# Elemental expands royalty portfolio with acquisition of Vizsla royalties - Link: https://www.directorstalkinterviews.com/elemental-expands-royalty-portfolio-with-acquisition-of-vizsla-royalties/4121251568 - Published: 2026-05-15T07:15:04+01:00 - Author: Amilia Stone **Elemental Royalty Corporation** (TSX: ELE) (NASDAQ: ELE) and Vizsla Royalties Corp. (TSXV: VROY) (OTCQX: VROY) have together announced that they have entered into a definitive agreement on May 13, 2026, pursuant to which Elemental will acquire all of the issued and outstanding common shares of Vizsla Royalties by way of a court-approved plan of arrangement. Under the terms of the Arrangement Agreement, each Vizsla Royalties shareholder will have the option to elect to receive, for each Vizsla Royalties Share, (i) 0.15 common shares of Elemental, (ii) C$4.13 in cash, or (iii) a combination thereof, subject to rounding and proration, based on a maximum total cash consideration of approximately C$82 million as detailed below. The total consideration for the Transaction is approximately C$327 (US$239) million or C$4.13 per Vizsla Royalties Share on a fully-diluted basis. The Transaction price represents a premium of 31% and 22% to the unaffected closing price and the 20-day volume weighted average trading price, respectively, of the Vizsla Royalties Shares as at May 12, 2026. **Transaction Highlights** * **Combination of Vizsla Royalties’ silver-gold Panuco royalty with Elemental’s high-quality, diversified portfolio creates a platform of cash-flowing and near- term development royalties with long-term growth potential** * **Opportunity to gain exposure to a high-quality royalty over an advanced development project** * **Vizsla Royalties is projected to add approximately 7,500 GEOs**^(**1**)** per year once in production, providing future revenue uplift as a new cornerstone asset in the Elemental portfolio, and material exposure to silver** * **Life of mine 2.0%-3.5% net smelter returns (“NSR”) royalty, uncapped with no buy-backs or step-downs** * **Substantial exploration upside across a large, under-explored and highly prospective land package** * **Improved trading liquidity and enhanced capital markets profile, further strengthening Elemental as a leading intermediate royalty peer** Elemental and Vizsla Royalties will host a joint conference call and webcast today, May 14, 2026, at 12:00 p.m. ET to discuss the Transaction. Details are provided at the end of the release. > **Elemental Chief Executive Officer, David M. Cole, commented**: “_As the first > major transaction for our company since the merger with EMX, and the largest single- > asset transaction in our history, we are excited to announce the acquisition of > 2.0%-3.5% NSR royalties on the Panuco silver-gold project. This is an opportunity > to add a high-grade, large-scale, silver-gold asset to our portfolio, allowing > us to benefit, both in the near and longer-term, from a meaningful royalty with > untapped exploration potential. We expect Panuco to become a cornerstone asset > in the Elemental portfolio, and to deliver significant value to our shareholders > over its life of mine. We are pleased to be partnering with the Vizsla Silver > team on their path to demonstrating the full potential of the Panuco district > while advancing the fully financed project towards production.”_ > **Vizsla Royalties Chief Executive Officer, Michael Pettingell, commented**: “ > _Since the initial spinout of Vizsla Royalties in 2024, we have focused on value > creation for shareholders and providing long-term exposure to the world’s largest, > high-grade silver primary resource at Panuco. Today’s announcement not only crystalizes > that value but also provides the opportunity for our shareholders to continue > to participate in the long-term upside potential at Panuco along with immediate > exposure to Elemental’s diversified, cash-flowing royalty portfolio._“ > **Vizsla Royalties Executive Chairman, Michael Konnert, commented:** _“Vizsla > Royalties was founded with a clear purpose: to unlock additional value for Vizsla > Silver shareholders while maintaining meaningful exposure to the long-term potential > of the Panuco Project in a royalty vehicle. The successful consolidation of additional > royalty interests at Panuco in 2025 marked an important step in advancing that > objective. The combination with Elemental represents the natural culmination of > this work and positions our shareholders to continue participating in Panuco’s > future within a larger, diversified, and growth-oriented royalty portfolio. I > am proud of what the Vizsla Royalties team has accomplished and am confident this > transaction delivers a strong outcome for our shareholders.”_ **Strategic Rationale for Elemental** The Transaction will provide Elemental with exposure to a promising silver-gold development asset and adds meaningful gold equivalent ounces to Elemental’s growth outlook beyond 2027. Key highlights include: * **Rare opportunity to acquire a meaningful life of mine royalty on a tier-one silver-gold assetVizsla Royalties holds 2.0%-3.5% NSR royalties (the “Panuco Royalties“) on the Panuco silver-gold project (the “Panuco Project“), including the Copala and Napoleon deposits, located in an established mining district in Mexico and covering a total area of 9,800 hectares. There are no caps, step-downs or buydown provisions on the Panuco Royalties. * **Panuco Project represents the addition of a cornerstone asset to the portfolioProjected near-term production and revenue will make the Panuco Project a top-three asset in the Elemental portfolio, with the 2025 Feasibility Study indicating 17.4 Moz AgEq of annual production over an initial 9.4-year mine life, and over 20 Moz AgEq annually over the first five years,^(2) making the Panuco Project one of the top five primary silver assets by production, globally.^(3) * **Near-term pathway to productionVizsla Silver Corp., the operator of the Panuco Project, is fully-financed for construction with the recent award of EPCM contracts and key permitting applications already advanced.^(4) * **Significant exploration potential across a newly consolidated, under-explored land packageVizsla Silver has a strong history of exploration success translating into resource growth across the royalty area since its publication of a maiden mineral resource estimate on the Panuco Project in 2022. Less than 30% of known mineralization has been tested to date, and the 2025 Feasibility Study only covers a small portion of the much broader Panuco district. * **Increased exposure to silver and gold productionImproves portfolio weighting to silver and precious metals with cornerstone size and scale, representing a highly strategic fit with and meaningful enhancement to Elemental’s market positioning and growth profile. **Benefits to Vizsla Royalties Shareholders** The Transaction allows Vizsla Royalties Shareholders to realize the significant value that has been created through the consolidation of the Panuco Royalties, while gaining exposure to Elemental’s broader portfolio of over 200 assets. Key highlights include: * **Transaction validates royalty value resulting from Vizsla Royalties’ investments in the Panuco ProjectThe Transaction price represents a premium of 31% and 22% to the unaffected closing price and the 20-day volume weighted average trading price, respectively, of the Vizsla Royalties Shares as at May 12, 2026. * **Exposure to Elemental’s growing high-quality portfolio of diversified producing, development, and exploration royalties, including the Panuco ProjectElemental has a portfolio of over 200 royalties, with 18 producing, cash-flowing royalties, and 28 in the advanced development stage. * **Right to elect between Elemental Shares, cash consideration, or a combination of both** The Transaction consideration provides Vizsla Royalties Shareholders with flexibility to elect Elemental Shares, cash, or a combination of both, subject to proration based on a maximum cash consideration of approximately C$82 million, allowing them to crystallize value and/or retain ongoing exposure to the Panuco Project through ownership of Elemental Shares. * **Improved trading liquidity and exposure to Elemental’s enhanced capital markets profile** Opportunity for Vizsla Royalties Shareholders to participate in Elemental’s enhanced capital markets profile with dual NASDAQ and TSX listings, broader research coverage and an established institutional shareholder base, with the Transaction further strengthening Elemental as a leading intermediate royalty peer. * **Ongoing return of capital through participation in Elemental’s quarterly dividendElemental recently announced the inaugural annual dividend of US$0.12/share, paid quarterly, which shareholders can elect to receive in the form of Tether Gold. * **Deal certaintyElemental’s obligation to complete the Transaction is subject to a limited number of conditions that Vizsla Royalties believes are reasonable in the circumstances. **Panuco Royalties** The Panuco Royalties cover the majority of the Panuco district, and comprise a 3.5% NSR on production from certain concessions referred to as the Silverstone concessions and a 2.0% NSR on production from certain concessions referred to as the Rio Panuco concessions. **Background on the Panuco Project** The Panuco Project is located in an underexplored area of the western margin of the Sierra Madre Occidental, the emerging Western Mexico Silver Belt, 80 km from First Majestic Silver’s San Dimas operation, and comprises a 9,800 hectare area of interest. The project benefits from brownfield infrastructure including access to HV power, water, roads, and proximity to Mazatlán deep water port. The 2025 Feasibility Study indicates 17.4 Moz AgEq of annual production over an initial 9.4-year mine life, and over 20 Moz AgEq annually over the first five years, which would make the Panuco Project one of the top five primary silver assets by production, globally. The underground development is centered on the Copala and Napoleon deposits, with ore to be processed on site through a three-stage crushing and grinding circuit, followed by leaching and Merrill-Crowe recovery to produce silver-gold doré. The Panuco Project has significant exploration upside potential. Vizsla Silver has reported that 70% of the Panuco Project remains unmapped, and only 30% of the known epithermal quartz veins have been tested, with strong indications that high-potential mineralized zones remain open along strike and at depth, with multiple avenues to unlock potential. Vizsla Silver has reported completion of 395,000 metres of diamond drilling to date and expects to complete a further 10,000 metres in 2026. Vizsla Silver has a stated target of first silver in the second half of 2027, with key permitting applications already advanced. The test mine on site is already delivering metallurgical, geophysical, and geotechnical data while stockpiling high-grade ore, providing substantial de-risking. **Transaction Details** Under the terms of the Arrangement Agreement, each Vizsla Royalties Shareholder will have the option to elect to receive, for each Vizsla Royalties Share, (i) 0.15 Elemental Shares, (ii) C$4.13 in cash, or (iii) a combination of cash and shares, subject to rounding and proration such that the maximum aggregate cash consideration paid to all Vizsla Royalties shareholders consists of approximately C$82 million and the remaining consideration is paid in Elemental Shares. The Transaction will be effected by way of a court-approved plan of arrangement under the _Business Corporations Act_ (British Columbia). The Transaction will require the approval of at least ( i) 66 2/3% of the votes cast at a special meeting of Vizsla Royalties Shareholders; and (ii) a majority of the votes cast at the Special Meeting, excluding the votes attached to Vizsla Royalties Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – _Protection of Minority Security Holders in Special Transactions_. Upon completion of the Transaction, assuming full cash proration, existing Elemental shareholders and former Vizsla Royalties Shareholders are expected to own approximately 89% and 11% of the Elemental Shares, respectively, on a basic basis. If no cash or combination elections are made, existing Elemental shareholders and former Vizsla Royalties Shareholders are expected to own approximately 86% and 14% of the Elemental Shares, respectively, on a basic basis. Each of the officers and directors of Vizsla Royalties and certain shareholders of Vizsla Royalties (including Vizsla Silver), who hold, in the aggregate, approximately 23% of the outstanding Vizsla Royalties Shares have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Vizsla Royalties Shares in favour of the Transaction. In addition to approval of the Vizsla Royalties Shareholders, completion of the Transaction is subject to approval of the TSX Venture Exchange and the Toronto Stock Exchange, the Nasdaq Stock Market, the National Antitrust Commission of Mexico, court approvals and other customary closing conditions for transactions of this nature. The Arrangement Agreement includes customary deal protection provisions, including non-solicitation and right to match provisions, and an approximately C $12 million termination fee, payable under certain circumstances. The securities to be issued pursuant to the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and will be issued and exchanged in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and applicable exemptions or qualifications under applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The full details of the Transaction will be described in Vizsla Royalties’ management information circular to be prepared in accordance with applicable securities legislation and made available in connection with the Special Meeting. **Due Diligence** Elemental has completed extensive due diligence on the Panuco Project. This includes a comprehensive review of the technical data, in addition to project security, community relations, ESG and [sustainability](https://www.directorstalkinterviews.com/sustainability-green-stocks-news) framework. Elemental plans to work closely with the Vizsla Silver management team as they continue to advance the Panuco Project. **Timing** Subject to receiving the requisite court, regulatory, and shareholder approvals as described above, the Transaction is expected to close in the third quarter of 2026. In connection with and subject to closing of the Transaction, it is expected that the Vizsla Royalties Shares will be delisted from the TSXV and the OTCQX and that Vizsla Royalties will cease to be a reporting issuer under Canadian securities laws. **Board of Directors’ Recommendation** The Board of Directors of Vizsla Royalties (subject to abstentions where legally required) and a special committee comprised solely of independent directors of Vizsla Royalties (the “**Vizsla Royalties Special Committee**“) have each unanimously determined that the Transaction is fair to the Vizsla Royalties Shareholders, is in the best interests of Vizsla Royalties and have approved the Transaction and recommend that the Vizsla Royalties Shareholders vote in favour of the Transaction. **Financial Advisors and Legal Counsel** Scotiabank is acting as financial advisor to Elemental. Scotiabank has provided a fairness opinion to the Elemental Board of Directors, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration under the Transaction to be paid is fair, from a financial point of view, to Elemental. Bennett Jones LLP is acting as legal counsel to Elemental. GenCap Mining Advisory Ltd. is acting as financial advisor to Vizsla Royalties and Canaccord Genuity Corp. is acting as financial advisor to the Vizsla Royalties Special Committee. CIBC World Markets Inc. has provided a fixed-fee fairness opinion to the Vizsla Royalties Board of Directors and Canaccord Genuity Corp. has provided a fixed-fee fairness opinion to the Vizsla Royalties Special Committee, stating that, as of the date of such opinions, and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration under the Transaction is fair, from a financial point of view, to the Vizsla Royalties Shareholders. Forooghian + Company Law Corporation is acting as legal counsel to Vizsla Royalties. Blake, Cassels & Graydon LLP is acting as legal counsel to the Vizsla Royalties Special Committee. **Conference Call and Webcast** Elemental and Vizsla Royalties will hold a joint conference call and webcast on May 14, 2026 at 12:00 p.m. ET (9 a.m. Pacific Time) to discuss the Transaction. The webcast registration can be accessed by visiting the Presentations page on the Company’s website at: www.elementalroyalty.com/investors/presentations. An archived version of the webcast will be available on the website for one year following the webcast. To register for the webcast, please follow the link below: https://app.webinar.net/x2NZ6b74VGv Share on: