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TORONTO, Dec. 15, 2025 (GLOBE NEWSWIRE) — Northfield Capital Corporation (TSX-V: NFD.A) (the “Company” or “Northfield”) announces that, as disclosed by Evolve Royalties Ltd. (“Evolve Royalties”) in its press release dated December 15, 2025, Evolve Royalties (previously Voyageur Mineral Explorers Corp. (“Voyageur”)) has completed its previously-announced business combination (“Business Combination”) with Evolve Strategic Element Royalties Ltd. (“Evolve Strategic”) and has listed its shares on the Canadian Securities Exchange (“CSE”). Trading of Evolve Royalties shares on the CSE is expected to begin on or about December 17, 2025, under the symbol “EVR”.
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In connection with the Business Combination, and as previously announced, Voyageur completed a four-to-one share consolidation, changed its name to “Evolve Royalties Ltd.” and continued under the Canada Business Corporations Act. Northfield and its joint actors did not acquire or dispose of any securities of Evolve Royalties in connection with the Business Combination.
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Early Warning Disclosure
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Immediately prior to completion of the Business Combination, Northfield, together with its joint actors, Mr. Robert Cudney and Cudney Stables Inc. (“Cudney Stables”), owned and controlled an aggregate of 4,216,275 common shares of Evolve Royalties (“Evolve Royalties Shares”), comprised of 4,047,250 Evolve Royalties Shares held directly by Northfield, 167,775 Evolve Royalties Shares held by Mr. Cudney, and 1,250 Evolve Royalties Shares held by Cudney Stables. In addition, Mr. Cudney owned and controlled 100,000 convertible securities exercisable or exchangeable for 100,000 Evolve Royalties Shares. Collectively, these holdings represented approximately 51.8% of the issued and outstanding Evolve Royalties Shares as of December 15, 2025 (or approximately 52.4% on a partially diluted basis, assuming the exercise of the 100,000 convertible securities only).
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Upon completion of the Business Combination, Northfield, together with its joint actors, Mr. Cudney and Cudney Stables, owned and controlled an aggregate of 4,216,275 Evolve Royalties Shares, consisting of 4,047,250 Evolve Royalties Shares held directly by Northfield, 167,775 Evolve Royalties Shares held by Mr. Cudney, and 1,250 Evolve Royalties Shares held by Cudney Stables. In addition, Mr. Cudney, owned and controlled 100,000 convertible securities exercisable or exchangeable for 100,000 Evolve Royalties Shares. Collectively, these holdings represented approximately 9.1% of the issued and outstanding Evolve Royalties Shares as of December 15, 2025 (or approximately 9.3% on a partially diluted basis, assuming the exercise of the 100,000 convertible securities only).
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Northfield and each of its joint actors entered into voting support agreements with Evolve Strategic, pursuant to which Northfield, Mr. Cudney and Cudney Stables each agreed, among other things, to vote in favour of and support the Business Combination and related matters at the meeting of the Evolve Royalties’ shareholders. Evolve Royalties obtained shareholder approval for the Business Combination in accordance with CSE policies by way of written consent of Northfield and each of its joint actors.
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