Consolidated Financial Statements For the Years Ended
Consolidated Financial Statements
For the Years Ended
December 31, 2024 and 2023
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Principal and Registered Office
1015-789 West Pender Street
Vancouver BC
V6C 1H2
T: (604) 248-8648
T: (855) 240-3727 (toll free)
F: (604) 248-8663
Chief Executive Officer and Director
J. Patrick Nicol
Non-Executive Directors
Roland Butler
Timothy M. Janke
Justin Quigley
Samantha Shorter
Transfer Agent
Computershare
3rd Floor 510 Burrard Street
Vancouver BC
V6C 3B9
(604) 661-9452
Legal Counsel
Osler, Hoskin & Harcourt LLP
Suite 1700 Guinness Tower 1055 West Hastings Street
Vancouver BC
V6E 2E9
(604) 692-2760
Auditor
Smythe LLP
1700 – 475 Howe Street
Vancouver BC
V6C 2B3
(604) 687-1231
Listing
TSX Venture Exchange: OGN
Shares Outstanding: 201,784,675
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Orogen Royalties Inc.
Table of Contents
1. NATURE OF OPERATIONS ............................................................................................ 12
2. STATEMENT OF COMPLIANCE ..................................................................................... 12
3. SUMMARY OF MATERIAL ACCOUNTING POLICIES .................................................... 13
4. CAPITAL MANAGEMENT ................................................................................................ 25
5. CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS ....................... 25
6. MARKETABLE SECURITIES ........................................................................................... 25
7. AMOUNTS RECEIVABLE ................................................................................................ 26
8. PROPERTY, PLANT AND EQUIPMENT .......................................................................... 27
9. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES ....................................................... 28
10. MINERAL PROPERTY INTERESTS .............................................................................. 28
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ................................................... 38
12. COMMITMENTS AND CONTINGENCIES ..................................................................... 38
13. SHARE CAPITAL ........................................................................................................... 39
14. NET INCOME PER SHARE ........................................................................................... 45
15. INCOME TAXES ............................................................................................................ 46
16. RELATED PARTY TRANSACTIONS ............................................................................. 47
17. SEGMENTED INFORMATION ....................................................................................... 48
18. FINANCIAL RISK MANAGEMENT ................................................................................. 49
19. SUBSEQUENT EVENTS ............................................................................................... 53
VANCOUVER
1700–475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600–19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
NANAIMO
201–1825 Bowen Rd
Nanaimo, BC V9S 1H1
T: 250 755 2111
F: 250 984 0886SMYTHE LLP | smythecpa.com
4
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF OROGEN ROYALTIES INC.
Opinion
We have audited the consolidated financial statements of Orogen Royalties Inc. and its subsidiaries
(the "Company"), which comprise:
♦ the consolidated statements of financial position as at December 31, 2024 and 2023;
♦ the consolidated statements of income and comprehensive income for the years then ended;
♦ the consolidated statements of cash flows for the years then ended;
♦ the consolidated statements of changes in shareholders' equity for the years then ended; and
♦ the notes to the consolidated financial statements, including material accounting policy
information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company as at December 31, 2024 and 2023, and
its consolidated financial performance and consolidated cash flows for the years then ended in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board
(IFRS Accounting Standards).
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of the
Company in accordance with the ethical requirements that are relevant to our audit of the consolidated
financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements for the year ended December 31, 2024. These
matters were addressed in the context of our audit of the consolidated financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our auditor’s report.
Other Information
Management is responsible for the other information. The other information comprises Management’s
Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
VANCOUVER
1700–475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600–19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
NANAIMO
201–1825 Bowen Rd
Nanaimo, BC V9S 1H1
T: 250 755 2111
F: 250 984 0886SMYTHE LLP | smythecpa.com
5
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information identified above and, in doing so, consider whether the other information is
materially inconsistent with the consolidated financial statements, or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor’s report. If, based
on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS Accounting Standards, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing
standards will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements. As part of an audit in accordance with Canadian generally accepted auditing
standards, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
♦ Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
VANCOUVER
1700–475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600–19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
NANAIMO
201–1825 Bowen Rd
Nanaimo, BC V9S 1H1
T: 250 755 2111
F: 250 984 0886SMYTHE LLP | smythecpa.com
6
♦ Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
♦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
♦ Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
♦ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
♦ Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Company as a basis for forming
an opinion on the group financial statements. We are responsibl e for the direction, supervision
and review of the audit work performed for purposes of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
VANCOUVER
1700–475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600–19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
NANAIMO
201–1825 Bowen Rd
Nanaimo, BC V9S 1H1
T: 250 755 2111
F: 250 984 0886SMYTHE LLP | smythecpa.com
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The engagement partner on the audit resulting in this independent auditor’s report is Sukhjit Gill.
Chartered Professional Accountants
Vancouver, British Columbia
April 24, 2025
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OROGEN ROYALTIES INC.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
Current Assets Note December 31, 2024 December 31, 2023
Cash and cash equivalents 5 14,328,737$ 6,383,521$
Short term investments 5 8,555,787 7,885,212
Marketable securities 6 1,615,060 2,664,277
Amounts receivable 7 3,718,793 2,320,759
Prepaid expenses and deposits 81,387 148,783
28,299,764 19,402,552
Non-current Assets
Royalty and mineral property interests 10 41,077,392 41,627,691
Property, plant and equipment, net 8 265,436 220,798
Reclamation bond 10 115,834 115,834
Deferred income tax asset 15 - 1,227,191
41,458,662 43,191,514
Total Assets 69,758,426$ 62,594,066$
Liabilities and Shareholders’ Equity
Liabilities
Accounts payable and accrued liabilities 11, 16 669,705$ 681,542$
Short term lease liabilities 9 64,112 57,895
Joint venture partner deposits 310,800 139,042
Income tax liability 15 408,546 -
1,453,163 878,479
Non-current Liabilities
Long term lease liabilities 9 192,558 133,335
1,645,721 1,011,814
Shareholders’ Equity
Share capital 13 83,543,691 79,597,305
Contributed surplus 3,297,743 3,305,596
Accumulated deficit (18,728,729) (21,320,649)
68,112,705 61,582,252
Total Liabilities and Shareholders’ Equity 69,758,426$ 62,594,066$
Approved and authorized for issue by the Board on April 24, 2025.
Samantha Shorter Roland Butler
Director Director
The accompanying notes are an integral part of these consolidated financial statements.