Voyageur Mineral target Evolve increases placement

Executive Summary

• Evolve Strategic Element Royalties Ltd. has upsized its brokered best-effort private placement of subscription receipts from approximately $20.0 million to approximately $37.5 million due to strong investor demand.
• The financing is part of the proposed business combination between Evolve and Voyageur Mineral Explorers Corp., with net proceeds designated for new growth investments, working capital, and general corporate purposes.
• The transaction remains subject to closing conditions, including shareholder approval and conditional approval from the Canadian Securities Exchange, alongside amended voting support agreements and increased break fees.

Key Details

• Financing Upsize: Gross proceeds increased from ~$20.0 million to ~$37.5 million.
• Agents: Syndicate led by Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. as co-lead agents.
• Option Removal: The agents' option to sell an additional 15% of the offering has been removed following the upsizing.
• Use of Proceeds: Financing new growth investments, working capital, and general corporate purposes resulting from the proposed business combination of Voyageur and Evolve.
• Closing Conditions: Subject to shareholder approval (in certain circumstances) and conditional approval of the Canadian Securities Exchange.
• Voyageur Break Fee: Increased by $262,500 if Voyageur's board changes its recommendation.
• Voting Support Agreement (VSA) Amendments: Northfield Capital Corp. (Voyageur's largest shareholder) amended its VSA to restrict termination rights in the context of a superior proposal unless specific value thresholds are met.
• Evolve Royalty Portfolio:
  • 0.51% net profit interest on Teck Resources Ltd.'s Highland Valley copper operation (BC).
  • 5% NSR on copper and 2.5% NSR on other metals from Hudbay Minerals Inc.'s Copper Mountain mine (BC).
  • 2% NSR on Sal de Los Angeles lithium brine project (Argentina).
  • Various exploration-stage royalties and production payment rights.
• Voyageur Royalty Portfolio:
  • Net tonnage royalty on Foran Mining Corp.'s McIlvenna Bay project (including McIlvenna Bay deposit and Tesla zone).
  • NSR on Foran Mining's Bigstone deposit.
  • NSR on a portion of Visionary Copper and Gold Mines Inc.'s Pine Bay project (including Rainbow deposit).

Notable Quotes

• None explicitly provided in the text.