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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Elemental Royalty Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
28619K109 (CUSIP Number) |
11/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 28619K109 |
| 1 | Names of Reporting Persons
SIM Orphan, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,364,201.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: SIM Orphan, LLC is the General Partner of Orphan Fund, LP (the "Fund") in which such shares referred to above are held. As a result, SIM Orphan, LLC possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund.
Based on a total of 63,387,851 shares outstanding of the Issuer as of June 30, 2025, as set forth in the Issuer's most recent F-10 filed on October 22, 2025.
SCHEDULE 13G
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| CUSIP No. | 28619K109 |
| 1 | Names of Reporting Persons
Orphan Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,364,201.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Based on a total of 63,387,851 shares outstanding of the Issuer as of June 30, 2025, as set forth in the Issuer's most recent F-10 filed on October 22, 2025.
SCHEDULE 13G
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| CUSIP No. | 28619K109 |
| 1 | Names of Reporting Persons
Paul H. Stephens | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,511,343.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.12 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Includes 3,147,142 shares of Common Stock held by Paul H. Stephens ("Stephens") in person accounts of which Stephens is an owner.
Stephens is the Managing Member of SIM Orphan, LLC, the General Partner of the Fund. As a result, Stephens possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Stephens disclaims beneficial ownership of any of the shares held by the Fund.
Based on a total of 63,387,851 shares outstanding of the Issuer as of June 30, 2025, as set forth in the Issuer's most recent F-10 filed on October 22, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Elemental Royalty Corp | |
| (b) | Address of issuer's principal executive offices:
902 - 815 W. Hastings Street, Vancouver, British Columbia, Canada | |
| Item 2. | ||
| (a) | Name of person filing:
SIM Orphan, LLC, Orphan Fund, LP, and Paul H. Stephens | |
| (b) | Address or principal business office or, if none, residence:
2 Windward Road, Belvedere, CA 94920 | |
| (c) | Citizenship:
SIM Orphan, LLC is a Delaware limited liability company. Orphan Fund, LP is a Delaware Limited Partnership. Paul H. Stephens is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
28619K109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Aggregate of all Reporting Persons: 4,511,343
SIM Orphan, LLC - 1,364,201
Orphan Fund, LP - 1,364,201
Paul H. Stephens - 3,147,142*
* Stephens is the Managing Member of SIM Orphan, LLC, the General Partner of the Fund. As a result, Stephens possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Stephens disclaims beneficial ownership of any of the shares held by the Fund. | |
| (b) | Percent of class:
Aggregate of all Reporting Persons: 7.12%
SIM Orphan, LLC - 2.15%
Orphan Fund, LP - 2.15%
Paul H. Stephens - 7.12%*
* Stephens is the Managing Member of SIM Orphan, LLC, the General Partner of the Fund. As a result, Stephens possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Fund. Stephens disclaims beneficial ownership of any of the shares held by the Fund. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
SIM Orphan, LLC - 0
Orphan Fund, LP - 0
Paul H. Stephens - 3,147,142 | ||
| (ii) Shared power to vote or to direct the vote:
SIM Orphan, LLC - 1,364,201
Orphan Fund, LP - 1,364,201
Paul H. Stephens - 1,364,201 | ||
| (iii) Sole power to dispose or to direct the disposition of:
SIM Orphan, LLC - 0
Orphan Fund, LP - 0
Paul H. Stephens - 3,147,142 | ||
| (iv) Shared power to dispose or to direct the disposition of:
SIM Orphan, LLC - 1,364,201
Orphan Fund, LP - 1,364,201
Paul H. Stephens - 1,364,201 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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