Voyageur Mineral target Evolve closes $37.5M financing

Executive Summary

• Evolve Strategic Element Royalties Ltd. completed a best‑efforts private placement of 46,875,000 subscription receipts at C$0.80 each, raising gross proceeds of C$37.5 million.
• Proceeds are held in escrow pending satisfaction of conditions precedent to the proposed Voyageur–Evolve business combination and will be used for growth investments, working capital, and general corporate purposes after the merger.
• The offering includes a cash commission of 6% of gross proceeds (reduced to 3% for “president’s list” subscribers) payable by Evolve, with half of the commission held in escrow.

Key Details

• Offering Size: 46,875,000 subscription receipts @ C$0.80 per receipt → Gross proceeds: C$37.5 million.
• Escrow Conditions: Funds remain in escrow until (i) completion or satisfaction of all conditions precedent to the Voyageur‑Evolve business combination, including required corporate, shareholder, and regulatory approvals; and (ii) conditional approval for listing on the Canadian Securities Exchange.
• Conversion Mechanics: Each subscription receipt automatically converts to one common share, Series E, of Evolve upon escrow release, no additional consideration required. Conversion must occur before 90 days after closing if conditions are met.
• Use of Proceeds: Intended to finance new growth investments and provide working capital/general corporate purposes for the post‑combination issuer.
• Agency Agreement (Oct 1 2025): Lead agents – Canaccord Genuity Corp. & Stifel Nicolaus Canada Inc.; co‑lead agents – BMO Nesbitt Burns Inc., Desjardins Securities Inc., National Bank Financial Inc., Raymond James Ltd., Scotia Capital Inc., ECM Capital Advisors Ltd.
• Commission Structure: Cash commission equal to 6% of gross proceeds; reduced to 3% for “president’s list” subscribers. Half of the commission is held in escrow pending release conditions.
• Related Transaction: The private placement is tied to the proposed business combination between Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd., originally announced on Aug 27 2025 (business‑combination agreement dated Aug 26 2025, as amended).

Notable Quotes

(No direct quotes were provided in the release.)