Elemental Royalty Corp

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(a) if to the Purchaser as follows:

Elemental Royalty Corporation

905 - 815 W. Hastings Street

Vancouver, British Columbia V6C 1B4

Attention: Legal Department

E-mail: [Redacted - Email address]

with a copy (which will not constitute notice) to:

Bennett Jones LLP

3400 One First Canadian Place

100 King Street West

Toronto, Ontario M5X 1A4

Attention: Ali Naushahi

E-mail: [Redacted - Email address]

(b) if to the Company:

Vizsla Royalties Corp.

595 Burrard Street, PO Box 49193

Vancouver, British Columbia V7X 1K8

Attention: Michael Pettingell

Email: [Redacted - Email address]

with a copy (which will not constitute notice) to:

Forooghian + Company Law Corporation

353 Water Street, Suite 401

Vancouver, British Columbia V6B 1B8

Attention: Farzad Forooghian

Email: [Redacted - Email address]

Any demand, notice or other communication given pursuant to this Section 8.3 will be taken to be duly given, in the case of delivery by personal delivery, when delivered, and in the case of delivery by email, on the date of transmission, but if the result is that a demand, notice or other communication would be taken to be given or made on a day that is not a Business Day or the demand, notice or other communication is delivered later than 5:00 pm (local time of the recipient), then it will be taken to have been duly given or made at the commencement of business on the next Business Day.

8.4 Assignment

(a) The Company agrees that the Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a wholly-owned direct or indirect subsidiary of the Purchaser, provided that the Purchaser shall continue to be liable jointly and severally with such subsidiary for all obligations hereunder.

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(b) Other than permitted pursuant to Section 8.4(a), neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party.

8.5 Benefit of Agreement

This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the Parties.

8.6 Third Party Beneficiaries

(a) Except as provided in Section 4.9(a), which, without limiting its terms, is intended for the benefit of the Indemnified Parties, or Section 8.17, the Parties intend that:

(i) this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties; and

(ii) no person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(b) Despite the foregoing, the Parties acknowledge to each of the Indemnified Parties and the beneficiaries of Section 8.17 their direct rights against the applicable Party under Section 4.9(a) and Section 8.17, respectively, which are intended for the benefit of, and shall be enforceable by, each Indemnified Party or other beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the Company (and any Surviving Company) confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf.

(c) The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any person who is not a Party, without notice to or consent of that person, including any Indemnified Party.

8.7 Time of Essence

Time is of the essence of this Agreement.

8.8 Public Announcements

(a) No Party shall issue any news release or otherwise make written public statements with respect to the Arrangement or this Agreement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) Neither Party shall make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the other, provided, however, that:

(i) the foregoing shall be subject to each Party's overriding obligation to make any disclosure or filing required under applicable Laws; and

(ii) the Party making the disclosure shall use commercially reasonable efforts to:

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(A) give prior oral or written notice to the other Party; and

(B) reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing),

and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing.

(c) Except as otherwise required by Article 5, the Company shall have no obligation to obtain the consent of or consult with the Purchaser prior to any news release, public statement, disclosure or filing by the Company with regard to an Acquisition Proposal or a Change of Recommendation.

(d) The Parties acknowledge that this Agreement may be filed under such Party's profile on SEDAR+ without any further notice to any of them.

8.9 Governing Law; Attornment

(a) This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

(b) Each of the Parties hereby:

(i) irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement or the Arrangement; and

(ii) waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

8.10 Entire Agreement

(a) This Agreement constitutes, together with the Purchaser Confidentiality Agreement and the Company Confidentiality Agreement, the entire agreement between the Parties with respect to the subject matter thereof and cancels and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof.

(b) There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement, the Purchaser Confidentiality Agreement and the Company Confidentiality Agreement.

8.11 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Company Shareholders, and any such amendment may, without limitation: