TORONTO, Oct. 01, 2025 (GLOBE NEWSWIRE) -- 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 more 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 ...
