Evolve Royalties Enters Into Definitive Agreement To Acquire a Cash-Flowing Tin Royalty on the Uis Mine in Namibia

Executive Summary

• Evolve Royalties Ltd. entered a definitive royalty purchase agreement to acquire the Uis Tin‑Tantalum royalty in Namibia for total consideration of $32.5 million (US$22.5 M cash + 4,199,830 common shares valued at US$10.0 M).
• The royalty is a sliding‑scale gross revenue royalty on tin production, expected to generate $4.0–$4.5 million of revenue in 2026, adding immediate and stable cash flow to Evolve’s portfolio.
• Transaction closes in H1 2026 pending CSE and Namibian regulatory approvals; effective date is Jan 1 2026.

Key Details

• Consideration: $22.5 M cash + issuance of 4,199,830 common shares (aggregate value $10.0 M) at a deemed issue price of CA$3.26 per share (5‑day VWAP ending Feb 23 2026).
• Royalty Structure:
• Tiered rate based on annualized contained tin production:
  • 1,000–1,600 tpa → 9.63% to 5.13% (linear interpolation)
  • 1,600–2,000 tpa → 4.50% to 3.61% (linear interpolation)
  • 2,000–9,800 tpa → 3.61%

  • 9,800 tpa → 0.86%

• After payment against 95,500 t of tin, rate reduces by 75% on the first 9,800 t and 87.5% thereafter.
• Expected Revenue (2026): $4.0–$4.5 M based on current production (~1,000‑1,100 tpa) and LME tin price ≈ US$45,000/t.
• Uis Mine Production Highlights:
• Q3 FY 2026 (ended 30 Nov 2025): 255 t of contained tin produced.
• H1 FY 2026 (ended 31 Aug 2025): 511 t produced at AISC $24,808/t.
• Closing Conditions: Subject to CSE approval and Namibian regulatory approvals; expected closing in the first half of 2026.
• Strategic Rationale: Diversifies Evolve’s copper‑focused portfolio with exposure to tin—a critical electrification metal—while adding a cash‑flowing, long‑life royalty in an established mining jurisdiction.

Notable Quotes

“The Uis Royalty provides Evolve with immediate cash flow over a long life of mine asset in Namibia… positions Evolve as one of the only publicly listed royalty companies with meaningful exposure to tin.” – Joseph de la Plante, President & CEO, Evolve Royalties Ltd.

“We are pleased to complete this transaction with Evolve and look forward to supporting the company as a shareholder…” – Istvan Zollei, Managing Partner, Orion.