SCHEDULE: Tether Entities Boost Elemental Royalty Stake to 31.9%

Tether Global Investments Fund and its subsidiaries, along with Giancarlo Devasini, report a significant 31.9% beneficial ownership in Elemental Royalty Corporation.

Summary

• Tether Global Investments Fund, S.I.C.A.F., S.A., along with its controlled subsidiaries Tether International, S.A. de C.V. and Tether Investments, S.A. de C.V., and Giancarlo Devasini, collectively beneficially own 20,354,627 Common Shares of Elemental Royalty Corporation.
• This aggregate ownership represents 31.9% of Elemental Royalty Corporation's outstanding Common Shares, based on 63,829,995 shares outstanding as of December 31, 2025.
• Tether International, S.A. de C.V. holds 9,407,667 shares (14.7%), and Tether Investments, S.A. de C.V. holds 10,946,960 shares (17.2%).
• On March 24, 2026, Tether Investments, S.A. de C.V. transferred 9,407,667 Common Shares to Tether International, S.A. de C.V., which did not alter the overall beneficial ownership of the Reporting Persons.
• The Reporting Persons acquired these shares using cash from working capital, primarily for strategic investment purposes.
• Past transactions include significant open market purchases and a subscription agreement on September 4, 2025, where Tether Investments S.A. DE C.V. purchased 7,515,949 post-consolidation shares for approximately $100 million at C$18.40 (US$13.331) per share.
• The principal business of Tether Investments and Tether International involves strategic investments in emerging technologies, sustainable Bitcoin mining, and digital education, as well as funding financial inclusion initiatives.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive due to the significant strategic investment by Tether entities, indicating confidence in Elemental Royalty Corporation. However, the historical regulatory issues of the Reporting Persons introduce a degree of caution.

Positives

• The significant investment by Tether entities indicates confidence in Elemental Royalty Corporation's future prospects.
• Tether's stated purpose of strategic investment suggests a long-term interest in the Issuer.

Negatives

• Tether Global Investments Fund and its affiliates have a history of significant regulatory penalties, including a $41 million civil monetary penalty from the CFTC in October 2021 and an $18.5 million penalty from the NYAG in February 2021, related to past misleading statements and fund transfers.
• These past regulatory issues could pose reputational or operational risks to entities associated with Tether.

Risks

• Past regulatory proceedings against Tether, including a $41 million CFTC penalty for misleading statements regarding USDT backing and an $18.5 million NYAG penalty for fund transfer issues, highlight potential regulatory scrutiny and compliance risks associated with the Reporting Persons.
• The Reporting Persons may acquire additional shares, retain, or sell all or a portion of their holdings, which could impact the market price of Elemental Royalty Corporation's Common Shares.

Future Outlook

The Reporting Persons may, from time to time, acquire additional Common Shares, and/or retain and/or sell all or a portion of the Common Shares beneficially owned. They reserve the right to modify their plans based on the Issuer's business prospects, financial position, market conditions, and other relevant factors.

Management Comments

• The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing highlights a significant strategic investment by entities affiliated with Tether, a major player in the cryptocurrency and stablecoin market, into Elemental Royalty Corporation, a traditional royalty company. This move suggests a potential diversification strategy by Tether into more conventional asset classes or an interest in the underlying assets of Elemental Royalty, possibly linking to their stated interest in sustainable Bitcoin mining operations or broader financial infrastructure. The substantial stake could signal a growing trend of crypto-affiliated capital seeking opportunities in established sectors.

Comparison to Industry Standards

• StockSavvy.ai observes that a 31.9% stake is a substantial minority interest, often indicative of a strategic investor seeking influence or a potential precursor to further consolidation. For comparison, activist investors typically target stakes above 5% to gain a voice, while a stake over 20-25% can often grant significant board representation or veto power over certain corporate actions, depending on the company's bylaws.
• The acquisition price of C$18.40 (US$13.331) per share for the September 2025 subscription agreement, compared to earlier open market purchases around $1.13-$1.14 in June 2025, suggests a significant revaluation or a different class of shares/post-consolidation event. This substantial price increase for a large block of shares is noteworthy and would typically be scrutinized against prevailing market prices and the company's intrinsic value at the time of the transaction.

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) settled regulatory proceedings against Tether (then Tether Holdings Limited, Tether Limited, Tether Operations Limited, and Tether International Limited) for a civil monetary penalty of $41 million. The allegations concerned untrue or misleading statements and omissions regarding whether USDT was fully backed by U.S. Dollars from June 2016 to February 2019. Tether neither admitted nor denied the findings.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a 2019 proceeding with Tether and several Bitfinex companies. This settlement involved paying $18.5 million in penalties to the State of New York and required Bitfinex and Tether to discontinue trading activity with New York persons or entities and submit to mandatory reporting on certain business functions. Tether neither admitted nor denied the findings.

Related Party Transactions

• The transfer of 9,407,667 Common Shares from Tether Investments, S.A. de C.V. to Tether International, S.A. de C.V. on March 24, 2026, is a transaction between controlled subsidiaries of Tether Global Investments Fund, S.I.C.A.F., S.A.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by Tether entities could provide stability or influence over Elemental Royalty Corporation's strategic direction. Future acquisitions or sales by Tether could impact share price volatility.
• Regulatory Authorities: The past regulatory issues of Tether highlight the importance of ongoing compliance and transparency, which regulatory bodies will continue to monitor.

Next Steps

• The Reporting Persons may acquire additional Common Shares of Elemental Royalty Corporation.
• The Reporting Persons may retain or sell all or a portion of their beneficially owned Common Shares.
• The Reporting Persons may modify their current plans based on various factors, including the Issuer's business prospects and market conditions.
• The Reporting Persons reserve the right to formulate plans or make proposals regarding Elemental Royalty Corporation.

Key Dates

Recommendation

The filing details a significant, strategic investment by Tether-affiliated entities in Elemental Royalty Corporation, indicating a long-term interest and potential for future influence. This substantial stake (31.9%) could be seen as a positive signal of confidence. However, the historical regulatory issues and penalties faced by Tether introduce a layer of risk and uncertainty. While the investment itself is a positive indicator, the associated regulatory baggage and the potential for future share sales by the Reporting Persons suggest a "hold" recommendation, advising investors to monitor both Elemental Royalty's performance and any further developments concerning Tether's regulatory standing and investment intentions.

Keywords

Elemental Royalty Corporation, Tether Global Investments Fund, Tether International, Tether Investments, Giancarlo Devasini, Schedule 13D, Beneficial Ownership, Common Shares, Strategic Investment, SEC Filing, Royalty Company, Cryptocurrency Affiliated Investment, Share Acquisition