Evolve Royalties to acquire Uis tin royalty

Mr. Joseph de la Plante reports EVOLVE ROYALTIES ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE A CASH-FLOWING TIN ROYALTY ON THE UIS MINE IN NAMIBIA Evolve Royalties Ltd. has entered into a definitive royalty purchase agreement with OMF Fund III (F) Ltd., an entity managed by Orion Resource Partners LP, to acquire a tin sliding-scale gross revenue royalty (the Uis royalty) on the producing Uis tin-tantalum mine in Namibia, operated by Andrada Mining Ltd. The total consideration for the acquisition of the Uis royalty is $32.5-million, consisting of $22.5-million in cash and the issuance of common shares of Evolve having an aggregate value of $10.0-million, subject to purchase price adjustments as set forth in the royalty purchase agreement. Evolve is full financed to complete the proposed acquisition. The Uis royalty represents an opportunity for Evolve to acquire a cash-flowing tin royalty on a long-life mine. At current production levels, royalty rate and LME cash settlement tin prices of approximately $45,000 per tonne, the Uis royalty is expected to generate revenue between $4.0-million and $4.5-million in 2026, providing a meaningful and stable cash flow contribution to Evolve's portfolio. Transaction highlights Acquisition of a royalty on a producing, open-pit tin and tantalum operation in Namibia, an established mining jurisdiction; Adds immediate and meaningful cash flow from a long-life mine to Evolve's portfolio; Newly recommissioned and modernized mine with long mine life supported by a large pegmatite resource with significant resource expansion potential across the royalty ground; Complements the company's copper-focused portfolio with strategic exposure to tin, a key electrification metal used in semiconductors, power electronics and renewable energy technologies. "The Uis royalty provides Evolve with immediate cash flow over a long life of mine asset in Namibia, an established mining jurisdiction. 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, a critical metal structurally levered to global electrification and semiconductor demand, making it a natural fit alongside our copper-focused royalty portfolio," said Joseph de la Plante, president and chief executive officer of Evolve. "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. We believe Evolve's experienced management team and focused strategy position it well to create long-term value," said Istvan Zollei, managing partner of Orion. Tin market fundamentals Tin is a critical enabler of global electrification. Approximately half of global tin demand comes from solder used in electronics with growing consumption driven by AI (artificial intelligence) infrastructure, electric vehicles and solar energy systems. Tin supply is highly concentrated and frequently disrupted, with limited new projects advancing. These dynamics are expected to drive a structural supply deficit later this decade, supporting attractive long-term pricing. The tin LME cash settlement price for tin closed at $47,500 per tonne on Feb. 23, 2026. Uis tin royalty The Uis royalty is a sliding-scale gross revenue royalty payable on all tin products produced from mining licence ML-134, covering approximately 19,700 hectares hosting numerous pegmatites with mineralization including lithium, tin, tantalum and rubidium. The Uis royalty rate is degressive based on quarterly annualized contained tin production and subject to certain Uis mine expansion milestones and other customary requirements, as follows: Until an expansion milestone allowing an annualized contained tin production of 1,600 tpa (tonnes per annum) is achieved (the stage 1 expansion), the royalty rate is set at a rate determined by linear basis interpolation between 9.63 per cent and 5.13 per cent as production increases from 1,000 tpa to 1,600 tpa. After the stage 1 expansion and until an expansion milestone allowing an annualized contained tin production of 2,000 tpa is achieved (the phase 1 expansion), the royalty rate will be set at a rate determined by linear basis interpolation between 4.50 per cent to 3.61 per cent as production increases from 1,600 tpa to 2,000 tpa. After the phase 1 expansion and until an expansion milestone allowing an annualized contained tin production of 9,800 tpa is achieved (the phase 2 expansion), the royalty rate will be set at 3.61 per cent. After the phase 2 expansion, the royalty rate will be set at 0.86 per cent. Once the Uis royalty has been paid against 95,500 tonnes of contained tin, the rate then further reduces by 75 per cent in respect of the first 9,800 tonnes and 87.5 per cent in respect of the production in excess of 9,800 tonnes per year. At current production levels of approximately 1,000 to 1,100 tpa, the Uis royalty is expected to apply at the upper end of the applicable range, subject to timing of the expansion milestones described above. Uis mine highlights The Uis tin mine, discovered in 1911 and established in the early 1950s, was historically one of the world's largest hard-rock open-pit tin mines. Following its closure in 1990 due to low tin prices, the mine was recommissioned and modernized by Andrada Mining Ltd. in 2022. The operation currently produces high-quality tin concentrate and has demonstrated consistent ramp-up since restart, with expected annual production of approximately 1,000 to 1,100 tonnes of contained tin. For Q3 FY 2026 (period ended Nov. 30, 2025), the mine produced 255 tonnes of contained tin. For H1 FY2026 (period ended Aug. 31, 2025), the mine produced 511 tonnes of contained tin at an all-in-sustaining-cost of $24,808 per tonne. The property hosts extensive pegmatite mineralization with significant potential exploration upside and additional exposure to lithium and tantalum mineralization. Transaction details As part of the transaction, Evolve will acquire the Uis royalty for total consideration of $32.5-million, consisting of $22.5-million in cash and the issuance of 4,199,830 common shares having an aggregate value of $10.0-million in common shares of Evolve (subject to purchase price adjustments as set forth in the royalty purchase agreement), at a deemed issue price of $3.26 per share, being the five-day volume-weighted average trading price per share on the Canadian Securities Exchange for the period ended Feb. 23, 2026, subject to customary closing conditions. The transaction is subject to customary closing conditions, including the receipt of the Canadian Securities Exchange approval and regulatory approvals in Namibia. The transaction will have an economic effective date of Jan. 1, 2026, entitling Evolve to a full year of payments in 2026. The parties expect closing to occur in the first half of 2026. Qualified person The scientific and technical content of this news release has been reviewed and approved by Vincent Cardin-Tremblay, PGeo, chief operating officer of the company, who is a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. About Evolve Royalties Ltd. Evolve Royalties is a royalty and streaming company focused on acquiring high-quality royalties in base and critical metals that support electrification and the global energy transition. The company's strategy is to build a diversified portfolio of long-life cash-flowing royalties while maintaining exposure to long-term commodity upside. The company's common shares are listed and posted for trading on the Canadian Securities Exchange under the symbol EVR. We seek Safe Harbor.