Orogen Shareholder’s Overwhelmingly Approve Plan of Arrangement with Triple Flag Precious Metals at Annual General and Special Meeting
Orogen Shareholder’s Overwhelmingly Approve Plan of Arrangement with
Triple Flag Precious Metals at Annual General and Special Meeting
Vancouver, B.C. June 27, 2025 (TSX.V:OGN) (OTCQX:OGNRF) Orogen Royalties Inc. ("Orogen" or the
"Company") is pleased to announce the voting results for its Annual General and Special Meeting (the
“Meeting”) of shareholders held today.
A total of 153,248,045 shares were voted by proxy, representing 75.95% of the issued and outstanding
shares of the Company. Shareholders approved all matters presented at the Meeting, including
the special resolution approving the plan of arrangement (the “Arrangement”) between the
Company and Triple Flag Precious Metal Corp. (“Triple Flag”). Under the terms of the Arrangement,
holders of common shares of Orogen (each a “Company Share”) will receive, subject to proration, $1.63
in cash or 0.05355 of a common share in the capital of Triple Flag, and 0.25 of a common share of 1537944
B.C. Ltd. (“SpinCo”) (each, a “SpinCo Share”) for each Company Share held.
Shareholders approved all matters presented at the Meeting as follows:
Resolution Votes
For
Votes
Against
Withheld/
Abstain
Non Vote %
For
%
Against
%
Withheld/
Abstain
Approval of the Statutory
Plan of Arrangement
137,247,455 890,901 0 15,109,689 99.36 0.64 0.00
Number of Directors 153,165,203 82,842 0 99.95 0.05 0.00
J. Patrick Nicol 136,943,634 0 1,194,722 15,109,689 99.14 0.00 0.86
Justin Quigley 137,994,326 0 144,030 15,109,689 99.90 0.00 0.10
Roland Butler 138,028,913 0 109,443 15,109,689 99.92 0.00 0.08
Samantha Shorter 137,975,336 0 163,020 15,109,689 99.88 0.00 0.12
Timothy Janke 138,023,900 0 114,456 15,109,689 99.92 0.00 0.08
Appointment of Auditors 153,167,598 0 80,447 99.95 0.00 0.05
Approval of the SpinCo
Omnibus Equity Incentive
Plan
137,632,403 505,953 0 15,109,689 99.63 0.37 0.00
The Arrangement remains subject to approval of the Supreme Court of British Columbia (the “Court”) and
the TSX Venture Exchange, and to the satisfaction of other customary conditions. The Court hearing for
the final order is scheduled to take place on July 2, 2025, and closing of the Arrangement is expected to
occur on July 9, 2025. Following the close of the Arrangement, the Company Shares will be delisted from
the TSX Venture Exchange and SpinCo (which will be re -named Orogen Royalties Inc .) will commence
trading under the symbol TSX.V:OGN.
About Orogen Royalties Inc.
Orogen Royalties is focused on organic royalty creation and royalty acquisitions on precious and base
metal discoveries in western North America. The Company's royalty portfolio includes the Ermitaño gold
and silver Mine in Sonora, Mexico (2.0% NSR royalty ), operated by First Majestic Silver Corp. and the
Arthur Gold Project (formerly the Expanded Silicon gold project ) in Nevada, U.S.A (1.0% NSR royalty) ,
being advanced by AngloGold Ashanti plc. The Company is well financed , with several projects actively
being developed by joint venture partners.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
On April 21, 2025, the Company and Triple Flag signed a definitive arrangement agreement (the
"Agreement"), whereby Triple Flag agreed to acquire all of the issued and outstanding common shares of
Orogen pursuant to a plan of arrangement for total consideration of approximately $421 million, or $2.00
per Company Share (the "Transaction"). The total consideration consists of approximately $171.5 million
in cash, approximately $171.5 million in Triple Flag shares, and shares of Spinco with an implied value of
approximately $78 million.
Orogen and Triple Flag have also agreed to the formation of a generative exploration alliance in the
western United States, whereby Triple Flag will provide funding to Spinco for generating gold and silver
targets considered geologically similar to the Expanded Silicon project. The initial US$435,000 budget will
focus on identifying prospective exploration opportunities for incoming exploration partners, in exchange
for cash, equity and retained royalty.
On Behalf of the Board
OROGEN ROYALTIES INC.
Paddy Nicol
President & CEO
To find out more about Orogen, please contact Paddy Nicol, President & CEO at 604-248-8648, and Marco
LoCascio, Vice President, Corporate Development at 604 -248-8648. Visit our website at
www.orogenroyalties.com.
Orogen Royalties Inc.
1015 – 789 West Pender Street
Vancouver, BC
Canada V6C 1H2
Forward Looking Information
This news release includes certain statements that may be deemed “forward looking statements”. All statements in this
presentation, other than statements of historical facts, that address events or developments that Orogen Royalties Inc. (the
“Company“) expect to occur, are forward looking statements. Forward looking statements are statements that are not historical
facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”,
“estimates”, “projec ts”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or
“should” occur.
Although the Company believe 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
the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward looking
statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and
general economic, market or business conditions.
Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments
may differ materially from those projected in the forward -looking statements. Forward -looking statements are based on the
beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by
securities laws, the Company undertakes no obligation to update these forward -looking statements in the event that
management’s beliefs, estimates or opinions, or other factors, should change.