Tether Investments Acquires 31.9% Stake in Elemental Altus Royalties for CAD$121.55 Million

On June 10, 2025, Tether Investments S.A. de C.V. announced a significant acquisition of 78,421,780 common shares in Elemental Altus Royalties Corp., a gold-focused royalty company listed in Canada. This purchase represents approximately 31.9% of the issued and outstanding common shares of Elemental. The shares were acquired from La Mancha Investments S.à.r.l., a subsidiary of La Mancha Resource Fund SCSp, a Luxembourg-based fund advised by La Mancha Resource Capital LLP. This acquisition is part of Tether's growing commitment to tangible assets and precious metals, aiming to enhance the transparency, utility, and accessibility of digital assets backed by real-world value.

Paolo Ardoino, CEO of Tether Investments, emphasized the strategic importance of this investment, stating that it reflects Tether's long-term confidence in the fundamentals of gold and its critical role in financial markets. Elemental's royalty model offers diversified exposure to gold production globally, aligning with Tether's vision for Tether Gold and future commodity-backed digital asset infrastructure.

Concurrently with the acquisition of the La Mancha Shares, Tether Investments entered into an option agreement with AlphaStream Limited and its wholly-owned subsidiary Alpha 1 SPV Limited. This agreement grants Tether Investments the option to acquire an additional 34,444,580 common shares of Elemental, owned by Alpha 1, subject to certain terms and conditions. The option will not become exercisable prior to October 29, 2025, without the consent of Elemental.

The acquisition of the La Mancha Shares was conducted via private agreement outside of Canada and not through any stock exchange or other securities market. Prior to the acquisition, La Mancha owned or had control over an aggregate of 78,421,780 common shares, representing approximately 31.9% of the issued and outstanding common shares. Tether Investments, prior to the acquisition, owned and had control over an aggregate of 4,360,511 common shares, representing approximately 1.8% of the issued and outstanding common shares.

Immediately following the completion of the La Mancha Share Acquisition, La Mancha no longer held any common shares, and Tether Investments owned and controlled an aggregate of 82,782,291 common shares, representing approximately 33.7% of the issued and outstanding common shares. If the Alpha 1 Shares are acquired by Tether Investments pursuant to the Alpha 1 Share Option, assuming no intervening common shares are acquired by Tether Investments or issued by Elemental, Tether Investments would own or control approximately 117,226,871 common shares of Elemental, representing approximately 47.7% of the issued and outstanding common shares of Elemental.

The aggregate purchase price paid by Tether Investments to La Mancha for the acquisition of the La Mancha Shares was CAD$121,553,759, representing a price per common share of CAD$1.55. Pursuant to the Alpha 1 Option Agreement, Tether Investments will pay an option fee to Alpha 1 in an aggregate amount of CAD$3,444,458, representing a price per Alpha 1 Share of CAD$0.10. If Tether Investments exercises the Alpha 1 Option, depending on when the Alpha 1 Option is exercised, Tether Investments will pay a variable exercise price with a minimum aggregate Exercise Price of CAD$51,839,092.90 and a maximum aggregate Exercise Price of CAD$53,389,099, representing a minimum price per Alpha 1 Share of CAD$1.505 and a maximum price per Alpha 1 Share of CAD$1.550.

Tether Investments acquired the La Mancha Shares for investment purposes. Depending on market conditions, general economic and industry conditions, Elemental's business and financial condition, and/or other relevant factors, Tether Investments may, from time to time, acquire additional common shares or other securities of Elemental, including the Alpha 1 Shares pursuant to the Alpha 1 Option, through market transactions, private agreements, treasury issuances, or otherwise, or disposing of all or some of its common shares. Tether Investments intends to engage with the management of Elemental and may develop plans or intentions in the future with respect to other matters as it deems appropriate, including without limitation, seeking board representation, or making proposals to Elemental concerning changes to its capitalization, ownership structure, or operations.

La Mancha disposed of all of its interest in the common shares and has no present intention to acquire ownership of, or control over, any additional common shares or other securities of Elemental, but La Mancha may, from time to time, acquire additional common shares or other securities of Elemental, through market transactions, private agreements, treasury issuances, or otherwise.

The acquisition of the La Mancha Shares occurred in a transaction outside of Canada to which take-over bid requirements of Canadian securities laws do not apply. However, the acquisition also meets the conditions of Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids.

This strategic move by Tether Investments underscores its commitment to diversifying its asset portfolio and enhancing the value of its digital assets through tangible investments in precious metals. The acquisition of a significant stake in Elemental Altus Royalties Corp. not only provides Tether with exposure to gold production but also aligns with its vision for a more transparent and accessible financial infrastructure backed by real-world assets.