EMX Royalty Corporation
Annual Report 2022

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 Commission file number: 001-35404 EMX ROYALTY CORPORATION (Exact Name of Registrant as Specified in its Charter) British Columbia, Canada (Province or other jurisdiction of incorporation or organization) 1000 (Primary Standard Industrial Classification Code) 98-102691 (I.R.S. Employer Identification No.) Suite 501 - 543 Granville Street Vancouver, British Columbia, Canada V6C 1X8 (604) 688-6390 (Address and Telephone Number of Registrant's Principal Executive Offices) CT Corporation System 28 Liberty Street New York, New York 10005 (215) 590-9070 (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: Title of Each Class: Common Shares, no par value Trading Symbol(s) EMX Name of Each Exchange On Which Registered: NYSE American Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A 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 period covered by the annual report: As at December 31, 2022, 110,664,190 common shares of the Registrant were issued and outstanding. 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 Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Auditor Firm Id: 731 Auditor Name: Davidson & Company LLP Auditor Location: Vancouver, BC, Canada If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 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-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ EXPLANATORY NOTE EMX Royalty Corporation (the "Company" or the "Registrant") is a Canadian issuer that is permitted, under the multijurisdictional disclosure system (the "MJDS") adopted in the United States, to prepare this annual report on Form 40-F (this "Annual Report") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder. The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare the documents incorporated by reference in this annual report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States. FORWARD-LOOKING STATEMENTS This annual report on Form 40-F, including the Exhibits attached hereto incorporated by reference herein, may contain "forward- looking statements" that reflect the Company's current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, completion of transactions, market prices for metals or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute "forward-looking statements" to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects," "anticipates," "believes," "plans," "projects," "estimates," "assumes," "intends," "strategy," "goals," "objectives," "potential," "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward- looking statements. Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect: ◾ production at any of the mineral properties in which the Company has a royalty, or other interest; ◾ estimated capital costs, operating costs, production and economic returns; ◾ estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company's resource and reserve estimates; the expected ability of any of the properties in which the Company holds a royalty, or other interest to develop adequate infrastructure at a reasonable cost; ◾ assumptions that all necessary permits and governmental approvals will be obtained; ◾ assumptions made in the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty or other interest; expectations regarding demand for equipment, skilled labor and services needed for exploration and development of mineral properties in which the Company holds a royalty or other interest; and ◾ ◾ ◾ the activities on any of the properties in which the Company holds a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: ◾ uncertainty of whether there will ever be production at the mineral exploration and development properties in which the Company holds a royalty or other interest; ◾ uncertainty of estimates of capital costs, operating costs, production and economic returns; ◾ uncertainties relating to the assumptions underlying the Company's resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs; risks related to the ability of any of the properties in which the Company holds a royalty, or other interest to commence production and generate material revenues or obtain adequate financing for their planned exploration and development activities; risks related to the ability to finance the development of mineral properties through external financing, joint ventures or other strategic alliances, the sale of property interests or otherwise; ◾ ◾ ◾ risks related to the Company's dependence on third parties for exploration and development activities; ◾ dependence on cooperation of joint venture partners in exploration and development of properties; ◾ credit, liquidity, interest rate and currency risks; ◾ risks related to market events and general economic conditions; ◾ uncertainty related to inferred mineral resources; ◾ risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty, or other interest; ◾ risks related to lack of adequate infrastructure; ◾ mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or ◾ other unanticipated difficulties with or interruptions in development, construction or production; the risk that permits and governmental approvals necessary to develop and operate mines on the properties in which the Company holds a royalty, or other interest will not be available on a timely basis or at all; ◾ commodity price fluctuations; ◾ risks related to governmental regulation and permits, including environmental regulation; ◾ risks related to the need for reclamation activities on the properties in which the Company holds a royalty, or other interest and uncertainty of cost estimates related thereto; uncertainty related to title to the mineral properties of any of the properties in which the Company holds a royalty, or other interest; ◾ ◾ uncertainty as to the outcome of potential litigation; ◾ risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; ◾ increased competition in the mining industry; ◾ the Company's need to attract and retain qualified management and technical personnel; ◾ risks related to hedging arrangements or the lack thereof; ◾ uncertainty as to the Company's ability to acquire additional commercially mineable mineral rights; ◾ risks related to the integration of potential new acquisitions into the Company's existing operations; ◾ risks related to unknown liabilities in connection with acquisitions; ◾ risks related to conflicts of interest of some of the directors of the Company; ◾ risks related to global climate change; ◾ risks related to global pandemics and the spread of other viruses or pathogens; ◾ risks related to adverse publicity from non-governmental organizations; ◾ risks related to political uncertainty or instability in countries where the Company's mineral properties are located; ◾ uncertainty as to the Company's PFIC status; ◾ uncertainty as to the Company's status as a "foreign private issuer" and "emerging growth company" in future years; ◾ uncertainty as to the Company's ability to reestablish the adequacy of internal control over financial reporting; ◾ risks related to regulatory and legal compliance and increased costs relating thereto; ◾ the ongoing operation of the properties in which the Company holds a royalty, or other interest by the owners or operators of such properties in a manner consistent with past practice; ◾ the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and ◾ no adverse development in respect of any significant property in which the Company holds a royalty, or other interest. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to under the heading "Description of the Business-Risk Factors" in the AIF (as defined below), which is incorporated by reference herein. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. NOTES TO UNITED STATES READERS DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES The Company is permitted, under the MJDS adopted by the United States Securities and Exchange Commission (the "SEC"), to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared its financial statements, which are filed as Exhibit 99.3 to this annual report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), and they are also subject to auditing standards issued by SEC / Public Company Accounting Oversight Board ("PCAOB") independence standards. The Company's financial statements may not be comparable to financial statements of United States companies. Since the Company has prepared its financial statements in accordance with IFRS, it is not required to provide a reconciliation to United States generally accepted accounting principles. FUNCTIONAL AND REPORTING CURRENCY The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency for the Company and its subsidiaries is the Canadian dollar except the functional currency of the operations of Bullion Monarch Mining, Inc., Eurasian Royalty Madencilik AS, Eurasia Madencilik AS, EMX (USA) Services Corp., Bronco Creek Exploration Inc., EMX Chile SpA and Minera Tercero SpA which is the US dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. RESOURCE AND RESERVE ESTIMATES This Annual Report has been prepared in accordance with the requirements of Canadian securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all mineral resource and mineral reserve estimates included in this Annual Report have been disclosed by the Company in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum ("CIM") Classification System based on information prepared by the current or previous owners or operators of the relevant properties (as and to the extent indicated by them). NI 43-101 is a rule developed by the Canadian securities regulatory authorities which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Historical Estimates. An historical estimate is defined by NI 43-101 as "an estimate of the quantity, grade, or metal or mineral content of a deposit that an issuer has not verified as a current mineral resource or mineral reserve, and which was prepared before the issuer acquiring, or entering into an agreement to acquire, an interest in the property that contains the deposit". NI 43-101 permits disclosure of an historical estimate that does not comply with NI 43-101 using the historical terminology if, among other things, the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (d) includes any more recent estimates or data available. Mineral Resource and Reserve Disclosures According to an Acceptable Foreign Code. Under NI 43-101, "Acceptable Foreign Code" means the JORC Code, the PERC Code, the SAMREC Code, SEC Industry Guide 7 (now Regulation S-K 1300 as defined below), the Certification Code, or any other code, generally accepted in a foreign jurisdiction, that defines mineral resources and mineral reserves in a manner that is consistent with mineral resource and mineral reserve definitions and categories set out in sections 1.2 and 1.3 of NI 43-101. NI 43-101 permits an issuer to make disclosure and file a technical report that uses mineral resource and mineral reserve categories of an Acceptable Foreign Code in certain circumstances, if the issuer includes in the technical report a reconciliation of any material differences between the mineral resource and mineral reserve categories used and the categories set out in sections 1.2 and 1.3 of NI 43-101. As such, in addition to NI 43-101, certain estimates referenced in this Annual Report have been prepared in accordance with the JORC Code or the PERC Code (as such terms are defined in NI 43-101), which differ from the requirements of NI 43-101 and U.S. securities laws. Accordingly, information containing descriptions of the Company's mineral properties may not be comparable to similar information made public by Canadian or U.S. reporting companies. For more information, see "Reconciliation to CIM Definitions" below. Reconciliation to CIM Definitions. In this Annual Report, EMX has disclosed current mineral reserve and mineral resource estimates as well as certain historical estimates covering royalty properties that are not based on CIM definitions, but are based on Acceptable Foreign Code or in reliance on the "historical estimates" provisions of NI 43-101. In each case, the estimates reported in this Annual Report are based on estimates disclosed by the relevant property owner or operator, without reference to the underlying data used to calculate the estimates. Accordingly, EMX is not able to definitively reconcile these estimates with that of CIM definitions. However, with respect to the Acceptable Foreign Codes used in this Annual Report, EMX believes that while the CIM definitions are not identical to those of the JORC Code or the PERC Code, the mineral resource and mineral reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar mineral reserve and mineral resource estimates. With respect to the "historical estimates", the prescribed disclosure is included in this Annual Report in the relevant property descriptions or in Appendix "B", as applicable. With respect to United States investors, there are two important provisos to this assertion, being (i) SEC Industry Guide 7 prohibited the reporting of mineral resources, and only permitted reporting of mineral reserves, and (ii) it is now generally accepted practice that the SEC expects to see metals prices based on historical three year average prices, while each of CIM and the other JORC Code or the PERC Code permits the author of a mineral resource or mineral reserve estimate to use his or her discretion to establish reasonable assumed metal prices. CAUTIONARY NOTES TO UNITED STATES INVESTORS Regulation S-K 1300 Replacement of SEC Industry Guide 7. Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 ("SEC Industry Guide 7") under the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"). The SEC has adopted final rules, effective February 25, 2019, to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act ("Regulation S-K 1300"). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, the Company is not required to provide disclosure on its mineral properties under the Regulation S-K 1300 and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information contained in this Annual Report and the documents incorporated by reference herein and therein, may not be comparable to similar information disclosed by U.S. reporting companies. Under Regulation S-K 1300, the SEC recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined in the CIM Standards, which definitions have been adopted by NI 43-101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the owner or operator prepared the mineral reserve or mineral resource estimates under the standards of Regulation S-K 1300. SEC Industry Guide 7 Estimates Prepared Before Implementation of Regulation S-K 1300. For earlier reserve estimates of U.S. reporting companies prepared in accordance with SEC Industry Guide 7 (i.e., before a fiscal year commencing on or after January 1, 2021), Canadian standards, including NI 43-101, differ significantly from the requirements under SEC Industry Guide 7, and mineral reserve and mineral resource information may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term "resources" does not equate to the term "reserves". Under SEC Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards did not normally permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" in documents filed with the SEC in compliance with SEC Industry Guide 7. Inferred Mineral Resources. U.S. investors are cautioned that "inferred mineral resources" have a lower level of confidence than that applying to "indicated mineral resources" and cannot be directly converted to a "mineral reserve". Qualified persons have determined that is reasonably expected that the majority of the reported "inferred mineral resources" could be upgraded to "indicated mineral resources" with continued exploration. Under Canadian rules, "inferred mineral resources" may not form the basis of feasibility or pre- feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an "inferred mineral resource" exists or is economically or legally mineable. DOCUMENTS INCORPORATED BY REFERENCE The following documents, or the portions thereof indicated below, that are filed as exhibits to this Annual Report, are incorporated herein by reference. Annual Information Form The Company's Annual Information Form ("AIF") for the fiscal year ended December 31, 2022 (the "AIF") is filed as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated by reference herein. Management's Discussion and Analysis The Company Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2022 is filed as Exhibit 99.2 to this Annual Report on Form 40-F and incorporated by reference herein. Audited Annual Financial Statements The Audited Consolidated Financial Statements of the Company as at and for the years ended December 31, 2022 and 2021, including the notes thereto, together with the report of the Independent Registered Public Accounting Firm thereon (the "Financial Statements") are filed as Exhibit 99.3 to this Annual Report on Form 40-F. TAX MATTERS Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F. Holders of the Company's common shares should consult their own tax advisors regarding the tax consequences of purchasing, holding or disposing of securities of the Company. Disclosure Controls and Procedures CONTROLS AND PROCEDURES At the end of the period covered by this Annual Report on Form 40-F, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company's CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, because of a specific weakness in internal control over financial reporting discussed below under "Management's Report on Internal Control Over Financial Reporting", our disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in National Instrument 52-109 in Canada and in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. There are inherent limitations in all control systems, which include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls and projections of any evaluation of effectiveness to future periods may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management, including the CEO and CFO, evaluated the design and assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this assessment, management has concluded that EMX's internal control over financial reporting was not effective as at December 31, 2022 due to a specific material weakness. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The control deficiency that resulted in this material weakness was related to insufficient resources to properly execute the designed controls or perform an effective review over certain manual controls related to the financial statement close process. The material weakness did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results. Management's Remediation Initiatives The specific weakness is a need for additional resources for accounting management and oversight. A senior member of our accounting staff resigned during the relevant period and the Company has since hired an additional Certified Professional Accountant in the first quarter of fiscal 2023. Their contribution is ongoing as of the filing of this annual report in Canada and the United States. Attestation Report of Independent Registered Accounting Firm The effectiveness of the Company's internal control over financial reporting as of December 31, 2022 has been audited by Davidson & Company LLP, an independent registered public accounting firm, as stated in their report, included in Exhibit 99.3 to this Annual Report on Form 40-F. Changes in Internal Control over Financial Reporting During the period covered by this annual report on Form 40-F, no changes occurred in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, other than the identification of the material weakness identified above. CORPORATE GOVERNANCE The Company is a reporting issuer under the securities legislation of British Columbia and Alberta and is listed on the TSX-V, as a Tier 1 Company, and the NYSE American LLC ("NYSE American"). EMX's common shares without par value ("Common Shares") are traded on the TSX-V and the NYSE American under the symbol "EMX", as well as on the Frankfurt exchange under the symbol "6E9". The Company's board of directors (the "Board") consists of the following individuals: Brian E. Bayley, David M. Cole, Sunny Lowe, Henrik Lundin, Larry M. Okada, Geoff Smith and Michael D. Winn. The Board has determined that Messrs. Bayley, Lundin, Okada and Smith and Ms. Lowe are "independent directors" under Section 803A of the NYSE American Company Guide (the "Company Guide"). The Directors of the Company are required to manage the Company's business and affairs and thereby protect the interests of the shareholders of the Company. The Board is also responsible for ensuring that the Company acts ethically, honestly and with integrity. The Company's standing committees are comprised of an Audit Committee, a Compensation Committee, an Environmental Social and Governance ("ESG") Committee; and a Nominating Committee. The Board has determined that all the members of the Audit, Compensation, ESG and Nominating Committees comprised solely of independent directors, based on the criteria for independence prescribed by of the Company Guide. A copy of the mandate of the Board is available for viewing on the Company's website at: Board Mandate Compensation Committee The Compensation Committee is composed of Messrs. Bayley (Chair), Lundin and Smith, each of whom the Board has determined is independent under Section 803A of the Company Guide and the applicable rules of the NYSE American listing standards and requirements. Compensation of the Company's CEO and all other officers is recommended to the Board for determination by the Compensation Committee. The Compensation Committee develops, reviews and monitors director and executive officer compensation and policies. The Compensation Committee is also responsible for annually reviewing the adequacy of compensation to directors, officers, and other consultants and the composition of compensation packages. The Company's CEO cannot be present during the Compensation Committee's deliberations or vote on the CEO's compensation. The Company's Compensation Committee Charter is available for viewing on the Company's website at: Compensation Committee Charter. Environmental Social and Governance Committee ("ESG Committee") The ESG Committee is currently composed of Messrs. Lundin (Chair), Okada and Smith, each of whom the Board has determined is independent under Section 803A of the Company Guide and the applicable rules of the NYSE American listing standards and requirements. The ESG Committee purpose is to assist the Board in fulfilling its responsibilities relating to environmental, social and governance ("ESG") matters that are significant to the Company. The Company's ESG Committee Charter is available for viewing on the Company's website at: ESG Committee Charter Nominating Committee The Nominating Committee is composed of is composed of Ms. Lowe and Messrs. Bayley and Lundin, each of whom the Board has determined is independent under Section 803A of the Company Guide and the applicable rules of the NYSE American listing standards and requirements. The role of the Nominating Committee is to assist in preparing an effective succession plan for the Board of Directors by providing advice and recommendations to the Board for appointment of new Directors; and assessing the effectiveness of the Directors and the various committees of the Board and the composition of same. The Company's Nominating Committee Charter is available for viewing on the Company's website at: Nominating Committee Charter Composition and Responsibilities AUDIT COMMITTEE The Board has a separately designated standing Audit Committee established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company in accordance with Section 3(a) (58)(A) of the Exchange Act. As of the date of this Annual Report, the Company's Audit Committee is comprised of Messrs. Okada (Chair), Bayley and Ms. Lowe, each of whom, in the opinion of the Corporation's Board of Directors, is independent (as determined under Rule 10A-3 of the Exchange Act, Section 803A of the NYSE American Company Guide, and the applicable rules of the TSX) and each of whom is financially literate. The Audit Committee meets the composition requirements set forth by Section 803B(2) of NYSE American Company Guide. Audit Committee Financial Experts The Board has also determined that each member of the Audit Committee is financially literate, meaning each such member has the ability to read and understand a set of financial statements that present a breadth and level of complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. In addition, the Board has determined that the Audit Committee's chairman, Mr. Okada, is an "audit committee financial expert" within the meaning of the applicable criteria prescribed by the SEC in the general instructions to Form 40-F. The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the Audit Committee and Board in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board. The information provided on Schedule A to the AIF, which includes the Audit Committee charter, and the information provided on Schedule B to the AIF, which includes certain Audit Committee matters, are hereby incorporated by reference herein. The full text of the Audit Committee Charter is set forth in The Company's Annual Information Form, filed as Exhibit 99.1 and incorporated by reference in this annual report on Form 40-F - Also is available for viewing on the Company's website at: Audit Committee Charter and is available in print to any shareholder who requests it, without charge, upon request from the Company's Corporate Secretary at (604) 688-6390 PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees billed to the Company for professional services rendered by the Company's principal accountants for the years ended December 31, 2022 and 2021 are as set forth on Schedule B to the AIF, under the heading "External Auditor Service Fees (By Category)," which is hereby incorporated by reference herein. PRE-APPROVAL POLICIES AND PROCEDURES The information provided on Schedule A to the AIF, and the information on Schedule B to the AIF under the heading "Pre-Approval Policies and Procedures," are hereby incorporated by reference herein. The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the auditor, except for limited exceptions as set forth in the Audit Committee Charter. OFF-BALANCE SHEET TRANSACTIONS The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. The information included in "Liquidity & Capital Resources" of the MD&A, filed as Exhibit 99.2 to this Annual Report, is incorporated herein by reference. CONTRACTUAL OBLIGATIONS CODE OF ETHICS The Company has adopted a Code of Business Conduct and Ethics that addresses the items required to be included in a "code of ethics" as set forth in paragraph 9(b) of General Instruction B of Form 40-F, as well as various other topics; and that applies to directors, officers and employees of, and consultants to, the Company (the "Code"). The Code is available on SEDAR at www.sedar.com, the SEC's Electronic Data Gathering and Retrieval System or "EDGAR" at www.sec.gov and on EMX's website at: Code of Business Conduct and Ethics , and is available in print to any shareholder who requests it, without charge, upon request from the Company's Corporate Secretary at (604) 688-6390. If any amendment to the Code of Business Conduct and Ethics is made, or if any waiver from the provisions thereof is granted, the Company may elect to disclose the information about such amendment or waiver required by Form 40-F to be disclosed, by posting such disclosure on EMX's website, which may be accessed at: https://www.emxroyalty.com. NOTICES PURSUANT TO REGULATION BTR The Company was not required by Rule 104 of Regulation BTR to send any notices to its directors and executive officers during the fiscal year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. NYSE AMERICAN CORPORATE GOVERNANCE The Company's corporate governance practices are consistent with all applicable current Canadian regulatory guidelines and standards. Section 110 of the NYSE American company guide permits NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. The Company is classified as a foreign private issuer in connection with its listing on the NYSE American and is not required to comply with all of the NYSE American's corporate governance standards and instead may comply with Canadian corporate governance practices. However, the Company's corporate governance practices incorporate many best practices derived from the NYSE Rules. A description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to the Company Guide is set forth below. Quorum for Shareholders' Meetings. Section 123 of the NYSE American company guide recommends that a listed company's bylaws provide for a quorum of not less than 33-1/3 % of such company's shares issued and outstanding and entitled to vote at a meeting of shareholders. The Company's articles of incorporation (which are the equivalent of bylaws under the Company's home country law) generally provide that, subject to special rights and restrictions attached to any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders who are present in person or represented by proxy. Proxy Delivery. The NYSE American company guide requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings of a listed company, and requires that these proxies be solicited pursuant to a proxy statement that conforms to Commission proxy rules. The Company is a "foreign private issuer" under Rule 3b-4 of the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada. Shareholder Approval Requirements. The NYSE American company guide requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20 percent or more of presently outstanding shares for less than the greater of book or market value of the shares. The Company may seek a waiver from NYSE American's shareholder approval requirements in circumstances where the securities issuance would not trigger such a requirement under British Columbia law or under the rules of the TSX Venture Exchange, on which the Company's common shares are also listed. Nominating Process. The NYSE American company guide requires that director nominations must be either selected or recommended to the Board by either a nominating committee or a majority of independent directors. In addition, the NYSE American company guide requires a formal written charter or board resolution addressing the nominations process. The Company has such a nominating committee and has adopted a formal written charter addressing the nominations process. None. MINE SAFETY DISCLOSURE UNDERTAKING The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. CONSENT TO SERVICE OF PROCESS Concurrently herewith, the Corporation is filing an updated Appointment of Agent for Service of Process and Undertaking on Form F- X/A with the SEC on the same date hereof with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises. Any subsequent change to the name or address of the Company's agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company. Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized, March 28, 2023. SIGNATURES By: /s/ David M. Cole Name:David M. Cole Title: President and Chief Executive Officer Date: March 28, 2023 The following documents are being filed with the Commission as Exhibits to this Annual Report. Exhibit Description EXHIBIT INDEX 99.1 99.2 99.3 99.4 99.5 99.6 99.7 99.8 99.9 Annual Information Form for the year ended December 31, 2022 Management's Discussion and Analysis for the year ended December 31, 2022 Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2022 and 2021, including the notes thereto, together with the report of the independent auditors thereon Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Consent of Davidson & Company LLP, Independent Registered Public Accounting Firm. Consent of Eric Jensen 99.10 Consent of Michael P. Sheehan 99.11 99.12 99.13 99.14 99.15 99.16 Consent of Kevin Francis Consent of Greg Walker Consent of Mustafa Atalay, Dama Engineering Consent of Metin Alemdar, Dama Engineering Consent of Selim Yilmaz, Dama Engineering Consent of Arif Umutcan Gelişen, Dama Engineering 101.INS Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ANNUAL INFORMATION FORM For the Year Ended December 31, 2022 Dated as at March 23, 2023 Suite 501 -543 Granville Street Vancouver, British Columbia V6C 1X8 Canada Tel: 604.688.6390 Fax: 604.688.1157 Email: info@EMXroyalty.com Website: www.EMXroyalty.com TABLE OF CONTENTS PRELIMINARY NOTES Date of Information Currency and Exchange Rates Glossary, Conversions, and Abbreviations FORWARD-LOOKING INFORMATION CAUTIONARY NOTES REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES CORPORATE STRUCTURE Name, Address and Incorporation Inter-corporate Relationships DESCRIPTION OF THE BUSINESS RISKS AND UNCERTAINTIES GENERAL DEVELOPMENT OF THE BUSINESS Three Year History Financial Year Ended December 31, 2020 Financial Year Ended December 31, 2021 Financial Year Ended December 31, 2022 MINERAL PROPERTIES Introduction Mineral Properties Overview Producing Royalties Advanced Royalty Projects Exploration Royalty & Royalty Generation Projects Investments Qualified Persons TECHNICAL INFORMATION Caserones Royalty Timok Royalty Gediktepe Royalty DESCRIPTION OF CAPITAL STRUCTURE DIVIDENDS MARKET FOR SECURITIES DIRECTORS AND OFFICERS LEGAL PROCEEDINGS AND REGULATORY ACTIONS INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS TRANSFER AGENT AND REGISTRAR MATERIAL CONTRACTS INTERESTS OF EXPERTS Names of Experts Interests of Experts 4 4 4 4 10 12 14 14 15 16 20 31 31 31 33 36 39 39 40 41 44 49 52 52 53 53 66 74 84 84 84 85 88 88 89 89 90 90 91 ADDITIONAL INFORMATION SCHEDULE A SCHEDULE B APPENDIX A APPENDIX B 91 92 99 103 110 4 PRELIMINARY NOTES Date of Information Unless otherwise indicated, all information contained in this Annual Information Form ("AIF") is as of December 31, 2022. Currency and Exchange Rates In this AIF, all references to "Canadian dollars" and to "C$" are to Canadian dollars, references to "U.S. dollars" and to "US$" are to United States dollars. The Bank of Canada noon buying rates for the purchase of one United States dollar using Canadian dollars were as follows for the indicated periods: End of period High for the period Low for the period Average for the period YEAR ENDED DECEMBER 31 2022 1.3544 1.3856 1.2451 1.3013 2021 1.2697 1.2926 1.2046 1.2535 2020 1.2741 1.4529 1.2718 1.3411 The Bank of Canada noon buying rate on March 23, 2023, for the purchase of one United States dollar using Canadian dollars was C$1.3671 (one Canadian dollar on that date equalled US$0.7315). Glossary, Conversions, and Abbreviations Glossary of Geological and Mining Terms Assay: a quantitative chemical analysis of an ore, mineral or concentrate to determine the amount of specific elements. Breccia: a coarse-grained clastic rock, composed of broken rock fragments held together by a mineral cement or in a fine-grained matrix. CIM: Canadian Institute of Mining and Metallurgy Classification System. Dacite: an igneous extrusive rock with a felsic (silica rich) chemical composition that is the extrusive equivalent of a granodiorite. Doré: a mixture of predominantly gold and silver produced by a mine, usually in a bar form, before separation and refining into gold and silver by a refinery. Epithermal: a hydrothermal mineral deposit formed within about 1 kilometer of the Earth's surface and in the temperature range of 50 C to 200 C. Formation: a persistent body of igneous, sedimentary, or metamorphic rock, having easily recognizable boundaries that can be traced in the field without resorting to detailed paleontologic or petrologic analysis, and large enough to be represented on a geologic map as a practical or convenient unit for mapping and description. 5 Granodiorite: a group of plutonic rocks intermediate in composition between quartz diorite and quartz monzonite. Hydrothermal: of or pertaining to hot water, to the action of hot water, or to the products of this action, such as a mineral deposit precipitated from a hot aqueous solution, with or without demonstrable association with igneous processes. Igneous rock: rock that is magmatic in origin. Indicated mineral resource: is defined in NI 43-101 as that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and test information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. Inferred mineral resource: is defined in NI 43-101 as that part of a mineral resource for which the quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. JORC Code: means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. Kriging: a weighted, moving-average interpolation method in which the set of weights assigned to samples minimizes the estimation variance, which is computed as a function of the variogram model and locations of the samples relative to each other, and to the point or block being estimated. Leach: to dissolve minerals or metals out of rock with chemicals. Measured mineral resource: is defined in NI 43-101 as that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. 6 Meta: a prefix that, when used with the name of a sedimentary or igneous rock, indicates that the rock has been metamorphosed. Metamorphic rock: rock which has been changed from igneous or sedimentary rock through heat and pressure into a new form of rock. Mineral reserve: is defined in NI 43-101 as the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resource: is defined in NI 43-101 as a concentration or occurrence (deposit) of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Net smelter return royalty or NSR royalty: a type of royalty based on a percentage of the proceeds, net of smelting, refining and transportation costs and penalties, from the sale of metals extracted from concentrate and doré by the smelter or refinery. NI 43-101: National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, which sets standards for all public disclosure made of scientific and technical information concerning mineral projects. Oxide: a compound of ore that has been subjected to weathering and alteration as a result of exposure to oxygen for a long period of time. PERC Code: means the Pan-European Code for Reporting of Exploration Results, Mineral Resources and Reserves prepared by the Pan-European Reserves and Resources Reporting Committee. Plutonic: intrusive igneous rock that is crystallized from magma slowly cooling below the surface of the Earth. Porphyry: igneous rock consisting of large-grained crystals dispersed in a fine-grained matrix or groundmass. Probable mineral reserve: is defined in NI 43-101 as the economically mineable part of an indicated and, in some circumstances, a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. Proven mineral reserve: is defined in NI 43-101 as the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. 7 Pyroclastic: pertaining to clastic rock material formed by volcanic explosion or aerial expulsion from a volcanic vent; also, pertaining to rock texture of explosive origin. Schist: a strongly foliated crystalline metamorphic rock, which readily splits into sheets or slabs as a result of the planar alignment of the constituent crystals. The constituent minerals are commonly specified (e.g. "quartz-muscovite-chlorite schist"). SEDAR: System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators. Silicification: the introduction of, or replacement by, silica, generally resulting in the formation of fine-grained quartz, chalcedony, or opal, which may fill pores and replace existing minerals. Strata: layers of sedimentary rock with internally consistent characteristics that distinguish them from other layers. Strike: the direction, or course or bearing of a vein or rock formation measured on a level surface. Strip (or stripping) ratio: the tonnage or volume of waste material that must be removed to allow the mining of one tonne of ore in an open pit. Sulfides or sulphides: compounds of sulfur (or sulphur) with other metallic elements. Tailing: material rejected from a mill after the recoverable valuable minerals have been extracted. Vein: sheet-like body of minerals formed by fracture filling or replacement of host rock. Conversions Linear Measurements 1 inch 1 foot 1 yard 1 mile Area Measurements 1 acre 1 hectare 1 square mile = = = = = = = 2.54 centimeters 0.3048 meter 0.9144 meter 1.609 kilometers 0.4047 hectare 2.471 acres 640 acres or 259 hectares or 2.590 square kilometers 8 = = = = = = 2000 pounds or 0.893 long ton 2240 pounds or 1.12 short tons 2204.62 pounds or 1.1023 short tons 0.454 kilograms or 14.5833 troy ounces 31.1035 grams 34.2857 grams per metric ton percent 1% 0.0001% 0.003429% nil 0.01 grams per metric tonne troy oz per short ton 10,000 1 34.2857 0.01 100 291.667 0.029167 1 0.00029 2.917 Units of Weight 1 short ton 1 long ton 1 metric tonne 1 pound (16 oz.) 1 troy oz. 1 troy oz. per short ton Analytical Analytical 1% 1 gram/tonne 1 troy oz./short ton 10 ppb 100 ppm Temperature Degrees Fahrenheit Degrees Celsius = = (°C x 1.8) + 32 (°F - 32) x 0.556 Frequently Used Abbreviations and Symbols AA AAR AMR Ag As Au °C cm C.P.G. CSAMT Cu F FS °F atomic absorption spectrometry annual advance royalty advance minimum royalty silver arsenic gold degrees Celsius (centigrade) centimeter Certified Professional Geologist Controlled source audio-frequency magnetotellurics copper fluorine feasibility study degrees Fahrenheit g g/t Hg HSE ICP AES ICP MS ICP MS/AAS IOCG IP IPO JORC JV kg km m Ma Mn Mo Mt n NSR oz opt oz/ton oz/tonne Pb Pd PEA PFS PGE ppb ppm Pt Q1, Q2, Q3, Q4 QA QC sq Sb 9 gram(s) grams per tonne mercury high sulphidation epithermal inductively coupled plasma atomic emission spectroscopy inductively coupled plasma mass spectroscopy inductively coupled plasma mass spectroscopy/atomic absorption spectroscopy iron-oxide-copper-gold induced polarization Initial Public Offering Joint Ore Reserves Committee joint venture kilogram kilometer meter(s) million years ago manganese molybdenum million tonnes number or count net smelter returns troy ounce ounce per short ton ounce per short ton ounce per metric tonne lead palladium preliminary economic assessment pre-feasibility study platinum group element parts per billion parts per million platinum first, second, third and fourth financial quarters quality assurance quality control square antimony Tl VMS Zn thallium volcanogenic massive sulfide zinc 10 FORWARD-LOOKING INFORMATION This AIF may contain "forward-looking statements" that reflect the Company's current expectations and projections about its future results. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, completion of transactions, market prices for metals or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute "forward-looking statements" to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects," "anticipates," "believes," "plans," "projects," "estimates," "assumes," "intends," "strategy," "goals," "objectives," "potential," "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect: • • • • • • • • production at any of the mineral properties in which the Company has a royalty, or other interest; estimated capital costs, operating costs, production and economic returns; estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company's resource and reserve estimates; the expected ability of any of the properties in which the Company holds a royalty, or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will be obtained; assumptions made in the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty or other interest; expectations regarding demand for equipment, skilled labor and services needed for exploration and development of mineral properties in which the Company holds a royalty or other interest; and the activities on any on the properties in which the Company holds a royalty, or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: 11 • • • • • • • • • • • uncertainty of whether there will ever be production at the mineral exploration and development properties in which the Company holds a royalty or other interest; uncertainty of estimates of capital costs, operating costs, production and economic returns; uncertainties relating to the assumptions underlying the Company's resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs; risks related to the ability of any of the properties in which the Company holds a royalty, or other interest to commence production and generate material revenues or obtain adequate financing for their planned exploration and development activities; risks related to the ability to finance the development of mineral properties through external financing, joint ventures or other strategic alliances, the sale of property interests or otherwise; risks related to the Company's dependence on third parties for exploration and development activities; dependence on cooperation of joint venture partners in exploration and development of properties; credit, liquidity, interest rate and currency risks; risks related to market events and general economic conditions; uncertainty related to inferred mineral resources; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty, or other interest; risks related to lack of adequate infrastructure; • • mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production; the risk that permits and governmental approvals necessary to develop and operate mines on the properties in which the Company holds a royalty, or other interest will not be available on a timely basis or at all; commodity price fluctuations; risks related to governmental regulation and permits, including environmental regulation; risks related to the need for reclamation activities on the properties in which the Company holds a royalty, or other interest and uncertainty of cost estimates related thereto; uncertainty related to title to the mineral properties of any of the properties in which the Company holds a royalty, or other interest; uncertainty as to the outcome of potential litigation; risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; increased competition in the mining industry; the Company's need to attract and retain qualified management and technical personnel; risks related to hedging arrangements or the lack thereof; uncertainty as to the Company's ability to acquire additional commercially mineable mineral rights; risks related to the integration of potential new acquisitions into the Company's existing operations; risks related to unknown liabilities in connection with acquisitions; risks related to conflicts of interest of some of the directors of the Company; risks related to global climate change; risks related to global pandemics and the spread of other viruses or pathogens; risks related to adverse publicity from non-governmental organizations; • • • • • • • • • • • • • • • • • 12 • • • • • • • • risks related to political uncertainty or instability in countries where the Company's mineral properties are located; uncertainty as to the Company's PFIC status; uncertainty as to the Company's status as a "foreign private issuer" and "emerging growth company" in future years; uncertainty as to the Company's ability to reestablish the adequacy of internal control over financial reporting; risks related to regulatory and legal compliance and increased costs relating thereto; the ongoing operation of the properties in which the Company holds a royalty, or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and no adverse development in respect of any significant property in which the Company holds a royalty, or other interest. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to under the heading "Description of the Business-Risk Factors" in the AIF (as defined below), which is incorporated by reference herein. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. More information about the Company including its recent financial reports is available on SEDAR at www.sedar.com. The Company's Annual Report on Form 40-F, including the recent financial reports, is available on SEC's EDGAR website at www.sec.gov and on the Company's website at www.EMXroyalty.com. CAUTIONARY NOTES REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES This AIF has been prepared in accordance with the requirements of Canadian securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all mineral resource and mineral reserve estimates included in this AIF have been disclosed by the Company in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy, and Petroleum ("CIM") Classification System based on information prepared by the current or previous owners or operators of the relevant properties (as and to the extent indicated by them). NI 43-101 is a rule developed by the Canadian securities regulatory authorities which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Historical Estimates. An historical estimate is defined by NI 43-101 as "an estimate of the quantity, grade, or metal or mineral content of a deposit that an issuer has not verified as a current mineral resource or mineral reserve, and which was prepared before the issuer acquiring, or entering into an agreement to acquire, an interest in the property that contains the deposit". NI 43-101 permits disclosure of an historical estimate that does not comply with NI 43-101 using the historical terminology if, among other things, the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (d) includes any more recent estimates or data available. Mineral Resource and Reserve Disclosures According to an Acceptable Foreign Code. Under NI 43-101, "Acceptable Foreign Code" means the JORC Code, the PERC Code, the SAMREC Code, SEC Industry Guide 7 (now Regulation S-K 1300 as defined below), the Certification Code, or any other code, generally accepted in a foreign jurisdiction, that defines mineral resources and mineral reserves in a manner that is consistent with mineral resource and mineral reserve definitions and categories set out in sections 1.2 and 1.3 of NI 43-101. NI 43-101 permits an issuer to make disclosure and file a technical report that uses mineral resource and mineral reserve categories of an Acceptable Foreign Code in certain circumstances, if the issuer includes in the technical report a reconciliation of any material differences between the mineral resource and mineral reserve categories used and the categories set out in sections 1.2 and 1.3 of NI 43-101. As such, in addition to NI 43-101, certain estimates referenced in this AIF have been prepared in accordance with the JORC Code or the PERC Code (as such terms are defined in NI 43-101), which differ from the requirements of NI 43-101 and U.S. securities laws. Accordingly, information containing descriptions of the Company's mineral properties may not be comparable to similar information made public by Canadian or U.S. reporting companies. For more information, see "Reconciliation to CIM Definitions" below. 13 Reconciliation to CIM Definitions. In this AIF, EMX has disclosed current mineral reserve and mineral resource estimates as well as certain historical estimates covering royalty properties that are not based on CIM definitions, but are based on Acceptable Foreign Code or in reliance on the "historical estimates" provisions of NI 43-101. In each case, the estimates reported in this AIF are based on estimates disclosed by the relevant property owner or operator, without reference to the underlying data used to calculate the estimates. Accordingly, EMX is not able to definitively reconcile these estimates with that of CIM definitions. However, with respect to the Acceptable Foreign Codes used in this AIF, EMX believes that while the CIM definitions are not identical to those of the JORC Code or the PERC Code, the mineral resource and mineral reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar mineral reserve and mineral resource estimates. With respect to the "historical estimates", the prescribed disclosure is included in this AIF in the relevant property descriptions or in Appendix "B", as applicable. With respect to United States investors, there are two important provisos to this assertion, being (i) SEC Industry Guide 7 prohibited the reporting of mineral resources, and only permitted reporting of mineral reserves, and (ii) it is now generally accepted practice that the SEC expects to see metals prices based on historical three year average prices, while each of CIM and the other JORC Code or the PERC Code permits the author of a mineral resource or mineral reserve estimate to use his or her discretion to establish reasonable assumed metal prices. CAUTIONARY NOTES TO UNITED STATES INVESTORS Regulation S-K 1300 Replacement of SEC Industry Guide 7. Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 ("SEC Industry Guide 7") under the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"). The SEC has adopted final rules, effective February 25, 2019, to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act ("Regulation S-K 1300"). As a foreign private issuer that is eligible to file reports with the SEC pursuant to the MJDS, the Company is not required to provide disclosure on its mineral properties under the Regulation S-K 1300 and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, mineral reserve and mineral resource information contained in this Annual Report and the documents incorporated by reference herein and therein, may not be comparable to similar information disclosed by U.S. reporting companies. Under Regulation S-K 1300, the SEC recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined in the CIM Standards, which definitions have been adopted by NI 43-101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the owner or operator prepared the mineral reserve or mineral resource estimates under the standards of Regulation S-K 1300. 14 SEC Industry Guide 7 Estimates Prepared Before Implementation of Regulation S-K 1300. For earlier reserve estimates of U.S. reporting companies prepared in accordance with SEC Industry Guide 7 (i.e., before a fiscal year commencing on or after January 1, 2021), Canadian standards, including NI 43-101, differ significantly from the requirements under SEC Industry Guide 7, and mineral reserve and mineral resource information may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term "resources" does not equate to the term "reserves". Under SEC Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards did not normally permit the inclusion of information concerning "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" or other descriptions of the amount of mineralization in mineral deposits that do not constitute "reserves" in documents filed with the SEC in compliance with SEC Industry Guide 7. Inferred Mineral Resources. U.S. investors are cautioned that "inferred mineral resources" have a lower level of confidence than that applying to "indicated mineral resources" and cannot be directly converted to a "mineral reserve". Qualified persons have determined that is reasonably expected that the majority of the reported "inferred mineral resources" could be upgraded to "indicated mineral resources" with continued exploration. Under Canadian rules, "inferred mineral resources" may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an "inferred mineral resource" exists or is economically or legally mineable. Reconciliation to CIM Definitions In this AIF, EMX has disclosed current and historical resource and reserve estimates covering royalty properties that are not based on CIM definitions. In each case, the mineral resources and mineral reserves reported in this AIF are based on estimates disclosed by the relevant property owner or operator, without reference to the underlying data used to calculate the estimates. Accordingly, EMX is not able to reconcile these resource and reserve estimates with that of CIM definitions. While the CIM definitions are not identical to those of the JORC Code or the PERC Code (being the Acceptable Foreign Codes used in this AIF), the resource and reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar reserve and resource estimates. However there are two important provisos to this assertion, being (i) SEC Industry Guide 7 prohibits the reporting of resources, and will only permit reporting of reserves, and (ii) it is now generally accepted practice that the SEC expects to see metals prices based on historical three year average prices, while each of CIM and the other JORC Code or the PERC Code permits the author of a resource or reserve estimate to use his or her discretion to establish reasonable assumed metal prices. Name, Address and Incorporation CORPORATE STRUCTURE EMX Royalty Corporation (the "Company" or "EMX") is a British Columbia company incorporated in Alberta on May 13, 1996 as Marchwell Capital Corp. and continued into British Columbia on September 21, 2004 and became subject to the Business Corporations Act (British Columbia). On November 24, 2003, Marchwell underwent a reverse take-over by Southern European Exploration Ltd., which was incorporated in the Yukon Territory on August 21, 2001. On November 23, 2003, Marchwell changed its name to Eurasian Minerals Inc. On July 19, 2017, Eurasian changed its name to EMX Royalty Corporation to better reflect its business. EMX is a reporting company under the securities legislation of British Columbia and Alberta. Its common shares without par value ("Common Shares") are listed on the TSX Venture Exchange ("TSX-V"), and the NYSE American Exchange ("NYSE American") under the symbol "EMX", and also trade on the Frankfurt Stock Exchange under the symbol "6E9". 15 The Company's corporate office is located at Suite 501, 543 Granville Street, Vancouver, British Columbia V6C 1X8, Canada and its telephone number is 604-688-6390. The Company's registered and records offices are located 2200 HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. The Company's technical office is located at 10001 W. Titan Road, Littleton, Colorado 80125, United States of America, and its telephone number is 303-973-8585. Inter-corporate Relationships A majority of the Company's business is carried on through its various subsidiaries. The following table illustrates the Company's material subsidiaries, including their respective jurisdiction of incorporation and the percentage of votes attaching to all voting securities of each subsidiary that are beneficially owned, controlled or directed, directly or indirectly, by the Company: Name Bullion Monarch Mining, Inc EMX (USA) Services Corp. Bronco Creek Exploration Inc. EMX - NSW1 PTY LTD. EMX Broken Hill PTY LTD. Eurasia Madencilik Ltd. Sirketi Eurasian Royalty Madencilik Anonim Sirketi EMX Scandinavia AB (formerly Eurasian Minerals Sweden AB) Viad Royalties AB EV Metals AB EMX Finland OY EMX Norwegian Services AS EMX Chile SpA Minera Tercero SpA Place of Incorporation Utah, USA Nevada, USA Arizona, USA Australia Australia Turkey Turkey Sweden Sweden Sweden Finland Norway Chile Chile Ownership Percentage 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 16 DESCRIPTION OF THE BUSINESS OVERVIEW EMX is in the business of organically generating royalties derived from a portfolio of mineral property interests. The Company augments royalty generation with royalty acquisitions and strategic investments. EMX's royalty and mineral property portfolio consists of 268 properties in North America, Europe, Turkey, Latin America and Australia. The Company's portfolio is comprised of the following: Producing Royalties Advanced Royalties Exploration Royalties Royalty Generation Properties 6 11 155 96 STRATEGY EMX's strategy is to provide our shareholders and other stakeholders exposure to exploration success and commodity upside through successful implementation of our royalty business. The Company believes in having a strong, balanced exposure to precious and base metals with an emphasis on gold and copper. The three key components of the Company's business strategy are summarized as: Royalty Generation. EMX's 19-year track record of successful exploration initiatives has developed into an avenue to organically generate mineral property royalty interests. The strategy is to leverage in-country geologic expertise to acquire prospective properties on open ground, and to build value through low-cost work programs and targeting. These properties are sold or optioned to partner companies for retained royalty interests, advance minimum royalty ("AMR") and annual advance royalty ("AAR") payments, project milestone payments, and other consideration that may include equity interests. Pre-production payments provide early-stage cash flows to EMX, while the operating companies build value through exploration and development. EMX participates in project upside optionality at no additional cost, with the potential for future royalty payments upon the commencement of production. Royalty Acquisition. The purchase of royalty interests allows EMX to acquire assets that range from producing mines to development projects. In conjunction with the acquisition of producing and pre-production royalties in the base metals, precious metals, and battery metals sectors, the Company will also consider other cash flowing royalty acquisition opportunities including the energy sector. Strategic Investment. An important complement to EMX's royalty generation and royalty acquisition initiatives comes primarily from strategic equity investments in companies with under-valued mineral assets that have upside exploration or development potential. Exit strategies can include equity sales, royalty positions, or a combination of both. EMX has a combination of producing royalties, advanced royalty projects and early-stage exploration royalty properties providing shareholder's exposure to immediate cash flow, near-term development of mines, and long-term exposure to world class discoveries. Unlike other royalty companies, EMX has focused a significant portion of its expertise and capital toward organically generating royalties. We believe putting people on the ground generating ideas and partnering with major and junior companies is where EMX can generate the highest return for our shareholders. This diversified approach towards the royalty business provides a foundation for supporting EMX's growth and increasing shareholder value over the long term. Specialized Skill and Knowledge 17 All aspects of EMX business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, finance, accounting and law. Competitive Conditions Competition in the mineral exploration and royalty industry is intense. EMX competes with other companies, many of which have greater financial resources and technical facilities, for the acquisition and exploration of royalty and mineral property interests, as well as for the recruitment and retention of qualified employees and consultants. Raw Materials (Components) Other than water and electrical or mechanical power - all of which are readily available on or near its properties - EMX does not require any raw materials with which to carry out its business. Intangible Property EMX does not have any need for nor does it use any brand names, circulation lists, patents, copyrights, trademarks, franchises, licenses, software (other than commercially available software), subscription lists or other intellectual property in its business. Business Cycle & Seasonality EMX's business model is diversified in order to address impacts from commodity prices and business cycles, however, its business is not seasonal. Economic Dependence EMX's business is not substantially dependent on any contract such as a contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends. Renegotiation or Termination of Contracts It is not expected that EMX's business will be affected in the current financial year by the renegotiation or termination of contracts or sub-contracts. Environmental Protection All phases of EMX's exploration are subject to environmental regulation in the various jurisdictions in which it operates. Environmental legislation is evolving in a manner which requires stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. While manageable, EMX expects this evolution (which affects most mineral exploration and royalty companies) might result in increased costs. Employees 18 At its financial year ended December 31, 2022, EMX had 40 employees and consultants working at various locations throughout the world. Foreign Operations EMX's mineral property interests are located in the North America, Fennoscandia, Australia, and Latin America, as well as in areas traditionally considered to be risky from a political or economic perspective, including Serbia, Turkey, and Haiti. Bankruptcy Reorganizations There has not been any voluntary or involuntary bankruptcy, receivership or similar proceedings against EMX within the three most recently completed financial years or the current financial year. Material Reorganizations Except as disclosed under the heading "Three Year History", there has not been any material reorganization of EMX or its subsidiaries within the three most recently completed financial years or the current financial year. Social or Environmental Policies EMX has implemented various social policies that are fundamental to its operations, such as policies regarding its relationship with the communities where the Company operates. EMX is committed to the implementation of a comprehensive Health, Safety, Environment, Labor and Community Policy and Stakeholder Engagement Strategy (the "Policies"). EMX ensures these Policies are made known to all its managers, staff, contractors and exploration and joint venture partners, and that the requirements contained therein are adequately planned, resourced implemented and monitored wherever EMX is actively managing the project and where EMX has obtained a formal commitment from its exploration and joint venture partners to adopt the same Policies. 1. Environmental Policy The Company believes that good environmental management at every project it manages, whether in the exploration phase, feasibility stage, project construction or mine site operation, requires proactive health and safety procedures, transparent interaction with local communities and implementation of prudent expenditures and business performance standards that constitutes the foundation for successful exploration and subsequent development if the results warrant it. EMX will develop and implement appropriate standard operating procedures for different stages of its ground technical surveys, prospecting and evaluation and development work which procedures will be designed to meet all applicable environmental requirements and best environmental practices in the mineral exploration industry. 2. Community Relations, Communication and Notification Policy 19 Proactive interaction with the stakeholders on whom the Company's exploration and development programs may impact is considered an important part of the long-term investment that the Company is planning in its exploration programs in North America, Turkey, Europe, Haiti, Australia, and Latin America. EMX recognizes that from the inception of exploration activities or a new field work program, and as the exploration project progresses towards development, it will be important to: communicate and proactively engage with all local communities and other stakeholders that may be affected by its exploration programs; inform and obtain a consensus with the full range of stakeholders that may be impacted upon by exploration, evaluation and development; and identify any vulnerable or marginalized groups within the affected communities (e.g., women, elders or handicapped) and ensure they are also reached by above information disclosure and consultation activities. In these respects, EMX will work actively and transparently with governmental authorities, other elected parties, non-governmental organizations, and the communities themselves to ensure that the communities are aware of the activities of the Company, and that the impact and benefits of such activities are a benefit to the communities. When detailed or advanced exploration activities, including drilling, evaluation and other such programs, are implemented, the Company will endeavor to identify how the impacts of such work on communities can best be managed, and how benefits can best be provided to communities through its activities. This will be undertaken in consultation with the affected communities. 3. Labour, Health and Safety Policy The health and safety of its employees, contractors, affected communities and any other role players that may participate and be affected by the activities of EMX are crucial to the long-term success of the Company. The Company will establish and maintain a constructive work-management relationship, promote the fair treatment, non-discrimination, and equal opportunity of workers in accordance with Performance Standards 2, Labor and Working Conditions of the International Finance Corporation, a member of the World Bank Group. Every effort will be made through training, regular reviews and briefings, and other procedures to ensure that best practice labour, health and safety and good international industry practices are implemented and maintained by EMX, including prompt and in-depth accident and incident investigation and the implementation of the conclusions thereof. The Company will take measures to prevent any child labour or forced labour. The Company's aim is at all times to achieve zero lost-time injuries and fatalities. 4. Development Stage Environmental and Social Management Policy EMX will communicate and consult with local communities and stakeholders with a view to fostering mutual understanding and shared benefits through the promotion and maintenance of open and constructive dialogue and working relationships. 20 RISKS AND UNCERTAINTIES Investment in the Common Shares involves a significant degree of risk and should be considered speculative due to the nature of EMX's business and the present stage of its development. Prospective investors should carefully review the following factors together with other information contained in this AIF before making an investment decision. Mineral Property Exploration Risks The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. Certain operating risks include ensuring ownership of and access to mineral properties by confirmation that royalty agreements, option agreements, claims and leases are in good standing and obtaining permits for exploration activities, mine development, and mining operations. The properties on which the Company holds a royalty or other interest are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, rock bursts, cave- ins, pit-wall failures, tailings dam breaches or failures, flooding, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting, storage and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in production, increased production costs and possible legal liability. Milling operations, waste rock dumps and tailings impoundments are subject to hazards such as equipment failure, or breaches in or the failure of retaining dams around tailings disposal areas and may be subject to ground movements or deteriorating ground conditions, or extraordinary weather events that may result in structure instability, or impoundment overflow, requiring that deposition activities be suspended. The tailings storage facility infrastructure, including pipelines, pumps, liners, etc. may fail or rupture. Should any of these risks or hazards affect a property on which the Company has a royalty or other interest, it may (i) result in an environmental release or environmental pollution and liability; (ii) cause the cost of development or production to increase to a point where it would no longer be economic to produce, (iii) result in a write down or write-off of the carrying value of one or more projects, (iv) cause extended interruption to the business, including delays or stoppage of mining or processing, (v) result in the destruction of properties, processing facilities or third party facilities necessary to the operations, (vi) cause personal injury or death and related legal liability, (vii) result in regulatory fines and penalties, revocation or suspension of permits or licenses; or (viii) result in the loss of insurance coverage. The occurrence of any of above-mentioned risks or hazards could result in an interruption or suspension of operation of the Mining Operations and have a material adverse effect on the Company and the trading price of the Company's securities as well as the Company's reputation. The exploration for, development, mining and processing of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the owners or operators will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: cash costs associated with extraction and processing, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in one or more of the properties not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties on which the Company has a royalty or other interest which are not currently in production will be brought into a state of commercial production. Conditions to be Satisfied Under Certain Agreements 21 EMX is currently earning an interest in some of its properties through option agreements and acquisition of title to the properties is only completed when the option conditions have been met. These conditions generally include making property payments, incurring exploration expenditures on the properties and can include the satisfactory completion of pre-feasibility or other studies. If the Company does not satisfactorily complete these option conditions in the time frame laid out in the option agreements, the Company's title to the related property will not vest and the Company will have to write-off any previously capitalized costs related to that property. Markets The market prices for precious, base, and other metals can be volatile and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered or are being mined, respectively. No Control over Mining Operations The Company is not directly involved in the ownership or operation of mines and has no contractual rights relating to the operation or development of any property on which it has a royalty or other interest. The Company will not be entitled to any material compensation if any of the operations do not meet their forecasted gold or other production targets in any specified period or if the operations shut down or discontinue their operations on a temporary or permanent basis. The properties may not commence commercial production within the time frames anticipated, if at all, or they may not meet ramp-up targets or complete expansion plans, and there can be no assurance that the gold or other production from such operations will ultimately meet forecasts or targets. At any time, any of the operators of the mining operations or their successors may decide to suspend or discontinue operations or may sell or relinquish operations, which may result in royalties or other monies not being paid or obligated to be paid to the Company. The Company is subject to the risk that the any property or operation may shut down on a temporary or permanent basis due to issues including but not limited to economic conditions, lack of financial capital, flooding, fire, weather related events, mechanical malfunctions, community or social related issues, social unrest, the failure to receive permits or having existing permits revoked, collapse of mining infrastructure including tailings ponds, nationalization or expropriation of property and other risks. These issues are common in the mining industry and can occur frequently. There is a risk that the carrying values of the Company's assets may not be recoverable if the mining companies operating the counterparty cannot raise additional finances to continue to develop those assets. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the property or operation becoming uneconomic resulting in their shutdown and closure. Reliance on Third Party Reporting 22 The Company relies on public disclosure and other information regarding the properties or operations it receives from the owners, operators and independent experts of such properties or operations, and certain of such information is included in this document. Such information is necessarily imprecise because it depends upon the judgment of the individuals who operate the properties or operations as well as those who review and assess the geological and engineering information. In addition, the Company must rely on the accuracy and timeliness of the public disclosure and other information it receives from the owners and operators of the properties or operations, and uses such information in its analyses, forecasts and assessments relating to its own business and to prepare its disclosure with respect to the royalties. If the information provided by such third parties to the Company contains material inaccuracies or omissions, the Company's disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company. Unknown Defects or Impairments in EMX's Royalty or Other Interests Unknown defects in or disputes relating to the royalty and other interests EMX holds or acquires may prevent EMX from realizing the anticipated benefits from its royalty and other interests and could have a material adverse effect on EMX's business, results of operations, cash flows and financial condition. It is also possible that material changes could occur that may adversely affect management's estimate of the carrying value of EMX's royalty and other interests and could result in impairment charges. While EMX seeks to confirm the existence, validity, enforceability, terms and geographic extent of the royalty and other interests EMX acquires, there can be no assurance that disputes over these and other matters will not arise. Confirming these matters, as well as the title to a mining property on which EMX holds or seeks to acquire a royalty or other interest, is a complex matter, and is subject to the application of the laws of each jurisdiction, to the particular circumstances of each parcel of a mining property and to the documents reflecting the royalty or other interest. Similarly, royalty and other interests in many jurisdictions are contractual in nature, rather than interests in land, and therefore may be subject to change of control, bankruptcy or the insolvency of operators. EMX often does not have the protection of security interests over property that EMX could liquidate to recover all or part of EMX's investment in a royalty or other interest. Even if EMX retains its royalty and other interests in a mining project after any change of control, bankruptcy or insolvency of the operator, the project may end up under the control of a new operator, who may or may not operate the project in a similar manner to the current operator, which may negatively impact EMX. Operators' Interpretation of EMX's Royalty and Other Interests; Unfulfilled Contractual Obligations EMX's royalty and other interests generally are subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing EMX's royalty and other interests may interpret EMX's interests in a manner adverse to the Company or otherwise may not abide by their contractual obligations, and EMX could be forced to take legal action to enforce its contractual rights. EMX may not be successful in enforcing its contractual rights, and EMX's revenues relating to any challenged royalty or other interests may be delayed, curtailed or eliminated during any such dispute or if EMX's position is not upheld, which could have a material adverse effect on its business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things: 23 the existence or geographic extent of the royalty or other interest; • • methods for calculating the royalty or other interest, including whether certain operator costs may properly be deducted from gross proceeds when calculating royalties determined on a net basis; third party claims to the same royalty interest or to the property on which EMX has a royalty or other interest; various rights of the operator or third parties in or to the royalty or other interest; production and other thresholds and caps applicable to payments of royalty or other interests; the obligation of an operator to make payments on royalty and other interests; and various defects or ambiguities in the agreement governing a royalty and other interest. • • • • • Revenue and Royalty Risks EMX cannot accurately or reliably predict future revenues or operating results from mining activity. Management expects future revenues from the Timok Project in Serbia, Leeville royalty property in Nevada, Caserones royalty in Chile, and Gediktepe royalty in Turkey, to fluctuate depending on the level of future production and metal prices. For the Leeville property in particular, there is also a risk that the operator may cease to operate in the Company's area of interest. Accordingly, there can be no assurance that royalty payments will continue or materialize and be received by the Company from either property. EMX also earns or is due additional revenues including stages option payments, advanced annual royalty payments, management or operator fees, and anti-dilution provisions within various property agreements. There is a risk that any of these payments will be received and timing of any receipts may fluctuate. Further, certain payments may be dependent on milestone conditions, or the value may be based on certain market conditions including metal prices, or market price of equity interests received. At the time of entering into an agreement, management cannot reasonably estimate the value of these future receipts. Royalty Operation and Exploration Funding Risk EMX's strategy is to seek exploration partners through options to fund exploration and project development. The main risk of this strategy is that the funding parties may not be able to raise sufficient capital to satisfy exploration and other expenditure terms in a particular option agreement. As a result, exploration and development of one or more of the Company's property interests may be delayed depending on whether EMX can find another party or has enough capital resources to fund the exploration and development on its own. Fluctuating Metal Prices The price of metals has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from mining operations to be impracticable. Factors beyond the control of the Company have a direct effect on global metal prices, which can and have fluctuated widely, and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered on any of EMX's properties and the properties on which it holds royalties. Consequently, the economic viability of any of these projects and EMX's or the operator's ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices. 24 In addition to adversely affecting the reserve estimates and financial conditions, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Extensive Governmental Regulation and Permitting Requirements Risks Exploration, development and mining of minerals are subject to extensive laws and regulations at various governmental levels governing the acquisition of the mining interests, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. In addition, the current and future operations, from exploration through development activities and production, require permits, licenses and approvals from some of these governmental authorities. EMX has, and believes the operators of properties on which it holds royalty interests have, obtained all government licenses, permits and approvals necessary for the operation of its business to date. However, additional licenses, permits and approvals may be required. The failure to obtain any licenses, permits or approvals that may be required or the revocation of existing ones would have a material and adverse effect on EMX, its business and results of operations. Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities requiring EMX's or the project operator's operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. EMX and such operators may be required to compensate those suffering loss or damage by reason of their mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Any such events could have a material and adverse effect on EMX and its business and could result in EMX not meeting its business objectives. Foreign Countries and Political Risks The Company operates in and holds royalties on properties in countries with varied political and economic environments. As such, it is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mineral concessions or other mineral rights, opposition from environmental or other non-governmental organizations, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mineral exploration and mining industry. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and site safety. Notwithstanding any progress in restructuring political institutions or economic conditions, the present administration, or successor governments, of some countries in which EMX operates or holds royalty interests may not be able to sustain any progress. If any negative changes occur in the political or economic environment of these countries, it may have an adverse effect on the Company's operations in those countries. The Company does not carry political risk insurance. Natural Disasters, and Impact and Risks of Epidemics 25 Upon the occurrence of a natural disaster, pandemic or upon an incident of war (for example, the current and ongoing conflict between Russia and Ukraine), riot or civil unrest, the impacted country, and the overall global economy, may not efficiently and quickly recover from such an event, which could have a materially adverse effect on the Company. Terrorist attacks, public health crises including epidemics, pandemics or outbreaks of new infectious diseases or viruses, and related events can result in volatility and disruption to global supply chains, operations, mobility of people, patterns of consumption and service and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company. In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The impact on global commerce has been far-reaching. There has been stock market volatility, volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions including (in 2020) the temporary suspension of mining activities and mine development, and the global movement of people and some goods has been restricted. There is ongoing uncertainty surrounding COVID-19 and its variants and the extent and duration of the impacts that it may have on demand and prices for the commodities relating to the Company's royalties, on the operations of its partners, on its employees and on global financial markets. In the current environment, assumptions about future commodity prices, exchange rates, and interest rates are subject to greater variability than normal, which could in future significantly affect the valuation of the Company's assets, both financial and non-financial. Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, including currently, novel COVID-19 pandemic as discussed above. A significant new outbreak or continued outbreaks of COVID-19, its variants and other infectious diseases, could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn which could adversely affect the Company's business and the market price of the Common Shares. Many industries, including the mining industry, have been impacted by these market conditions. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company's business and the market price of the Company's securities. In addition, there may not be an adequate response to emerging infectious diseases, or significant restrictions may be imposed by a government, either of which may impact mining operations. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including quarantines, declaration of national emergencies, permanent changes in taxation or policies, decreased demand or the inability to sell and deliver concentrates and resulting commodities, declines in the price of commodities, delays in permitting or approvals, suspensions or mandated shut downs of operations, governmental disruptions or other unknown but potentially significant impacts. At this time the Company cannot accurately predict what effects these conditions will have on its operations or financial results, including due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length restrictions or responses that have been or may be imposed by the governments. Given the global nature of the Company's operations, the Company may not be able to accurately predict which operations will be impacted or if those impacted will resume operations. Any new outbreaks or the continuation of the existing outbreaks or threats of any additional outbreaks of a contagion or epidemic disease could have a material adverse effect on the Company, its business and operational results. Financing and Share Price Fluctuation Risks 26 EMX has limited financial resources and has no assurance that additional funding will be available for further exploration and development of its projects. Further exploration and development of one or more of the Company's projects may be dependent upon the Company's ability to obtain financing through equity or debt financing or other means. Failure to obtain this financing could result in delay or indefinite postponement of further exploration and development of EMX's projects which could result in the loss of one or more of its properties. The securities markets can experience a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be development stage companies such as EMX, may experience wide fluctuations in share prices which will not necessarily be related to their operating performance, underlying asset values or prospects. There can be no assurance that share price fluctuations will not occur in the future, and if they do occur, there may be a severe impact on the Company's ability to raise additional funds through equity issues. Uncertainty of Mineral Resource and Mineral Reserve Estimates Any estimates for the properties in which the Company has a royalty or other interest, including historical estimates, may not be correct. The figures for mineral resources and mineral reserves, or historical estimates, are estimates only and no assurance can be given that the estimated mineral resources and mineral reserves, or historical estimates, will be recovered or that they will be recovered at the rates estimated. Mineral reserve and mineral resource estimates are based on limited sampling and geological interpretation, and, consequently, are uncertain because the samples may not be representative. Mineral reserve and mineral resource estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain mineral reserves and mineral resources uneconomic and may ultimately result in a restatement of estimated mineral reserves and/or mineral resources. Competition EMX competes with many companies that have substantially greater financial and technical resources for project acquisition and development, as well as for the recruitment and retention of qualified employees. Return on Investment Risk Investors cannot expect to receive a dividend on an investment in the Common Shares in the foreseeable future, if at all. No Assurance of Titles or Borders The acquisition of the right to explore for and exploit mineral properties is a very detailed and time-consuming process. There can be no guarantee that the Company has acquired title to any such surface or mineral rights or that such rights will be obtained in the future. To the extent they are obtained, titles to the Company's surface or mineral properties may be challenged or impugned and title insurance is generally not available. The Company's surface or mineral properties may be subject to prior unregistered agreements, transfers or claims and title may be affected by, among other things, undetected defects. Such third-party claims and defects could have a material adverse impact on the Company's operations. Currency Risks 27 The Company's equity financings are sourced in Canadian dollars but much of its expenditures are in local currencies or U.S. dollars. At this time, there are no currency hedges in place. Therefore, a weakening of the Canadian dollar against the U.S. dollar or local currencies could have an adverse impact on the amount of funds available and work conducted. Insured and Uninsured Risks In the course of exploration, development and operation of mineral properties, the Company is subject to a number of risks and hazards in general, including adverse environmental conditions, operational accidents, labour disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to the Company's property or facilities and equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses and possible legal liability. Although the Company may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company's results and result in the decline in value of the securities of the Company. Some work is carried out through independent consultants and the Company requires all consultants to carry their own insurance to cover any potential liabilities as a result of their work for the Company. Environmental Risks and Hazards The activities of the Company are subject to environmental regulations issued and enforced by government agencies. Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown to the Company at present. Changes in Climate Conditions and Legislation A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state or provincial, and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of the Company's operations. In addition, the physical risks of climate change may also have an adverse effect on the Company's operations. Extreme weather events have the potential to disrupt operations at the Company's properties and may require the Company to make additional expenditures to mitigate the impact of such events. 28 The physical risks of climate change may also have an adverse effect on some of the Mining Operations. These risks include the following: ● workforce and products from operations to world markets; sea level rise: changes in sea level could affect ocean transportation and shipping facilities which are used to transport supplies, equipment and ● drought) have the potential to disrupt mining operations. Extended disruptions to supply lines could result in interruption to production; extreme weather events: extreme weather events (such as increased frequency or intensity of hurricanes, increased snowpack, prolonged resource shortages: mining operations depend on regular supplies of consumables (diesel, tires, sodium cyanide, et cetera) and reagents to ● operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential commodities, production efficiency at mining operations is likely to be reduced. There is no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risk of climate change will not have a material and adverse effect on the mining operations in which the Company has an interest and their profitability. Key Personnel Risk EMX's success is dependent upon the performance of key personnel working in management and administrative capacities or as consultants. The loss of the services of senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations. Conflicts of Interest In accordance with the corporate laws of British Columbia, the directors and officers of a corporation are required to act honestly, in good faith and in the best interests of the Company. EMX's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource industry companies and, to the extent that such other companies may participate in ventures in which the Company may participate, such directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of the Company's directors, a director with such a conflict will abstain from voting for or against the approval of such participation or such terms. Passive Foreign Investment Company United States ("U.S.") investors in Common Shares should be aware that based on current business plans and financial expectations, EMX currently expects that it will be classified as a passive foreign investment company ("PFIC") under United States tax laws for the financial year ending December 31, 2022 and expects to be a PFIC in future tax years. If EMX is a PFIC for any tax year during a U.S. shareholder's ownership of Common Shares, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called "excess distribution" received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the U.S. shareholder makes a timely and effective "qualified electing fund" election ("QEF Election") or a "mark-to-market" election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of EMX's net capital gain and ordinary earnings for any year in which EMX is a PFIC, whether or not EMX distributes any amounts to its shareholders. 29 For each tax year that EMX qualifies as a PFIC, EMX intends to: (a) make available to U.S. shareholders, upon their written request, a "PFIC Annual Information Statement" as described in United States Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation) and (b) upon written request, use commercially reasonable efforts to provide all additional information that such U.S. shareholder is required to obtain in connection with maintaining such QEF Election with regard to EMX. EMX may elect to provide such information on its website www.EMXRoyalty.com. Each U.S. investor should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership and disposition of Common Shares. Corporate Governance and Public Disclosure Regulations The Company is subject to changing rules and regulations promulgated by a number of United States and Canadian governmental and self-regulated organizations, including the U.S. Securities and Exchange Commission, the British Columbia and Alberta Securities Commissions, the NYSE American and the TSX-Venture exchanges. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created, making compliance more difficult and uncertain. The Company's efforts to comply with the new rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Internal Controls over Financial Reporting Applicable securities laws require an annual assessment by management of the effectiveness of the Company's internal control over financial reporting. The Company may in the future fail to achieve and maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting. Future acquisitions may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired corporations may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected. In addition, should the Company expand in the future, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require that the Company continue to improve its internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We have reported a control deficiency in this AIF, and may potentially in the future discover, areas of internal control over financial reporting that may require improvement. The control deficiency that resulted in our reported material weakness was related to insufficient resources to properly execute the designed controls or perform an effective review over certain manual controls related to the financial statement close process. Whenever such a control deficiency is determined to exist, we could incur significant costs in remediation efforts implementing measures designed to ensure that the control deficiencies contributing to a material weakness are remediated. If we are unable to assert that our internal control over financial reporting is effective now or in any future period, whether as a result of a newly- determined deficiency or because remediation efforts are ongoing, or if our independent auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price. Information Systems and Cyber Security The Company's information systems, and those of its counterparties under royalty agreements and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. Unauthorized parties may attempt to gain access to these systems or the Company's information through fraud or other means of deceiving the Company's counterparties. The Company's operations depend, in part, on how well the Company and its suppliers, as well as counterparties under the royalty agreements, protect networks, equipment, information technology ("IT") systems and software against damage from a number of threats. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. 30 The Company has entered into agreements with third parties for hardware, software, telecommunications and other services in connection with its own operations. The Company also depends on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risk of failures. Although to date the Company has not experienced any known material losses relating to cyber-attacks or other data/information security breaches in the history of the Company, there can be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain an area of attention. Any future significant compromise or breach of the Company's data/information security, whether external or internal, or misuse of data or information, could result in additional significant costs, lost sales, fines and lawsuits, and damage to the Company's reputation. In addition, as the regulatory environment related to data/information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to the Company's business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Activist Shareholders Publicly traded companies are often subject to demands or publicity campaigns from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or for certain corporate actions or reorganizations. There can be no assurance that the Company will not be subject to any such campaign, including proxy contests, media campaigns or other activities. Responding to challenges from activist shareholders can be costly and time consuming and may have an adverse effect on the Company's reputation. In addition, responding to such campaigns would likely divert the attention and resources of the Company's management and Board, which could have an adverse effect on the Company's business and results of operations. Even if the Company were to undertake changes or actions in response to activism, activist shareholders may continue to promote or attempt to effect further changes and may attempt to acquire control of the Company. If shareholder activists are ultimately elected to the Board, this could adversely affect the Company's business and future operations. This type of activism can also create uncertainty about the Company's future strategic direction, resulting in loss of future business opportunities, which could adversely affect the Company's business, future operations, profitability and the Company's ability to attract and retain qualified personnel. Reputation Damage Reputational damage can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. While the Company does not ultimately have direct control over how it and its Directors, officers and employees are perceived by others, reputational loss could have a material adverse impact on the Company's financial performance, financial condition, cash flows and growth prospects. GENERAL DEVELOPMENT OF THE BUSINESS 31 Three Year History Financial Year Ended December 31, 2020 In January 2020 EMX completed the transfer of its Balya polymetallic royalty property in Turkey from Dedeman Madencilik San. ve Tic. A. Ş. to Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. a private Turkish company that operates 40 mines and eight processing plants, and is one of Turkey's leading producers of raw materials and base metals. Esan operates a lead-zinc mine and flotation mill on the property immediately adjacent to EMX's Balya royalty property. EMX retains a 4% NSR royalty on the property that is uncapped and cannot be repurchased. Dedeman commenced pilot- scale production in 2015; and reached an agreement to sell the property and mining facilities to Esan in late 2019. As part of the transaction, EMX executed a revised royalty agreement with Esan that provides for the blending of materials mined from the Esan property and EMX's royalty property and provides detailed guidelines regarding royalty payment calculations. On February 10, 2020, EMX entered into an agreement with Akkerman Exploration B.V., a private Netherlands company, to acquire a 2% NSR royalty on various exploration licenses totalling just over 1,000 hectares (the "Kaukua Royalty") in Finland. The Kaukua Royalty was acquired from Akkerman by EMX for C$125,000 and the issuance of 52,000 Common Shares. EMX's NSR royalty applies to all future mineral production from the Kaukua Royalty licenses. Palladium One can purchase 1% of the NSR royalty prior to the delivery of a "bankable feasibility study" for €1 million. The remaining 1% of the NSR royalty is uncapped and cannot be repurchased. On February 13, 2020 the Company executed an option agreement for the Espedalen, Hosanger, and Sigdal nickel-copper-cobalt projects in Norway with Pursuit Minerals Limited, a publicly traded company listed on the Australian Securities Exchange, focused on battery metal assets in Fennoscandia. The Agreement provides EMX with an equity interest in Pursuit, a 3% NSR royalty on each project, and other considerations including AAR and milestone payments. Pursuit may also issue up to 9.9% of its issued and outstanding share capital to EMX as certain conditions are satisfied. On February 14, 2020 EMX closed a US$ 3.79 million strategic investment in Ensero Holdings, Inc., a privately held Delaware corporation. EMX's investment in Ensero provides for positive cash flow to EMX from dividend and other payments totalling US$ 8.54 million over seven years and a 7.5% equity position, as well as the basis for a strategic alliance to identify mineral properties for acquisition, reclamation, and subsequent sale. On February 27, 2020 the Company executed an agreement for the sale of the Tomtebo and Trollberget polymetallic projects in Sweden to District Metals Corp. The agreement provided EMX with an initial 9.9% equity interest in District, AAR payments, 2.5% NSR royalty interests in the projects, and other consideration. 32 On March 19, 2020 EMX entered into an agreement to purchase net smelter returns royalty interests covering 18 properties in Chile from Revelo Resources Corp. for US$ 1,162,000. The agreement included a provision for Revelo to repay a loan due to EMX totalling approximately US$ 369,907. On March 30, 2020, the Company executed an option agreement for the Antelope gold project in Nevada with Hochschild Mining PLC. The Agreement provides EMX with work commitments and cash payments during Hochschild's earn-in period, and upon earn-in, a 4% NSR royalty, AAR payments, and milestone payments. Pursuant to the agreement, Hochschild can earn 100% interest in the project by: (a) making option payments totalling US$ 600,000; (b) completing US$ 1,500,000 in exploration expenditures before the fifth anniversary of the Agreement; and (c) reimbursing EMX the previous year's holding costs. On April 6, 2020 the Company executed three separate option agreements for the Erickson Ridge, South Orogrande, and Robber Gulch gold projects in Idaho with Gold Lion Resources (NV) Inc., a subsidiary of Gold Lion Resources Inc. (CSE: GL). The agreements provide for share and cash payments to EMX, as well as work commitments during Gold Lion's earn-in period for each given project, and upon earn-in, a 3.5% net smelter return royalty, AAR payments, and milestone payments. Pursuant to each agreement, Gold Lion can exercise its option to earn 100% interest in a given project by: (a) making option payments totalling US$ 600,000 to EMX, (b) delivering a total of 950,000 shares of Gold Lion to EMX, and (c) completing US$ 1,500,000 in exploration expenditures before the fifth anniversary of the agreement. On May 18, 2020 EMX executed an amendment to its Option Agreement with Sienna Resources Inc., originally signed in December 2017 for the Slättberg nickel-copper-cobalt-PGE (Ni-Cu-Co-PGE) project in southern Sweden. Under the amended agreement Sienna can earn a 100% interest in the Kuusamo Project in Finland, subject to a 3% NSR royalty to EMX by: (a) Issuing an additional 500,000 shares of Sienna to EMX upon execution of the amendment agreement; (b) Spending a minimum of C$ 250,000 on exploration and project advancement over the next two years; (c) Reimbursing EMX for its acquisition costs and expenses related to the Kuusamo project; and (d) Issuing 1,500,000 additional shares of Sienna to EMX at the end of the two year option period. If Sienna satisfies the conditions of the option agreement and elects to acquire the project, EMX will receive AAR payments of US$ 25,000 commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$ 5,000 per year until reaching a cap of US$ 75,000 per year. On June 4, 2020 the Company executed a purchase agreement to acquire a portfolio of royalty and property interests from Canadian prospector and entrepreneur Perry English for C$ 3 million. The portfolio consists of over 60 properties, including 52 projects optioned to third parties, of which 39 include provisions for NSR royalty interests. The portfolio may generate cash flow to EMX from option payments of more than C$ 2.5 million over the next three and a half years, as well as share-based payments valued at approximately C$ 800,000 using market prices current at the time of the transaction. Based on the valuation at the time of the transaction, EMX's investment will pay for itself, with the Company retaining upside from NSR royalty interests that range from 0.75% to 2.5% on the 39 optioned projects. On August 11, 2020 EMX executed of an option agreement for the Løkken and Kjøli polymetallic projects in Norway and the Southern Gold Line properties in Sweden with New Dimension Resources ("NDR") (name changed to Capella Minerals Limited November 10, 2020, TSX-V: CMIL). The agreement provides EMX with up to a 9.9% equity interest in NDR (CMIL), AAR payments, 2.5% NSR royalty interests in the projects, and other consideration. On September 4, 2020 the Company executed an exploration and option agreement for the Queensland Gold project in northeastern Australia with Many Peaks Gold Pty Ltd ("MPL"), a private Australian company. The agreement provides EMX with cash, work commitments, AAR payments, and a 2.5% NSR royalty interest in the project, as well as other consideration. 33 On October 21, 2020 EMX executed another amendment to its option agreement with Sienna Resources Inc., originally entered into in December, 2017. The amendment adds EMX's Bleka and Vekselmyr projects in southern Norway to the option agreement, whereby Sienna will enter a two-year option period to acquire 100% interest in the Norway projects by satisfying work commitments and making payments of cash and equity to EMX, with EMX retaining 3% net smelter returns royalty interests upon Sienna's earn-in. Sienna can earn a 100% interest in the Bleka and Vekselmyr projects by: (a) Issuing an additional 500,000 shares of Sienna to EMX upon execution of the amended Agreement; (b) Spending a minimum of C$ 250,000 per year on exploration on the projects over the next two years; (c) Reimbursing EMX for its acquisition costs and expenses related to the Bleka and Vekselmyr projects; and (d) Issuing 1,500,000 additional shares of Sienna to EMX at the end of the two-year option period. If Sienna satisfies the earn-in conditions of the agreement and elects to acquire the projects, EMX will receive AAR payments of US$ 25,000 for each property commencing on the first anniversary of the option exercise date, with each AAR payment increasing by US$ 5,000 per year until reaching a cap of US$ 75,000 per year. On November 24, 2020 EMX executed a purchase agreement for a portfolio of royalty and property interests from Frontline Gold Corporation (TSX-V: FGC) for C$ 800,000, which will be paid 50% in cash and 50% in shares of EMX. The portfolio consists of 41 legacy claims (totalling approximately 6,100 hectares), distributed over four properties (Gullrock Lake, Duchess, Red Lake, and Tilly) in the Red Lake mining district, Ontario, which are currently operated by Pacton Gold Inc. On December 11, 2020 the Company acquired ownership of 1.2 million common shares (representing 17.01% of the outstanding shares) of Daura Capital Corp. ("Daura) The shares were acquired for investment purposes pursuant to a private placement under the prospectus exemption set out in section 2.3 [Accredited investor] of National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators at a price of C$0.15 per share for the total consideration of C$180,000. Financial Year Ended December 31, 2021 On January 22, 2021, EMX optioned the Flåt, Bamble and Brattåssen nickel-copper-PGE-cobalt projects in Norway, and the Mjövattnet and Njuggträskliden nickel-copper-PGE-cobalt projects in Sweden, to Martin Laboratories EMG Limited, a private UK based company. The Agreement provides EMX with an equity interest in Martin, a 2.5% NSR royalty on each project, and other considerations including AAR and milestone payments. Martin may also issue up to 9.9% of its issued and outstanding share capital to EMX as certain conditions are satisfied. In a February 11, 2021, news release the Company announced the commencement of development construction carried out by its operating partner Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. on the Balya lead-zinc-silver royalty property in western Turkey. EMX originally acquired the mineral rights to the Balya project via its exploration programs in Turkey, and then subsequently sold the project to a partner company for further advancement and development, with EMX retaining a 4% NSR royalty. On March 1, 2021, EMX filed on SEDAR a technical report, "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" dated February 26, 2021, prepared by Mineral Resource Management LLC. On March 16, 2021, EMX through its subsidiary Bronco Creek Exploration Inc. ("Bronco Creek"), optioned the Red Top, Ripsey West, and Miller Mountain projects in North America to Zaya Resources, Ltd., a wholly owned subsidiary of Zacapa Resources Ltd. ("Zacapa"), a privately held British Columbia corporation. The exploration and option agreement provides EMX with a 9.9% equity interest in Zacapa, a 2.5% production royalty for Red Top and Ripsey West, a 3.5% production royalty for Miller Mountain, and for each project advance royalty and milestone payments. 34 On March 19, 2021, the Company executed an asset purchase agreement with GLR. Pursuant to the Agreement, GLR acquired 100% interests in the Oijärvi Gold Project in central Finland and Solvik Gold Project in southern Sweden from Agnico for staged payments over three years totalling US$ 7 million in cash, US$ 1.5 million in GLR shares, and US$ 1.5 million in shares of EMX. Agnico retained a 2% NSR royalty on the projects, 1% of which may be purchased at any time by EMX for US$ 1 million. EMX will receive additional share and cash payments from GLR for the US$ 1.5 million of Common Shares issued to Agnico over the course of the Agreement. On March 25, 2021, the Company entered into an agreement with GLR to transfer EMX's newly acquired exploration reservation in Finland's Oijärvi greenstone belt to Gold Line. EMX retained a 3%, 1% of which can be repurchased, and will be reimbursed its acquisition expenses in addition to other consideration. The Oijärvi Extension will be added as an additional property under the terms of EMX's 2019 agreement with GLR. On April 14, 2021, EMX executed an option agreement for the Copper Warrior project in Utah with Warrior Metals Inc. a Utah corporation and wholly- owned subsidiary of American West Metals Limited (ASX: AW1). The Agreement provides EMX with cash and share payments, as well as work commitments during Warrior Metals' earn-in period. Upon earn-in, EMX will retain a 2% NSR royalty and receive increasing AAR payments. On April 23, 2021, EMX filed a preliminary short form base shelf prospectus with the securities commissions in each of the provinces and territories of Canada and a corresponding shelf registration statement on Form F-10 with the U.S Securities and Exchange Commission to enable the Company to make offerings of up to C$200 million of common shares, debt securities, warrants, subscription receipts, units, or any combination thereof, during the 25-month period that the Base Shelf Prospectus and Registration Statement remain valid. On July 20, 2021, EMX executed an agreement for the sale of its Svärdsjö polymetallic project in Sweden to District Metals Corp ("District"). The agreement provides the Company with additional share equity in District (bringing EMX's ownership of District to 9.9%), AAR payments, a 2.5% NSR royalty interest in the project, and other consideration. On July 30, 2021, EMX filed on SEDAR an amended and restated Timok Project Technical Report entitled: "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" dated July 21, 2021 and with an effective date of December 31, 2020 prepared by Mineral Resource Management LLC. On August 16, 2021, the Company entered into an agreement to acquire an effective 0.418% NSR royalty on the Caserones Copper-Molybdenum Mine located in Chile. Caserones is a significant porphyry copper-molybdenum mining operation in a top tier mining jurisdiction. The Caserones acquisition brings immediate cashflow to EMX's portfolio. To purchase the Caserones Royalty, EMX formed a 50%-50% partnership with Altus Strategies Plc (AIM: ALS, TSX-V: ALTS and OTCQX: ALTUF) to acquire an effective 0.836% NSR royalty for US$68.2 million. EMX and Altus each control an effective 0.418% NSR royalty interest and are each responsible for US$34.1 million of the total purchase price. On August 16, 2021, the Company entered into a Credit Agreement (the "Credit Agreement") with Sprott Private Resource Lending II, LP. The Credit Agreement will increase the Company's current proposed US$10 million credit facility with Sprott, in connection with the Company's US$44 million to include financing for the Caserones Royalty acquisition. 35 On August 27, 2021, EMX executed an option agreement to sell five battery metals projects in Sweden to Swedish Nickel Pty. Ltd., a wholly owned subsidiary of Bayrock Resources Limited. Bayrock is an Australian unlisted public company with a pre-existing nickel mining asset in Sweden. In return for the projects, the Agreement provides EMX with up to a 6% equity interest in Bayrock, AAR payments, 3% NSR royalty interests, work commitments and other consideration. On October 21, 2021, the Company closed the acquisition of a portfolio of royalty interests and deferred payments from SSR Mining Inc. The SSR royalty portfolio consists of 15 (previously disclosed as 16, but the Company now considers Gediktepe to be one royalty covering both the oxide phase as well as the sulfide phase) geographically diverse base and precious metals royalties. In addition to the producing royalty at the Gediktepe mine in Turkey, there are four advanced-stage royalty projects in Turkey, Peru, Chile and Argentina, and 10 early-stage royalties in Mexico, Canada, Chile, Argentina and the United States. The Company may also receive US$18 million in future cash payments (US$2.5 million received in Q4 of 2021) associated with two properties in South America. EMX has paid US$33 million in cash and issued 12,323,048 Common Shares valued at US$32.5 million to SSR to acquire the royalty portfolio. SSR now owns an approximate 12% undiluted equity interest in EMX. EMX will also make deferred and contingent payments to SSR of up to US$34 million if certain project advancement milestones are achieved associated with the Yenipazar project in Turkey. On November 5, 2021, the Company closed the first tranche of its C$21.45 million private placement of 6.5 million units by the issuance of 6,337,347 units at C$3.30 each for gross proceeds of C$20,913,245. The units consisted of one common share of the Company and one-half of one transferable warrant. Each whole warrant entitles the purchase until November 5, 2023, of one common share at C$4.00 until November 5, 2022, and C$ 4.50 thereafter. EMX paid 6.0% cash commissions and issued that number of non-transferable compensation warrants equal to 6.0% of the number of units sold to investors introduced by certain finders. All of EMX's directors, as well as certain officers, purchased units in the first tranche. Each of their subscriptions constituted a 'related party transaction' under Canadian Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. On November 15, 2021, the Company optioned four precious metals projects located in Idaho and Nevada to Hochschild Mining PLC ("Hochschild"). The agreements provide EMX with work commitments and cash payments during Hochschild's earn-in period, and upon earn-in for a given project, a 4% NSR royalty, AAR payments, and milestone payments. On November 16, 2021, the Company closed the second (final) tranche of its private placement of 6.5 million units at C$3.30 each for gross proceeds of C$21,450,000. Under the second tranche, the Company issued 162,653 units, with each unit consisting of one common share of the Company and one- half of one transferable warrant. Each whole warrant entitles the purchase until November 5, 2023, of one common share at C$4.00 until November 5, 2022 and C$4.50 thereafter. EMX paid a commission of C$3,960 and issued 1,200 compensation warrants to Raymond James Ltd. Each compensation warrant entitles the purchase until November 17, 2022, of one common share of the Company for C$3.50. Certain directors and officers of the Company purchased units in the second tranche. Each of their subscriptions constituted a 'related party transaction' under Canadian Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. 36 On November 23, 2021, the Company received a scheduled payment of US$2.25 million for the Berenguela silver-copper project in Peru from Aftermath Silver Ltd. EMX's interest in Berenguela resulted from its acquisition of a portfolio of royalty interests and payments from SSR Mining Inc. On December 17, 2021 the Company announced that it will deliver a Notice of Arbitration to Zijin Mining Group Ltd. and its wholly owned subsidiary, Nevsun Resources Ltd. pursuant to the Net Smelter Returns Royalty Agreement dated March 16, 2010 by and between Reservoir Capital Corp. (of which Nevsun is a successor in interest), and Euromax Resources Ltd (of which EMX is the acquirer of Euromax Resources Ltd's royalty interest) in order to preserve EMX's rights with respect to its royalty interests. Subsequently, on January 27, 2022, the Company announced that the Notice of Arbitration to Zijin had been suspended, and that discussions had commenced with the goal of reaching a mutually acceptable resolution. Financial Year Ended December 31, 2022 In a January 4, 2022 news release, the Company announced results from a completed geochemical survey conducted at EMX's 100% owned Mt Steadman and Yarrol gold projects in central Queensland, Australia. A total of 895 samples were collected, with results including 2.17 ppm gold in a new target area at Mt Steadman. Results from the Yarrol project also delineated several robust gold-in-soil anomalies, as well as a new target area with high levels of cobalt and nickel in rock chip samples. In a January 25, 2022 news release, EMX announced that it had entered into an amendment to extend the term of the US$44,000,000 credit facility (the "Sprott Credit Facility") entered with Sprott Private Resource Lending II (Collector), LP ("Sprott") to December 31, 2024 in consideration for the payment of an amount equal to 1.5% of the outstanding principal amount of the Sprott Credit Facility. EMX amended the voluntary prepayment rights under the Sprott Credit Facility to permit the prepayment of up to US$10,000,000 of the principal amount of the Sprott Credit Facility at any time on or after June 30, 2023, and was permitted to the prepayment of the remaining principal amount of the Sprott Credit Facility at any time on or after June 30, 2024. EMX had entered into an amendment to the postponement agreement between EMX, Sprott and SSR Mining Inc. ("SSR") to permit the prepayment of the VTB Note (US$7,850,000 principal amount owed to SSR) prior to the repayment of the Sprott Credit Facility, provided that no event of default had occurred or was continuing under the Sprott Credit Facility. On January 26, 2022, EMX through its subsidiary Bronco Creek executed an exploration and option agreement for the sale of the Robber Gulch gold project in Idaho to Ridgeline Exploration Corporation, a wholly-owned subsidiary of Ridgeline Minerals Corp. ("Ridgeline"). The Agreement provides EMX with cash payments, share payments, and work commitments during Ridgeline's earn-in period, and upon earn-in a retained 3.25% NSR royalty interest, annual advance royalty payments, and certain milestone payments. Robber Gulch, located 30 kilometers south of Burley, Idaho, consisting of 117 unpatented lode mining claims covering approximately 9.3 square kilometers, is a Carlin-style gold property acquired by EMX in 2019 and then optioned to a third party in 2020 and reverted back to 100% EMX control in Q3, 2021. On January 27, 2022, the Company suspended the filing of its Notice of Arbitration to Zijin Mining Group Ltd and its wholly owned subsidiary, Nevsun Resources Ltd. pursuant to the Net Smelter Returns Royalty Agreement dated March 16, 2010, by and between Reservoir Capital Corp. (of which Nevsun is a successor in interest), and Euromax Resources Ltd (EMX is the acquirer of Euromax Resources Ltd's royalty interest). On February 10, 2022, EMX through its subsidiary Bronco Creek executed an Assignment and Assumption agreement as well as a Royalty Agreement for transfer of EMX's Arizona State Exploration Permit, that consists of one State of Arizona Exploration Permit totaling 158 acres and covers a portion of the Parks Salyer copper target, to Cactus 110 LLC, a wholly-owned subsidiary of Arizona Sonoran Copper Company, Inc. The Agreements provided EMX with a one-time cash payment for the assignment of its rights under a State of Arizona Exploration Permit as well as a 1.5% NSR royalty interest, work commitments, annual advance royalty payments, and certain milestone payments. 37 On February 14, 2022, EMX executed an agreement to sell its Mo-i-Rana volcanogenic massive sulfide project in Norway to Mahvie Minerals AB ("Mahvie"), a private Swedish Company. The agreement provided EMX with a 9.9% equity interest in Mahvie, annual advance royalty payments, 2.5% NSR royalty interests, work commitments, and other considerations. The project was acquired by EMX in 2021, and over 200 mines and prospects are located within the Mo-i-Rana project area. On February 18, 2022, EMX announced that its wholly owned subsidiary, Bullion Monarch Mining, Inc., ("Bullion") had reached a settlement with Barrick Gold Corporation ("Barrick") and Barrick affiliates and subsidiaries ("Barrick Entities") with respect to Bullion's claim of non-payment of royalties by the Barrick Entities to Bullion on production from properties in the Carlin trend, Nevada. Bullion initiated litigation in 2008 before it was acquired by EMX in 2012. Pursuant to the settlement, Barrick paid Bullion US$25 million, of which US$6.175 million was owed as payment of the contingency fee to Bullion's Reno, Nevada lawyers. On April 14, 2022, EMX announced that it acquired an additional 0.3155% Net Smelter Return ("NSR") royalty on the Caserones Copper-Molybdenum Mine located in northern Chile for US$25.74 million. Combined with EMX's 0.418% NSR interest acquired in August 2021, EMX owns an effective 0.7335% NSR royalty. To finance the purchase of the additional NSR royalty, EMX agreed to complete a private placement with Franco-Nevada Corporation for proceeds to the Company of C$12.58 million. As a result, Franco-Nevada Corporation owns approximately 3.5% of the issued and outstanding Common Shares of EMX on an undiluted basis. Operated by SCM Minera Lumina Copper Chile SpA ("MLCC"), which is owned by JX Nippon Mining & Metals Corporation ("JX Nippon"), the Caserones open pit mine is developed upon a significant porphyry copper-molybdenum deposit in the Atacama Region of the northern Chilean Andean Cordillera. On April 20, 2022, EMX announced its strategic investment in purchasing an additional one million shares as part of a US$17.5 million financing completed by Premium Nickel Resources Corporation ("PNR"), a private Canadian company advancing nickel-copper-cobalt and platinum group element projects in Botswana, at US$2.00 per share. Prior to this purchase, EMX had owned 5,412,702 shares or 6.3% of the issued and outstanding shares of PNR. Following completion of the purchase, EMX owns 5,704,987, representing roughly 5%. April 29, 2022, options to acquire an aggregate 1,859,500 Common Shares, exercisable at a price of C$2.56 per share for a period of five years, were granted by the Company to officers, directors, employees and consultants of the Company. In addition, EMX also granted an aggregate of 520,000 restricted shares units to acquire Common Shares with a 3-year cliff vesting provision to officers, directors, and key employees, subject to any applicable stock exchange approvals and satisfaction of vesting requirements. On May 24, 2022, EMX through its subsidiary Bronco Creek executed an exploration and option agreement for the sale of Richmond Mountain LLC, the owner of the Richmond Mountain gold project to Stallion Gold Corp. (the "Stallion"). The Agreement provided EMX with cash payments and work commitments during Stallion's earn-in period, and upon earn-in a retained 4% NSR royalty interest, annual advance royalty payments, and certain milestone payments. Richmond Mountain is a Carlin-style gold project located in the Eureka district of central Nevada. 38 On June 15, 2022, EMX acquired ownership of 7,924,106 common shares (representing 7.25% of the outstanding shares) of Norra Metals Corp. The new acquisition rendered EMX ownership of and control over 13,695,106 common shares of Norra (representing 12.53% of Norra's outstanding common shares). The acquisition was made pursuant to a property sale agreement with Norra executed in December 2018. In a June 21, 2022 news release, EMX announced drill results from its Hardshell royalty property at a new exploration target named the Peake prospect, which is part of South32 Limited's Hermosa project in southeast Arizona. EMX retained a 2% NSR royalty on Hardshell, that, optioned in 2015 and organically generated by EMX wholly owned subsidiary Bronco Creek, is uncapped nor subject to buy down. On July 5, 2022, Geoff Smith was appointed to the Board of Directors of the Company, EMX also announced that its Board of Directors approved the grant of 100,000 incentive stock options at a price of C$2.45 per share, expiring on July 5, 2027 to Mr. Smith pursuant to the Company's Stock Option Plan. On July 6, 2022, EMX announced that it had repaid in full the US$7.85 million vendor take back note issued to SSR on October 21, 2021. The total repayment made by EMX, including all principal and interest, was US$8.36 million. On July 13, 2022, EMX announced the achievement of commercial production for oxide gold mineralization at its flagship Gediktepe royalty property in western Turkey. EMX holds a 10% NSR royalty on oxide gold production at Gediktepe, and operator Polimetal Madencilik Sanayi ve Ticaret A.S., a private Turkish company, informed EMX that it had produced over 10,000 ounces of gold equivalent ounces ("gold equivalent" as referenced from the definition of "Oxide Commercial Production" in the 2019 Gediktepe share purchase agreement between Alacer Gold Madencilik A.S. and Lidya Madencilik). Moreover, EMX also owns a 2% NSR royalty on production from an underlying polymetallic copper, zinc, lead and gold deposit. The Gediktepe royalty was acquired by EMX as part of its purchase of a portfolio of royalties from SSR in 2021. In addition to the royalty production payments, EMX was slated to receive cash payments of US$4,000,000 upon the first anniversary of commercial production for oxide gold mineralization, US$3,000,000 on the date that commercial production commences from the underlying sulfide deposit, and US$3,000,000 upon the first anniversary of the commencement of commercial production from the sulfide deposit. On July 20, 2022, the Company executed an exploration and option agreement for two projects, the Sagvoll and Sulitjelma polymetallic projects in Norway, with Minco Silver Corporation ("Minco"). The agreement provided EMX with cash payments and work commitments during a one-year option period, and upon exercise of an option on either project, EMX would receive equity stakes in Minco, additional work commitments, advance royalty payments, milestone payments and a 2.5% NSR royalty. On August 26, 2022, EMX through its subsidiary Bronco Creek executed an option to purchase agreement for the Mesa Well property (the "Project") to Intrepid Metals Corp. ("Intrepid"). The agreement provided EMX with cash and share payments during Intrepid's earn-in period, and upon earn-in, a retained 2% NSR royalty interest, annual advance royalty payments, and certain milestone payments. The Project is covered by State of Arizona exploration leases that were acquired as a result of EMX's southwestern U.S. porphyry copper royalty generation program. On September 2nd, 2022, EMX announced it had executed a purchase and sale agreement for a portfolio of royalties with Pediment Gold LLC, a wholly- owned subsidiary of Nevada Exploration Inc. ("NGE") for US$500,000. The portfolio consists of a 2% NSR royalty on NGE's Nevada gold exploration portfolio covering ~62.5 square miles in Nevada and includes four district-scale land positions as well as certain other interests. 39 In a September 9, 2022 news release, EMX announced the receipt of initial royalty production payments from its Gediktepe royalty property in western Turkey. The payments were received from the months of June and July totaling US$1,842,452 inclusive of US$281,052 in Value Added Tax for which EMX has credits to recover. The payments were based upon the sales of 4,490 ounces of gold and 23,309 ounces of silver in June and 4,030 ounces of gold and 44,164 ounces of silver in July. In a September 15, 2022 news release, EMX announced the receipt of initial royalty production payments from its Balya North royalty property in western Turkey. EMX holds an uncapped 4% NSR royalty on metals production from Balya North, a newly commissioned lead-zinc-silver mine operated by Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş., a private Turkish company. On October 4, 2022, EMX announced it received a US$3 million milestone payment from Arizona Sonoran Copper Company, Inc. for the Parks-Salyer royalty property in Arizona as a result of an agreement signed in February 2022. Introduction MINERAL PROPERTIES EMX has been generating exploration projects for over 19 years and is now focused on entering into agreements to convert those assets into royalty interests, as well as directly acquiring new royalty properties. EMX has built a portfolio of precious metals, base metals, battery metals, and palladium- platinum royalty and mineral property interests that includes over 265 projects and spans six continents. These assets provide revenue streams to the Company from royalty payments, pre-production payments, and equity issuances while maintaining exposure to development and exploration upside optionality as projects are advanced by the operators and partners. EMX supplements mineral property revenue streams and value creation by making strategic investments in undervalued companies or projects, with exit strategies that can include royalty positions, equity sales, or a combination of both. The Company's royalty, royalty generation, and strategic investment portfolio mainly consists of properties in North America, Europe, Turkey, Australia, and Latin America. The following disclosure has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all mineral resource and mineral reserve estimates have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System ("CIM") - CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. 40 Mineral Properties Overview EMX's royalty interests in the Gediktepe Mine in Turkey, the Timok Mine in Serbia and the Caserones Mine in Chile are material to the Company for the purposes of NI 43-101 (see section "Technical Information" below). Other property descriptions are included in this AIF, but the Company does not consider that individually these properties are material at this time for the purposes of NI 43-101. All of the Company's properties that have been optioned or sold include provisions for EMX's royalty interests. Many of these properties provide milestone and AMR or AAR payments that generate early revenue streams to EMX's benefit prior to production. General comments regarding the following discussion of Mineral Properties are: The Company's, as well as its partners', exploration programs have been conducted in accordance with industry standard best practice guidelines. Exploration samples are securely submitted to independent, internationally certified (e.g., ISO) laboratories for preparation, assaying, and geochemical analysis. Routine QA/QC analysis is performed by EMX, including the utilization of certified reference materials, blanks, and duplicate samples. Reference made to nearby mines and mineral deposits in similar geologic settings provides context for EMX's properties, but this is not necessarily indicative that the Company's properties host similar mineralization. EMX has been closely monitoring developments regarding the COVID-19 pandemic with a focus on the jurisdictions in which the Company operates. EMX has developed and implemented COVID-19 prevention, monitoring and response plans following the guidelines of international agencies and the governments and regulatory agencies of each country in which it operates. Although significant restrictions were implemented (e.g., travel restrictions, etc.) at the onset of the pandemic and continuing into 2021, management adapted to the situation and continued to advance the Company's business initiatives. As of the date of this AIF, most of the restrictions have been removed or relaxed in the jurisdictions where the Company operates (e.g., travel restrictions, etc.), with EMX's field programs up-and-running at full speed. An overview of EMX's producing royalties, advanced royalties, exploration royalties, royalty generation projects, and strategic investments are included in the following sections. In addition, Appendix A to this AIF includes a comprehensive table of EMX's royalty assets, and Appendix B to this AIF summarizes resource and reserve statements for key royalty assets. 41 Producing Royalties Asset Location Operator Caserones Chile SCM Minera Lumina Copper Chile SpA Timok Serbia Zijin Mining Group Co, Ltd. Leeville USA Nevada Gold Mines LLC Commodity Stage Copper (Molybdenum) Copper-Gold Gold Producing Producing Producing Gediktepe Turkey Lidya Madencilik Anayi ve Ticaret A.S. Gold, Polymetallic Producing - Oxide phase Balya Turkey Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. Zinc-Lead-Silver Development - initial production Royalty Interest Effective 0.7335% NSR 0.5% NSR 1.0% GSR 10% NSR on oxide zone and 2% NSR on sulfide zone 4.0% NSR Gold Bar South Nevada McEwen Mining Inc. Gold Producing 1% NSR Caserones, Chile - The Caserones open pit mine ("Caserones") is developed on a porphyry copper (molybdenum) deposit in the Atacama Region of Chile's Andean Cordillera. EMX holds an (effective) 0.7335 % NSR royalty interest covering the Caserones mine, as well as other nearby exploration targets, within a mineral concession package totalling approximately 17,000 hectares. The mine is operated by MLCC, which is 100% indirectly owned by JX Nippon. JX Nippon is a wholly owned subsidiary of Eneos Holdings Inc. ("Eneos"), which is listed on the Tokyo Stock Exchange. In 2022, EMX received approximately US$5,224,000 related to its (effective) NSR royalty interest. These payments were based upon copper and molybdenum mine production between Q4 2021 and Q3 2022. The Q4 2022 distribution was received on February 27, 2023 and totaled approximately US$898,000. These payments to EMX were after payment of Chilean taxes of approximately 27%. Caserones produces copper and molybdenum concentrates from a conventional crusher, mill and flotation plant, as well as copper cathodes from a dump leach and solvent extraction and electrowinning plant. In 2021 the mine produced 94,846 tonnes of fine copper in concentrate, 2,287 tonnes of fine molybdenum in concentrate, and 14,829 tonnes of fine copper in cathodes (see MLCC's 2021 Annual Report, dated May 30, 2022). MLCC has not yet disclosed mineral production figures for 2022; updated production figures are expected to be published in May of 2023. EMX's (effective) 0.7335% NSR royalty interest resulted from a) an initial 0.418% NSR royalty interest acquired in August 2021 (see EMX news releases dated August 17 and August 23, 2021) which was increased by b) an additional 0.3155% NSR royalty interest purchased in April 2022 (see EMX news release dated April 14, 2022). This additional royalty interest was acquired via EMX's purchase of a further 16.23% of the shares of Sociedad Legal Minera California Una de la Sierra Peña Negra ("SLM California") for US$25,742,000, bringing EMX's total interest in SLM California to 37.73%. SLM California's sole purpose is to distribute its Caserones royalty income to its shareholders (i.e., EMX and others) as dividends after paying Chilean taxes on this income (hence an "effective" royalty interest). SLM California and Compañía Minera Caserones ("CMC") originally acquired the mineral concessions that overlie the Caserones deposit, and between them retain ownership of a 2.88% NSR royalty divided between SLM California (67.5%) and CMC (32.5%). 42 MLCC continued with its Environmental Compliance Program during 2022, as agreed to with the relevant government agencies, and completed a series of steps and a report that was submitted by MLCC to the relevant authorities for review. JX Nippon continued to provide MLCC the necessary financing to maintain its operations and fulfill its financial obligations on a timely basis during the year*. Additional information for the Caserones Royalty is included in the Technical Information section of this AIF as well as in Appendix B. * As stated by MLCC in its Financial Statements for year-end 2021 (Audited Financial Statements were published with the Comisión del Mercado Financiero ("CMF") in April 2022, and also published in the annual report to the CMF in May 2022). Timok, Serbia - EMX's Timok Royalty is located in the Bor Mining District of Serbia and covers the Cukaru Peki copper-gold deposit. Cukaru Peki consists of a high-level body of high-grade, epithermal-style copper-gold mineralization referred to as the "Upper Zone", and a deeper body of porphyry- style copper-gold mineralization known as the "Lower Zone". EMX's Timok Royalty covering Cukaru Peki is stated to be a 0.5% NSR royalty in the royalty agreement. The royalty agreement contains a provision for the reduction of the royalty rate under certain circumstances, but EMX does not believe that those conditions have been satisfied. The Timok project is owned and operated by Zijin Mining Group Ltd ("Zijin"). Production from the Upper Zone of Cukaru Peki commenced in Q4-2021, and EMX announced its intent to seek arbitration to resolve an issue with Zijin about the royalty rate on the project (see EMX news release dated December 17, 2021). Amicable discussions with Zijin commenced shortly after EMX's announcement, leading the Company to suspend plans to file a notice of arbitration (see Company news release dated January 27, 2022). Discussions between EMX and Zijin continued throughout 2022 as both companies have agreed to work toward an updated royalty agreement document, which is anticipated to be completed in 2023. Additional information for the Timok Royalty is included in the Technical Information section of this AIF as well as in Appendix B. Leeville, Nevada - The Leeville 1% gross smelter return ("GSR") royalty covers portions of West Leeville, Carlin East, Four Corners, Rita K, and other underground gold mining operations and deposits in the Northern Carlin Trend of Nevada (the "Leeville Royalty"). The Leeville Royalty property is included in the Nevada Gold Mines LLC ("NGM") Barrick-Newmont Nevada joint venture. Leeville Royalty payments to EMX totaled approximately US$2,348,000 in 2022. Royalty production totaled 1,320 troy ounces of gold that were principally sourced from Four Corners (48%), West Leeville (25%), Monarch (15%), Carlin East (10%), and Rita K (3%). NGM continues to actively explore, add resources and reserves, and develop the Greater Leeville Complex, which includes the Company's Leeville Royalty Property. 43 Gediktepe, Turkey - The Gediktepe VMS polymetallic deposit is located in western Turkey. The Gediktepe Royalties consist of: (i) a perpetual 10% NSR royalty over metals produced from the "oxide zone" (predominantly gold and silver) after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the "sulfide zone" (predominantly copper, zinc, lead, silver and gold), payable after cumulative production of 25,000 gold-equivalent sulfide ounces (gold-equivalent as referenced from an underlying 2019 Share Purchase Agreement). The Gediktepe Royalties were acquired as part of the SSR royalty portfolio transaction (see EMX news release dated July 29, 2021),and are being advanced by operator Lidya Madencilik ("Lidya"), a private Turkish company. The Gediktepe Mine reached a cumulative production of 10,000 gold equivalent ounces ("gold equivalent" as referenced in the 2019 Gediktepe share purchase agreement between Alacer Gold Madencilik A.S. and Lidya Madencilik in June 2022, which triggered the 10% NSR royalty payments to EMX for all subsequent production of metals from the oxide zone mining operation. EMX earned US$3,709,000 in royalty revenue from the Gediktepe mine between Q3 and Q4 2022,and recognized US$4,000,000 in deferred milestone payments which will be paid in Q2 of 2023. Additional information for the Gediktepe Royalties is included in the Technical Information section of this AIF as well as in Appendix B. Balya, Turkey - The Balya royalty property is located in the historic Balya lead-zinc-silver mining district in northwestern Turkey. EMX holds an uncapped 4% NSR royalty on the "Balya North Deposit", which is operated by Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. ("Esan"), a private Turkish company. Esan operates a lead-zinc mine and flotation mill on the property immediately adjacent to EMX's Balya North royalty property. The initial phases of mining at Balya North commenced in late 2021, and production continued to ramp up in 2022 as mine construction was completed. EMX received its initial production royalty payment from the Balya North Mine in Q3 2022, which covered the limited production that took place during mine development. In total, EMX recognized US$276,000 in royalty payments from the Balya property in 2022. In December 2022, EMX met with Esan representatives on site at Balya. Esan informed the Company that production from Balya North would be suspended starting in December and continuing into 2023. The initial production levels in the Balya North mine are enriched in clay materials, which caused difficulties with the crushing and processing circuits. Esan also encountered issues with reconciliation between the exploration models and materials extracted from the mining operations in the upper levels of the deposit. Esan is currently working to resolve these various issues and anticipates a recommencement of production in the latter part of 2023. In the meantime, work to advance the main decline and additional underground mine development will proceed. Gold Bar South, Nevada - EMX's Gold Bar South 1% NSR royalty property, operated by McEwen Mining Inc. (TSX & NYSE: MUX) ("McEwen"), covers a sediment-hosted, oxide gold deposit situated ~5.6 kilometers southeast of McEwen's Gold Bar open pit mining operation in north-central Nevada. McEwen significantly advanced development of the Gold Bar South operation during 2022. According to McEwen, Gold Bar South "…has a higher grade (concentration of gold per ton), half the strip ratio (the amount of rock that is required to be moved to reach the ore), and no problematic carbonaceous ore is present …" as compared to ore that was being mined from the Gold Bar open pit (see McEwen news release dated November 7, 2022). Most of the production in 2023 will shift to Gold Bar South, which is expected to contribute to lower costs and increased production from the Gold Bar operation. Initial Gold Bar South production commenced in December of 2022 (see McEwen news release dated December 21, 2022). EMX has yet to receive its first royalty revenue from McEwen for Gold Bar South production. Advanced Royalty Projects 44 Asset Location Operator Commodity Stage Royalty Interest Diablillos Argentina AbraSilver Resource Corp Silver-Gold Resource Development 1% NSR Berenguela Challacollo Peru Chile Aftermath Silver Ltd Copper-Silver- Manganese-Zinc Resource Development 1% -1.25% NSR Aftermath Silver Ltd Silver-Gold Resource Development 2% NSR San Marcial Mexico GR Silver Mining Ltd Parks-Salyer USA Arizona Sonoran Copper Silver-Gold-Zinc- Lead Copper- Molybdenum Resource Development 0.75% NSR Resource Development 1.5% NSR Tartan Lake Yenipazar Akarca Sisorta Viscaria Kaukua Canada Turkey Turkey Turkey Satori Resources Inc Virtus Madencilik Gold Gold Resource Development Feasibility 2.0% NSR 6%-10% NPI Çiftay İnşaat Taahhüt ve Ticaret A.Ş. Bahar Madencilik Sinayi ve Ticaret Ltd Sti Silver-Gold Resource Development 1%-3% NSR Gold Feasibility 3.5%-5% NSR Sweden Copperstone Resources AB Copper-Iron Resource Development 0.5% to 1% NSR Finland Palladium One Mining Inc PGE-Nickel- Copper Resource Development 2% NSR Diablillos, Argentina - Diablillos is a resource stage high sulfidation silver-gold project located in the Puna region of Salta Province, Argentina that is owned and operated by AbraSilver Resource Corp. ("AbraSilver") (TSX-V: ABRA). There are seven known mineralized zones, with the Oculto deposit advanced to the resource development stage. EMX's Diablillos 1% NSR royalty was acquired as part of the SSR royalty portfolio transaction in 2021. In addition to EMX's NSR royalty, there is a US$7,000,000 payment due to EMX upon the earlier of commencement of commercial production from the property or July 31, 2025. During 2022, AbraSilver announced an updated, open pit constrained mineral resource estimate for the Diablillos project's Oculto deposit reported at a 35 g/t silver equivalent cutoff as (see AbraSilver news release dated November 3, 2022): Category Measured Indicated Meas +Ind Inferred Tonnes (000 t) Ag (g/t) Au (g/t) Contained Ag (000 oz) Contained Au (000 oz) 19,336 31,978 51,314 2,216 98 47 66 30 0.88 0.73 0.79 0.51 60,634 48,737 109,370 2,114 544 752 1,297 37 Notes: 45 The Oculto resource table above includes oxide and transition material and was based upon drilling through Phase II. The constraining Whittle open pit optimization parameters used were $3.00/t mining cost, $24.45/t processing cost, $2.90/t G&A cost, and average 54-degree open pit slopes. Metal prices and recoveries used are as described below. AgEq (i.e., silver equivalent) calculated using a) metal prices (in USD) of $25/oz Ag and $1750/oz Au, and b) recoveries of 73.5% for Ag and 86% for Au. The updated resource estimate consists of measured and indicated resources that yield 109 Moz contained silver and 1.3 Moz contained gold, which represents a 22% increase in contained silver and a 29% increase in contained gold over the previous resource estimate of September 2021. For additional information see "NI 43-101 Technical Report, Mineral Resource, Diablillos Project, Salta Province, Argentina", with an effective date of October 31, 2022 and dated November 28, 2022 filed under AbraSilver's profile on SEDAR. Also in 2022, AbraSilver reported on the discovery of the Southwest Zone (also termed the JAC target or JAC Zone), a near surface zone of high-grade silver-gold mineralization located several hundred meters southwest of the Oculto conceptual open pit resource (see AbraSilver news release dated August 3, 2022). JAC Zone drill results include hole DDH 22-067 which intersected two high-grade zones within a feeder structure reported as 36 meters averaging 463 g/t Ag and 0.71 g/t Au in oxides from 143 meters, and 27 meters at 745 g/t Ag, 1.54 g/t Au and 1.23% Cu in sulphides from 179 meters (true widths estimated to be ~80% of the reported interval lengths) (see AbraSilver news release dated January 10, 2023). The ongoing Phase III drill program is designed to support a maiden mineral resource estimate for the JAC Zone and a Diablillos Pre-Feasibility Study ("PFS") in Q4 2023 (see AbraSilver news release dated February 21, 2023). Berenguela, Peru - The Berenguela project, located in the Puno region of southeastern Peru, is a resource stage polymetallic carbonate replacement-style deposit being advanced by Aftermath Silver Ltd ("Aftermath") (TSX-V: AAG; OTCQB: AAGFF). Aftermath is earning 100% project interest per a definitive acquisition agreement (the "Option") originally executed with SSR Mining. EMX's royalty interest in, and future earn-in payments from Berenguela were acquired in 2021 as part of the SSR royalty portfolio transaction. The project hosts an historical JORC silver-copper-manganese-zinc mineral resource. In Q3, Aftermath reported results from its 6,168 meter, 63 drill hole program that included intercepts of 72.0 meters starting from 19.2 meters averaging 1.20% Cu and 65 g/t Ag in hole AFD-060, and 22.3 meters starting from 57.65 meters averaging 0.56% Cu and 247 g/t Ag in hole AFD-063 (reported intervals are approximate true widths) (see Aftermath news release dated August 31, 2022). Aftermath's drilling extended mineralization to approximately 1,300 meters along strike with widths of 200 to 400 meters. According to Aftermath, its "technical team is incorporating the drill results into a revised geological interpretation of the Berenguela mineralization which will be used to complete a new NI 43-101 compliant mineral resource estimate". In Q4 2022, EMX agreed to defer a US$2,500,000 payment due from Aftermath to maintain the Option in good standing for a period of 12 months such that this payment is now due in November 2023. In consideration for this deferral, Aftermath agreed to pay EMX an additional US$400,000 and has granted EMX a right of first refusal on any Berenguela royalties that Aftermath may elect to sell. Aftermath's remaining payment obligations to EMX to acquire a 100% interest in the Berenguela project (as now amended) are summarized below: • • • US$2,500,000 to be paid in November 2023, US$3,000,000 be paid in November 2024, and US$3,250,000 to be paid in November 2026. 46 Upon Aftermath's exercise of the Option, EMX will retain a sliding-scale NSR royalty on all mineral production from the Berenguela project for the life of mine commencing at the declaration of commercial production based upon the following: • • 1.0% NSR royalty on all mineral production when the silver market price is up to and including US$25 per ounce, and 1.25% NSR royalty on all mineral production when the silver market price is over US$25 per ounce and when the copper market price is above US$2 per pound. Challacollo, Chile - Challacollo is a resource stage low-sulphidation epithermal silver-zinc-lead deposit located in Chile's northernmost Region I. EMX retains a 2% NSR royalty covering Challacollo, payable after 36 million ounces of silver have been produced, with a cap of US$5,000,000. The project hosts open pit and underground constrained silver-gold resources (effective date of December 15, 2020), which are considered as historical resources by EMX. The Company's interest in the Challacollo project was acquired in 2021 as part of the SSR royalty portfolio transaction. In Q3 2022 the project operator, Aftermath, completed the acquisition of 100% project interest from Mandalay Resources Corporation through cash and equity payments (see Aftermath news release dated August 11, 2022). San Marcial, Mexico - San Marcial is a resource stage epithermal silver deposit located in Sinaloa, Mexico. EMX retains a 0.75% NSR royalty covering San Marcial, which has been integrated within the Plomosas project owned and operated by GR Silver Mining Ltd ("GR Silver") (TSX-V:GRSL; OTCQB GRSLF; FRA:GPE). GR Silver has a buyback right on the NSR royalty that can be exercised by payment of C$1,250,000 to EMX. The San Marcial royalty property hosts underground silver (zinc-lead) resources which are considered as historical by EMX. EMX's interest in San Marcial was acquired in 2021 as part of the SSR royalty portfolio transaction. During 2022, GR Silver continued delineation and exploration drilling at San Marcial which resulted in the discovery of a new silver zone with a 250 meter step-out hole (SMS22-10) that intersected 101.6 meters averaging 308 g/t silver from 98.5m with multiple higher grade sub-intervals (true width unknown) (see GR Silver news release dated August 8, 2022). Parks-Salyer, Arizona - EMX's Parks-Salyer Royalty Property is located approximately one kilometer southwest of the historical Sacaton mine in central Arizona. The Parks-Salyer Royalty Property is comprised of one State of Arizona Exploration Permit totaling 158 acres and covers a portion of the Parks-Salyer copper deposit which is concealed beneath post-mineral gravels. In Q1 2022, EMX's wholly owned subsidiary, Bronco Creek Exploration, transferred the rights of its State of Arizona Exploration Permit (i.e., the Parks- Salyer Royalty Property) to a wholly owned subsidiary of Arizona Sonoran Copper Company, Inc. (TSX: ASCU) ("ASCU") for cash, AAR, and milestone payments, as well as work commitments and a retained 1.5% NSR royalty interest (see EMX news release dated February 10, 2022). ASCU may buy back 1% of the royalty for a US$500,000 payment to EMX. ASCU has incorporated EMX's Parks-Salyer Royalty Property into its greater Parks-Salyer project and the Cactus Mine operation, which includes the historical Sacaton porphyry copper open pit mine that was operated by Asarco from 1972-1984. 47 In Q4 2022, EMX received a US$3,000,000 milestone payment from ASCU based upon declared resources totaling 200 million pounds or more of contained copper covered by the Parks-Salyer Royalty Property. ASCU's maiden resource for its Parks-Salyer project, which is partially covered by EMX's Royalty Property, was reported as total inferred resources of 143.6 million tons averaging 1.015% Cu and containing 2,915.4 million pounds of copper as oxide, enriched, and primary mineralization (see ASCU news release dated September 28, 2022 and technical report filed on SEDAR titled "Parks/Salyer NI 43-101 Compliant Mineral Resource Estimate and Technical Report" with an effective date of September 26, 2022 and dated November 10, 2022). ASCU reported to EMX that a total of 725.5 million pounds of contained copper (approximately 25% of the total contained copper in the inferred resource) were covered by the EMX Royalty, hence exceeding the 200 million pound threshold for the milestone payment. Key drill intercepts within the EMX Royalty Property footprint that contributed to the resource estimate include 162 meters starting at 381.2 meters and averaging 1.10% copper in hole ECP-084, and 68.3 meters starting at 486.2 meters and averaging 2.24% copper in ECP-086 (enriched zone grade reported as total Cu; true widths unknown) (see ASCU news release dated September 7, 2022). ASCU continues to infill and step-out drill at the Parks- Salyer project, and recently reported the best grade-thickness intercept to date, which occurs within EMX's Royalty Property footprint, of 265.9 meters starting at 330.7 meters of 1.64% copper in hole ECP-108 (average of combined enriched & primary zone grades reported as total Cu; true width unknown) (see ASCU news release dated January 17, 2023). Tartan Lake, Canada - Tartan Lake is a past producing, resource stage greenstone hosted gold deposit located near Flin Flon in Manitoba, Canada. EMX retains a 2% NSR royalty covering Tartan Lake, which is owned and operated by Satori Resources Inc. ("Satori") (TSX-V:BUD). Satori has an option to buyback each 1% of the NSR royalty for separate C$1,000,000 payments to EMX. The Tartan Lake Royalty Property hosts underground gold resources which are considered as historical by EMX. EMX's interest in Tartan Lake was acquired in 2021 as part of the SSR royalty portfolio transaction. Satori continued delineation and exploration drilling at Tartan Lake in 2022. This drilling included follow-up on South Zone high grade targets which included hole TLSZ22-21 that returned an intercept of 29.06 g/t gold over 5.85 meters starting at 177.65 meters, with a sub-interval averaging 198.5 g/t gold over 0.80 meters (true widths unknown) (see Satori news release dated August 11, 2022). Coarse visible gold was observed in the drill core. In a February 6, 2023 news release Satori announced that under a letter of intent, Rob McEwen had proposed to become Satori's largest shareholder, owning 37.6% of the Company with the objective of expanding the high-grade gold zones at Tartan Lake. Yenipazar, Turkey - The Yenipazar polymetallic VMS deposit in central Turkey is currently owned and advanced by Virtus Madencilik ("Virtus"), a private Turkish company that is partly owned by Trafigura Ventures V B.V. EMX holds a Net Profits Interest ("NPI") royalty that is set at 6% until US$165,000,000 in revenues are received, after which the NPI converts to a 10% interest. The Yenipazar Royalty was acquired by EMX in 2021 as part of the SSR royalty portfolio transaction. Previous owner Aldridge Minerals Inc. ("Aldridge") disclosed a historical feasibility study on the project in 2013, which was updated in 2014 and filed on SEDAR. This remains the most recent public disclosure of technical information and historical mining reserves and resources on the project. Since acquiring the royalty, EMX has maintained contact with Virtus and received updates on the status of the project. Virtus updated the feasibility study in 2019, but this in-house report remains unpublished as of yet. 48 Akarca, Turkey - The Akarca epithermal gold-silver deposit in western Turkey was discovered by EMX in 2006 during a regional exploration program. The project was later sold to current owner Çiftay İnşaat Taahhüt ve Ticaret A.Ş. ("Çiftay"), a private Turkish company. Çiftay is responsible for making a series of pre-production gold bullion payments to EMX, and EMX retains a 1% NSR royalty on the initial 100,000 ounces of gold production from the project, a 2% NSR royalty on production on the next 400,000 ounces of gold produced, and a 3% NSR royalty on any production of gold after 500,000 ounces of gold are produced. The NSR royalties are uncapped and cannot be bought down. To date, over 350 exploration drill holes and 17 kilometers of trenching have been completed along with collection of over 6,500 rock and 3,500 soil samples and preparation of in-house (non-public) resource models for the gold-silver mineralized zones. Çiftay is current determining strategies for continued exploration and development of the project. In 2020 Çiftay made the decision to halt further field work while awaiting permits and a court decision regarding land use designations in the area. EMX has maintained active discussions with Çiftay since that time, and Çiftay has informed EMX that it is awaiting a final legal ruling on the land use issue, which will allow Çiftay to resume its programs at Akarca. Sisorta, Turkey - The Sisorta project consists of an oxide gold deposit with underlying copper and gold porphyry potential. EMX sold the project in 2016 to Bahar Madencilik Sinayi ve Ticaret Ltd Sti ("Bahar"), a privately owned Turkish company, retaining a royalty and advance royalty payment interests. The EMX royalties consist of a 3.5% NSR on any materials mined and processed on site at Sisorta, and a 5% NSR royalty on any materials shipped offsite for processing. Bahar, which operates the nearby Altintepe gold mine, continues to review development options for the Sisorta project. Viscaria, Sweden - EMX holds an effective 0.5% to 1.0% NSR royalty interest on the Viscaria copper (iron) project located in the Kiruna mining district of Sweden which is operated by Stockholm listed Copperstone Resources AB ("Copperstone"). The Viscaria deposit contains elements of both VMS and iron oxide-copper-gold ("IOCG") styles of mineralization and was mined from 1983-1996 by a partnership between LKAB and Outokumpu OYJ. Significant mineral resources remain in the historical mining area, most of which are covered by EMX's royalty footprint. As a result of continued exploration at Viscaria, Copperstone published updated PERC (2017) mineral resource estimates in 2022 that resulted in a significant increase in measured and indicated resources from previous estimates (see Copperstone news release dated November 18, 2022). Copperstone stated that the increased resources are expected to extend Viscaria's mine life, and will provide a foundation for a project Feasibility Study. Since 2019, Copperstone reported that it had drilled 45,051 meters at Viscaria, a program that will continue into 2023. Copperstone filed an environmental permit application for its planned mining operation in March 2022 (see Copperstone news release dated March 29, 2022), and has since submitted supplemental information to the Land and Environmental Court. Copperstone anticipates that it will advance development of the project pending a positive decision on their environmental permit application. Kaukua, Finland - EMX holds a 2% NSR royalty on various exploration licenses covering the Kaukua PGE-Ni-Cu deposit in northern Finland. The Kaukua deposit is being advanced by Palladium One Mining Inc. ("Palladium One" or "PDM") (TSX-V: PDM), as part of its Läntinen Koillismaa ("LK") project. Palladium One can purchase 1% of EMX's NSR royalty prior to the delivery of a "bankable feasibility study" for €1,000,000. The remaining 1% of EMX's NSR royalty is uncapped and cannot be purchased. PDM's LK project is a PGE rich magmatic Ni-Cu sulfide system with multiple centers of drill defined mineralization. EMX's royalty covers the Kaukua and the newly defined Murtolampi PGE-Ni-Cu deposits. In 2022 Palladium One announced an updated NI43-101 Mineral Resource Estimate for Kaukua and Murtolampi (see Palladium One news release dated April 25, 2022 and report filed on SEDAR titled "Technical Report on the Läntinen Koillismaa Project, Finland, Report for NI 43-101" with an effective date of April 25, 2022 and report date of May 27, 2022): 49 Category - Deposit Area Indicated - Kaukua Area Inferred - Kaukua + Murtolampi Tonnes (Mt) 38.2 30.8 Pd g/t 0.61 0.52 Pt g/t 0.22 0.20 Au g/t 0.07 0.08 Cu % 0.13 0.14 Ni % 0.11 0.14 Co ppm 65 86 Notes: The Mineral Resources have been reported above a preliminary open pit constraining surface using a Net Smelter Return (NSR) pit discard cut-off of US$12.5/t (which for comparison purposes equates to an approximately 0.65 g/t Palladium Equivalent in-situ cut-off, based on metal prices only as given below). The NSR used for reporting is based on the following: Metal prices of US$ 1,700/oz Pd, US$ 1,100/oz Pt, US$ 1,800/oz Au, US$ 4.25/lb Cu, US$ 8.50/lb Ni and US$ 25/lb Co. Variable metallurgical recoveries for each metal were used at Kaukua and Murtolampi. Commercial terms for a Cu and Ni concentrate based on indicative quotations from smelters. Exploration Royalty & Royalty Generation Projects The Company has 155 exploration stage royalties and 96 royalty generation properties being advanced, and available for partnership (note, these totals do not include producing royalty or advance royalty projects). A complete listing of the exploration stage royalties is included in Appendix A to this AIF. The following table provides an overview of exploration royalties and royalty generation properties by country and commodity, followed by brief regional summaries and discussions of select project highlights. Country Precious Metals Base Metals Precious Metals Base Metals Exploration Royalty Royalty Generation Project USA Canada Mexico Haiti Chile Argentina Sweden 26 40 2 5 6 1 8 21 4 - 2 10 - 10 25 17 - - 1 - 4 14 7 - - 1 - 9 Finland Norway Serbia Turkey Australia Totals Summary of United States 1 - 1 - 2 92 50 - 15 1 - - 63 1 5 - 1 3 57 - 6 - 1 1 39 EMX added to its growing royalty portfolio with the completion of five new royalty agreements, the advancement of more than twenty-five partner- funded work programs, including nine drill projects, the acquisition of four large royalty positions from Nevada Exploration covering key land positions in Nevada, and new generative work leading to the acquisition of a district-wide land position at Tonopah, Nevada as well as of a large (approximately 1,890 hectares), prospective land position in the Silver Valley district in Idaho. For the year, partners spent more than US$18,000,000 on EMX's early- stage US portfolio. EMX's Regional Strategic Alliance ("RSA") with South32 Limited ("South32") (ASX, LSE, JSE: S32; ADR: SOUHY) concluded in Q4 2022 after four years of generative exploration and project work. The Company is now following up on eleven priority projects identified by the RSA and retained by South32 for additional work, including an ongoing drill program at the Copper Springs porphyry copper project in Arizona's Globe-Miami district. Highlights of United States Scout Discoveries, Idaho USA - EMX executed, via its wholly-owned subsidiary Bronco Creek, a Letter of Intent ("LOI") to sell the Company's a) portfolio of 14 precious and base metal projects in Idaho (the "Portfolio") acquired via staking between 2018-2022, b) Idaho Business Unit, and c) wholly-owned core drilling subsidiary, Scout Drilling LLC, to Scout Discoveries Corp. ("Scout") (see EMX news release dated March 8, 2023). Scout is a U.S. private corporation headquartered in Coeur d'Alene, Idaho and will be led by Dr. Curtis Johnson as president and CEO, and will include several members of the Bronco Creek team that generated, acquired, and advanced the Portfolio. The terms of the LOI provide EMX with an equity interest, retained 3.25% NSR royalty interests, AAR payments, and certain milestone payments as the Portfolio of 14 projects is advanced. The Idaho Portfolio represents the largest unpatented claim holdings in the state and includes a number of projects that were advanced by previous EMX partners between 2018-2022. The work invested in the Portfolio has resulted in a diverse pipeline of early-stage projects through fully vetted, drill-ready targets with several historical resources which remain open for expansion. Swift, Nevada USA - EMX's Swift Royalty Property (3.25% production returns royalty), located in Nevada's Cortez district, is owned by Ridgeline Minerals Corp's ("Ridgeline") (TSX-V: RDG; OTCQB: RDGMF; FRA: 0GC0) and operated by Nevada Gold Mines LLC ("NGM") in a joint venture with Ridgeline. NGM has spent US$4,900,000 on the project to date, which included two reconnaissance drill holes that intersected Lower-Plate carbonate host rocks between depths of 570-830 meters with widespread intervals of Carlin-Type alteration and thick zones (i.e., 37.2-48.8 m) of anomalous gold mineralization, including sample grades of 2.7 g/t gold (see Ridgeline news release dated February 16, 2023). 51 Selena, Nevada and Robber Gulch, Idaho USA - Ridgeline also owns and operates EMX's Selena Royalty Property (3.25% production returns royalty) where the 2022 drill campaign intersected carbonate replacement deposit ("CRD") style lead-zinc-silver-gold mineralization (see Ridgeline news release dated January 24, 2023). Ridgeline is also advancing EMX's Robber Gulch oxide gold royalty generation project in Idaho under an option agreement for 100% earn-in (see EMX news release dated January 26, 2022). Hardshell, Arizona USA - EMX disclosed drill results from its Hardshell Royalty Property (2% NSR) in southern Arizona where operator South32 is advancing a new prospect named Peake, which is adjacent to its Taylor CRD PFS-stage development project. Copper-enriched skarn-type drill intercepts at Hardshell include 76.5 meters (1,308.2-1,384.7 m) averaging 1.52% copper, 0.2% zinc, 0.4% lead, and 25 g/t silver in hole HDS-552, as well as CRD- style intercepts that include 9.8 meters (966.2-976.0 m) averaging 0.69% copper, 12.2% zinc, 8.2% lead, and 77 g/t silver in HDS-353 (true widths are 65-85% of the reported interval lengths) (see EMX news release dated June 21, 2023). South32's geological model indicates the potential for Peake to host extensions to the Taylor project's CRD mineralization. Summary of Canada EMX programs advanced available properties in the portfolio as partners conducted multiple field programs, including drill programs on optioned and EMX royalty properties. EMX received C$577,000 in cash payments and C$52,000 in share equity payments during the year while partners spent more than US$3,700,000 in exploration expenditures advancing the portfolio. Summary of Latin America EMX's Latin American royalty portfolio advanced through field programs by Austral Gold Limited (at Morros Blancos and Morros Colorado), Pampa Metals Corporation (Block 4), and drill programs conducted by AbraSilver Resource Corp. (Diablillos), Aftermath Silver Ltd (Berenguela), and GR Silver Mining Ltd (San Marcial). In particular, the drill programs continued to produce significant results that expanded known resources and added new discoveries at nearby targets. Summary of Northern Europe EMX continued to develop its portfolio of projects, acquiring new gold and battery metals (nickel, copper and cobalt) royalty generation projects totaling nearly 175,000 hectares, and partnered 4 available properties. EMX also assisted with multiple partner-funded exploration and drilling programs. Overall, approximately US$6,700,000 was spent by partners on EMX royalty properties in Northern Europe during 2022. Highlights of Northern Europe Tomtebo, Sweden - Drill results were announced for the Tomtebo project in Sweden by District Metals Corp ("District") (TSX-V: DMX; FRA: DRPP). Highlights included 25.5 meters averaging 2.4% zinc, 2.05% lead and 65 g/t silver in hole TOM22-38 starting at 249 meters (true width unknown) (see District news release dated August 17, 2022). RKV and Burfjord, Norway - Drill programs were completed in Norway at Playfair Mining Ltd.'s ("Playfair") (TSX-V: PLY) RKV copper project and at Norden Crown Metals Corp's ("Norden") (TSX-V: NOCR; FRA: 03EA) Burfjord copper-gold project. Nineteen diamond drill holes totaling 1,107 meters were drilled at Playfair's RKV Project and 18 diamond drill holes totaling 3,500 meters were drilled at Norden's Burfjord Project. The RKV and Burfjord projects are covered by EMX NSR royalty interests. Highlight of Australia 52 Yarrol, Queensland Australia - EMX continued to advance the recently discovered cobalt-enriched manganese mineralization at the 100% owned Yarrol project in Australia. Soil sampling grids continued to expand the footprint of cobalt-rich mineralization and a fifteen-hole reconnaissance drill program was completed in Q4, 2022. The drill program led to the discovery of a new style of mineralization on the property, ilmenite-rich heavy mineral sands deposits, which are positioned in and around the areas of cobalt-enriched manganese mineralization. In addition, two of the holes targeted the historically defined zones of gold mineralization on the property and included an intercept of 17.8 meters averaging 4.01 g/t gold from 61 meters in hole DD22- YA1871. The second hole (DD22-YA188) intersected multiple intervals of gold mineralization including 12 meters at 0.91 g/t gold from 92 meters (see EMX news release dated February 16, 2023). True widths of the intercepts are estimated to be in the 50-75% range of the reported drill interval. Summary of the Balkans and Morocco EMX's royalty generation programs proceeded in the Balkans and in Morocco, where multiple exploration license applications have been filed by the Company. New target areas are being assessed for further acquisitions. Investments The Company holds various investments in public and private entities, and strategic long-term positions. The Company will sell certain of its investments when appropriate. Much of the investment portfolio was derived from royalty deals completed as part of EMX's organic royalty generation business. Some updates related to strategic investments are as follows: Strategic Investment in Premium Nickel Resources From 2020 through 2022, EMX acquired 5,412,702 shares of Premium Nickel Resources Corporation, a private company with nickel-copper-cobalt assets in Botswana. On April 26, 2022, PNR announced the execution of a definitive agreement for a reverse takeover transaction ("RTO") with North American Nickel Inc. (TSX: NAN) to create a new reporting entity, Premium Nickel Resources Ltd ("PNRL"). PNRL began trading on the TSX Venture Exchange in Q3 of 2022, having completed the RTO process with NAN. As a result of the RTO transaction, EMX's interests were converted to 5,704,987 shares of PNRL, which represents roughly 5% of the issued and outstanding shares of PNRL. Qualified Persons Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the above technical disclosure on North America and Latin America. Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the above technical disclosure on Europe, Turkey, Australia, and Strategic Investments. 53 Caserones Royalty TECHNICAL INFORMATION The Company has an NSR royalty on the Caserones copper-molybdenum mining operation in northern Chile. EMX considers the Caserones Mine royalty to be a property material to the Company for the purposes of NI 43-101. EMX filed a Technical Report under its profile on SEDAR entitled "NI 43-101 Technical Report - Caserones Copper-Molybdenum Mine Royalty Region III, Chile" with an effective date of February 28, 2022 and report date of March 1, 2022 (the "Caserones Technical Report") by independent Qualified Person Gregory W. Walker, SME Registered Member. The following description of the Caserones Mine and the royalty interest of EMX with respect to the Caserones Mine is a direct reproduction of the summary from the Caserones Technical Report, and accordingly, the Caserones Technical Report is hereby incorporated by reference into this AIF. "Introduction EMX Royalty Corporation ("EMX") (TSX Venture: EMX; NYSE American: EMX) is required by Canadian Securities Administrators ("CSA") National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") to prepare and file with relevant Canadian securities commissions a Technical Report on the Caserones copper-molybdenum open pit operation (the "Mine" or "Caserones" or "Caserones Mine") with respect to EMX's royalty on production from the Mine. This Technical Report has been prepared by Independent Qualified Person ("QP"), Gregory W. Walker, SME Registered Member, for EMX, which holds a royalty interest (not direct ownership) in the Caserones Mine. Prior to becoming a mine, Caserones was previously known as Regalito ("Regalito"), and historical references may refer to the Regalito project or deposit rather than the Caserones project or deposit. In this Technical Report, if a historical source is quoted that refers to Regalito, then the Regalito name is preserved in the quote. The name "Caserones" and the name" Regalito" can be considered interchangeable. Property Description, Location, Accessibility, and Infrastructure The Caserones Mine is located in the Atacama Region (Region III) of the northern Chilean Andean Cordillera, at an approximate elevation of 4,300 meters above sea level ("masl") and at 28°10' latitude south and 69°32' longitude west. Copiapo is a regional center with a population of 130,000 and its commercial airport is serviced by several daily flights from Santiago, a flight time of 1.5 hours. The Mine is 162 kilometers ("km") by road, east from Copiapo, and the driving time is approximately four hours. The climate and physiography of the high-cordillera of the Chilean Andes supports year-round mining operations; however, the mine operator has reported in its Annual Reports periodic disruptions to its year-round mining activities due to severe snowstorms. The Mine is owned and operated by SCM Minera Lumina Copper Chile SpA ("MLCC"), which is 100% indirectly owned through subsidiaries by JX Nippon Mining & Metals Corporation ("JX Nippon"), which in turn is the metals unit subsidiary of the Japanese company Eneos Holdings Inc. (5020.T-JP: Tokyo Stock Exchange). 54 EMX's royalty on the Mine resulted from the 2021 purchase of a portion of a royalty interest derived from the original 2009 exploration project sale-purchase agreement between MLCC and the private, Chilean companies jointly owning the underlying mineral concessions, Compañia Minera Caserones ("CMC") and SLM California Una de la Sierra Peña Negra ("California", and together with CMC, the "Vendors") that transferred the mineral concessions to MLCC in exchange for certain cash payments and a Net Smelter Return ("NSR") royalty (the "Caserones Royalty"). The Caserones Royalty is a sliding scale NSR royalty ranging from 1% to 2.88%, with the higher figure being payable if the copper price is greater than US$1.25/lb. The Caserones Royalty was split between the Vendors as to 32.5% to CMC and 67.5% to California. EMX acquired a portion of the Caserones Royalty equivalent to a 0.418% NSR royalty on the Caserones Mine (the "EMX Royalty") for US$34.1 million in cash (the "Transaction"). To purchase the EMX Royalty, EMX formed a 50%-50% partnership with Altus Strategies Plc ("Altus" - AIM: ALS; TSX-V: ALTS; OTCQX: ALTUF) to acquire an effective 0.836% NSR royalty for US$68.2 million to be split 50%-50% between EMX and Altus. EMX's and Altus' indirect interest in the Caserones Royalty is by virtue of their purchase, via a joint Chilean subsidiary company (50% EMX / 50% Altus), Minera Tercero SpA ("Tercero"), of 43% of California's shares, and consequently 43% of California's portion of the original Vendors' royalty. At the higher royalty rate currently in force, this equates to 67.5% x 43% x 2.88% (i.e., California's interest x percent of California's interest purchased by EMX / Altus x current effective royalty rate) resulting in the 0.836% NSR royalty purchased by EMX and Altus via Tercero. EMX and Altus, thus, each control an effective 0.418% royalty interest (at the prevailing higher royalty rate) via Tercero, and each were responsible for US$34.1 million of the US$68.2 million purchase price of the 0.836% royalty interest. Closing of the Transaction with shareholders of California was completed on September 2, 2021. As part of the royalty acquisition by EMX and Altus (through Tercero), it was agreed with other shareholders that California should be converted from its existing Chilean company structure as a SLM (Sociedad Legal Minera) into a SpA (Sociedad por Acciones), to be named Minera California SpA. Minera California SpA can be considered the direct continuation of California and can thus be considered one of the Vendors for the purposes of this Technical Report. The Caserones Royalty includes exploration and mining concessions covering a total area of approximately 17,000 hectares, together with a two km Area of Interest ("AOI") around the outer boundary of the concessions. The Mine is located within the Caserones Royalty concessions. It should be noted that MLCC is currently owner of a significantly larger package of exploration and mining concessions than covered by the Caserones Royalty concessions. MLCC (as evidenced by virtue of its ongoing operations) has sufficient surface rights and operating permits for tailings storage, waste disposal, heap leach pads, and open pit mining areas. As well, MLCC has available sources of power, water, and mining personnel to support its mining operations. Mining companies are not typically required to, and as a matter of practice do not normally, disclose detailed operational information to owners of a royalty interest unless legally or contractually mandated to do so. EMX has no right to direct contact with the operating company, MLCC, and must make all representations to MLCC through the royalty holding company, California. MLCC is not legally or contractually mandated to allow a site visit or to supply information to EMX. The Caserones Royalty holders (the Vendors, California and CMC) receive, per the underlying royalty agreement, information related to the quarterly and annual royalty payment calculations, which information has been made available to EMX for the period 2019 to date. During due diligence review before purchase of the EMX Royalty, EMX requested current technical data and other information to use in support of its evaluation. However, this data and information was not available from the Caserones Royalty holders (as they do not have data rights under the royalty agreement) and therefore has not been provided to EMX. As a result, access to information and details regarding technical and other aspects of the Mine, including (but not limited to) exploration, drilling, data verification, mineral processing and metallurgical testing, mineral resource and mineral reserve estimates, mining methods, recovery methods, project infrastructure, market studies and contracts, capital and operating costs, economic analysis, adjacent properties, and other relevant data (i.e., NI 43-101F1 Items 9 through 24) is limited to what is available in the public domain. Pursuant to Sections 9.2 (2) and (3) of NI 43-101, a QP preparing a technical report on Form 43-101F1 for an issuer that only has a royalty interest in a mineral project is not required to perform a site visit of the project, nor is the QP required to complete those items under Form 43-101F1 that require data verification or inspection of documents. EMX is relying on the exemption available under Sections 9.2 (2) and (3) of NI 43-101 for the completion of this Technical Report. 55 All dollar amounts stated in this Technical Report are United States Dollars. Geology, Mineralization & Deposit Type Caserones is a copper-molybdenum porphyry deposit geographically located in the high-cordillera of the Chilean Andes at the southern end of the Maricunga mineral belt. Caserones is an Early-Miocene porphyry system associated with a cluster of dacite porphyries and breccias intruding Palaeozoic granitic, volcanic, and metamorphic rocks, and has a well-developed supergene enrichment profile of oxide copper and secondary chalcocite situated above hypogene chalcopyrite mineralization. The following description of the Caserones Mine mineralization is taken from an AMEC 2005 Technical Report for Lumina Copper Corporation ("Lumina") (see section 1.4 and section 6.2 of the Technical Report). The author notes that although the description is dated, it is still believed to be relevant for providing a general overview for the project's geology and mineralization. The Regalito Deposit strikes SE-NW with a length of approximately 2,000 m and a width of approximately 1,500 m. The oxide and secondary copper zones form a surface-parallel blanket over 1,200 m in diameter, with a central "core" of at least 1,000 m in diameter where thicknesses average 300 m and exceed 400 m in the central part. Secondary copper grades within this central area are also slightly elevated above those in the surrounding parts of the deposit. Outboard of this "core" the zone thins, and grades are generally lower, although the enrichment blanket is still open to the southwest. The secondary copper zone has been modeled to approximately 4,000 m in elevation and deeper locally. It is generally coincident with the porphyry intrusive. 56 The oxide zone forms a cap that sits on top of the secondary copper zone in the upper part of the northeast trending ridge that constitutes the northwest margin of the deposit, mostly above 4,400 m, and thinning to a skin of a few metres moving down the ridge slopes. Grades within the oxide zone are higher than the average grade of the secondary copper zone, and it is open to the northeast. Flanking the oxide zone and overlying the supergene zone, a zone of "leached" material varies in thickness from 0 to 200 m, averaging ~40 m over most of the deposit. This zone is not leached sensu stricto, as it contains appreciable amounts of pyrite and pods of chalcocite and copper oxide mineralization, which is poorly defined at the current drill spacing, and was not included in the [AMEC] resource estimate. Primary copper mineralization was not targeted by Lumina's drill program and this zone remains open in all directions. Locally, high grade copper-moly mineralization associated with hydrothermal breccia bodies was cut by drill holes which may be associated with structures. Samples from the primary copper and molybdenum mineralization range from being relatively high grade to being low grade and it remains to be determined whether the primary zone is of economic interest. Project History The modern-day history for the Caserones Mine began in the mid-1980's and with commercial mine production starting in 2013 (Cathode production) and 2014 (concentrate production). Mining continues to date with 17 years of forecast mine production as of December 31, 2020. The following highlights the ownership and development history of the property. 1983 - 1986 Exploration: Reconnaissance mapping and geochemical sampling conducted by Chilean junior exploration companies SCM California, LCM Caserones, and BTX Explorations Ltda. identified several porphyry Cu-Mo and porphyry-Au prospects associated with regional northeast trending structures. Two of these occurrences, Central Caserones and West Caserones, later became known as the Regalito prospect. 1988 - 2000 Exploration: Prospect evaluation work was conducted by numerous companies that included drilling, sampling, metallurgical test work and resource estimation work on the Regalito and other prospects. 1988 - 1990: Compañia Minera Newmont Chile 1990 - 1991: Niugini Mining and Inversiones Mineras del Inca S.A. 1994 - 1998: BHP Chile Inc. 2000: South American Gold and Copper Company 2003 - 2005 Project Exploration and Development: 57 Lumina Copper Corp. ("Lumina") signs option agreement to acquire 100% of the mining concessions for the Regalito property from SCM California (67.5% ownership) and LCM Caserones (32.5% ownership) in 2003. On October 20, 2003, Minera Lumina Copper Chile S.A., the wholly-owned Chilean registered subsidiary of Lumina, entered into a letter of intent option agreement ("the Agreement") with CMC and California to acquire 100% of the following mining concessions ("mensuras") totalling 4,158 ha: California 1 al 1,000, Ramadilla 1 al 12, Caserones Segunda 1 al 80, Caserones Segunda 81 al 160, Caserones Tercera 1 al 80 and Caserones Tercera 81 al 160. In addition, 20 exploration concessions ("pedimentos"), held under the name of Mario Hernandez, a partner in CMC were included in the Agreement. The agreement was subsequently amended to include a total of 63 pedimentos and was finalized in a "Final Sale Agreement Document" that was signed on November 12, 2004 (pers comm, J.Selters, 2004) ("Promesa"). These are the original agreements and properties that underly the Caserones Royalty. Separately, and independently, Lumina staked (prior to the date of the Technical Report) and were the sole owners of an additional 95 pedimentos covering 25,700 ha, which were contiguous with the optioned mensuras and pedimentos. Where any independently staked concessions lie within the two km AOI, they will be subject to the Caserones Royalty. The terms of the agreement to acquire the six mensuras and 63 pedimentos were that Lumina would make payments to California (67.5%) and CMC (32.5%) totalling US$900,000 over an eight-year period and take responsibility for property maintenance payments including the filing costs of the 63 new pedimentos. Lumina also agreed that, if copper prices exceed US$1.00 per pound, for an entire calendar year, Lumina would pay a minimum of US$200,000 in respect of the payments described for that year. After exercising the option and before achieving commercial production, an advanced royalty payment of US$200,000 was due for any year in which the copper price exceeded US$ 1.00 per pound for the entire year. Such advanced royalties would be recovered from a portion of NSR payments which become payable after commercial production was achieved. Lumina then initiated major deposit scale exploration campaigns including drilling, geological mapping, metallurgical test work, petrographic analyses, and resource estimation. In January 2005, AMEC completed an NI 43-101 Technical Report on the Regalito Cu Porphyry. The AMEC report included an historical Mineral Resource estimate that was based on oxide copper and supergene copper mineralization delineated by a total of 183 drill holes totalling 39,617 m, including reverse circulation ("RC"), diamond drill ("DD"), and mixed RC/DD holes. See Section 6.2 of this Technical Report for further discussion. Lumina Copper Corp. underwent a reorganization and formed the Regalito Copper Corp. in May of 2005 with the Regalito project as its principal assert. Work continued with technical programs, including metallurgical testing. 2006 - 2008 Project Development: 58 On July 17, 2006, Pan Pacific Copper Co. ("Pan Pacific" or "PPC") announced the purchase of 100% of the issued and outstanding shares of Regalito Copper Corp. The acquisition of Regalito Copper Corp. by Pan Pacific included the principal asset, which was the option agreement with CMC and California for the acquisition of the concessions package underlying what was to become the Caserones Mine. At the close of trading on July 17, 2006, Regalito Copper Corp. was delisted from the Toronto Stock Exchange and suspended from trading on the American Stock Exchange On September 17, 2008 Pan Pacific announced that it "has been conducting a pre-feasibility study, including economic evaluation based on exploratory drillings and conceptual engineering based on several scenarios, since the acquisition of the mining concession of the Caserones copper deposit". PPC then decided to move the project to the feasibility study stage on the basis of the results. 2009 - 2014 Project Development: March 26, 2009, Pan Pacific, through its Chilean operating subsidiary, MLCC, exercised the underlying option agreement ("Promesa" - dating from November 2004) with CMC and California, to acquire the key concessions controlling the Caserones / Regalito deposit. This exercising of the option agreement, although documented in public registries and legal archives, was never made public by any of the interested parties. February 26, 2010, Pan Pacific announced that "The feasibility study results recently revealed that the Project is economically viable and, at the same time, an environmental approval for developing the Project was granted by the Environmental Committee of the Atacama Region of Chile. On the ground of such circumstances, PPC decided to continue and advance the Project into the full-fledged development stage. Additionally, Mitsui & Co., Ltd. is to participate in the Project to own a 25% interest." July 26, 2011, Pan Pacific announced loan agreements to finance the development of the Caserones Mine and stated: "an integrated copper enterprise jointly established by JX Nippon Mining & Metals Corporation and Mitsui Mining & Smelting Co., Ltd., today (July 26) signed loan agreements with related financial institutions for a total of US$1.4 billion to finance the Caserones Copper and Molybdenum Deposit Development Project ("the Project"). Pan Pacific Copper Co., Ltd has a 75% interest in the Project, with Mitsui & Co., Ltd. holding a 25% interest. The initial investment for development (production facilities and related costs) is estimated at about US$2 billion." August 1, 2014, Pan Pacific announced the official opening of the Caserones Mine: "Pan Pacific Copper Co., Ltd., an integrated copper enterprise jointly established by JX Nippon Mining & Metals Corporation and Mitsui Mining & Smelting Co. Ltd., and Mitsui & Co. Ltd., announced that SCM Minera Lumina Copper Chile ("MLCC"), operator of the Caserones Copper Mine, held an opening ceremony for the mine on July 30th local time in Santiago, one day after the first shipment of copper concentrate left for Japan." The concentrate was shipped from the Chilean port of Coquimbo. 59 Pan Pacific also noted that first cathode production from the SX EW plant was achieved in March 2013, with first concentrate production in May 2014. Initial capital expenditure to the commencement of copper concentrate production was noted to be US$4.2 billion. At this point in time, equity shares in MLCC were stated as: Pan Pacific Copper (JX Nippon Mining & Metals 66% / Mitsui Mining & Smelting 34%) 77.37% and Mitsui & Co. 22.63% 2014 - 2020 MLCC Operating Company (Including Historical Reserves and Production): The Mine operator, MLCC, produces an Annual Report (Memoria Annual) in Spanish and English for filing with La Comisión para el Mercado Financiero ("CMF" - translated as The Commission for the Financial Market), which is a Chilean public service that has among its main objectives to ensure the correct functioning, development, and stability of the financial markets in Chile. The MLCC operating company Annual Reports, dating from 2010, provide some information on the progress of feasibility, development, and construction of the Caserones Mine, including through to initial production from the solvent extraction, and electrowinning ("SX-EW") and concentrator plants. From 2014 through 2020, the annual reports are concerned with activities of a fully fledged operating company and all related aspects. All MLCC Annual Reports contain consolidated financial statements for the operating company. From the annual reports for MLCC, three important aspects are reported with updates from year to year: These are historical reserves (see Table 1-1); metals production (see Table 1-2); and ownership (see Table 1-3). Historical Mineral Reserve Estimates The MLCC Annual Reports include an annual "reserve statement" with no accompanying qualifying attributes or supporting assumptions given. MLCC's most recent reserve statement is from its 2020 Annual Report and does not adhere to CIM Guidelines for reserve reporting. This reserve statement predates EMX's acquisition of its interest in Caserones, and is therefore considered to be an historical reserve estimate. As background, in Note 4a to the Financial Statements in its 2020 Annual Report dated May 2021, MLCC states: "Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Company's [MLCC's] mining properties. Such reserve and mineral resource estimates and changes to these may impact the Company's [MLCC's] reported financial position and results, in the following ways: The carrying value of property, plant and equipment and intangible assets may be affected due to changes in estimated future cash flows; 60 Depreciation and amortization charges in the statement of profit or loss may change where such charges are determined using the unit of production ("UOP") method, or where the useful life of the related assets change; Capitalized stripping costs recognized in the statement of financial position as either part of property, plant and equipment or inventory or charged to profit or loss may change due to changes in stripping ratios; Provisions for rehabilitation and environmental provisions may change when reserve estimate changes affect expectations about when such activities will occur and the associated cost of these activities. The recognition and carrying value of deferred income tax assets may change due to changes in the judgments regarding the existence of such assets and in estimates of the likely recovery of such assets. The Company [MLCC] estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth, and shape of the ore body, and require complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. MLCC's 2020 Annual Report has an historical reserve estimate, subject to the limitations and comments indicated in the previous paragraphs of this section, as given in Table 1-1 and is shown with the annual yearly historical reserves for the mine from 2010-2019. The most recent estimate from 2020 is hereby adopted as the 'historical reserve' estimate in this Technical Report as bold highlighted in the table below. MLCC Annual Report Year Tonnes (Mt) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 1,047 1,047 1,047 1,047 1,085 1,044 1,022 849 821 710 604 Table 1-1: Historical Caserones Reserve Statements and LOM - by Year Minerals to Concentrator (Sulphides) Mixed Dump Leach (Leachables) CuT (%) 0.34 0.34 0.34 0.33 0.34 0.33 0.32 0.35 0.34 0.37 0.37 CuS (%) Mo (ppm) Tonnes (Mt) 126 126 126 126 123 124 124 132 131 147 139 0.17 0.17 0.20 0.19 0.18 0.20 295 336 336 336 292 319 306 251 237 406 288 CuT (%) 0.30 0.30 0.30 0.30 0.28 0.27 0.27 0.28 0.28 0.23 0.24 CuS (%) 0.20 0.19 0.19 0.19 0.16 0.18 Estimated Life of Mine (LOM) Years 28 28 28 28 29 28 27 22 21 19 17 Source: MLCC Annual Reports - 2010 to 2020 The historical reserve statements do not use categories as defined in CIM Definition Standards, but the author considers the reported reserves to be equivalent to Proven and Probable. The author is unaware of the key assumptions, parameters, and methods used to prepare the historical estimates presented and therefor these estimates should not be relied upon. A qualified person has not performed sufficient work to classify the historical reserve estimate for Caserones as current, and the historical estimate is not considered to be a current mineral reserve. 61 As Caserones is an active mining operation with over seven years of production history, it is the opinion of the author that the historical reserves are relevant in that they provide a general basis for establishing the mineralized material supporting MLCC's life-of-mine forecast given nameplate flotation and SX-EW processing capacities (see section 1.6 of Technical Report) and historical production statements. However, the historical reserves should not be relied upon until verified by a qualified person. Significant compilation, review, and independent verification by qualified persons of geological, engineering, metallurgical, economic, and other data that support ongoing mining operations will be required before the historical estimate can be classified as current mineral reserves. Operations, Environmental Liabilities, & Ownership Information on operations, environmental liabilities, and ownership is largely limited to public information disclosed or published by the historical option-holder over the project; the current operating company (MLCC) website, with limited relevant information; scarce MLCC parent company public news releases; and the operating company (MLCC) annual reports. EMX also has access to reports from the mine operators to the Vendors showing how royalty calculations are arrived at by virtue of their ownership interest in California. This information is mostly financial in nature and is not in the public domain. Operations - Caserones is an open pit mine producing copper and molybdenum concentrates from a conventional crusher and mill and flotation plant, together with copper cathodes from a dump leach, SX-EW plant. Construction of the production facilities began in March 2010 and production of refined copper from a dump leach by SX-EW began in 2013, followed by copper and molybdenum concentrates production in 2014. The concentrator plant has a nameplate capacity to process 105,000 tonnes/day ("t/d") to produce an annual average of up to 150,000 tonnes/year ("t/y") of fine copper in concentrates and up to 3,000 t/y of fine molybdenum in concentrates, together with a dump leach project combined with a SX-EW plant to produce up to 30,000 t/y of copper in cathodes. MLCC has published basic production information in its Annual Reports (2010 - 2020), which is summarized in Table 1-2. Table 1-2: Historical Caserones Metals Production Statistics - by Year 62 MLCC Annual Report Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Copper Concentrate Fine Cu (Tonnes) N/A N/A N/A N/A 19,501 46,788 83,014 88,643 108,073 121,499 104,917 Fine Mo (Tonnes) N/A N/A N/A N/A N/A 218 1,049 898 1,697 2,778 2,453 Copper Cathode Fine Cu (Tonnes) N/A N/A N/A 16,193 26,803 28,579 34,368 32,294 28,477 24,566 22,056 Source: MLCC Annual Reports - 2010 to 2020 According to MLCC's 2020 Annual Report, the Mine produced 104,917 tonnes of fine copper in concentrate; 2,453 tonnes of fine molybdenum in concentrate; and 22,056 tonnes of fine copper in cathodes during calendar year 2020. According to the 2020 Annual Report, the open pit operated with an average waste / ore strip ratio of 0.47 and had 17 years of remaining "useful" life. There is no available information with respect to current exploration activities, or resource and reserve development at the Caserones Mine and associated mineral concessions. Going Concern - Also in MLCC's 2020 Annual Report as Note 2 to MLCC's Financial Statements - Going Concern: "For the years ended December 31, 2020 and 2019, the Company incurred net losses of US$768,064,000 and US$106,781,000 respectively, and shows negative equity (deficit) of US$1,370,932,000 and US$602,854,000 as of December 31, 2020 and December 31, 2019 respectively. As of December 31, 2020 the Company presents negative working capital of US$76,998,000. The financial statements were prepared on a going concern basis. Management obtained representation from the Company's parent JX Nippon Mining & Metals Corporation ("JXNMM"), through its various subsidiaries, including MLCC Finance Netherlands B.V. ("MFN") a major direct shareholder of the Company, confirming that it is JXNMM's intention, subject to the approval of its Board of Directors and any other necessary authorizations by its shareholders, to cause the Company to be provided with necessary financing, until such time as the Company will generate sufficient funds to maintain its operations and fulfill its financial obligations on a timely basis. Such financing may be in the form of shareholder loans or equity contributions, or by other means such as bank loans with or without shareholders' guaranties or any combination of the abovementioned sources of financing." Environmental Compliance Program - According to MLCC's Annual Report for 2020, MLCC continued a process to establish a compliance program in 2020 associated with the latest process N° 1 / ROL D-018-2019, initiated by the Chilean state Superintendence of the Environment (Superintendencia del Medio Ambiente or "SMA"), on February 19, 2019, in which 18 environmental infractions at Caserones were documented and sanctioned, some of which dated back to previous sanctioning processes. MLCC currently has an agreement with the SMA in terms of solving 16 of the 18 infractions, including the submission of an updated Environmental Impact Assessment for the Mine, whilst two of the infractions are still subject to legal processes. MLCC is potentially subject to fines, revocation of certain environmental permits, or, in the worst case, (temporary) closure, if it fails to meet its commitments with the SMA. 63 Ownership - An update to the Caserones Operating Company, MLCC, ownership structure was provided in the MLCC 2020 Annual Report in Note 1 of the Financial Statements: "The shareholders of the Company as of December 31, 2020 are MLCC Finance Netherlands B.V., a subsidiary of Eneos Holdings Inc. (the ultimate parent of the Company), with 68.68% participation; NCR Canada Enterprises Corp. with 2.83% participation; Nippon Caserones Resources Co., Ltd. with 21.40% participation; and Mitsui Bussan Copper Investment & Co. with 7.09% participation". A change in ownership from December 31, 2020 to February 2021 is documented as a subsequent event to the 2020 Annual Report and is indicated in Note 29 to the Financial Statements as follows: "On November 9, 2020, JX Nippon Mining & Metals Corporation announced that it has reached a basic agreement with Mitsui Mining & Smelting Co., Ltd. and Mitsui & Co., Ltd., joint investors in the Caserones Copper Mine, on the transfer to the Company of all their rights and interests in the mine (Mitsui Kinzoku: 25.87%, Mitsui & Co.: 22.63%). During February 2021, all the remaining liquidation of shares and debt were finalized. Further, we don't anticipate significant impacts in the operation of Caserones as a consequence of this transaction as JX Metals remains the operator". Table 1-3: Historical Ownership Structure of Caserones Operating Company MLCC - by Year MLCC Annual Report Year Pan Pacific Copper Co. Ltd. (1) % PPC Canada / NCR Canada Enterprises Corp. % Mitsui Bussan Copper Investment & Co. Ltd. % MLCC Finance Netherlands BV (2) % Nippon Caserones Resources Co., Ltd. (3) % 2010 2011 2012 2013 2014 2015 2016 2017 * 2018 2019 2020 ** 50.56 50.56 60.28 66.58 68.34 68.34 68.34 21.40 21.40 21.40 24.44 24.44 14.72 9.54 9.03 9.03 9.03 2.83 2.83 2.83 2.83 25.00 25.00 25.00 23.88 22.63 22.63 22.63 7.09 7.09 7.09 7.09 66.68 66.68 66.68 68.68 21.40 Source: MLCC Annual Reports - 2010 to 2020 Source: JX Nippon Mining & Metals Corporation News Releases - 2020 (1) Pan Pacific Copper Co. Ltd. owned JX Nippon Mining & Metals Corporation 67.8% / Mitsui Mining & Smelting Co. Ltd. 32.2%. (2) Subsidiary of Eneos Holdings Inc. (as is JX Nippon Mining & Metals Corporation). (3) Nippon Caserones Resources Co., Ltd. initially owned by JX Nippon Mining & Metals Corporation 67.8% / Mitsui Mining & Smelting Co., Ltd. 32.2%, and subsequently in November 2020, Mitsui Mining & Smelting Co., Ltd. commits to transfer its participating ownership to JX Nippon Mining & Metals Corporation. (*) Debt for equity swap dated March 31, 2017 with MLCC Finance Netherlands BV. (**) February 12, 2020: JX Nippon Mining & Metals Corporation, Pan Pacific Copper Co., Ltd. and Mitsui Mining & Smelting Co., Ltd. (Mitsui Kinzoku) announced that the Caserones Copper Mine-related business in the Republic of Chile is to be transferred to a venture company directly funded by JX Metals and Mitsui Kinzoku, namely Nippon Caserones Resources Co., Ltd. 64 (**) April 1, 2020: Shareholdings transferred from Pan Pacific Copper Co. Ltd. to Nippon Caserones Resources Co., Ltd. (**) November 9, 2020: JX Nippon Mining & Metals Corporation announced that it had reached a basic agreement with Mitsui Mining & Smelting Co., Ltd (Mitsui Kinzoku) and Mitsui & Co., Ltd., joint investors in the Caserones Copper Mine, on the transfer to the JX Nippon Mining & Metals Corporation of all their rights and interests in the mine (Mitsui Kinzoku: 25.87%, Mitsui & Co.: 22.63%). EMX does not have the data or supporting information to independently verify the disclosures above, but believes that they were accurate and were not misleading at the time of disclosure. Conclusions and Recommendations Although current technical and other information for the Caserones Mine is generally unavailable, the Mine has been operating since 2013 (dump leach) and 2014 (concentrator plant), with public information available in relation to historical reserves and annual production of copper in cathode, copper in concentrate and molybdenum in concentrate since initiation of production. The Caserones Royalty holders (Vendors) have been receiving quarterly royalty payments since inception of the mining operations. EMX has received its first royalty payment distribution (dividend) from California to Tercero relating to Q2 2021 production as disclosed in EMX's September 14, 2021 news release, its second royalty payment distribution relating to Q3 2021 production as of November 30, 2021, and its third royalty payment distribution relating to Q4 2021 production as of February 28, 2022. See Table 1-4 for the calendar year 2021 Royalty payment calculations. According to MLCC, at year end 2020, the mine had a forecast mine life of 17 years. While environmental infractions have resulted in fines and sanctions from the Chilean authorities, there is a clear program of remediation and improvement approved by the Chilean government to overcome these problems. JX Nippon has publicly indicated the importance of Caserones as a source of clean, high- quality concentrates and cathodes to smelters and the market in general, and its financial commitment to MLCC. MLCC's mineral concessions are in good standing, and no immediate threat to ongoing production and resulting royalty payments has been identified. Table 1-4: Royalty Calculations in US$ for Calendar 2021 NSR Item Source Copper Cathode Income Copper Concentrate Income Molbdenum Concentrate Income MLCC NSR Report MLCC NSR Report MLCC NSR Report Total Income From Sales - Before Deductions MLCC NSR Report Total Permitted Deductions NSR Total After Deductions MLCC NSR Report MLCC NSR Report NSR to Royalty Holders @ 2.88% (Pre-Tax) MLCC NSR Report Calculated Royalty to EMX @ 0.418% (Pre-Tax) EMX Calculation Q1* US$ K 2021 Q2** US$ K Q3** US$ K Q4** US$ K YTD Total 2021 US$ K 31,208 186,865 14,702 232,775 -17,093 215,682 6,212 902 49,913 268,314 19,864 338,091 -18,629 319,462 9,201 1,335 28,312 213,635 13,561 255,508 -15,453 240,055 6,914 1,003 29,047 264,200 23,905 317,152 -23,382 293,770 8,461 1,228 138,480 933,014 72,032 1,143,526 -74,557 1,068,969 30,786 4,468 * Q1 2021 Royality payment not applicable to EMX ** Q2, Q3, and Q4 2021 Royality payments made to EMX Source: EMX 2022 65 Based upon the historical information available and more recent publicly available information, together with information provided by EMX, the author is aware that the Caserones Mine operator reported material net losses in 2019 and 2020, and that there are environmental liabilities and sanctions applicable to the operation that could be a potential risk to EMX's cash flow from payments of the EMX Royalty. However, it appears that MLCC has put in place adequate financing to continue operations and is actively addressing the environmental issues. The author is unaware of any other significant factors or risks that may affect access, title, or the right or ability for MLCC to continue operating the Caserones Mine to produce copper and molybdenum concentrates and copper cathodes for the duration of the projected life of mine. The author recommends that EMX continue to monitor and update available information sources in order to maintain and improve its working knowledge of the Caserones Mine and operation. EMX should make representations to MLCC via California, together with the other shareholders, to obtain permission to conduct a site visit, which right should be exercised as soon as conditions permit." Qualified Person Consulting geologist Gregory W. Walker, SME Registered Member, an independent Qualified Person as defined by NI 43-101 and author of the Caserones Technical Report, has reviewed, verified and approved the above disclosure with respect to the Caserones Mine. 66 Timok Royalty The Company has royalties on properties in eastern Serbia's Timok Magmatic Belt. These royalty interests include an uncapped NSR royalty on the Timok Project's Brestovac license covering the Cukaru Peki Upper Zone copper-gold mining operation and the Lower Zone porphyry copper-gold resource project. Zijin controls 100% of the Timok Project. EMX considers the Timok Project's Brestovac royalty property containing the Cukaru Peki Upper Zone and Lower Zone projects to be a property material to the Company for the purposes of NI 43-101. EMX filed an amended and restated Technical Report under its profile on SEDAR entitled "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" dated March 25, 2022 and with an effective date of December 31, 2020 by Mineral Resource Management LLC (the "Timok Technical Report"). The following description of the Timok Project's Upper Zone Mine and Lower Zone resource project, and the NSR royalty interest of EMX with respect to the Timok Project is a direct reproduction of the summary from the Timok Technical Report, and accordingly, the Timok Technical Report is hereby incorporated by reference into this AIF. "Introduction EMX Royalty Corporation ("EMX" or the "Company") (TSX Venture: EMX; NYSE American: EMX) is required by Canadian Securities Administrators ("CSA") National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") to prepare and file with certain Canadian securities commissions a Technical Report on the Timok Project (the "Project" or "Timok Project") with respect to its royalties on future production from the Project. The Project is located in the Bor District of eastern Serbia and is owned and operated by Zijin Mining Group Co., Ltd. ("Zijin"), a publicly traded company listed on the Hong Kong stock exchange. EMX's royalty on the Project initially resulted from prospect generation and organic royalty growth via the 2006 sale of its properties, including Brestovać West, to Reservoir Capital Corp. ("Reservoir Capital"), for uncapped net smelter return ("NSR") royalties of 2% for gold and silver and 1% for all other metals. Reservoir Capital later transferred those interests to Reservoir Minerals Inc. ("Reservoir Minerals"). Subsequently, EMX acquired 0.5% NSR royalty interests covering the Brestovać and Durlan Potok properties (EMX news releases, February 4, 2014 and October 5, 2020), which along with Brestovać West, are included in the Timok Project controlled by Zijin. Thus, this amended and restated Technical Report has been prepared by Kevin Francis of Mineral Resource Management LLC ("MRM") for EMX which holds royalty interests (not direct ownership) in the Project. This Technical Report is dated March 25, 2022 and amends and restates the original Report entitled "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" dated February 26, 2021 and with an effective date of June 19, 2018. This amended and restated Technical Report: a) corrects improper units in Tables 1-3 and 15-1. Mining companies are not (typically) required to, and as a matter of practice, do not normally disclose detailed information to companies that hold a royalty interest in their operations unless legally or contractually mandated to do so. Zijin has not made any information available to EMX despite several requests. Therefore, access to information and details regarding the Project is limited to what is available in the public domain. Pursuant to Part 9.2(2) of NI 43-101, the qualified person ("QP") preparing a technical report on Form 43-101F1 for an issuer that only has a royalty interest in a mineral project is not required to perform an onsite visit of the Project, nor is the QP required to complete those items under Form 43-101F1 that require data verification or inspection of documents. EMX is relying on the exemption available under Part 9.2(2) of NI 43-101 for the completion of this Technical Report. 67 All dollar amounts stated in this document are United States Dollars. Location and Access The Timok Project is located in eastern Serbia on a gently rolling plateau between 300 and 400 meters above sea level and has a moderate-continental climate. It occurs 5 kilometers south of the town of Bor, which is a regional administrative and mining center located approximately 250 kilometers by road southeast of Belgrade, the capital of Serbia. The site is favorably located for mining infrastructure (road, rail, power, water) and nearby the recently upgraded copper smelter complex in Bor. The Universal Transverse Mercator System (UTM) coordinates (the World Geodetic System, 1984) of the approximate center of the Čukaru Peki deposit are 4874888 N and 590706 E (UTM zone 34). Description of State Royalty and EMX's Royalties The Serbian government collects a royalty of 5% NSR for metallic raw materials (per the "Guide for Investors", Ministry of Natural Resources, Mining and Spatial Planning, 2011). Additional royalties that are due, such as EMX's royalty interests, are individually negotiated for each mineral permit. EMX's Royalties EMX's Brestovać Royalty. The Brestovać royalty was originally granted to Euromax by Reservoir Capital via a royalty agreement (the "Royalty Agreement") executed in 2010. EMX acquired Euromax's NSR royalty interests in 2013 (EMX news release, February 4, 2014). The Royalty Agreement contains a provision for the reduction of the 0.5% NSR royalty rate under certain express and specific circumstances. Upon a thorough review of the Royalty Agreement and based on certain publicly available information, EMX does not believe that the circumstances which would have triggered a reduction of the royalty rate have occurred and therefore the NSR royalty rate remains at 0.5%. Furthermore, there is no mechanism for the royalty to be reduced in the future. EMX's royalty areas are shown in Figure 1-1 below. 68 Source: EMX 2020 Figure 1-1: EMX Royalty Interests and Permit Location Map Other EMX Timok Royalty Properties. The Company also has two additional Timok royalty properties, including Brestovać West and Durlan Potok. • • Brestovać West is covered by NSR royalties of 2% for gold and silver and 1% for all other metals. Brestovać West contains the Corridor Zone gold prospect and occurs directly west of Brestovać. Durlan Potok is covered by a 0.5% NSR royalty and occurs in the Timok Belt approximately 20 kilometers north of Brestovać and Čukaru Peki. History The earliest known historic exploitation (copper mining and smelting) occurred as early as 5500 BC, and continued during the Bronze Age and Roman era. In the late 19th century, prospecting in the Bor District led to the discovery of the copper and gold-rich Coka Dulkan and Tilva Ros deposits in 1902 with mining commencing in 1907 and continuing until 1941. Known historical exploitation in the Timok Project area of Brestovać-Metovnica was trial mining of copper and zinc mineralization in the 1930's. The Bor mines and smelter were rehabilitated after the Second World War and operated to the 1990s by the Yugoslav State, and then later by the state- owned RTB Bor. During this period a number of significant porphyry and high-sulfidation ("HS") epithermal deposits were discovered in the Bor District and put into production. The Timok Project mineralization had not yet been recognized. During 1990-2002, due to the political uncertainty and conflict in the former Yugoslavia, no significant mineral exploration was undertaken, although the Serbian government did issue exploration permits and concessions in 2002. 69 By 2004, mineral exploration activities in the Timok area were reinitiated with the arrival of western companies including Phelps Dodge (now Freeport), Eurasian Minerals (now EMX), Euromax and Dundee. Reservoir Minerals acquired Eurasian Minerals' Serbia exploration assets in 2006, which led to EMX's current Brestovac West retained royalty interests. Significant exploration work on the Project commenced with the formation of the Reservoir/Freeport JV in 2010. JV field work during 2010-2016 included geological mapping, geochemical surveys, and geophysical surveys (e.g., CSAMT, etc.). These surveys covered target areas where Miocene sediments overlie the concealed and prospective Upper Cretaceous volcanic rocks that host mineralization in the Bor District. The CSAMT data contributed significantly to the discovery of the Upper Zone mineralization, which was announced on July 16, 2012 by Reservoir Minerals. After acquiring a 55% equity interest under the JV agreement, Freeport gave notice to Reservoir Minerals in July 2012 that it had elected to sole fund expenditures through the completion of a feasibility study. JV drilling through 2016 carried out on the Upper Zone (59,333 m) and Lower Zone (42,380 m) deposits resulted in an historical Upper Zone resource estimate in 2014 that was updated in 2016 as a PEA. These historical mineral resources established a basis from which subsequent mineral resource estimates evolved. The historical estimates are superseded by the current Zijin estimates presented in this Technical Report. In 2016, Reservoir announced a definitive agreement with Nevsun to combine their respective companies (Reservoir news release, April 24, 2016). This triggered the exercise by Reservoir of its right of first offer ("ROFO") in respect of the Timok JV agreement with Freeport. As a result, Reservoir acquired Freeport's interest in the Upper Zone of Čukaru Peki (thereby consolidating 100% control), and increased its interest in the Lower Zone (Reservoir news release, May 2, 2016). Nevsun closed the acquisition of Reservoir as announced in a June 23, 2016 news release. In 2017, Nevsun reported an updated PEA for the Upper Zone with measured and indicated resources of 28.7 million tonnes averaging 3.7% copper and 2.4 g/t gold, and inferred resources of 13.9 million tonnes averaging 1.6% copper and 0.9 g/t gold at a Resource NSR cutoff of US$35/tonne (based upon $3.49/lb Cu, $1,565/oz Au, and technical and economic parameters given in the PEA study) (Nevsun news release, October 26, 2017 and SEDAR filed technical report titled "Technical Report for a Preliminary Economic Assessment Update for the Timok Project, Republic of Serbia" with an effective date of September 1, 2017 and report date of November 27, 2017 authored by SRK Consulting (Canada) Inc.). Site preparation activities in 2017 advanced the construction of a portal and exploration decline. In 2018, an Upper Zone PFS was completed by Nevsun with a probable mineral reserve of 27 million tonnes at 3.3% copper and 2.1 g/t gold based upon metal prices of $3.00 per pound copper and $1,300 per ounce gold (Nevsun news release, March 28, 2018). Subsequently, an initial inferred resource estimate was announced for the Lower Zone porphyry project at a $25/tonne "dollar equivalent" cutoff of 1.659 billion tonnes averaging 0.86% copper and 0.18 g/t gold (Nevsun news release, June 26, 2018 and SEDAR filed Technical Report titled "NI 43-101 Technical Report - Timok Copper- Gold Project, Serbia: Upper Zone Prefeasibility Study and Resource Estimate for the Lower Zone" with an effective date of June 19, 2018 and report date of August 7, 2018 authored by Hatch, SRK, and Knight Piesold).The mining method was assumed to be by block cave. 70 The mineral resource and reserve estimates by previous operator Nevsun are relevant. They use mineral resource and reserve categories as defined in the CIM Definition Standards (and by extension NI 43-101) and can be relied upon. The Nevsun mineral resource and reserve estimates provided the basis for Zijin's re-statement of current mineral resource and reserve estimates in its 2020 Annual Report. Late in 2018, Nevsun announced that an offer by Zijin to purchase Nevsun had been successful (Nevsun news release, December 28, 2018). This provided Zijin with 100% control of the Upper Zone, and a joint venture interest with Freeport on the Lower Zone. In December, 2019 Zijin purchased Freeport's remaining 54% interest in the Lower Zone porphyry (Zijin news releases, November 3, 2019 and December 30, 2019). The end result of Zijin's acquisition activities from 2018-2019 was to consolidate 100% control of the Timok Project, which included the Cukaru Peki deposit's Upper and Lower Zones. To date, there has been no significant production registered from the Brestovać - Metovnica permit or other Project permits. Geology and Mineral Resource Estimates Čukaru Peki is a copper-gold deposit comprised of two different types of mineralization - the high sulfidation style Upper Zone ("UZ") and the porphyry style Lower Zone ("LZ"). The deposit is located within the central zone (or Bor District) of the Timok Magmatic Complex. The Timok Magmatic Complex is located within the central segment of the Late Cretaceous Apuseni-Banat-Timok- Srednogorie magmatic belt in the Carpatho-Balkan region of southern-eastern Europe. The Apuseni- Banat- Timok-Srednogorie belt forms part of the western segment of the Tethyan Magmatic and Metallogenic Belt, which lies along the southern Eurasian continental margin and extends over 1,000 km from Hungary, through the Apuseni Mountains of Romania, to Serbia and Bulgaria and on to the Black Sea. The Mineral Resource estimates for the Upper Zone and Lower Zone were reported in Zijin's 2020 Annual Report issued on April 28, 2021. The estimates reported by Zijin and set forth in Tables 1-1 and 1-2 have been conformed to the requirements of NI 43-101. The 2020 Mineral Resource statement reported by Zijin for the Upper Zone of the Čukaru Peki deposit is shown in Table 1-1. The Mineral Resources are inclusive of Mineral Reserves. 71 Table 1-1: 2020 Zijin Annual Report Mineral Resource Statement as at December 31, 2020 for the Upper Zone of the Čukaru Peki Deposit Category Measured Indicated Measured and Indicated Inferred Quantity Mt % Cu Grade g/t Au % As Cu Mt Au Moz Metal 2.20 26.60 28.70 13.90 8.6 3.3 3.7 1.6 5.70 2.10 2.40 0.90 0.29 0.20 0.20 0.06 0.19 0.87 1.05 0.23 0.40 1.80 2.20 0.42 1. The Resource NSR cutoff value used to report the estimate is $35/tonne. 2. All figures are rounded to reflect the relative accuracy of the estimate. 3. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The 2020 Mineral Resource statement reported by Zijin for the Lower Zone of the Čukaru Peki deposit is shown in Table 1-2. Table 1-2: 2020 Zijin Annual Report Mineral Resource Statement as at December 31, 2020 for the Lower Zone of the Čukaru Peki Deposit Category Resource Domain Quantity Mt Inferred Lower Zone Porphyry Total-Inferred 1,659 1,659 % Cu 0.86 0.86 Grade g/t Au Metal Contained % As Cu Mt Au Moz 0.18 0.18 0.01 0.01 14.3 14.3 9.6 9.6 1. The cutoff value used to report the mineral resource estimate is $25/tonne and has been reported using a US dollar equivalent cutoff value based on copper price of $3.00/lb, gold price of $1,400/oz, and an 87% recovery for copper and a 69% recovery for gold for assessing eventual economic potential of the mineral resources. 2. All figures are rounded to reflect the relative accuracy of the estimate. 3. Mineral resources are not mineral reserves and do not have demonstrated economic viability. Mineral Reserve 72 The Mineral Reserve statement for the Upper Zone of the Čukaru Peki deposit was reported in Zijin's 2020 Annual Report issued on April 28, 2021. The estimate reported by Zijin and set forth in Table 1-3 has been conformed to the requirements of NI 43-101. Table 1-3: 2020 Zijin Annual Report Mineral Reserve Statement as at December 31, 2020 for the Upper Zone of the Čukaru Peki Deposit Category Quantity (kt) (% Cu) Grade (g/t Au) (% As) Cu Mlb Au Moz (kt As) Contained Metal Proven Probable Total 0 27,121 27,121 0.00 3.25 3.25 0.00 2.06 2.06 0.00 0.17 0.17 0 1,944.1 1,944.1 0 1.792 1.792 0 47 47 1. Metal prices used include $3.00/lb Cu and $1,300/oz Au. 2. A Reserve NSR cut-off of $35/tonne was used to optimize the sublevel caving ring layout. 3. Contained metal figures and totals may differ due to rounding of figures. Status of Development and Operations Zijin has not provided public technical disclosure on the Timok Project regarding mining, economic analysis or other development considerations. However, there are relevant public disclosures that provide general context for the pace of development, expected production scope, and timing for production. In MRM's opinion, these disclosures provide important context for an overall understanding of EMX's Upper Zone royalty asset. On April 22, 2020 International Mining published on their website the following regarding initial production at the Project. "CPM Consulting, which has a supervisory role at the massive Timok copper-gold project for Zijin Bor Copper, the Serbian unit of China's Zijin Mining Group, says the operation will produce 3.3 Mt/y (10,000 t/d) of ore from the Čukaru Peki Upper Zone mine. The operation also represents the first big European project for Chinese mining contractor JCHX, which set up local company JCHX Kinsey Mining Construction doo Bor to manage the mine construction. JCHX has been busy sinking the ventilation shaft at the site and developing the main decline. First copper from the Upper Zone mine is still expected by end 2021." Zijin stated in a news release, dated June 16, 2021, that they "recently obtained the trial production permit for the processing facilities issued by the Serbian Ministry of Mining and Energy, and have entered the trial production stage. At present, the construction of the processing facilities of the project has been completed, and trial production and operation, construction conclusion and greening, etc. are being conducted at full speed. It is planned that all work of the trial production stage shall be completed for submission to the Ministry of Mining for acceptance check before September of this year. This will achieve a smooth transition from mine infrastructure construction to production and operation." 73 MRM does not have the data or supporting information to independently verify the disclosures above, but believes that they were accurate and not misleading at the time of disclosure. Conclusions and Recommendations MRM is unaware of any significant factors or risks that may affect access, title, or the right or ability for Zijin to advance the Timok Upper Zone development project to production, or of continuing to explore the Lower Zone resource project. The Upper Zone and Lower Zone are both covered by EMX royalty interests. MRM recommends that EMX continue to request all current information related to the Timok Project from Zijin Mining Group to allow for an independent evaluation of the Project." Qualified Person Mineral Resource Management LLC's Kevin Francis, SME RM, an independent Qualified Person as defined by NI 43-101, and author of the Timok Technical Report, has reviewed, verified and approved the above disclosure with respect to the Timok Project. Gediktepe Royalty 74 The Company has NSR royalties on the Gediktepe Mine development project in western Turkey, which is operated by Lidya Madencilik (Polimetal), a private Turkish company. EMX considers that the Gediktepe royalty is a property material to the Company for the purposes of NI 43-101. EMX filed a Technical Report under its profile on SEDAR entitled "Gediktepe Project - Balıkesir Province, Turkey NI 43-101 Royalty Technical Report" dated March 21, 2022 and with an effective date of February 1, 2022 by DAMA Engineering Inc. (the "Gediktepe Technical Report"). The following description of the Gediktepe Mine and the royalty interest of EMX with respect to the Gediktepe Mine is a direct reproduction of the summary from the Gediktepe Technical Report, and accordingly, the Gediktepe Technical Report is hereby incorporated by reference into this AIF. "Introduction EMX Royalty Corporation (TSX Venture: EMX; NYSE American: EMX) ("EMX" or the "Company") entered into an agreement (the "Royalty Purchase Agreement") dated July 29, 2021, with SSR Mining Inc. and certain of its subsidiaries ("SSR Mining") to purchase a portfolio of royalty interests and deferred payments (the "Royalty Portfolio"). The Royalty Portfolio includes the Gediktepe Project Net Smelter Return ("NSR") royalties (the "Gediktepe Royalties") on the oxide and sulfide mineralized zones of the Gediktepe polymetallic massive sulfide project in Western Turkey (the "Project"). The Project became material to EMX upon closing of the purchase of the Royalty Portfolio on October 21, 2021. EMX is required by Canadian Securities Administrators ("CSA") National Instrument 43-101 ("NI 43-101") to prepare a Technical Report on the Project with respect to the Gediktepe Royalties. EMX holds royalty interests (not direct ownership) in the Project. Mining companies are not (typically) required to, and as a matter of practice do not normally disclose detailed information to companies that hold a royalty interest in their operations unless legally or contractually mandated to do so. EMX has requested all the current technical data from the private Turkish operator, Polimetal Madencilik Sanayi ve Ticaret A.S. ("Polimetal"), in order to conduct a detailed independent assessment of Gediktepe for this Technical Report. However, EMX has not yet received this data, and according to the underlying royalty agreement, does not have data rights beyond onsite reviews. EMX will continue to request the Project data directly from Polimetal. There have been two previous Technical Reports describing the Project filed on SEDAR: the first is titled "Technical Report - Prefeasibility Study - Gediktepe Project, Balıkesir Province, Turkey" with an effective date of June 1, 2016 ("PFS16") prepared by Resource Development Inc., SRK Consulting (U.S.) Inc. and Independent Mining Consultants, Inc. for Alacer Gold Corp. ("Alacer") and Polimetal, and the second is titled "Gediktepe Prefeasibility Study" ("PFS19") dated April 3, 2019 with an effective date of March 26, 2019 prepared by OreWin Pty. Ltd. ("OreWin") for Alacer. These reports document the outcome of PFS-level technical work on Gediktepe's oxide and sulfide polymetallic mineralized zones performed on behalf of Polimetal, which was owned 50% by Lidya Madencilik San. ve Tic. A.Ş., a private Turkish company ("Lidya"), and 50% by Alacer, formerly a reporting issuer in Canada. The Project and Polimetal are now 100% controlled by Lidya. Lidya has also provided EMX with a 2020 internal report titled "Gediktepe Project Oxide Technical Report" ("TR20") with an effective date of March 1, 2020. The TR20 report was largely taken from PFS19, although updates and refinements to the oxide processing flowsheet were proposed. Unless otherwise specified, the contents of this Technical Report have been excerpted from, or based upon, the aforementioned PFS16, PFS19, and TR20 reports. In addition, information and Project updates verbally communicated by Lidya during two onsite field visits were noted, and where appropriate, used to provide more recent context for the status of the Project. For simplicity in this document, references to Lidya also refer to Polimetal, the operating entity, when citing information dated after July 2019, when Lidya acquired 100% interest in Polimetal. Property Description and Ownership 75 The Gediktepe Project is located in the Balıkesir province of Western Turkey (Figure 1-1). The UTM Zone 35N, European Datum coordinates of the approximate center of the Project are 636,000E, 4,358,000N. Figure from OreWin, 2019 Figure 1-1: Project Area Location Map EMX completed the purchase of the Gediktepe Royalties based upon the terms and conditions of the Royalty Purchase Agreement with SSR Mining and certain of its subsidiaries to purchase the Royalty Portfolio. The Royalty Portfolio included the Gediktepe Royalties consisting of: (i) a perpetual 10% NSR royalty over metals produced from the oxide zone (predominantly gold and silver) after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the sulfide zone (predominantly copper, zinc, lead, silver, and gold), payable after cumulative production of 25,000 gold-equivalent sulfide ounces (gold equivalent as referenced from the 2019 Share Purchase Agreement between Alacer and Lidya). The following Project license and permits have been confirmed as being current and in good standing. The General Directorate of Mining and Petroleum Affairs (GDMPA) approved the merging of Operating License (OL) 20054077 and Exploration License (EL) 201400291 into one OL (RN 85535) on July 29, 2016. RN 85535 is valid until June 23, 2036. The Gediktepe OL (RN 85535) covers a total area of 1,486.99 ha and is held by Polimetal (now wholly owned by Lidya). 76 On February 21, 2018, the GDMPA also approved Polimetal's application for a production permit for clay and aggregate for three locations within RN 85535. The Gediktepe mining licenses do not have any associated royalties to a third party other than EMX's Gediktepe Royalties and a government royalty, which consists of royalty rates defined by commodity and metal price. As of the effective dates of the PFS19 and TR20 reports, a series of final permits were pending in anticipation of a follow-on Feasibility Study and initiation of construction. However, it is known from site visits conducted by DAMA in 2021 that Project construction and initial mining of the oxide phase of the Project had commenced, implying that the necessary permits had been received. To DAMA's knowledge, there are no significant factors or risks that may affect access, title, or the right ability to perform work on the Project, and by extension Lidya's ability to meet its royalty payment obligations to EMX. Accessibility, Climate, Local Resources, Infrastructure and Physiography The Project is located 67 km (air distance) southeast of Balıkesir Province center and 38 km east-southeast of the Bigadiç township. It is accessed along 102 km of paved road from the city of Balıkesir (population 1,189,075) on highway D555 through the town of Bigadiç (population 48,470). The closest settlements to the Gediktepe Project site are the Hacıömerderesi neighborhood, the Aşıderesi neighborhood, affiliated with the Hacıömerderesi neighborhood, and the Meyvalı neighborhood. The terrain at the Project is mountainous with steep erosional valleys. Elevations in the Project area range from 974-1,482 m above sea level (masl). Coniferous trees cover most of the Project site, with occasional open meadows in areas of less-steep terrain. The local climate is hot and arid during the summer and warm during the fall. There is snow from December through February but typically not as a significant accumulation. Spring is often the rainy period. The main economic income sources in the area are forestry, agriculture, and animal husbandry. As of the effective dates of PFS19 and the TR20 reports, an adequate water supply system needed to be established for the Project as there was no developed system in the area capable of supporting a project of Gediktepe's size. From DAMA's site visits, it appears that Lidya has been taking the steps to develop a pipeline to provide the necessary water for the Project. 77 A 39.6 km-long 34.5 kV power transmission line (PTL) was constructed between Dursunbey substation and Kürendere to provide power to the Project. This PTL will provide adequate electrical power for site operations. Given Gediktepe's physiographic and climatic conditions DAMA believes that year-round operations of the Project are possible. Adequate local manpower is available to support mining operations. To DAMA's knowledge, with adequate power and access to suitable areas for Project infrastructure, the principal contingency requiring final confirmation of resolution is Polimetal's completion of the pipeline to provide an adequate water supply for the Project. Geology The Gediktepe regional geology comprises Upper Paleozoic metamorphic rocks and Lower to Middle Miocene intrusives and volcanics. These rocks are stratigraphically overlain by Triassic carbonates and fragmental units, Jurassic limestone, and an Upper Cretaceous ophiolitic mélange. Oligocene and Lower Miocene intrusions cut the Paleozoic metamorphic and Upper Cretaceous ophiolitic rocks, establishing in the region what is now called the Alaçam Mountains granites, which outcrop in an arc-shaped geometry over an area of nearly 30 km2. Lower Miocene volcanic rocks are positioned stratigraphically above Paleozoic to Upper Paleozoic metamorphics and Upper Cretaceous ophiolitic mélanges. Upper Paleozoic metamorphics are the most common units at Gediktepe, with the stratigraphic sequence, from top to bottom, being: Dacite and Pyroclastic (top) Calcschist Feldspar-Quartz Schist Chlorite-Sericite Schist Quartz Schist (bottom) The second-most common rocks at the Project are the Lower to Middle Miocene volcanics, observable around Karadikmen Hill, southwest of Gediktepe. These rocks are comprised of altered dacite-rhyodacites characterized by lava flows and pyroclastics. The youngest units at the Project are mineralized gossan and ferricrete, along with talus, colluvium, and alluvium, all being weathering products of the host rock. Mineralization and Deposit Type The Project is a massive sulfide deposit hosted in schists. The sulfide zone is polymetallic with potentially economic values of zinc, copper, gold, and silver. The upper portions of the Gediktepe deposit have been weathered, leached, and oxidized by naturally occurring acidic surface water and ground water. The oxide zone hosts gold-silver mineralization, but is nearly devoid of base metals. Mineralization at the Project is associated with greenschist facies units that are interpreted to represent massive sulfide deposition that was syngenetic with sedimentary units. These units are now elongated along a north-easterly trending structural zone that has been metamorphosed to schist. The massive sulfide-type mineralization occurs as lens-shaped units trending north-easterly and dipping at approximately 20° to 40° to the northwest. The major sulfide zone minerals are sphalerite and chalcopyrite. Pyrite is ubiquitous. Potentially economic gold-silver-copper-zinc mineralization is present to varying degrees, and is divided into five main types, as summarized in Table 1-1. 78 Table 1-1: Mineralization Types Horizon Oxide Sulfide Mineralization Type Gossan Massive Pyrite Massive Pyrite-Magnetite Enriched Disseminated Sulfide Table from OreWin, 2019 The units are cut by later north-westerly trending post-mineralization structures. The characteristics of the Gediktepe mineralization have been interpreted as a convex-up massive sulfide type deposit, which implies a syngenetic style of sulfide mineralization. Subsequent weathering and oxidation are responsible for the development of the oxide and gossan horizons. History Ownership History The Gediktepe mining licenses are held by Polimetal Mining Industry and Trade Inc., otherwise known as Polimetal Madencilik San. ve Tic. A.Ş., which was formed in 2011 as a joint venture (JV) company between Lidya (50%) and Alacer (50%). The Gediktepe deposit was discovered in 2012-2013 by the JV. Alacer entered into an agreement (the "2019 Share Purchase Agreement") with Lidya in July 2019 to sell its 50% non-operating ownership interest in the Project to Lidya, whereby Alacer retained the Gediktepe Royalties, consisting of a) a 10% NSR royalty on all oxide ore production, and b) a 2% NSR on all sulfide ore production. The sale to Lidya resulted in Lidya consolidating 100% control of Polimetal and the Gediktepe Project. Subsequently, Alacer and SSR Mining completed a merger transaction in September 2020, whereby Alacer became a wholly owned subsidiary of SSR Mining. EMX purchased the Gediktepe Royalties from SSR Mining upon closing of the Royalty Purchase Agreement on October 21, 2021. Historical Exploration and Drilling 79 There were five phases of core (DD) and reverse circulation (RC) exploration drilling at Gediktepe, commencing in 2013 and ending in 2018. This resulted in 438 DD holes totaling 56,898 meters and 191 RC holes totaling 13,229 meters. Of the total drillhole database, a subset of drilling comprised of 624 DD and RC holes totaling 68,968 m was used for geological modelling and resource estimation work in the PFS19 report by OreWin. Historical Grade Estimation Historical resource block model grades were estimated using either ordinary kriging (OK) or inverse distance weighting to the power of two (ID2). Depending on the domain being estimated, composites of either 1 m or 2 m (notional) length were used. The modelled estimates were assessed for levels of geological confidence, and classified into Measured, Indicated, and Inferred categories, referencing CIM guidelines (CIM, 2014). The Mineral Resource tonnages and grades were reported using NSR cut-offs and constrained within an optimized pit. Historical Mineral Resources The PFS19 historical Measured, Indicated, and Inferred Mineral Resources and combined Measured plus Indicated Resources for the Project at specified NSR cut-offs are presented in Table 1-2. The more-detailed breakdown of Mineral Resources by mineralogy-type is included in Section 6 of the Technical Report. Table 1-2 summarizes "Historical Estimates" within the meaning of NI 43-101. The source of the estimates is Section 14 of PFS19, as repeated in TR20. The historical estimates set forth in Table 1-2 do not use categories of mineral resources other than the ones set out in the CIM Definition Standards and Section 1.2 of NI 43-101. For further details on the parameters utilized in the estimates, the reader is referred to Section 14 of PFS19. A qualified person has not performed sufficient work to classify the historical resource estimates as current mineral resources, and DAMA is not treating the historical estimates as current. Significant data compilation, confirmation drilling, re-sampling and data verification may be required by, or under the supervision of, a qualified person before the historical estimates can be classified as current mineral resources. The historical resource estimates are considered to be relevant and are presented for the purpose of describing the extent and nature of mineralization as presently understood. The historical resource estimates should not be relied upon until verified by a qualified person. 80 Table 1-2: Historical Gediktepe PFS19 Mineral Resources Tonnes (kt) - 3,999 3,999 Tonnes (kt) 2,674 23,544 26,217 Tonnes (kt) 23 2,958 2,981 Tonnes (kt) 2,674 27,542 30,216 Au (g/t) - 0.67 0.67 Au (g/t) 2.71 0.74 0.94 Au (g/t) 0.95 0.53 0.54 Au (g/t) 2.71 0.73 0.9 Grade Cu (%) - 1.01 1.01 Grade Cu (%) 0.1 0.85 0.78 Grade Cu (%) 0.23 0.76 0.76 Grade Cu (%) 0.1 0.87 0.81 Ag (g/t) - 25.1 25.1 Ag (g/t) 66.3 27.6 31.5 Ag (g/t) 21.8 20.2 20.3 Ag (g/t) 66.3 27.2 30.7 Zn (%) - 1.83 1.83 Zn (%) 0.1 1.69 1.53 Zn (%) 0.14 1.16 1.16 Zn (%) 0.1 1.71 1.57 Pb (%) - 0.34 0.34 Pb (%) 0.47 0.33 0.34 Pb (%) 0.12 0.27 0.27 Pb (%) 0.47 0.33 0.34 Au |(koz) - 86 86 Au (koz) 233 560 792 Au (koz) 1 51 51 Au (koz) 233 645 878 Metal Ag (koz) - 3,221 3,221 Metal Ag (koz) 5,703 20,865 26,568 Metal Ag (koz) 16 1,926 1,941 Metal Ag (koz) 5,703 24,086 29,790 Cu (kt) - 40 40 Cu (kt) 3 200 203 Cu (kt) 0 22 23 Cu (kt) 3 241 243 Zn (kt) - 73 73 Zn (kt) 3 399 402 Zn (kt) 0 34 34 Zn (kt) 3 472 475 MEASURED Total Oxide Total Sulfide Total Measured INDICATED Total Oxide Total Sulfide Total Indicated INFERRED Total Oxide Total Sulfide Total Inferred MEASURED + INDICATED Total Oxide Total Sulfide Total M + I Table from OreWin, 2019 Notes (reference to Mineral Resources is used in the context as Historical Mineral Resources): 1 CIM definitions were followed for the Mineral Resources. 2 Effective Date of the Mineral Resources is March 5, 2019. 3 Mineral Resources were estimated within geologic domains by either ordinary kriging or inverse distance. 4 Mineral Resources are reported at NSR cut-offs of $20.72/t for oxide and $17.79/t for sulfide using the mineral reserve metal prices x 1.14 (+14%) and variable metal recoveries according to material and mineralization type (refer to Table 1-3 of this Technical Report and the PFS19 report for details). 5 Mineral Resources have been constrained using an optimized pit shell, to reflect reasonable prospects of economic extraction. 6 Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. 7 Mineral Resources are inclusive of Mineral Reserves, except for mining losses and grade dilution, which are determined through re-blocking of the resource model after declaration of the Mineral Resource. 8 Mineral Resources are quoted on a 100% project basis. 9 Totals may not match due to rounding. Historical Mineral Reserves The historical PFS19 Gediktepe Mineral Reserves, reported according to the CIM guidelines, are summarized in Table 1-3. Due to their polymetallic nature, the oxide and sulfide portions of the historical Mineral Reserves are quoted at different NSR cut-offs based on metal prices, metal recoveries, and on and off-site processing costs. Table 1-3 summarizes "Historical Estimates" within the meaning of NI 43-101. The source of the estimates is Section 15 of PFS19, as repeated in TR20. The historical estimates set forth in Table 1-3 do not use categories of mineral reserves other than the ones set out in the CIM Definition Standards and Section 1.3 of NI 43-101. For further details on the parameters utilized in the estimates, the reader is referred to Section 15 of PFS19. 81 A qualified person has not performed sufficient work to classify the historical reserve estimates as current mineral reserves, and DAMA is not treating the historical estimates as current mineral reserves. Significant data compilation, confirmation drilling, re-sampling, data verification and updating of metal prices, engineering assumptions, and economic parameters may be required by a qualified person before the historical estimates can be classified as current. The historical reserve estimates are considered to be relevant and are presented for informational purposes to describe the extent and nature of mineralization on the Project as presently understood. The historical reserve estimates should not be relied upon until verified by a qualified person. Table 1-3: Historical Gediktepe PFS19 Mineral Reserves Classification Tonnes (kt) Grade Contained Metal Au (g/t) Ag (g/t) Cu (%) Zn (%) Au (koz) Ag (koz) Cu (kt) Zn (kt) Proven Probable Proven & Probable Proven Probable Proven & Probable Table from OreWin, 2019 - 2,755 2,755 3,620 14,960 18,580 - 2.34 2.34 0.68 0.89 0.85 Oxide - 56.7 56.7 Sulfide 26.7 33.1 31.8 - - - 1.03 0.89 0.92 - - - 1.93 1.99 1.98 - 207 207 79 429 509 - 5,020 5,020 3,105 15,903 19,008 - - - 37 133 170 - - - 70 298 368 Notes (reference to Mineral Reserves is used in the context as Historical Mineral Reserves): 1 CIM definitions were followed for the Mineral Reserves. 2 Effective Date of the Mineral Reserve is March 5, 2019. 3 Mineral Reserves were reported using an NSR based on metal prices of $1,300/oz Au, $18.5/oz Ag, $3.30/lb Cu, and $1.28/lb Zn, smelter terms for treatment and refining charges and transport including ocean freight for sulfide concentrates. 4 Cut-offs applied were: oxide $20.67/t and sulfide $17.74/t. Additionally, enriched mineralization with a Cu/Zn grade ratio < 0.75 is considered to be waste. 5 Reported Mineral Reserves incorporate and include mining losses and grade dilution that are not reported in the Mineral Resource. 6 Only Measured Mineral Resources (and dilution) were used to report Proven Mineral Reserves and only Indicated Mineral Resources (and dilution) were used to report Probable Mineral Reserves. 7 Mineral Reserves are a subset of, not additive to, the Mineral Resources and are quoted on a 100% project basis. 8 Totals may not match due to rounding. Historical Mining Methods The historical PFS19 and TR20 reports propose a conventional open pit mining operation using excavators and trucks. The operation will start with the oxide zone of the deposit based on AMC Consultants Pty Ltd's ("AMC") and Lidya's mining studies. After finishing the oxide zone, the sulfide zone of the reserve will be produced. Open pit mining will be carried out by conventional diesel-powered truck and excavator, with small mining equipment (3-4 m3-excavator) used for selective mining. An experienced mining contractor will be employed for both waste removal and ore mining. The mining activities will be supervised by Lidya's team. The oxide zone operation will be performed on benches of 5 m considering ore control block dimension & slope. The operation bench height might have to change to 2.5 m as sulfide zone mining starts in order to be more selective and to decrease dilution. Historical Recovery Methods 82 The laboratory metallurgical test work programs demonstrated that oxide and sulfide types of material require different treatment methods for the Gediktepe deposit. In the treatment of oxide material, two different cyanidation alternatives have been described in the PFS19 and TR20 reports. One flowsheet alternative summarized in PFS19 is a heap leach circuit with application of 45 days cyanidation followed by Merrill Crowe processing (zinc precipitation) to produce gold-silver dore. The other alternative proposed in the PFS19 is carbon in pulp (CIP) circuit comprising metal adsorption onto carbon, desorption of recovered metal and refining. The TR20 report focused entirely on a refined heap leach - Merrill Crowe recovery approach. The sulfide sample test results showed that saleable flotation concentrate products can be produced from conventional comminution and flotation processes. Historical Site Infrastructure The Project requires several infrastructure items in order to operate, including: Heap Leach Pad, Waste Storage Facility, Water and Power Supply, Access Road, Mine Site Buildings, and Water Diversion Channels. Additional infrastructures will be added during the sulfide ore stage which include a Tailing Storage Facility (TSF), ROM Pad and Stockpile Area, and both Copper and Zinc Concentrate Areas. Historical Environmental Studies, Permitting and Social or Community Impact Various environmental baseline studies are described in PFS19 including an EIA. Another EIA report will be compiled when the Project design is finalized at the end of the Project feasibility studies, which remains pending as of the effective date of this Technical Report. The Project has had the support of the local community since 2012. There are no protection areas near the Project area. Historical Other Relevant Data and Information Various components of other relevant data and information have been addressed in TR20. The Project execution plan developed by Lidya includes two main stages; 1) Finalize detailed design and construction of the oxide portion of the Project, and 2) Further feasibility studies of the sulfide portion of the Project. Progress regarding the execution plan was observed during DAMA's site visits as outlined in Section 12 of the Technical Report. Historical Conclusions and Recommendations Recommendations from PFS19 and TR20 are included for the Mineral Resources, Mining Methods, Process and Metallurgical Test Work, and Site Infrastructure. Historical PFS19 and TR20 suggest further work be completed to reduce uncertainty in resource classification categories, mining methods, processing and metallurgical of sulfides, and infrastructure design in order to complete a feasibility study. Data Verification 83 Polimetal (Lidya) granted DAMA (Sabri Karahan, General Manager, and Mustafa Atalay, Senior Geologist, CPG) and EMX personnel (Eric Jensen, EMX General Manager of Exploration) two limited pre-planned site visits. These site visits were on August 16, 2021, and December 9, 2021. EMX has requested access to technical and other key data (e.g., ESG, permitting, etc.) from Polimetal (Lidya). However, these requests have not yet been granted as of the effective date of this Technical Report. EMX will continue seeking access to key data to further understand the Gediktepe Project's exploration potential, resources and reserves, and anticipated near term and life of mine production schedules. Conclusions and Recommendations Based upon the historical information available from the pre-feasibility reports, and a more recent internal report provided by Lidya, DAMA is unaware of any significant factors or risks that may affect access, title, or the right or ability for Polimetal (Lidya) to continue to advance the Project to commercial production. The Project is covered by EMX NSR royalty interests as described in this Technical Report. Conclusions and recommendations include: Resource classification categories assigned to Gediktepe estimates are sufficient for a prefeasibility assessment. However, more work is recommended in an effort to reduce uncertainty associated with variations in confidence levels of the resource classification categories. A more detailed plan will need to be outlined to maintain grade control with a high degree of accuracy. Mining studies have outlined a robust starter project focusing on the oxide portion of the deposit. As mining continues, precise pit slope excavation and management of in-pit water are crucial to liberate sulfide material found at the bottom of the pit and avoid prohibitive declines in recoveries. Polimetal (Lidya) selected a two stage crushing, conventional heap - Merrill Crowe processing flowsheet. DAMA has noted the following risks for oxide processing: "clayey' nature of ore during blending, slumping in open pit operations, and accumulation of copper in leach solution during oxide processing. DAMA recommends further investigation, clarification, and planning be conducted to resolve these risks. For the sulfide ore, OreWin identified risks associated with processing of enriched ore due to the pre-activation of zinc. OreWin recommends careful management of stockpile residence time to mitigate this risk. DAMA agrees with OreWin's assessment." Qualified Persons DAMA's Mustafa Atalay, CPG, Senior Geologist; Metin Alemdar, MIMMM, Senior Mining and Mineral Processing Engineer; Selim Yilmaz, MIMMM, Senior Mining and Mineral Processing Engineer; and Arif Umutcan Gelisen, MIMMM, Senior Mining and Mineral Processing Engineer, independent Qualified Persons as defined by NI 43-101 and authors of the Gediktepe Technical Report, have reviewed, verified and approved the above disclosure with respect to the Gediktepe Mine. 84 DESCRIPTION OF CAPITAL STRUCTURE EMX's authorized capital consists of two classes of equity securities, the Common Shares, of which there are an unlimited number, and an unlimited number of preferred shares without par value. As of March 23, 2023, EMX had 110,604,190 Common Shares and no preferred shares issued and outstanding. All of the issued Common Shares are fully paid and not subject to any future call or assessment. The Common Shares rank equally as to voting rights, participation and distribution of EMX's assets upon liquidation, dissolution or winding-up and the entitlement to dividends. Holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of shareholders of EMX. Each Common Share carries one vote at such meetings. Holders of Common Shares are also entitled to dividends if and when declared by the directors and, upon liquidation, to receive such portion of the assets of EMX as may be distributable to such holders. DIVIDENDS EMX has not, since its incorporation, paid any dividends on any of its Common Shares. EMX has no present intention to pay dividends, but EMX's Board of Directors will determine any future dividend policy on the basis of earnings, financial requirements and other relevant factors. See "General Development of Business - Risk Factors". The Company is prohibited from paying any dividend which would render it insolvent. The Common Shares are traded in Canada on the TSX-V and in the United States of America on the NYSE American under the symbol "EMX". The following sets forth the high and low market prices and the volume of the Common Shares traded on the TSX-Venture during the periods indicated: MARKET FOR SECURITIES January 2022 February 2022 March 2022 April 2022 May 2022 June 2022 July 2022 August 2022 September 2022 October 2022 November 2022 December 2022 85 High (C$) Low (C$) Volume 2.91 3.18 3.30 2.94 2.65 2.80 2.53 2.70 2.63 2.71 2.63 2.74 2.35 2.50 2.68 2.47 2.25 2.34 2.30 2.32 2.18 2.30 2.34 2.42 362,300 144,800 286,300 494,600 264,700 287,600 422,500 364,900 305,300 239,000 408,100 343,800 The following sets forth the high and low market prices and the volume of the Common Shares traded on the NYSE American during the periods indicated: High (US$) Low (US$) Volume January 2022 February 2022 March 2022 April 2022 May 2022 June 2022 July 2022 August 2022 September 2022 October 2022 November 2022 December 2022 2.33 2.50 2.58 2.34 2.07 2.23 1.97 2.12 1.98 2.02 1.95 2.04 1.85 1.94 2.10 1.90 1.72 1.81 1.77 1.80 1.57 1.66 1.69 1.77 3,705,000 2,300,000 3,725,200 3,747,100 2,514,000 1,685,900 2,089,000 2,407,300 3,162,500 2,082,300 2,272,700 2,487,400 The name, province or state and country of residence and position with the Company of each director and executive officer of the Company, and the principal business or occupation in which each director or executive officer has been engaged during the immediately preceding five years, effective on the date of this AIF, is as follows: DIRECTORS AND OFFICERS Name, Place of Residence and Position with Company(1) Brian Bayley (2) (3) (5) British Columbia Canada Christina Cepeliauskas British Columbia Canada David Cole Colorado United States of America Rocio Echegaray British Columbia Canada Sunny Lowe (2) (5) Ontario Canada Henrik Lundin (3) (4) (5) Oslo Norway Larry Okada (2) (4) British Columbia Canada Douglas Reed British Columbia Canada 86 Present and Principal Occupation during the last five years Executive Chairman of Earlston Investments Corp. (private merchant bank), January 2018 to present. President of Earlston Management Corp. (private management company), December 1996 to present. Director and officer of several private and public companies. Chief Administrative Officer of the Company, July 2020 to present. Former Chief Financial Officer of the Company from September 2008 to June 2020. President and CEO of the Company, March 2003 to present. Positions Held and Date of Appointment Director May 13, 1996 Chief Administrative Officer July 1, 2020 President, CEO and Director November 24, 2003 Corporate Secretary of the Company, November 2019 to present. Corporate Secretary of Prophecy Development Corp. from March 2019 to November 2019. Assistant to the Corporate Secretary of Minco Mining Group from April 2015 to April 2018. Corporate Secretary November 18, 2019 Chief Financial Officer of Solaris Resources Inc., a multi-asset copper company exploring and developing in the Americas. Director June 30, 2021 Former Chief Financial Officer of INV Metals Inc. (TSX: INV) a Canadian mineral resource company (2018 to 2021). Former Vice President, Finance and Vice President, Internal Audit, Kinross Gold Corporation (TSX: K) a senior gold mining company (2013 to 2018) Former Chairman and director of Gold Line Resources Ltd. (TSX-V: GLDL) a Canadian mineral exploration company (2020 - 2021). Director June 30, 2021 Former Chief Operating Officer at TAG Oil Ltd. Director of Transition Energy Int. AB., a private Swedish company Former Chief Financial Officer of Africo Resources Ltd. (publicly traded (TSX: ARL) mining company) until July 2016. Director June 11, 2013 Chief Financial Officer of the Company, July 2020 to present. Chief Financial Officer July 1, 2020 Former Corporate Controller of EMX Royalty Corporation from August 2010 to June 2020. 87 Name, Place of Residence and Position with Company(1) Geoff Smith (3) (4) Ontario Canada Michael Winn California United States of America Present and Principal Occupation during the last five years Positions Held and Date of Appointment Current President and COO of Carbon Streaming Corporation, an ESG principled company offering investors exposure to carbon credits. Former Managing Director in Scotiabank's investment banking division Director July 5, 2022 Executive Chairman of the Company, May 2012 to Present. President of Seabord Capital Corp. (private consulting company). President of Seabord Services Corp. (private management, administrative, and regulatory services company). Director and officer of various public resource companies. Chairman May 23, 2012 Director November 24, 2003 1. The information as to country of residence and principal occupation has been furnished by the respective directors and officers individually. 2. Denotes member of the Audit Committee. 3. Denotes member of the Compensation Committee. 4. Denotes member of the Environmental Social and Governance Committee 5. Denotes member of the Nominating Committee Each director's term of office expires at the next annual general meeting of EMX's shareholders.Shareholdings of Directors and Executive Officers As at March 23, 2023, the directors and executive officers, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 5,646,114 Common Shares representing approximately 5.1% of the outstanding Common Shares. Cease Trade Orders, Bankruptcies, Penalties or Sanctions Corporate Cease Trade Orders No current director or executive officer of EMX is, or within the ten years prior to the date of this AIF has been, a director, chief executive officer or chief financial officer of any company (including EMX), that was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued: while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Bankruptcy 88 To the best of EMX's knowledge, no director, executive officer or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company: is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director or executive officer of any company (including EMX) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceeding, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder. Penalties and Sanctions To the knowledge of EMX, as at the date of this AIF, no current director, executive officer, or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to: any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. Conflicts of Interest Directors and officers of EMX may, from time to time, be involved with the business and operations of other mining issuers, in which case a conflict may arise. See "Development of Business - Risk Factors" for more details. Audit Committee Information Information Concerning the Audit Committee of the Company, as required by National Instrument 52-110 Audit Committees of the Canadian Securities Administrators., is provided in Schedule A to this AIF. LEGAL PROCEEDINGS AND REGULATORY ACTIONS EMX has not been subject to any regulatory penalties or sanctions during the financial year, nor entered into any settlement agreements relating to securities legislation. INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS EMX is unaware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (i) any director or executive officer of EMX, (ii) a person or company that is, as of the date hereof, the direct or indirect beneficial owner of, or who exercises control or direction over, more than 10% of any class or series of EMX's outstanding securities, and (iii) any associate or affiliate of any person or company referred to in either (i) or (ii) above, in any transaction within the three most recently completed financial years or during the current financial year which has materially affected or would materially affect EMX or any of its subsidiaries. 89 TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for EMX is Computershare Investor Services Inc., Vancouver, British Columbia, Canada. MATERIAL CONTRACTS The material contracts of the Company entered into during the financial year ended December 31, 2022, or before such time that are still in effect, other than contracts entered into in the ordinary course of business: 1. Timok Royalties - as described above under "General Development of the Business" and "Mineral Properties" a. Royalty Sale Agreement between the Company and Euromax Resources Ltd ("Euromax") for acquisition of Euromax's NSR royalty interests over the Timok Project dated June 7, 2013 for consideration of C$200,000 (the "Royalty Sale Agreement"). b. Agreement for assignment of the NSR royalty interests over the Timok Project to the Company between the Company and Euromax dated June 7, 2013 and entered into pursuant to the Royalty Sale Agreement. c. Timok Royalty Agreement between Reservoir Capital Corp. and Euromax with respect to the NSR royalty interests over the Timok Project dated March 16, 2010. 2. SSR Acquisition - as described above under "General Development of the Business" a. Royalty Purchase Agreement between the Company and SSR Mining Inc. and certain of its subsidiaries ("SSR Mining") for acquisition of SSR's royalty portfolio dated July 29, 2021 for consideration of up to US$100,000,000, as amended and restated pursuant to the Amended and Restated Royalty Purchase Agreement between the Company and certain of its subsidiaries and SSR Mining and certain of its subsidiaries dated October 15, 2021. 3. Sprott Credit Facility - as described above under "General Development of the Business" a. Sprott Credit Agreement between the Company and Sprott Private Resource Lending II (Collector), LP dated August 16, 2021, as amended January 24, 2022 in the amount of US$44,000,000. 4. Caserones Acquisition - as described above under "General Development of the Business" and "Mineral Properties" 90 a. The Share Purchase Agreements between the Company and certain Caserones vendors for acquisition of the vendors' share interest in the Caserones mine royalty dated August 19, 2021 and September 2, 2021 for consideration of US$34,100,000. b. The Share Purchase Agreements between the Company and certain Caserones vendors for acquisition of the vendors' share interest in the Caserones mine royalty dated April 14, 2022 and May 12, 2022 for consideration of US$25,742,000. Names of Experts INTERESTS OF EXPERTS The following persons, firms and companies are named as having prepared or certified a report, valuation statement or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators by the Company during or relating to, its most recently completed financial year and whose profession or business gives authority to the report, valuation statement or opinion made by the person, firm or company. Name Davidson and Company LLP, Chartered Professional Accountants Kevin Francis, SME Registered Member Mineral Resource Management LLC DAMA Engineering Inc. Qualified Persons Mustafa ATALAY, M.Sc., CPG. Senior Geologist, Dama Engineering Metin ALEMDAR, M.Sc., MIMMM Senior Mining and Mineral Processing Engineer, Dama Engineering. Selim YILMAZ, M.Sc., MIMMM Senior Mining and Mineral Processing Engineer, Dama Engineering. Arif Umutcan GELİŞEN, B.Sc., MIMMM Senior Mining and Mineral Processing Engineer, Dama Engineering Gregory W. Walker, SME RM. Consulting Geologist Description Independent Auditors, Report of Independent Registered Public Accounting Firm dated March 27, 2023 for the consolidated financial statements as at and for the years ended December 31, 2022 and 2021. Qualified Person and Author of the Timok Technical Report. Qualified Persons and Authors of the Gediktepe Technical Report. Qualified Person and Author of the Caserones Technical Report. Name Dr. Eric P. Jensen, CPG Michael P. Sheehan, CPG Interests of Experts 91 Description Qualified Person and employee of the Company who has reviewed, verified, and approved the disclosure of the technical information contained in this AIF and the Company's Management Discussion and Analysis for the year ended December 31, 2022. Qualified Person and employee of the Company, who has reviewed, verified, and approved the disclosure of the technical information contained in this AIF and the Company's Management Discussion and Analysis for the year ended December 31, 2022. Davidson and Company LLP has advised the Company that it is independent of the Company within the rules of professional conduct of the Chartered Professional Accountants of British Columbia; and within the meaning of the federal securities laws administered by the Securities and Exchange Commission and the Canadian Public Company Accounting Oversight Board Ethics and Independence Rules and Standards. To the Company's knowledge, none of the experts named in the foregoing section (other than Eric Jensen and Michael Sheehan) had, at the time they prepared or certified such report, valuation statement or opinion, received after such time or will receive any registered or beneficial interest, directly or indirectly, in any securities or other property of the Company. Each of Eric Jensen and Michael Sheehan own less than 1% of the outstanding securities of the Company. None of such experts (other than Eric Jensen and Michael Sheehan) nor director, officer or employee of such experts is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associated or affiliate of the Company. Each of Eric Jensen and Michael Sheehan are employees of the Company. ADDITIONAL INFORMATION Additional information, including directors' and officers' remuneration and indebtedness, principal, is holders of the Company's securities, securities authorized for issuance under equity compensation plans, where applicable, is contained in the Company's Management's Information Circular for its most recent annual meeting of shareholders. Additional financial information is provided in the Company's financial statements and Management's Discussion and Analysis for its most recently completed financial year, all of which are filed on SEDAR. See Schedules A and B for the Audit Committee's charter and particulars of related matters. Other additional information related to the Company may be found on SEDAR at www.sedar.com. 92 SCHEDULE A AUDIT COMMITTEE CHARTER I. MANDATE The Audit Committee (the "Committee") of the Board of Directors (the "Board") of EMX Royalty Corporation (together with its subsidiaries, the "Company") shall assist the Board in fulfilling its financial oversight responsibilities by overseeing the accounting and financial reporting processes of the Company and the auditing of the financial statements of the Company. The Committee's primary duties and responsibilities under this mandate are to serve as an independent and objective party to: (a) (b) (c) (d) II. A. monitor the quality and integrity of the Company's financial statements and other financial information; ensure the Company's financial statements and other publicly available information complies with legal and regulatory requirements; appoint, compensate, retain and oversee of the work of the Company's independent external auditor (the "Auditor"); and review the performance of the Company's internal accounting procedures. STRUCTURE Composition The Committee shall be comprised of at least three directors of the Company, each of whom meets the independence, financial literacy and other requirements set out below. Each member of the Committee must meet the independence requirements of all applicable Canadian and United States securities laws and stock exchange rules, including the requirements of National Instrument 52-110 of the Canadian Securities Administrators ("NI 52-110") and the Corporate Governance Rules of the New York Stock Exchange (collectively, the "AC Rules") unless an exemption is available. No member of the Committee may, other than in his or her capacity as a member of the Committee, the Board, or any other committee of the Board, accept directly or indirectly any consulting, advisory or other "compensatory fee" (as such term is defined under applicable AC Rules) from, or be an "affiliated person" (as such term is defined under applicable AC Rules) of, the Company or any subsidiary of the Company unless an exemption or exception under applicable AC Rules is available. No member of the Committee shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years unless an exemption or exception under applicable AC Rules is available. Each member of the Committee must be able to read and understand financial statements of the nature and form issued by the Company. At least one member of the Committee must be "financially sophisticated" in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. An "audit committee financial expert" (as such term is defined under Item 407(d)(5)(ii) and (ii) of Regulation S-K under the United States Securities Act of 1933, as amended) is presumed to qualify as financially sophisticated. 93 In accordance with the Company's Articles, the members of the Committee shall be appointed by the Board following the Board's affirmative determination of such member's independence and shall serve until such member's successor is duly elected and qualified or until the earlier of (i) the end of the next annual general meeting of the Company's shareholders; (ii) the death of the member, or (iii) the resignation, disqualification or removal of the member. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board. B. Chair Unless the Board appoints a Chair of the Committee (the "Committee Chair"), the members of the Committee shall elect one member of the Committee as the Committee Chair by the majority vote of all of the members of the Committee. The Committee Chair shall call, set the agendas for, and chair all meetings of, the Committee. C. Sub-Committees The Committee may form and delegate authority to subcommittees consisting of one or more members of the Committee when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that a decision of such subcommittee to grant a pre-approval shall be presented to the full Committee at its next scheduled meeting. D. (a) Meetings and Quorum The Committee shall meet in person or by conference call as frequently as necessary to fulfil its duties respecting the Company's quarterly and annual financial statements but not less than on a quarterly basis as provided in this Charter. (b) At each meeting, a quorum shall consist of a majority of members comprising the Committee. (c) With the assistance of the Corporate Secretary of the Company, the Committee Chair shall be responsible for calling the meetings of the Committee, establishing meeting agendas with input from management and supervising the conduct of the meetings. (d) (e) (f) (g) Any member of the Committee, the Auditor, the Chairman of the Board or the Chief Financial Officer may also call a meeting by notifying the Company's Secretary who shall notify the members of the Committee. The Committee shall maintain minutes of its meetings, report regularly to the Board on its activities, and make recommendations to the Board as appropriate. The minutes of all meetings shall be recorded by the Corporate Secretary of the Company or such other person as appointed by the Committee Chair. The Committee shall meet with the Auditor and management annually to review the Company's financial statements in a manner consistent with, and to discharge its duties under, Section III of this Charter. 94 (h) (i) (j) The Auditor shall be given reasonable notice of, and be entitled to attend and speak at, each meeting of the Committee concerning the Company's annual financial statements and, if the Committee feels it is necessary or appropriate, at every other meeting. On request by the Auditor, the Committee Chair shall call a meeting of the Committee to consider any matter that the Auditor believes should be brought to the attention of the Committee, the Board or the shareholders of the Company. As part of its goal to foster open communication, the Committee may periodically meet separately with each of management and the Auditor to discuss any matters that the Committee believes would be appropriate to discuss privately. The Committee may invite to its meetings any director, any manager of the Company, and any other person whom it deems appropriate to consult in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate to exclude in order to carry out its responsibilities. Further, the Committee may hold unscheduled or scheduled meetings at which only members who are independent directors are present. III. DUTIES A. Introduction The following functions shall be the common recurring duties of the Committee in carrying out its mandate as outlined in Section I of this Charter. These duties should serve as a guide with the understanding that the Committee may fulfill additional duties and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the mandate of the Committee as outlined in Section I of this Charter. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern which the Committee in its sole discretion deems appropriate for study or investigation by the Committee. The Committee shall be given full access to the Company's internal accounting staff, books and records, managers, other staff and the Auditor as necessary to carry out these duties. While acting within the scope of its stated purpose, the Committee shall have all the authority of, but shall remain subject to, the Board. Notwithstanding the foregoing, the Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the Auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit or performing other audit, review or attest services for the Company. The Company must provide appropriate funding, as determined by the Committee, for payment of (i) compensation to the Auditor or any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any independent counsel or other advisors employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out the Committee's duties. B. Powers and Responsibilities 95 The Committee will have the following responsibilities and, in order to perform and discharge these responsibilities, will be vested with the powers and authorities set forth below, namely, the Committee shall: Independence of Auditor (a) (b) (c) (d) Actively engage in a dialogue with the Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Auditor and, obtain a formal written statement from the Auditor setting forth all relationships between the Auditor and the Company. Take, or recommend that the Board take, appropriate action to oversee the independence of the Auditor. Require the Auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company to report directly to the Committee. Review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the Auditor and former independent external auditor of the Company. Performance & Completion by Auditor of its Work (e) (f) (g) Be directly responsible for the appointment, compensation, retention and oversight of the work of the Auditor and any other registered public accounting firm engaged (including resolution of disagreements between management and the Auditor or such public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Review annually the performance of the Auditor and recommend to the Board either (i) to appoint a new Auditor or (ii) that the existing Auditor be re-elected. Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by the Auditor; provided, however, that pre-approval of services other than audit, review or attest services is not required if such services: i. constitute, in the aggregate, no more than 5% of the total amount of revenues paid by the Company to the Auditor during the fiscal year in which the services are provided; ii. were not recognized by the Company at the time of the engagement to be non- audit services; and iii. are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee. Preparation of Financial Statements 96 (h) (i) (j) (k) Discuss with management and the Auditor significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles, any major issues as to the adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies. Discuss with management and the Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company's financial statements or accounting policies. Discuss with management and the Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements. Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. (l) Discuss with the Auditor the matters required to be discussed relating to the conduct of any audit, in particular: i. The adoption of, or changes to, the Company's significant auditing and accounting principles and practices as suggested by the Auditor or management. ii. Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. iii. The qualifications and performance of the lead engagement partner to ensure that such partner has not served in that capacity for more than five fiscal periods and that the engagement team has the experience and competence to perform an appropriate audit. Public Disclosure by the Company (m) Review the Company's annual and quarterly financial statements, management discussion and analysis respecting earnings and provide the Committee's recommendation to the Board regarding this information. (n) (o) Review the Company's financial reporting procedures and internal controls to be satisfied that adequate procedures are in place for the review of the Company's public disclosure, including any news releases, of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph, and periodically assessing the adequacy of those procedures. Review any disclosures made to the Committee by the Company's Chief Executive Officer and Chief Financial Officer during their certification process of the Company's financial statements and public disclosure about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company's internal controls. Related Party Business Transactions (p) Review and approve related business party transactions if required under applicable AC Rules. Manner of Carrying Out its Mandate 97 (q) (r) (s) Consult, to the extent it deems necessary or appropriate, with the Auditor but without the presence of management, about the quality of the Company's accounting principles, internal controls and the completeness and accuracy of the Company's financial statements. Request that any officer or employee of the Company or the Company's outside counsel or Auditor attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. Have the authority, if it deems it necessary or appropriate, to engage independent legal counsel, and accounting or other advisers to advise the Committee. (t) Meet separately, if it deems it necessary or appropriate, with management and the Auditor. (u) Make periodic reports to the Board as necessary or required. (v) Review and reassess the performance of the Committee and the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. (w) Provide an open avenue of communication between the Auditor and the Board. (x) (y) Not delegate these responsibilities other than to one or more independent members of the Committee the authority to pre-approve, which the Committee must ratify at its next meeting, audit and permitted non-audit services to be provided by the Auditor. Review the adequacy of the Company's internal accounting and disclosure systems and its financial auditing and accounting organization and systems. C. Whistle-Blower Policy The Committee shall establish and annually review the procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. D. Limitation of Committee's Role While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the Auditor. E. Performance Evaluations 98 The Committee shall prepare and review with the Board an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this Charter. The performance evaluation shall also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation shall be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the Committee Chair or any other member of the Committee designated by the Committee to make the report. F. Review of Charter Each year, the Committee will review the need for changes in this Charter and recommend any proposed changes to the Board for approval. III. MODIFICATION OR WAIVER Any change in, or waiver of, this Charter must be reviewed and approved by the Board. Any amendments or waivers of this Charter will be disclosed as required by applicable laws, rules or securities market regulations. IV. PUBLIC DISCLOSURE OF CHARTER This Charter will be included on the Company's website. This Charter, as amended, was approved by the Board on February 23, 2023. 99 SCHEDULE B AUDIT COMMITTEE MATTERS Overview The Audit Committee of the Board of Directors of EMX Royalty Corporation is principally responsible for • • • • recommending to the Board the external auditor to be nominated for election by the Company's shareholders at each annual general meeting and negotiating the compensation of such external auditor. overseeing the work of the external auditor. reviewing the Company's annual and interim financial statements, MD&A and press releases regarding earnings before they are reviewed and approved by the Board and publicly disseminated by the Company. reviewing the Company's financial reporting procedures and internal controls to ensure adequate procedures are in place for the Company's public disclosure of financial information extracted or derived from its financial statements, other than disclosure described in the previous paragraph. Composition of the Audit Committee The Audit Committee consists of three directors all of whom are independent and financially literate. In addition, the Company's governing corporate legislation requires the Company to have an Audit Committee composed of a minimum of three directors, all of whom are not officers or employees of the Company. The Audit Committee complies with these requirements. The following table sets out the names of the members of the Audit Committee and whether they are 'independent' and 'financially literate'. Name of Member Brian Bayley Sunny Lowe Larry Okada, Chair Independent (1) Financially Literate (2) Yes Yes Yes Yes Yes Yes (1) To be considered to be independent, a member of the Committee must not have any direct or indirect 'material relationship' with the Company. A material relationship is a relationship which could, in the view of the Board reasonably interfere with the exercise of a member's independent judgment. (2) To be considered financially literate, a member of the Committee must have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. Relevant Education and Experience 100 The education and experience of each member of the Audit Committee relevant to the performance of his responsibilities as an Audit Committee member and, in particular, any education or experience that would provide the member with: 1. 2. 3. an understanding of the accounting principles used by the Company to prepare its financial statements; the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; and 4. an understanding of internal controls and procedures for financial reporting, are as follows: Name of Member Brian Bayley Education B.A. (Hon) - 1977 University of Victoria Victoria, BC M.B.A. - 1979 Queen's University Kingston, ON Sunny Lowe Chartered Professional Accountants of Ontario and British Columbia - 2001 M.B.A and B.B.A Schulich School of Business, York University, ON 1999-2002 Chartered Professional Accountants of Canada International Taxation, 2008 - 2010 Harvard Business School, Boston, Massachusetts - 2012 Experience Mr. Bayley is currently the Executive Chairman of Earlston Investments Corp., a private merchant bank. Mr. Bayley is also presently, and has over the course of the last 35 years, served as president, director or other senior officer positions of numerous public companies who prepare financial statements similar to those prepared by EMX Royalty Corp. and has experience actively supervising one or more persons engaged in the preparation of financial statements. Ms. Lowe brings over 20 years of capital markets, finance, and international accounting, tax and risk management experience mostly spent in the Mining Sector. Ms. Lowe is a Chartered Professional Accountant and holds an MBA from the Schulich School of Business at York University. She is currently the Chief Financial Officer of Solaris Resources Inc. Ms. Lowe was with INV Metals as Chief Financial Officer, at Kinross Gold Corporation, first as Vice President, Internal Audit & Enterprise Risk Management, and at Inmet Mining where she held leadership roles. 101 Education Experience Member of Institute of Chartered Professional Accountants of British Columbia - 1976 Member of Institute of Chartered Professional Accountants of Alberta - 2000 Certified Public Accountant - Washington State - 2000 Mr. Okada has been in public accounting practice with Deloitte, PricewaterhouseCoopers LLP and his own firm for over 43 years. Majority of his clients have been public mining companies listed on the TSX-V. Mr. Okada is a director and Audit Committee Chair for Forum Energy Metals Corp (TSX-V: FMC), Santacruz Silver Mining Ltd (TSX: SCZ), and Neo Battery Metals Ltd. (TSX: NBM). Name of Member Larry Okada Complaints The Audit Committee has established a "Whistleblower Policy" which outlines procedures for the confidential, anonymous submission by employees regarding the Company's accounting, auditing and financial reporting obligations, without fear of retaliation of any kind. If an applicable individual has any concerns about accounting, audit, internal controls or financial reporting matters which they consider to be questionable, incorrect, misleading or fraudulent, the applicable individual is urged to come forward with any such information, complaints or concerns, without regard to the position of the person or persons responsible for the subject matter of the relevant complaint or concern. The applicable individual may report their concern in writing and forward it to the Chairman of the Audit Committee in a sealed envelope labelled "To be opened by the Chairman of the Audit Committee only." Further, if the applicable individual wishes to discuss any matter with the Audit Committee, this request should be indicated in the submission. Any such envelopes received by the Company will be forwarded promptly and unopened to the Chairman of the Audit Committee. Promptly following the receipt of any complaints submitted to it, the Audit Committee will investigate each complaint and take appropriate corrective actions. The Audit Committee will retain as part of its records, any complaints or concerns for a period of no less than seven years. The Audit Committee will keep a written record of all such reports or inquiries and make quarterly reports on any ongoing investigation which will include steps taken to satisfactorily address each complaint. The "Whistleblower Policy" is reviewed by the Audit Committee on an annual basis. Audit Committee Oversight Since the commencement of the Company's most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board. Reliance on Exemptions in NI 52-110 102 Since the commencement of the Company's most recently completed financial year, the Company has not relied on any exemption from 52-110, in who or in part. Pre-Approval Policies and Procedures The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as described in section III.B "Powers and Responsibilities - Performance & Completion by Auditor of its Work" of the Charter. External Auditor Service Fees (By Category) The following table discloses the fees billed to the Company by its external auditor during the last two financial years. Financial Year Ending Audit Fees (1) (C$) Audit Related Fees (2) (C$) Tax Fees (3) (C$) All Other Fees (4) (C$) December 31, 2021 December 31, 2022 230,000 290,000 78,500 105,500 Nil Nil Nil 7,000 (1) The aggregate fees billed by the Company's auditor for audit fees. (2) The aggregate fees billed for assurance and related services by the Company's auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not disclosed in the 'Audit Fees' column. (3) The aggregate fees billed for professional services rendered by the Company's auditor for tax compliance, tax advice, and tax planning. These services involved the preparation of the Company's corporate tax returns. (4) The aggregate fees billed for professional services other than those listed in the other three columns. LOCATION PROPERTY ROYALTY/PAYMENTS 103 Appendix A COMMODITY GROUP COMMODITY OPERATOR STATUS Argentina Australia, New South Wales Australia, Queensland Canada, British Columbia Canada, Manitoba Canada, Ontario Diablillos M18/Aguas Perdidas Koonenberry Queensland Gold E&L Nickel Mountain Hunter 1-12 Pyramid 1.0% NSR Precious Metals Silver-Gold 1.0% NSR Precious Metals Silver 3% NSR & AAR payments (NQM) 2.5% NSR & other payments 1.0% NSR 2.5% NSR 1.0% NSR Precious Metals Gold Precious Metals Gold-Copper Base Metals Nickel-Copper Precious Metals Precious Metals Gold Gold Gold Tartan Lake 2.0% NSR Precious Metals Birch/Uchi multiple groups Bruce Lake Bruce Lake- Camping Lake Bruce Lake - Pakwash North Cameron Lake East 1.5% NSR Precious Metals Gold 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Other payments Precious Metals Gold Gold Gold Gold Dagny Lake Other payments Base Metals Nickel-Copper- Gold Precious Metals Precious Metals Gold Gold AbraSilver Resources AbraSilver Resources KNB & Rockwell Many Peaks Gold Pty Ltd Garibaldi Resources Cassair Gold Norra Metals Corp Satori Resources Angel Wing Metals Inc Portofino Prime Meridian Goldon Gold Hunter Resources Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Advanced Royalty Exploration Exploration Exploration Exploration Exploration Balkan Mining Exploration Shafer Resources Exploration BTU Metals Exploration Dash Lake Dixie Halo Dixie 17-18-19 - Eastern Vision Confederation South - Dixie Lake2 Confederation South - Dixie Lake 3 Fairchild Lake Gerry Lake - Eastern Vision Jackson Manion Kwai Lang Lake Cabin Bay North - Leo Longlegged Lake Lucky 7 1.5% NSR & other payments 0.75% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Gold Trillium Gold Exploration Precious Metals Gold Trillium Gold Exploration Precious Metals Gold Trillium Gold Exploration Precious Metals Precious Metals 1.5% NSR Precious Metals 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Gold Gold Gold Gold Gold Gold Gold Gold Fairchild Gold Exploration Trillium Gold Exploration Angel Wing Metals Inc Exploration Golden Goliath Exploration Cross River Ventures Exploration Trillium Gold Exploration Silver Dollar Resources Exploration Trillium Gold Exploration LOCATION PROPERTY ROYALTY/PAYMENTS Manitou Project Maskootch McDonough East McDonough Pipestone McVicar Lake Nabish Lake North Pakwash Pakwash Lake Red Lake Gold 1 Red Lake Gold - Gullrock Lake Red Lake Gold - Duchess Red Lake Gold - Red Lake Red Lake Gold - Tilly Rex Lake South Sandy Pines/Fly Lake/Joy Shabu - Cross River Shabu - Mastadon - Taura Gold South of Otter Swain Lake Fernet Portage River Canada, Ontario Canada, Quebec 104 COMMODITY GROUP Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 3.0% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments COMMODITY OPERATOR STATUS Gold Gold Gold Gold Gold Gold Gold Gold Gold Gold Cross River Ventures Cross River Ventures Exploration Exploration Musk Metals Exploration Goldon Exploration Goldon Exploration Cross River Ventures Heritage Mining Exploration Exploration Trillium Gold Exploration Silver Dollar Resources Exploration Pacton Gold Exploration 2.5% NSR Precious Metals 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 2% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Base Metals Nickel-Copper- Cobalt Double O Seven Exploration Precious Metals Gold Pistol Bay Exploration Precious Metals Gold Cross River Ventures Exploration 1.5% NSR Precious Metals Gold Mastadon Exploration 1.5% NSR & other payments 1.5% NSR 1.0% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Precious Metals Gold Gold Gold Gold Portofino Exploration Pacton Gold QCX Gold Corp Exploration Exploration Frontline Gold Exploration Arrieros 1.0% NSR Base Metals Chile Block 4 Block 3 1.0% NSR Base Metals 1.0% NSR Base Metals Caserones 0.7335% NSR Base Metals Copper- Molybdenum- Gold Copper- Molybdenum Copper- Molybdenum Copper- Molybdenum Pampa Metals Corp Pampa Metals Corp Pampa Metals Corp JX Nippon Exploration Exploration Exploration Producing Royalty LOCATION PROPERTY ROYALTY/PAYMENTS 105 COMMODITY GROUP COMMODITY OPERATOR STATUS Cerro Blanco 1.0% NSR Base Metals Cerro Buenos Aires 1.0% NSR Base Metals Copper- Molybdenum- Gold Copper- Molybdenum- Gold-Silver Challacollo 2.0% NSR Precious Metals Silver-Gold Kolla Kananchiari - Bronce Weste 1% NSR precious metals, 0.5% NSR base metals Precious Metals Gold-Copper- Silver Las Animas 1.5% NSR Base Metals Copper-Gold Limbo 1.0% NSR Precious Metals Gold-Silver Magallanes 1.0% NSR Precious Metals Gold-Silver Morros Blancos Redono- Veronica San Guillermo 1.0% NSR Base Metals 1.0% NSR Base Metals Copper-Gold- Molybdenum Copper- Molybdenum 0.5% NSR Precious Metals Gold-Silver San Valentino 1.0% NSR Base Metals Copper-Gold- Molybdenum T4 1.5% NSR Base Metals Copper-Gold Chile Gold-Silver / Copper- Molybdenum Gold-Silver- Copper PGE-Nickel- Copper-Gold Victoria Norte 2.0% NSR Precious Metals Victoria Sur 1.0% NSR Precious Metals Finland Kaukua Oijarvi 2% NSR Base Metals 1%/3% NSR Precious Metals Gold-Silver Grand Bois 0.5% NSR Precious Metals Gold-Copper Grand Bois & Surrounding Properties La Miel La Mine Haiti 0.5% NSR Base Metals Copper-Gold 0.5% NSR Precious Metals Gold-Copper 0.5% NSR Precious Metals Gold-Copper North Central 0.5% NSR Precious Metals Gold-Copper Northeast 0.5% NSR Precious Metals Gold-Copper Northwest 0.5% NSR Base Metals Copper-Gold Mexico, Durango El Mogote 2.0% NSR Precious Metals Gold-Silver Pampa Metals Corp Pampa Metals Corp Aftermath Silver Masglas America Corporation Atacama Copper Exploration Ltd Austral Gold Ltd Austral Gold Ltd Pampa Metals Corp Pampa Metals Corp Austral Gold Ltd Atacama Copper Exploration Ltd Atacama Copper Exploration Ltd Hochschild Mining PLC Pampa Metals Corp Palladium One Gold Line Resources Sono Global Holdings Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Industrias Peñoles Exploration Exploration Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Mexico, Durango San Agustin Sulfides 2.0% NSR Precious Metals Gold Argonaut Gold Exploration LOCATION PROPERTY ROYALTY/PAYMENTS 106 COMMODITY GROUP COMMODITY OPERATOR STATUS Mexico, Sinaloa San Marcial 0.75% NSR Base Metals Norway Bamble Bleikvassli Burfjord Espedalen Flat Hosanger Kjoli Lokken Meraker Mofjell - Mo- i-Rana Rostvangen Sagvoll Sigdal Sulitjelma Vakkerlien 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR, AAR's & equity interest 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments Silver-Gold- Zinc-Lead Nickel-Copper- Cobalt-PGE Zinc-Lead- Copper Base Metals Base Metals Base Metals Copper-Gold Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Nickel-Copper- Cobalt Nickel-Copper- Cobalt-PGE Nickel-Copper- Cobalt Copper-Zinc- Lead Copper-Zinc- Lead Copper-Zinc- Gold Copper-Lead- Zinc-Gold Nickel-Copper- Cobalt GR Silver Martin Laboratories EMG Ltd Norra Metals Corp Norden Crown Metals Corp Kendric Resources Martin Laboratories EMG Ltd Kendric Resources Capella Minerals Ltd Capella Minerals Ltd Norra Metals Corp Mahive Minerals AB Playfair Mining Ltd Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Base Metals Nickel-Copper Minco Silver Exploration Base Metals Nickel-Copper- Cobalt Kendric Resources Exploration Base Metals Zinc-Copper Minco Silver Exploration Base Metals Nickel-Copper- Cobalt Copper-Silver- Manganese-Zinc Playfair Mining Ltd Aftermath Silver Exploration Advanced Royalty Peru Berenguela 1.0% - 1.25% NSR Base Metals Serbia Jasikovo East - Durlan Potok Timok - (Brestovac West license Timok - Cukaru Peki Blabarliden Faboliden Norra Sweden Fiskeltrask Gumsberg Kankberg Norra 0.5% NSRS1 Base Metals Copper-Gold Zijin Mining Exploration 2.0% NSR on Au and Ag, 1% NSR other metals Precious Metals Gold Zijin Mining Exploration 0.5% NSRS1 Base Metals Copper-Gold Zijin Mining 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments Precious Metals Precious Metals Gold Gold Base Metals Ni-Cu-Co Base Metals Zinc-Lead- Silver Precious Metals Gold Gold Line Resources Capella Minerals Ltd Bayrock Resources Ltd Norden Crown Metals Corp Gold Line Resources Producing Royalty Exploration Exploration Exploration Exploration Exploration LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY OPERATOR STATUS Sweden Kattisavan Klippen Kukasjarvi Mjovattnet Njuggtraskliden Nottrask Paubacken Skogstrask Solvik Storjuktan Svardsjo Tomtebo Viscaria Vuostok Akarca Balya 3% NSR & other payments 1% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 1-3% NSR & other payments 4% NSR & other payments 107 COMMODITY GROUP Precious Metals Precious Metals Gold Gold Base Metals Ni-Cu-Co Base Metals Base Metals Nickel-Copper- Cobalt-PGE Nickel-Copper- Cobalt-PGE Base Metals Ni-Cu-Co Precious Metals Gold Base Metals Ni-Cu-Co Precious Metals Precious Metals Gold Gold Base Metals Base Metals Copper-Zinc- Lead-Silver- Gold Copper-Zinc- Lead-Silver- Gold Base Metals Ni-Cu-Co Precious Metals Gold-Silver Base Metals Zinc-Lead- Silver Gold-Silver / Copper-Zinc- Gold-Silver 1.0% NSR Base Metals Copper (Iron) Turkey Gediktepe Oxide / Sulfide 10.0% NSR Oxide / 2.0% NSR Sulfide Precious Metals Sisorta 3.5-5% NSR & other payments Precious Metals Gold (Copper) Bahar Madencilik Yenipazar 6.0% - 10.0% NPI Precious Metals Gold-Silver- Zinc-Copper- Lead Virtus Mining/Trafigura 64 North - Goodpaster - West Pogo 64 North - Goodpaster - South Pogo 64 North - Goodpaster - Shaw 64 North - Goodpaster - Eagle 64 North - Goodpaster - LMS 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold Millrock Resources Millrock Resources Millrock Resources Millrock Resources Millrock Resources USA, Alaska Gold Line Resources Gold Line Resources Bayrock Resources Ltd Martin Laboratories EMG Ltd Martin Laboratories EMG Ltd Bayrock Resources Ltd Gold Line Resources Bayrock Resources Ltd Gold Line Resources Gold Line Resources Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration District Metals Exploration District Metals Exploration Copperstone Resources Bayrock Resources Ltd Çiftay Esan Lidya Madencilik Advanced Royalty Exploration Advanced Royalty Producing Royalty Producing Royalty Advanced Royalty Advanced Royalty Exploration Exploration Exploration Exploration Exploration 108 LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold Millrock Resources Millrock Resources Millrock Resources Millrock Resources Exploration Exploration Exploration Exploration Exploration Base Metals Copper Kennecott Exploration Co Base Metals Copper South32 Exploration Base Metals Copper-Lead- Zinc-Silver South32 Exploration Base Metals Copper South32 Exploration Base Metals Copper South32 Exploration Base Metals Copper Intrepid Metals Exploration 64 North - Goodpaster - Last Chance 64 North - Goodpaster - East Pogo 64 North - Goodpaster - Divide 64 North - Goodpaster - Chisna Copper King Copper Springs Hardshell Skarn Jasper Canyon Malone Mesa Well Parks Salyer Red Top Superior West Miller Mountain Robber Gulch USA, Alaska USA, Arizona USA, Idaho 2.0% NSR, AMR & Milestone Payments 2% production and other payments 2.0% NSR & AMR Payments 2% production and other payments 2% production and other payments 2% production and other payments 1.5% NSR & other payments 2.5% NSR/AMR & Milestone Payments 2% NSR, AMR & Milestone Payments 3.5% NSR/AMR & Milestone Payments 3.25% NSR & other payments Base Metals Copper Base Metals Copper Base Metals Copper Precious Metals Gold Precious Metals Gold Awakening 2% NSR Precious Metals Gold Bottle Creek 2% NSR Precious Metals Gold Brooks 4% NSR Precious Metals Cathedral Well Gold Bar South - Afgan 2.5% NSR Precious Metals 1% NSR Precious Metals Gold Gold Gold USA, Nevada Grass Valley 2% NSR Precious Metals Gold Leeville 1% GSR Precious Metals Gold Maggie Creek Maggie Creek South NP Placers Richmond Mountain 2% NSR on precious metals; 1% NSR on other metals Precious Metals Gold 3% NSR Precious Metals > Of 50 cents/yd3 or 4% NSR & AAR Payments 4% NSR, AAR & Milestone Payments Precious Metals Precious Metals Gold Gold Gold Arizona Sonoran Copper Zacapa Resources Kennecott Exploration Co Zacapa Resources Ridgeline Exploration Corp Nevada Exploration Inc. Nevada Exploration Inc. Nevada Gold Mines Gold Royalties Corp McEwen Mining Inc Nevada Exploration Inc. Nevada Gold Mines Renaissance Gold Inc Nevada Gold Mines New Gold Recovery Stallion Gold Corp Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Producing Royalty Exploration Producing Royalty Exploration Exploration Exploration Exploration 109 LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS Selena 3.25% production, AMR & Milestone Payments Precious Metals Gold Silver Peak 1.5% NSR Precious Metals Silver-Gold USA, Nevada USA, Oregon USA, Utah South Grass Valley Speed Goat Swift Yerington West-Roulette Golden Ibex Copper Warrior 2% NSR Precious Metals Gold 4% NSR & other payments 3.25% production, AMR & Milestone Payments 20% carried to feasibility or 2.5% NSR 1% NSR Precious Metals Precious Metals Base Metals Precious Metals 2.0% NSR Base Metals Gold Gold Copper Gold Copper Ophir 2.0% NSR Base Metals Copper Ridgeline Minerals Millennium Silver Corp Nevada Exploration Inc. Hochschild Mining PLC Ridgeline Minerals Hudbay Minerals Golden Ibex Warrior Metals Inc Kennecott Exploration Co Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Qualified Person Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the list of EMX royalty assets. 110 Appendix B Summary of Mineral Reserve Estimates for Royalty Assets as of March 2023 The following Mineral Reserves have been estimated in accordance with CIM guidelines or acceptable foreign codes, including the JORC Code and the PERC Code. Contained metal does not account for recovery losses. The current Mineral Reserves in the following tables represent the most recent publicly disclosed figures by the operators of the royalty assets in which EMX has an interest. Rows and columns may not add up due to rounding. Please refer to 'Notes' for additional information on each asset. GOLD Current Reserves Notes Timok UZ Leeville Gold Bar South SILVER 1 2 3 Current Reserves Notes Balya COPPER 4 Current Reserves Notes Timok UZ 1 ZINC Current Reserves Notes Balya LEAD 4 Current Reserves Notes Balya 4 Tonnes (Kt) Proven (P) Au (g/t) Au (Koz) Tonnes (Kt) 27,121 Probable (P) Au (g/t) 2.06 Au (Koz) P+P Au (Koz) 1,792 1,792 Not available Not available 1,900 1.05 66 66 Tonnes (Kt) Proven (P) Ag (g/t) Not available Ag (Koz) Tonnes (Kt) Probable (P) Ag (g/t) Ag (Koz) Not available Proven (P) Cu % Tonnes (Kt) Cu (Kt) Probable (P) Tonnes (Kt) 27,121 Cu % 3.25 Cu (Kt) 882 882 Tonnes (Kt) Proven (P) Zn % Not available Zn (Kt) Tonne s (Kt) Probable (P) Zn % Zn (Kt) Not available Tonnes (Kt) Proven (P) Pb % Not available Pb (Kt) Tonnes (Kt) Probable (P) Pb % Pb (Kt) Not available P+P Zn (Kt) P+P Pb (Kt) P+P Ag (Koz) P+P Cu (Kt) 1. 2. 3. Timok is considered by EMX to be a material property for the purposes of NI 43-101. EMX has filed an Amended and Restated Technical Report prepared by Mineral Resource Management LLC dated March 25, 2022 titled "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" which has an effective date of December 31, 2020. The Technical Report restates the Mineral Reserve estimate reported by Zijin for Timok Project's Upper Zone Mineral Reserve estimate as reported in Zijin's 2020 Annual Report issued on April 28, 2021, which estimate was verified and conformed to the requirements of NI 43-101. That estimate is materially the same as originally stated by previous operator and former reporting issuer, Nevsun Resources Ltd., in its Technical Report dated August 7, 2018 titled "NI 43-101 Technical Report - Timok Copper-Gold Project, Serbia: Upper Zone Prefeasibility Study and Resource Estimate for the Lower Zone" which has an effective date of June 19, 2018 and filed on SEDAR. The Mineral Reserve estimate reported by Zijin has been conformed to the requirements of NI 43-101. Contained metal as thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. The Company is aware that Zijin's 2021 Annual Report, published in May 2022 and which can be found in the public domain, included year-end 2021 reserve statements for the Timok Upper and Lower Zones. However, the Company cautions that these reserve statements do not meet CIM guidelines or NI 43-101 reporting standards and should not be relied upon. Leeville reserve estimates are not available from operator Nevada Gold Mines LLC. Gold Bar South reserve estimate accessed from McEwen Mining Inc.'s web site on March 20, 2022 https://www.mcewenmining.com/operations /reserves-and-resources/default.aspx and referenced from McEwen's Technical Report dated February 22, 2021 titled "Gold Bar Project Form 43-101F1 Technical Report Feasibility Study Eureka County, Nevada" which has an effective date of January 7, 2021 and been filed on SEDAR. 111 4. Balya in-house reserve estimate by private Turkish company Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. does not meet NI 43-101 disclosure requirements. Summary of Historical Estimates of Reserves for Royalty Assets March 2023 The historical estimates of reserves summarized in the following tables are relevant in that they provide context for the quantities and grades of mineralization as currently known to EMX. The historical estimates are relevant and reliable for providing this context. There are no more recent estimates or data available to EMX, unless otherwise noted. A Qualified Person has not done sufficient work to classify the historical estimates as current Mineral Reserves and EMX is not treating the historical estimates as current Mineral Reserves. Compilation, review, and verification of geological, engineering, metallurgical, and other relevant data, as well as independent field assessment and sampling will be needed to establish the historical estimates as current Mineral Reserves. Contained metal does not account for recovery losses. The historical estimates of reserves reflect the most recent publicly disclosed figures for the royalty assets in which EMX has an interest. Rows and columns may not add up due to rounding. Unless otherwise noted, the historical estimates use reserve categories of proven and probable as set out in section 1.3 of NI 43-101. Please refer to 'Notes' for additional information on each asset. GOLD Historical Reserves Notes Gediktepe (oxide) Gediktepe (sulfide) Yenipazar 1 1 2 SILVER Historical Reserves Notes Gediktepe (oxide) Gediktepe (sulfide) Yenipazar 1 1 2 COPPER & MOLYBDENUM Historical Reserves* Notes Caserones (Minerals to Dump Leach) Caserones (Minerals to Concentrator (Sulfides)) 3 3 Proven (P) Au g/t Tonnes (Kt) Au (Koz) 3,620 0.68 79 Proven (P) Ag g/t Tonnes (Kt) Ag (Koz) 3,620 26.7 3,105 Probable (P) Tonnes (Kt) 2,755 14,960 29,170 Au g/t 2.34 0.89 0.88 Probable (P) Tonnes (Kt) 2,755 14,960 29,170 Agg/t 56.7 33.1 29.4 Au (Koz) 207 429 825 Ag (Koz) 5,020 15,903 27,572 P+P Au (Koz) 207 509 825 P+P Ag (Koz) 5,020 19,008 27,572 Tonnes (Kt) Cu Total % Cu (Kt) Mo % Mo (Kt) 288,000 0.24 691 604,000 0.37 2,235 0.0139 84 *Historical reserves not reported as Proven and Probable per section 1.3 of NI 43-101. See Note 3. COPPER Historical Reserves Notes Gediktepe (sulfide) Yenipazar 1 2 ZINC Historical Reserves Notes Gediktepe (sulfide) Yenipazar 1 2 Proven (P) Probable (P) Tonnes Kt 3,620 Cu % Cu Kt 1.03 37 Tonnes (Kt) 14,960 29,170 Cu % 0.89 0.30 Proven (P) Zn % Tonnes (Kt) 3,620 1.93 Probable (P) Zn (Kt) 70 Tonnes (Kt) 14,960 29,170 Zn % 1.99 1.40 Cu (Kt) 133 88 Zn (Kt) 298 408 P+P Cu (Kt) 170 88 P+P Zn (Kt) 368 408 112 LEAD Historical Reserves Notes Yenipazar 2 Proven (P) Pb % Tonnes (Kt) Pb (Kt) Probable (P) Tonnes (Kt) 29,170 Pb % 0.95 Pb (Kt) P+P Pb (Kt) 277 277 1. 2. 3. Gediktepe is considered by EMX to be a material property for the purposes of NI 43-101. EMX filed a Technical Report dated March 21, 2022 prepared by DAMA Engineering Inc. titled "Gediktepe Project - Balıkesir Province, Turkey NI 43-101 Royalty Technical Report" which has an effective date of February 1, 2022. The Technical Report includes the Gediktepe historical estimates referenced from Technical Report dated April 3, 2019 and filed on SEDAR by Alacer Gold Corp. (formerly a reporting issuer in Canada) titled "Gediktepe 2019 Prefeasibility Study" which has an effective date of March 26, 2019. Basic assumptions for the historical estimate include: (a) reported using NSR based on metal prices of $1,300/oz Au, $18.5/oz Ag, $3.30/lb Cu, and $1.28/lb Zn, metal recoveries according to mineralization type, smelter terms for treatment and refining charges and transport including ocean freight for sulfide concentrates, (b) cut-offs applied were oxide $20.67/t and sulfide $17.74/t, (c) enriched mineralization with a Cu/Zn grade ratio < 0.75 considered as waste, and (d) includes mining losses and grade dilution not reported in the historical resource. The historical estimate should not be relied on until verified by a Qualified Person. Yenipazar historical estimates are sourced from Technical Report dated May 23, 2014 filed on SEDAR by Aldridge Minerals Inc. (formerly a reporting issuer in Canada) titled "NI 43-101 Technical Report on the Yenipazar Optimization Study, Yozgat Province, Turkey" which has an effective date of April 15, 2014. Aldridge is now a privately held Turkish subsidiary of British Virgin Islands domiciled Virtus Mining Ltd. Basic assumptions for the historical estimate include: (a) open pit optimisation based upon the Lerchs-Grossman algorithm in CAE NPV Scheduler, (b) applied to resource blocks using mining, processing and G&A costs, pit slope criteria, and NSR block values, (c) Inferred resources considered as waste, (d) optimised open-pit shell used as basis for pit design, (e) estimated in-pit tonnage contained within the operational pit that meets or exceeds the cut-off criteria and subsequently applied the ore criteria (mining losses and dilution) to that tonnage, (f) NSR cutoffs of US $17/t for oxide and US $20/t for copper enriched and sulphide mineralization. The historical estimate should not be relied on until verified by a Qualified Person. Virtus' in-house Yenipazar 2019 Optimization Study Update Report (July 30, 2019) was based upon the historical estimates from Aldridge's 2014 Technical Report. There were no changes to the reported historical reserves. The Virtus report does not meet NI 43-101 disclosure standards. Contained metal as thousands of troy ounces and thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. Caserones is considered by EMX to be a material property for the purposes of NI 43-101. EMX filed a Technical Report dated March 1, 2022 titled "NI 43-101 Technical Report - Caserones Copper-Molybdenum Mine Royalty Region III, Chile" which has an effective date of February 28, 2022 and was prepared by independent Qualified Person Gregory Walker, RM SME. The Technical Report includes the Caserones historical estimate reported by JX Nippon Mining and Metals in its 2020 Annual Report dated May 31, 2021. The historical estimate uses categories other than the ones set out in section 1.3 of NI 43-101. This includes reporting "reserves" as "Minerals to Concentrator (Sulfides)" material in terms of tonnes, total copper (CuT %), and molybdenum (Mo ppm) and "Minerals to Dump Leach (Leachables)" material in terms of tonnes and total copper (CuT %), which are processed via conventional concentrator plant or leaching SX-EW leaching, respectively. The tonnes and grades of the "reserves" material are consistent with JX Nippon's forecast production over the projected life of mine (i.e., 17 years at year-end 2020). EMX's Qualified Person under NI 43-101 considers that the total material reported for each material type is equivalent to combined Proven and Probable Mineral Reserves. In its 2020 Annual Report, JX Nippon does not provide the detailed assumptions for the estimation of its reported "reserves" but does state 'Ore reserves are estimates of the amount of ore that can be economically and legally extracted from the Company's mining properties'. JX Nippon also states 'The Company estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological data on the size, depth, and shape of the ore body, and require complex geological judgments to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body.' JX Nippon also reports "CuS %" for the "Minerals to Concentrator (Sulfides)" material and "Minerals to Dump Leach (Leachables)" material as described in EMX's March 1, 2022 Technical Report and in this AIF. The historical estimate should not be relied on until verified by a Qualified Person. Contained metal as thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. 113 The Company is aware that JX Nippon's Annual Report from May 2022, which can be found in the public domain, included a year-end 2021 reserve statement for Caserones. The Company cautions that this reserve statement does not meet CIM guidelines or NI 43-101 reporting standards and should not be relied upon. Summary of Mineral Resource Estimates for Royalty Assets March 2023 The following Mineral Resources have been estimated in accordance with CIM guidelines or acceptable foreign codes, including the JORC Code and PERC Code. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability. Unless otherwise noted, Mineral Resources were reported by the operator inclusive of Mineral Reserves. Contained metal does not take into account recovery losses. The Mineral Resources in the following tables represent the most recent publicly disclosed figures by the operators of the royalty assets in which EMX has an interest. Please refer to 'Notes' for additional information on each asset. GOLD Current Resources Notes Timok UZ Timok LZ Leeville Gold Bar South Diablillos Kaukua Viscaria (tailings)* Akarca Sisorta SILVER Current Resources Diablillos Viscaria (tailings)* Akarca Balya COPPER Current Resources Timok UZ Timok LZ Viscaria (A, B, & D) Viscaria (tailings)* Kaukua Parks-Salyer** ZINC Current Resources Viscaria (tailings)* Balya LEAD Current Resources Balya 1 1 2 3 4 5 6 7 8 Notes 4 6 7 9 Notes 1 1 6 6 5 10 Notes 6 9 Notes 9 Tonnes (Kt) 2,200 Measured (M) Au (g/t) Au (Koz) 5.7 400 Not available 19,336 0.88 544.4 12,544 0.06 24.2 Not available Not available Indicated (I) Au (g/t) Au (Koz) M+I Au (Koz) 2.1 1,800 2,200 Tonnes (Kt) 26,600 2,300 31,978 38,200 164 Not available 0.99 0.73 0.07 0.05 Not available Not available 74 751.9 84 0.3 74 1,297 84 24.5 Tonnes (Kt) 13,900 1,659,000 Inferred Au (g/t) 0.90 0.18 Not available 300 2,216 30,800 1.06 0.51 0.08 Not available Not available (Koz) Tonnes (Kt) 19,336 12,544 Measured (M) Ag (g/t) 98 0.88 Not available Not available Ag (Koz) 60,634 355 Tonnes (Kt) 31,978 164 Indicated (I) Ag (g/t) Ag (Koz) 48,737 2 47 0.45 Not available Not available Measured (M) Tonnes (Kt) 2,200 14,560 12,544 Cu % Cu (Kt) 8.6 1.70 0.27 190 242 34 Indicated (I) Cu % 3.3 1.16 0.17 0.13 Tonnes (Kt) 26,600 20,520 164 38,200 Cu (Kt) 870 240 0.3 49.9 Measured (M) Tonnes (Kt) 12,544 Zn % Zn (Kt) 0.24 30 Tonnes (Kt) 164 Not available Indicated (I) Zn % Zn (Kt) 0.19 Not available 0.3 M+I Ag (Koz) 109,370 357 Tonnes (Kt) 2,216 Inferred Ag (g/t) 30 (Koz) Not available Not available M+I Cu (Kt) 1,050 482 34 49.9 M+I Zn (Kt) 31 Tonnes (Kt) 13,900 1,659,000 22,190 30,800 130,271 Inferred Cu % Cu (Kt) 1.60 0.86 0.90 0.14 1.015 Inferred Zn % Tonnes (Kt) Not available Measured (M) Indicated (I) M+I Inferred Tonnes (Kt) Pb % Pb (Kt) Tonnes (Kt) Pb % Pb (Kt) Pb (Kt) Tonnes (Kt) Pb % Pb (Kt) Not available Not available Not available IRON Current Resources Viscaria (A, B, & D) COBALT Current Resources Viscaria (tailings)* PALLADIUM Current Resources Kaukua PLATINUM Current Resources Kaukua NICKEL Current Resources Kaukua 114 Measured (M) Indicated (I) M+I Inferred Tonnes (Kt) Notes 6 Fe % Fe (Kt) Tonnes (Kt) 11,710 Fe % Fe (Kt) Fe (Kt) 28.4 3,321 3,321 Tonnes (Kt) 4,300 Fe % Fe (Kt) 30.2 1,298 Notes 6 Tonnes (Kt) 12,544 Measured (M) Co ppm Co (Kt) Indicated (I) Co ppm Tonnes (Kt) Co (Kt) M+I Co (Kt) Tonnes (Kt) Inferred Co ppm Co (Kt) 145 1.82 164 146.0 0.02 1.84 Measured (M) Indicated (I) Tonnes (Kt) Pd g/t Pd Koz Tonnes (Kt) 38,200 Pd g/t 0.61 M+I Pd Koz Pd Koz 744 744 Inferred Tonnes (Kt) 30,800 Pd g/t Pd Koz 0.52 516 Measured (M) Indicated (I) Tonnes (Kt) Pt g/t Pt Koz Tonnes (Kt) 38,200 Pt g/t 0.22 M+I Pt Koz Pt Koz 264 264 Inferred Tonnes (Kt) 30,800 Pt g/t Pt Koz 0.2 197 Measured (M) Indicated (I) Tonnes (Kt) Ni% Ni (Kt) Tonnes (Kt) 38,200 Ni % 0.11 M+I Ni Koz Ni (Kt) 41.5 41.5 Inferred Tonnes (Kt) 30,800 Ni % Ni (Kt) 0.14 42.6 Notes 5 Notes 5 Notes 5 *Approximately 33% of the Viscaria (tailings) Mineral Resources are covered by EMX's royalty. **Approximately 25% of the Parks-Salyer project's Mineral Resources are covered by EMX's royalty. 1. 2. 3. 4. Timok is considered by EMX to be a material property for the purposes of NI 43-101. EMX filed an Amended and Restated Technical Report dated March 25, 2022 titled "NI 43-101 Technical Report - Timok Copper-Gold Project Royalty, Serbia" which has an effective date of December 31, 2020 prepared by Mineral Resource Management LLC. The Technical Report restates, as required by NI 43-101, the Mineral Resource estimate reported by Zijin for Timok Project's Upper Zone Mineral Resource and Lower Zone Mineral Resource in Zijin's 2020 Annual Report issued on April 28, 2021, which estimate was verified and conformed to the requirements of NI 43-101. The estimates are materially the same as originally stated by previous operator and former reporting issuer, Nevsun Resources Ltd., in its Technical Report dated August 7, 2018 titled "NI 43-101 Technical Report - Timok Copper-Gold Project, Serbia: Upper Zone Prefeasibility Study and Resource Estimate for the Lower Zone" which has an effective date of June 19, 2018 and was filed on SEDAR. The Mineral Resource estimate reported by Zijin has been conformed to the requirements of NI 43-101. The Company is aware that Zijin's 2021 Annual Report, published in May 2022 and which can be found in the public domain, included year-end 2021 resource statements for the Timok Upper and Lower Zones. However, the Company cautions that these resource statements do not meet CIM guidelines or NI 43-101 reporting standards and should not be relied upon. Leeville resource estimate not available from operator Nevada Gold Mines LLC. Gold Bar South Mineral Resource estimate accessed from McEwen Mining Inc.'s web site on March 20, 2022 https://www.mcewenmining.com /operations/reserves-and-resources/default.aspx and referenced from McEwen's Technical Report dated February 22, 2021 titled "Gold Bar Project Form 43-101F1 Technical Report Feasibility Study Eureka County, Nevada" which has an effective date of January 7, 2021 and was filed on SEDAR. Diablillos Mineral Resource estimate referenced from AbraSilver Resources Corp.'s report filed on SEDAR titled "NI 43-101 Technical Report Mineral Resource Estimate Diablillos Project" with effective and report dates of October 31, 2022 and November 28, 2022 respectively. 115 5. 6. 7. 8. 9. Kaukua Mineral Resource estimate referenced from Palladium One's Technical Report dated May 27, 2022 titled "Technical Report Deposition the Läntinen Koillismaa Project, Finland Report for NI 43-101" which has an effective date of April 25, 2022 and been filed on SEDAR. Contained metal originally reported in terms of palladium equivalent (Pd Eq). Contained metal as thousands of troy ounces and thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. Viscaria resource estimates (JORC Code and PERC Code) accessed from Copperstone Resources AB web site on March 20, 2022 https://copperstone.se/en_gb/mineral-resources/ and technical reports from November 2020 ("Mineral resource inventory report - Viscaria D zone"), and February, 2022 ("Mineral Resource Estimate, Viscaria Tailings Facility"). Resource categories for the A, B, and D zones summed for tonnes and contained metal, with EMX's Qualified Person under NI 43-101 calculating the weighted average grades. Contained metal as thousands of troy ounces and thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. EMX's royalty does not cover all estimated Mineral Resources for the Viscaria tailings facility. EMX's Qualified Person under NI 43-101 has made an estimate that the royalty covers approximately 33% of the Mineral Resource for the tailings facility. Akarca in-house resource estimate by private Turkish company Çiftay İnşaat Taahhüt ve Ticaret A.Ş. does not meet NI 43-101 disclosure requirements. Sisorta in-house resource estimate by private Turkish company Bahar Madencilik Sinayi ve Ticaret Ltd Sti does not meet NI 43-101 disclosure requirements. Balya in-house resource estimate by private Turkish company Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. do not meet NI 43-101 disclosure requirements. 10. Parks-Salyer Mineral Resource estimate referenced from Arizona Sornoran's news release dated September 28, 2022 and report titled "Parks/Salyer NI 43-101 Compliant Mineral Resource Estimate and Technical Report" with an effective date of September 26, 2022 and dated November 10, 2022 which has been filed on SEDAR. Summary of Historical Estimates of Resources for Royalty Assets March 2023 The historical estimates of resources summarized in the following tables are relevant in that they provide context for the quantities and grades of mineralization as currently known to EMX. The historical estimates are relevant and reliable for providing this context. There are no more recent estimates or data available to EMX, unless otherwise noted. A Qualified Person has not done sufficient work to classify the historical estimates as current Mineral Resources and EMX is not treating the historical estimates as current Mineral Resources. Compilation, review, and verification of geological, engineering, metallurgical, and other relevant data, as well as independent field assessment and sampling will be needed to establish the historical estimates as current Mineral Resources. Contained metal does not take into account recovery losses. The historical estimates of resources reflect the most recent publicly disclosed figures for the royalty assets in which EMX has an interest. Rows and columns may not add up due to rounding. Unless otherwise noted, the historical estimates use resource categories of measured, indicated and inferred as set out in section 1.2 of NI 43-101. Please refer to 'Notes' for additional information on each asset. GOLD Historical Resources Notes Gediktepe Yenipazar Challacollo Tartan Lake 1 2 3 7 Measured (M) Au (g/t) 0.67 Tonnes (Kt) 3,999 Au (Koz) 86 Indicated (I) Au (g/t) 0.94 0.95 0.27 6.32 Tonnes (Kt) 26,217 29,669 6,640 1,180 Au (Koz) 792 906 58 240 M+I Au (Koz) 878 906 58 240 Tonnes (Kt) 2,981 369 2,803 240 Inferred Au (g/t) 0.54 0.47 0.17 4.89 Au (Koz) 51 6 15 37 Caserones Gediktepe Yenipazar Berenguela MOLYBDENUM Historical Resources Caserones ZINC SILVER Historical Resources Notes Yenipazar Challacollo Berenguela San Marcial COPPER 2 3 4 6 Historical Resources Notes 116 Measured (M) Ag (g/t) Tonnes (Kt) Ag (Koz) 7,710 104 25,700 Indicated (I) Ag (g/t) 31.3 165 80 117 Tonnes (Kt) 29,669 6,640 28,200 7,609 Ag (Koz) 29,856 35,150 73,000 29,000 M+I Ag (Koz) 29,856 35,150 98,725 29,000 Tonnes (Kt) 369 2,803 9,970 3,390 Inferred Ag (g/t) 25.5 124 88 91 Ag (Koz) 303 11,144 28,200 10,000 Measured (M) Indicated (I) Tonnes (Kt) Cu % Cu (Kt) Tonnes (Kt) Not available 1.01 3,999 7,710 0.99 40 76 26,217 29,669 28,200 Cu % Cu (Kt) Not available 0.78 0.31 0.73 203 93 207 M+I Cu (Kt) Inferred Cu % Tonnes (Kt) Cu (Kt) Not available 0.76 0.18 0.67 2,981 369 9,970 23 0.7 67 243 93 283 5 1 2 4 Measured (M) Indicated (I) Notes 5 Tonnes (Kt) Mo % Mo (Kt) Tonnes (Kt) Not available Mo % Mo (Kt) Not available M+I Mo (Kt) Tonnes (Kt) Inferred Mo % Not available Mo (Kt) Measured (M) Indicated (I) M+I Inferred Historical Resources Notes Gediktepe Yenipazar Berenguela San Marcial LEAD 1 2 4 6 Tonnes (Kt) 3,999 1.83 Zn % Zn (Kt) 7,710 0.34 Tonnes (Kt) 26,217 29,669 28,200 7,609 Zn % Zn (Kt) Zn (Kt) 1.53 1.47 0.30 0.5 402 436 85 39 475 436 111 39 Tonnes (Kt) 2,981 369 9,970 3,390 Zn % Zn (Kt) 1.16 1.89 0.20 0.35 34 7.0 20.0 12 73 26 Historical Resources Notes Yenipazar San Marcial 2 6 Measured (M) Tonnes (Kt) Pb % Pb (Kt) Indicated (I) Tonnes (Kt) 29,669 7,609 Pb % Pb (Kt) 1.01 0.3 299 24 M+I Pb (Kt) 299 24 Tonnes (Kt) 369 3,390 Inferred Pb % 0.94 0.1 Pb (Kt) 3.5 3.6 1. 2. Gediktepe is considered by EMX to be a material property for the purposes of NI 43-101. EMX filed a Technical Report dated March 21, 2022 titled "Gediktepe Project - Balıkesir Province, Turkey NI 43-101 Royalty Technical Report" which has an effective date of February 1, 2022 and was prepared by DAMA Engineering Inc. The Technical Report includes the Gediktepe historical resource estimates referenced from Technical Report filed by Alacer Gold Corp. (formerly a reporting issuer in Canada) on SEDAR dated April 3, 2019 titled "Gediktepe 2019 Prefeasibility Study" which has an effective date of March 26, 2019. Basic assumptions for the historical estimate include: (a) open pit constrained, (b) estimated within geologic domains by ordinary kriging or inverse distance, (c) reported at NSR cut-offs of $20.72/t for oxide and $17.79/t for sulfide using mineral reserve metal prices x 1.14 (+14%) and metal recoveries according to mineralization type. The historical estimate should not be relied on until verified by a Qualified Person. Yenipazar historical estimate is sourced from Technical Report filed on SEDAR by Aldridge Minerals Inc. (formerly a reporting issuer in Canada) dated May 23, 2014 titled "NI 43-101 Technical Report on the Yenipazar Optimization Study, Yozgat Province, Turkey" which has an effective date of April 15, 2014. Aldridge is now a privately held Turkish subsidiary of British Virgin Islands domiciled Virtus Mining Ltd. Basic assumptions for the historical estimate include: (a) open pit constrained, (b) Ordinary Krige block model, and (c) reported at NSR cutoffs of USD 15/t for sulphides, USD 12/t for oxides, and USD 15/t for zones of Cu-enrichment based upon variable costs and recoveries by material type and metal prices of Cu USD 2.90/lb, Pb USD 0.95/lb, Zn USD 0.90/lb, Au USD 1,250/oz and Ag USD 20/oz. The historical estimate should not be relied on until verified by a Qualified Person. 117 Virtus Mining's in-house Yenipazar 2019 Optimization Study Update Report (July 30, 2019) was based upon the historical estimates from Aldridge's 2014 Technical Report. The Virtus report does not meet NI 43-101 disclosure requirements. Contained metal as thousands of troy ounces and thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. Challacollo historical resource estimate referenced is sourced from Aftermath Silver Ltd.'s Technical Report dated February 15, 2021 titled "Technical Report Challacollo Silver-Gold Mineral Resource Estimate" which has an effective date of December 15, 2020 and been filed on SEDAR. Basic assumptions for the historical estimate include: (a) open pit and underground constrained, (b) Ordinary Kriging and Inverse Distance (squared) block models, and (c) reported at an open pit cutoff of 35 g/t AgEq and an underground cutoff of 93 g/t AgEq. Silver equivalent ("AgEq") calculated as AgEq (g/t) = Ag (g/t) + 57.065 *Au (g/t) based upon US$20/oz Ag with recovery of 92% Ag and US$1,400/oz Au with recovery of 75%. The historical estimate should not be relied on until verified by a Qualified Person. Berenguela JORC (2012) historical resource estimate is sourced from AfterMath Silver's web site on March 20, 2022 https://aftermathsilver.com /projects/berenguela/historic-mineral-resource/ and Valor Resources Limited's (ASX listed Valor was a predecessor project operator) news release dated January 30, 2018. Basic assumptions for the historical estimate include: (a) grade shell constrained Ordinary Krige block model and (b) reporting cutoff of 0.5% CuEq. Copper equivalent (CuEq) calculated with Cu price of US$7202/tonne and recovery of 85%, Ag price of US$17.23/oz and recovery of 50%, and Zn price of US$3,377/tonne and recovery of 80%. The historical estimate should not be relied on until verified by a Qualified Person. Contained metal as thousands of troy ounces and thousands of metric tonnes calculated by EMX's Qualified Person under NI 43-101. Caserones is considered by EMX to be a material property for the purposes of NI 43-101. EMX filed a Technical Report dated March 1, 2022 titled "NI 43-101 Technical Report - Caserones Copper-Molybdenum Mine Royalty Region III, Chile" with an effective date of February 28, 2022 and was prepared by independent Qualified Person Gregory Walker, RM SME. The Caserones historical estimate for resources is not available from operator JX Nippon Mining and Metals. San Marcial historical estimate is sourced from Goldplay Exploration Ltd's (TSX-V listed Goldplay was the predecessor project operator) report titled "San Marcial Project Resource Estimation and Technical Report" dated June 10, 2020 and with an effective date of March 18, 2019. Basic assumptions for the historical estimate include: (a) mineralized domains created from a combination of logged geology and assay grades, (b) wire framed domains were used to constrain block model ordinary kriging interpolation utilizing dynamic anisotropy, (c) the resulting block model was reported at a 30 g/t AgEq cutoff within an optimized pit shell. Silver equivalent (AgEq) was calculated with an Ag price of US$18.50/oz and recovery of 85%, Pb price of US$0.95/lb and recovery of 95%, and Zn price of US$1.10/lb and recovery of 80%. Beneath the open pit underground resources were reported at a AgEq cutoff of 80 g/t. The historical estimate should not be relied on until verified by a Qualified Person. Tartan Lake historical estimate is sourced from Satori Resources report titled "Tartan Lake Project Technical Report, Manitoba, Canada" dated April 5, 2017 and with an effective date of February 20, 2017. Basic assumptions for the historical estimate include: (a) wire framed grade shells were used to constrain block model inverse distance squared, (b) the resulting block model was reported at an underground 3.0 g/t Au cutoff within the mineralized domains. The historical estimate should not be relied on until verified by a Qualified Person. 3. 4. 5. 6. 7. Technical and Third Party Information. Except where stated otherwise, reserve and resource (either current or historical) disclosure relating to properties and operations on the properties in which EMX holds a royalty interest is based on the most recent information publicly disclosed by the relevant (either current or historical) owners or operators of these properties and information available in the public domain. None of this information has been independently verified by EMX. As a royalty holder, EMX frequently has limited, if any, access to properties included in its royalty asset portfolio. Additionally, EMX may from time to time receive information from the owners and operators of the properties, which the Company is not permitted to disclose to the public. EMX is dependent on operators of the properties and their qualified persons for information, or on publicly available information, to prepare disclosure pertaining to properties and operations on the properties for which EMX holds royalty interests. EMX generally has limited or no ability to independently verify such information. Although EMX does not have any knowledge that such information may not be accurate, there can be no assurance that such third party information is complete or accurate. 118 US Investors. This AIF has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all mineral resource and reserve estimates have been prepared by the owners or operators of the properties (as and to the extent indicated by them) in accordance with NI 43-101 and CIM. Also see "Cautionary Note to US Investors Regarding Mineral Reserve and Resource Estimates" at the front of this AIF. Reconciliation to CIM Definitions. EMX has disclosed resource estimates covering properties related to royalty assets that are not based on Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") definitions, but instead have been prepared in reliance upon the JORC Code or PERC Code. Estimates based on Acceptable Foreign Codes are recognized under NI 43-101 in certain circumstances. In each case, the mineral resources reported are based on estimates previously disclosed by the relevant (current or historical) property owner or operator, without reference to the underlying data used to generate the estimates. Accordingly, EMX is not able to reconcile the resource and reserve estimates prepared in reliance on an Acceptable Foreign Code with that of CIM definitions. Historical Estimates. NI 43-101 permits an historical estimate made prior to the adoption of NI 43-101, or an historical estimate made prior to EMX's gaining an interest in a property, to be disclosed using the historical terminology if, among other things, the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (d) includes any more recent estimates or data available. Qualified Person. Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the Summaries for EMX's Royalty Assets of Mineral Reserves, Historical Mineral Reserves, Mineral Resources, and Historical Mineral Resources. EMX ROYALTY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2022 Page 1 of 43 GENERAL This Management's Discussion and Analysis ("MD&A") for EMX Royalty Corporation, (the "Company", or "EMX") has been prepared based on information known to management as of March 23, 2023. This MD&A is intended to help the reader understand the consolidated financial statements and should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2022 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All dollar amounts included therein and in the following MD&A are in United States dollars except where noted. Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management's expectations. Readers are encouraged to read the "Forward-Looking Information and Cautionary Statement" at the end of this MD&A. Additional information related to the Company, including our Annual Information Form and Form 40-F, are available on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of EMX's producing royalties as well as summaries of the Company's advanced royalties and royalty generation assets. For additional information, please see our website at www.emxroyalty.com. OVERVIEW EMX Royalty Corporation is in the business of organically generating royalties derived from a portfolio of mineral property interests. The Company augments royalty generation with royalty acquisitions and strategic investments. EMX's royalty and mineral property portfolio consists of 268 properties in North America, Europe, Turkey, Latin America and Australia. The Company's portfolio is comprised of the following: Producing Royalties Advanced Royalties Exploration Royalties Royalty Generation Properties 6 11 155 96 The Company's common shares are listed on the TSX Venture Exchange and the NYSE American Exchange under the symbol "EMX", and also trade on the Frankfurt Stock Exchange under the symbol "6E9". STRATEGY EMX's strategy is to provide our shareholders and other stakeholders exposure to exploration success and commodity upside through successful implementation of our royalty business. The Company believes in having a strong, balanced exposure to precious and base metals with an emphasis on gold and copper. The three key components of the Company's business strategy are summarized as: Royalty Generation. EMX's 19-year track record of successful exploration initiatives has developed into an avenue to organically generate mineral property royalty interests. The strategy is to leverage in-country geologic expertise to acquire prospective properties on open ground, and to build value through low-cost work programs and targeting. These properties are sold or optioned to partner companies for retained royalty interests, advance minimum royalty ("AMR") and annual advance royalty ("AAR") payments, project milestone payments, and other consideration that may include equity interests. Pre-production payments provide early-stage cash flows to EMX, while the operating companies build value through exploration and development. EMX participates in project upside optionality at no additional cost, with the potential for future royalty payments upon the commencement of production. Royalty Acquisition. The purchase of royalty interests allows EMX to acquire assets that range from producing mines to development projects. In conjunction with the acquisition of producing and pre-production royalties in the base metals, precious metals, and battery metals sectors, the Company will also consider other cash flowing royalty acquisition opportunities including the energy sector. Page 2 of 43 Strategic Investment. An important complement to EMX's royalty generation and royalty acquisition initiatives comes primarily from strategic equity investments in companies with under-valued mineral assets that have upside exploration or development potential. Exit strategies can include equity sales, royalty positions, or a combination of both. EMX has a combination of producing royalties, advanced royalty projects and early-stage exploration royalty properties providing shareholder's exposure to immediate cash flow, near-term development of mines, and long-term exposure to world class discoveries. Unlike other royalty companies, EMX has focused a significant portion of its expertise and capital toward organically generating royalties. We believe putting people on the ground generating ideas and partnering with major and junior companies is where EMX can generate the highest return for our shareholders. This diversified approach towards the royalty business provides a foundation for supporting EMX's growth and increasing shareholder value over the long term. HIGHLIGHTS Financial Updates for the Year Ended December 31, 2022 Revenue and other income for the year ended December 31, 2022 was $18,277,000 (2021 - $7,526,000). Adjusted revenue and other income1 of $25,403,000 (2021 - $11,044,000) included $7,126,000 (2021 - $3,518,000) in income for the Company's share of royalty revenue from the Caserones Mine (effective) royalty interest in Chile. Net income for the year ended December 31, 2022 was $3,349,000 (2021 - loss of $23,731,000). Operating cash flow for the year ended December 31, 2022 was $16,729,000 (2021 - cash used of $8,062,000). Adjusted operating cash flow1 from operations for the year ended December 31, 2022 was $21,953,000 (2021 – cash used of $6,356,000). As at December 31, 2022, EMX had cash and cash equivalents of $15,508,000 (December 31, 2021 - $19,861,000), investments, long-term investments and loans receivable valued at $14,561,000 (December 31, 2021 - $18,170,000) and loans payable of $40,489,000 (December 31, 2021 - $50,733,000). Corporate Updates Timok Dispute Update On January 27, 2022 the Company announced that it had suspended the filing of a Notice of Arbitration to Zijin Mining Group Ltd ("Zijin") regarding its royalty agreement covering the Timok project in Serbia, which includes the producing Cukaru Peki copper and gold mine. This suspension followed EMX's previous announcement of its intention to file the Notice of Arbitration to formally dispute the royalty rate as defined under the Royalty Agreement (see EMX news release dated December 17, 2021). Discussions with Zijin have since proved amicable and productive. Both companies are expecting to execute a modified royalty agreement in 2023. Settlement of the Bullion Litigation The Company's wholly owned subsidiary, Bullion Monarch Mining, Inc. ("Bullion"), reached a settlement with Barrick Gold Corporation ("Barrick") and Barrick affiliates and subsidiaries ("Barrick Entities") with respect to Bullion's claim of non-payment of royalties by the Barrick Entities to Bullion on production from properties in the Carlin Trend, Nevada. Bullion initiated litigation in 2008, before EMX acquired Bullion in 2012. Pursuant to the settlement, Barrick paid Bullion $25,000,000. Of the $25,000,000 settlement, $6,175,000 was paid as a fee to Bullion's Reno, Nevada lawyers. The settlement of the lawsuit did not affect our 1% gross smelter return royalty from portions of Nevada Gold Mine's Leeville, Carlin East, Four Corners, and other northern Carlin Trend underground gold mining operations (the "Leeville Royalty"), which continue to be paid. 1 Adjusted revenue and other income and adjusted cash provided by (used in) operating activities are non-IFRS financial measures with no standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-IFRS financial measures" section on page 36 of this MD&A for more information on each non-IFRS financial measure. Page 3 of 43 Acquisition of Additional Royalty Interest on Caserones EMX acquired an additional (effective) 0.3155% Net Smelter Return ("NSR") royalty on the Caserones Copper-Molybdenum Mine located in northern Chile for $25,742,000. When combined with EMX's (effective) 0.418% NSR interest acquired in August 2021 (see EMX news release dated August 17, 2021. EMX’s new total totals to an (effective) 0.7335% NSR royalty interest. Subsequent to the year ended December 31, 2022, the Company entered into certain agreements to acquire an additional 2.263% ownership in the underlying royalty holder, Sociedad Legal Minera California Una de la Sierra Peña Negra (“SLM”), for cash consideration of $3,517,000 pursuant to agreements with existing shareholders of SLM. The acquisition provides EMX with a further 0.0424% (effective) NSR interest in the Caserones property, increasing the Company’s NSR royalty interest to 0.7759%. Acquisition of Royalty Portfolio from Nevada Exploration EMX executed a purchase and sale agreement (the "Agreement") for a portfolio of royalties with Pediment Gold LLC, a wholly owned subsidiary of Nevada Exploration Inc. ("NGE") (TSX-V: NGE), for $500,000 (see EMX news release dated September 2, 2022). The portfolio consists of a 2% NSR royalty on NGE's Nevada gold exploration portfolio covering ~62.5 square miles in Nevada and includes four district-scale land positions as well as certain other interests. In addition, if NGE options, farms out, or sells a project, then beginning on the first anniversary of the third-party agreement, EMX will receive AARs of $20,000 that escalate $10,000 per year and are capped at $50,000. NGE has the right to buy back half of EMX's 2% NSR royalty by purchasing a 0.5% NSR interest for $1,000,000 any time prior to the 7th anniversary of the Agreement and then, if the first NSR interest has been purchased, may purchase the second 0.5% NSR interest any time prior to production for $1,500,000. Appointment of Independent Director EMX announced that Mr. Geoff Smith was appointed to the Board of Directors of the Company effective July 5, 2022. Mr. Smith brings to the board the benefit of 17 years of M&A and corporate finance experience having advised on or financed many of the largest, most complex and innovative streaming transactions in the past 10 years. Royalty and Royalty Generation Updates In 2022, the Company's royalty generation business was active in North America, South America, Europe, Turkey, Australia and Morocco. The Company spent $17,512,000 on royalty generation costs and recovered $8,577,000 from partners. Royalty generation costs include exploration related activities, technical services, project marketing, land and legal costs, as well as third party due diligence for acquisitions. During the year the Company also completed 10 partnerships across the portfolio while continuing to replace partnered properties with new royalty generation projects. In addition, our partners directly spent approximately $31,996,000 in exploration on the portfolio. In Thousands of Dollars EMX Expenditures Recoveries Net Expenditures Option and other property income Royalty partnerships executed Partnership expenditures 2021 14,483 (6,909) 7,574 3,476 25 20,600 Year Ended 2020 12,223 (5,937) 6,286 3,505 20 16,100 $ $ $ $ $ $ $ $ 2019 11,852 (5,485) 6,367 1,491 16 19,000 $ $ $ $ 2018 6,283 (1,415) 4,868 277 16 14,600 2022 17,512 (8,577) 8,935 9,591 10 31,996 $ $ $ $ $ $ $ $ Page 4 of 43 Highlights from 2022 include the following: Initial production royalty payments were received from the Company’s Gediktepe oxide gold (silver) Royalty Property and Balya North polymetallic Royalty Property in Turkey (see respective EMX news releases dated September 9, and September 15, 2022). From Gediktepe EMX recognized $3,709,000 in royalty revenue and $4,000,000 in deferred milestone payments which will be paid in Q2 2023. EMX earned $276,000 from the Balya North Royalty Property in 2022. EMX received a $3,000,000 milestone payment from Arizona Sonoran Copper Company, Inc. ("ASCU") (TSX: ASCU) based upon declared resources totaling 200 million pounds or more of contained copper covered by the Company's Parks-Salyer Royalty Property. ASCU's maiden resource for its Parks-Salyer project, which is partially covered by EMX's Royalty Property, was reported as total inferred underground resources of 143.6 million tons averaging 1.015% (total) copper and containing 2,915 million pounds of copper as oxide, enriched, and primary mineralization at variable cutoffs (see ASCU news release dated September 28, 2022). The Company retains a 1.5% NSR royalty covering the Parks-Salyer Royalty Property. In the US, the Company added to its growing royalty portfolio with the completion of five new royalty agreements, the advancement of more than twenty-five partner-funded work programs, including nine drill projects, the acquisition of four large royalty positions from Nevada Exploration covering key land positions in Nevada, and new generative work leading to the acquisition of a district-wide land position at Tonopah, Nevada as well as a large (approximately 1,890 hectares), prospective land position in the Silver Valley district in Idaho. For the year, partners spent more than $18,000,000 on EMX's early-stage US portfolio. EMX's Regional Strategic Alliance ("RSA") with South32 Limited ("South32") (ASX, LSE, JSE: S32; ADR: SOUHY) concluded in Q4 2022 after four years of generative exploration and project work. The Company is now following up on eleven priority projects identified by the RSA and retained by South32 for additional work, including an ongoing drill program at the Copper Springs porphyry copper project in Arizona's Globe-Miami district. In Canada, EMX programs advanced available properties in the portfolio as partners conducted multiple field programs, including drill programs on optioned and EMX royalty properties. EMX received C$577,000 in cash payments and C$52,000 in share equity payments during the year while partners spent more than $3,700,000 in exploration expenditures advancing the portfolio. EMX's Latin American royalty portfolio advanced through field programs by Austral Gold Limited (at Morros Blancos and Morros Colorado), Pampa Metals Corporation (Block 4), and drill programs conducted by AbraSilver Resource Corp. (Diablillos), Aftermath Silver Ltd (Berenguela), and GR Silver Mining Ltd (San Marcial). In particular, the drill programs continued to produce significant results that expanded known resources and added new discoveries at nearby targets. AbraSilver Resource Corp. ("AbraSilver") (TSX-V: ABRA) announced an updated, open pit constrained mineral resource estimate for the Diablillos project's Oculto deposit that included measured and indicated resources of 51.3 Mtonnes averaging 66 g/t silver (109 Moz contained Ag) and 0.79 g/t gold (1.3 Moz contained Au), as well as inferred resources of 2.2 Mtonnes averaging 30 g/t silver (2.1 Moz contained Ag) and 0.51 g/t gold (37 Koz contained Au) (see AbraSilver news release dated November 3, 2022). The updated resource was based upon drilling through Phase II. The ongoing Phase III drill program is designed to delineate a maiden resource estimate for the high-grade JAC zone discovery (see AbraSilver news release dated February 21, 2023). In Northern Europe the Company continued to develop its portfolio of projects, acquiring new gold and battery metals (nickel, copper and cobalt) royalty generation projects totaling nearly 175,000 hectares, and partnered four available properties. EMX also assisted with multiple partner-funded exploration and drilling programs. Overall, approximately $6,700,000 was spent by partners on EMX royalty properties in Northern Europe during 2022. Royalty generation programs proceeded in the Balkans and in Morocco, where multiple exploration license applications have been filed by the Company. New target areas are being assessed for further acquisitions. Page 5 of 43 Financing Updates Sprott Credit Facility The Company entered into a credit facility in 2021 with Sprott Private Resource Lending II (Collector), LP ("Sprott") totaling $44,000,000 (the "Credit Facility"). On January 24, 2022, the Company signed a credit agreement modification extending the maturity date to December 31, 2024. In connection with the extension, an additional 1.50% of the principal ($660,000) was added to the principal balance as at January 24, 2022. Private Placement with Franco-Nevada The Company completed a $10,000,000 private placement with Franco-Nevada Corporation ("Franco-Nevada"). The proceeds were used to acquire the additional (effective) 0.3155% NSR royalty on the Caserones open pit mine in northern Chile (see EMX's news release dated April 14, 2022). Franco-Nevada purchased 3,812,121 units at C$3.30 per unit. Each unit consisted of one common share of EMX and one warrant to purchase one common share of EMX for C$4.45 exercisable until April 14, 2027. Franco-Nevada now owns approximately 3.5% of the issued and outstanding shares of EMX on an undiluted basis. Repayment of Vendor Take Back Note The Company repaid in full the vendor take back note issued to SSR Mining Inc. totaling $8,319,000 including interest owed. Exercise of Stock Options granted by EMX 1,110,000 stock options were exercised pursuant to the Company's Stock Option Plan, which generated proceeds of $1,037,000 to EMX. Investment Updates As at December 31, 2022, the Company had marketable securities of $9,970,000 (December 31, 2021 - $7,409,000), and $4,591,000 (December 31, 2021 - $8,761,000) in private investments. The Company will continue to generate cash flow by selling certain of its investments when appropriate. Much of the investment portfolio was derived from strategic investments including Premium Nickel Resources Corporation ("PNR"), and royalty deals completed as part of our organic royalty generation business. Strategic Investment in Premium Nickel Resources From 2020 through 2022, EMX acquired 5,412,702 shares of PNR, a private company with nickel-copper-cobalt assets in Botswana. On April 26, 2022, PNR announced the execution of a definitive agreement for a reverse takeover transaction ("RTO") with North American Nickel Inc. (TSX:"NAN") to create a new reporting entity, Premium Nickel Resources Ltd ("PNRL"). PNRL began trading on the TSX Venture Exchange in Q3 of 2022, having completed the RTO process with NAN. As a result of the RTO transaction, EMX's interests were converted to 5,704,987 shares of PNRL, which represents roughly 5% of the issued and outstanding shares of PNRL. Page 6 of 43 OUTLOOK The 2023 year will continue to see revenue and other income coming from our cash flowing royalties, including Leeville in Nevada, Gediktepe in Turkey, potentially Timok in Serbia (pending conclusion of discussions with Zijin), and our effective royalty interest on Caserones in Chile. As in previous years, production royalties will continue to be complemented by option, advance royalty, and other pre-production payments from partnered projects across the global asset portfolio. As a royalty holder, the Company has limited, if any, access to information on properties for which it holds royalties. Additionally, the Company may receive information from the owners and operators of the properties, which the Company is not permitted to disclose to the public pursuant to the underlying agreement or the information is not NI 43-101 compliant. Accordingly, the Company has not, and does not anticipate that it will have the ability to, provide guidance or outlook as to future production. The Company will continue to strengthen its balance sheet over the course of the year by looking to retire portions of our long-term debt, continuing to evaluate equity markets, and the ongoing monetization of the Company's marketable securities. EMX is well positioned to identify and pursue new royalty and investment opportunities, while further filling a pipeline of royalty generation properties that provide opportunities for additional cash flow, as well as exploration, development, and production success. ROYALTY PORTFOLIO REVIEW EMX's royalty and royalty generation portfolio totals 268 projects on six continents. The following is a summary of the royalty portfolio that includes producing, advanced, and exploration project royalties. There are three material royalties covering the Gediktepe Mine in Turkey, the Timok Mine in Serbia, and the Caserones Mine in Chile. EMX has filed technical reports for Gediktepe, Timok, and Caserones that are available under the Company's issuer profile on SEDAR (www.sedar.com). In addition, the Leeville and Balya royalty properties are important to the Company, for current as well as projected future royalty cash flows. Appendix A includes a comprehensive table of EMX's royalty assets. Please see EMX's AIF for the year ended December 31, 2022 for a summary of resource and reserve statements for key royalty assets. For additional details on EMX's royalty and royalty generation portfolio, including specifics on the royalty terms, please refer to the Company's website (www.EMXroyalty.com) as well as the Company's AIF and financial statements for the year ended December 31, 2022. Producing Royalties Asset Location Operator Commodity Stage Royalty Interest Caserones Chile SCM Minera Lumina Copper Chile SpA Timok Leeville Serbia USA Zijin Mining Group Co, Ltd. Nevada Gold Mines LLC Gold Copper (Molybdenum) Copper-Gold Gediktepe Turkey Lidya Madencilik Anayi ve Ticaret A.S. Gold, Polymetallic Producing Producing Producing Effective 0.7335% NSR 0.5% NSR 1.0% GSR Producing - Oxide phase 10% NSR on oxide zone and 2% NSR on sulfide zone Balya Turkey Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. Zinc-Lead-Silver Development - initial production Gold Bar South Nevada McEwen Mining Inc. Gold Producing 4.0% NSR 1% NSR Page 7 of 43 Significant Updates Caserones, Chile - The Caserones open pit mine ("Caserones") is developed on a porphyry copper (molybdenum) deposit in the Atacama Region of Chile's Andean Cordillera. EMX holds an (effective) 0.7335 % NSR royalty interest covering the Caserones mine, as well as other nearby exploration targets, within a mineral concession package totalling approximately 17,000 hectares. The mine is operated by SCM Minera Lumina Copper Chile SpA ("MLCC"), which is 100% indirectly owned by JX Nippon Mining & Metals Corporation ("JX Nippon"). JX Nippon is a wholly owned subsidiary of Eneos Holdings Inc. ("Eneos"), which is listed on the Tokyo Stock Exchange. In 2022, EMX received approximately $5,224,000 related to its (effective) NSR royalty interest. These payments were based upon copper and molybdenum mine production between Q4 2021 and Q3 2022. The Q4 2022 distribution was received on February 27, 2023 and totaled approximately $898,000. These payments to EMX were after payment of Chilean taxes of approximately 27%. Caserones produces copper and molybdenum concentrates from a conventional crusher, mill and flotation plant, as well as copper cathodes from a dump leach and solvent extraction and electrowinning plant. In 2021 the mine produced 94,846 tonnes of fine copper in concentrate, 2,287 tonnes of fine molybdenum in concentrate, and 14,829 tonnes of fine copper in cathodes (see MLCC's 2021 Annual Report, dated May 30, 2022). MLCC has not yet disclosed mineral production figures for 2022; updated production figures are expected to be published in May of 2023. EMX's (effective) 0.7335% NSR royalty interest resulted from a) an initial 0.418% NSR royalty interest acquired in August 2021 (see EMX news releases dated August 17 and August 23, 2021) which was increased by b) an additional 0.3155% NSR royalty interest purchased in April 2022 (see EMX news release dated April 14, 2022). This additional royalty interest was acquired via EMX's purchase of a further 16.23% of the shares of Sociedad Legal Minera California Una de la Sierra Peña Negra ("SLM California") for $25,742,000, bringing EMX's total interest in SLM California to 37.73%. SLM California's sole purpose is to distribute its Caserones royalty income to its shareholders (i.e., EMX and others) as dividends after paying Chilean taxes on this income (hence an "effective" royalty interest). SLM California and Compañía Minera Caserones ("CMC") originally acquired the mineral concessions that overlie the Caserones deposit, and between them retain ownership of a 2.88% NSR royalty divided between SLM California (67.5%) and CMC (32.5%). Timok, Serbia - EMX's Timok Royalty is located in the Bor Mining District of Serbia and covers the Cukaru Peki copper-gold deposit. Cukaru Peki consists of a high-level body of high-grade, epithermal-style copper-gold mineralization referred to as the "Upper Zone", and a deeper body of porphyry- style copper-gold mineralization known as the "Lower Zone". EMX's Timok Royalty covering Cukaru Peki is stated to be a 0.5% NSR royalty in the royalty agreement. The royalty agreement contains a provision for the reduction of the royalty rate under certain circumstances, but EMX does not believe that those conditions have been satisfied. The Timok project is owned and operated by Zijin Mining Group Ltd ("Zijin"). Production from the Upper Zone of Cukaru Peki commenced in Q4-2021, and EMX announced its intent to seek arbitration to resolve an issue with Zijin about the royalty rate on the project (see EMX news release dated December 17, 2021). Amicable discussions with Zijin commenced shortly after EMX's announcement, leading the Company to suspend plans to file a notice of arbitration (see Company news release dated January 27, 2022). Discussions between EMX and Zijin continued throughout 2022 as both companies have agreed to work toward an updated royalty agreement document, which is anticipated to be completed in 2023. Leeville, Nevada - The Leeville 1% gross smelter return ("GSR") royalty covers portions of West Leeville, Carlin East, Four Corners, Rita K, and other underground gold mining operations and deposits in the Northern Carlin Trend of Nevada (the "Leeville Royalty"). The Leeville Royalty property is included in the Nevada Gold Mines LLC ("NGM") Barrick-Newmont Nevada joint venture. Page 8 of 43 Leeville Royalty payments to EMX totaled approximately $2,348,000 in 2022. Royalty production totaled 1,320 troy ounces of gold that were principally sourced from Four Corners (48%), West Leeville (25%), Monarch (15%), Carlin East (10%), and Rita K (3%). NGM continues to actively explore, add resources and reserves, and develop the Greater Leeville Complex, which includes the Company's Leeville Royalty Property. Gediktepe, Turkey - The Gediktepe VMS polymetallic deposit is located in western Turkey. The Gediktepe Royalties consist of: (i) a perpetual 10% NSR royalty over metals produced from the "oxide zone" (predominantly gold and silver) after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the "sulfide zone" (predominantly copper, zinc, lead, silver and gold), payable after cumulative production of 25,000 gold-equivalent sulfide ounces (gold-equivalent as referenced from an underlying 2019 Share Purchase Agreement). The Gediktepe Royalties were acquired as part of the SSR royalty portfolio transaction (see EMX news release dated July 29, 2021), and are being advanced by operator Lidya Madencilik ("Lidya"), a private Turkish company. The Gediktepe Mine reached a cumulative production of 10,000 gold equivalent ounces as referenced in the 2019 Gediktepe share purchase agreement between Alacer Gold Madencilik A.S. and Lidya Madencilik in June 2022, which triggered the 10% NSR royalty payments to EMX for all subsequent production of metals from oxide zone mining operation. EMX earned $3,709,000 in royalty revenue from the Gediktepe mine between Q3 and Q4 2022 and recognized $4,000,000 in deferred milestone payments which will be paid in Q2 of 2023. Balya, Turkey - The Balya royalty property is located in the historic Balya lead-zinc-silver mining district in northwestern Turkey. EMX holds an uncapped 4% NSR royalty on the "Balya North Deposit", which is operated by Esan Eczacibaşi Endüstriyel Hammaddeler San. ve Tic. A.Ş. ("Esan"), a private Turkish company. Esan operates a lead-zinc mine and flotation mill on the property immediately adjacent to EMX's Balya North royalty property. The initial phases of mining at Balya North commenced in late 2021, and production continued to ramp up in 2022 as mine construction was completed. EMX received its initial production royalty payment from the Balya North Mine in Q3 2022, which covered the limited production that took place during mine development. In total, EMX recognized $276,000 in royalty payments from the Balya property in 2022. In December 2022, EMX met with Esan representatives on site at Balya. Esan informed the Company that production from Balya North would be suspended starting in December and continuing into 2023. The initial production levels in the Balya North mine are enriched in clay materials, which caused difficulties with the crushing and processing circuits. Esan also encountered issues with reconciliation between the exploration models and materials extracted from the mining operations in the upper levels of the deposit. Esan is currently working to resolve these various issues and anticipates a recommencement of production in the latter part of 2023. In the meantime, work to advance the main decline and additional underground mine development will proceed. Gold Bar South, Nevada - EMX's Gold Bar South 1% NSR royalty property, operated by McEwen Mining Inc. (TSX & NYSE: MUX) ("McEwen"), covers a sediment-hosted, oxide gold deposit situated ~5.6 kilometers southeast of McEwen's Gold Bar open pit mining operation in north-central Nevada. McEwen significantly advanced development of the Gold Bar South operation during 2022. According to McEwen, Gold Bar South "…has a higher grade (concentration of gold per ton), half the strip ratio (the amount of rock that is required to be moved to reach the ore), and no problematic carbonaceous ore is present …" as compared to ore that was being mined from the Gold Bar open pit (see McEwen news release dated November 7, 2022). Most of the production in 2023 will shift to Gold Bar South, which is expected to contribute to lower costs and increased production from the Gold Bar operation. Initial Gold Bar South production commenced in December of 2022 (see McEwen news release dated December 21, 2022). EMX has yet to receive its first royalty revenue from McEwen for Gold Bar South production. Also see the Company's current AIF (YE 2022) for information on Gold Bar South resources and reserves. Page 9 of 43 Advanced Royalty Projects Asset Location Operator Commodity Stage Royalty Interest Diablillos Argentina Berenguela Challacollo Peru Chile AbraSilver Resource Corp Aftermath Silver Ltd Silver-Gold Resource Development 1% NSR Copper-Silver- Manganese- Zinc Resource Development 1% -1.25% NSR Aftermath Silver Ltd Silver-Gold Resource Development 2% NSR San Marcial Mexico GR Silver Mining Ltd Parks-Salyer USA Tartan Lake Yenipazar Akarca Canada Turkey Turkey Sisorta Turkey Viscaria Sweden Kaukua Finland Arizona Sonoran Copper Silver-Gold- Zinc-Lead Copper- Molybdenum Resource Development 0.75% NSR Resource Development 1.5% NSR Satori Resources Inc Virtus Madencilik Gold Gold Resource Development Feasibility 2.0% NSR 6%-10% NPI Çiftay İnşaat Taahhüt ve Ticaret A.Ş. Bahar Madencilik Sinayi ve Ticaret Ltd Sti Copperstone Resources AB Silver-Gold Resource Development 1%-3% NSR Gold Feasibility 3.5%-5% NSR Copper-Iron Resource Development 0.5% to 1% NSR Palladium One Mining Inc PGE-Nickel- Copper Resource Development 2% NSR Page 10 of 43 Significant Updates Diablillos, Argentina - Diablillos is a resource stage high sulfidation silver-gold project located in the Puna region of Salta Province, Argentina that is owned and operated by AbraSilver Resource Corp. ("AbraSilver") (TSX-V: ABRA). There are seven known mineralized zones, with the Oculto deposit advanced to the resource development stage. EMX's Diablillos 1% NSR royalty was acquired as part of the SSR royalty portfolio transaction in 2021. In addition to EMX's NSR royalty, there is a $7,000,000 payment due to EMX upon the earlier of commencement of commercial production from the property or July 31, 2025. During 2022, AbraSilver announced an updated, open pit constrained mineral resource estimate for the Diablillos project's Oculto deposit reported at a 35 g/t silver equivalent cutoff as (see AbraSilver news release dated November 3, 2022): Category Measured Indicated Meas +Ind Inferred Tonnes (000 t) Ag (g/t) Au (g/t) Contained Ag (000 oz) Contained Au (000 oz) 19,336 31,978 51,314 2,216 98 47 66 30 0.88 0.73 0.79 0.51 60,634 48,737 109,370 2,114 544 752 1,297 37 Notes: The Oculto resource table above includes oxide and transition material and was based upon drilling through Phase II. The constraining Whittle open pit optimization parameters used were $3.00/t mining cost, $24.45/t processing cost, $2.90/t G&A cost, and average 54-degree open pit slopes. Metal prices and recoveries used are as described below. AgEq (i.e., silver equivalent) calculated using a) metal prices (in USD) of $25/oz Ag and $1750/oz Au, and b) recoveries of 73.5% for Ag and 86% for Au. The updated resource estimate consists of measured and indicated resources that yield 109 Moz contained silver and 1.3 Moz contained gold, which represents a 22% increase in contained silver and a 29% increase in contained gold over the previous resource estimate of September 2021. For additional information see “NI 43-101 Technical Report, Mineral Resource, Diablillos Project, Salta Province, Argentina”, with an effective date of October 31, 2022 and dated November 28, 2022 filed under AbraSilver’s profile on SEDAR. Also in 2022, AbraSilver reported on the discovery of the Southwest Zone (also termed the JAC target or JAC Zone), a near surface zone of high-grade silver-gold mineralization located several hundred meters southwest of the Oculto conceptual open pit resource (see AbraSilver news release dated August 3, 2022). JAC Zone drill results include hole DDH 22-067 which intersected two high-grade zones within a feeder structure reported as 36 meters averaging 463 g/t Ag and 0.71 g/t Au in oxides from 143 meters, and 27 meters at 745 g/t Ag, 1.54 g/t Au and 1.23% Cu in sulphides from 179 meters (true widths estimated to be ~80% of the reported interval lengths) (see AbraSilver news release dated January 10, 2023). The ongoing Phase III drill program is designed to support a maiden mineral resource estimate for the JAC Zone and a Diablillos Pre-Feasibility Study ("PFS") in Q4 2023 (see AbraSilver news release dated February 21, 2023). Berenguela, Peru - The Berenguela project, located in the Puno region of southeastern Peru, is a resource stage polymetallic carbonate replacement-style deposit being advanced by Aftermath Silver Ltd ("Aftermath") (TSX-V: AAG; OTCQB: AAGFF). Aftermath is earning 100% project interest per a definitive acquisition agreement (the "Option") originally executed with SSR Mining. EMX's royalty interest in, and future earn-in payments from Berenguela were acquired in 2021 as part of the SSR royalty portfolio transaction. The project hosts an historical JORC silver-copper-manganese-zinc mineral resource. In Q3, Aftermath reported results from its 6,168 meter, 63 drill hole program that included intercepts of 72.0 meters starting from 19.2 meters averaging 1.20% Cu and 65 g/t Ag in hole AFD-060, and 22.3 meters starting from 57.65 meters averaging 0.56% Cu and 247 g/t Ag in hole AFD-063 (reported intervals are approximate true widths) (see Aftermath news release dated August 31, 2022). Aftermath's drilling extended mineralization to approximately 1,300 meters along strike with widths of 200 to 400 meters. According to Aftermath, its "technical team is incorporating the drill results into a revised geological interpretation of the Berenguela mineralization which will be used to complete a new NI 43-101 compliant mineral resource estimate". Page 11 of 43 In Q4 2022, EMX agreed to defer a $2,500,000 payment due from Aftermath to maintain the Option in good standing for a period of 12 months such that this payment is now due in November 2023. In consideration for this deferral, Aftermath agreed to pay EMX an additional $400,000 and has granted EMX a right of first refusal on any Berenguela royalties that Aftermath may elect to sell. Aftermath's remaining payment obligations to EMX to acquire a 100% interest in the Berenguela project (as now amended) are summarized below: • • • $2,500,000 to be paid in November 2023, $3,000,000 be paid in November 2024, and $3,250,000 to be paid in November 2026. Upon Aftermath's exercise of the Option, EMX will retain a sliding-scale NSR royalty on all mineral production from the Berenguela project for the life of mine commencing at the declaration of commercial production based upon the following: • • 1.0% NSR royalty on all mineral production when the silver market price is up to and including $25 per ounce, and 1.25% NSR royalty on all mineral production when the silver market price is over $25 per ounce and when the copper market price is above $2 per pound. Challacollo, Chile - Challacollo is a resource stage low-sulphidation epithermal silver-zinc-lead deposit located in Chile's northernmost Region I. EMX retains a 2% NSR royalty covering Challacollo, payable after 36 million ounces of silver have been produced, with a cap of $5,000,000. The project hosts open pit and underground constrained silver-gold resources (effective date of December 15, 2020), which are considered as historical resources by EMX. The Company's interest in the Challacollo project was acquired in 2021 as part of the SSR royalty portfolio transaction. In Q3 2022 the project operator, Aftermath, completed the acquisition of 100% project interest from Mandalay Resources Corporation through cash and equity payments (see Aftermath news release dated August 11, 2022). San Marcial, Mexico - San Marcial is a resource stage epithermal silver deposit located in Sinaloa, Mexico. EMX retains a 0.75% NSR royalty covering San Marcial, which has been integrated within the Plomosas project owned and operated by GR Silver Mining Ltd ("GR Silver") (TSX-V:GRSL; OTCQB GRSLF; FRA:GPE). GR Silver has a buyback right on the NSR royalty that can be exercised by payment of C$1,250,000 to EMX. The San Marcial royalty property hosts underground silver (zinc-lead) resources which are considered as historical by EMX. EMX's interest in San Marcial was acquired in 2021 as part of the SSR royalty portfolio transaction. During 2022, GR Silver continued delineation and exploration drilling at San Marcial which resulted in the discovery of a new silver zone with a 250 meter step-out hole (SMS22-10) that intersected 101.6 meters averaging 308 g/t silver from 98.5m with multiple higher grade sub-intervals (true width unknown) (see GR Silver news release dated August 8, 2022). Parks-Salyer, Arizona - EMX’s Parks-Salyer Royalty Property is located approximately one kilometer southwest of the historical Sacaton mine in central Arizona. The Parks-Salyer Royalty Property is comprised of one State of Arizona Exploration Permit totaling 158 acres and covers a portion of the Parks-Salyer copper deposit which is concealed beneath post-mineral gravels. In Q1 2022, EMX's wholly owned subsidiary, Bronco Creek Exploration, transferred the rights of its State of Arizona Exploration Permit (i.e., the Parks- Salyer Royalty Property) to a wholly owned subsidiary of Arizona Sonoran Copper Company, Inc. (TSX: ASCU) ("ASCU") for cash, AAR, and milestone payments, as well as work commitments and a retained 1.5% NSR royalty interest (see EMX news release dated February 10, 2022). ASCU may buy back 1% of the royalty for a $500,000 payment to EMX. ASCU has incorporated EMX's Parks-Salyer Royalty Property into its greater Parks- Salyer project and the Cactus Mine operation, which includes the historical Sacaton porphyry copper open pit mine that was operated by Asarco from 1972-1984. Page 12 of 43 In Q4 2022, EMX received a $3,000,000 milestone payment from ASCU based upon declared resources totaling 200 million pounds or more of contained copper covered by the Parks-Salyer Royalty Property. ASCU's maiden resource for its Parks-Salyer project, which is partially covered by EMX's Royalty Property, was reported as total inferred resources of 143.6 million tons averaging 1.015% Cu and containing 2,915.4 million pounds of copper as oxide, enriched, and primary mineralization (see ASCU news release dated September 28, 2022 and technical report filed on SEDAR titled "Parks/Salyer NI 43-101 Compliant Mineral Resource Estimate and Technical Report" with an effective date of September 26, 2022 and dated November 10, 2022). ASCU reported to EMX that a total of 725.5 million pounds of contained copper (approximately 25% of the total contained copper in the inferred resource) were covered by the EMX Royalty, hence exceeding the 200 million pound threshold for the milestone payment. Key drill intercepts within the EMX Royalty Property footprint that contributed to the resource estimate include 162 meters starting at 381.2 meters and averaging 1.10% copper in hole ECP-084, and 68.3 meters starting at 486.2 meters and averaging 2.24% copper in ECP-086 (enriched zone grade reported as total Cu; true widths unknown) (see ASCU news release dated September 7, 2022). ASCU continues to infill and step-out drill at the Parks- Salyer project, and recently reported the best grade-thickness intercept to date, which occurs within EMX's Royalty Property footprint, of 265.9 meters starting at 330.7 meters of 1.64% copper in hole ECP-108 (average of combined enriched & primary zone grades reported as total Cu; true widths unknown) (see ASCU news release dated January 17, 2023). Tartan Lake, Canada - Tartan Lake is a past producing, resource stage greenstone hosted gold deposit located near Flin Flon in Manitoba, Canada. EMX retains a 2% NSR royalty covering Tartan Lake, which is owned and operated by Satori Resources Inc. ("Satori") (TSX-V:BUD). Satori has an option to buyback each 1% of the NSR royalty for separate C$1,000,000 payments to EMX. The Tartan Lake Royalty Property hosts underground gold resources which are considered as historical by EMX. EMX's interest in Tartan Lake was acquired in 2021 as part of the SSR royalty portfolio transaction. Satori continued delineation and exploration drilling at Tartan Lake in 2022. This drilling included follow-up on South Zone high grade targets which included hole TLSZ22-21 that returned an intercept of 29.06 g/t gold over 5.85 meters starting at 177.65 meters, with a sub-interval averaging 198.5 g/t gold over 0.80 meters (true widths unknown) (see Satori news release dated August 11, 2022). Coarse visible gold was observed in the drill core. In a February 6, 2023 news release Satori announced that under a letter of intent, Rob McEwen had proposed to become Satori's largest shareholder, owning 37.6% of the Company with the objective of expanding the high-grade gold zones at Tartan Lake. Yenipazar, Turkey - The Yenipazar polymetallic VMS deposit in central Turkey is currently owned and advanced by Virtus Madencilik ("Virtus"), a private Turkish company that is partly owned by Trafigura Ventures V B.V. EMX holds a Net Profits Interest ("NPI") royalty that is set at 6% until $165,000,000 in revenues are received, after which the NPI converts to a 10% interest. The Yenipazar Royalty was acquired by EMX in 2021 as part of the SSR royalty portfolio transaction. Previous owner Aldridge Minerals Inc. ("Aldridge") disclosed a historical feasibility study on the project in 2013, which was updated in 2014 and filed on SEDAR. This remains the most recent public disclosure of technical information and historical mining reserves and resources on the project. Since acquiring the royalty, EMX has maintained contact with Virtus and received updates on the status of the project. Virtus updated the feasibility study in 2019, but this in-house report remains unpublished as of yet. Akarca, Turkey - The Akarca epithermal gold-silver deposit in western Turkey was discovered by EMX in 2006 during a regional exploration program. The project was later sold to current owner Çiftay İnşaat Taahhüt ve Ticaret A.Ş. ("Çiftay"), a private Turkish company. Çiftay is responsible for making a series of pre-production gold bullion payments to EMX, and EMX retains a 1% NSR royalty on the initial 100,000 ounces of gold production from the project, a 2% NSR royalty on production on the next 400,000 ounces of gold produced, and a 3% NSR royalty on any production of gold after 500,000 ounces of gold are produced. The NSR royalties are uncapped and cannot be bought down. Page 13 of 43 To date, over 350 exploration drill holes and 17 kilometers of trenching have been completed along with collection of over 6,500 rock and 3,500 soil samples and preparation of in-house (non-public) resource models for the gold-silver mineralized zones. Çiftay is current determining strategies for continued exploration and development of the project. In 2020 Çiftay made the decision to halt further field work while awaiting permits and a court decision regarding land use designations in the area. EMX has maintained active discussions with Çiftay since that time, and Çiftay has informed EMX that it is awaiting a final legal ruling on the land use issue, which will allow Çiftay to resume its programs at Akarca. Sisorta, Turkey - The Sisorta project consists of an oxide gold deposit with underlying copper and gold porphyry potential. EMX sold the project in 2016 to Bahar Madencilik Sinayi ve Ticaret Ltd Sti (“Bahar”), a privately owned Turkish company, retaining a royalty and advance royalty payment interests. The EMX royalties consist of a 3.5% NSR on any materials mined and processed on site at Sisorta, and a 5% NSR royalty on any materials shipped offsite for processing. Bahar, which operates the nearby Altintepe gold mine, continues to review development options for the Sisorta project. Viscaria, Sweden - EMX holds an effective 0.5% to 1.0% NSR royalty interest on the Viscaria copper (iron) project located in the Kiruna mining district of Sweden which is operated by Stockholm listed Copperstone Resources AB ("Copperstone"). The Viscaria deposit contains elements of both VMS and iron oxide-copper-gold (“IOCG”) styles of mineralization and was mined from 1983-1996 by a partnership between LKAB and Outokumpu OYJ. Significant mineral resources remain in the historical mining area, most of which are covered by EMX’s royalty footprint. As a result of continued exploration at Viscaria, Copperstone published updated PERC (2017) mineral resource estimates in 2022 that resulted in a significant increase in measured and indicated resources from previous estimates (see Copperstone news release dated November 18, 2022). Copperstone stated that the increased resources are expected to extend Viscaria's mine life, and will provide a foundation for a project Feasibility Study. Since 2019, Copperstone reported that it had drilled 45,051 meters at Viscaria, a program that will continue into 2023. Copperstone filed an environmental permit application for its planned mining operation in March 2022 (see Copperstone news release dated March 29, 2022), and has since submitted supplemental information to the Land and Environmental Court. Copperstone anticipates that it will advance development of the project pending a positive decision on their environmental permit application. Kaukua, Finland - EMX holds a 2% NSR royalty on various exploration licenses covering the Kaukua PGE-Ni-Cu deposit in northern Finland. The Kaukua deposit is being advanced by Palladium One Mining Inc. ("Palladium One" or "PDM") (TSX-V: PDM), as part of its Läntinen Koillismaa ("LK") project. Palladium One can purchase 1% of EMX's NSR royalty prior to the delivery of a "bankable feasibility study" for €1,000,000. The remaining 1% of EMX's NSR royalty is uncapped and cannot be purchased. PDM's LK project is a PGE rich magmatic Ni-Cu sulfide system with multiple centers of drill defined mineralization. EMX's royalty covers the Kaukua and the newly defined Murtolampi PGE-Ni-Cu deposits. In 2022 Palladium One announced an updated NI43-101 Mineral Resource Estimate for Kaukua and Murtolampi (see Palladium One news release dated April 25, 2022 and report filed on SEDAR titled "Technical Report on the Läntinen Koillismaa Project, Finland, Report for NI 43-101" with an effective date of April 25, 2022 and report date of May 27, 2022): Category - Deposit Area Indicated - Kaukua Area Inferred - Kaukua + Murtolampi Tonnes (Mt) 38.2 30.8 Pd g/t 0.61 0.52 Pt g/t 0.22 0.20 Au g/t 0.07 0.08 Cu % 0.13 0.14 Ni % 0.11 0.14 Co ppm 65 86 Notes: The Mineral Resources have been reported above a preliminary open pit constraining surface using a Net Smelter Return (NSR) pit discard cut-off of US$12.5/t (which for comparison purposes equates to an approximately 0.65 g/t Palladium Equivalent in-situ cut-off, based on metal prices only as given below). Page 14 of 43 The NSR used for reporting is based on the following: Metal prices of US$ 1,700/oz Pd, US$ 1,100/oz Pt, US$ 1,800/oz Au, US$ 4.25/lb Cu, US$ 8.50/lb Ni and US$ 25/lb Co. Variable metallurgical recoveries for each metal were used at Kaukua and Murtolampi. Commercial terms for a Cu and Ni concentrate based on indicative quotations from smelters. Exploration Royalty & Royalty Generation Projects The Company has 155 exploration stage royalties and 96 royalty generation properties being advanced, and available for partnership (note, these totals do not include producing royalty or advance royalty projects). A complete listing of the exploration stage royalties is included in Appendix A to this MD&A. The following table below provides an overview of exploration royalties and royalty generation properties by country and commodity, followed by brief discussions of select project highlights. Country USA Canada Mexico Haiti Chile Argentina Sweden Finland Norway Serbia Turkey Australia Highlights Exploration Royalty Royalty Generation Project Precious Metals Base Metals Precious Metals Base Metals 26 40 2 5 6 1 8 1 - 1 - 2 92 21 4 - 2 10 - 10 - 15 1 - - 63 25 17 - - 1 - 4 1 5 - 1 3 57 14 7 - - 1 - 9 - 6 - 1 1 39 Scout Discoveries, Idaho USA - EMX executed, via its wholly-owned subsidiary Bronco Creek Exploration Inc. ("BCE"), a Letter of Intent ("LOI") to sell the Company's a) portfolio of 14 precious and base metal projects in Idaho (the "Portfolio") acquired via staking between 2018-2022, b) Idaho Business Unit, and c) wholly-owned core drilling subsidiary, Scout Drilling LLC, to Scout Discoveries Corp. ("Scout") (see EMX news release dated March 8, 2023). Scout is a U.S. private corporation headquartered in Coeur d'Alene, Idaho and will be led by Dr. Curtis Johnson as president and CEO, and will include several members of the BCE team that generated, acquired, and advanced the Portfolio. The terms of the LOI provide EMX with an equity interest, retained 3.25% NSR royalty interests, AAR payments, and certain milestone payments as the Portfolio of 14 projects is advanced. The Idaho Portfolio represents the largest unpatented claim holdings in the state and includes a number of projects that were advanced by previous EMX partners between 2018-2022. The work invested in the Portfolio has resulted in a diverse pipeline of early-stage projects through fully vetted, drill-ready targets with several historical resources which remain open for expansion. Swift, Nevada USA - EMX’s Swift Royalty Property (3.25% production returns royalty), located in Nevada’s Cortez district, is owned by Ridgeline Minerals Corp’s (“Ridgeline”) (TSX-V: RDG; OTCQB: RDGMF; FRA: 0GC0) and operated by Nevada Gold Mines LLC (“NGM”) in a joint venture with Ridgeline. NGM has spent $4,900,000 on the project to date, which included two reconnaissance drill holes that intersected Lower-Plate carbonate host rocks between depths of 570-830 meters with widespread intervals of Carlin-Type alteration and thick zones (i.e., 37.2-48.8 m) of anomalous gold mineralization, including sample grades of 2.7 g/t gold (see Ridgeline news release dated February 16, 2023). Page 15 of 43 Selena, Nevada and Robber Gulch, Idaho USA - Ridgeline also owns and operates EMX's Selena Royalty Property (3.25% production returns royalty) where the 2022 drill campaign intersected carbonate replacement deposit ("CRD") style lead-zinc-silver-gold mineralization (see Ridgeline news release dated January 24, 2023). Ridgeline is also advancing EMX's Robber Gulch oxide gold royalty generation project in Idaho under an option agreement for 100% earn-in (see EMX news release dated January 26, 2022). Hardshell, Arizona USA - EMX disclosed drill results from its Hardshell Royalty Property (2% NSR) in southern Arizona where operator South32 is advancing a new prospect named Peake, which is adjacent to its Taylor CRD PFS-stage development project. Copper-enriched skarn-type drill intercepts at Hardshell include 76.5 meters (1,308.2-1,384.7 m) averaging 1.52% copper, 0.2% zinc, 0.4% lead, and 25 g/t silver in hole HDS-552, as well as CRD- style intercepts that include 9.8 meters (966.2-976.0 m) averaging 0.69% copper, 12.2% zinc, 8.2% lead, and 77 g/t silver in HDS-353 (true widths are 65-85% of the reported interval lengths) (see EMX news release dated June 21, 2023). South32's geological model indicates the potential for Peake to host extensions to the Taylor project's CRD mineralization. Tomtebo, Sweden - Drill results were announced for the Tomtebo project in Sweden by District Metals Corp ("District") (TSX-V: DMX; FRA: DRPP). Highlights included 25.5 meters averaging 2.4% zinc, 2.05% lead and 65 g/t silver in hole TOM22-38 starting at 249 meters (true width unknown) (see District news release dated August 17, 2022). RKV and Burfjord, Norway - Drill programs were completed in Norway at Playfair Mining Ltd.'s ("Playfair") (TSX-V: PLY) RKV copper project and at Norden Crown Metals Corp's ("Norden") (TSX-V: NOCR; FRA: 03EA) Burfjord copper-gold project. Nineteen diamond drill holes totaling 1,107 meters were drilled at Playfair's RKV Project and 18 diamond drill holes totaling 3,500 meters were drilled at Norden's Burfjord Project. The RKV and Burfjord projects are covered by EMX NSR royalty interests. Yarrol, Queensland Australia - EMX continued to advance the recently discovered cobalt-enriched manganese mineralization at the 100% owned Yarrol project in Australia. Soil sampling grids continued to expand the footprint of cobalt-rich mineralization and a fifteen-hole reconnaissance drill program was completed in Q4 2022. The drill program led to the discovery of a new style of mineralization on the property, ilmenite-rich heavy mineral sands deposits, which are positioned in and around the areas of cobalt-enriched manganese mineralization. In addition, two of the holes targeted the historically defined zones of gold mineralization on the property and included an intercept of 17.8 meters averaging 4.01 g/t gold from 61 meters in hole DD22- YA1871. The second hole (DD22-YA188) intersected multiple intervals of gold mineralization including 12 meters at 0.91 g/t gold from 92 meters (see EMX news release dated February 16, 2023). True widths of the intercepts are estimated to be in the 50-75% range of the reported drill interval. Qualified Persons Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the above technical disclosure on North America and Latin America. Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the above technical disclosure on Europe, Turkey, Australia, and Strategic Investments. Page 16 of 43 RESULTS OF OPERATIONS Year Ended December 31, 2022 The net income for the year ended December 31, 2022 ("FY22") was $3,349,000 compared to a net loss of $23,731,000 for the prior year. The income for FY22 was made up of revenues and other income of $18,277,000 (2021 - $7,526,000), costs and expenses totaling $23,138,000 (2021 - $17,566,000), income from other items totaling $13,156,000 (2021 - losses of $16,527,000), and net tax expense totaling $4,946,000 (2021 - recovery of $2,836,000). Significant components of other income and losses include a loss in fair value changes of certain financial instruments of $3,757,000 (2021 - $5,008,000), equity income from the Company's investments in associated entities of $2,890,000 (2021 - $2,761,000), impairment charges of $5,526,000 (2021 - $8,373,000), net settlement gain of $18,825,000 (2021 - $Nil), gain on debt and receivable modifications of $4,260,000 (2021 - $Nil), finance expenses and other totaling $5,247,000 (2021 - $2,331,000), and a foreign exchange gain of $2,061,000 (2021 - loss of $3,947,000). Revenues and other income The Company earns various sources of revenue and other income including royalty revenue, option revenue earned from mineral property agreements including operator fees on managed projects, gains related to the sale of mineral properties, sale of marketable securities, interest, and dividend income. During the years and three months ended December 31, 2022 and 2021, the Company had the following sources of revenues and other income: In Thousands of Dollars Revenue and Other Income Royalty revenue Interest income Option and other property income Dividend income Non-IFRS Measures Adjusted revenue and other income1 Three months ended Year ended December 31, 2022 1,546 331 411 - 2,288 3,536 $ $ $ $ $ $ December 31, 2021 1,739 433 (285) - 1,887 3,401 December 31, 2022 6,913 1,773 9,591 - 18,277 25,403 $ $ $ $ $ $ December 31, 2021 2,985 1,002 3,476 63 7,526 11,044 In FY22, the Company earned $6,913,000 (2021 - $2,985,000) of royalty revenue. Royalty revenue for the year ended December 31, 2022 included $2,348,000 (2021 - $2,739,000) earned from gold production from the Leeville royalty interest, $3,709,000 (2021 - $Nil) earned from gold and silver production from the Gediktepe royalty interest, $276,000 (2021 - $Nil) earned from zinc-lead-silver production from the Balya royalty interest, and other pre-production amounts received including AMRs on various properties. The 2022 increase compared to the year ended December 31, 2021 was mainly the result of the new sources of royalty payments from Gediktepe and Balya. Royalty revenue was offset by depletion of $5,637,000 (2021 - $2,418,000) and included in costs and expenses. The increase in depletion was mainly due to royalty revenue being earned from the Gediktepe royalty starting in 2022. Adjusted revenue and other income1 brings into revenues and other income, $7,126,000 (2021 - $3,518,000) from the Company's effective royalty interest in the Caserones mine. 1 Adjusted revenue and other income and adjusted cash used in operating activities are non-IFRS financial measures with no standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-IFRS financial measures" section on page 36 of this MD&A for more information on each non-IFRS financial measure. Page 17 of 43 Net royalty income from producing royalties will fluctuate as result of a combination of production ounces received and sold and average price per ounce. Timing of additional AMR's related to other projects and included in royalty income can also fluctuate. Interest income was earned on the cash balances the Company holds, interest accretion on the Company's Ensero investment, and deferred compensation payments from Aftermath and AbraSilver. Option and other property income will fluctuate depending upon the Company's deal flow and structure of property agreements relating to execution payments, staged option payments and operator and management fees. Execution payments can include the fair value of equity interests obtained in the respective partner and cash proceeds. Further, anti-dilution provisions in property agreements provided for additional equity received and are included in option and other property income. For the year ended December 31, 2022, included in option and other property income was $947,000 (2021 - $2,468,000) related to the fair value of share equity payments received, as well as cash payments of $7,411,000 (2021 - $420,000). Cost and Expenses Costs and expenses are comprised of expenditures incurred by the Company to carry out the royalty generation operations and the advancement of projects, as well as marketing and communications. Included in these costs is general and administrative costs for the years ended December 31, 2022 and 2021 comprised of the following: In Thousands of Dollars General and administrative expenses Salaries, consultants, and benefits Professional fees Investor relations and shareholder information Transfer agent and filing fees Administrative and office Travel December 31, 2022 2,198 1,555 848 242 895 170 5,908 $ $ December 31, 2021 1,494 1,329 550 253 787 54 4,467 $ $ General and administrative expenses ("G&A") of $5,908,000 were incurred for the year ended December 31, 2022 compared to $4,467,000 in 2021. General and administrative expenditures will fluctuate from period to period depending on the level of activity and deal flow. Some of the changes in 2022 compared to 2021 are related to: Salaries, consultants and benefits increased in 2022 by $704,000 as a result of increased personnel wages and consultants contracted for services compared to 2021. Professional fees increased in 2022 by $226,000 compared to 2021 due to increased activities in foreign jurisdictions which resulted in the need for the Company to engage additional legal and tax planning specialists. Investor relations increased by $298,000 in 2022 compared to 2021 due to increased marketing and communications activities, including the attendance of select trade shows, and other activities involving travel. Project and Royalty Generation Costs, Net of Recoveries Net royalty generation costs increased from $7,574,000 ($14,483,000 in expenditures less $6,909,000 in recoveries) in 2021 to $8,935,000 ($17,512,000 in expenditures less $8,577,000 recovered from partners) in 2022. Royalty generation costs include exploration related activities, technical services, project marketing, land and legal costs, as well as third party due diligence for acquisitions. The increase in expenditures and recoveries was predominately attributable to drilling activities incurred by the Company’s wholly owned subsidiary Scout Drilling on partnered projects. As such, recoveries were expected to increase consistent with the increased drilling costs. Royalty generation costs and recoveries from partners vary from period to period depending on the level of activity incurred and comparison between periods does not accurately reflect the activity with the Company. See the highlights, royalty and project review sections for current activities. Page 18 of 43 Share-based Payments In 2022 the Company recorded a total of $3,429,000 in share-based payments compared to $4,161,000 in 2021. The aggregate share-based payments relate mainly to the fair value of restricted share units and stock options vesting during the period. Of the total share-based compensation, $937,000 (2021 - $1,226,000) was included in royalty generation costs. Other Taxes During the year ended December 31, 2022, the Company had an unrealized loss of $3,757,000 (2021 - $5,008,000) related to the fair value adjustments of investments, and a realized loss of $350,000 (2021 - gain of $371,000) for the sale of certain marketable securities held by the Company. The unrealized loss in the current period is attributed primarily to unrealized losses on the Company's investment in Premium Nickel Resources Ltd. During the year ended December 31, 2022, the Company recognized equity income from investments in associates of $2,890,000 (2022 - $2,761,000). This related to the share of the Company's net loss derived in SLM California which holds the Caserones effective royalty interest. During 2022, the Company recognized impairment charges of $5,526,000 (2021 - $8,373,000) which primarily related to Gediktepe royalty in Turkey resulting from review of the oxide operation to date, potential for delay of the sulfide circuit along with revisions to metal pricing and Turkish royalty rates. During 2022, the Company recognized finance and other expenses of $5,247,000 (2021 - $2,331,000) which primarily consisted of interest accretion on the Sprott Credit Facility. During the year ended December 31, 2022, the Company recorded a deferred income tax expense of $4,175,000 (2021 - recovery of $3,110,000) and a current income tax expense of $771,000 (2021 - $274,000). Three months ended December 31, 2022 The net income for the three months ended December 31, 2022 (“Q4-2022”) was $950,000 compared to a loss of $8,684,000 for the prior year’s comparative period (“Q4-2021"). The income for the current period was made up of revenues and other income of $2,288,000 (2021 - $1,887,000), costs and expenses totaling $5,721,000 (2021 - $4,697,000), and income from other items and tax of $4,383,000 (2021 – losses of $5,874,000). Other changes for Q4-2022 compared to Q4-2021 are consistent with the significant items for the annual discussion. LIQUIDITY AND CAPITAL RESOURCES The Company considers items included in shareholders' equity as capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. As at December 31, 2022, the Company had working capital of $31,562,000 (December 31, 2021 – deficit of $11,270,000). The Company has continuing royalty revenue that will vary depending on royalty ounces received and the price of minerals, and other pre-production income. The Company also receives additional cash inflows from the recovery of expenditures from project partners, sale of investments, and investment income including dividends from investments in associated entities. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, renegotiate terms of debt, or return capital to shareholders. Page 19 of 43 The Company is not subject to externally imposed capital requirements other than as disclosed for the Sprott Credit Facility. Operating Activities Cash provided by operating activities for the year ended December 31, 2022 was $16,729,000 (2021 – cash used of $8,062,000), and adjusted cash provided by operating activities for the period was $21,953,000 (2021 – adjusted cash used of $6,356,000) and represents expenditures primarily on royalty generation and general and administrative expenses for both periods, offset by royalty income received in the period. Adjusted cash provided by operating activities is adjusted for $5,224,000 (2021 - $1,706,000) in royalty distributions received from the Company's effective royalty interest at Caserones. A significant component of cash provided by operations in the current period is the net settlement gain of $18,825,000 resulting from the Barrick settlement with Bullion Monarch. Investing Activities The total cash used in investing activities during the year ended December 31, 2022 was $19,977,000 compared to $72,839,000 for the year ended December 31, 2021. The cash used in the current period related primarily to the purchase of additional equity investments of $25,742,000 (2021 - $38,150,000) as well as net purchases of other fair value through profit and loss investments of $1,912,000 (2021 - $1,289,000), partially offset by dividends and distributions received of $5,441,000 (2021 - $1,924,000) and proceeds from repayment of loans receivable of $2,544,000 (2021 - $439,000). Financing Activities The total cash used in financing activities for the year ended December 31, 2022 was $526,000 compared to cash provided by financing activities of $59,529,000 for the year ended December 31, 2021. The cash used in the current period primarily consisted of $11,486,000 in loan repayments (2021 - $1,171,000) including interest paid of $3,167,000 (2021 - $1,171,000) on the Sprott facility, offset by proceeds received from a private placement of $10,000,000 (2021 - $17,241,000), and the exercise of stock options for $1,037,000 (2021 - $1,122,000). OFF-BALANCE SHEET ARRANGEMENTS As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources. 1 Adjusted revenue and other income, and adjusted cash provided by (used in) operating activities are non-IFRS financial measures with no standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-IFRS financial measures" section on page 36 of this MD&A for more information on each non-IFRS financial measure. Page 20 of 43 ANNUAL INFORMATION In Thousands of Dollars As at Financial positions Working capital Exploration and evaluation assets (net) Royalty interests Total assets Share capital Deficit In Thousands of Dollars, Except Per Share Amounts Year ended Financial results Revenue and other income Cost and expenses Net loss Basic earnings (loss) per share Diluted earnings (loss) per share Non-IFRS Measures Adjusted revenue and other income1 QUARTERLY INFORMATION December 31, 2022 December 31, 2021 December 31, 2020 $ 31,562 1,734 51,691 130,436 193,006 (81,558) (11,270) $ 2,450 63,198 166,643 181,857 (88,783) 54,151 3,333 11,184 80,797 127,823 (64,375) December 31, 2022 December 31, 2021 December 31, 2020 $ 18,277 23,138 3,349 0.03 0.03 $ 7,526 17,566 (23,731) (0.27) (0.27) 25,403 $ 11,044 $ 5,368 12,544 (4,479) (0.05) (0.05) 5,368 $ $ $ Fiscal quarter ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 $ $ Revenue and other income Project and royalty generation costs Recoveries from partners Share-based payments Net income (loss) for the period Basic earnings (loss) per share Diluted earnings (loss) per share In Thousands of Dollars, Except Per Share Amounts Fiscal quarter ended Revenue and other income Project and royalty generation costs Recoveries from partners Share-based payments Net income (loss) for the period Basic earnings (loss) per share Diluted earnings (loss) per share RELATED PARTY TRANSACTIONS $ 2,288 (2,776) 1,135 373 950 0.01 0.01 $ 7,206 (5,351) 3,283 361 (12,878) (0.12) (0.12) $ 7,034 (5,124) 2,021 1,264 (3,315) (0.03) (0.03) 1,749 (4,262) 2,128 494 18,591 0.18 0.17 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 $ 1,887 (3,888) 1,959 448 (8,684) (0.10) (0.10) $ 1,202 (3,103) 1,432 964 (8,684) (0.10) (0.10) $ 3,411 (4,312) 1,354 1,095 (2,869) (0.03) (0.03) The aggregate value of transactions and outstanding balances relating to key management personnel and directors were as follows: In Thousands of Dollars Year ended Deceember 31, 2022 Management Outside directors Seabord Management Corp.* Total Salary and fees 868 601 285 1,754 $ $ $ $ Share-based Payments 882 741 - 1,623 $ $ 1,025 (3,180) 2,164 428 (3,494) (0.04) (0.04) Total 1,750 1,342 285 3,377 1 Adjusted revenue and other income, and adjusted cash provided by (used in) operating activities are non-IFRS financial measures with no standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-IFRS financial measures" section on page 36 of this MD&A for more information on each non-IFRS financial measure. Page 21 of 43 In Thousnds of Dollars Year ended December 31, 2021 Management Outside directors Seabord Management Corp.* Total Salary and fees 854 444 166 1,464 $ $ $ $ Share-based Payments 1,083 771 - 1,854 $ $ Total 1,937 1,215 166 3,318 *Seabord Management Corp. ("Seabord") is a management services company partially owned by the CFO and the Chairman of the Board of Directors of the Company. Seabord provides accounting and administration staff, and office space to the Company. Included in accounts payable and accrued liabilities at December 31, 2022 is $Nil (December 31, 2021 - $3,000) owed to key management personnel and other related parties and includes accruals for short term incentive bonuses and compensation adjustments. NEW ACCOUNTING PRONOUNCEMENTS Accounting standards adopted during the year Please refer to the audited consolidated financial statements for the year ended December 31, 2022 on www.sedar.com. Accounting pronouncements not yet effective Please refer to the audited consolidated financial statements for the year ended December 31, 2022 on www.sedar.com. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS Please refer to the audited consolidated financial statements for the year ended December 31, 2022 on www.sedar.com. CRITICAL ACCOUNTING JUDGEMENTS AND SIGNIFICANT ESTIMATES AND UNCERTAINTIES Please refer to the audited consolidated financial statements for the year ended December 31, 2022 on www.sedar.com. RISKS AND UNCERTAINTIES Mineral Property Exploration Risks The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. Certain operating risks include ensuring ownership of and access to mineral properties by confirmation that royalty agreements, option agreements, claims and leases are in good standing and obtaining permits for exploration activities, mine development, and mining operations. The properties on which the Company holds a royalty or other interest are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, rock bursts, cave- ins, pit-wall failures, tailings dam breaches or failures, flooding, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting, storage and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in production, increased production costs and possible legal liability. Milling operations, waste rock dumps and tailings impoundments are subject to hazards such as equipment failure, or breaches in or the failure of retaining dams around tailings disposal areas and may be subject to ground movements or deteriorating ground conditions, or extraordinary weather events that may result in structure instability, or impoundment overflow, requiring that deposition activities be suspended. The tailings storage facility infrastructure, including pipelines, pumps, liners, etc. may fail or rupture. Should any of these risks or hazards affect a property on which the Company has a royalty or other interest, it may (i) result in an environmental release or environmental pollution and liability; (ii) cause the cost of development or production to increase to a point where it would no longer be economic to produce, (iii) result in a write down or write-off of the carrying value of one or more projects, (iv) cause extended interruption to the business, including delays or stoppage of mining or processing, (v) result in the destruction of properties, processing facilities or third party facilities necessary to the operations, (vi) cause personal injury or death and related legal liability, (vii) result in regulatory fines and penalties, revocation or suspension of permits or licenses; or (viii) result in the loss of insurance coverage. The occurrence of any of above-mentioned risks or hazards could result in an interruption or suspension of operation of the Mining Operations and have a material adverse effect on the Company and the trading price of the Company's securities as well as the Company's reputation. Page 22 of 43 The exploration for, development, mining and processing of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the owners or operators will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: cash costs associated with extraction and processing, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in one or more of the properties not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties on which the Company has a royalty or other interest which are not currently in production will be brought into a state of commercial production. Conditions to be Satisfied Under Certain Agreements EMX is currently earning an interest in some of its properties through option agreements and acquisition of title to the properties is only completed when the option conditions have been met. These conditions generally include making property payments, incurring exploration expenditures on the properties and can include the satisfactory completion of pre-feasibility or other studies. If the Company does not satisfactorily complete these option conditions in the time frame laid out in the option agreements, the Company's title to the related property will not vest and the Company will have to write-off any previously capitalized costs related to that property. Markets The market prices for precious, base, and other metals can be volatile and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered or are being mined, respectively. No Control over Mining Operations The Company is not directly involved in the ownership or operation of mines and has no contractual rights relating to the operation or development of any property on which it has a royalty or other interest. The Company will not be entitled to any material compensation if any of the operations do not meet their forecasted gold or other production targets in any specified period or if the operations shut down or discontinue their operations on a temporary or permanent basis. The properties may not commence commercial production within the time frames anticipated, if at all, or they may not meet ramp-up targets or complete expansion plans, and there can be no assurance that the gold or other production from such operations will ultimately meet forecasts or targets. At any time, any of the operators of the mining operations or their successors may decide to suspend or discontinue operations or may sell or relinquish operations, which may result in royalties or other monies not being paid or obligated to be paid to the Company. Page 23 of 43 The Company is subject to the risk that the any property or operation may shut down on a temporary or permanent basis due to issues including but not limited to economic conditions, lack of financial capital, flooding, fire, weather related events, mechanical malfunctions, community or social related issues, social unrest, the failure to receive permits or having existing permits revoked, collapse of mining infrastructure including tailings ponds, nationalization or expropriation of property and other risks. These issues are common in the mining industry and can occur frequently. There is a risk that the carrying values of the Company's assets may not be recoverable if the mining companies operating the counterparty cannot raise additional finances to continue to develop those assets. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the property or operation becoming uneconomic resulting in their shutdown and closure. Reliance on Third Party Reporting The Company relies on public disclosure and other information regarding the properties or operations it receives from the owners, operators and independent experts of such properties or operations, and certain of such information is included in this document. Such information is necessarily imprecise because it depends upon the judgment of the individuals who operate the properties or operations as well as those who review and assess the geological and engineering information. In addition, the Company must rely on the accuracy and timeliness of the public disclosure and other information it receives from the owners and operators of the properties or operations, and uses such information in its analyses, forecasts and assessments relating to its own business and to prepare its disclosure with respect to the royalties. If the information provided by such third parties to the Company contains material inaccuracies or omissions, the Company's disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company. Unknown Defects or Impairments in EMX's Royalty or Other Interests Unknown defects in or disputes relating to the royalty and other interests EMX holds or acquires may prevent EMX from realizing the anticipated benefits from its royalty and other interests, and could have a material adverse effect on EMX's business, results of operations, cash flows and financial condition. It is also possible that material changes could occur that may adversely affect management's estimate of the carrying value of EMX's royalty and other interests and could result in impairment charges. While EMX seeks to confirm the existence, validity, enforceability, terms and geographic extent of the royalty and other interests EMX acquires, there can be no assurance that disputes over these and other matters will not arise. Confirming these matters, as well as the title to a mining property on which EMX holds or seeks to acquire a royalty or other interest, is a complex matter, and is subject to the application of the laws of each jurisdiction to the circumstances of each parcel of a mining property and to the documents reflecting the royalty or other interest. Similarly, royalty and other interests in many jurisdictions are contractual in nature, rather than interests in land, and therefore may be subject to change of control, bankruptcy or the insolvency of operators. EMX often does not have the protection of security interests over property that EMX could liquidate to recover all or part of EMX's investment in a royalty or other interest. Even if EMX retains its royalty and other interests in a mining project after any change of control, bankruptcy or insolvency of the operator, the project may end up under the control of a new operator, who may or may not operate the project in a similar manner to the current operator, which may negatively impact EMX. Operators' Interpretation of EMX's Royalty and Other Interests; Unfulfilled Contractual Obligations EMX's royalty and other interests generally are subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing EMX's royalty and other interests may interpret EMX's interests in a manner adverse to the Company or otherwise may not abide by their contractual obligations, and EMX could be forced to take legal action to enforce its contractual rights. EMX may not be successful in enforcing its contractual rights, and EMX's revenues relating to any challenged royalty or other interests may be delayed, curtailed or eliminated during any such dispute or if EMX's position is not upheld, which could have a material adverse effect on its business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things: the existence or geographic extent of the royalty or other interest; Page 24 of 43 methods for calculating the royalty or other interest, including whether certain operator costs may properly be deducted from gross proceeds when calculating royalties determined on a net basis; third party claims to the same royalty interest or to the property on which EMX has a royalty or other interest; various rights of the operator or third parties in or to the royalty or other interest; production and other thresholds and caps applicable to payments of royalty or other interests; the obligation of an operator to make payments on royalty and other interests; and various defects or ambiguities in the agreement governing a royalty and other interest. Revenue and Royalty Risks EMX cannot accurately or reliably predict future revenues or operating results from mining activity. Management expects future revenues from the Timok Project in Serbia, Leeville royalty property in Nevada, Caserones royalty in Chile, and Gediktepe royalty in Turkey, to fluctuate depending on the level of future production and metal prices. For the Leeville property in particular, there is also a risk that the operator may cease to operate in the Company's area of interest. Accordingly, there can be no assurance that royalty payments will continue or materialize and be received by the Company from either property. EMX also earns or is due additional revenues including stages option payments, advanced annual royalty payments, management or operator fees, and anti-dilution provisions within various property agreements. There is a risk that any of these payments will be received and timing of any receipts may fluctuate. Further, certain payments may be dependent on milestone conditions, or the value may be based on certain market conditions including metal prices, or market price of equity interests received. At the time of entering into an agreement, management cannot reasonably estimate the value of these future receipts. Royalty Operation and Exploration Funding Risk EMX's strategy is to seek exploration partners through options to fund exploration and project development. The main risk of this strategy is that the funding parties may not be able to raise sufficient capital to satisfy exploration and other expenditure terms in a particular option agreement. As a result, exploration and development of one or more of the Company's property interests may be delayed depending on whether EMX can find another party or has enough capital resources to fund the exploration and development on its own. Fluctuating Metal Prices The price of metals has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from mining operations to be impracticable. Factors beyond the control of the Company have a direct effect on global metal prices, which can and have fluctuated widely, and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered on any of EMX's properties and the properties on which it holds royalties. Consequently, the economic viability of any of these exploration projects and EMX's or the operator's ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices. In addition to adversely affecting the reserve estimates and financial conditions, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Page 25 of 43 Extensive Governmental Regulation and Permitting Requirements Risks Exploration, development and mining of minerals are subject to extensive laws and regulations at various governmental levels governing the acquisition of the mining interests, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. In addition, the current and future operations, from exploration through development activities and production, require permits, licenses and approvals from some of these governmental authorities. EMX has, and believes the operators of properties on which it holds royalty interests have, obtained all government licenses, permits and approvals necessary for the operation of its business to date. However, additional licenses, permits and approvals may be required. The failure to obtain any licenses, permits or approvals that may be required or the revocation of existing ones would have a material and adverse effect on EMX, its business and results of operations. Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities requiring EMX's or the project operator's operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. EMX and such operators may be required to compensate those suffering loss or damage by reason of their mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Any such events could have a material and adverse effect on EMX and its business and could result in EMX not meeting its business objectives. Foreign Countries and Political Risks The Company operates in and holds royalties on properties in countries with varied political and economic environments. As such, it is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mineral concessions or other mineral rights, opposition from environmental or other non-governmental organizations, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mineral exploration and mining industry. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and site safety. Notwithstanding any progress in restructuring political institutions or economic conditions, the present administration, or successor governments, of some countries in which EMX operates or holds royalty interests may not be able to sustain any progress. If any negative changes occur in the political or economic environment of these countries, it may have an adverse effect on the Company's operations in those countries. The Company does not carry political risk insurance. Natural Disasters, and Impact and Risks of Epidemics Upon the occurrence of a natural disaster, pandemic or upon an incident of war (for example, the current and ongoing conflict between Russia and Ukraine), riot or civil unrest, the impacted country, and the overall global economy, may not efficiently and quickly recover from such an event, which could have a materially adverse effect on the Company. Terrorist attacks, public health crises including epidemics, pandemics or outbreaks of new infectious diseases or viruses, and related events can result in volatility and disruption to global supply chains, operations, mobility of people, patterns of consumption and service and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions, results of operations and other factors relevant to the Company. In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The impact on global commerce has been far-reaching. There has been stock market volatility, volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions including (in 2020) the temporary suspension of mining activities and mine development, and the global movement of people and some goods has been restricted. There is ongoing uncertainty surrounding COVID-19 and its variants and the extent and duration of the impacts that it may have on demand and prices for the commodities relating to the Company's royalties, on the operations of its partners, on its employees and on global financial markets. In the current environment, assumptions about future commodity prices, exchange rates, and interest rates are subject to greater variability than normal, which could in future significantly affect the valuation of the Company's assets, both financial and non-financial. Page 26 of 43 Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, including currently, novel COVID-19 pandemic as discussed above. A significant new outbreak or continued outbreaks of COVID-19, its variants and other infectious diseases, could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn which could adversely affect the Company's business and the market price of the Common Shares. Many industries, including the mining industry, have been impacted by these market conditions. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company's business and the market price of the Company's securities. In addition, there may not be an adequate response to emerging infectious diseases, or significant restrictions may be imposed by a government, either of which may impact mining operations. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including quarantines, declaration of national emergencies, permanent changes in taxation or policies, decreased demand or the inability to sell and deliver concentrates and resulting commodities, declines in the price of commodities, delays in permitting or approvals, suspensions or mandated shut downs of operations, governmental disruptions or other unknown but potentially significant impacts. At this time the Company cannot accurately predict what effects these conditions will have on its operations or financial results, including due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length restrictions or responses that have been or may be imposed by the governments. Given the global nature of the Company's operations, the Company may not be able to accurately predict which operations will be impacted or if those impacted will resume operations. Any new outbreaks or the continuation of the existing outbreaks or threats of any additional outbreaks of a contagion or epidemic disease could have a material adverse effect on the Company, its business and operational results. Financing and Share Price Fluctuation Risks EMX has limited financial resources and has no assurance that additional funding will be available for further exploration and development of its projects. Further exploration and development of one or more of the Company's projects may be dependent upon the Company's ability to obtain financing through equity or debt financing or other means. Failure to obtain this financing could result in delay or indefinite postponement of further exploration and development of EMX's projects which could result in the loss of one or more of its properties. The securities markets can experience a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be development stage companies such as EMX, may experience wide fluctuations in share prices which will not necessarily be related to their operating performance, underlying asset values or prospects. There can be no assurance that share price fluctuations will not occur in the future, and if they do occur, there may be a severe impact on the Company's ability to raise additional funds through equity issues. Uncertainty of Mineral Resource and Mineral Reserve Estimates Any estimates for the properties in which the Company has a royalty or other interest, including historical estimates, may not be correct. The figures for mineral resources and mineral reserves, or historical estimates, are estimates only and no assurance can be given that the estimated mineral resources and mineral reserves, or historical estimates, will be recovered or that they will be recovered at the rates estimated. Mineral reserve and mineral resource estimates are based on limited sampling and geological interpretation, and, consequently, are uncertain because the samples may not be representative. Mineral reserve and mineral resource estimates may require revision (either up or down) based on actual production experience. Market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain mineral reserves and mineral resources uneconomic and may ultimately result in a restatement of estimated mineral reserves and/or mineral resources. Page 27 of 43 Mineral resources that are not mineral resources, there is no assurance that inferred resources will be upgraded to mineral reserves as a result of continued exploration. Competition EMX competes with many companies that have substantially greater financial and technical resources for project acquisition and development, as well as for the recruitment and retention of qualified employees. Return on Investment Risk Investors cannot expect to receive a dividend on an investment in the Common Shares in the foreseeable future, if at all. No Assurance of Titles or Borders The acquisition of the right to explore for and exploit mineral properties is a very detailed and time-consuming process. There can be no guarantee that the Company has acquired title to any such surface or mineral rights or that such rights will be obtained in the future. To the extent they are obtained, titles to the Company's surface or mineral properties may be challenged or impugned and title insurance is generally not available. The Company's surface or mineral properties may be subject to prior unregistered agreements, transfers or claims and title may be affected by, among other things, undetected defects. Such third-party claims and defects could have a material adverse impact on the Company's operations. Currency Risks The Company's equity financings are sourced in Canadian dollars but much of its expenditures are in local currencies or U.S. dollars. At this time, there are no currency hedges in place. Therefore, a weakening of the Canadian dollar against the U.S. dollar or local currencies could have an adverse impact on the amount of funds available and work conducted. Insured and Uninsured Risks In the course of exploration, development and operation of mineral properties, the Company is subject to a number of risks and hazards in general, including adverse environmental conditions, operational accidents, labour disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to the Company's property or facilities and equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses and possible legal liability. Although the Company may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company's results and result in the decline in value of the securities of the Company. Some work is carried out through independent consultants and the Company requires all consultants to carry their own insurance to cover any potential liabilities as a result of their work for the Company. Environmental Risks and Hazards The activities of the Company are subject to environmental regulations issued and enforced by government agencies. Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown to the Company at present. Page 28 of 43 Changes in Climate Conditions and Legislation A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state or provincial, and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, this may result in increased costs at some or all of the Company's operations. In addition, the physical risks of climate change may also have an adverse effect on the Company's operations. Extreme weather events have the potential to disrupt operations at the Company's properties and may require the Company to make additional expenditures to mitigate the impact of such events. The physical risks of climate change may also have an adverse effect on some of the Mining Operations. These risks include the following: sea level rise: changes in sea level could affect ocean transportation and shipping facilities which are used to transport supplies, equipment and workforce and products from operations to world markets; extreme weather events: extreme weather events (such as increased frequency or intensity of hurricanes, increased snowpack, prolonged drought) have the potential to disrupt mining operations. Extended disruptions to supply lines could result in interruption to production; resource shortages: mining operations depend on regular supplies of consumables (diesel, tires, sodium cyanide, et cetera) and reagents to operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential commodities, production efficiency at mining operations is likely to be reduced. There is no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risk of climate change will not have a material and adverse effect on the mining operations in which the Company has an interest and their profitability. Key Personnel Risk EMX's success is dependent upon the performance of key personnel working in management and administrative capacities or as consultants. The loss of the services of senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations. Conflicts of Interest In accordance with the corporate laws of British Columbia, the directors and officers of a corporation are required to act honestly, in good faith and in the best interests of the Company. EMX's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource industry companies and, to the extent that such other companies may participate in ventures in which the Company may participate, such directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of the Company's directors, a director with such a conflict will abstain from voting for or against the approval of such participation or such terms. Passive Foreign Investment Company United States ("U.S.") investors in Common Shares should be aware that based on current business plans and financial expectations, EMX currently expects that it will be classified as a passive foreign investment company ("PFIC") under United States tax laws for the financial year ending December 31, 2022 and expects to be a PFIC in future tax years. If EMX is a PFIC for any tax year during a U.S. shareholder's ownership of Common Shares, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called "excess distribution" received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the U.S. shareholder makes a timely and effective "qualified electing fund" election ("QEF Election") or a "mark-to-market" election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of EMX's net capital gain and ordinary earnings for any year in which EMX is a PFIC, whether or not EMX distributes any amounts to its shareholders. Page 29 of 43 For each tax year that EMX qualifies as a PFIC, EMX intends to: (a) make available to U.S. shareholders, upon their written request, a "PFIC Annual Information Statement" as described in United States Treasury Regulation Section 1.1295-1(g) (or any successor Treasury Regulation) and (b) upon written request, use commercially reasonable efforts to provide all additional information that such U.S. shareholder is required to obtain in connection with maintaining such QEF Election with regard to EMX. EMX may elect to provide such information on its website www.EMXRoyalty.com. Each U.S. investor should consult its own tax advisor regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership and disposition of Common Shares. Corporate Governance and Public Disclosure Regulations The Company is subject to changing rules and regulations promulgated by a number of United States and Canadian governmental and self-regulated organizations, including the U.S. Securities and Exchange Commission, the British Columbia and Alberta Securities Commissions, the NYSE American and the TSX-Venture exchanges. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created, making compliance more difficult and uncertain. The Company's efforts to comply with the new rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Internal Controls over Financial Reporting Applicable securities laws require an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. The Company may in the future fail to achieve and maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting. Future acquisitions may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired corporations may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute assurance, that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected. In addition, should the Company expand in the future, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require that the Company continue to improve its internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We have reported a control deficiency in this MD&A, and may potentially in the future discover, areas of internal control over financial reporting that may require improvement. The control deficiency that resulted in our reported material weakness was related to insufficient resources to properly execute the designed controls or perform an effective review over certain manual controls related to the financial statement close process. Whenever such a control deficiency is determined to exist, we could incur significant costs in remediation efforts implementing measures designed to ensure that the control deficiencies contributing to a material weakness are remediated. If we are unable to assert that our internal control over financial reporting is effective now or in any future period, whether as a result of a newly- determined deficiency or because remediation efforts are ongoing, or if our independent auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price. Information Systems and Cyber Security The Company's information systems, and those of its counterparties under royalty agreements and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. Unauthorized parties may attempt to gain access to these systems or the Company's information through fraud or other means of deceiving the Company's counterparties. The Company's operations depend, in part, on how well the Company and its suppliers, as well as counterparties under the royalty agreements, protect networks, equipment, information technology ("IT") systems and software against damage from a number of threats. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company's reputation and results of operations. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. Page 30 of 43 The Company has entered into agreements with third parties for hardware, software, telecommunications and other services in connection with its own operations. The Company also depends on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risk of failures. Although to date the Company has not experienced any known material losses relating to cyber-attacks or other data/information security breaches in the history of the Company, there can be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain an area of attention. Any future significant compromise or breach of the Company's data/information security, whether external or internal, or misuse of data or information, could result in additional significant costs, lost sales, fines and lawsuits, and damage to the Company's reputation. In addition, as the regulatory environment related to data/information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to the Company's business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Activist Shareholders Publicly traded companies are often subject to demands or publicity campaigns from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or for certain corporate actions or reorganizations. There can be no assurance that the Company will not be subject to any such campaign, including proxy contests, media campaigns or other activities. Responding to challenges from activist shareholders can be costly and time consuming and may have an adverse effect on the Company's reputation. In addition, responding to such campaigns would likely divert the attention and resources of the Company's management and Board, which could have an adverse effect on the Company's business and results of operations. Even if the Company were to undertake changes or actions in response to activism, activist shareholders may continue to promote or attempt to effect further changes and may attempt to acquire control of the Company. If shareholder activists are ultimately elected to the Board, this could adversely affect the Company's business and future operations. This type of activism can also create uncertainty about the Company's future strategic direction, resulting in loss of future business opportunities, which could adversely affect the Company's business, future operations, profitability and the Company's ability to attract and retain qualified personnel. Reputation Damage Reputational damage can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. While the Company does not ultimately have direct control over how it and its Directors, officers and employees are perceived by others, reputational loss could have a material adverse impact on the Company's financial performance, financial condition, cash flows and growth prospects. Page 31 of 43 CONTROLS AND PROCEDURES Disclosure Controls and Procedures At the end of the period covered by this MD&A, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this MD&A, because of a specific weakness in internal control over financial reporting discussed below under “Management’s Report on Internal Control Over Financial Reporting”, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in National Instrument 52-109 in Canada and in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. There are inherent limitations in all control systems, which include the realities that judgments in decision- making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls and projections of any evaluation of effectiveness to future periods may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management, including the CEO and CFO, evaluated the design and assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this assessment, management has concluded that EMX’s internal control over financial reporting was not effective as at December 31, 2022 due to a specific material weakness. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The control deficiency that resulted in this material weakness was related to insufficient resources to properly execute the designed controls or perform an effective review over certain manual controls related to the financial statement close process. Page 32 of 43 The material weakness did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results. Management's Remediation Initiatives The specific weakness is a need for additional resources for accounting management and oversight. A senior member of our accounting staff resigned during the relevant period and the Company has since hired an additional Certified Professional Accountant in the first quarter of fiscal 2023. Their contribution is ongoing as of the filing of this MD&A in Canada and the United States. Attestation Report of Independent Registered Accounting Firm The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Davidson & Company LLP, an independent registered public accounting firm. Changes in Internal Control over Financial Reporting During the period covered by MD&A, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the identification of the material weakness identified above. OUTSTANDING SHARE DATA At March 23, 2022, the Company had 110,664,190 common shares issued and outstanding. There were also 7,837,000 stock options outstanding with expiry dates ranging from July 10, 2023 to July 20, 2027 and 7,062,119 warrants outstanding with expiry dates ranging from November 5, 2023 to April 14, 2027. FORWARD-LOOKING INFORMATION This MD&A may contain forward-looking statements. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, mineral reserves and resource estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, completion of transactions, market prices for metals or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning mineral resource estimates may also be deemed to constitute "forward-looking statements" to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects," "anticipates," "believes," "plans," "projects," "estimates," "assumes," "intends," "strategy," "goals," "objectives," "potential," "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are based on a number of material assumptions, including those listed below, which could prove to be significantly incorrect: production at any of the mineral properties in which the Company has a royalty or other interest; Page 33 of 43  estimated capital costs, operating costs, production and economic returns; estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other assumptions underlying the Company's resource and reserve estimates; the expected ability of any of the properties in which the Company holds a royalty or other interest to develop adequate infrastructure at a reasonable cost; assumptions that all necessary permits and governmental approvals will be obtained; assumptions made in the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty or other interest; expectations regarding demand for equipment, skilled labor and services needed for exploration and development of mineral properties in which the Company holds a royalty or other interest; and the activities on any of the properties in which the Company holds a royalty or other interest will not be adversely disrupted or impeded by development, operating or regulatory risks or any other government actions. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: uncertainty of whether there will ever be production at the mineral exploration and development properties in which the Company holds a royalty or other interest; uncertainty of estimates of capital costs, operating costs, production and economic returns; uncertainties relating to the assumptions underlying the Company's resource and reserve estimates, such as metal pricing, metallurgy, mineability, marketability and operating and capital costs; risks related to the ability of any of the properties in which the Company holds a royalty or other interest to commence production and generate material revenues or obtain adequate financing for their planned exploration and development activities; risks related to the ability to finance the development of mineral properties through external financing, joint ventures or other strategic alliances, the sale of property interests or otherwise; risks related to the Company's dependence on third parties for exploration and development activities; dependence on cooperation of joint venture partners in exploration and development of properties; credit, liquidity, interest rate and currency risks; risks related to market events and general economic conditions; uncertainty related to inferred mineral resources; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the mineral deposits of any of the properties in which the Company holds a royalty or other interest; risks related to lack of adequate infrastructure; mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in development, construction or production; the risk that permits and governmental approvals necessary to develop and operate mines on the properties in which the Company holds a royalty or other interest will not be available on a timely basis or at all; commodity price fluctuations; risks related to governmental regulation and permits, including environmental regulation; risks related to the need for reclamation activities on the properties in which the Company holds a royalty or other interest and uncertainty of cost estimates related thereto; uncertainty related to title to the mineral properties of any of the properties in which the Company holds a royalty or other interest; uncertainty as to the outcome of potential litigation; risks related to increases in demand for equipment, skilled labor and services needed for exploration and development of mineral properties, and related cost increases; increased competition in the mining industry; the Company's need to attract and retain qualified management and technical personnel; risks related to hedging arrangements or the lack thereof; uncertainty as to the Company's ability to acquire additional commercially mineable mineral rights; risks related to the integration of potential new acquisitions into the Company's existing operations; Page 34 of 43  risks related to unknown liabilities in connection with acquisitions; risks related to conflicts of interest of some of the directors of the Company; risks related to global climate change; risks related to global pandemics and the spread of other viruses or pathogens; risks related to adverse publicity from non-governmental organizations; risks related to political uncertainty or instability in countries where the Company's mineral properties are located; uncertainty as to the Company's PFIC status; uncertainty as to the Company's status as a "foreign private issuer" and "emerging growth company" in future years; uncertainty as to the Company's ability to reestablish the adequacy of internal control over financial reporting; risks related to regulatory and legal compliance and increased costs relating thereto; the ongoing operation of the properties in which the Company holds a royalty or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and no adverse development in respect of any significant property in which the Company holds a royalty or other interest. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to under the heading "Description of the Business-Risk Factors" in the AIF (as defined below), which is incorporated by reference herein. The Company's forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. More information about the Company including its recent financial reports is available on SEDAR at www.sedar.com. The Company's Annual Report on Form 40-F, including the recent financial reports, is available on SEC's EDGAR website at www.sec.gov and on the Company's website at www.EMXroyalty.com. Cautionary Note to Investors Concerning Estimates of Inferred, Indicated and Measured Resources Investors are cautioned that Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Geological evidence is sufficient to imply, but not verify, geological and grade continuity of Inferred mineral resources. It is reasonably expected that the majority of Inferred resources could be upgraded to Indicated resources with continued exploration. Under Canadian rules, estimates of Inferred mineral resources may not be converted to a mineral reserve, or form the basis of economic analysis, production schedule, or estimated mine life in publicly disclosed Pre-Feasibility or Feasibility Studies, or in the Life of Mine plans and cash flow models of developed mines. Inferred mineral resources can only be used in economic studies as provided under NI 43-101. U.S. investors are cautioned not to assume that part or all of an Inferred resource exists, or is economically or legally mineable. U.S. investors are further cautioned not to assume that any part or all of a mineral resource in the Measured and Indicated categories will ever be converted into reserves. Page 35 of 43 NON-IFRS FINANCIAL MEASURES Adjusted Revenue and Other Income and Adjusted Cash Flows from Operating Activities Adjusted revenue and other income, and adjusted cash flows from operating activities are non-IFRS financial measures, which are defined by EMX by including the following items from Loss for the year and cash flows from operations respectively. Equity income from associated entities holding royalty interests and the related cash flows related to the Company's effective royalty on Caserones. Management uses adjusted revenue and other income, and adjusted cash flows from operating activities to evaluate the underlying operating performance of EMX for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS such as revenue and other income, and cash flows from operations, our investors may use adjusted revenue and other income, and adjusted cash flows from operating activities to evaluate the results of the underlying business of EMX, particularly since the included items may not typically be included in operating results. While the adjustments to revenue and other income, and cash flows from operations in these measures may include items that are both recurring and non-recurring, management believes that adjusted revenue and other income, and adjusted cash flows from operating activities are useful measures of EMX's performance because they adjust for items which management believes reflect our core operating results from period to period. Adjusted revenue and other income, and adjusted cash flows from operating activities are intended to provide additional information to investors and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. They do not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers. Reconciliation of Adjusted Revenue and Other Income, and Adjusted Cash Flows from Operating Activities In Thousands of Dollars Revenue and Other Income Per financial statements SLM California royalty revenue The Company's ownership % The Company's share of royalty revenue Adjusted In Thousands of Dollars Cash provided by (used in) operating activities Per financial statements Caserones royalty distributions Adjusted Three months ended December 31, 2022 2,288 3,308 37.7% 1,248 3,536 $ $ $ $ $ $ Three months ended December 31, 2021 1,887 7,043 37.7% 2,657 4,544 Year ended December 31, 2022 18,277 18,887 37.7% 7,126 25,403 $ $ $ $ $ $ Year ended December 31, 2021 7,526 16,362 21.5% 3,518 11,044 Year ended December 31, 2022 16,729 5,224 21,953 $ $ Year ended December 31, 2021 (8,062) 1,706 (6,356) $ $ Page 36 of 43 LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS Appendix A List of Royalty Assets AbraSilver Resources AbraSilver Resources KNB & Rockwell Many Peaks Gold Pty Ltd Garibaldi Resources Cassair Gold Norra Metals Corp Satori Resources Angel Wing Metals Inc Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Advanced Royalty Exploration Portofino Exploration Prime Meridian Exploration Goldon Exploration Gold Hunter Resources Exploration Balkan Mining Exploration Shafer Resources Exploration BTU Metals Exploration Trillium Gold Exploration Argentina Australia, New South Wales Australia, Queensland Canada, British Columbia Canada, Manitoba Canada, Ontario Diablillos M18/Aguas Perdidas Koonenberry Queensland Gold E&L Nickel Mountain Hunter 1-12 Pyramid 1.0% NSR Precious Metals Silver-Gold 1.0% NSR Precious Metals Silver 3% NSR & AAR payments (NQM) 2.5% NSR & other payments 1.0% NSR 2.5% NSR 1.0% NSR Precious Metals Gold Precious Metals Gold-Copper Base Metals Nickel-Copper Precious Metals Precious Metals Tartan Lake 2.0% NSR Precious Metals Birch/Uchi multiple groups Bruce Lake Bruce Lake- Camping Lake Bruce Lake - Pakwash North Cameron Lake East 1.5% NSR Precious Metals 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Other payments Precious Metals Dagny Lake Other payments Base Metals Nickel-Copper- Gold Gold Gold Gold Gold Gold Gold Gold Gold Precious Metals Precious Metals Precious Metals Gold Gold Gold Dash Lake Dixie Halo Dixie 17-18-19 - Eastern Vision Confederation South - Dixie Lake2 Confederation South - Dixie Lake 3 Fairchild Lake Gerry Lake - Eastern Vision Jackson Manion Kwai Lang Lake Cabin Bay North - Leo Longlegged Lake Lucky 7 1.5% NSR & other payments 0.75% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals 1.5% NSR Precious Metals 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Page 37 of 43 Precious Metals Gold Trillium Gold Exploration Precious Metals Gold Trillium Gold Exploration Gold Gold Gold Gold Gold Gold Gold Gold Fairchild Gold Exploration Trillium Gold Exploration Angel Wing Metals Inc Exploration Golden Goliath Exploration Cross River Ventures Exploration Trillium Gold Exploration Silver Dollar Resources Exploration Trillium Gold Exploration LOCATION PROPERTY ROYALTY/PAYMENTS Appendix A List of Royalty Assets Manitou Project Maskootch McDonough East McDonough Pipestone McVicar Lake Nabish Lake North Pakwash Pakwash Lake Red Lake Gold 1 Red Lake Gold - Gullrock Lake Red Lake Gold - Duchess Red Lake Gold - Red Lake Red Lake Gold - Tilly Rex Lake South Sandy Pines/Fly Lake/Joy Shabu - Cross River Shabu - Mastadon - Taura Gold South of Otter Swain Lake Fernet Portage River Canada, Ontario Canada, Quebec 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments 3.0% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments COMMODITY GROUP Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals Precious Metals COMMODITY OPERATOR STATUS Gold Gold Gold Gold Gold Gold Gold Gold Gold Gold Cross River Ventures Cross River Ventures Exploration Exploration Musk Metals Exploration Goldon Exploration Goldon Exploration Cross River Ventures Heritage Mining Exploration Exploration Trillium Gold Exploration Silver Dollar Resources Exploration Pacton Gold Exploration 2.5% NSR Precious Metals 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 0.25% to 2.25% & other payments 2% NSR & other payments 1.5% NSR & other payments 1.5% NSR & other payments Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Precious Metals Gold Pacton Gold Exploration Base Metals Nickel-Copper- Cobalt Double O Seven Exploration Precious Metals Gold Pistol Bay Exploration Precious Metals Gold Cross River Ventures Exploration 1.5% NSR Precious Metals Gold Mastadon Exploration 1.5% NSR & other payments 1.5% NSR 1.0% NSR & other payments 1.5% NSR & other payments Precious Metals Precious Metals Precious Metals Precious Metals Gold Gold Gold Gold Portofino Exploration Pacton Gold QCX Gold Corp Exploration Exploration Frontline Gold Exploration Arrieros 1.0% NSR Base Metals Chile Block 4 Block 3 1.0% NSR Base Metals 1.0% NSR Base Metals Caserones 0.7335% NSR Base Metals Copper- Molybdenum- Gold Copper- Molybdenum Copper- Molybdenum Copper- Molybdenum Pampa Metals Corp Pampa Metals Corp Pampa Metals Corp JX Nippon Exploration Exploration Exploration Producing Royalty Page 38 of 43 LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS Appendix A List of Royalty Assets Cerro Blanco 1.0% NSR Base Metals Cerro Buenos Aires 1.0% NSR Base Metals Copper- Molybdenum- Gold Copper- Molybdenum- Gold-Silver Challacollo 2.0% NSR Precious Metals Silver-Gold Kolla Kananchiari - Bronce Weste 1% NSR precious metals, 0.5% NSR base metals Precious Metals Gold-Copper- Silver Las Animas 1.5% NSR Base Metals Copper-Gold Limbo 1.0% NSR Precious Metals Gold-Silver Chile Magallanes 1.0% NSR Precious Metals Gold-Silver Morros Blancos Redono- Veronica 1.0% NSR Base Metals 1.0% NSR Base Metals Copper-Gold- Molybdenum Copper- Molybdenum San Guillermo 0.5% NSR Precious Metals Gold-Silver San Valentino 1.0% NSR Base Metals Copper-Gold- Molybdenum T4 1.5% NSR Base Metals Copper-Gold Gold-Silver / Copper- Molybdenum Gold-Silver- Copper PGE-Nickel- Copper-Gold Victoria Norte 2.0% NSR Precious Metals Victoria Sur 1.0% NSR Precious Metals Finland Kaukua Oijarvi 2% NSR Base Metals 1%/3% NSR Precious Metals Gold-Silver Grand Bois 0.5% NSR Precious Metals Gold-Copper Grand Bois & Surrounding Properties La Miel La Mine Haiti 0.5% NSR Base Metals Copper-Gold 0.5% NSR Precious Metals Gold-Copper 0.5% NSR Precious Metals Gold-Copper North Central 0.5% NSR Precious Metals Gold-Copper Northeast 0.5% NSR Precious Metals Gold-Copper Northwest 0.5% NSR Base Metals Copper-Gold Mexico, Durango El Mogote 2.0% NSR Precious Metals Gold-Silver Pampa Metals Corp Pampa Metals Corp Aftermath Silver Masglas America Corporation Atacama Copper Exploration Ltd Austral Gold Ltd Austral Gold Ltd Pampa Metals Corp Pampa Metals Corp Austral Gold Ltd Atacama Copper Exploration Ltd Atacama Copper Exploration Ltd Hochschild Mining PLC Pampa Metals Corp Palladium One Gold Line Resources Sono Global Holdings Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Newmont Ventures Ltd Industrias Peñoles Exploration Exploration Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Mexico, Durango San Agustin Sulfides 2.0% NSR Precious Metals Gold Argonaut Gold Exploration Mexico, Sinaloa San Marcial 0.75% NSR Base Metals Silver-Gold- Zinc-Lead GR Silver Advanced Royalty Page 39 of 43 Appendix A List of Royalty Assets LOCATION PROPERTY ROYALTY/PAYMENTS Norway Bamble Bleikvassli Burfjord Espedalen Flat Hosanger Kjoli Lokken Meraker Mofjell - Mo- i-Rana Rostvangen Sagvoll Sigdal Sulitjelma Vakkerlien 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR, AAR's & equity interest 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments COMMODITY OPERATOR STATUS COMMODITY GROUP Base Metals Base Metals Nickel-Copper- Cobalt-PGE Zinc-Lead- Copper Base Metals Copper-Gold Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Base Metals Nickel-Copper- Cobalt Nickel-Copper- Cobalt-PGE Nickel-Copper- Cobalt Copper-Zinc- Lead Copper-Zinc- Lead Copper-Zinc- Gold Copper-Lead- Zinc-Gold Nickel-Copper- Cobalt Martin Laboratories EMG Ltd Norra Metals Corp Norden Crown Metals Corp Kendric Resources Martin Laboratories EMG Ltd Kendric Resources Capella Minerals Ltd Capella Minerals Ltd Norra Metals Corp Mahive Minerals AB Playfair Mining Ltd Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Base Metals Nickel-Copper Minco Silver Exploration Base Metals Nickel-Copper- Cobalt Kendric Resources Exploration Base Metals Zinc-Copper Minco Silver Exploration Base Metals Nickel-Copper- Cobalt Copper-Silver- Manganese-Zinc Playfair Mining Ltd Aftermath Silver Exploration Advanced Royalty Peru Berenguela 1.0% - 1.25% NSR Base Metals Serbia Jasikovo East - Durlan Potok Timok - (Brestovac West license Timok - Cukaru Peki Blabarliden Faboliden Norra Sweden Fiskeltrask Gumsberg Kankberg Norra 0.5% NSRS1 Base Metals Copper-Gold Zijin Mining Exploration 2.0% NSR on Au and Ag, 1% NSR other metals Precious Metals Gold Zijin Mining Exploration 0.5% NSRS1 Base Metals Copper-Gold Zijin Mining 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments Precious Metals Precious Metals Gold Gold Base Metals Ni-Cu-Co Base Metals Zinc-Lead- Silver Precious Metals Gold Gold Line Resources Capella Minerals Ltd Bayrock Resources Ltd Norden Crown Metals Corp Gold Line Resources Producing Royalty Exploration Exploration Exploration Exploration Exploration Page 40 of 43 LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY OPERATOR STATUS Appendix A List of Royalty Assets Sweden Kattisavan Klippen Kukasjarvi Mjovattnet Njuggtraskliden Nottrask Paubacken Skogstrask Solvik Storjuktan Svardsjo Tomtebo Viscaria Vuostok Akarca Balya 3% NSR & other payments 1% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 3% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 2.5% NSR & other payments 2.5% NSR & other payments 3% NSR & other payments 1-3% NSR & other payments 4% NSR & other payments COMMODITY GROUP Precious Metals Precious Metals Gold Gold Base Metals Ni-Cu-Co Base Metals Base Metals Nickel-Copper- Cobalt-PGE Nickel-Copper- Cobalt-PGE Base Metals Ni-Cu-Co Precious Metals Gold Base Metals Ni-Cu-Co Precious Metals Precious Metals Gold Gold Base Metals Base Metals Copper-Zinc- Lead-Silver- Gold Copper-Zinc- Lead-Silver- Gold Base Metals Ni-Cu-Co Precious Metals Gold-Silver Base Metals Zinc-Lead- Silver Gold-Silver / Copper-Zinc- Gold-Silver Gold Line Resources Gold Line Resources Bayrock Resources Ltd Martin Laboratories EMG Ltd Martin Laboratories EMG Ltd Bayrock Resources Ltd Gold Line Resources Bayrock Resources Ltd Gold Line Resources Gold Line Resources Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration District Metals Exploration District Metals Exploration Copperstone Resources Bayrock Resources Ltd Çiftay Esan Lidya Madencilik 1.0% NSR Base Metals Copper (Iron) Turkey Gediktepe Oxide / Sulfide 10.0% NSR Oxide / 2.0% NSR Sulfide Precious Metals USA, Alaska Sisorta 3.5-5% NSR & other payments Precious Metals Gold (Copper) Bahar Madencilik Yenipazar 6.0% - 10.0% NPI Precious Metals Gold-Silver- Zinc-Copper- Lead Virtus Mining/Trafigura 64 North - Goodpaster - West Pogo 64 North - Goodpaster - South Pogo 64 North - Goodpaster - Shaw 64 North - Goodpaster - Eagle 64 North - Goodpaster - LMS 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold Page 41 of 43 Millrock Resources Millrock Resources Millrock Resources Millrock Resources Millrock Resources Advanced Royalty Exploration Advanced Royalty Producing Royalty Producing Royalty Advanced Royalty Advanced Royalty Exploration Exploration Exploration Exploration Exploration LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS Appendix A List of Royalty Assets 64 North - Goodpaster - Last Chance 64 North - Goodpaster - East Pogo 64 North - Goodpaster - Divide 64 North - Goodpaster - Chisna Copper King Copper Springs Hardshell Skarn Jasper Canyon Malone Mesa Well Parks Salyer Red Top Superior West Miller Mountain Robber Gulch Awakening Bottle Creek Brooks Cathedral Well Gold Bar South - Afgan Grass Valley USA, Alaska USA, Arizona USA, Idaho USA, Nevada 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold 0.5 - 1.5% NSR Precious Metals Gold Millrock Resources Millrock Resources Millrock Resources Millrock Resources Exploration Exploration Exploration Exploration Exploration Base Metals Copper Kennecott Exploration Co Base Metals Copper South32 Exploration Base Metals Copper-Lead- Zinc-Silver South32 Exploration Base Metals Copper South32 Exploration Base Metals Copper South32 Exploration Base Metals Copper Intrepid Metals Exploration 2.0% NSR, AMR & Milestone Payments 2% production and other payments 2.0% NSR & AMR Payments 2% production and other payments 2% production and other payments 2% production and other payments 1.5% NSR & other payments 2.5% NSR/AMR & Milestone Payments 2% NSR, AMR & Milestone Payments 3.5% NSR/AMR & Milestone Payments 3.25% NSR & other payments Base Metals Copper Base Metals Copper Base Metals Copper Precious Metals Gold Precious Metals Gold Arizona Sonoran Copper Zacapa Resources Kennecott Exploration Co Zacapa Resources Ridgeline Exploration Corp Nevada Exploration Inc. Nevada Exploration Inc. Nevada Gold Mines Gold Royalties Corp McEwen Mining Inc Nevada Exploration Inc. Nevada Gold Mines Renaissance Gold Inc Nevada Gold Mines New Gold Recovery Stallion Gold Corp Advanced Royalty Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Producing Royalty Exploration Producing Royalty Exploration Exploration Exploration Exploration 2% NSR 2% NSR 4% NSR Precious Metals Precious Metals Precious Metals 2.5% NSR Precious Metals 1% NSR 2% NSR Precious Metals Precious Metals Gold Gold Gold Gold Gold Gold Gold Leeville 1% GSR Precious Metals Maggie Creek Maggie Creek South NP Placers Richmond Mountain 2% NSR on precious metals; 1% NSR on other metals Precious Metals Gold 3% NSR Precious Metals > Of 50 cents/yd3 or 4% NSR & AAR Payments 4% NSR, AAR & Milestone Payments Precious Metals Precious Metals Gold Gold Gold Page 42 of 43 Appendix A List of Royalty Assets LOCATION PROPERTY ROYALTY/PAYMENTS COMMODITY GROUP COMMODITY OPERATOR STATUS Selena Silver Peak South Grass Valley Speed Goat Swift Yerington West-Roulette Golden Ibex Copper Warrior 3.25% production, AMR & Milestone Payments Precious Metals Gold 1.5% NSR Precious Metals Silver-Gold 2% NSR Precious Metals 4% NSR & other payments 3.25% production, AMR & Milestone Payments 20% carried to feasibility or 2.5% NSR 1% NSR Precious Metals Precious Metals Base Metals Precious Metals 2.0% NSR Base Metals Gold Gold Gold Copper Gold Copper Ophir 2.0% NSR Base Metals Copper Ridgeline Minerals Millennium Silver Corp Nevada Exploration Inc. Hochschild Mining PLC Ridgeline Minerals Hudbay Minerals Golden Ibex Warrior Metals Inc Kennecott Exploration Co Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration Exploration USA, Nevada USA, Oregon USA, Utah Qualified Person Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified, and approved the list of EMX royalty assets. Page 43 of 43 EMX ROYALTY CORPORATION CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Thousands of United States Dollars) December 31, 2022 Page 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of EMX Royalty Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of EMX Royalty Corporation (the "Company") as of December 31, 2022, December 31, 2021, and January 1, 2021, and the related consolidated statements of income (loss), comprehensive loss, cash flows, and shareholders' equity for the years ended December 31, 2022 and 2021 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, December 31, 2021, and January 1 2021, and the results of its operations and its cash flows for the years ended December 31, 2022 and 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) ("COSO") and our report dated March 27, 2023, expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting. Change in Presentation Currency As discussed in Note 2 to the consolidated financial statements, during the year ended December 31, 2022, the Company retroactively change its presentation currency from the Canadian dollar to U.S. dollar. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Page 2 Assessment of Impairment Indicators or Recoverable Amount of Royalty and Other Property Interests, and of Investments in Associated Entities As described in Notes 2, 7 and 9 to the financial statements, the amount of the Company's royalty and other property interests was $53.4 million and the investments in associated entities was $58.2 million as of December 31, 2022. Management assesses whether any indication of impairment exists at the end of each reporting period for each royalty or other property interest and for the investments in associated entities, including assessing whether there are observable indications that the asset's value has declined during the period. If such an indication exists, the recoverable amount of the interest is estimated in order to determine the extent of the impairment (if any). Management uses judgment when assessing whether there are indicators of impairment, such as significant changes in future commodity prices, discount rates, operator reserve and resource information, and geological exploration data, which indicates production from royalty interests, or other property interests may not be recoverable. The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of royalty and other property interests and for the investments in associated entities is a critical audit matter includes significant judgments by management in assessing whether there were indicators of impairment, including among other items, evaluation of future commodity pricing, discount rates, ore recovery rates, performance projections of underlying mining operations, and publicly available data on exploration results on non-producing properties. There is significant auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the aforementioned matters. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others: evaluating the reasonableness of management's assessment of indicators of impairment for significant royalty and other property interests, and investments in associated entities; evaluation of future commodity pricing; assessing fair value model and related inputs with the assistance of a fair value specialist with respect to the Gediktepe royalty asset estimate of recoverable amount; evaluation of the current, past and projected performance of the underlying mining operations; and review of publicly available exploration results on non-producing properties. We have served as the Company's auditor since 2002. Vancouver, Canada March 27, 2023 Page 3 /s/ DAVIDSON & COMPANY LLP Chartered Professional Accountants REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of EMX Royalty Corporation Opinion on Internal Control Over Financial Reporting We have audited EMX Royalty Corporation's (the "Company") internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the "COSO criteria"). In our opinion, because of the effect of a material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's consolidated statements of financial position as of December 31, 2022, December 31, 2021, and January 1, 2021, and the related consolidated statements of income (loss), comprehensive loss, cash flows, and shareholders' equity for the years ended December 31, 2022 and 2021, and the related notes and our report dated March 27, 2023 expressed an unqualified opinion thereon. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment: deficiency in manual controls related to review process over period end closing and reporting. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2022, and this report does not affect our report dated March 27, 2023, on such financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Form 40-F. Our responsibility is to express an opinion on the entity's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Page 4 Definition and Limitations of Internal Control Over Financial Reporting An entity's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. An entity's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Vancouver, Canada March 27, 2023 Page 5 /s/ DAVIDSON & COMPANY LLP Chartered Professional Accountants EMX ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in thousands of United States Dollars) ASSETS Current Cash and cash equivalents Restricted cash (Note 3) Investments (Note 4) Trade receivables and other assets (Note 5) Loan receivable (Note 6) Total current assets Non-current Restricted cash (Note 3) Investments (Note 4) Trade receivables and other assets (Note 5) Investments in associated entities (Note 7) Royalty and other property interests (Note 9) Property and equipment (Note 10) Deferred financing charges Deferred income tax asset (Note 11) Total non-current assets TOTAL ASSETS LIABILITIES Current Accounts payable and accrued liabilities Advances from joint venture partners (Note 12) Loans payable (Note 13) Total current liabilities Non-current Loan payable (Note 13) Deferred income tax liability (Note 11) Total non-current liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Capital stock (Note 14) Reserves Deficit TOTAL SHAREHOLDERS' EQUITY December 31, 2022 December 31, 2021 January 1, 2021 Restated (Note 2) $ $ $ $ 15,508 1,330 10,409 11,574 - 38,821 144 4,152 12,522 58,189 53,425 1,188 389 - 130,009 $ 19,861 3,072 12,122 7,440 2,000 44,495 144 4,048 13,429 34,781 65,648 669 351 3,078 122,148 41,141 959 13,151 2,576 392 58,219 154 6,963 358 - 14,517 586 - - 22,578 168,830 $ 166,643 $ 80,797 $ 2,340 1,703 3,216 7,259 $ 2,336 2,696 50,733 55,765 2,840 1,228 - 4,068 - - - - - - 55,765 4,068 181,857 17,804 (88,783) 110,878 127,823 13,281 (64,375) 76,729 37,273 1,097 38,370 45,629 193,006 11,753 (81,558) 123,201 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Nature of operations and going concern (Note 1) Event subsequent to the reporting date (Note 20) $ 168,830 $ 166,643 $ 80,797 Approved on behalf of the Board of Directors on March 23, 2023 Signed: "David M Cole" Director Signed: "Larry Okada" Director The accompanying notes are an integral part of these consolidated financial statements. Page 6 EMX ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Expressed in thousands of United States Dollars, except per share amounts) REVENUE AND OTHER INCOME (Note 8) COSTS AND EXPENSES General and administrative (Note 8) Project and royalty generation costs, net (Note 9) Depletion, depreciation, and direct royalty taxes Share-based payments (Note 14) Loss from operations Loss on revaluation of investments Gain (loss) on sale of marketable securities Equity income from investments in associated entities (Note 7) Foreign exchange gain (loss) Gain on debt and receivable modifications (Notes 9 & 13) Finance expenses and other (Note 13) Settlement gain, net (Note 9) Impairment charges (Notes 7 and 9) Income (loss) before income taxes Deferred income tax recovery (expense) (Note 11) Income tax expense (Note 11) Income (loss) for the year Basic earnings (loss) per share (Note 15) Diluted earnings (loss) per share (Note 15) Year ended December 31, 2022 18,277 $ Year ended December 31, 2021 Restated (Note 2) 7,526 $ 5,908 8,935 5,803 2,492 23,138 (4,861) (3,757) (350) 2,890 2,061 4,260 (5,247) 18,825 (5,526) 8,295 (4,175) (771) 3,349 0.03 0.03 $ $ $ 4,467 7,574 2,590 2,935 17,566 (10,040) (5,008) 371 2,761 (3,947) - (2,331) - (8,373) (26,567) 3,110 (274) (23,731) (0.27) (0.27) $ $ $ Weighted average number of common shares outstanding - basic (Note 15) Weighted average number of common shares outstanding - diluted (Note 15) 108,761,894 109,856,646 89,134,708 89,134,708 The accompanying notes are an integral part of these consolidated financial statements. Page 7 EMX ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Expressed in thousands of United States Dollars) Income (loss) for the year Other comprehensive income (loss) Reclass of AOCI on disposal of FVOCI investment Currency translation adjustment Year ended December 31, 2022 3,349 $ Year ended December 31, 2021 Restated (Note 2) (23,731) $ - (5,930) 677 898 Comprehensive loss for the year $ (2,581) $ (22,156) The accompanying notes are an integral part of these consolidated financial statements. Page 8 EMX ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of United States Dollars) Cash flows from operating activities Income (loss) for the year Items not affecting operating activities: Interest income Effect of exchange rate changes on cash and cash equivalents Items not affecting cash: Loss on revaluation of investments Equity income from investments in associates Share-based payments Bonus shares issued Gain on debt and receivable modification Deferred income tax expense (recovery) Depreciation Depletion Finance charges, net of settlement gains Realized (gain) loss on sale of investments Impairment charges Shares received pursuant to property agreements Unrealized foreign exchange (gain) loss Changes in non-cash working capital items (Note 19) Total cash provided by (used in) operating activities Cash flows used in investing activities Option payments received Interest received on cash and cash equivalents Dividends and other distributions Loan receivable Proceeds from loan repayment Acquisition of royalty and other property interests, net Purchase of investment in associated entity Purchases of fair value through profit and loss investments, net Purchase and sale of property and equipment, net Reclamation bonds Total cash used in investing activities Cash flows from financing activities Loans payable Loan repayments Proceeds from private placement Share issue costs Proceeds from exercise of options Deferred financing costs Total cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents, beginning Cash and cash equivalents, ending Supplemental disclosure with respect to cash flows (Note 19) Year ended December 31, 2022 Year ended December 31, 2021 Restated (Note 2) $ 3,349 $ (23,731) (1,773) 579 3,757 (2,890) 3,429 - (4,260) 4,175 147 5,637 5,247 350 5,526 (947) (2,624) (2,973) 16,729 473 40 5,441 - 2,544 (484) (25,742) (1,912) (699) 362 (19,977) - (11,486) 10,000 (39) 1,037 (38) (526) (579) (4,353) 19,861 (917) (92) 5,008 (2,761) 3,624 10 - (3,110) 81 2,418 2,016 (371) 8,373 (2,038) 3,112 316 (8,062) 507 175 1,924 (1,976) 439 (33,831) (38,150) (1,289) (162) (476) (72,839) 43,195 (1,171) 17,241 (507) 1,122 (351) 59,529 92 (21,280) 41,141 $ 15,508 $ 19,861 The accompanying notes are an integral part of these consolidated financial statements. Page 9 EMX ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Expressed in thousands of United States Dollars, except per share amounts) Number of common shares Capital stock Share-based payments Accumulated other comprehensive loss Deficit Total Reserves Balance as at December 31, 2021 - Restated (Note 2) Shares issued for royalty and property acquisitions Shares issued for private placements Share issue costs Shares issued for exercise of stock options RSUs issued Share-based payments Foreign currency translation adjustment Effect of functional currency change Income for the year 105,359,211 $ 181,857 $ 18,347 $ (543) $ (88,783) $ 110,878 211,795 3,812,121 - 1,110,000 171,063 - - - - 477 8,670 (39) 1,639 402 - - - - - 1,330 - (602) (402) 3,429 - - - - - - - - - (5,930) (3,876) - - - - - - - - 3,876 3,349 477 10,000 (39) 1,037 - 3,429 (5,930) - 3,349 Balance as at December 31, 2022 110,664,190 $ 193,006 $ 22,102 $ (10,349) $ (81,558) $ 123,201 Number of common shares Capital stock Share-based payments Accumulated other comprehensive loss Deficit Total Reserves Balance as at December 31, 2020 - Restated (Note 2) Shares issued for royalty and property acquisitions Shares issued for private placements Shares issued in connection with Sprott credit facility Share issue costs Shares issued for exercise of stock options Shares issued for bonuses RSUs issued Share-based payments Reclass of AOCI on disposal of FVOCI investment Foreign currency translation adjustment Loss for the year Balance as at December 31, 2021 - Restated (Note 2) 84,677,831 $ 127,823 $ 15,399 $ (2,118) $ (64,375) $ 12,437,833 6,500,000 450,730 - 1,055,400 4,667 232,750 - - - - 34,253 17,190 1,239 (567) 1,763 10 146 - - - - - 51 - 60 (641) - (146) 3,624 - - - - - - - - - - - 677 898 - - - - - - - - - (677) - (23,731) 76,729 34,253 17,241 1,239 (507) 1,122 10 - 3,624 - 898 (23,731) 105,359,211 $ 181,857 $ 18,347 $ (543) $ (88,783) $ 110,878 The accompanying notes are an integral part of these consolidated financial statements. Page 10 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 1. NATURE OF OPERATIONS AND GOING CONCERN EMX Royalty Corporation (the "Company" or "EMX"), together with its subsidiaries operates as a royalty and prospect generator engaged in the exploring for, and generating royalties from, metals and minerals properties. The Company's royalty and exploration portfolio mainly consists of properties in North America, Turkey, Europe, Australia, and Latin America. The Company's common shares are listed on the TSX Venture Exchange ("TSX-V"), and the NYSE American under the symbol of "EMX", and also trade on the Frankfurt Stock Exchange under the symbol "6E9". The Company's head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8. These consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months. Some of the Company's activities for royalty generation are located in emerging nations and, consequently, may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and political situations. These consolidated financial statements of the Company are presented in United States Dollars ("USD" or "US$") unless otherwise noted, which is the functional currency of the Company's significant operating subsidiaries including Bullion Monarch Mining, Inc. ("BULM" or "Bullion"), Bronco Creek Exploration Inc. ("BCE"), EMX (USA) Services Inc., Eurasian Madencilik AS, Eurasian Royalty Madencilik AS, EMX Chile SpA and its 50% interest in Minera Tercero SpA ("Tercero"), the holder of an investment in associated entity which is also functionally USD. 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Statement of Compliance These consolidated financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss and fair value through other comprehensive income, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. Summary of Significant Accounting Policies Basis of consolidation The consolidated financial statements comprise the accounts of EMX Royalty Corporation, the parent company, and its controlled subsidiaries, after the elimination of all significant intercompany balances and transactions. Page 11 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Subsidiaries Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated. The Company's principal operating subsidiaries are as follows: Name Bullion Monarch Mining, Inc EMX (USA) Services Corp. Bronco Creek Exploration Inc. EMX - NSW1 PTY LTD. EMX Broken Hill PTY LTD. Eurasia Madencilik Ltd. Sirketi Eurasian Royalty Madencilik Anonim Sirketi EMX Scandinavia AB (formerly Eurasian Minerals Sweden AB) Viad Royalties AB EV Metals AB EMX Finland OY EMX Norwegian Services AS EMX Chile SpA Minera Tercero SpA Functional and presentation currency Place of Incorporation Utah, USA Nevada, USA Arizona, USA Australia Australia Turkey Turkey Sweden Sweden Sweden Finland Norway Chile Chile Ownership Percentage 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency for the Company and its subsidiaries is the Canadian dollar except the functional currency of the operations of Bullion Monarch Mining, Inc., Eurasian Royalty Madencilik AS, EMX Chile SpA and Minera Tercero SpA which is the US dollar. During the year ended December 31, 2022 the Company also changed the functional currency of Eurasia Madencilik AS, EMX (USA) Services Corp. and Bronco Creek Exploration Inc. to the US dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. Translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Monetary assets and liabilities denominated in foreign currencies are re-measured at the rate of exchange at each financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. On translation of the entities whose functional currency is other than the US dollar, revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Assets and liabilities are translated at the rate of exchange at the reporting date. Exchange gains and losses, including results of re-translation, are recorded in the foreign currency translation reserve. Page 12 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Effective December 31, 2022, the Company elected to change its presentation currency from the Canadian dollar ("CAD" or "C$") to USD. The change in presentation currency is to better reflect the Company's business activities and to improve investors' ability to compare the Company's financial results with other publicly traded precious metals royalty and streaming companies. The Company has applied the change to USD presentation currency retrospectively and restated the comparative financial information as if the new presentation currency had always been the Company's presentation currency. Revenue recognition Revenue is comprised of revenue earned in the period from contracts with customers under each of its royalty interests. The Company has determined that each unit of a commodity that is delivered to a customer under a royalty interest is a performance obligation. In accordance with IFRS 15, the Company recognizes revenue to depict the transfer of the relevant commodity to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those commodities. Revenue recognition for royalty interests occurs when control of the relevant commodity is transferred to the end customer by the operator of the royalty property. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreement. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of consideration to which it expects to be entitled and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known. Financial instruments The Company's financial instruments consist of cash and cash equivalents, short term and long term restricted cash, current and non-current investments, loan receivable, trade receivables, reclamation bonds, accounts payable and accrued liabilities, advances from joint venture partners and loans payable. All financial instruments are initially recorded at fair value and designated as follows: Cash and cash equivalents, restricted cash, trade receivables, loan receivable, and reclamation bonds which are classified as financial assets at amortized cost. Accounts payable and accrued liabilities, advances from joint venture partners and loans payable are classified as financial liabilities at amortized cost. Both financial assets at amortized cost and financial liabilities at amortized cost are measured at amortized cost using the effective interest method. Investments in common shares and warrants are classified as fair value through profit or loss ("FVTPL"). These common shares and warrants are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized in profit or loss under the classification of change in fair value of fair value through profit or loss assets. Transaction costs on initial recognition of financial instruments classified as FVTPL are expensed as incurred. Transaction costs incurred on initial recognition of financial instruments classified as amortized cost are recognized at their fair value amount and offset against the related asset or liability. Financial assets are derecognized when the contractual rights to the cash flows from the asset expire. Page 13 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Financial liabilities are derecognized only when the Company's obligations are discharged, cancelled or they expire. On derecognition, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability obtained) is recognized in profit or loss. Impairment The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information. Investments in associated entities The Company accounts for its long-term investments in affiliated companies over which it has significant influence using the equity basis of accounting, whereby the investment is initially recorded at cost, adjusted to recognize the Company's share of earnings or losses and reduced by dividends received. The Company assesses its equity investments for impairment if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the equity investment and that the event or events have an impact on the estimated future cash flow of the investment that can be reliably estimated. Objective evidence of impairment of equity investments includes: Significant financial difficulty of the associated companies; Becoming probable that the associated companies will enter bankruptcy or other financial reorganization; or National or local economic conditions that correlate with defaults of the associated companies. Other property interests and royalty generation expenditures Acquisition costs for property interests, net of recoveries, are capitalized on a property-by-property basis. Acquisition costs include cash consideration and the value of common shares, issued for property interests pursuant to the terms of the agreement. Royalty generation expenditures, net of recoveries, are charged to profit or loss as incurred. After a property is determined by management to be commercially feasible, an impairment test is conducted and subsequent development expenditures on the property will be capitalized. When there is little prospect of further work on a property being carried out by the Company or its partners, when a property is abandoned, or when the capitalized costs are no longer considered recoverable, the related property costs are written down to management's estimate of their net recoverable amount. The costs related to a property from which there is production, together with the costs of production equipment, will be depleted and amortized using the unit- of-production method. A property interest acquired under an option agreement, where payments are made at the sole discretion of the Company, is capitalized at the time of payment. Option payments received are treated as a reduction of the carrying value of the related acquisition cost for the mineral property until the payments are in excess of acquisition costs, at which time they are then credited to profit or loss. Option payments are at the discretion of the optionee and, accordingly, are accounted for when receipt is reasonably assured. Page 14 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Royalty interests Royalty interests consist of acquired royalty interests pursuant to purchase agreements. These interests are recorded at cost and capitalized as tangible assets with finite lives. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Project evaluation costs that are not related to a specific agreement are expensed in the period incurred. On acquisition of a royalty interest, an allocation of its cost is attributed to the exploration potential of the interest and is recorded as an asset on the acquisition date. The value of the exploration potential is accounted for in accordance with IFRS 6, Exploration and Evaluation of Mineral Resources and is not depleted until such time as the technical feasibility and commercial viability have been established at which point the value of the asset is accounted for in accordance with IAS 16, Property, Plant and Equipment. Acquisition costs of production stage royalty interests are depleted using the units of production method over the life of the related mineral property, which is calculated using estimated reserves. Acquisition costs of royalty interests on exploration stage mineral properties, where there are no estimated reserves, are not amortized. At such time as the associated exploration stage mineral interests are converted to estimated reserves, the cost basis is amortized over the remaining life of the mineral property, using the estimated reserves. The carrying values of exploration stage mineral interests are evaluated for impairment at such time as information becomes available indicating that production will not occur in the future. Property and equipment Property and equipment is recorded at cost. Buildings are depreciated using a 5 year straight line method. Equipment is depreciated using a 5 year straight line method or by using the declining balance method at a rate of 20% per annum. Depreciation on equipment used directly on exploration projects is included in exploration expenditures for that mineral property. Decommissioning liabilities Decommissioning liabilities are recognized for the expected obligations related to the retirement of long-lived tangible assets that arise from the acquisition, construction, development or normal operation of such assets. A decommissioning liability is recognized in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made with a corresponding decommissioning cost recognized by increasing the carrying amount of the related long-lived asset. The decommissioning cost is subsequently allocated in a rational and systematic method over the underlying asset's useful life. The initial fair value of the liability is accreted, by charges to profit or loss, to its estimated future value. Environmental disturbance restoration During the operating life of an asset, events such as infractions of environmental laws or regulations may occur. These events are not related to the normal operation of the asset and are referred to as environmental disturbance restoration provisions. The costs associated with these provisions are accrued and charged to profit or loss in the period in which the event giving rise to the liability occurs. Any subsequent adjustments to these provisions due to changes in estimates are also charged to profit or loss in the period of adjustment. These costs are not capitalized as part of the long-lived assets' carrying value. Page 15 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of assets Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. The Company assesses its cash generating units each period to determine whether any indication of impairment exists. Where an indicator of impairment exists, an estimate of the recoverable amount is made, which is the higher of the fair value less costs to sell and value in use. The determination of the recoverable amount for value in use requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and future operating performance. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Cash and cash equivalents Cash and cash equivalents include cash on hand, bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash. Share-based payments Share-based payments include option and stock grants granted to directors, employees and non-employees. The Company accounts for share-based compensation using a fair value based method with respect to all share-based payments measured and recognized, to directors, employees and non-employees. For directors and employees, the fair value of the options and stock grants is measured at the date of grant. For non-employees, the fair value of the options and stock are measured at the fair value of the goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. For directors, employees and non-employees, the fair value of the options and stock grants is accrued and charged to profit or loss, with the offsetting credit to share based payment reserve for options, and commitment to issue shares for stock grants over the vesting period. If and when the stock options are exercised, the applicable amounts are transferred from share-based payment reserve to capital stock. When the stock grants are issued, the applicable fair value is transferred from commitment to issue shares to capital stock. Option based compensation awards are calculated using the Black-Scholes option pricing model while stock grants are valued at the fair value on the date of grant. The Company has granted certain employees and non-employees restricted share units ("RSUs") to be settled in shares of the Company. The fair value of the estimated number of RSUs that will eventually vest, determined at the date of grant, is recognized as share-based compensation expense over the vesting period, with a corresponding amount recorded as reserves. The fair value of the RSUs is estimated using the market value of the underlying shares as well as assumptions related to the market and non-market conditions at the grant date. Income taxes Income tax expense consists of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is calculated providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income nor loss. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Page 16 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Income (loss) per share The Company presents basic earnings (loss) per share data for its common shares, calculated by dividing the income (loss) aributable to equity holders of the Company by the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated by adjusng the earnings aributable to equity holders and the weighted average number of common shares outstanding for the effects of all potenally diluve common shares. The calculaon of diluted earnings per share assumes that the proceeds to be received on the exercise of diluve share opons and warrants are used to repurchase common shares at the average market price during the period. In periods where a loss is reported, diluted loss per share is the same as basic loss per share as the effects of potenally diluve common shares would be an-diluve. Exisng stock opons and share purchase warrants are not included in the earnings (loss) per share computaon of diluted earnings (loss) per share if inclusion would be an-diluve. For the years presented in which the inclusion of stock opons and warrants would be an-diluve, the basic and diluted losses per share are the same. Valuation of equity units issued in private placements The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares issued in private placements is determined to be the more easily measurable component and are valued at their fair value, as determined by the closing quoted price on the day prior to the issuance date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded in reserves. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Chief Executive Officer. Critical Accounting Judgments and Significant Estimates and Uncertainties The preparation of the consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the periods presented therein. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, royalty revenues and expenses. Management bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions. Page 17 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company has identified the following significant judgments, and estimates where assumptions made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods. Further details of the nature of these assumptions and conditions may be found in the relevant notes to the consolidated financial statements. a) Royalty interests and related depletion In accordance with the Company's accounting policy, royalty interests are evaluated on a periodic basis to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognized to the extent that carrying amount exceeds recoverable amount. The recoverable amount of a royalty asset is measured at the higher of fair value less costs to sell and value in use. The determination of fair value and value in use requires management to make estimates and assumptions about expected production and sales volumes, the proportion of areas subject to royalty rights, commodity prices (considering current and historical prices, price trends and related factors), reserves and discount rates. These estimates and assumptions are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit or loss. The Company’s revenue generating royalty interests are depleted using the unit of production method over the estimated life of the related mineral property. The estimated life of the related mineral property requires the use of estimates and assumptions, including the amount of contained metals, recovery rates and payable rates. Changes to these assumptions could directly impact the depletion rates used. Changes to depletion rates are accounted for prospectively. b) Other property interests Recorded costs of other property interests are not intended to reflect present or future values of other property interests. Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s property interests are impaired. External sources of information management considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its property interests. Internal sources of information that management considers include the manner in which other property interests are being used or are expected to be used and indications of economic performance of the assets. The recorded costs are therefore subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that a change in future conditions could require a material change in the recognized amount. c) Taxation The Company's accounting policy for taxation requires management's judgment as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgment is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognized on the statement of financial position and their related measurement. Deferred tax assets, including those arising from unused tax losses, capital losses and temporary differences, are recognized only where it is considered probable that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Deferred tax liabilities arising from temporary differences caused principally by the expected royalty revenues generated by the royalty property are recognized unless expected offsetting tax losses are sufficient to offset the taxable income and therefore, taxable income is not expected to occur in the foreseeable future. Assumptions about the generation of future taxable profits depend on management's estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, and reserves. Judgments are also required about the application of income tax legislation in foreign jurisdictions. These judgments and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the statement of financial position and the amount of other tax losses and temporary differences not yet recognized. In such circumstances, some or the entire carrying amount of recognized deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to profit or loss. Page 18 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) d) Valuation of investments in private entities The Company values its investments in private entities at fair value at each reporting date. When the fair values of these financial instruments cannot be measured based upon quoted prices in active markets, their fair value is based on estimates made by management using valuation techniques. The inputs to these valuation models are taken from observable market data where possible, including concurrent third party investments, but where this is not feasible, a degree of judgement is required in establishing fair value. Changes in assumptions related to these inputs could affect the reported fair value of the financial instruments. Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following: a) Functional Currencies The functional currency of each of the Company's subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions, which determined the primary economic environment. b) Classification of investments as subsidiaries, joint ventures, associated company and portfolio investments Classification of investments requires judgement as to whether the Company controls, has joint control of or significant influence over the strategic financial and operating decisions relating to the activity of the investee. In assessing the level of control or influence that the Company has over an investment, management considers ownership percentages, board representation as well as other relevant provisions in shareholder agreements. If an investor holds 20% or more of the voting power of the investee, it is presumed that the investor has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the investor holds less than 20% of the voting power of the investee, it is presumed that the investor does not have significant influence, unless such influence can be clearly demonstrated. New Accounting Policies Certain pronouncements have been issued by the IASB or IFRIC that are effective for accounting periods beginning on or after January 1, 2023. The Company has reviewed these updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within these significant accounting policies. 3. RESTRICTED CASH At December 31, 2022, the Company classified $1,474 (December 31, 2021 - $3,216) as restricted cash. This amount is comprised of $144 (December 31, 2021 - $144) held as collateral for its corporate credit cards and cash of $1,330 (December 31, 2021 - $1,572) held by wholly-owned subsidiaries of the Company, which the full amount is for use and credit to the Company's exploration venture partners in the USA, Sweden, Norway, and Finland pursuant to expenditure requirements for ongoing property agreements. Partner advances expected to be used within the following twelve months are included with current assets. Page 19 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 4. INVESTMENTS At December 31, 2022 and 2021, the Company had the following investments: Marketable securities Warrants Private company investments Total Investments Less: current portion Non-current portion December 31, 2022 December 31, 2021 $ $ 9,966 4 4,591 14,561 (10,409) 4,152 $ $ 7,267 142 8,761 16,170 (12,122) 4,048 During the year ended December 31, 2022, the Company recognized $333 (2021 - $446) in interest income on its investment in Ensero Holdings, Inc., a privately-held Delaware corporation, and $Nil (2021 - $217) in dividend income related to certain marketable securities, both of which have been included in revenue and other income. The Company also receives investments as proceeds related to various property agreements and therefore may sell its holdings to the market where appropriate. During the year ended December 31, 2022 the Company realized $1,013 (2021 - $1,601) in proceeds from sales of investments. 5. TRADE RECEIVABLES AND OTHER ASSETS The Company's trade receivables and other assets are primarily related to royalty revenue receivable, deferred compensation and milestone payments, refundable taxes and VAT recoverable from government taxation authorities, recoveries of royalty generation costs from project partners, prepaid expenses and reclamation bonds. As at December 31, 2022 and 2021, trade receivables and other assets were as follows: Category Royalty revenue receivable Refundable taxes Turkish VAT recoverable Recoverable royalty generation expenditures and advances Deferred compensation Milestone payments receivable Reclamation bonds Prepaid expenses, deposits and other Total receivables and other assets Less: current portion Non-current portion December 31, 2022 1,034 $ 1,017 3,567 911 12,216 4,000 472 879 24,096 (11,574) 12,522 $ December 31, 2021 198 $ 1,166 5,496 1,445 11,112 - 834 617 20,869 (7,440) 13,429 $ Non-current trade receivables and other assets are comprised of VAT, the deferred payments from Aftermath Silver Ltd. ("Aftermath") and AbraSilver Resource Corp. ("AbraSilver") (Note 9) expected to be collected after 12 months, and reclamation bonds held as security towards future royalty generation work and the related future potential cost of reclamation of the Company's land and unproven mineral interests. Page 20 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 5. TRADE RECEIVABLES AND OTHER ASSETS (Continued) The following table summarizes the changes in deferred compensation receivable during the years ended December 31, 2022 and 2021: Balance as at January 1, 2021 Additions Interest accretion Amount received Balance as at December 31, 2021 Gain on receivable modification Interest accretion Amount received Balance as at December 31, 2022 Less: current portion Non-current portion $ $ Aftermath $ - 8,506 156 (2,250) 6,412 255 696 (400) 6,963 (2,500) 4,463 $ Abrasilver - 4,600 100 - 4,700 - 553 - 5,253 - 5,253 $ $ Total - 13,106 256 (2,250) 11,112 255 1,249 (400) 12,216 (2,500) 9,716 As at December 31, 2022, the Company has no material reclamation obligations. Once reclamation of the properties is complete, the bonds will be returned to the Company. The carrying amounts of the Company's trade receivables and other assets are denominated in the following currencies: Currency US Dollars Canadian Dollars Swedish Krona Turkish Lira Other Total 6. LOAN RECEIVABLE December 31, 2022 18,763 $ 347 1,350 3,602 34 24,096 $ December 31, 2021 13,359 $ 1,351 663 5,496 - 20,869 $ In July 2021, the Company entered into a loan administration agreement with Earlston Investments Corp. ("Earlston") who entered into a separate loan agreement dated May 28, 2021 with Colorado Legacy Lands, LLC ("CLL"), as borrower to provide a bridge loan to CLL in the aggregate principal amount of $4,000 to be funded by sub-participants of which included EMX. The bridge loan included a 12% interest rate per annum, compounded monthly and payable monthly. In consideration for the advance of the loan, CLL agreed to pay Earlston a $160 bonus fee up front and reimburse other loan related expenses. Pursuant to the loan administration agreement, EMX agreed to fund $2,000 of the bridge loan to CLL as a sub-participant. As such, EMX advanced the total of $1,916 which was $2,000 less its share of the bonus fee being $80 and its share of expenses. During the year ended December 31, 2022, the Company received $144 (2021 - $144) in interest income and the loan balance was repaid in full. As at December 31, 2022 the balance receivable was $Nil (December 31, 2021 - $2,000). 7. INVESTMENTS IN ASSOCIATED ENTITIES Caserones In August 2021, the Company entered into an agreement to acquire an effective 0.418% Net Smelter Return ("NSR") royalty on the operating Caserones mine in northern Chile for $34,100 in cash. To purchase the Caserones Royalty and for purposes of distributing payments received from the royalty interest, the Company formed a 50%-50% partnership, Tercero, with Elemental Altus Royalties Corp. (formerly Altus Strategies Plc) which is accounted for as a joint operation in accordance with IFRS 11 Joint Arrangements. Page 21 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 7. INVESTMENTS IN ASSOCIATED ENTITIES (Continued) Tercero was used to purchase a 43% interest in Sociedad Legal Minera California Una de la Sierra Pena Negra ("SLM California") through a Share Purchase Agreement for $68,200. Separately, the Company entered into a Credit Agreement with Sprott Private Resource Lending II (Collector), LP ("Sprott") (Note 13) to finance its portion of the purchase price. SLM California has a right to 67.5% of the 2.88% Caserones NSR royalty. SLM California's sole purpose is to administer the company, pay Chilean taxes and distribute its royalty proceeds to the shareholders, including Tercero. The 50% interest in Tercero provides EMX with the right to an effective 0.418% royalty interest. During the year ended December 31, 2022, the Company increased its effective NSR to 0.7335% by acquiring an additional 16.23% interest in SLM California for $25,742 through its wholly-owned subsidiary EMX Chile SpA. The Company through its Tercero and EMX Chile SpA combined interests does not control operational decisions and is eligible to appoint a director to serve on the Board of SLM California. The Company's judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate. The following table summarizes the changes in the carrying amount of the Company's investment in SLM California: Opening Balance Capital Investment Company's share of net income of associated entity Distributions Ending Balance December 31, 2022 34,781 $ 25,742 2,890 (5,224) 58,189 $ December 31, 2021 - $ 34,100 2,387 (1,706) 34,781 $ Summarized financial information for the Company's investment in SLM California and reflecting adjustments made by the Company, including adjustments made at the time of acquisition is as follows: Royalty Revenue Net income Current assets Non-current assets Total liabilities Net assets (liabilities) The Company's ownership % Acquisition fair value and other adjustments Carrying amount of investment in associated entity Rawhide Year ended Year ended December 31, 2022 18,887 $ 7,660 December 31, 2021 16,362 $ 11,102 December 31, 2022 9,187 $ - (5,298) 3,889 December 31, 2021 4,968 $ - (5,353) (385) 21.5% 37.7% $ 56,722 58,189 $ 34,864 34,781 The Company has a 38.07% (December 31, 2021 - 38.07%) equity investment in Rawhide Acquisition Holdings ("RAH"). During the year ended December 31, 2021 RAH suspended its mining operations due to working capital constraints and as at December 31, 2021 the Company determined that its investment in RAH was impaired. Accordingly, the Company recognized an impairment charge of $8,145 on the value of its investment at December 31, 2021. Equity income from RAH during the year ended December 31, 2022 was $Nil (2021 - $374) and as at year end the Company's investment in RAH was $Nil (December 31, 2021 - $Nil). The Company has a minority position on the Board of Rawhide, and does not control operational decisions. The Company's judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate. Page 22 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 7. INVESTMENTS IN ASSOCIATED ENTITIES (Continued) Summarized financial information for the Company's investment in Rawhide on a 100% basis and reflecting adjustments made by the Company, including adjustments made at the time of acquisition is as follows: Current assets Non-current assets Current liabilities Non-current liabilities Net assets The Company's ownership % Acquisition fair value and other adjustments Carrying amount of investment in associated entity December 31, 2021 25,251 $ 26,425 (16,695) (33,206) 1,775 38.07% (676) - $ 8. REVENUE AND GENERAL AND ADMINISTRATIVE EXPENSES During the years ended December 31, 2022 and 2021, the Company had the following sources of revenue and other income, and general and administrative expenses: Revenue and other income Royalty revenue Interest income Option and other property income Dividend Income General and administrative expenses Salaries, consultants, and benefits Professional fees Investor relations and shareholder information Transfer agent and filing fees Administrative and office Travel Year ended December 31, 2022 6,913 $ 1,773 9,591 - 18,277 $ Year ended December 31, 2021 2,985 $ 1,002 3,476 63 7,526 $ Year ended December 31, 2022 2,198 $ 1,555 848 242 895 170 5,908 $ Year ended December 31, 2021 1,494 $ 1,329 550 253 787 54 4,467 $ Page 23 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS As at and for the year ended December 31, 2022: Royalty Interests Gediktepe Leeville Diablillos Berenguela Revelo Portfolio Tartan Lake Other* Country Turkey USA Argentina Peru Chile Canada Various Other Property Interests Perry Portfolio Other* Canada Various December 31, 2021 Net Additions (Recoveries) Depletion Impairment Cumulative translation adjustments December 31, 2022 $ $ 43,746 6,413 7,018 1,949 1,326 975 1,771 63,198 $ - - - - - - 484 484 (3,770) $ (1,867) - - - - - (5,637) (5,448) $ - - - (25) - - (5,473) $ - - (436) (121) (164) (61) (99) (881) 34,528 4,546 6,582 1,828 1,137 914 2,156 51,691 741 993 1,734 53,425 Total *Included in other are various royalty and other property interests held in Serbia, Finland, Sweden, Argentina, Chile, Mexico, Canada and the U.S.A. $ $ 1,321 1,129 2,450 65,648 (446) (67) (513) (29) $ - - - (5,637) $ (53) - (53) (5,526) $ (81) (69) (150) (1,031) $ As at and for the year ended December 31, 2021: Country January 1, 2021 Net Additions (Recoveries) Depletion Impairment Cumulative translation adjustments December 31, 2021 Royalty Interests Gediktepe Leeville Diablillos Berenguela Revelo Portfolio Tartan Lake Other* $ Turkey USA Argentina Peru Chile Canada Various Other Property Interests $ - 8,831 - - 1,322 - 1,031 11,184 $ 43,746 - 7,224 2,006 - 1,003 753 54,732 $ - (2,418) - - - - - (2,418) $ - - - - - - - - $ - - (206) (57) 4 (28) (13) (300) Canada Various Perry Portfolio Other* (462) (205) (667) Total 54,065 *Included in other are various royalty and other property interests held in Serbia, Finland, Sweden, Argentina, Chile, Mexico, Canada and the U.S.A. - - - (2,418) $ (124) (104) (228) (228) $ 7 5 12 (288) $ 1,900 1,433 3,333 14,517 $ $ $ 43,746 6,413 7,018 1,949 1,326 975 1,771 63,198 1,321 1,129 2,450 65,648 ROYALTY INTERESTS SSR Mining Royalty Portfolio On October 21, 2021, the Company completed the acquisition of a portfolio of royalty interests and deferred payments from SSR Mining Inc. and certain of its subsidiaries ("SSR Mining"). The royalty portfolio includes $18,000 in future cash payments (of which $2,250 was received during the year ended December 31, 2021). Total consideration paid was $33,000 in cash and 12,323,048 common shares of the Company valued at $33,901 to SSR Mining. The Company also paid $408 in acquisition costs, $7,848 in VAT, and $383 in stamp duties. Additionally, EMX will be required to make contingent payments to SSR Mining of up to $34,000 for the Yenipazar property to be paid in a combination of cash and common shares of EMX upon certain development and production milestones being achieved. Page 24 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) As part of the portfolio, the Company acquired two royalties at Gediktepe in Turkey, which cover assets currently being operated by Lidya Madencilik Sanayi ve Ticaret A.Ş., a private Turkish company. These include a perpetual 10% NSR royalty over metals produced from the oxide zone after cumulative production of 10,000 gold-equivalent oxide ounces; and (ii) a perpetual 2% NSR royalty over metals produced from the sulfide zone, payable after cumulative production of 25,000 gold-equivalent sulfide ounces. Upon achievement of the production of 10,000 gold-equivalent oxide ounces, a $4,000 milestone payment was earned and became payable to the Company on the first anniversary of the milestone being reached. This amount has been accrued and included in revenue and other income for the year ended December 31, 2022. During the year ended December 31, 2022 the Company also recognized $3,709 (2021 - $Nil) in royalty revenues relating to the production beyond that of the initial 10,000 gold equivalent oxide ounces milestone. The portfolio also includes a Net Profits Interest ("NPI") royalty at Yenipazar that is set at 6% until $165,000 in revenues are received, after which the NPI converts to a 10% interest. In Argentina, the Company acquired a 1% NSR royalty with respect to production pursuant to a definitive share purchase agreement for the Diablillos property originally executed by SSR Mining with AbraSilver Resource Corp. The agreement with AbraSilver includes the right to a deferred payment of $7,000 upon the earlier of commencement of commercial production or July 31, 2025. This payment is binding under the agreement with AbraSilver and has been discounted at a rate of 12% and included in trade receivables and other assets on acquisition. As at December 31, 2022, the carrying value was $5,253 (December 31, 2021 - $4,700) (Note 5). In Peru, the Company acquired the right to deferred payments totaling $11,000 ($2,250 received) pursuant to a definitive acquisition agreement for the Berenguela property originally executed by SSR Mining with Aftermath Silver Ltd. The $11,000 includes a series of staged payments over the next five years to acquire a 100% interest in the Berenguela project. Upon earn-in and the declaration of commercial production at Berenguela, a sliding-scale royalty will be payable to EMX based upon a 1% NSR royalty on all mineral production when the silver price is up to and including $25 per ounce, or a 1.25% NSR royalty on all mineral production when the silver price is over $25 per ounce and when the copper price is over $2 per pound. The deferred payments are binding under the agreement with Aftermath and have been discounted at a rate of 12% and included in trade receivables and other assets on acquisition. During the year ended December 31, 2022, the Company entered into an agreement to amend the terms of the deferred payments with Aftermath. Under the terms of the amendment, the Company agreed to extend the due date for the receipt of $2,500 by one year, until November 21, 2023 in exchange for consideration of $400. In connection with the amendment, the Company recognized a gain on the modification of the receivable of $255. As at December 31, 2022, the carrying value of the future payments owed from Aftermath was $6,963 (December 31, 2021 - $6,412) (Note 5). The remaining royalty interests acquired in the SSR Mining portfolio includes assets in South America, Mexico, the United States (Nevada), and Canada. In connection with the closing of the acquisition, the Company entered into a Vendor-take-back note ("VTB Note") with SSR Mining pursuant to which the Company borrowed $7,848 (Note 13) to finance the payment of VAT in Turkey which was payable on the Turkish assets acquired. During the year ended December 31, 2022, the Company repaid the VTB Note in full. Leeville Royalty The Company holds a 1% gross smelter return ("GSR") royalty on portions of West Leeville, Carlin East, Four Corners, Turf and other underground gold mining operations and deposits in the Northern Carlin Trend of Nevada. The Leeville royalty property is included in the Nevada Gold Mines LLC and Barrick- Newmont Nevada joint venture. Page 25 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) During the year ended December 31, 2022, $2,348 (2021 - $2,739) in royalty revenue from the Leeville Mine was included in revenue and other income. Royalty income from the Leeville Mine incurred a 5% direct gold tax of $116 (2021 - $137). Further, applied against the Leeville royalty was depletion of $1,867 (2021 - $2,418). During the year ended December 31, 2022, through its wholly-owned subsidiary, Bullion, the Company reached a settlement with Barrick Gold Corporation ("Barrick") and Barrick affiliates and subsidiaries ("Barrick Entities") with respect to Bullion's claim of non-payment of royalties by the Barrick Entities to Bullion on production from properties in the Carlin trend, Nevada. Pursuant to the settlement, Barrick paid Bullion $25,000. Of the $25,000 settlement, $6,175 was paid as a fee to Bullion's lawyers resulting in net proceeds received of $18,825. Revelo Portfolio Interests The Company holds various NSR Royalty interests in Chile acquired for $1,162 from Revelo Resources Corp., a subsidiary of Austral Gold Corp. During the year the ended December 31, 2022, the Company elected to abandon certain properties within the Revelo Portfolio and recorded impairment charges of $25 (2021 - $Nil). Kaukua Royalty Interest The Company holds a 2% NSR royalty on various exploration licenses (the "Kaukua Royalty") in Finland acquired from Akkerman Exploration B.V., a private Netherlands Company ("Akkerman"). The Kaukua Royalty was acquired from Akkerman by the Company for C$125 and the issuance of 52,000 EMX shares issued and valued at $101. The Company's NSR royalty applies to all future mineral production from the Kaukua Royalty licenses. Palladium One Mining Inc. can purchase 1% of the NSR royalty prior to the delivery of a "bankable feasibility study" for €1,000. The remaining 1% of the NSR royalty is uncapped and cannot be repurchased. Balya Royalty Interest The Company holds a 4% NSR royalty on the Balya property that is uncapped and is not subject to a buy back agreement previously acquired from the transfer of the Balya royalty property in Turkey from Dedeman Madencilik San. Ve Tic. A. Ş. To Esan Eczacibaşi Endüstriyel Hammaddeler San. Ve Tic. A.Ş. ("Esan") a private Turkish company. During the year ended December 31, 2022, the Company recognized $276 (2021 - $Nil) as royalty revenue from the Balya property. Pediment Gold Portfolio Interests On September 2, 2022 the Company acquired from Pediment Gold LLC, a subsidiary of Nevada Exploration Inc. ("NGE") a portfolio of royalties for $500. The portfolio consists of a 2% NSR royalty on NGE's Nevada exploration portfolio as well as certain other interests. In addition, if NGE options, farms out, or sells a project, beginning on the first anniversary of the third-party agreement, EMX will receive Advance Annual Royalties ("AAR's") of $20 that escalate $10 per year and are capped at $50. NGE has the right to buy back half of EMX's 2% NSR by purchasing a 0.5% NSR interest for $1,000 anytime prior to the 7th anniversary of the Agreement and then, if the first NSR interest is purchased, purchasing the second 0.5% NSR interest any time prior to production for $1,500. OTHER PROPERTY INTERESTS The Company has a number of exploration stage royalties and royalty generation properties being advanced by the Company and within partnered agreements. Many of these projects include staged or conditional payments owed to the Company. During the year ended December 31, 2022, the Company received or accrued staged cash payments totaling $7,411 (2021 - $420) and total equity payments valued at $947 (2021 - $2,468) in connection with property agreements from various partners which has been included in option and other property income within revenue and other income. Page 26 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) Certain transactions of note for the year ended December 31, 2022 included the following: Sweden and Norway Agnico's Oijärvi Gold Project In June 2021, the Company closed an asset purchase agreement with Gold Line Resources ("GLR") and Agnico Eagle Mines Limited. ("Agnico"), by which GLR can acquire a 100% interest in Agnico's Oijärvi Gold Project located in central Finland and the Solvik Gold Project located in southern Sweden for an aggregate purchase price of $10,000 comprised of staged payments totaling $7,000 in cash, $1,500 in shares of GLR and $1,500 in shares of EMX over three years. Agnico will retain a 2% NSR royalty on the projects, 1% (half) of which may be purchased at any time by EMX for $1,000. EMX will receive additional share and cash payments from GLR as reimbursement for the $1,500 of EMX shares issued to Agnico over the course of the agreement. Pursuant to the agreement, payments to Agnico are as follows: Upon signing of the agreement (paid and issued) First anniversary of the purchase agreement (paid and issued) Second anniversary of the purchase agreement Third anniversary of the purchase agreement Total Gold Line Cash Payments 750 1,500 1,750 3,000 7,000 $ $ $ $ EMX Shares 375 500 625 - 1,500 Gold Line Shares 375 $ 500 625 - 1,500 $ Pursuant to the agreement, payments to be received by EMX from GLR are as follows: Upon signing of the agreement (received) First anniversary of the purchase agreement (received) Second anniversary of the purchase agreement Total Cash Payments Gold Line Shares $ $ - 250 313 563 $ $ 375 250 313 938 During the year ended December 31, 2022, pursuant to the first anniversary of the agreement, the Company issued 211,795 common shares to Agnico and received the cash payment of $250 and 2,840,806 common shares of GLR. Oijärvi Extension On December 31, 2021, and closed in January 2022, the Company and GLR closed an amended agreement to transfer the Company's exploration reservation in Finland's Oijärvi greenstone belt (the "Oijärvi Extension") to GLR. In essence, the Oijärvi Extension will be added as an additional property under the terms of the 2019 agreement with GLR. Pursuant to the agreement, on closing, the Company transferred to GLR its interests in the Oijärvi Extension property and GLR issued to EMX 1,125,000 common shares of GLR valued at $121. In return, the Company will receive an uncapped 3% NSR royalty on the project. Within six years of the closing date GLR has the right to buy up to 1% of the royalty owed to EMX by paying the Company 2,500 ounces of gold, or its cash equivalent. The Company will also receive AAR payments of 30 ounces of gold, commencing on the second anniversary of the closing, with each AAR payment increasing by five ounces of gold per year up to a maximum of 75 ounces of gold per year. These AAR payments may be made in gold bullion, its cash equivalent, or its value equivalent in shares of GLR, subject to certain conditions. Page 27 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) Svärdsjö Project In July 2021, the Company executed an agreement for the sale of its Svärdsjö polymetallic project in Sweden to District Metals Corp. ("District" or "DMX"). In accordance with the agreement, District acquired a 100% interest in the project by making a cash payment of C$35 (received) and issuing to EMX 1,659,084 common shares (received and valued at $291) of DMX that increases EMX's equity ownership in DMX to 9.9% (on a non-diluted basis). In addition to the equity payment received, the agreement provides the Company a 2.5% NSR royalty interest in the project, future AAR payments, and other consideration. EMX will receive a 2.5% NSR royalty interest in the project. On or before the sixth anniversary after closing, DMX has the option to purchase 0.5% of the NSR on the project by paying EMX C$2,000. Mo-i-Rana In February 2022, the Company entered into an agreement to sell its Mo-i-Rana project in Norway to Mahvie Minerals AB ("Mahvie"), a Swedish company. To acquire the project Mahvie acquired a 100% interest in the EMX subsidiary company that controls the project, subject to the following terms: Upon closing, EMX received 75 Norwegian Krone in cash and 9.9% of the issued and outstanding shares of Mahvie Minerals AB; EMX will receive a 2.5% NSR royalty interest in the project. On the sixth anniversary after closing, Mahvie has the option to purchase 0.5% of the NSR on the project by paying EMX $1,500; EMX will receive AAR payments of $25 for the project commencing on the third anniversary of the closing, with the AAR payment increasing by $5 per year until reaching $100 per year; A financial instrument was put in place allowing EMX to maintain its 9.9% interest in Mahvie until a total of 25,000 Swedish Kronor has been raised by Mahvie; A payment of $500, payable in cash or shares of Mahvie, will be made to EMX upon the completion of a Prefeasibility or Feasibility study; and To maintain its interest in the Project, Mahvie will also: (i) spend a minimum of $200 on the project by the first anniversary of the agreement and (ii) spend aggregate of $1,000 by the third anniversary of the agreement or complete a minimum of 2,000 meters of drilling on the project. USA Red Top, Ripsey West, and Miller Mountain Projects In March 2021, the Company through its wholly-owned subsidiary BCE, executed an exploration and option agreement for the Red Top, Ripsey West, and Miller Mountain projects in North America with Zaya Resources, Ltd. ("Zaya"), a wholly-owned subsidiary of Zacapa Resources Ltd. ("Zacapa"). Pursuant to the agreement, Zaya can acquire a 100% interest in each of the projects by completing the following conditions: Issuance of 9.9% of the outstanding shares of Zacapa (2,960,000 shares received at a value of $296) to the Company and reimbursement of the Company's acquisition and holding costs upon signing (received $126); Zacapa raising a minimum of $3,000 of exploration capital and completing a successful IPO before the third anniversary of the agreement. EMX will maintain a non-dilution right through $3,000 of capital raises whereby Zacapa will issue additional shares to EMX to maintain its 9.9% equity position at no cost to EMX (440,000 common shares valued at $176 received during the year ended December 31, 2021); and Zacapa making AAR payments for each project to EMX beginning with $20 on the latter of the issuance of drill permits, or the second anniversary of the agreement, and increasing $10 each year to a cap of $75 per year. Page 28 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) Upon Zaya's exercise of the option EMX will be granted a royalty of 2.5% of the production returns for the Red Top and Ripsey West projects and a royalty of 3.5% of the production returns at the Miller Mountain project; and EMX will continue to receive AAR payments with respect to each project. In May 2021, Zacapa terminated the Ripsey West agreement. Valve House, Timber Butte, Lehman Butte, and Speed Goat Projects In November 2021, the Company through its wholly-owned subsidiary BCE, entered into four separate agreements for the Valve House, Timber Butte, and Lehman projects in Idaho, USA, and the Speed Goat project in Nevada, USA, with Hochschild Mining PLC ("Hochschild"). Each agreement is substantially the same allowing Hochschild to earn a 100% interest in an individual project by reimbursing EMX the previous year's holdings costs and making option payments totaling $600 and completing $1,500 in exploration expenditures before the fifth anniversary of a given agreement. Upon exercise of the option for any one agreement, EMX will retain a 4% NSR royalty on a Project with Hochschild having the option to buyback up to a total of 1.5% of the royalty. Upon execution of the agreements, the Company received cash payments totaling $80. During the year ended December 31, 2022, Hochschild gave notice of termination on the Valve House, Timber Butte, and Lehman projects, and negotiations are continuing on restructuring of terms of the remaining Speed Goat project. Robber Gulch In January 2022, the Company through its wholly-owned subsidiary Bronco Creek Exploration ("BCE"), executed an exploration and option agreement for the Robber Gulch project (formerly under agreement with Gold Lion Resources Inc.) with Ridgeline Exploration Corporation, a wholly-owned subsidiary of Ridgeline Minerals Corporation ("Ridgeline"). Pursuant to the agreement, Ridgeline can acquire a 100% interest in the project by making execution and staged option payments totaling $750 over a five-year option (execution payment of $50 received), delivering 150,000 common shares of Ridgeline to the Company by the second anniversary of the agreement, and completing $650 in exploration expenditures before the fifth anniversary of the agreement. Upon Ridgeline's exercise of the option EMX will be granted a 3.25% NSR royalty of the production returns for the property. Ridgeline has a buyback option of up to one percent (1%) of the royalty by first completing an initial half-percent (0.5%) royalty buyback for a payment of $1,500 to EMX before the third anniversary of the option exercise. If Ridgeline completes the first buyback, then the remaining half-percent (0.5%) of the royalty buyback can be purchased anytime thereafter for a payment of $2,000. EMX will continue to receive AAR payments of $50 which increase to $75 upon the completion of a Preliminary Economic Assessment. Regional Strategic Alliance ("RSA") with South32 In November 2018, the Company, through its wholly-owned subsidiary BCE, entered into an agreement with South32 Limited ("South32"), a wholly-owned subsidiary of South32 Limited. Pursuant to the agreement, which has an initial term of two years, South32 will fund EMX $800 per year to generate new prospects to be considered for acquisition as well as to fund the labour portion of work programs on early-stage projects, Alliance Exploration Projects ("AEP"). In addition, the Company can request of South32 up to $200 per year for new acquisition funding. During the year ended December 31, 2022, the Company received $396 in reimbursed land payments related to AEP's. Page 29 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) As projects advance, the Company will propose certain projects be selected as Designated Projects ("DP"). DP's will advance under separate option agreements whereby South32 can earn a 100% interest in the project by making option payments totaling $525 and completing $5,000 in exploration expenditures over a five year period. Upon exercise of the option, EMX will retain a 2% NSR royalty on the project which is not capped or purchasable. After exercise of the option, annual advance minimum payments and milestone payments will be due to EMX. Pursuant to the RSA, as at December 31, 2022, South32 has advanced the Jasper Canyon, Copper Springs, Malone, and Trigger properties to Designated Project ("DP") status and the Company received a total of $25 (2021 - $75) in execution payments, as well as $219 (2021 - $70) for reimbursement of land payments related to the DP's. Mainspring, Arizona During the year ended December 31, 2021, the Company terminated an option agreement with Mainspring Casa Grande, LLC which was entered into in August 2019 and recorded an impairment charge of $104. Parks Salyer In February 2022, the Company through its wholly-owned subsidiary BCE, executed an Assignment and Assumption agreement as well as a Royalty Agreement for the transfer of EMX's Arizona State Exploration Permit to Cactus 110 LLC, a wholly-owned subsidiary of Arizona Sonoran Copper Company, Inc ("ASCU"). Pursuant to the agreement, ASCU will assume all rights under EMX's Arizona State Exploration Permit by making payment of $5 upon execution (received) and $195 (received) upon transfer and registration ("Registration Date") of the Permit to Cactus 110 LLC. Pursuant to the agreement, the Company was granted a 1.5% NSR royalty interest on the property. ASCU has a buyback option of one percent (1%) of the royalty for a payment of $500 to EMX. EMX will receive AAR payments of $50, ceasing upon commencement of commercial production and can be bought out at any time for a payment of $1,000. ASCU will make milestone payments of totaling $3,000 upon certain milestones being met. In the two years following the Registration Date, ASCU will make yearly exploration expenditures totaling $2,000 prior to the first anniversary and a cumulative total of $4,000 prior to the second anniversary. In September 2022, ASCU announced the occurrence of certain milestones being met and $3,000 was received and included in revenue and other income for the year ended December 31, 2022. Richmond Mountain In May 2022, the Company through its wholly-owed subsidiary BCE, executed an exploration and option agreement for the Richmond Mountain project with Stallion Gold Corp. ("Stallion"). Pursuant to the agreement, Stallion can acquire a 100% interest in the project by making execution and staged option payments totaling $500 over a five-year option (execution payment of $25 received) and completing $1,500 in exploration expenditures before the fifth anniversary of the agreement. Upon Stallion's exercise of the option EMX will retain a 4% NSR royalty interest on the project. Stallion has a buyback option of up to one and one-half percent (1.5%) of the royalty by first completing an initial half-percent (0.5%) royalty buyback for a payment of $750 to EMX before the third anniversary of the option exercise. If Stallion completes the first buyback, Stallion may purchase an additional half-percent (0.5%) for $1,000 and a third half-percent (0.5%) increment for $1,200 at any time prior to commercial production. EMX will receive AAR payments of $100 beginning on the first anniversary of the option exercise, as well as other staged payments pursuant to certain other milestones being met. Page 30 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) Australia Queensland Gold Project In September 2020, and amended September 3, 2021, the Company executed an option agreement for the Queensland Gold project in northeastern Australia with Many Peaks Gold Pty. Ltd. ("MPL"). Pursuant to the agreement, MPL can earn an 80% interest in the project by making a payment of AUD$65 (received) on signing and incurring minimum expenditures AUD$300 on the project within 18 months from the effective date (completed). To exercise the option MPL is required to make a payment equal to AUD$235 in cash or shares. Upon MPL's exercise of the option, EMX will retain a 2.5% NSR royalty interest. Upon exercise of the option, MPL will be granted a second option by EMX to acquire the remaining 20% interest in the project by incurring a total of AUD$2,500 within 24 months of the start date of the first option period or issue to EMX the value of any shortfall in MPL shares. To exercise the second option MPL is required to make a payment equal to AUD$500 in cash or shares. During the year ended December 31, 2022, 1,175,000 common shares of MPL were issued to EMX as payment of the AUD$235 first option fee upon the successful listing of MPL on the Australian Stock Exchange. Impairment of Non-Current Assets The Company's accounting policy for impairment of non-current assets is to use the higher of the estimates of fair value less cost of disposal of these assets or value in use. The Company uses valuation techniques that require significant judgments and assumptions, including those with respect to future production levels, future metal prices and discount rates. Non-current assets are tested for impairment when events or changes in circumstances suggest that the carrying amount may not be recoverable. The Company continuously reviews operator reserve and resource estimates, expected long term commodity prices to be realized, foreign exchange, interest rates and other relevant information received from the operators that indicate production from royalty interests may be significantly reduced in the future. During the year ended December 31, 2022, the Company re-evaluated the carrying value of the Gediktepe royalty after review of oxide production to date and the potential for delays relating to sulfide production, combined with revisions to metals pricing and Turkish royalty rates. As a result of this review, the Company recorded an impairment charge of $5,448 (2021 - $Nil), which was determined using a discounted cash flow model estimating the fair value less costs of disposal over a 15 year mine life using long term gold and copper prices of $1,641/oz and $3.61/lb discounted at rates of 5% and 8% respectively. In isolation, a 10% change in the long-term prices of gold and copper could result in a difference in the recoverable amount of $1,027, while a 10% increase in the respective discount rates would result in a reduction of the recoverable amount of $1,125. Page 31 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 9. ROYALTY AND OTHER PROPERTY INTERESTS (Continued) Project and Royalty Generation Costs During the year ended December 31, 2022, the Company incurred the following project and royalty generation costs, which were expensed as incurred: Fennoscandia USA Eastern Europe Australia Canada South America and other General Royalty geneation costs Total $ 49 $ 228 $ 94 $ 5 $ 11 $ 95 $ 32 $ 514 1,554 686 569 33 229 158 4,570 2,554 2,064 56 351 28 3,278 9,851 (1,782) (6,787) 142 552 1 101 47 51 988 - 295 155 28 28 22 24 557 (8) 21 183 45 - 7 22 289 - 19 183 178 197 54 18 744 - 64 1,014 - 403 227 65 6,665 5,327 2,885 818 937 366 1,805 17,512 - (8,577) $ 1,496 $ 3,064 $ 988 $ 549 $ 289 $ 744 $ 1,805 $ 8,935 Administration costs Drilling, technical, and support costs Personnel Property costs Professional costs Share-based payments Travel Total Expenditures Recoveries from partners Net Expenditures During the year ended December 31, 2021, the Company incurred the following project and royalty generation costs, which were expensed as incurred: Administration costs Drilling, technical, and support costs Personnel Professional costs Property costs Share-based payments Travel Total Expenditures Recoveries from partners Net Expenditures Fennoscandia USA Eastern Europe Australia Canada South America and other General Royalty generation costs Total $ 285 $ 211 $ 63 $ 1 $ 2 $ 1 $ 118 $ 680 1,314 1,135 292 792 393 97 1,892 1,579 9 2,135 611 12 4,309 6,448 (3,142) (3,767) 26 179 67 - 47 16 398 - 48 115 124 - 12 - 300 - - 81 - 57 - 1 140 - 30 15 164 - 23 11 243 - 66 1,733 477 - 140 112 3,375 4,837 1,133 2,984 1,226 249 2,645 14,483 - (6,909) $ 1,166 $ 2,681 $ 398 $ 300 $ 140 $ 243 $ 2,645 $ 7,574 Page 32 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 10. PROPERTY AND EQUIPMENT During the years ended December 31, 2022 depreciation of $128 (2021 - $61) has been included in royalty generation costs. Cost As at January 1, 2021 Additions Currency translation adjustment As at December 31, 2021 Additions Disposals and derecognition Currency translation adjustment As at December 31, 2022 Accumulated depreciation As at January 1, 2021 Additions Currency translation adjustment As at December 31, 2021 Additions Disposals and derecognition Currency translation adjustment As at December 31, 2022 Net book value As at December 31, 2021 As at December 31, 2022 11. INCOME TAXES Deferred Income Tax Asset (Liability) Field Office Building Land Total $ $ $ $ $ $ 370 162 1 533 699 (66) (11) 1,155 187 61 2 250 128 (66) 1 313 283 842 $ $ $ $ $ $ 53 - 1 54 - (54) - - 53 - 1 54 - (54) - - - - $ $ $ $ $ $ 664 - - 664 - - - 664 590 20 (2) 608 19 - - 627 56 37 $ $ $ $ $ $ 329 - 1 330 - - (21) 309 - - - - - - - - 330 309 $ $ $ $ $ $ 1,416 162 3 1,581 699 (120) (32) 2,128 830 81 1 912 147 (120) 1 940 669 1,188 The tax effects of temporary differences between amounts recorded in the Company's accounts and the corresponding amounts as computed for income tax purposes gives rise to deferred tax assets and liabilities as follows: Royalty interest Tax loss carryforwards Other Total asset (liability) December 31, 2022 $ (14,288) $ 13,120 71 (1,097) $ December 31, 2021 (1,514) 4,539 53 3,078 $ As at December 31, 2022 and 2021, no deferred tax assets recognized on the following temporary differences as it was not probable that sufficient future taxable profit will be available to realize such assets: Tax loss carryforwards Exploration and evaluation assets Other Income Tax Recovery (Expense) Current tax expense Deferred tax recovery (expense) December 31, 2022 30,577 $ 2,017 18,693 December 31, 2021 44,218 $ 8,084 9,415 Expiry Date Range 2026-2042 No expiry No expiry Year ended Year ended December 31, 2022 $ (771) $ December 31, 2021 (274) 3,110 2,836 (4,175) (4,946) $ $ Page 33 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 11. INCOME TAXES (Continued) The current period deferred tax expense is mainly attributed to the gain on settlement with Barrick (Note 9) and utilization of historical tax losses. The provision for income taxes differs from the amount calculated using Canadian federal and provincial statutory income tax rates is as follows: Net income (loss) before taxes Statutory tax rate Expected income tax (recovery) Effect of lower tax rates in foreign jurisdictions Permanent differences Change in unrecognized deductible temporary differences and other Witholding taxes Foreign exchange Total 12. ADVANCES FROM JOINT VENTURE PARTNERS December 31, 2022 8,295 $ 27% 2,240 (1,411) 1,608 2,383 167 (41) 4,946 $ December 31, 2021 (23,731) $ 27% (6,407) 625 2,228 1,214 - (496) (2,836) $ Advances from joint venture partners relate to unspent funds received pursuant to approved exploration programs by the Company and its joint venture partners. As at December 31, 2022 and 2021, the Company's advances from joint venture partners consist of the following: U.S.A. Sweden and Norway Total 13. LOANS PAYABLE Sprott Credit Facility December 31, 2022 1,670 $ 33 1,703 $ December 31, 2021 2,168 $ 528 2,696 $ In August 2021, the Company entered into a credit facility with Sprott for $44,000 (the "Sprott Credit Facility") with a maturity date of July 31, 2022. The credit facility carries an annual interest rate of 7%, payable monthly. In connection with the Sprott Credit Facility, EMX paid cash fees of $795 as an origination discount, and issued 450,730 common shares valued at $1,239 or $2.74 (C$3.46) per share. The Company is required to maintain $1,500 in funds held as a minimum cash balance under the agreement. The Sprott Credit Facility includes a general security agreement over select assets of EMX. During the year ended December 31, 2022, for a fee of 1.5% of the outstanding loan balance or $660 to be paid on maturity, the Company entered into an amended agreement to extend the term of the Sprott Credit Facility to December 31, 2024. As a result of the modification of the Sprott Facility, on January 24, 2022, the Company applied the non-substantial modification treatment in accordance with IFRS 9 Financial Instruments by restating the liability to the present value of revised cash flows discounted at the original effective interest rate, with an adjustment to profit or loss. The fee incurred as part of the modification payable to the lender is considered to be part of the gain or loss on modification. As a result, the Company recognized a gain on modification of $4,005 and a revised effective interest rate of 12.39%. For the year ended December 31, 2022, the Company recognized an interest expense of $4,927 (2021 - $1,948) on the loan which was calculated using the revised annual effective interest rate and was included in finance expenses and other. Interest paid on the Sprott facility totaled $3,167 (2021 - $1,171). Page 34 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 13. LOANS PAYABLE (Continued) SSR VTB Note In October 2021, as part of the purchase of the SSR Mining royalty portfolio (Note 9), the Company entered into a vendor take-back ("VTB") financing for up to $8,000 which bore interest at 10% per annum for the first 180 days, and would increase to 13% per annum thereafter. The VTB Note had a maturity date of December 31, 2022. The VTB Note is unsecured and subordinated to the Sprott Credit Facility. Upon closing of the acquisition, the Company drew upon the financing and issued a note payable to SSR Mining in the amount of $7,848. Subsequent to the amended agreement with Sprott, the Company entered into an amendment to the postponement agreement with Sprott and SSR Mining to permit the prepayment of the VTB Note prior to the repayment of the Sprott Credit Facility, provided that no event of default has occurred or is continuing under the Sprott Credit Facility. During year ended December 31, 2022, the Company repaid the VTB Note in full. The following table summarizes the Company's loans payable as at December 31, 2022 and changes during the year then ended: Balance as at January 1, 2021 Proceeds Interest accretion Repayments Balance as at December 31, 2021 Gain on debt modification Interest accretion Repayments Balance as at December 31, 2022 Less: current portion Non-current portion 14. CAPITAL STOCK Authorized Sprott Facility - $ 41,956 1,948 (1,171) 42,734 (4,005) 4,927 (3,167) 40,489 (3,216) 37,273 $ SSR VTB Note - $ 7,848 151 - 7,999 - 320 (8,319) - - - $ $ $ Total - 49,805 2,100 (1,171) 50,733 (4,005) 5,247 (11,486) 40,489 (3,216) 37,273 As at December 31, 2022, the authorized share capital of the Company was an unlimited number of common shares without par value. Common Shares During the year ended December 31, 2022, the Company: Issued 211,795 common shares valued at $477 related to the Oijärvi acquisition agreement (Note 9). Issued 3,812,121 units pursuant to a private placement for gross proceeds of $10,000. Each unit consisted of one common share of the Company and one warrant which entitles the holder to purchase one common share of the Company for a period of five years at an exercise price of C$4.45. Using the residual value method with respect to the measurement of shares and warrants issued as private placement units, $1,330 was allocated to the value of the warrant component. In consideration for arranging the private placement, the Company paid share issue costs of $39 in cash. Issued 1,110,000 common shares for gross proceeds of $1,037 pursuant to the exercise of stock options. Issued 171,063 common shares with a value of $402 pursuant to a restricted share unit plan with executives and management of the Company. Page 35 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 14. CAPITAL STOCK (Continued) During the year ended December 31, 2021, the Company: Issued 1,055,400 common shares for gross proceeds of $1,122 pursuant to the exercise of stock options. Issued 4,667 common shares valued at $10 pursuant to an agreement with a consultant to the Company. Issued 232,750 common shares with a value of $146 pursuant to the restricted share unit plan with executives and management of the Company. Issued 114,785 common shares valued at $352 related to the Oijärvi acquisition agreement (Note 9). Issued 12,323,048 common shares valued at $33,901 related to the acquisition of the SSR Mining royalty portfolio (Note 9). Issued 450,730 common shares at a value of $1,239 as part of the Sprott Credit Facility (Note 13). Completed a non-brokered private placement in two tranches and issued 6,500,000 units at a price of C$3.30 per unit for gross proceeds of $17,241. Each unit consisted of one common share and one half of one share purchase warrant. Each full warrant entitles the holder thereof to purchase one common share of the Company at a price of C$4.00 per common share in the first year and C$4.50 per common share in the second year. Using the residual value method with respect to the measurement of shares and warrants issued as private placement units, $51 was allocated to the value of the warrant component. In consideration for arranging the private placement, the Company paid finder's fees of $507 in cash and issued 149,282 finder's warrants. Each finder's warrant entitles the holder to purchase one common share at a price of C$3.50 per common share for one year from closing. The Company recorded $60 in share capital and reserves related to the fair value of the finders' warrants. The fair value of the finder's warrants issued as part of the private placement was estimated as of the date of the issuance using the Black-Scholes pricing model with the following weighted average assumptions: risk-free interest rate of 0.92%, dividend yield of 0%, volatility of 43.95% and an expected life of 1 year. The Company paid an additional $110 in legal and regulatory costs related to the private placement. Stock Options The Company adopted a stock option plan (the "Plan") pursuant to the policies of the TSX-V. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan. During the years ended December 31, 2022 and 2021, the change in stock options outstanding was as follows: Balance as at December 31, 2020 Granted Exercised Forfeited Balance as at December 31, 2021 Granted Exercised Forfeited Number of options outstanding as at December 31, 2022 Page 36 Number 6,382,400 1,801,500 (1,055,400) (20,000) 7,108,500 1,970,500 (1,110,000) (120,000) 7,849,000 Weighted Average Exercise Price (C$) 1.70 3.98 1.33 3.96 2.33 2.55 1.22 3.07 2.53 $ $ $ EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 14. CAPITAL STOCK (Continued) The following table summarizes information about the stock options which were outstanding and exercisable at December 31, 2022: Date Granted July 10, 2018 November 28, 2018 December 14, 2018 June 6, 2019 November 18, 2019 January 21, 2020 April 22, 2020 June 10, 2020 October 5, 2020 May 6, 2021 May 12, 2021 June 21, 2021 August 19, 2021 September 8, 2021 April 29, 2022* July 5, 2022 July 20, 2022 Number of Options 1,264,000 10,000 20,000 1,335,000 30,000 60,000 20,000 1,406,500 24,000 1,206,500 15,000 20,000 500,000 10,000 1,817,000 100,000 11,000 Exercisable 1,264,000 10,000 20,000 1,335,000 30,000 60,000 20,000 1,406,500 24,000 1,206,500 15,000 20,000 500,000 10,000 1,797,000 100,000 11,000 Exercise Price($C) 1.30 1.57 1.42 1.70 1.80 2.22 2.50 2.62 3.50 4.11 4.28 3.67 3.66 3.51 2.56 2.45 2.45 Expiry Date July 10, 2023 November 28, 2023 December 14, 2023 June 6, 2024 November 18, 2024 January 21, 2025 April 22, 2025 June 10, 2025 October 5, 2025 May 6, 2026 May 12, 2026 June 21, 2026 August 19, 2026 September 8, 2026 April 29, 2027 July 5, 2027 July 20, 2027 Total 7,829,000 * Includes options granted for investor relations services that vest 25% every 4 months from the date of grant. 7,849,000 The weighted average remaining useful life of exercisable stock options is 2.64 years (December 31, 2021 - 2.73 years). Restricted share units In 2017, the Company introduced a long-term restricted share unit plan ("RSUs"). The RSUs entitle employees, directors, or officers to common shares of the Company upon vesting based on vesting terms determined by the Company's Board of Directors at the time of grant. A total of 3,200,000 RSUs are reserved for issuance under the plan and the number of shares issuable pursuant to all RSUs granted under this plan, together with any other compensation arrangement of the Company that provides for the issuance of shares, shall not exceed ten percent (10%) of the issued and outstanding shares at the grant date. During the years ended December 31, 2022 and 2021, the change in RSUs outstanding was as follows: Balance as at December 31, 2020 Vested Granted Balance as at December 31, 2021 Vested Forfeited Granted Balance as at December 31, 2022 Page 37 Number 1,076,000 (326,500) 470,000 1,219,500 (241,750) (77,750) 520,000 1,420,000 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 14. CAPITAL STOCK (Continued) The following table summarizes information about the RSUs which were outstanding at December 31, 2022: Evaluation Date December 31, 2021* November 18, 2022* December 31, 2022** December 31, 2023 December 31, 2024 Total December 31, 2021 312,500 7,000 430,000 470,000 - 1,219,500 Granted - - - - 520,000 520,000 Vested (234,750) (7,000) - - - (241,750) Expired/Cancelled (77,750) - - - - (77,750) December 31, 2022 - - 430,000 470,000 520,000 1,420,000 *Based on the achievement of performance as evaluated by the Compensation Committee, 241,750 RSUs with evaluation dates of December 31, 2021 and November 18, 2022 had vested based on preset performance criteria previously established on the grant date. Of the 241,750 vested, 70% being 164,063 were paid in shares and the balance modified and settled in cash. **As at December 31, 2022 the RSU's with an evaluation date of December 31, 2022 have not yet been determined to have vested or expired. Warrants During the years ended December 31, 2022 and 2021, the change in warrants outstanding was as follows: Balance as at December 31, 2020 Issued Balance as at December 31, 2021 Issued Expired Balance as at December 31, 2022 Number Weighted Average Exercise Price (C$) - 3,399,280 3,399,280 3,812,121 (149,282) 7,062,119 $ $ - 3.98 3.98 4.45 3.50 4.47 The following table summarizes information about the warrants which were outstanding at December 31, 2022: Date Issued November 5, 2021 April 14, 2022 Total Share-based Payments Number of Warrants 3,249,998 3,812,121 7,062,119 Exercisable 3,249,998 3,812,121 7,062,119 Exercise Price (C$) 4.50 4.45 Expiry Date November 5, 2023 April 14, 2027 During the year ended December 31, 2022 the Company recorded aggregate share-based payments of $3,429 (2021 - $4,161) as they relate to the fair value of stock options and RSU's vested, and RSU's settled in cash during the period. Share-based payments for the years ended December 31, 2022 and 2021 are allocated to expense accounts as follows: Year ended Deceember 31, 2022 Fair value of stock options vested RSU's vested Year ended December 31, 2021 Fair value of stock options vested RSUs vested RSUs settled in cash General and Administrative Expenses 962 1,530 2,492 General and Administrative Expenses 1,403 1,285 247 2,935 $ $ $ $ Royalty Generation Costs 795 142 937 $ $ Royalty Generation Costs 1,205 - 22 1,226 $ $ $ $ $ $ Total 1,757 1,672 3,429 Total 2,608 1,285 268 4,161 Page 38 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 14. CAPITAL STOCK (Continued) The weighted average fair value of the stock options granted during the year ended December 31, 2022 was C$1.16 (2021 - C$1.81) per stock option. The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows: Risk free interest rate Expected life (years) Expected volatility Dividend yield 15. NET INCOME (LOSS) PER SHARE Net income (loss) Weighted average number of common shares outstanding - basic Dilutive effect of stock options and warrants Weighted average number of common shares outstanding - diluted Basic earnings (loss) per share Diluted earnings (loss) per share 16. RELATED PARTY TRANSACTIONS December 31, 2022 2.76% 5 48.7% 0% December 31, 2021 0.88% 5 53.3% 0% Year ended December 31, 2022 3,349 $ 108,761,894 1,094,752 109,856,646 0.03 0.03 $ $ Year ended December 31, 2021 (23,731) $ 89,134,708 - 89,134,708 (0.27) (0.27) $ $ The aggregate value of transactions and outstanding balances relating to key management personnel were as follows: Year ended Deceember 31, 2022 Management Outside directors Seabord Management Corp.* Total Year ended December 31, 2021 Management Outside directors Seabord Management Corp.* Total Salary and fees 868 $ 601 285 1,754 $ Salary and fees 854 444 166 1,464 $ $ Share-based Payments 882 741 - 1,623 Share-based Payments 1,083 771 - 1,854 $ $ $ $ $ $ $ $ Total 1,750 1,342 285 3,377 Total 1,937 1,215 166 3,318 *Seabord Management Corp. ("Seabord") is a management services company partially owned by the CFO and Chairman of the Board of Directors of the Company. Seabord provides accounting and administration staff, and office space to the Company. Included in accounts payable and accrued liabilities at December 31, 2022 is $Nil (December 31, 2021 - $3) owed to key management personnel and other related parties and includes accruals for short term incentive bonuses and compensation adjustments. Page 39 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 17. SEGMENTED INFORMATION The Company operates within the resource industry. As at December 31, 2022, the Company had royalty and other property interests, property and equipment and royalty revenue located geographically as follows: ROYALTY AND OTHER PROPERTY INTERESTS Turkey U.S.A. Argentina Canada Peru Chile Sweden Finland Mexico Serbia Total PROPERTY AND EQUIPMENT U.S.A. Sweden Turkey Total ROYALTY REVENUE U.S.A. Turkey Sweden Total December 31, 2022 34,528 6,026 6,643 2,282 1,828 1,271 323 192 184 148 53,425 $ $ December 31, 2021 43,742 $ 7,528 7,084 2,985 1,949 1,457 345 205 196 158 65,648 $ December 31, 2022 1,019 $ 150 19 1,188 $ December 31, 2021 558 $ 111 - 669 $ Year ended December 31, 2022 2,388 $ 4,207 318 6,913 $ Year ended December 31, 2021 2,779 $ 64 142 2,985 $ The Company's depletion expense is related to properties located in the USA and in Turkey for the years ended December 31, 2022 and 2021. 18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS The Company considers items included in shareholders' equity as capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. As at December 31, 2022, the Company had working capital of $31,562 (December 31, 2021 - working capital deficit of $11,270). The Company has continuing royalty income that will vary depending on royalty ounces received, the price of minerals, and pre-production payments on various partner advanced properties. The Company also receives additional cash inflows from the recovery of expenditures from project partners, investment income including dividends from investments in associated entities, cash from sale of investments and exercise of options. During the year ended December 31, 2022, the Company re- negotiated the payment terms of the Sprott Credit Facility (Note 13). The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, renegotiate terms of debt, or return capital to shareholders. The Company is not subject to externally imposed capital requirements other than as disclosed in Note 13. There were no change in the Company's approach to capital management for the years presented. Page 40 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued) Fair Value The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows: a) Level 1: inputs represent quoted prices in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis. b) Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place. c) Level 3: inputs that are less observable, unobservable or where the observable data does not support the majority of the instruments' fair value. As at December 31, 2022, there were no changes in the levels in comparison to December 31, 2021. Financial instruments measured at fair value on the statement of financial position are summarized in levels of the fair value hierarchy as follows: Level 1 Assets 9,966 Investments Warrants - 9,966 Total Level 2 390 4 394 Level 3 - - - Total 10,356 4 10,360 $ $ $ $ $ $ $ $ The carrying value of cash and cash equivalents, restricted cash, current trade receivables and other assets, accounts payable and accrued liabilities, advances from joint venture partners and loans payable, approximate their fair value because of the short-term nature of these instruments. The Company holds warrants exercisable into common shares of public companies. The warrants do not trade on an exchange and are restricted in their transfer. The fair value of the warrants was determined using the Black-Scholes pricing model using observable market information and thereby classified within Level 2 of the fair value hierarchy. The Company's financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk. Credit Risk The Company is exposed to credit risk by holding cash and cash equivalents and trade receivables. This risk is minimized by holding a significant portion of the cash funds in major Canadian and US banks. The Company's exposure with respect to its trade receivables is primarily related to royalty revenue, recoverable taxes, recovery of royalty generation costs, and the sale of assets. Interest Rate Risk The Company is exposed to interest rate risk because of fluctuating interest rates on cash and cash equivalents and restricted cash. Management believes the interest rate risk is low given the interest rate on the Sprott Credit Facility (Note 13) is fixed. Market Risk The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based on the December 31, 2022 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders' equity by approximately $1,036. Page 41 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued) Liquidity Risk Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure the Company's expenditures will not exceed available resources. Commodity Risk The Company's royalty revenues are derived from royalty interests and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered. Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company's royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. Currency Risk Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the entity's functional currency. The Company operates in North America, Europe, Turkey, Latin America and Australia. The Company funds cash calls to its subsidiary companies outside of Canada in US dollars and a portion of its expenditures are also incurred in local currencies. The exposure of the Company's cash and cash equivalents, restricted cash, trade receivables, accounts payable and accrued liabilities, and loans payable subject to foreign exchange risk as at December 31, 2022 was as follows: Accounts Cash and cash equivalents Restricted cash Trade receivables Accounts payable and accrued liabilities Loans payable Net exposure $ $ 2,617 1,644 12,309 (113) (40,489) (24,032) The balances noted above reflect the US dollar balances held within the parent company and any wholly owned subsidiaries that use the Canadian dollar as their functional currency. Balances denominated in another currency other than the Canadian dollar held in foreign operations are considered immaterial. Based on the above net exposure as at December 31, 2022, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $2,403 in the Company's pre-tax profit or loss. 19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS Changes in non-cash working capital: Trade receivables and other assets Accounts payable and accrued liabilities Advances from joint venture partners Year ended December 31, 2022 $ Year ended December 31, 2021 1,455 (504) (635) 316 (3,726) $ 4 749 (2,973) $ $ Page 42 EMX ROYALTY CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in thousands of United States Dollars, except where indicated) For the year ended December 31, 2022 19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Continued) During the years ended December 31, 2022 and 2021, the Company paid interest and income tax as follows: Interest paid Income taxes paid December 31, 2022 3,167 $ 167 3,334 $ December 31, 2021 1,171 $ - 1,171 $ The significant non-cash investing and financing transactions during the year ended December 31, 2022 and 2021 included: a) Recorded the issuance of $Nil (2021 - $33,901) through share capital for the issuance of Nil (2021 - 12,323,048) common shares for the acquisition of royalty and property interests and deferred compensation receivable; b) Recorded $477 (2021 - $352) through share capital for the issuance of 211,795 (2021 - 114,785) common shares related to property agreements; c) Reclass of $Nil (2021 - $677) of accumulated OCI out of reserves to deficit upon disposal of a FVOCI investment; d) Reclass of $602 (2021 - $641) from reserves to share capital for options exercised; e) Recognized $1,330 (2021 - $51) for warrants issued in connection with a private placement; f) Issuance of $402 (2021 - $146) through share capital for the issuance of 171,063 (2021 - 225,750) common shares for settlement of previously vested RSUs; g) Recognized $Nil (2021 - $7,848) as a loan payable for Turkish VAT paid by SSR Mining on behalf of the Company (Note 13); and h) Adjusted non-current assets and liabilities for $5,930 (2021 - $898) related to cumulative translation adjustments ("CTA"), of which $1,031 (2021 - loss of $288) relates to CTA loss on royalty and other property interests, $Nil (2021 - $32) relates to a CTA gain on deferred tax liabilities, $33 (2021 - gain of $2) relates to CTA loss on property and equipment and $4,866 (2021 - loss of $1,216) relates to CTA loss in the net assets of a subsidiary with a functional currency different from the presentation currency. Page 42 20. EVENT SUBSEQUENT TO THE REPORTING DATE Subsequent to the year ended December 31, 2022, the Company entered into certain agreements to acquire an additional 2.263% ownership in SLM California for cash consideration of $3,517 pursuant to agreements with existing shareholders of SLM California. The acquisition provides EMX with a further 0.0424% effective NSR royalty interest in the Caserones mine, increasing the Company’s NSR interest to 0.7759%. Page 43 CERTIFICATIONS PURSUANT TO RULE 13A-14(A) OF THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.4 I, David M. Cole, certify that: 1. I have reviewed this annual report on Form 40-F of EMX Royalty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: March 28, 2023 /s/ David M. Cole David M. Cole President and Chief Executive Officer CERTIFICATIONS PURSUANT TO RULE 13A-14(A) OF THE EXCHANGE ACT, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.5 I, Douglas Reed, certify that: 1. I have reviewed this annual report on Form 40-F of EMX Royalty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: March 28, 2023 /s/ Douglas Reed Douglas Reed Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.6 In connection with the Annual Report of EMX Royalty Corporation (the "Company") on Form 40-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David M. Cole, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 28, 2023 /s/ David M. Cole David M. Cole President and Chief Executive Officer CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 99.7 In connection with the Annual Report of EMX Royalty Corporation. (the "Company") on Form 40-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas Reed, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 28, 2023 /s/ Douglas Reed Douglas Reed Chief Financial Officer CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion by reference in this Annual Report on Form 40-F for the year ended December 31, 2022 of EMX Royalty Corporation (the “Company”) of our reports dated March 27, 2023 relating to the consolidated financial statements of the Company and the effectiveness of internal control over financial reporting, which appear in the Exhibit 99.3 to this Annual Report. We also consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-213709) of our reports referred to above and references to our name under the heading “Interests of Experts” in the Annual Information Form forming a part of the Annual Report on Form 40-F, which is incorporated by reference in such Form S-8. Vancouver, Canada March 27, 2023 /s/ DAVIDSON & COMPANY LLP Chartered Professional Accountants CONSENT OF ERIC JENSEN Exhibit 99.9 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Eric Jensen, hereby consent to the use and reference of my name in the Annual Report, including as an expert or "qualified person", and the inclusion and incorporation by reference in the Annual Report, of the information prepared by me, that I supervised the preparation of, or that was reviewed or approved by me that is of a scientific or technical nature and all other references to such information included or incorporated by reference in the Annual Report, including all information of a scientific or technical nature included or incorporated by reference in the Annual Report not otherwise covered by any other named expert therein. I also consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), if applicable, as amended. Date: March 28, 2023 /s/ Eric Jensen ERIC JENSEN CONSENT OF MICHAEL P. SHEEHAN Exhibit 99.10 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Michael P. Sheehan, hereby consent to the use and reference of my name in the Annual Report, including as an expert or "qualified person", and the inclusion and incorporation by reference in the Annual Report, of the information prepared by me, that I supervised the preparation of, or that was reviewed or approved by me that is of a scientific or technical nature and all other references to such information included or incorporated by reference in the Annual Report, including all information of a scientific or technical nature included or incorporated by reference in the Annual Report not otherwise covered by any other named expert therein. I also consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), if applicable, as amended. Date: March 28, 2023 /s/ Michael P. Sheehan MICHAEL P. SHEEHAN CONSENT OF KEVIN FRANCIS Exhibit 99.11 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Kevin Francis, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report entitled "NI 43-101 Technical Report - Timok Copper - Gold Project Royalty, Serbia" dated March 25, 2022 (the "Amended and Restated Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Amended and Restated Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Dated: March 28, 2023 /s/ Kevin Francis, Kevin Francis, SME Registered Member Mineral Resource Management LLC CONSENT OF GREG WALKER Exhibit 99.12 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Greg Walker, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report Caserones Copper-Molybdenum Mine Royalty - Region III, Chile" dated March 1, 2022 (the "Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Dated: March 28, 2023 /s/ Greg Walker Greg Walker, SME Registered Member Consulting Geologist CONSENT OF MUSTAFA ATALAY Exhibit 99.13 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Mustafa Atalay, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report entitled "Gediktepe Project - Balıkesir Province, Turkey, NI 43-101 Royalty Technical Report" dated March 21, 2022 (the "Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Date: March 28, 2023 /s/ Mustafa Atalay MUSTAFA ATALAY, M.Sc., CPG. DAMA Engineering Inc. CONSENT OF METIN ALEMDAR Exhibit 99.14 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Metin Alemdar, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report entitled "Gediktepe Project - Balıkesir Province, Turkey, NI 43-101 Royalty Technical Report " dated March 21, 2022 (the "Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Date: March 28, 2023 /s/ Metin Alemdar METIN ALEMDAR, M.Sc., MIMMM DAMA Engineering Inc. CONSENT OF SELIM YILMAZ Exhibit 99.15 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Selim Yilmaz, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report entitled "Gediktepe Project - Balıkesir Province, Turkey, NI 43-101 Royalty Technical Report" dated March 21, 2022 (the "Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Date: March 28, 2023 /s/ Selim Yilmaz SELIM YILMAZ, M.Sc., MIMMM DAMA Engineering Inc. CONSENT OF ARIF UMUTCAN GELİŞEN Exhibit 99.16 This consent is provided in connection with the filing of the Annual Report on Form 40-F of EMX Royalty Corporation (the "Company") with the United States Securities and Exchange Commission (the "SEC") and any amendments thereto, and any exhibits or documents incorporated by reference therein (collectively, the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2022 (the "AIF"), the Company's Management Discussion and Analysis for the year ended December 31, 2022 (the "MD&A"), and the Audited Consolidated Financial Statements of the Company for the years ended December 31, 2022 and 2021, including the notes thereto. I, Arif Umutcan Gelişen, hereby consent to (i) the inclusion and incorporation by reference in the Annual Report of references to and information derived or summarized from the technical report entitled "Gediktepe Project - Balıkesir Province, Turkey, NI 43-101 Royalty Technical Report" dated March 21, 2022 (the "Technical Report"), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me; and (ii) the use of and references to my name, including as an expert or "qualified person", and my involvement in the preparation of the Technical Report in each case where used or incorporated by reference into the Annual Report. I also hereby consent to such use of my name in and the incorporation by reference of such information contained or incorporated by reference in the Annual Report and exhibits thereto into the Company's Registration Statement on Form S-8 (No. 333-213709), and any amendment or supplement. Date: March 28, 2023 /s/ Arif Umutcan Gelişen ARIF UMUTCAN GELİŞEN, B.Sc., MIMMM DAMA Engineering Inc. 

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