Mr. Joseph de la Plante reports
EVOLVE ROYALTIES LTD. ANNOUNCES COMPLETION OF ITS BUSINESS COMBINATION AND LISTING ON THE CSE
Evolve Royalties Ltd., formerly Voyageur Minerals Explorers Corp., has completed its previously announced business combination with Evolve Strategic Element Royalties Ltd. and its listing on the Canadian Securities Exchange.
Evolve's common shares are expected to commence trading on the CSE on Dec. 17, 2025, under the symbol EVR. The company's listing statement is available on its SEDAR+ profile.
"The completion of the business combination and listing on the CSE has allowed us to launch Evolve Royalties Ltd., a new growth-oriented player in the copper royalty and base and battery metals space," said Joseph de la Plante, president and chief executive officer. "Evolve is now well capitalized to execute on its business plan to build a diversified portfolio of royalties and streams with long-life, high-margin mining assets delivering consistent returns across commodity cycles, with the aim of generating long-term value for our shareholders."
Further to the business combination and as previously announced, Voyageur completed a consolidation of its shares on a one-for-four basis, changed its corporate name from Voyageur Mineral Explorers to Evolve Royalties and was continued under the Canada Business Corporations Act. As of the date of this news release, there are 46,529,423 Evolve shares issued and outstanding.
As part of the closing of the business combination, holders of subscription receipts of Evolve Strategic Element Royalties will receive 0.285 Evolve share for each subscription receipt held, with such Evolve share having a cost base of $2.81 per share (being the subscription receipt issue price of 80 cents divided by the exchange ratio of 0.285, in accordance with the business combination and taking into account the consolidation).
Information for shareholders
Voyageur shareholders who hold their shares through a securities broker or dealer, a bank or a trust company will not be required to take any measures and will automatically receive their new Evolve shares. Registered Voyageur shareholders will be required to submit a duly completed letter of transmittal with share certificates representing their Voyageur shares to the company's transfer agent, TSX Trust Company, to receive their Evolve shares.
Shareholders of Evolve Strategic Element Royalties who hold uncertificated shares will not be required to take any measures and will automatically receive their Evolve shares. All registered shareholders who hold certificates in their name, or whose shares are held through a broker who holds a certificate on their behalf, will be required to submit a duly completed letter of transmittal with share certificates representing their shares of Evolve Strategic Element Royalties to the company's transfer agent, TSX Trust Company, to receive their Evolve shares. Holders of subscription receipts will not be required to take any measures and will automatically receive their Evolve shares.
Additional information or copies of letters of transmittal can be obtained by contacting TSX Trust Company by phone at 1-866-600-5869 (toll-free in North America) or 416-342-1091 (outside of North America) or by e-mail at tsxtis@tmx.com.
Advisers
Evolve Strategic Element Royalties was represented by Fasken Martineau DuMoulin LLP, and Voyageur Mineral Explorers was represented by Cassels Brock & Blackwell LLP.
About Evolve Royalties Ltd.
Evolve is a 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 value in the low-carbon and digital economy. Evolve's portfolio consists of a valuable package of royalties, including a net profit interest on Teck Resources Ltd.'s Highland Valley copper operation in British Columbia, net smelter return (NSR) royalties on copper and on all other metals produced on a portion of the claims of Hudbay Minerals Inc.'s Copper Mountain mine in British Columbia, an NSR royalty on the Sal de Los Angeles lithium brine project in Argentina, 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 royalty on Foran Mining Corp.'s Bigstone deposit, and an NSR royalty on a portion of Visionary Copper and Gold Mines Inc.'s Pine Bay project, including the Rainbow deposit, as well as various exploration-stage royalties and production payment rights.
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