Gold Royalty Corp. (NYSEAM:GROY) intends to pursue an offer to acquire Elemental Royalties Corp. (TSXV:ELE) for approximately CAD 130 million on December 20, 2021. Gold Royalty will pursue an offer to acquire all of the outstanding common shares of Elemental Royalties for consideration consisting of 0.27 common shares of Gold Royalty in exchange for each Elemental share. The offer will be open for acceptance for 105 days following commencement thereof. Elemental shareholders are expected to own approximately 12% of the combined entity upon completion of the transaction. The offer will be subject to certain customary conditions of completion, including, among others there having been validly deposited under the offer, and not withdrawn, that number of Elemental Shares representing more than 50% of the outstanding Elemental Shares, excluding those Elemental Shares beneficially owned, or over which control or direction is exercised, by Gold Royalty or by any person acting jointly or in concert with Gold Royalty; there having been validly deposited under the offer and not withdrawn that number of Elemental Shares representing at least 66 2/3% of the outstanding Elemental Shares (calculated on a fully diluted basis), excluding Elemental Shares held by Gold Royalty; receipt of all necessary regulatory approvals and/or waiting periods under Competition Act have been expired; customary approval of the NYSE American in relation to the issuance and listing of the additional Gold Royalty Shares under the offer; and the absence of material changes to the business of Elemental. Gold Royalty Board has approved the contents of the offer. On December 23, 2021, having received advice from its financial and legal advisors, the Board of Directors of Elemental intends to recommend that shareholders reject the takeover bid. As of January 11, 2022, Gold Royalty Corp. announced that it has formally commenced its offer to acquire all of the outstanding common shares of Elemental Royalties Corp., together with the associated rights under Elemental's shareholder rights plan dated December 30, 2021. The Board has 15 days to provide shareholders with a formal recommendation regarding the offer. Elemental advises shareholders to take no action with regard to the offer. The offer is open for acceptance until April 27, 2022. Subject to applicable securities laws, the deposit period may be extended, or in certain circumstances reduced, by Gold Royalty. The BCBCA provides that, subject to certain exceptions, the shareholders of a company may remove one or more directors by a special resolution of the shareholders or by any other type of resolution or method specified in the articles. If holders of a class or series of shares have the exclusive right to elect or appoint one or more directors, a director so elected or appointed may only be removed by a separate special resolution of the shareholders of that class or series or by any other type of resolution or method specified in the articles. CIBC World Markets Inc. acted as financial advisor in connection with the offer and Sangra Moller LLP acted as legal advisor in Canada and Haynes & Boone LLP acted as legal advisor in the United States to Gold Royalty. Laurel Hill Advisory Group has acted as information agent and strategic communications advisor to Gold Royalty in connection with the offer. Canaccord Genuity Corp. acted as financial advisor, Fasken Martineau DuMoulin LLP acted as legal advisor and Morrow & Co., LLC acted as information agent for Elemental Royalties. Gold Royalty Corp. (NYSEAM:GROY) cancelled the acquisition of Elemental Royalties Corp. (TSXV:ELE) on January 24, 2022. Elemental Royalties board of directors unanimously rejected the bid as it significantly undervalues Elemental's business. The board of directors of Elemental also recommend that the combined portfolio of Gold Royalty and Elemental would be significantly less attractive than Elemental's stand-alone portfolio of high-quality revenue-generating gold royalties.