Elemental Royalty Corp 2025年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934OR ☒ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ELEMENTAL ROYALTY CORPORATION (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s name into English (if applicable)) British Columbia, Canada (Province or other jurisdiction of incorporation or organization) 1040 (Primary Standard Industrial Classification Code Number (if applicable)) Not Applicable (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) For annual reports, indicate by check mark the information filed with this Form: ☒Annual Information Form☒Audited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:63,829,995 common shares. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ☒Emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theRegistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐† † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Elemental Royalty Corporation EXPLANATORY NOTE Elemental Royalty Corporation (the “Registrant”) is a Canadian corporation eligible to file its Annual Report pursuant to Section 13(a)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40‑F. The Registrant is a “foreign private issuer”as defined in Rule 3b‑4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b),14(c), and 14(f) of the Exchange Act pursuant to Rule 3a12‑3 thereunder. Insiders of the Registrant are also exempt from Section 16 ofthe Exchange Act. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 40‑F are forward-looking statements within the meaning of Section 21E of theExchange Act and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Additionally, the safe harbor providedin Section 21E of the Exchange Act and Section 27A of the Securities Act applies to any forward-looking information providedpursuant to “Off-Balance Sheet Arrangements” and “Disclosure of Contractual Obligations” in this Annual Report on Form 40‑F.Please see “Forward-Looking Information” beginning on page 27 of the Management’s Discussion and Analysis for the fiscal yearended December31, 2025 of the Registrant, attached as Exhibit 99.3 to this Annual Report on Form 40‑F, and “Cautionary NoteRegarding Forward-Looking Statements” beginning on page 2 of the Annual