Vizsla Royalties (VROY ) M&A announcement summary

Deal rationale and strategic fit

• Acquisition adds a cornerstone, uncapped 2.0–3.5% NSR royalty on the tier-1 Panuco silver-gold asset in Mexico, strengthening portfolio precious metals weighting and providing near-term revenue with significant exploration upside.

• Diversifies royalty exposure, transforms near-term revenue and cash flow profile, and enhances long-term growth potential.

• Provides access to a fully-funded, high-quality operator and a world-class portfolio of royalties with immediate returns.

• 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.

Financial terms and conditions

• Vizsla Royalties shareholders can elect to receive 0.15 Elemental shares per share, C$4.13 in cash, or a mix, subject to a C$82 million cash cap.

• Total consideration is approximately C$327 million (US$239 million), based on May 12 closing share price.

• Transaction represents a 31% premium to Vizsla Royalties’ closing price and 22% to the 20-day VWAP.

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

• Both boards unanimously approved the friendly transaction.

Synergies and expected cost savings

• Combination is highly accretive to revenue, materially enhancing near-term revenue and providing fully realizable synergies.

• Shareholders benefit from diversification, enhanced capital markets profile, improved trading liquidity, and participation in a regular dividend program.