Mr. Fraser Laschinger reports
VOYAGEUR MINERAL EXPLORERS CORP. AND EVOLVE STRATEGIC ELEMENT ROYALTIES LTD. ANNOUNCE UPSIZE OF PREVIOUSLY ANNOUNCED FINANCING TO $37.5 MILLION
Further to Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Inc.'s press release on Sept. 3, 2025, due to strong investor demand, Evolve's previously announced brokered best effort private placement of subscription receipts has been increased to gross proceeds of approximately $37.5-million, up from approximately $20.0-million.
The Evolve offering is being conducted by a syndicate of agents led by Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc. as co-lead agents. In view of the upsizing of the Evolve offering, Evolve and the agents have agreed to amend the agents' engagement letter to remove the agents' option to sell up to such number of additional subscription receipts equal to 15 per cent of the Evolve offering.
The net proceeds of the offering are intended to be used to finance new growth investments and for working capital and general corporate purposes of the issuer resulting from the proposed business combination of Voyageur and Evolve.
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 Canadian Securities Exchange.
In support of the Evolve offering, Voyageur has agreed to increase the break fee by $262,500 if its board of directors changes its recommendation. Also, Northfield Capital Corp., Voyageur's largest shareholder, has agreed to certain amendments to its voting support agreement such that, among other things, it will not be permitted to terminate its VSA amendment agreement in the context of a superior proposal on Voyageur unless such superior proposal meets certain value thresholds, as set forth in the VSA amendment agreement. A copy of the VSA amendment agreement will be filed under Voyageur's SEDAR+ profile.
About Evolve Strategic Element Royalties Inc.
Evolve is a private company existing under the Business Corporations Act (British Columbia) and is a strategic metal 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 royalty portfolio consists of:
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A 0.51-per-cent net profit interest on Teck Resources Ltd.'s Highland Valley copper operation in British Columbia;
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A 5-per-cent net smelter return royalty on copper and 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;
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A 2-per-cent NSR royalty on the Sal de Los Angeles lithium brine project in Argentina;
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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 on a portion of Visionary Copper and Gold Mines Inc.'s Pine Bay project, including the Rainbow deposit.
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