Financial statements
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Evolve Royalties Ltd. Condensed interim consolidated financial statements for the three and six months ended June 30, 2026 and 2025 (unaudited) (Expressed in Canadian dollars)
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Evolve Royalties Ltd. Consolidated Statements of Financial Position (unaudited) (Expressed in Canadian dollars) 1 June 30, 2026 December 31, 2025 $ $ Assets Current assets Cash and cash equivalents (Note 4) 6,395,637 37,300,539 Amounts receivable 128,310 218,283 Investment in shares (Note 5) 399,713 1,223,908 Other assets 344,902 8,670 Total current assets 7,268,562 38,751,400 Non-current assets Investment in convertible debentures (Note 6) 4,450,260 1,757,560 Royalty and other interests (Note 7) 93,279,164 49,125,664 Total non-current assets 97,729,424 50,883,224 Total assets 104,997,986 89,634,624 Liabilities Current liabilities Accounts payable and accrued liabilities 1,017,393 1,595,954 Total current liabilities 1,017,393 1,595,954 Total liabilities 1,017,393 1,595,954 Shareholders’ equity Common shares 103,660,695 89,094,470 Warrants 196,600 196,600 Contributed surplus 1,219,218 1,100,627 Deficit (1,095,920) (2,353,027) Total shareholders’ equity 103,980,593 88,038,670 Total liabilities and shareholders’ equity 104,997,986 89,634,624 Subsequent events (Note 12) The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements. Approved on behalf of the Board (signed) Joseph de la Plante, Director (signed) Elif Lévesque, Director
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Evolve Royalties Ltd. Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited) (Expressed in Canadian dollars, except number of shares) 2 Three months ended Six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 $ $ $ $ Revenue from royalty and other interests (Note 10) 2,653,369 482,957 2,700,509 482,957 Total revenue 2,653,369 482,957 2,700,509 482,957 Depletion of royalty and other interests (Note 7) (1,183,555) (308,819) (1,199,213) (308,819) Gross profit 1,469,814 174,138 1,501,296 174,138 Other operating expenses General and administrative expenses (671,601) (294,266) (1,219,712) (539,671) Share-based compensation (Note 8) (309,742) (78,146) (408,784) (157,036) Total other operating expenses (981,343) (372,412) (1,628,496) (696,707) Other income (expenses) Finance costs — (37,831) — (125,137) Finance income and interest revenue 230,002 27,897 515,180 53,881 Change in fair value of investments (Note 5) 37,360 — 496,827 — Foreign exchange (loss) gain (388,099) — 249,800 — Other income 122,500 — 122,500 — Total other income (expense) 1,763 (9,934) 1,384,307 (71,256) Income (loss) before income taxes 490,234 (208,208) 1,257,107 (593,825) Income tax recovery (expense) — — — — Net income (loss) and comprehensive income (loss) 490,234 (208,208) 1,257,107 (593,825) Net income (loss) per share – Basic 0.01 (0.01) 0.03 (0.02) – Diluted 0.01 (0.01) 0.02 (0.02) Weighted average number of shares outstanding – Basic 49,055,774 24,902,119 47,936,348 24,898,319 – Diluted 52,424,063 24,902,119 51,375,796 24,898,319 The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.
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Evolve Royalties Ltd. Consolidated Statements of Cash Flows (unaudited) (Expressed in Canadian dollars) 3 Six months ended June 30, 2026 Six months ended June 30, 2025 $ $ Operating activities Net income (loss) 1,257,107 (593,825) Items not affecting cash and cash equivalents: Depletion of royalty and other interests (Note 7) 1,199,213 308,819 Share-based compensation (Note 8) 408,784 157,036 Amortization of deferred financing fees — 125,137 Finance income (Note 6) (140,247) — Change in fair value of investments (Note 5) (496,827) — Foreign exchange gain (249,519) — Other income (112,500) — Changes in other assets and liabilities Amounts receivable 89,973 (162,984) Other assets (183,281) (11,478) Accounts payable and accrued liabilities (688,722) 641,369 Net cash provided by operating activities 1,083,981 464,074 Investing activities Purchase of convertible debentures (Note 6) (2,379,650) — Proceeds from disposal of investment in shares (Note 5) 1,433,522 — Purchase of royalty and other interests (Note 7) (30,854,561) (1,000,000) Net cash used in investing activities (31,800,689) (1,000,000) Financing activities Share issuance costs (219,522) (284,666) Proceeds from exercise of share options 63,500 — Withholding taxes on settlement of DSUs (108,888) — Net cash used in financing activities (264,910) (284,666) Net decrease in cash and cash equivalents before impact of exchange rate (30,981,618) (820,592) Effects of exchange rate changes on cash and cash equivalents 76,716 — Net decrease in cash and cash equivalents (30,904,902) (820,592) Cash and cash equivalents – Beginning of period 37,300,539 4,325,338 Cash and cash equivalents – End of period 6,395,637 3,504,746 Additional cash flows information (Note 9) The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.
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Evolve Royalties Ltd. Consolidated Statements of Changes in Equity (unaudited) (Expressed in Canadian dollars) 4 Number of common shares Common shares Warrants Contributed surplus Deficit Total $ $ $ $ $ Balance as at January 1, 2025 24,894,47 30,890,892 — 37,688 (834,178) 30,094,402 Net loss and comprehensive loss — — — — (593,825) (593,825) Issuance of common shares: - Settlement of debts 139,106 341,663 — — — 341,663 Issuance of warrants: - Acquisition of royalty interests — — 196,600 — — 196,600 Share-based compensation (Note 8) — — — 157,036 — 157,036 Balance as at June 30, 2025 25,033,582 31,232,555 196,600 194,724 (1,428,003) 30,195,876 Balance as at January 1, 2026 46,666,92 89,094,47 196,600 1,100,627 (2,353,027) 88,038,670 Net income and comprehensive income — — — — 1,257,107 1,257,107 Issuance of common shares: - Acquisition of royalty interests 4,199,830 14,321,420 — — — 14,321,420 - Exercise of share options (Note 8) 37,500 107,818 — (44,318) — 63,500 - Settlement of DSUs (Note 8) 48,750 136,987 — (245,875) — (108,888) Share-based compensation (Note 8) — — — 408,784 — 408,784 Balance as at June 30, 2026 50,953,003 103,660,695 196,600 1,219,218 (1,095,920) 103,980,59 The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 5 Note 1 – Description of Business and Nature of Operations Evolve Royalties Ltd. (the “Company” or “Evolve”) is a copper-focused royalty company engaged in the acquisition and management of royalty and other similar interests on mining projects or operating mines. The Company was incorporated on March 27, 1973 under The Corporations Act (Manitoba) and was continued under the provisions of the Canada Business Corporations Act on December 11, 2025. On December 15, 2025, the Company completed a reverse takeover transaction with Evolve Strategic Element Royalties Ltd. (“ESER”), pursuant to which ESER was deemed to have acquired control of the Company (the “RTO”). Following the RTO, the Company remained listed on the Canadian Securities Exchange (“CSE”) under the symbol “EVR” . The Company's head and registered office is located at 2900 – 550 Burrard Street, Vancouver, British Columbia, Canada V6C 0A3. Note 2 – Basis of Presentation and Statement of Compliance These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards") applicable to the preparation of interim financial statements under IAS 34 Interim Financial Reporting. Accordingly, certain disclosures included in the annual consolidated financial statements prepared in accordance with the IFRS Accounting Standards have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024. The accounting policies, methods of computation and presentation used in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year except for the new material accounting policies described in Note 3. The unaudited condensed interim consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed interim consolidated financial statements were authorized for issue by the Board of Directors of the Company on August 13, 2026. Note 3 – Material Accounting Policy Information Amendments – IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosure On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to: • clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; • clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion; • add new disclosures for certain instruments with contractual terms that can change cash flows; and • update disclosures for equity instruments designated at fair value through other comprehensive income. These amendments are effective for periods beginning on January 1, 2026 and are applied retrospectively in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, with no restatement
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 6 of comparatives per the initial transition requirements of these amendments. The Company has not elected the optional exception to derecognize financial liabilities settled through an electronic payment system prior to the settlement date. The Company's existing accounting policy is to derecognize financial liabilities when settlement is confirmed at the bank, which is consistent with the settlement-date derecognition requirements clarified by these amendments. The adoption of these amendments had no material impact on the Company's unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2026. Critical accounting estimates and significant judgements The preparation of these unaudited condensed interim consolidated financial statements in conformity with IFRS Accounting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The critical accounting estimates and significant judgements applied by management in the preparation of these condensed interim consolidated financial statements are consistent with those described in Note 5 to the Company's audited consolidated financial statements for the years ended December 31, 2025 and 2024. Note 4 – Cash and cash equivalents As at June 30, 2026, the consolidated cash position included US$1,162,485 ($1,651,892) held in U.S. dollars (December 31, 2025 – nil U.S. dollar balance). As at June 30, 2026, cash equivalents are comprised of $1,500,000 held in prime-linked cashable guaranteed investment certificates ("GIC") bearing interest at 2.45% with maturity dates on July 9, 2026. As at December 31, 2025, cash equivalents were comprised of $31,500,000 held in prime-linked cashable GICs bearing interest at 2.45% with maturity dates between July 9, 2026 and December 24, 2026. Note 5 – Investment in shares The following table summarizes the movement in the Company's investment in shares: Six months ended June 30, 2026 Year ended December 31, 2025 $ $ Balance – Beginning of period 1,223,908 — Deemed acquisition as part of the RTO — 1,066,032 Acquisition (1) 112,500 — Change in fair value 496,827 157,876 Disposal of investment in shares (2) (1,433,522) — Balance – End of period 399,713 1,223,908 (1) On April 17, 2026, the Company received 500,000 common shares of Boreal Gold Inc. (“Boreal”) as per the terms of the option agreement with Boreal on the North Star project in Manitoba. (2) On February 20, 2026, the Company completed the disposition of all of its common shares in Foran Mining Corporation for proceeds of $1,433,522.
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 7 Note 6 – Investment in convertible debentures On February 20, 2026, the Company completed the purchase of a second tranche of convertible debentures of Global Battery Material Corp. (“GBM”) bearing interest at an annual rate of 8.0% and maturing on February 21, 2029, for an aggregate principal amount of US$1,750,000 ($2,379,650). The unsecured debentures and the accrued and unpaid interest shall automatically convert into common shares of GBM upon the completion of a liquidity event. The conversion price shall be equal to the lesser of (i) a price that is a 30% discount to the price of the liquidity event and (ii) the price determined based on a pre-money value for GBM of US$100,000,000. The following table summarizes the Company's investment in convertible debentures: Six months ended June 30, 2026 Year ended December 31, 2025 $ $ Balance – Beginning of period 1,757,560 — Purchase of convertible debentures 2,379,650 1,728,625 Interest capitalized 140,247 44,310 Foreign exchange revaluation impact 172,803 (15,375) Balance – End of period 4,450,260 1,757,560 As at June 30, 2026, management assessed the fair value of the convertible debentures using valuation techniques that incorporate both the debt host and the embedded conversion feature. In determining fair value, the Company considered recent transactions in identical or similar instruments issued by GBM. Management has assessed the fair value of the convertible debentures to be equivalent to their carrying value in the absence of significant changes in market conditions, credit risk or the underlying equity of GBM given the uncertainty related to the liquidity event and the limited period between the purchase of the second tranche of convertible debentures and the reporting date.
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 8 Note 7 – Royalty and other interests The following table summarizes the carrying values of the Company’s royalty and other interests: Costs Accumulated depletion Carrying amount Balance Dec. 31, 2025 Additions Balance June 30, 2026 Balance Dec. 31, 2025 Depletion Balance June 30, 2026 Balance June 30, 2026 Balance Dec. 31, 2025 $ $ $ $ $ $ $ $ Producing and development interests HVC NPI 20,617,391 — 20,617,391 (1,148,101) (221,183) (1,369,284) 19,248,107 19,469,290 Copper Mountain NSR Royalty 274,568 — 274,568 — — — 274,568 274,568 Uis Royalty — 45,352,713 45,352,713 — (970,607) (970,607) 44,382,106 — McIlvenna Bay Royalty 22,883,318 — 22,883,318 — — — 22,883,318 22,883,318 Exploration and evaluation interests LAA NSR Royalty 6,237,638 — 6,237,638 — — — 6,237,638 6,237,638 Scott Lake Production Payment 137,848 — 137,848 (14,845) (7,423) (22,268) 115,580 123,003 Obalski NSR Royalty 137,847 — 137,847 — — — 137,847 137,847 50,288,610 45,352,713 95,641,323 (1,162,946) (1,199,213) (2,362,159) 93,279,164 49,125,664
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 9 Acquisition of the Uis Royalty On May 13, 2026, the Company completed the 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 revenue from the producing Uis tin-tantalum mine in Namibia, operated by Andrada Mining Ltd. The purchase consideration consisted of the issuance of 4,199,830 common shares of the Company and a cash payment of US$22,500,000 ($30,831,750). The fair value of the common shares issued was determined to be $14,321,420, based on the Company’s closing share price of $3.41 on May 13, 2026. The acquisition of the Uis Royalty has been recorded as an acquisition of asset as the acquired asset does not constitute a business under IFRS 3 Business Combinations. The Uis Royalty was recognized at the fair value of the considerations transferred and allocated entirely to the royalty interest acquired as follows: Consideration paid: $ Cash 30,831,750 4,199,830 common shares issued to Orion 14,321,420 Evolve’s transaction costs 199,543 45,352,713 Asset acquired: Uis Royalty 45,352,713 45,352,713 Note 8 – Share-based compensation Share options The following table summarizes information about the movement of the share options outstanding: Number of share options Weighted average exercise price $ Outstanding – January 1, 2025 171,000 0.89 Options deemed issued upon the RTO 375,000 1.70 Granted 456,000 2.45 Exercised (87,500) 1.60 Outstanding – December 31, 2025 914,500 1.93 Granted 1,310,000 3.21 Exercised (37,500) 1.69 Outstanding – June 30, 2026 2,187,000 2.70 Exercisable – June 30, 2026 516,000 1.76
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 10 Exercise price Number of options outstanding Number of options exercisable Expiry date Remaining contractual life $0.56 57,000 38,000 January 15, 2029 2.6 years $1.05 114,000 76,000 February 1, 2029 2.6 years $1.60 125,000 125,000 November 16, 2027 1.4 years $1.88 125,000 125,000 October 20, 2026 0.3 years $2.45 456,000 152,000 January 1, 2030 3.5 years $3.21 1,310,000 — March 10, 2031 4.7 years 2,187,000 516,000 3.8 years The Company expenses the fair value of the share options that are expected to vest, over the vesting period, using the Black-Scholes option pricing model to estimate the fair value at the date of grant. The model requires the use of subjective assumptions, including expected share price volatility. Expected volatility is determined by benchmarking comparable situations for companies that are similar to the Company. The weighted average fair value of share options granted and principal assumptions used in applying the Black-Scholes option pricing model are as follows: For the six months ended June 30, 2026 Black-Scholes weighted average assumptions Grant date share price $3.21 Exercise price $3.21 Expected volatility 45.0% Expected dividend yield 0.0% Risk-free interest rate 2.8% Expected option life, in years 5.0 Weighted average fair value Weighted average fair value per share option granted $1.38 The fair value of the share options is recognized as compensation expense over the vesting period (1/3 per year over a three-year period for the options granted). For the three and six months ended June 30, 2026, the total share-based compensation related to share options amounted to $309,742 and $408,784, respectively (2025 – $78,146 and $157,036, respectively).
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 11 Deferred share units and restricted share units The following table summarizes information about the movement of the RSUs and DSUs outstanding: Number of RSUs Number of DSUs Weighted average intrinsic value $ Outstanding – January 1, 2025 — — — Units deemed issued upon the RTO 25,000 175,000 2.81 Settled (25,000) (25,000) 2.81 Outstanding – December 31, 2025 — 150,000 2.81 Settled — (87,500) 2.81 Outstanding – June 30, 2026 — 62,500 2.81 Vested – June 30, 2026 — 62,500 2.81 Note 9 – Additional cash flows information The following table summarizes the Company's additional cash flows information: Six months ended June 30, 2026 Six months ended June 30, 2025 $ $ Payment of share issuance costs previously included in accounts payable and accrued liabilities 219,522 284,666 Transaction costs incurred in connection with the purchase of royalty and other interests and included in accounts payable and accrued liabilities 176,732 11,554 Note 10 – Segment disclosure The chief operating decision-maker organizes and manages the business under a single operating segment, consisting of acquiring and managing royalty and other interests. All of the Company’s assets and revenues are attributable to this single operating segment. Geographic revenues Geographic revenues generated from royalties and other interests are determined by the location of the mining operations giving rise to the royalty or other interests. The following table summarizes the Company's revenue earned from the following jurisdictions: Six months ended June 30, 2026 Six months ended June 30, 2025 $ $ Canada 1,224,901 482,957 Namibia 1,475,608 — 2,700,509 482,957
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Evolve Royalties Ltd. Notes to the Condensed Interim Consolidated Financial Statements (unaudited) For the three and six months ended June 30, 2026 and 2025 (Expressed in Canadian dollars, except number of shares and as otherwise noted) 12 Note 11 – Financial instruments The Company's classification of its financial instruments and the methodology used to determine fair values categorized by Level 1, 2 and 3 inputs are described in Note 20 to the Company's audited consolidated financial statements for the year ended December 31, 2025. Level 1 Level 2 Level 3 Total $ $ $ $ Recurring measurement Financial assets at fair value through profit or loss Convertible debentures of private mining company (Note 6) — — 4,450,260 4,450,260 Equity securities (Note 5) Publicly traded exploration companies 361,177 — — 361,177 Private exploration company — — 38,536 38,536 Balance – June 30, 2026 361,177 — 4,488,796 4,849,973 During the six months ended June 30, 2026, there were no transfers among Level 1, Level 2 and Level 3. Note 12 – Subsequent events Acquisition of the Sunnyside Royalty On July 8, 2026, the Company completed the acquisition of a 0.5% net smelter returns ("NSR") royalty on production from claims comprising the Sunnyside project operated by Barksdale Resources Corp. (the "Sunnyside Royalty") in Arizona, United States of America. Pursuant to the definitive royalty purchase agreement with MinQuest Ltd., the total consideration is payable in two instalments comprising a mix of cash and common shares of the Company. The first instalment, consisting of a payment of US$500,000 ($708,700) in cash and the issuance of 363,750 common shares, was paid and issued on closing. The second instalment, consisting of US$500,000 in cash and the issuance of 242,500 common shares is to be paid and issued by January 2, 2027. Credit Agreement with BMO On July 17, 2026, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of Montreal (“BMO”) for a secured revolving credit facility of US$50 million (the “Facility”), with the option to increase the Facility to US$75 million, subject to certain conditions. The Facility matures three years from the date of the Credit Agreement and is secured by a charge over the Company’s assets. The Facility may be drawn in US$ base rate advances and term benchmark advances, which may be used for general corporate purposes and to finance the Company’s acquisitions and investments. US$ base rate advances will bear interest at the greater of (i) BMO’s annual reference rate for commercial loans made in Canada in US dollars, (ii) the federal funds effective rate plus 0.50% per annum, and (iii) the term benchmark basis plus 1.00% per annum, in each case, plus the applicable margin ranging from 1.50% to 2.50% per annum based on the Company’s net leverage ratio. Term benchmark advances will bear interest at the Secured Overnight Financing Rate (SOFR) plus 0.10% per annum (subject to a 0% per annum floor), plus the applicable margin ranging from 2.50% to 3.50% per annum based on the Company’s net leverage ratio. A standby fee, ranging from 0.5625% to 0.7875%, is payable on the unused portion of the Facility. As at the date these unaudited condensed interim consolidated financial statements were authorized for issue, no amounts had been drawn under the Facility.