Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Enter into Definitive Agreement to Complete Reverse Take-Over
Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Enter into
Definitive Agreement to Complete Reverse Take-Over
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 – August 27, 2025 – Voyageur Mineral Explorers Corp. (CSE: VOY) (“Voyageur” or the “Company”)
and Evolve Strategic Element Royalties Inc. (“Evolve”) are pleased to announce that the parties have entered into a
definitive business combination agreement dated August 26, 2025 (the “Definitive Agreement”), whereby Voyageur
will acquire all of the issued and outstanding common shares of Evolve by way of a statutory three-cornered
amalgamation under the Business Corporations Act (British Columbia). Upon completion of the proposed business
combination (the “Proposed Transaction”), Voyageur (as it exists upon completion of the Proposed Transaction, the
“Resulting Issuer”) will remain listed on the CSE and will continue to carry its existing business activities and will
begin to carry on the business of Evolve.
Voyageur and Evolve are arm’s length parties, and there are no current non -arm’s length parties of Voyageur who
are insiders of Evolve, or presently hold any direct or indirect beneficial interest in either Evolve or any of its assets.
In connection with closing of the Proposed Transaction, Voyageur intends to continue under the Canada Business
Corporations Act (the “Continuance”), consolidate all of the issued and outstanding common shares of Voyageur
(each, a “Voyageur Share”) on the basis of one (1) new Voyageur Share for every four (4) existing Voyageur Shares
outstanding (the “Consolidation”), and change its name to “Evolve Royalties Ltd.” or such other name as may be
agreed upon by the parties (the “Name Change”).
The Voyageur Shares have been halted for trading on the CSE and are expected to remain halted pending closing of
the Proposed Transaction.
Joseph de la Plante, Chief Executive Officer of Evolve, stated, "Today marks a significant milestone for Evolve as we
announce our reverse takeover transaction with Voyageur. Over the past year, we have built a copper -focused
royalty portfolio anchored by Highland Valley Copper and Copper Mountain, two of Canada’s larg est copper mines.
Through this transaction, we are adding exposure to McIlvenna Bay, which is expected to be Canada’s next major
copper producer, further strengthening our growth profile. With immediate cash flow, a clear path to meaningful
growth, and the benefits of a public listing, Evolve is well positioned to accelerate its acquisition strategy and deliver
long-term value for shareholders.
I would like to thank the Voyageur team, led by Robert Cudney and Fraser Laschinger, together with Northfield
Capital, for patiently building a high -quality royalty portfolio and for entrusting our team to carry our combined
business forward as we unlock the next phase of growth together."
Fraser Laschinger, President and C hief Executive Officer of Voyageur, stated, "This strategic business combination
marks a transformative event for Voyageur, creating a stronger, more diversified emerging leader in copper mining
royalties. Through this union , Evolve is poised to drive meaningful growth and deliver enhanced value to all
shareholders. This is a bold step forward, and we are excited about the opportunities that lie ahead for the combined
entity.”
TRANSACTION HIGHLIGHTS
• Leading Emerging Copper Royalty Platform – Portfolio anchored by royalties on two of Canada’s top three
copper mines, Highland Valley Copper and Copper Mountain, plus exposure to Canada’s next expected
major producer, McIlvenna Bay.
• Diversified and Scalable Portfolio – Exposure across multiple jurisdictions, operators, and development
stages, reducing concentration risk and positioning for future expansion.
• Enhanced Market Presence and Access to Capital – Greater access to the public markets, with improved
ability to raise growth capital and pursue accretive opportunities.
• Proven Leadership with Copper Focus – Led by a team with a strong track record of building premium
royalty businesses and maintaining clear alignment with the global copper demand driven by electrification
and the energy transition.
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% net profit interest on Teck Resource s 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.
THE PROPOSED TRANSACTION
Pursuant to the terms of the Definitive Agreement, Voyageur will acquire all of the issued and outstanding common
shares of Evolve pursuant to a statutory three-cornered amalgamation (the “Amalgamation”) under the Business
Corporations Act (British Columbia), whereby Evolve and 1553132 B.C. Ltd, a wholly-owned subsidiary of Voyageur
incorporated for the purpose of completing the Amalgamation, will amalgamate to form a newly amalgamated
company (“Amalco”). Under the Amalgamation, former shareholders of Evolve (“Evolve Shareholders”), other than
Evolve Shareholders who have validly exercised and have not withdrawn rights of dissent, will receive 0.285
Voyageur Shares (on a post-Consolidation basis) for each one (1) common share of Evolve (each, an “Evolve Share”)
held (pre-consolidation exchange ratio of 1.14) . The consideration implies a purchase price of C $0.80 per Evolve
Share, or gross consideration of approximately C $70.3 million, based on a price of the Voyageur Shares of $0.70,
which represents a 7% premium to Voyageur’s 35-day volume-weighted-average-price on the CSE as at August 25.
Upon completion of the Amalgamation, Amalco will become a wholly-owned subsidiary of the Resulting Issuer.
As of the date hereof, there are (i) 32,545,898 Voyageur Shares (on a pre-Consolidation basis) issued and
outstanding, and (ii) 87,837,181 Evolve Shares issued and outstanding . Excluding any Evolve Shares issuable upon
conversion of the Evolve subscription receipts as part of the Evolve Offering , u pon completion of the Proposed
Transaction, if any , the Resulting Issuer is expected to have approximately 33,170,070 common shares (each, a
“Resulting Issuer Share”) issued and outstanding , on an undiluted and post -consolidation basis, with (i)
approximately 24.5% of such Resulting Issuer Shares expected to be held by the current shareholders of Voyageur,
and (ii) approximately 75.5% of such Resulting Issuer Shares expected to be held by the former shareholders of
Evolve. Upon the completion of the Proposed Transaction, the outstanding stock options and common share
purchase warrants of Evolve will be exchanged (and adjusted to reflect the Consolidation and the exchange ratio)
for equivalent stock options and common warrants of the Resulting Issuer. In accordance with the rules and policies
of the CSE, Resulting Issuer Share s held by “principals” of the Resulting Issuer will be subject to such escrow
requirements as may be imposed by the CSE.
Upon completion of the Proposed Transaction , the Resulting Issuer will be the parent company and the sole
shareholder of Amalco and will indirectly carry on the current business of Evolve along with its existing business.
In connection with the Proposed Transaction, Evolve will seek the approval of its shareholders with respect to the
Amalgamation at a meeting of Evolve Shareholders. A management information circular providing further
information on the Amalgamation will be provided to the Evolve Shareholders in connection with the meeting.
Furthermore, Voyageur will seek shareholder approval for the Proposed Transaction , the Continuance, the Name
Change, the Consolidation, and the adoption of a new equity incentive plan. The Proposed Transaction will result in
a Fundamental Change (as defined in the policies of the CSE) and will require approval of at least a majority of
Voyageur’s shareholders.
The Proposed Transaction has been unanimously approved by the board of directors of Voyageur and Evolve, and
the board of directors of Evolve and Voyageur each recommend that its respective shareholders vote in favour of
the Proposed Transaction and related matters.
As part of the Proposed Transaction, Evolve may conduct a private placement of subscription receipts (the “Evolve
Offering”). The terms of the financing will be established based on prevailing market conditions.
VOTING AND SUPPORT AGREEMENTS
In support of the Proposed Transaction, all the directors and officers of Voyageur and its largest shareholder ,
representing approximately 56.3% of the outstanding Voyageur Shares have entered into voting support agreements
with Evolve in support of the Proposed Transaction . In addition, all of the directors and officers of Evolve , who
exercise voting control over 26.8% of the outstanding common shares of Evolve , have entered into voting support
agreements with Voyageur in support of the Proposed Transaction .
DIRECTORS AND EXECUTIVE OFFICERS
Upon completion of the Proposed Transaction, the directors , executive officers, and significant shareholders of the
Resulting Issuer are expected to be as follows:
Executive Officers:
Joseph de la Plante – Director, President & Chief Executive Officer
Mr. de la Plante is the co -founder, President and Chief Executive Officer of Evolve, and is also co-founder and
strategic advisor to Pecoy Copper Ltd. He was previously founder, Chief Investment Officer, and director of Nomad
Royalty Company, which was acquired by Sandstorm Gold in 2022. Earlier in his career, Mr. de la Plante was a key
architect in the establishment of Osisko Gold Royalties , where he led more than $1 billion in equity, royalty, and
streaming financings as Vice President of Corporate Development. He began his career in investment banking with
the BMO Global Metals and Mining Group before joining Osisko Mining Corporation, whe re he contributed to the
development, operation, and eventual $4.3 billion sale of the Canadian Malartic mine to Yamana Gold Inc. and
Agnico Eagle Mines Ltd. in 2014. Mr. de la Plante holds a Bachelor of Mechanical Engineering degree from McGill
University.
Annie Dutil – Chief Financial Officer
Annie Dutil is the Chief Financial Officer of Evolve as well as Chief Financial Officer of Pecoy Copper Ltd . Ms. Dutil is
a member of the Ordre des comptables professionnels agréés du Québec (Québec CPA Order) and was Vice President
and corporate controller at Nomad Royalty Company Ltd prior to her involvement with Evolve. Prior to joining
Nomad Royalty Company , she has held a number of positions at PricewaterhouseCoopers LLP, including a role as
director where she has led the Capital Markets and Accounting Advisory Services group in Montréal. In her current
and previous roles, she has assisted several companies in their capital markets activities, including initial public
offerings, financings, cross-border transactions and complex accounting and regulatory matters.
Vincent Cardin-Tremblay – Chief Operating Officer
Mr. Cardin-Tremblay is the co-founder and COO of Evolve as well as co-founder and Chief Geological Officer of Pecoy
Copper Ltd. He is an accomplished geologist who brings extensive national and international experience in
exploration and mine geology operating in the Americas and Africa. Mr. Cardin -Tremblay was Vice President,
Geology for Nomad Royalty Company. Prior to joining No mad Royalty Company, he was Vice President, Geological
Services at Harte Gold. He worked as director, Exploration and Geology at Golden Star Resources Inc. and Geology
Superintendent at the Rosebel mine in Suriname for IAMGOLD. Mr. Cardin -Tremblay also wor ked for Freeport -
McMoRan, and for Glencore at the Matagami and Raglan mines.
Vincent Metcalfe – Strategic Advisor & Director
Mr. Metcalfe is the co-founder and Chief Investment Officer of Evolve and is also co-founder, Chief Executive Officer
and Director of Pecoy Copper Ltd. Prior to his involvement with Evolve and Pecoy, he was one of the founders and
was the CEO and Chair of Nomad Royalty Company. Mr. Metcalfe previously held a number of officer and senior
executive roles with Toronto Stock Exchange and New York Stock Exchange listed resource companies within the
Osisko group of companies. As an executive, he helped several companies advance and develop mining projects. He
has extensive shareholder relations and proven experience in capital raising, mergers & acquisitions and financial
engineering. Prior to his exe cutive roles, he advised resource clients, in both mergers & acquisitions advisory and
financing at large Canadian investment banks for nearly 10 years.
Non-Executive Directors:
Fraser Laschinger – Director
Mr. Laschinger is the President and Chief Executive Officer of Voyageur. Prior to joining Voyageur, he was a co -
founder of Mineral Streams Inc., a private precious metals royalty company that was sold to AuRico Metals Inc. in
2015. For the past 15 years , Mr. Laschinger has served as a senior executive for a number of junior mining
companies. Previously, Mr. Laschinger worked in equity research for a Canadian investment dealer.
It is intended that the Resulting Issuer will also have two to three additional independent directors, to be named by
Evolve on or before the closing of the Proposed Transaction.
Additional Information
Additional information concerning the Proposed Transaction, Voyageur, Evolve, and the Resulting Issuer will be
provided in the filing statement (the “Filing Statement”) to be filed by Voyageur in connection with the Proposed
Transaction, which will be available in due course under Voyageur’s SEDAR+ profile at www.sedarplus.ca.
Readers are cautioned that, except as disclosed in the Filing Statement (or, in the management information circular
of Voyageur to be prepared and delivered by Voyageur in connection with the Proposed Transaction ), any
information released or received with respect to the Proposed Transaction may not be accurate or complete and
should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed
or at all.
Conditions Precedent
Completion of the Proposed Transaction is subject to a number of conditions, including, without limitation, receipt
of all necessary shareholder, third party and regulatory approvals and consents, the approval of the CSE and other
customary closing conditions for business combinations. Subject to the satisfaction (or, where permitted, waiver) of
such conditions, the closing of the Proposed Transaction is expected to occur in the fourth calendar quarter of 2025.
The Parties will issue a further news release announcing the financing terms and the closing of the Proposed
Transaction.
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, including: 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 Callinex 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.
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 statements 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 intended to identify forward -looking statements.
More particularly and without limitation, this news release contains forward -looking statements concerning the
Proposed Transaction , timing of the Proposed Transaction and ability t o complete the Proposed Transaction, the
Continuance, the Name Change, the Consolidation, the Evolve 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 parties,
including expectations and assumptions concerning (i) Voyageur, Evolve, the Resulting Issuer, and the Proposed
Transaction, (ii) the timely receipt of all required shareholder, court and regulatory approvals and consents (as
applicable), including the approval of the CSE, (iii) the terms and size of the Evolve Offering, and the closing of the
Evolve Offering, if any, and (iii) the satisfaction of other closing conditions in accordance with the terms of the
Definitive Agreement . 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 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 actua l 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 undertakes 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 Proposed Transaction is subject to a number of conditions, including but not limited to ,
disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Proposed Transaction 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 Proposed Transaction, any information released or received with respect to
the Proposed Transaction 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 Proposed Transaction 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.