Elemental Royalty Corporation ($ELE)

Good day, everyone, and thank you for joining us for this Elemental Royalty to acquire Vizsla Royalties Conference Call. [Operator Instructions] Also, please be advised today's session is being recorded. It is now my pleasure to turn the floor over to Mr. Dave Cole, CEO of Elemental Royalty Corporation. Welcome, sir.

Thank you for that and thank you to everybody for joining us today. Absolutely my pleasure to be speaking on behalf of Elemental Royalty Corporation as we execute our distinct plan to increase the exposure to prospective mineral rights around the world via royalty ownership. And this is a preeminent opportunity for us. The Panuco deposit is a world-class deposit with what we believe is immense long-term discovery and production optionality that will be a significant benefit to our portfolio. And it's just a delight to have this opportunity. I'd like to point out that in our discussions with the management team at Vizsla Royalty, they made it clear that we were the candidate they wanted to work with and to be able to create that portfolio effect by combining assets that is so nicely rewarded within the royalty space as the royalty space rewards scale over time. The -- our goal all along has been to expose ourselves to prospective mineral rights within the mining world, and that naturally has resulted in a diversification of dominantly gold and copper assets. And with the rise in industrial demand for silver, specifically for solar cells and high-tech uses, in addition to the strong investment demand for silver, it's been in the back of my head for years now that it would be nice to be able to increase the amount of silver exposure to augment the copper and gold natural diversification that we have within our portfolio. And it might be a little corny, but I have kept on my desk for a long time now, a 1-kilo silver bar to remind me of that every day. And it's great to have the opportunity to add this asset. This will augment the silver exposure that we have at Diablillos and Balya as well. And we believe that the long-term outlook for silver demand is robust with industrial demand today at its all-time peak. Next slide, please. I'd like to -- and the slide after that, please. Of course, we always have to be cautious about our forward-looking statements. But my pleasure to have on the line today, the team, the Mikes at Vizsla. And thank you, guys. It's been a pleasure to work with you thus far. We look forward to advancing this and closing this transaction and the very strong skill sets from David Baker and Frederick Bell, my pleasure to work with you guys and looking forward to your comments here forth.

Well, thank you very much.

Go ahead, please.

Yes. Thank you very much, Dave, and I want to thank you -- send a thank you to all of the attendees here on the call. Thank you for joining this call. Speaking from Vizsla Royalties side, we're very pleased to announce this compelling and mutually beneficial transaction for the shareholders of both Elemental and Vizsla Royalties. Vizsla Royalties successfully identified and consolidated a rare Tier 1 royalty position early, and we created substantial value in a very short period of time. And we're now transitioning that value into a larger, more diversified royalty platform while maintaining meaningful exposure to the Panuco project. The transaction delivers a significant premium to Vizsla Royalties shareholders while providing the flexibility to elect to receive elemental shares, cash or a combination of both, subject to proration. I think the 3 key takeaways for Vizsla Royalties shareholders are that this is a highly strategic, mutually beneficial transaction that strengthens both companies and delivers compelling value for shareholders on both sides. Vizsla Royalties successfully created substantial value through the consolidation and advancement of a world-class royalty package at Panuco, which is now being crystallized in this transaction. Panuco is a scarce Tier 1 silver-gold asset with significant long-term upside and shareholders have continued exposure through a larger, more diversified and important to note, dividend-paying liquid royalty platform with stronger capital markets reach and additional cash flow and assets. So Vizsla Royalties has created immense value for shareholders in 2 short years. In fact, we've generated 100% annualized return since listing and outperformed other comparable single asset royalty spinouts. I'm extremely proud of the Vizsla Royalties team and what we've accomplished here in less than 2 years. And I believe this transaction delivers an excellent outcome for our shareholders and speaks to the quality and the future potential of Vizsla Silver's Panuco project.

Thanks, Mike. Jumping on to the next slide, which will outline the transaction mechanics. Business point are very simple here. Elemental Royalty is acquiring Vizsla Royalties with the key asset being the 2% to 3.5% NSR royalty over the main areas of the Panuco silver-gold project in Mexico. The consideration provides considerable flexibility. Vizsla Royalties shareholders can elect to receive 0.15 of an Elemental shares per Vizsla Royalties share or CAD 4.13 in cash or a mix subject to an CAD 82 million cash cap. Total consideration based on a May 12 closing share price is approximately CAD 327 million. This is a friendly transaction. It has unanimous approval from both Boards, support agreements from each of the officers and directors of Vizsla Royalties and certain shareholders of Vizsla Royalties, including Vizsla Silver, and they've entered into voting support agreements for a total of 23% of the register. The transaction is expected to close in Q3 2026, and that's subject to shareholder approvals, regulatory approvals and other approvals, including Mexican antitrust. Mike will definitely talk in more detail to the benefits for Vizsla Royalties shareholders, but the transaction crystallizes value at a significant premium while allowing continued participation in Panuco through Elemental. For Elemental shareholders, it adds a major royalty to an asset with near-term production potential, long-term exploration upside and importantly, for the royalty model, no operating or capital cost exposure. Jumping to the next slide. Panuco is a meaningful world-class royalty with exposure to a scarce silver-gold project with a unique combination of scale, grade, near-term production visibility and a large, uncapped royalty. These are the transactions that we are always trying to do. Panuco will be a cornerstone asset in the Elemental portfolio as one of the world's largest primary silver mines with a material gold credit. The 2025 feasibility study indicated over 17.4 million ounces of silver equivalent averaged over a 9.5-year mine life, but we think it's more than that. Consensus suggests a longer mine life of approximately 4 years with considerably more exploration upside. There is a visible pathway to production. Operator, Vizsla Silver, is fully funded for construction and key permitting applications are already advanced. The royalty itself is extremely attractive and uncapped 2% to 3.5% NSR with no buybacks and no step-downs. The area of interest covers 100% of the defined resources with less than 30% of the known targets explored. There's enormous exploration potential remaining across our royalty area. This is an established mining district in an underexplored area of the emerging Western Mexico Silver Belt Importantly; there's a significant existing infrastructure. It's a past-producing district that benefits from access to high-voltage grid power, all access weather roads, an abundance of water and proximity to deepwater ports. And with that, to talk a bit more about the Panuco asset, I'll hand over to Mike.

Thanks, Dave. So, the Panuco district is located in Western Mexico. It does host one of the largest high-grade silver primary resources in the world. The royalty package here covers approximately 6,000 hectares of the initial contiguous Panuco district. The light green concessions are covered by a 3.5% net smelter return royalty and host 148 million M&I ounces. This area also hosts approximately 90% of the proposed production and Vizsla Silver's recently published feasibility study. While the dark green concessions you see on this map are covered by a 2% NSR and host significant exploration upside, not only in the west there, northern end of the Napoleon structure, but also particularly in the East and the Northeast. So, in total, this area covers over 220 million ounces of high-grade M&I plus an additional 138 million ounces of high-grade inferred mineralization. Next slide, please. The Panuco mineral reserve estimate published in November last year includes 171 million ounces of P&P. This is roughly 47% of that global resource base. It's also important to note here the conservative commodity price assumptions applied, both the reserves and the resources stated here, which are current, are priced below $30 silver and $2,400 gold, a far cry from where commodities are currently trading. Next slide, please. So, when we look back at resource growth over the years, Vizsla Silver has consistently upgraded mineralization into higher confidence categories while also discovering additional ounces. The step change from 2023 to 2024, we see here was the result of 60,000 meters of infill drilling, which not only increased that M&I category by approximately 42% at a 5% higher grade, but it also identified near surface mineralization outboard of the previous resource boundary, further demonstrating that exceptional mineral continuity. The resource currently remains open laterally and vertically. You can also see the distribution of metal here on this slide. This is a precious metals dominant resource with roughly 60% owing to silver by weight. Next slide. So, if Panuco was in production today, it would be the fourth largest silver primary mine globally, producing 12.1 million ounces of silver per year over the first 5 years. And given the near surface high-grade nature of this mineralization, the all-in sustaining costs here are negative $7.25 on a byproduct basis and sub-$11 per ounce on a co-product. So, a true standout in the space in terms of production and costs. And additionally, the open-ended nature of the resource base and immense exploration upside, it really highlights the scalability associated with this district, which is quite rare. So with that, I'll hand it back over to Dave Baker to discuss the production outlook and how Panuco fits into the ELE portfolio.

Thanks, Mike, for showing the high quality of the Panuco asset. I'll just talk about what it means for Elemental. Look, Elemental has already been building a growth platform. We have the founders of the merged Elemental and EMX both on this call, both of which have built this platform up from scratch. You can see that through growth over time back to our pre-IPO days. 2025 GEO sales were [14,300] ounces and with our 2026 guidance of an upgrade to 17,000 to 21,000 GEOs. We had some very good performances in Q1. We are expecting further growth expected through our existing development pipeline and now through Panuco. Based on a year 1 to 3 average from the Panuco feasibility study, this takes our illustrative pro forma near-term GEOs to approximately 35,000 ounces at a meaningful 40% uplift on our -- on the midpoint of our 2026 guidance, I would say the timing is also extremely important. Panuco's first production is targeted still for the end of 2027. So, it's not a distant story. There's a near-term production profile layered on top of an already growing Elemental base. If you jump to the next slide, please. Look, the transaction is going to increase scale, revenue visibility and capital markets relevance for Elemental, all of which that we expect will support a stronger valuation profile for the company. This slide is showing the revenue impact clearly. Panuco represents about 28% of the illustrative pro forma revenue shown here versus 11% dilution to Elemental shareholders on a pro forma basis. That's assuming the 25% cash consideration cap is exercised in full. So extremely accretive on a revenue basis near term. Adding Panuco gives the market another reason to view Elemental as a larger, more diversified and more precious metal weighted company, which is important for index inclusion and broader market presence. Our re-rating case is not just about becoming bigger. It's about becoming bigger with better revenue visibility, a stronger precious metals profile and a more compelling capital markets program with better trading liquidity, a deeper portfolio opportunity and the ability to redeploy capital into new accretive investments. Panuco fits all of those hurdles for the company. Elemental continues to move up, the royalty company curve following $70 million of acquisitions and the EMX merger in 2025, whilst Vizsla Royalties shareholders will receive a premium after this transaction and retain the ability to participate in expected upside through material shareholding in Elemental. We're very excited for the future. So on that, I might hand over to Mike Konnert.

Thank you, Dave. I appreciate that, and we're very excited as well. And to speak to the benefits to Vizsla Royalties shareholders, just to expand on this here, this transaction provides Vizsla Royalties shareholders with the opportunity to realize significant value created through the consolidation of the Panuco Royalty Group there, while gaining exposure to Elemental's broader portfolio of more than 200 royalty assets. The transaction represents a premium of 31% and 22% to Vizsla Royalties closing price and the 20-day volume-weighted average trading price on May 12, respectively. The transaction of the flexibility to elect to receive Elemental shares, cash or a combination of both, subject to proration, allowing shareholders to crystallize value here at this level and/or maintain continued exposure to the Panuco project through ownership in Elemental. Shareholders electing to receive Elemental shares will benefit from the diversification away from a single asset company and exposure into Elemental's broader portfolio of high-quality producing development and exploration royalties, including meaningful continued exposure to Panuco. In addition, existing shareholders will benefit from improved trading liquidity and exposure to Elemental's enhanced capital markets profile, which includes dual listings on the NASDAQ and the TSX. The transaction further strengthens Elemental's position as a leading intermediate royalty company while also providing continued participation in Elemental's quarterly dividend program. This means that Vizsla Royalties shareholders now get paid in gold as they wait for cash flow at the Panuco project. On the next slide, please. So, in summary, we're very excited about this highly strategic and mutually beneficial transaction, which we believe delivers compelling value for both Elemental and Vizsla Royalties shareholders. For Elemental shareholders, this transaction adds a new cornerstone royalty on a scarce Tier 1 silver asset, providing meaningful near-term production growth with a fully funded operator. The acquisition further strengthens the precious metals [weighing] within the Elemental portfolio and provides exposure to significant long-term exploration upside through a life of mine uncapped royalty covering a very large area of interest. For Vizsla Royalties shareholders, the transaction crystallizes substantial value for our investments in Panuco. It delivers an attractive premium valuation and provides the flexibility to elect cash, shares or a combination of both. Shareholders who elect to receive Elemental shares will benefit from continued participation in a diversified high-quality portfolio of cash flowing and development stage royalty assets alongside enhanced capital markets presence, improved trading liquidity, a stronger balance sheet and participation in the regular dividend. And now I'll pass it over to Dave here.

Thank you. I'd like to take this opportunity to say a vote of appreciation and thanks to the Board of Directors of Vizsla Royalties. Their shareholders and the management team. It's been a delight to work with everyone to advance this transaction, which I believe clearly will further Elemental Royalties transformation into a premier mid-tier company. It's great to have the opportunity to add a meaningful cornerstone silver-gold asset to our portfolio and fits very nicely. We believe it's the right transaction at the right time and will benefit all of us who are shareholders in the company. Thank you. We're more than happy to take questions at this time.

[Operator Instructions]

And look, it's Fred Bell here from Elemental, and we've had a few questions submitted as we were giving the presentation. So if anyone wants to submit any, please keep going. But in the meantime, we'll start answering some of those questions as they go through. And one of the first questions was around diligence process and were the Elemental team able to do adequate diligence on the project at Panuco and also get to site. And I think, look, as part of our diligence across that, and there are multiple aspects to that, both across the technical side and obviously, the security side as well. I think we had the benefit of a number of members of the team and that process who had been to site, who were familiar with the project and we're able to speak to that really clearly for our team. And I think that's really important. And one thing I would just emphasize is in the history of EMX and Elemental to this point, actually, the majority of royalties we have acquired have been third-party royalties. So actually, the majority of assets we have acquired, we have not had the benefit of being able to engage with the operator and having full access to the information and information rights that Vizsla Royalties have. So I think in this circumstance, that was very helpful, having the management team and the owners of Vizsla Royalties intimately familiar with the project, being able to get access to that and then having across our team, a number of people who had been to site and we were very familiar with the project to be able to answer those questions and give us comfort. A second question we have had is regarding the -- how confident we are that the project will proceed as planned, given the recent security concerns and what sort of diligence were we able to conduct in this aspect. And again, I think very similar here in that we were able to engage a number of different consultants and groups to advise on this from different aspects and then also have the benefit of being able to cross-check those against each other. And I think that was -- it was alluded to earlier, but we have been long-term fans of the Vizsla team following the project for a long time in terms of the attractiveness of the deposit, a fantastic exploration success they've had and also putting together often underappreciated fact, but putting together a really quality team just on the management team and in terms of shareholders and stakeholders to advance the project. And so, I think all of that, we had a really strong appreciation for and have thought for a long time that this would be a royalty that would be a very accretive and good fit for the portfolio. And so I think recently, obviously, one of the focus areas for us was on that security on the ESG side. And I think we were able to -- from a number of different consultants working in country from previous knowledge discussion to people in the industry working in Mexico, we were able to get comfort and confidence that the Vizsla team are going to be able to really take this project forward and deliver it going on. Thank you. We've got a couple more questions coming in. This one might be for Mike Konnert here, and it is around Vizsla. Given that the Board is Vizsla Silver is supportive of this transaction, should we infer anything from that into plans for Vizsla Silver going ahead?

Well, I think the read-through and the inference is that we, as a Vizsla royalties team as well as Elemental have full faith that this project will move forward. We always -- the strategy behind Vizsla Royalties was always to surface hidden value for shareholders in this transaction. And the goal there was to spin out the initial royalty, consolidate the outstanding royalties in the district and give shareholders more exposure to the asset and more exposure to crystallizing value like we have here today. From the Vizsla Silver perspective, the project is moving forward relatively smoothly here. We're working with the relevant authorities in Mexico to ensure security for the project. And we think that the time line is likely still intact, and we will be able to deliver this project in the near term. And we're very excited about that. You'll see today, we've made new announcements of new employees. The team continues to grow. And the team's engagement, alignment and passion for the project moving forward is very high. So we're very excited about the future for Vizsla Silver's Panuco district.

Thank you, Mike. And we might actually just while we're on the topic here, pass the next one to you as well, which is really just an update on the expected catalyst for Panuco over the next 12 months? And any updates on the timing for permits in Mexico and the status of that?

Well, the -- our belief is that the permits will be granted in a relatively short period of time here. we think that the permitting regime in Mexico is still positive towards underground projects like we have here and certainly ones that are based on previously disturbed areas. So we are moving that forward with great pace, and we think there's going to be a very positive catalyst in that in the relatively near future. Most of the work that we're doing at Panuco, all the critical path items actually run through desktop work, including detailed engineering, including awarding contracts, which we've seen the start of here recently. And I think those milestones will continue in the next 12 months, where we'll see the property package come together, the consultants that we're working on it come together and a real clear vision for construction once those permits arrive. We'll also see more continued growth of the team and alignment towards what will be our near-term transition from development into construction and then soon into production.

Thank you, Mike. And then one further question we had was just color around the royalty coverage and how it's made up. And I might just jump back if we go here to this slide, and you can see -- and Mike spoke to it earlier briefly, but you can see it's 2 royalties here, the Rio Panuco royalty, which is in the dark green, and that is a 2% royalty and the Silverstone royalty, which is the lighter color, and that is a 3.5% royalty. So when we talk about the Panuco royalty as a whole, we are talking about these 2 individual royalties that are a 2% to 3.5% coverage on it. And I think importantly, it's 3.5% front-ended on the production here, which makes it really meaningful for the company. But that is the -- that map is really the one to tie to on the royalty front. We have another question here on the sort of on the background to the transaction and the process for Vizsla royalties and how competitive that was. And look, I might -- that might be a question initially for Mike K. to speak to, and then we can probably add to that a bit as well.

So our intention with Vizsla Royalties was always to transact on the project, and that's differentiated between our strategy with Vizsla Silver. Vizsla Silver, we believe, is a platform to grow from an incredible cash flow profile into a very large multi-asset silver company, and it's not one that we are intending to sell anytime soon here. We think that that's an incredible platform. But again, we wanted to surface this hidden value in the royalty for our shareholders, which we did. And about just under 12 months ago, we started to look at conducting a process for sale following the acquisition of the outstanding third-party royalty on the project. So that led to a number of conversations, became at some point quite competitive, and we were always excited about the opportunity to work with Elemental. And maybe I'll take this opportunity to say thank you to the Elemental team and to our advisers because it -- the way that this came together was excellent. We found that working with the Elemental team has been very, very positive, and we look forward to this partnership going forward.

Thank you, Mike. And a comment there from the Elemental side, which is that I think this is our formal and informal conversations with the Vizsla royalties team probably go back some time. And I think they were aware that we always thought this was a really high-quality project and would be a great combination in our portfolio. And I think the point that we have made consistently is actually the quality of our portfolio is relative to the quality of the Panuco asset. And that is really important because what you're doing is you're putting together here a series of really high-quality top-tier assets into one company. And in that, I think Elemental has got an incredibly strong re-rating potential. I think both in terms of the size and scale of the portfolio, the growth that we have with this, the organic growth going now to 75% from existing assets with the completion of this transaction to 2029. I think that is a growth profile that no other company in the $1 billion-plus space is going to be able to match. And really importantly, underpinned by high-quality cornerstone assets, a number of which already sit in the hands of the major royalty companies where they are effectively twice the valuation of what they are in Elemental's portfolio today. So, I think over the course of that conversation, I think that's a story and a message that's resonated not just with investors for the company and shareholders, but also when talking to counterparties like Vizsla Royalties and being able to offer them the upside of continued exposure to their project that's been something they have built from the ground up, but also within a diversified portfolio that is today more liquid than it has ever been, that is now paying a dividend, it's trading on the NASDAQ and the TSX uplist. And I think we've got a number of catalysts to come on top of the organic growth that we already have in there. So, I appreciate that. One question here more on the process side, and that is when is the transaction likely to close? -- and the timing on that. And I might pass that over to Dave Baker just to talk to that point.

Yes. Thanks, Fred. So, very standard BC plan of arrangement. So, we'll be looking at a 60-, 70-day window for that to get the requisite court approvals. We also will need Mexican antitrust approval. So that would be in the 2, mid-3 months. So yes, expecting that to close in Q3.

Okay. Fantastic. Look, I think that is -- I think that really covers the majority of the questions here. We're very available, both speaking from the Elemental side, but I'm sure from the Vizsla side as well, very available to answer questions after this if people want to follow up on specific points. Please feel free to reach out. We'll make ourselves available and hope to speak to many of you in the coming days and I appreciate you all making the time for joining this call. And lastly, to the Vizsla team for showing the trust and the faith to put this high-quality royalty into our portfolio and to be a part of our story going forward. And I think we really look forward to being a small part of the Vizsla story as they really progress the project over the coming period. So, thank you all very much for that.

[Operator Instructions] We have no signals on our phone.

That concludes today's call. You may close your lines. Have a good day.