Voyageur Mineral target Evolve arranges $20M financing

Executive Summary

• Evolve Strategic Element Royalties Ltd. is conducting a private placement of subscription receipts for gross proceeds of approximately $20 million, in conjunction with its proposed business combination with Voyageur Mineral Explorers Corp.
• Existing shareholders, management, and affiliates of Evolve intend to subscribe for up to $9 million of the offering.
• The transaction involves a best-effort private placement at 80 cents per subscription receipt, with proceeds held in escrow until conditions for the business combination are met, after which receipts convert to Evolve shares and subsequently to Voyageur shares (renamed Evolve Royalties Ltd.).

Key Details

• Financing Structure: Private placement of subscription receipts via co-lead agents Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc.
• Price: 80 cents per subscription receipt.
• Gross Proceeds: Approximately $20 million.
• Over-allotment Option: Agents have an option to sell up to 15% additional subscription receipts at the same price, exercisable until closing.
• Subscription Commitments: Existing shareholders, management, and affiliates intend to subscribe for up to $9 million.
• Use of Proceeds: Financing the resulting issuer's new growth investments, working capital, and general corporate purposes.
• Escrow and Conversion Terms:
  • Gross proceeds (less agent expenses/commissions) held in escrow until CSE conditional approval and satisfaction of business combination conditions.
  • Subscription receipts automatically exchange for one common share of Evolve upon satisfaction of escrow release conditions within 90 days of closing.
  • Upon business combination closing, Evolve shares (including converted subscription receipts) exchange for common shares of Voyageur (renamed Evolve Royalties Ltd.).
• Exchange Ratio:
  • Standard ratio: 0.285 common shares of the resulting issuer for each subscription receipt share held (reflecting a 1:4 consolidation of Voyageur's pre-combination shares).
  • Alternative ratio: If Voyageur consolidation is not completed prior to the business combination, the ratio becomes 1.14 resulting issuer common shares for each subscription receipt share.
• Closing Conditions: Subject to shareholder approval (in certain circumstances) and conditional approval from the Canadian Securities Exchange (CSE).

Notable Quotes

• None provided in the text.