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TORONTO, Oct. 30, 2025 (GLOBE NEWSWIRE) — Voyageur Mineral Explorers Corp. (“Traveler(CSE: VOY) and Evolve Strategic Element Royalties Ltd. (“Evolve“) are pleased to announce the positive voting result of its shareholders at a special meeting (“Meeting travelers“) of Voyageur shareholders (“Traveler Shareholders“) and at the annual general and extraordinary meeting (“Develop the meeting“) Evolve shareholders (“Develop shareholders“), both taking place today in connection with the previously announced business combination (“Business combination“) by means of a “triangular” merger (“triangular”Association” among Voyageur, Evolve and 1553132 BC Ltd., a wholly owned subsidiary of Voyageur (“Subko Traveler“).
At the Voyageur meeting, (i) 99.978% of the votes cast by Voyageur stockholders voted in favor of a special resolution authorizing and approving the consolidation of the issued and outstanding shares of Voyageur common stock on the basis of one new share of common stock for every four existing and outstanding shares of common stock; (ii) 100.00% of the votes cast by Voyageur's shareholders voted in favor of a special resolution authorizing the amendment of Voyageur's articles of association to change its name to “Evolve Royalties Ltd”. and its French version “Redevances Evolve Ltée” (or such other name as Voyageur may decide in its sole discretion and which may be acceptable to the relevant regulatory authorities), to take effect upon completion of the Merger; and (iii) 99.62% of the votes cast by Voyageur shareholders voted in favor of a special resolution approving Voyageur's withdrawal from Manitoba jurisdiction in accordance with Corporations Law (Manitoba) and into the jurisdiction of Canada in accordance with Canada Business Corporations Act and the repeal and replacement of Voyageur's articles of association and by-laws in connection therewith with continuation agreements and new by-laws, respectively, which will become effective upon completion of the Merger.
Voyageur intends to obtain approval of the Business Combination in accordance with the requirements of the Canadian Securities Exchange (“CSE“) with the written consent of the majority shareholder.
At the Evolve meeting, 100.00% of the votes cast by Evolve stockholders voted in favor of a special resolution approving the merger of Evolve and Voyageur Subco pursuant to a business combination agreement dated August 26, 2025 between Voyageur, Voyageur Subco and Evolve.
Completion of the Business Combination remains subject to the satisfaction of certain closing conditions, including the approval of the CSE.
ABOUT Traveler Mineral Explorers Corp.
Voyageur is a Canadian junior mineral exploration company focused on mineral deposits in northwestern Manitoba and northeastern Saskatchewan, Canada. Voyageur owns a valuable royalty package in the prolific Flin Flon greenstone belt, including: a net tonnage royalty for a portion of Foran Mining Corporation's McIlvenna Bay project, including the McIlvenna Bay deposit and the Tesla zone; NSR at Foran Mining Corporation's Bigstone Mine; and NSR for a portion of Callinex Mines Inc.'s Pine Bay Project, including the Rainbow deposit.
ABOUT Evolve Strategic Element Royalties LLC
Evolve is a private company operating under Business Corporation Law (British Columbia) and is a strategic metals royalty company that aims to be one of the first to apply the royalty and data streaming model to the next generation of strategic mines, aiming to proactively secure premium assets and drive value in the low-carbon and digital economy.
Evolve's royalty portfolio consists of:
- a 0.51% net profit percentage from Teck Resources Limited's Highland Valley Copper Operation project in British Columbia.
- net profit of the metallurgical plant in the amount of 5% (“SMP“) copper royalty and a 2.5% NSR royalty on all other metals recovered from claims forming part of Hudbay Minerals Inc.'s Copper Mountain Mine. in British Columbia.
- NSR 2% royalty for the Sal de Los Angeles lithium brine project in Argentina.
- Various royalties at the exploration stage and rights to pay for production.
For more information contact:
| Fraser Laschinger President and CEO Voyageur Mineral Explorers Corporation Tel: (416) 628-5910 |
Joseph de la Plante President and CEO Evolve Strategic Element Royalties Ltd. Tel: (514) 546-1070 |
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively: “forward-looking statements“”) within the meaning of applicable securities laws. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “expect”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions that are intended to identify forward-looking statements. In particular, and without limitation, this press release contains forward-looking statements regarding the Business. Forward-looking statements are inherently uncertain and actual results 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 regarding (i) Voyageur, Evolve, the name change and continuation of Voyageur, the Merger and the Business Combination, (ii) the timely receipt of all necessary regulatory approvals and approvals (as applicable), including CSE approval, and (iii) satisfaction of other closing conditions under the terms of the combination agreement. business to carry out the transactions described herein. Readers are cautioned that the assumptions used in preparing any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those projected as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the parties. which were considered reasonable by the 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 press release are made as of the date of this press release and are expressly qualified by the preceding cautionary statement. Except as expressly required by securities laws, neither Voyageur nor Evolve undertakes any obligation to publicly update or revise any of the forward-looking statements included herein, whether as a result of new information, future events or otherwise.
Investors are cautioned that any information published or received in connection with the Business Combination may not be accurate or complete and should not be relied upon except as disclosed in Voyageur's information circular or listing statement to be prepared in connection with the Business Combination. Trading in Voyageur securities should be considered highly speculative.
The CSE has not made a decision on the merits of the business combination and has not approved or disapproved of the contents of this press release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in the United States or any other jurisdiction, nor is there any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933 or any state securities laws and accordingly may not be offered or sold in the United States except in accordance with the registration requirements of the United States Securities Act of 1933 and applicable state securities regulations or pursuant to an exemption therefrom.
