Elemental Royalty Corp

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in advance of the Meeting in that capacity.Non-Registered Shareholders who wish to indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the VIF and return it to their broker (or the broker's agent) in accordance with the instructions provided by such broker in advance of the Meeting.

There are two categories of Non-Registered Shareholders: (i) objecting beneficial owners ("OBOs") - those who object to their name being made known to the issuer of securities which they own; and (ii) non-objecting beneficial owners ("NOBOs") - those who do not object to the issuer of the securities they own knowing who they are.

The Company has distributed copies of the Meeting materials indirectly to NOBOs. OBOs can expect to be contacted by Broadridge or their Intermediary or Intermediary's agents and can access the Meeting materials electronically through a link provided by Broadridge. The Company will assume the costs associated with the delivery of the Meeting materials, as set out above, to NOBOs by the Intermediary. The NOBOs who opted to receive the Meeting materials electronically will receive a link provided by Broadridge.

All references to Shareholders in this Circular and the Instrument of Proxy and Notice of Meeting are references to registered Shareholders of the Company, unless specifically otherwise stated.

GENERAL INFORMATION

Any reference in this Circular to "Elemental", the "Company", "we", "us" or "our" includes Elemental Royalty Corporation and its material subsidiaries through which its various business operations are conducted, as the context requires.

Words importing the singular include the plural and vice versa and words importing any gender include all genders. A reference to an agreement means the agreement, as it may be amended, supplemented or restated from time to time.

Unless otherwise indicated, information in this Circular is given as at April 16, 2026.

Unless otherwise indicated, calculations of percentage amounts or amounts per Common Share set forth in this Circular are based on 64,255,368 Common Shares issued and outstanding as of the close of business on April 15, 2026.

Figures, columns and rows presented in tables provided in this Circular may not add due to rounding.

All statements in this Circular made by or on behalf of management and directors are made in such persons' capacities as executive officers and/or directors, as the case may be, of Elemental and not in their personal capacities.

All dollar amounts referenced as "C$" or "CAD" are references to Canadian dollars, all references to "$", "US$" or "USD" are references to United States dollars, unless otherwise noted.

The information found on, or accessible through, Elemental's website does not form part of this Circular.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Circular and the documents incorporated by reference into this Circular contain forward-looking statements and forward-looking information (collectively,"forward-looking information") within the meaning of applicable securities laws. All statements other than statements of historical fact may be forward-looking information. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "target", "scheduled", "potential", or other similar words (including negative and grammatical variations), or statements that certain events or conditions "may", "should", "might" or "could" occur. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including risks associated with the impact of general economic conditions, industry conditions, governmental regulation, volatility of commodity prices, currency fluctuations, uncertainties related to commodity price, interest rate and foreign exchange rate swap contracts and/or derivative financial instruments that Elemental may enter into from time to time to manage its risk related to such prices and rates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and Elemental's ability to access sufficient capital from internal and external sources, the ability of Elemental's counterparties to comply with the terms of any other obligations under agreements with Elemental, the risks discussed in the section entitled "Risk Factors" in Elemental's annual information form for the financial year ended December 31, 2025 (the "Elemental AIF"), which is filed with the securities commission or similar regulatory authority in each of the provinces and territories of Canada (other than Quebec) and Elemental's other public disclosure documents, and other factors, many of which are beyond Elemental's control. Elemental believes the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this Circular should not be unduly relied upon.

Specific forward-looking information contained in this Circular includes, among others, statements concerning:

• the business and future activities of Elemental after the date of this Circular;

• financial projections for Elemental;

• projected performance of the royalty portfolio of Elemental; and

• other statements that are not historical facts.

Forward-looking information is based on, among other things, Elemental's expectations regarding its future growth, results of operations, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities. Such forward-looking information reflects Elemental's current beliefs and assumptions and is based on information currently available to it.

With respect to forward looking information contained in this Circular, assumptions have been made regarding, among other things:

• that commodity prices will not experience a material adverse change;

• the continuation of mining operations at the mines from which Elemental will receive royalty payments and the results of those operations;

• that the mining operations underlying royalties will operate in accordance with disclosed parameters;

• foreign exchange rates and interest rates;

• Elemental's ability to retain current staff and hire additional qualified staff in a timely and cost-efficient manner;

• the regulatory framework governing royalties, taxes and environmental matters in the jurisdictions in which Elemental conducts and will conduct its business;

• operating costs;

• operational reliability;

• production forecasts;

• Elemental's ability to generate sufficient cash flow from operations to meet its current and future obligations;

• Elemental's ability to make capital investments and the amounts of capital investments;

• the availability and price of labour and equipment;

• the status, credit risk and continued existence of counterparties having contracts with Elemental and their affiliates and their performance of such contracts;

• current and future sources of funding for Elemental;

• Elemental's future debt levels;

• the impact of increasing competition on Elemental's business; and

• Elemental's ability to obtain funding on acceptable terms.

Many of the foregoing assumptions are subject to change and are beyond Elemental's control.

Some of the risks that could affect Elemental's future results and could cause results to differ materially from those expressed in the forward-looking information include:

• the inherent uncertainty associated with financial or other projections or outlooks;

• operating results;

• the failure to realize the anticipated benefits of acquisitions of royalties and/or streams by Elemental;

• the risk relating to the timing, financing and completion of acquisitions of royalties by Elemental;

• the risks inherent in Elemental's operations;

• the commercial and business plans of Elemental;

• availability of adequate levels of insurance;

• risks of war, hostilities, civil insurrection, instability and political and economic conditions in or affecting countries in which Elemental holds royalties;

• severe weather conditions and risks related to climate change;

• risks associated with technology;

• changes in laws and regulations, including regulatory and taxation laws, and the interpretation of such changes to Elemental's business;

• changes in governments in jurisdictions where Elemental has royalties;

• changes in commodity prices;

• differentiation with respect to the mineral reserve and mineral resource estimates for the properties on which Elemental holds a royalty;

• the ability of Elemental's counterparties to comply with the terms of royalty obligations;

• operational hazards;

• natural hazards such as lightning and fires;

• competition for, among other things, capital, the acquisition of assets and skilled personnel;

• risks arising from future acquisition activities;

• sufficiency of funds;

• general economic, market and business conditions;

• volatility of commodity inputs;

• variations in foreign exchange rates and interest rates;

• national or global financial crisis;

• environmental risks and hazards and the cost of compliance with environmental legislation and regulations, including greenhouse gas regulations, potential climate change legislation and potential land use regulations;

• export and import restrictions;

• the need to obtain regulatory approvals and maintain compliance with regulatory requirements;

• the extent of, and cost of compliance with, laws and regulations and the effect of changes in such laws and regulations from time to time including changes which could restrict Elemental's ability to access foreign capital;

• failure to obtain or retain key personnel;

• potential conflicts of interest;

• changes to tax laws and government incentive programs;

• the potential for management estimates and assumptions to be inaccurate;

• risks associated with establishing and maintaining systems of internal controls;

• political risks and terrorist attacks;

• cybersecurity breaches, omissions or failures;

• Elemental's inability to make scheduled payments of the principal of, to pay interest on, or to refinance its indebtedness;