Evolve Royalties to acquire Uis tin royalty

Executive Summary

• Evolve Royalties Ltd. has entered into a definitive agreement to acquire the Uis tin-tantalum royalty from OMF Fund III (F) Ltd. on the producing Uis mine in Namibia, operated by Andrada Mining Ltd.
• The total transaction consideration is $32.5 million, structured as $22.5 million in cash and the issuance of approximately 4.2 million common shares valued at $10.0 million.
• The acquisition adds immediate cash flow to Evolve’s portfolio, with expected 2026 revenue between $4.0 million and $4.5 million based on current production levels and LME tin prices.

Key Details

• Transaction Structure: Total consideration of $32.5 million, consisting of:
  • $22.5 million in cash.
  • Issuance of 4,199,830 common shares of Evolve Royalties Ltd.
  • Deemed issue price of $3.26 per share (based on the 5-day VWAP on the Canadian Securities Exchange ending Feb. 23, 2026).
  • Aggregate share value of $10.0 million, subject to purchase price adjustments.
• Asset Acquired: A sliding-scale gross revenue royalty on the Uis tin-tantalum mine (Mining Licence ML-134, ~19,700 hectares) in Namibia.
• Royalty Terms (Degressive Structure):
  • Stage 1 Expansion (up to 1,600 tpa): Rate interpolates linearly between 9.63% and 5.13% as production increases from 1,000 tpa to 1,600 tpa.
  • Phase 1 Expansion (up to 2,000 tpa): Rate interpolates linearly between 4.50% and 3.61% as production increases from 1,600 tpa to 2,000 tpa.
  • Phase 2 Expansion (up to 9,800 tpa): Fixed rate of 3.61%.
  • Post Phase 2: Fixed rate of 0.86%.
  • Reduction Clause: After 95,500 tonnes of contained tin have been paid against, the rate reduces by 75% for the first 9,800 tonnes and 87.5% for production in excess of 9,800 tonnes per year.
• Production & Financials:
  • Current production: ~1,000 to 1,100 tonnes per annum (tpa) of contained tin.
  • Expected 2026 Revenue: $4.0 million to $4.5 million (based on ~$45,000/tonne LME price).
  • Q3 FY 2026 Production (ended Nov. 30, 2025): 255 tonnes of contained tin.
  • H1 FY 2026 Production (ended Aug. 31, 2025): 511 tonnes of contained tin at an all-in-sustaining-cost of $24,808 per tonne.
• Strategic Rationale: Complements Evolve’s copper-focused portfolio with exposure to tin, a critical metal for electrification, semiconductors, and renewable energy.
• Closing Conditions: Subject to Canadian Securities Exchange approval and regulatory approvals in Namibia.
• Timeline: Economic effective date is Jan. 1, 2026 (entitling Evolve to a full year of payments in 2026). Closing expected in the first half of 2026.
• Qualified Person: Vincent Cardin-Tremblay, PGeo, Chief Operating Officer.

Notable Quotes

• "The Uis royalty provides Evolve with immediate cash flow over a long life of mine asset in Namibia... This transaction is consistent with Evolve's strategy of building a diversified portfolio of high-quality cash-flowing royalties and streams and positions Evolve as one of the only publicly listed royalty companies with meaningful exposure to tin..." — Joseph de la Plante, President and CEO, Evolve Royalties.
• "We are pleased to complete this transaction with Evolve and look forward to supporting the company as a shareholder as it continues to build a high-quality royalty portfolio." — Istvan Zollei, Managing Partner, Orion.