Announcement • Dec 16
Evolve Strategic Element Royalties Ltd. completed the acquisition of Voyageur Mineral Explorers Corp. (CNSX:VOY) from Northfield Capital Corporation (TSXV:NFD.A) and others.
Evolve Strategic Element Royalties Ltd. agreed to acquire Voyageur Mineral Explorers Corp. (CNSX:VOY) from Northfield Capital Corporation (TSXV:NFD.A) and others in a reverse merger transaction for CAD 84.1 million on August 26, 2025. The consideration consists of common equity of Evolve Strategic Element Royalties Ltd. at a ratio of 1.14 per common equity of Voyageur Mineral Explorers Corp. Under the Amalgamation, Evolve Shareholders, other than Evolve Shareholders who have validly exercised and have not withdrawn rights of dissent, will receive 0.285 Voyageur Shares (on a post-consolidation basis) for each one (1) common share of Evolve held (pre-consolidation exchange ratio of 1.14). The consideration implies a purchase price of CAD 0.80 per Evolve Share, or gross consideration of approximately CAD 70.3 million, Upon completion of the Proposed Transaction, (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. 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. Evolve intends to complete a private placement of subscription receipts for gross proceeds of approximately CAD 37.5 million. The net proceeds of the Evolve Offering shall be used to fund the Resulting Issuer’s new growth investments, as well as for working capital and general corporate purposes. On closing of the transaction Voyageur Mineral Explorers Corp. will change its name to Evolve Royalties Ltd. or such other name as may be agreed upon by the parties. If the Agreement is terminated, Evolve shall pay to Voyageur CAD 1 million.
Upon completion of the Proposed Transaction, the directors, executive officers, and significant shareholders of the Resulting Issuer are expected to be as follows: Joseph de la Plante as Director, President & Chief Executive Officer, Annie Dutil as Chief Financial Officer, Vincent Cardin-Tremblay as Chief Operating Officer, Vincent Metcalfe as Strategic Advisor & Director, and Fraser Laschinger as Director. 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.
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 transaction is approved by board of directors of Evolve Strategic Element Royalties Ltd. and Voyageur Mineral Explorers Corp, each recommend that its respective shareholders vote in favour of the Proposed Transaction and related matters. As of October 30, 2025, Voyageur and Evolve's shareholders approved the transaction. The completion of the Business Combination remains subject to the satisfaction of certain closing conditions, including CSE approval. As of December 10, 2025, Transaction received conditional approval from the Canadian Securities Exchange.
Sébastien Bellefleur and Jean-Philippe Côté of Fasken Martineau DuMoulin LLP acted as legal advisor for Evolve Strategic Element Royalties Ltd. Jay Goldman and Alex Pizale of Cassels Brock & Blackwell LLP acted as legal advisor for Voyageur Mineral Explorers Corp. TSX Trust Company acted as transfer agent for Voyageur Mineral Explorers Corp.
Evolve Strategic Element Royalties Ltd. completed the acquisition of Voyageur Mineral Explorers Corp. (CNSX:VOY) from Northfield Capital Corporation (TSXV:NFD.A) and others on December 15, 2025. Evolve’s common shares are expected to commence trading on the CSE on December 17, 2025 under the symbol “EVR”.
