Evolve Royalties Ltd — Capital/Financing Update 2025

Dec 23, 2025

NOTICE OF CHANGE IN CORPORATE STRUCTURE
PURSUANT TO SECTION 4.9 OF NATIONAL INSTRUMENT 51-102 CONTINUOUS
DISCLOSURE OBLIGATIONS

EVOLVE ROYALTIES LTD.

Item 1 Name of the parties to the transaction

1. Evolve Royalties Ltd. (formerly Voyageur Mineral Explorers Corp.), as the reverse takeover acquire (the "Issuer");
2. Evolve Strategic Element Royalties Ltd., as the reverse takeover acquirer ("ESER"); and
3. 1553132 B.C. Ltd ("Voyageur Subco").

Item 2 Description of the transaction

On December 15, 2025, the Issuer completed its previously announced business combination ("Business Combination") with ESER which resulted in the reverse take-over of the Issuer by ESER and its securityholders. The Business Combination was structured as a “three-cornered” amalgamation of ESER and Voyageur Subco, a wholly-owned subsidiary of the Issuer, which resulted in the Issuer acquiring all of the securities of ESER (the “Amalgamation”).

As part of the closing of the Business Combination, the Issuer took certain steps prior to the Amalgamation, including, among other things: (i) completing a consolidation of its shares on a 4 to 1 basis (the "Consolidation"), (ii) changing its corporate name from "Voyageur Mineral Explorers Corp." to "Evolve Royalties Ltd" (the "Name Change"), and (iii) being continued under the Canada Business Corporations Act (the "Continuation").

As part of the closing of the Business Combination, holders of ESER common shares and ESER subscription receipts received 0.285 common shares of the Issuer for each ESER common shares and ESER subscription receipt held, respectively.

Following the closing of the Business Combination, the Issuer's common shares were listed for trading on the Canadian Securities Exchange under the symbol "EVR" on December 17, 2025 and had 46,529,423 common shares issued and outstanding.

For the jurisdictions of Canada where the Issuer is a reporting issuer, the Business Combination constitutes "reverse takeover" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102")).

Additional information is available in the material change report of the Issuer dated December 23, 2025, the listing statement of the Issuer dated December 11, 2025 and the management information circular of the Issuer dated September 29,

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2025, which have been filed on December 23 and 11, 2025, and October 8, 2025, respectively, on the Issuer's profile at www.sedarplus.ca.

Item 3 Effective date of transaction

December 4, 2025 (effective date of the Name Change and Consolidation)
December 11, 2025 (effective date of the Continuation), and December 15, 2025 (completion date of the Business Combination and Amalgamation).

Item 4 Names of each party, if any, that ceased to be an issuer subsequent to the transaction and of each continuing entity

The Issuer continues to be a reporting issuer in British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario and Saskatchewan.

Item 5 Date of the Issuer's first financial year-end subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

The year-end of ESER before the Transaction was December 31 so that the financial statements of Issuer for accounting purposes will be those of ESER. The financial year-end of the Issuer following the closing of the Business Combination is December 31, 2025.

Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the Issuer's first financial year subsequent to the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

The Issuer will file audited annual consolidated financial statements of Voyageur Mineral Explorers Corp. for the year ended November 30, 2025, with comparative information for the year ended November 30, 2024.

The Issuer will file audited annual consolidated financial statements for the year ended December 31, 2025 with comparative information for the year ended December 31, 2024, and unaudited condensed interim consolidated financial statements for the periods ending March 31, 2026, June 30, 2026, and September 30, 2026, together with the comparative periods.

Item 7 Documents filed under NI 51-102 that described the transaction (if paragraph (a) or (b)(ii) of Section 4.9 of NI 51-102 applies)

The Amalgamation and Business Combination are described in the material change report of the Issuer dated December 23, 2025, the listing statement of Issuer dated December 11, 2025 and the business combination agreement dated August 26, 2025, copies of which are available under the Issuer's profile on SEDAR+ at www.sedarplus.ca.

The Consolidation, Continuation and Name Change are described in a management information circular of the Issuer dated September 29, 2025, a copy of which is available under the Issuer's profile on SEDAR+ at www.sedarplus.ca.

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Dated: December 23, 2025

EVOLVE ROYALTIES LTD.

Per: (s) Joseph de la Plante
Name: Joseph de la Plante
Title: President and Chief Executive Officer