Elemental Royalties Corp. (formerly Fengro Industries Corp.) Completes Business Combination

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VANCOUVER, BC, July 28, 2020 /PRNewswire/ - Elemental Royalties Corp. ("Elemental") (formerly Fengro Industries Corp. ("Fengro")) (TSXV: ELE) is pleased to announce the closing of its previously announced business combination resulting in the reverse takeover of Fengro by Elemental Royalties Limited (the "Transaction").

The Transaction

Effective July 27, 2020, as a condition to the completion of the Transaction, Fengro changed its name to "Elemental Royalties Corp." and consolidated its share capital (the "Consolidation") on the basis of 209 (old) common shares for 1 (new) common share. Immediately following the Consolidation, Fengro had an aggregate of 753,706 common shares outstanding.

Pursuant to the terms of the Transaction all outstanding securities of Elemental Royalties Limited, a British Virgin Island company,  were exchanged (the "Share Exchange") for post-Consolidation securities of Elemental on a 4.8114 for 1 basis, resulting in 22,664,788 Elemental common shares being issued to former shareholders of Elemental Royalties Limited. Further details regarding the Transaction can be found in the Filing Statement (the "Filing Statement") dated July 15, 2020 and filed under Elemental's profile on SEDAR at www.sedar.com.

The parties to the Transaction have made their final submission to the TSX Venture Exchange (the "Exchange") in connection with the Exchange's issuance of its listing bulletin.

It is anticipated that the common shares of Elemental will commence trading on the TSXV under the ticker symbol "ELE" on July 30, 2020.

Subscription Receipt Financing

As previously announced June 10, 2020, Fengro and 1249739 B.C. Ltd., a wholly-owned British Columbia subsidiary of Elemental Royalties Limited ("ERL Finco"), completed a brokered subscription receipt financing in connection with the Transaction for combined aggregate gross proceeds of $23,969,029.50 (the "Offering"). Canaccord Genuity Corp., acted as lead agent and sole bookrunner, together with Haywood Securities Inc. and Sprott Capital Partners LP.

Pursuant to the Offering, ERL Finco issued 17,713,615 subscription receipts ("ERL Finco Subscription Receipts") and Fengro issued 724,100 subscription receipts (each, a "Fengro Subscription Receipt"). Following the satisfaction today of the escrow release conditions, each of the ERL Finco Subscription Receipts and the Fengro Subscription Receipts automatically converted, on a 1 for 1 basis, into post-Consolidation common shares of Elemental. The common shares of Elemental issued upon conversion of the Fengro Subscription Receipts are subject to the remaining balance of the statutory four month hold period, ending October 11, 2020.  Proceeds of the Offering have been released from escrow. Following the completion of the Share Exchange and the conversion of the ERL Finco Subscription Receipts and Fengro Subscription Receipts, 41,856,209 post-Consolidation common shares of Elemental are issued and outstanding.

Escrowed Shares

On completion of the Transaction, certain principals of Elemental have entered into a Tier 1 Value Escrow Agreement with the Exchange and Computershare Trust Company of Canada, as escrow agent, in respect of 8,883,783 Elemental common shares and 2,760,109 performance share units. Under the terms of the Escrow Agreement, 25% of such escrowed securities were released upon closing with subsequent 25% releases occurring 6, 12, and 18 months from closing.

Board of Directors and Executive Management

Each of the directors and officers of Fengro resigned their positions concurrent with the completion of the Transaction and the following individuals were appointed as directors and officers of Elemental:

Auditors

Concurrent with the closing of the Transaction, PricewaterhouseCoopers LLP has been appointed auditors of Elemental.

Additional Information for Shareholders

Elemental's transfer agent, Computershare Trust Company of Canada ("Computershare"), will be mailing Direct Registration System statements to all former Elemental Royalties Limited shareholders (other than for those that are required to be in certificated form) setting out each holder's shareholdings. The ISIN number for Elemental common shares is CA28619L1076.

Former holders of pre-Consolidation common shares of Fengro will be receiving by mail, from Computershare, a letter of transmittal with instructions on how to remit your former Fengro common shares for post-Consolidation Elemental common shares.

For further information, please refer to the Filing Statement posted to Elemental's issuer profile on SEDAR at www.sedar.com, as well as the press releases dated November 5, 2019, April 30, 2020, May 21, 2020, June 8, 2020, June 10, 2020 and July 17, 2020.

About Elemental

Elemental is a precious metals royalty company with a portfolio of producing and exploration assets spanning Burkina Faso, Chile, Mexico, Kenya and Western Australia.

On behalf of Elemental Royalties Corp.

Frederick Bell

Disclaimer

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Elemental should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction or the Offering and has neither approved nor disapproved the contents of this news release.

Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Elemental undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of Elemental, its securities, or financial or operating results (as applicable). Although Elemental believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Elemental's control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Elemental disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding pursuant to the process of completing the Consolidation and the exchange of Elemental Royalties Limited securities for post-Consolidation common shares.

SOURCE Elemental Royalties Corp.