Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce Completion of Upsized $37.5 Million Brokered Offering
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Announce
Completion of Upsized $37.5 Million Brokered Offering
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 – October 1, 2025 – Voyageur Mineral Explorers Corp. (CSE: VOY) (“Voyageur” or the
“Company”) and Evolve Strategic Element Royalties Ltd. (“Evolve”) are pleased to announce that , further to
their press release on September 16, 2025, Evolve has completed a brokered “best efforts” private placement
of 46,875,000 subscription receipts (“Subscription Receipts”) at a price of $0.80 per Subscription Receipt for
gross proceeds of $37.5 million (the “Offering”) .
The gross proceeds of the Offering , less certain payments to the Agents on account of their expenses and
partial commission, will be held in escrow until certain conditions are met, including, but not limited to, the
completion of, or the satisfaction of all conditions precedent to , the proposed business combination of
Voyageur and Evolve (the “Business Combination”) under the business combination agreement entered into
on August 26, 2025 (as amended) , including the receipt of all required corporate, shareholder and regulatory
approvals in connection with the Business Combination, and the common shares of the issuer resulting from
the Business Combination ( the “Resulting Issuer”) to be issued in exchange for the Evolve Shares upon
completion of the Business Combination being conditionally approved for listing on the CSE .
Each Subscription Receipt will be automatically exchanged for one (1) Common Share Series E of Evolve (an
“Evolve Share”) without payment of any additional consideration or further action on the part of the holder
thereof upon satisfaction of the escrow release conditions (the “Escrow Release Conditions”) prior to the date
that is 90 days following the closing date of the Offering. Upon closing of the Business Combination, all Evolve
Shares and other securities of Evolve will be exchanged for shares and securities of the Resulting Issuer
following completion of the Business Combination . Please refer to the joint press release of Evolve and
Voyageur dated August 27, 2025 for mor e details on the Business Combination .
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 Resulting Issuer following the closing of the Business
Combination .
The Offering was completed pursuant to the terms of an agency agreement dated October 1, 2025 among
Canaccord Genuity Corp. and Stifel Nicolaus Canada Inc., as co -lead agents , and BMO Nesbitt Burns Inc.,
Desjardins Securities Inc., National Bank Financial Inc., Raymond James Ltd., Scotia Capital Inc. and ECM
Capital Advisors Ltd. (collectively, the “Agents”). In consideration for services rendered in connection with the
Offering, a cash commission in an amount equal to 6 .0% of the gross proceed s raised under the Offering,
which commission was reduced to 3.0% for subscribers on the president’s list, is payable by Evolve, half of
which will be held in escrow pending satisfaction of the Escrow Release Conditions, and Evolve reimbursed
the Agents for certain expenses incurred in connection with the Offering.
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
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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.
• 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 Offering and the future business of the Resulting 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 part ies, including
expectations and assumptions concerning (i) Voyageur, Evolve, the Resultin g Issuer, and the Business
Combination , (ii) the timely receipt of all required shareholder , regulatory approvals and consents (as
applicable), including the approval of the CSE to list the common shares of the Resulting Issuer upon
completion of the Business Combination , (iii) the escrow release conditions in connection with the Offering,
(iv) the satisfaction of other closing conditions in accordance with the terms of the definitive agreement s to
effect the transactions described herein , and (v) the intended use of the net proceeds . 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
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known and unknown 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 reasonable 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.
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 t he registration requirements of the
U.S. Securities Act of 1933 and applicable state securities requirements or pursuant to exemptions therefrom.