Vizsla Royalties (VROY ) M&A announcement summary

Deal rationale and strategic fit

• Acquisition creates a diversified royalty platform with significant exposure to the Panuco silver-gold project, enhancing long-term growth potential and cash flow profile.

• Adds a high-grade, large-scale silver-gold asset to the portfolio, positioning it as a cornerstone asset with substantial exploration upside.

• Improves portfolio weighting to silver and precious metals, strengthening market positioning and growth outlook beyond 2027.

• Provides Vizsla Royalties shareholders with immediate value realization and ongoing participation in a larger, diversified royalty portfolio.

• The transaction is mutually beneficial, strengthening both companies and delivering compelling value for shareholders.

Financial terms and conditions

• Each Vizsla Royalties share can be exchanged for 0.15 Elemental shares, C$4.13 in cash, or a combination, subject to a maximum cash consideration of C$82 million.

• Total transaction value is approximately C$327 million (US$239 million), representing a 31% premium to the unaffected closing price and 22% to the 20-day VWAP as of May 12, 2026.

• Transaction includes a C$12 million termination fee under certain circumstances.

• Friendly transaction with unanimous board approval and 23% of Vizsla Royalties' register under voting support agreements.

Synergies and expected cost savings

• Combination is highly accretive on a revenue basis, with Panuco representing 28% of pro forma revenue versus 11% dilution.

• Enhanced scale and revenue visibility expected to support a stronger valuation profile and improved capital markets presence.

• Shareholders benefit from participation in Elemental’s quarterly dividend and improved trading liquidity.