Voyageur Mineral closes merger, changes name to Evolve

Executive Summary

• Evolve Royalties Ltd. (formerly Voyageur Minerals Explorers Corp.) has completed its previously announced business combination with Evolve Strategic Element Royalties Ltd. and is now listed on the Canadian Securities Exchange (CSE).
• Common shares are scheduled to commence trading on the CSE on December 17, 2025, under the ticker symbol "EVR".
• The transaction involved a share consolidation for Voyageur shareholders (one-for-four basis) and specific exchange ratios for Evolve Strategic Element Royalties subscription receipt holders.

Key Details

• Transaction Structure: Business combination between Voyageur Minerals Explorers Corp. and Evolve Strategic Element Royalties Ltd.
• Listing Details: Listed on the Canadian Securities Exchange (CSE); trading commences Dec. 17, 2025; Ticker: EVR.
• Corporate Changes:
  • Name changed from Voyageur Mineral Explorers to Evolve Royalties Ltd.
  • Continued under the Canada Business Corporations Act.
  • Share consolidation: Voyageur shares consolidated on a one-for-four basis.
• Share Count: As of the release date, there are 46,529,423 Evolve shares issued and outstanding.
• Subscription Receipt Conversion: Holders of subscription receipts of Evolve Strategic Element Royalties receive 0.285 Evolve shares for each subscription receipt held.
  • Cost base calculated at $2.81 per share (derived from the $0.80 subscription receipt issue price divided by the 0.285 exchange ratio).
• Portfolio Assets: The company holds a diversified portfolio of royalties and streams, including:
  • Net profit interest on Teck Resources Ltd.'s Highland Valley copper operation (BC).
  • Net smelter return (NSR) royalties on copper and other metals from Hudbay Minerals Inc.'s Copper Mountain mine (BC).
  • NSR royalty on the Sal de Los Angeles lithium brine project (Argentina).
  • Net tonnage royalty on Foran Mining Corp.'s McIlvenna Bay project (including McIlvenna Bay deposit and Tesla zone).
  • NSR royalty on Foran Mining Corp.'s Bigstone deposit.
  • NSR royalty on a portion of Visionary Copper and Gold Mines Inc.'s Pine Bay project (including Rainbow deposit).
  • Various exploration-stage royalties and production payment rights.

Notable Quotes

• "The completion of the business combination and listing on the CSE has allowed us to launch Evolve Royalties Ltd., a new growth-oriented player in the copper royalty and base and battery metals space," said Joseph de la Plante, president and chief executive officer. "Evolve is now well capitalized to execute on its business plan to build a diversified portfolio of royalties and streams with long-life, high-margin mining assets delivering consistent returns across commodity cycles, with the aim of generating long-term value for our shareholders."