Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce Completion of Upsized $37.5 Million Brokered Offering

Executive Summary

• Evolve Strategic Element Royalties Ltd. completed a brokered private placement of 46,875,000 subscription receipts at $0.80 each, raising gross proceeds of $37.5 million.
• Proceeds (net of agent fees) will be held in escrow until conditions for the Voyageur‑Evolve business combination are satisfied; thereafter they will fund growth investments and working capital for the resulting issuer.
• Each subscription receipt will automatically convert to one Common Share Series E of Evolve upon escrow release, with further conversion into shares of the post‑combination entity after the merger closes.

Key Details

• Offering size: 46,875,000 subscription receipts @ $0.80 per receipt → gross proceeds $37.5 M.
• Escrow arrangement: Gross proceeds (minus certain agent expenses/partial commission) placed in escrow pending satisfaction of “Escrow Release Conditions,” including completion of the Voyageur‑Evolve business combination and required corporate, shareholder, and regulatory approvals.
• Conversion mechanics:
• Each subscription receipt automatically exchanges for one Common Share Series E of Evolve (no additional consideration).
• Conversion occurs prior to 90 days after the offering closing, provided escrow conditions are met.
• Upon consummation of the business combination, all Evolve Shares and other securities will be exchanged for shares/securities of the resulting issuer.
• Use of net proceeds: Intended for new growth investments, working capital, and general corporate purposes of the post‑combination entity.
• Agent compensation: Cash commission equal to 6.0% of gross proceeds (reduced to 3.0% for “president’s list” subscribers); half of the commission held in escrow pending escrow release conditions. Agents also reimbursed for certain expenses.
• Lead agents: Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. (co‑lead). Other participating agents: BMO Nesbitt Burns Inc., Desjardins Securities Inc., National Bank Financial Inc., Raymond James Ltd., Scotia Capital Inc., ECM Capital Advisors Ltd.
• Related agreements: Offering conducted under an agency agreement dated October 1, 2025; business combination governed by the Business Combination Agreement dated August 26, 2025 (as amended).

Notable Quotes

(No direct quotes were provided in the release.)