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Evolve Royalties Ltd — Regulatory Filings 2026
May 22, 2026
46172_rns_2026-05-22_79e9dfa6-81fe-4921-91d4-8600f4c79914.pdf
Regulatory Filings
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Form 51-102F3
Material Change Report
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Name and Address of Company
Evolve Royalties Ltd. (“Evolve” or the “Company”)
550 Burrard Street, Suite 2900
Vancouver, British Columbia V6C 0A3 -
Date of Material Change
May 13, 2026 -
News Release
Evolve issued a press release with respect to the material change described below on May 13, 2026 via Access Newswire. A copy of the press release is also available under Evolve’s profile on SEDAR+ at www.sedarplus.ca. -
Summary of Material Change
On May 13, 2026, the Company completed its acquisition of a tin sliding-scale gross revenue contractual royalty (the “Uis Royalty”) from OMF Fund III (F) Ltd., an entity managed by Orion Resource Partners LP (“Orion”) on the producing Uis Tin-Tantalum Mine in Namibia, operated by Andrada Mining Ltd. The total consideration for the acquisition of the Uis Royalty was US$32.5 million, consisting of US$22.5 million in cash and the issuance of 4,199,830 common shares of Evolve having an aggregate value of US$10.0 million. -
Full Description of Material Change
5.1. Full Description of Material Change
On May 13, 2026, the Company completed its acquisition of the Uis Royalty from OMF Fund III (F) Ltd., an entity managed by Orion on the producing Uis Tin-Tantalum Mine in Namibia, operated by Andrada Mining Ltd. The total consideration for the acquisition of the Uis Royalty was US$32.5 million, consisting of US$22.5 million in cash and the issuance of 4,199,830 common shares of Evolve having an aggregate value of US$10.0 million.
The Uis Royalty provides Evolve with an immediate cash-flowing tin royalty on a producing, long-life mine. Based on current production levels, applicable royalty rate and LME tin prices of approximately US$45,000 per tonne, the Uis Royalty is expected to generate revenue between US$4.0 and US$4.5 million in 2026¹, providing a meaningful and stable cash flow contribution to Evolve’s portfolio.
5.2. Disclosure required for a “Restructuring Transaction”
Not applicable.
¹ This forward-looking statement constitutes “financial outlook” within the meaning of Canadian securities laws. The purpose of this financial outlook is to provide readers with an understanding of management’s expectations regarding the potential contribution of the Uis Royalty to its 2026 financial performance and may not be appropriate for other purposes. It is based on a number of assumptions, and actual results could vary materially as a result of a number of factors, including the risk factors referenced in this report. For more information, see the “Forward-Looking Statements” section below.
- Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
- Omitted Information
Not applicable.
- 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 [email protected].
- Date of Report
May 22, 2026.
Forward-Looking Statements
This report contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws, which may include, but are not limited to, management’s expectations regarding Evolve’s growth; revenues to be generated from the Uis Royalty in 2026; potential annual production, mineralization, mine life and expansion of the Uis mine; future tin supply and demand; as well as other statements with respect to future events or future performance. All statements in this report, other than statements of historical fact, that address events or developments that Evolve expects to occur, are forward-looking statements. Forward-looking statements are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Certain forward-looking statements may also constitute “financial outlook” within the meaning of applicable securities laws.
Forward-looking statements, including financial outlook, are based on Evolve’s assumptions and information available as of the date of this report. Although Evolve believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Evolve will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation (including changes in laws, regulations, taxation and permitting regimes, and potential restrictions on the repatriation of funds), delays in mine construction and operations and achievement of expansion milestones, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labour disputes or other unanticipated difficulties or interruptions in operations; risks relating to the calculation, timing and receipt of royalty payments and the performance by counterparties of their obligations under the Uis Royalty; problems inherent to the marketability of copper, lithium, tin and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such
operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Evolve; changes in accounting policies, impact of inflation, global liquidity and credit availability, stock market volatility; regulatory restrictions; liability, competition, loss of key employees, political risks, access to capital, and other related risks and uncertainties, including those discussed in the section entitled “Risk Factors” of the Company’s management’s discussion and analysis for the year ended December 31, 2025 as well as other materials available on the Company’s profile on SEDAR+ at www.sedarplus.ca.
Forward-looking statements and financial outlook in this report are qualified by the foregoing cautionary statements and are made only as of the date hereof. Evolve expressly disclaims any obligation to update or revise any forward-looking statements or financial outlook or the assumptions or factors underlying them, whether as a result of new information, future events or otherwise, other than as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements and financial outlook.