Voyageur Mineral to acquire Evolve Strategic in RTO

Executive Summary

• Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. have entered into a definitive agreement for a reverse take-over via a statutory three-cornered amalgamation under the Business Corporations Act (British Columbia).
• Upon completion, the resulting entity (to be renamed Evolve Royalties Ltd.) will be listed on the Canadian Securities Exchange (CSE) and will combine Voyageur’s existing royalty portfolio with Evolve’s copper-focused royalty assets.
• The transaction implies a purchase price of 80 Canadian cents per Evolve share, representing a gross consideration of approximately $70.3 million CAD, based on a Voyageur share price of 70 cents.

Key Details

• Transaction Structure: Statutory three-cornered amalgamation where Evolve and a wholly owned subsidiary of Voyageur (1553132 B.C. Ltd.) amalgamate to form "Amalco," which becomes a wholly owned subsidiary of the resulting issuer.
• Exchange Ratio & Consideration:
  • Evolve shareholders will receive 0.285 Voyageur shares (post-consolidation) for each Evolve common share held.
  • Pre-consolidation exchange ratio is 1.14.
  • Implied purchase price is 80 CAD cents per Evolve share.
  • Gross consideration is approximately $70.3 million CAD.
  • Represents a 7% premium to Voyageur’s 35-day volume-weighted-average-price (VWAP) on the CSE as of Aug. 25.
• Share Consolidation: Voyageur will consolidate its shares on a basis of one new share for every four existing shares.
• Name Change: The resulting issuer will change its name to "Evolve Royalties Ltd." or such other name as agreed.
• Share Count & Ownership:
  • Pre-transaction: 32,545,898 Voyageur shares and 87,837,181 Evolve shares outstanding.
  • Post-transaction (undiluted, post-consolidation): Approximately 33,170,070 common shares.
  • Ownership split: ~24.5% held by current Voyageur shareholders; ~75.5% held by former Evolve shareholders.
• Escrow & Warrants: Outstanding stock options and warrants of Evolve will be exchanged for equivalent instruments in the resulting issuer. Shares held by principals are subject to CSE escrow requirements.
• Voting Support:
  • Voyageur directors/officers and largest shareholder (representing ~56.3% of Voyageur shares) have entered into voting support agreements.
  • Evolve directors/officers (exercising control over 26.8% of Evolve shares) have entered into voting support agreements.
• Conditions Precedent: Requires shareholder approval from both companies, CSE approval, and other customary regulatory/third-party consents. Closing expected in the fourth calendar quarter of 2025.
• Potential Financing: Evolve may conduct a private placement of subscription receipts; terms to be established based on market conditions.

Evolve Royalty Portfolio

• Highland Valley Copper (Teck Resources Ltd.): 0.51% net profit interest (British Columbia).
• Copper Mountain (Hudbay Minerals Inc.): 5% net smelter return (NSR) royalty on copper; 2.5% NSR royalty on all other metals (British Columbia).
• Sal de Los Angeles (Argentina): 2% NSR royalty on lithium brine project.
• Other: Various exploration stage royalties and production payment rights.

Notable Quotes

• Joseph de la Plante, CEO of Evolve: "Today marks a significant milestone for Evolve as we announce our reverse takeover transaction with Voyageur... Through this transaction, we are adding exposure to McIlvenna Bay, which is expected to be Canada's next major copper producer, further strengthening our growth profile."
• Fraser Laschinger, CEO of Voyageur: "This strategic business combination marks a transformative event for Voyageur, creating a stronger, more diversified emerging leader in copper mining royalties... This is a bold step forward and we are excited about the opportunities that lie ahead for the combined entity."