Mr. Fraser Laschinger reports
VOYAGEUR MINERAL EXPLORERS CORP. AND EVOLVE STRATEGIC ELEMENT ROYALTIES LTD. ANNOUNCE $20 MILLION FINANCING
Further to Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd.'s press release dated Aug. 27, 2025, announcing their proposed business combination, Evolve intends to complete a private placement of subscription receipts for gross proceeds of approximately $20-million. Existing shareholders, management and affiliates of Evolve intend to subscribe for up to $9-million of the private placement.
The offering
Evolve has entered into an engagement letter with Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. to act as co-lead agents, on their own behalf and on behalf of a syndicate of agents, in connection with an offering of subscription receipts, at a price of 80 cents per subscription receipt for gross proceeds of approximately $20-million. The Evolve offering will be conducted on a best-effort private placement basis.
Evolve has also granted the agents an option to sell up to such number of additional subscription receipts as is equal to 15 per cent of the number of subscription receipts sold under the Evolve offering at the offering price. The agents' option shall be exercisable, in whole or in part, at any time up to closing of the Evolve offering.
Upon closing of the Evolve offering, the gross proceeds of the Evolve offering, less certain payments to the agents on account of their expenses and partial commission, shall be held in escrow until certain conditions are met, including receipt of the conditional approval from the Canadian Securities Exchange and the satisfaction of all conditions to closing of the business combination. Each subscription receipt shall be automatically exchanged for, without payment of any additional consideration and without further action on the part of the holder thereof, one common share of Evolve upon satisfaction of the escrow release conditions within 90 days of closing of the Evolve offering. Upon closing of the business combination, all Evolve shares, including the shares issuable upon conversion of the subscription receipts, shall be exchanged for common shares of Voyageur, which will be renamed Evolve Royalties Ltd. following the closing of the business combination, based on the exchange ratio of 0.285 common share of the resulting issuer for each subscription receipt share held, which reflects a consolidation of Voyageur's common shares (being a 1:4 consolidation ratio of the Voyageur common shares prior to the business combination. If the Voyageur consolidation is not completed prior to the business combination, then the applicable exchange ratio shall be 1.14 resulting issuer common shares for each subscription receipt share).
The net proceeds of the Evolve offering shall be used to finance the resulting issuer's new growth investments as well as for working capital and general corporate purposes.
The completion of the foregoing transactions is subject to a number of closing conditions, including shareholder approval in certain circumstances and the receipt of the conditional approval of the CSE.
About Evolve Strategic Element Royalties Ltd.
Evolve is a private company existing under the Business Corporations Act (British Columbia) and is a strategic metals royalty company that strives to be one of the first to apply the royalty and streaming model to the next generation of strategic mines -- moving early to secure premium assets and build decades of value in the low-carbon and digital economy.
Evolve's royalty portfolio consists of:
-
A 0.51-per-cent net profit interest on Teck Resources Ltd.'s Highland Valley copper operation in British Columbia;
- A 5-per-cent net smelter return (NSR) royalty on copper and a 2.5-per-cent NSR royalty on all other metals produced on claims forming a portion of Hudbay Minerals Inc.'s Copper Mountain mine in British Columbia;
- A 2-per-cent NSR royalty on the Sal de Los Angeles lithium brine project in Argentina;
- Various exploration-stage royalties and production payment rights.
About Voyageur Mineral Explorers Corp.
Voyageur is a Canadian junior mineral exploration company with a specific focus on mineral properties in northwestern Manitoba and northeastern Saskatchewan, Canada. The company owns a valuable package of royalties in the prolific Flin Flon greenstone belt, including: a net tonnage royalty on a portion of Foran Mining Corp.'s McIlvenna Bay project, including the McIlvenna Bay deposit and the Tesla zone; an NSR on Foran Mining's Bigstone deposit; and an NSR royalty on a portion of Visionary Copper & Gold Mines Inc.'s Pine Bay project, including the Rainbow deposit.
Further information
All information contained in this news release with respect to Voyageur and Evolve was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. For certainty, all information in this release with respect to the business of Evolve was supplied by Evolve for inclusion herein, and Voyageur and its directors and officers have relied on Evolve for any information related thereto.
We seek Safe Harbor.
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