Triple Flag Proposes to Acquire Orogen Royalties Inc. Altius agrees to request from Orogen to enter a conditional Voting Support Agreement Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF) Altius Minerals Corporation (“Altius”) reports
TSX: ALS | OTCQX: ATUSF Altius M inerals Corporation
April 22, 2025 | St. John’s, Newfoundland
Triple Flag Proposes to Acquire Orogen Royalties Inc.
Altius agrees to request from Orogen to enter a conditional Voting Support
Agreement
Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF) Altius Minerals Corporation (“Altius”) reports
that Orogen Royalties Inc. (“Or ogen”), of which it is a major shareholder with 39,557,960 Orogen shares,
has announced a definitive agreement with Triple Flag Precious Metals Corp. (“Triple Flag”) whereby Triple
Flag will acquire all of the issued and outstanding common shares of Orogen for total consideration of
approximately $421 million or $2.00 per Orogen share, comprised of approximately $171.5 million in cash,
$171.5 million in Triple Flag shares, and shares of a new company (“Orogen Spinco”) with an implied value
of approximately $78 million. Orogen requested that Altius enter into a Voting Support Agreement in respect
of the transaction and it has done so subject to certain conditions including an ability to rescind its support
in the event that a superior offer is received prior to completion of the transaction.
Brian Dalton, CEO of Altius commented, “ As a long-time shareholder of Orogen we are happy to support
its decision to enter into this transaction with Triple Flag. We are pleased with the opportunit ies both to
remain as a supportive shareholder of a continuing royalty business that will be led by Orogen’s existing
management, as well as to maintain continuing growth potential exposure to Orogen’s 1% NSR royalty
interest in the new Silicon gold district discover ies in Nevada through a significant shareholding in Triple
Flag. We also believe that this transaction reasonably aligns with the technical perspectives we have
developed internally concerning the current extent of, and continuing growth potential , of the Silicon and
Merlin discoveries – as well as the value that our separate 1.5% NSR royalty represents for our
shareholders.”
Triple Flag and Orogen will hold a joint conference call and webcast today at 8:30 am ET (see Events and
Presentations section on Triple Flag’s website at www.tripleflagpm.com).
Key Transaction Terms
• Orogen shareholders may elect to receive either $1.63 in cash or 0.05355 of a Triple Flag share
per each Orogen share held, and will also receive 0.25 shares of Orogen Spinco, representing
approximately $0.37 per each Orogen share. The shareholder election will be subject to pro-ration
such that the cash and share portions of the consideration will represent 50% and 50% of the total
consideration (excluding the value of Orogen Spinco), respectively. Orogen shareholders who do
not elect to receive either Triple Flag shares or cash will be deemed to elect a default consideration
of 0.05355 of a Triple Flag share per Orogen share, in addition to 0.25 shares in Orogen Spinco
per Orogen share.
• The total consideration implies a premium of 38% based on the closing share prices of Triple Flag
and Orogen on the Toronto Stock Exchange (“TSX”) and TSV Venture Exchange (“TSX.V”)
respectively on April 17, 2025 , and a premium of 32% based on the 20 -day volume -weighted
average share prices of Triple Flag and Orogen on the TSX and TSX.V as of April 17, 2025,
respectively.
• The transaction is to be a court -approved plan of arrangement under the Business Corporations
Act (British Columbia) requiring the approval at a special meeting of at least (i) 66 2/3% of votes
cast by shareholders of Orogen and (ii) a majority of votes cast by Orogen shareholders excluding
the votes attributable to certain members of management.
TSX: ALS | OTCQX: ATUSF Altius M inerals Corporation
• Voting support agreements have been entered into by Altius, Adrian Day Asset Management, and
Euro Pacific Asset Management, together with all the officers and directors of Orogen, collectively
representing approximately 39.5% of the common shares of Orogen on a fully diluted basis.
• Triple Flag has agreed to separately invest $10 million to obtain an approximate 11% interest in
Orogen Spinco.
• Completion is subject to regulatory and court approvals and other customary closing conditions,
including the listing of Orogen Spinco on the TSX.V. The transaction includes customary provisions,
including non -solicitation by Orogen of alternative transactions, a right of Triple Flag to match
superior proposals, and an approximately US$12.5 million termination fee, payable under certain
circumstances.
• Closing expected in Q3 2025.
Forward Looking Statements
This news release contains forward ‐looking information. The statements are based on reasonable
assumptions and expectations of management and Altius provides no assurance that actual events will
meet management's expectations. In certain cases, forward ‐looking information may be identified by such
terms as "anticipates", "believes", "could", "estimates", "expects", "may", "shall", "will", or "would". Although
Altius believes the expectations expressed in such forward ‐looking statements are based on reasonab le
assumptions, such statements are not guarantees of future performance and actual results or
developments may differ materially from those projected. Readers should not place undue reliance on
forward-looking information. Altius does not undertake to update any forward-looking information contained
herein except in accordance with securities regulations.
About Altius
Altius’s strategy is to create per share growth through a diversified portfolio of royalty assets that relate to
long life, high margin operations. This strategy further provides shareholders with exposures that are well
aligned with sustainability -related global growth trends including the electricity generation transition from
fossil fuel to renewables, transportation electrification, reduced emissions from steelmaking and increasing
agricultural yield requirements. These macro-trends each hold the potential to cause increased demand for
many of Altius’s commodity exposures including copper, renewable based electricity, several key battery
metals (lithium, nickel and cobalt), clean iron ore, and potash. In addition, Altius runs a successful Project
Generation business that originates mineral projects for sale to developers in exchange for equity positions
and royalties. Altius has 4 6,301,246 common shares issued and outstanding that are listed on Canada’s
Toronto Stock Exchange. It is a member of both the S &P/TSX Small Cap and S&P/TSX Global Mining
Indices.
For further information, please contact:
Flora Wood
Email: [email protected]
Tel: 1.877.576.2209
Direct: 1.416.346.9020