Evolve Royalties Ltd — M&A Activity 2025

Dec 23, 2025

Form 51-102F3
Material Change Report

1. Name and Address of Company
   Evolve Royalties Ltd. (formerly Voyageur Mineral Explorers Corp.) (“Evolve” or the “Company”)
   550 Burrard Street, Suite 2900
   Vancouver, British Columbia V6C 0A3

2. Date of Material Change
   December 15, 2025

3. News Release
   Evolve issued a press release with respect to the material change described below on December 15, 2025 via GlobeNewswire.

4. Summary of Material Change
   On December 15, 2025, the Company completed its previously announced business combination (“Business Combination”) with Evolve Strategic Element Royalties Ltd. (“ESER”) by way of a “three-cornered” amalgamation of ESER and 1553132 B.C. Ltd. (“Voyageur Subco”), a wholly-owned subsidiary of the Company, pursuant to the Business Corporations Act (British Columbia), which resulted in the Company acquiring all of the securities of ESER.

As part of the Business Combination, the Company also (i) completed a consolidation of its shares on a 4 to 1 basis, (ii) changed its corporate name from “Voyageur Mineral Explorers Corp.” to “Evolve Royalties Ltd.” and (iii) was continued under the Canada Business Corporations Act.

In connection with the Business Combination, the Company also reconstituted its board of directors and appointed new officers.

1. Full Description of Material Change

5.1. Full Description of Material Change
On December 15, 2025, the Company completed its Business Combination with ESER by way of a “three-cornered” amalgamation of ESER and Voyageur Subco, pursuant to the Business Corporations Act (British Columbia) (the “Amalgamation”) and in accordance with the terms of the business combination agreement entered into on August 26, 2025 with ESER and Voyageur Subco (the “Business Combination Agreement”).

In accordance with the terms of the Business Combination Agreement, the Business Combination was effected by ESER as a reverse takeover of the Company, pursuant to which, among other things, all of the shareholders of ESER exchanged their shares of ESER (“ESER Shares”) for common shares of the Company (“Evolve Shares”) on the basis of an exchange ratio of 0.285 Evolve Share for each ESER Share held by such shareholders, thus resulting in the Company acquiring all of the ESER Shares.

Following the closing of the Business Combination, the Evolve Shares were listed for trading on the Canadian Securities Exchange under the symbol “EVR” on December 17, 2025. Immediately after closing, the Company had 46,529,423 Evolve Shares issued and outstanding.

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As part of the closing of the Business Combination, the Company 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 “Continuance”). Copies of the certificate and articles of amendment evidencing the Consolidation and Name Change, as well as copies of the Certificate of Approval to Continue to Another Jurisdiction and a Certificate of Continuance evidencing the Continuance, are available on SEDAR+ at www.sedarplus.ca on the Company’s profile.

Shareholders of the Company had approved the Consolidation, the Name Change and Continuance and related matters at the annual and special meeting held on October 30, 2025 and shareholders of the Company representing a majority of the votes attached to the common shares of the Company prior to closing approved the Business Combination by delivering a written consent.

Further details regarding the Business Combination, including other steps taken in connection therewith, are set out in the Business Combination Agreement, in the Company’s management information circular dated September 29, 2025 and in the Company’s listing statement dated December 11, 2025 which are available on SEDAR+ at www.sedarplus.ca on the Company’s profile.

Effective upon closing of the Business Combination, the board of directors of the Corporation was reconstituted to consist of: Joseph de la Plante, Vincent Metcalfe, Fraser J. Laschinger, Elif Lévesque and Mathieu Gignac. Joseph de la Plante is the President and Chief Executive Officer, Annie Dutil is the Chief Financial Officer and Corporate Secretary, and Vincent Cardin-Tremblay is the Chief Operating Officer.

5.2. Disclosure required for a “Restructuring Transaction”

The Company’s listing statement dated December 11, 2025, filed under the Company’s profile on SEDAR+ at www.sedarplus.ca, is incorporated by reference in respect of the information required to be disclosed by item 5.2 of Form 51-102F3 – Material Change Report.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

The executive officer who can answer questions regarding this report is Mr. Joseph de la Plante, President and Chief Executive Officer of Evolve. Mr. de la Plante can be reached at (514) 546-1070 or jdelaplante@evolveroyalties.com.

1. Date of Report

December 23, 2025.