Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Ltd. Enter into Definitive Agreement to Complete Reverse Take-Over
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TORONTO, Aug. 27, 2025 (GLOBE NEWSWIRE) -- 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 largest 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 Chief 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 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.
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 ...
