Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce Upsize of Previously Announced Financing to $37.5 Million
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce
Upsize of Previously Announced Financing to $3 7.5 Million
Not for distribution to United States newswire services or for release, publication, distribution or
dissemination, directly or indirectly, in whole or in part, in or into the United States.
Toronto, Ontario – September 16, 2025 – Voyageur Mineral Explorers Corp. (CSE: VOY) (“Voyageur” or the
“Company”) and Evolve Strategic Element Royalties Inc. (“Evolve”) are pleased to announce that , further to
their press release on September 3, 2025, due to strong investor demand , Evolve’s previously announced
brokered “best efforts” private placement of subscription receipts (“Subscription Receipts”) has been
increased to gross proceeds of approximately $3 7.5 million (the “ Evolve Offering”) , up from approximately
$20.0 million.
The Evolve Offering is being conducted by a syndicate of agents (collectively, the “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 Agent s 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% of the Evolve Offering.
The net proceeds of the Offering are intended to be used to fund new growth investments and for working
capital and general corporate purposes of the issuer (the “Resulting Issuer”) resulting from the proposed
business combination of Voyageur and Evolve (the “Business Combination”) .
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 (the “ VSA Amendment 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 threshold s, 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 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 value in the low -carbon
and digital economy.
Evolve’s royalty portfolio consists of:
• a 0.51% net profit interest on Teck Resources Limited’s Highland Valley Copper Operation in British
Columbia.
• a 5% net smelter returns (“NSR”) royalty on copper and 2.5% 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% 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
Northwest Manitoba and Northeast Saskatchewan, Canada. The Company owns a valuable package of
royalties in the prolific Flin Flon greenstone belt, incl uding: a net tonnage royalty on a portion of Foran Mining
Corporation’s McIlvenna Bay Project, including the McIlvenna Bay Deposit, and the Tesla Zone; an NSR on
Foran Mining Corporation’s Bigstone Deposit; and an NSR on a portion of Visionary Copper & Gol d Mines Inc.’s
Pine Bay Project, including the Rainbow Deposit.
For further information please contact:
Fraser Laschinger
President and CEO
Voyageur Mineral Explorers Corp.
Tel: (416) 628 -5910
Joseph de la Plante
President and CEO
Evolve Strategic Element Royalties Ltd.
Tel: (514) 546 -1070
CAUTIONARY STATEMENTS
This news release contains forward -looking statements and forward -looking information (collectively,
“forward -looking statements”) within the meaning of applicable securities laws. Any statements that are
contained in this news release that are not stateme nts of historical fact may be deemed to be forward -looking
statements. Forward -looking statements are often identified by terms such as “may”, “should”, “anticipate”,
“will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are in tended to identify
forward -looking statements. More particularly and without limitation, this news release contains forward -
looking statements concerning the Evolve Offering, the timing and the size of the Evolve Offering, and the
future business of the Re sulting Issuer. Forward -looking statements are inherently uncertain, and the actual
performance may be affected by a number of material factors, assumptions and expectations, many of which
are beyond the control of the parties, including expectations and a ssumptions concerning (i) Voyageur,
Evolve, the Resulting Issuer, and the Business Combination , (ii) the timely receipt of all required shareholder ,
court and regulatory approvals and consents (as applicable), including the approval of the CSE, (iii) the
proposed Evolve Offering, and the terms and size of the Evolve Offering, and the closing of the Evolve
Offering, if any, and (iii) the satisfaction of othe r closing conditions in accordance with the terms of the
definitive agreement s to effect the transact ions described herein . Readers are cautioned that assumptions
used in the preparation of any forward -looking statements may prove to be incorrect. Events or circumstances
may cause actual results to differ materially from those predicted as a result of numerous known and unkno wn
risks, uncertainties, and other factors, many of which are beyond the control of the parties. Readers are
further cautioned not to place undue reliance on any forward -looking statements, as such information,
although considered reas onable by the respective management of Voyageur and Evolve at the time of
preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward -looking statements contained in this news release are made as of the date of this news release
and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities
law, neither Voyageur nor Evolve undert akes any obligation to update publicly or to revise any of the included
forward -looking statements, whether as a result of new information, future events or otherwise.
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Completion of the Business Combination is subject to a number of conditions, including but not limited to,
shareholder approval. Where applicable, the Business Combination cannot close until the required
shareholder approval is obtained. There can be no assurance that the Business Combination will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement
to be prepared in connection with the Business Combination , any information released or received with
respect to the Business Combination may not be accurate or complete and should not be relied upon.
Trading in the securities of Voyageur should be considered highly speculative.
The CSE has not passed upon the merits of the Business Combination and has neither approved nor
disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described
herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state
in which such offer, s olicitation or sale would be unlawful. The securities have not been and will not be
registered under the U.S. Securities Act of 1933 , or any state securities laws, and accordingly, may not be
offered or sold in the United States except in compliance with the registration requirements of the
U.S. Securities Act of 1933 and applicable state securities requirements or pursuant to exemptions therefrom.