6,116 $2,057 
Professional fees and consulting fees1,082 308 2,215 602 
Marketing and promotion196 94 284 173 
Listing and filing fees266 52 393 78 
Corporate administration780 362 1,495 497 
Project evaluation and transaction related expenses244 420 686 436 
Total$5,603 $2,243 $11,189 $3,843 
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 13 - General and Administrative Expenses (continued)
Certain comparative figures have been reclassified to general and administrative expenses to conform to current year presentation as shown in the tables below:
For the three months ended June 30As previously reported
June 30, 2025		ReclassificationReclassified June 30, 2025
General and administrative expenses$1,823 $420 $2,243 
Project evaluation$420 $(420)$- 
For the six months ended June 30As previously reported
June 30, 2025		ReclassificationReclassified June 30, 2025
General and administrative expenses$3,407 $436 $3,843 
Project evaluation$436 $(436)$- 

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 and six months ended June 30, 2026 and 2025 the Company had the following royalty generation costs:
Three months ended June 30,Six months ended June 30,
2026 2025 2026 2025 
Administrative costs$241 $- $483 $- 
Drilling, technical, and support costs364 - 506 - 
Personnel 741 - 1,610 - 
Property costs490 - 972 - 
Professional fees43 - 88 - 
Total Expenditures1,879 - 3,659 - 
Recoveries from partners(798)- (1,142)- 
Net Expenditures$1,081 $- $2,517 $- 

Note 15 - Related Party Transactions
The aggregate value of transactions and outstanding balances relating to key management personnel for the three and six months ended June 30, 2026 and 2025 were as follows:
Three months ended June 30,Six months ended June 30,
2026202520262025
Salaries, fees, benefits and professional fees$1,629 $391 $3,157 $1,002 
Share-based compensation1,285 360 2,873 864 
Total$2,914 $751 $6,030 $1,866 
As at June 30, 2026 the Company held $1.7 million (December 31, 2025 - $1.1 million) in Tether Gold XAU₮ cryptocurrency tokens. As at June 30, 2026, $0.2 million (December 31, 2025 - $0.1 million) was due to related parties.

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 16 - Earnings per Share
Three months ended June 30,Six months ended June 30,
2026202520262025
Net income$3,598 $160 $4,681 $3,608 
Weighted average number of common shares outstanding - basic64,368,93824,576,25964,218,79524,576,259
Dilutive effect of stock options and warrants2,176,240-2,203,074167,843
Weighted average number of common shares outstanding - diluted66,545,17824,576,25966,421,86924,744,102
Basic earnings per share$0.06 $0.01 $0.07 $0.15 
Diluted earnings per share$0.05 $0.01 $0.07 $0.15 

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.
As at June 30, 2026 and December 31, 2025, the Company had royalty interests located geographically as follows:
North AmericaSouth AmericaEuropeAustraliaAfricaTotal
Royalty interests
As at June 30, 2026$73,918 $197,935 $351,357 $118,930 $55,285 $797,425 
As at December 31, 2025
(Restated (Note 2))
$75,850 $201,851 $355,812 $114,229 $59,934 $807,676 

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.
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)
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 June 30, 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.
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 June 30, 2026
Recurring MeasurementsLevel 1Level 2Level 3Total
Investments$6,203 $9,849 $- $16,052 
Warrant liability- (8,233)- (8,233)
Total$6,203 $1,616 $- $7,819 
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
19

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 June 30, 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
20

Notes to the Condensed Consolidated Interim Financial Statements
Unaudited - Expressed in U.S. Dollars ($000s), except where indicated
Note 19 - Event Subsequent to the Reporting Date

The Company entered into a $25.0 million investment package with Quilla Resources Inc. ("Quilla") and its subsidiary Minera Pampa de Cobre S.A.C. by subscribing to 104,000 common shares of Quilla for $20.0 million and acquiring an additional uncapped 1.0% NSR royalty over the Pampa Negra and Candelaria concessions on the Chapi project, thereby increasing the Company's total royalty interest over the Pampa Negra and Candelaria concessions to a total of 3.0% NSR, with the Candelaria royalty stepping down to 2.0% NSR in July 2034.
TSX: ELE / NASDAQ: ELEElemental Royalty Corporation
21