TRIPLE FLAG TO ACQUIRE OROGEN ROYALTIES AND ITS 1.0% NSR ROYALTY ON THE EXPANDED SILICON GOLD PROJECT All dollar figures in US dollars unless otherwise stated. TORONTO, Ontario and VANCOUVER, British Columbia – Triple Flag Precious Metals Corp.
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News Release
April 22, 2025
TRIPLE FLAG TO ACQUIRE OROGEN ROYALTIES AND ITS 1.0% NSR ROYALTY ON THE
EXPANDED SILICON GOLD PROJECT
All dollar figures in US dollars unless otherwise stated.
TORONTO, Ontario and VANCOUVER, British Columbia – Triple Flag Precious Metals Corp.
(TSX: TFPM, NYSE: TFPM) (“Triple Flag”) and Orogen Royalties Inc. (TSX.V: OGN, OTCQX:
OGNRF) (“Orogen”) announce that they have entered into a definitive agreement (the
“Agreement”) on April 21, 2025, in which Triple Flag will acquire all of the issued and outstanding
common shares of Orogen pursuant to a p lan of a rrangement (the “Transaction”) for total
consideration of approximately C$421 million, or C$ 2.00 per share. The total consideration
consists of approximately C$171.5 million in cash, approximately C$171.5 million in Triple Flag
shares, and shares of a new company (“Orogen Spinco”) with an implied value of approximately
C$78 million. Orogen Spinco will be led by Paddy Nicol, CEO of Orogen, and will hold all of
Orogen’s mineral interests except for the 1 .0% Expanded Silicon NSR royalty . Upon Orogen
Spinco going public, Triple Flag has agreed to separately invest C$10 million to obtain an
approximate 11% interest in Orogen Spinco.
Triple Flag and Orogen will host a joint conference call today at 8:30 a.m. ET to discuss the
transaction, the details of which are at the end of this release.
“I am extremely pleased to announce this friendly transaction with Or ogen, which will result in
Triple Flag’s acquisition of a 1.0% NSR royalty on the Expanded Silicon project. This is a rare
opportunity to acquire a gold asset located in a premier jurisdiction and operated by a top-tier
operator, AngloGold Ashanti plc. Nevada is a prolific gold mining region and host to many of the
world’s most successful producers . Given the rapid pace of resource growth demonstrated at
Expanded Silicon, we believe that the long-term growth potential of this asset in an emerging new
gold camp is unparalleled. This royalty is a great illustration of the value creation inherent in the
royalty model, as we will benefit from future exploration expenditures and success, as well as the
future capital expenditures to develop the project, at no further cost to Triple Flag,” said Sheldon
Vanderkooy, CEO of Triple Flag. “We are also excited for our new strategic partnership with the
Orogen Spinco team, led by Paddy Nicol . Orogen Spinco provides exposure to a portfolio of
exploration-stage royalties as well as compelling upside potential from a management team that
has an established track record of discovering district -scale assets from grassroots exploration,
including Expanded Silicon.”
Paddy Nicol , President and CEO of Orogen said, “Today’s announcement validat es the
tremendous growth in value that our royalty on the Expanded Silicon project has provided our
shareholders, and crystallizing that value is an important part of Orogen’s business strategy. We
strongly believe in the long-term growth potential for Expanded Silicon, and Triple Flag is exactly
the right home for such a royalty asset.”
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“Orogen will be spun-out as a new company and will continue its pursuit of organic royalty creation
and royalty acquisition with the stability of the cash-flowing Ermitaño royalty, our treasury, our
portfolio of exciting exploration-stage royalties, and various discovery opportunities through its
exploration partnerships and alliances. We are also pleased to count Triple Flag as a new
strategic investor and alliance partner and look forward to creating opportunities in western USA
analogous to Expanded Silicon. Importantly, Orogen’s team that organically created the Ermitaño
and Expanded Silicon royalt ies stays intact , as does our intent to develop new royalty
opportunities with strong leverage to value creation.”
Terms of the Agreement
Pursuant to the Transaction, Orogen shareholders may elect to receive either C$1.63 in cash or
0.05355 of a Triple Flag share per each Orogen share held, and will also receive 0.25 shares in
the newly created Orogen Spinco, representing approximately C$0.37 per each Orogen share.
This represents a total consideration of C$2.00 per Orogen common share on a fully diluted basis,
calculated using the closing price of Triple Flag shares on April 17 , 2025 of C$30.44. The total
consideration paid by Triple Flag (excluding the value of Orogen Spinco) is approximately C$343
million.
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 value of the transaction is approximately C$421 million, or C$2.00 per common share
of O rogen on a fully diluted basis. Following the completion of the transaction, O rogen
shareholders will own approximately 3 % of Triple Flag. Triple Flag will finance the cash
consideration from its existing undrawn $700 million credit facility.
The total consideration, including the implied value of Orogen Spinco, implies a premium of 38%
based on the closing share prices of Triple Flag and Orogen on the Toronto Stock Exchange
(“TSX”) and TSX 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.
Strategic Rationale for Triple Flag
The Transaction will provide Triple Flag with exposure to one of the world’s most promising gold
development assets and adds meaningful gold equivalent ounces to Triple Flag’s growth outlook
beyond 2029. Key highlights include:
• A life-of-mine royalty on a Tier 1 gold asset in Nevada. The 1.0% NSR royalty on the
Expanded Silicon gold project, which includes the cornerstone Merlin and Silicon deposits,
is located in the Beatty District of Nevada and covers a 74 km2 area of interest. There are
no caps, step-downs, or buydown provisions on the royalty. Nevada hosts some of the
most prolific gold operations in the world, including Carlin and Cortez, operated by Nevada
Gold Mines LLC, a joint venture between Barrick Gold Corporation and Newmont
Corporation.
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• North America’s largest new gold discovery with a track record of rapid growth. As
stated by AngloGold Ashanti plc (“AngloGold”), the Expanded Silicon project represents
the largest new gold discovery by resource in the United States in over a decade.
The asset has grown rapidly since AngloGold began drilling the target in 2018. A maiden
inferred resource at Silicon of 120 million tonnes grading 0.87 g/t Au containing 3.4 million
ounces was declared as of December 31, 2021i. Subsequent resource updates included
the nearby Merlin deposit. As of December 31, 2024, inferred resources at Merlin totaled
355 million tonnes grading 1.06 g/t Au containing 12.1 million ounces ii. Resources at
Silicon totaled 121 million tonnes grading 0.87 g/t Au containing 3.4 million ounces in the
indicated category, and 36 million tonnes grading 0.70 g/t Au containing 0.8 million ounces
in the inferred categoryii.
To date, 430 kilometers have been drilled at Expanded Silicon, including 132 kilometers
at Merlin in 2024.
• A Tier 1 operator focused on delivering a pre-feasibility study in the near term. The
Expanded Silicon project is 100% owned by AngloGold and is currently envisioned as a
large oxide deposit with potential processing from heap leaching and milling. The
processing of a high-grade core at Merlin is expected to drive stronger production earlier
in the mine life.
AngloGold is a senior gold producer that is well capitalized and has the operating expertise
to explore, permit, develop and operate Expanded Silicon. The Beatty District complex of
assets represents a core tenet of AngloGold’s future, with the operator recently moving its
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corporate headquarters from Johannesburg to Denver and establishing a new primary
share listing on the NYSE.
AngloGold’s stated k ey priorities for 2025 at Expanded Silicon are to advance a pre-
feasibility study, continue infill drilling at Merlin to potentially upgrade resources to
reserves, and execute strategic land and water acquisitions.
• Significant exploration potential. Drill rigs remain active on the propert y, focusing on
infill and resource upgrade dri lling. Notably, ongoing reporting by AngloGold has
highlighted several significant intercepts in widely spaced drill holes located within the
western part of the current conceptual pit that forms part of the Merlin mineralization, but
such drilling may not yet be included in currently published resource estimates due to
insufficient drill density. Additionally, there remains significant potential to extend
mineralization in areas with limited to no drillin g, including extensions to the nort h, west
and east of Merlin, as well as to the northwest of Silicon. Notably, AngloGold has indicated
the potential discovery of a downfaulted offset to Merlin to the southeast of the currently
defined mineralized footprint.
With significant value already derived from the current and potential oxide footprint, longer-
term potential exists from underground exploration. Mineralization remains open in
multiple directions, with significant potential for deep, high-grade feeder structures within
the sulphide zones.
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• Enhances Triple Flag’s exposure to AngloGold’s complex of assets in the Beatty
District. Triple Flag also owns a 2.0% NSR royalty on Mother Lode, which represents the
third largest endowment of the currently defined total resources in the Beatty District
owned by AngloGold, after Expanded Silicon and North Bullfrog . As of December 31,
2024, measured and indicated resources at Mother Lode totaled 60 million tonnes at a
grade of 0.80 g/t Au containing 1. 6 million ounces, and inferred resources totaled 10
million tonnes at a grade of 0.55 g/t Au containing 0.2 million ouncesii.
The drill testing of extensions to the south of Merlin w ould assess the potential for
mineralization between Merlin and Mother Lode.
Separately, Triple Flag has a 0.5% to 5.5% NSR royalty on the Bullfrog project located six
kilometers west of Beatty and operated by Augusta Gold Corp. As of December 31, 2021,
measured and indicated resources at Bullfrog totaled 71 million tonnes at a grade of 0.53
g/t Au containing 1.2 million ounces iii. Inferred resources totaled 17 million tonnes at a
grade of 0.48 g/t Au containing 0.3 million ouncesiii. Bullfrog is currently envisioned as a
heap leach operation and a pre-feasibility study is being advanced.
Benefits to Orogen Shareholders
This Transaction allows Orogen shareholders to crystallize the significant value that has been
created through the Expanded Silicon 1.0 % NSR royalty . This Transaction also allows Orogen
shareholders to retain exposure through Orogen Spinco to the full suite of assets outside
Expanded Silicon and the same Orogen team, led by Paddy Nicol, that created this value.
• Significant premium of approximately 38%, which includes the implied value of Orogen
Spinco, and based on the closing share prices of Triple Flag and Orogen as of April 17,
2025, on the TSX and TSX.V, respectively , 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
• Ongoing equity participation in the larger and more liquid Triple Flag shares, with
significantly enhanced capital markets exposure
• Exposure to Triple Flag’s high-quality portfolio of diversified producing, development, and
exploration assets, including Expanded Silicon
• Ongoing return of capital through participation in Triple Flag’s quarterly dividend
• Enhanced exposure through Orogen Spinco to the upside potential from the remainder of
Orogen’s portfolio of operating, development and exploration royalty assets, as well as
continued exposure to the top-tier Orogen management team
• Orogen Spinco fully endorsed by Triple Flag through its separate C$10 million investment,
providing Orogen Spinco with significantly enhanced financial capacity
• New exploration alliance to be formed between Triple Flag and Orogen Spinco in respect
of areas in the western United States
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Orogen Spinco
Orogen Spinco will be led by Paddy Nicol and the current Orogen management and exploration
team. Pursuant to the plan of arrangement, all of the assets and liabilities of Orogen other than
the 1.0% NSR royalty on Expanded Silicon will be transferred to Orogen Spinco, the shares of
which will be distributed to Orogen shareholders as part of the consideration. The following will
be transferred to Orogen Spinco:
• Ermitaño 2.0% NSR royalty;
o Ermitaño is a producing gold and silver mine located in Mexico, operated by First
Majestic Silver Corp. Royalty revenue generated by Ermitaño was C$7.9 million in
2024.
• C$15 to C$20 million in working capital and no debt on a pro-forma basis after transaction
costs and the Triple Flag placement
• A portfolio of 27 exploration-stage royalties , including the La Rica porphyry target in
Colombia, the MPD South copper project in British Columbia, and the Spring Peak gold
project in Nevada
• A pipeline of organic royalties created through exploration partnerships , including seven
current option deals, four exploration alliances, and five available properties.
Western United States Exploration Alliance
Orogen and Triple Flag have also agreed to negotiate the formation of a generative exploration
alliance in the western United States, whereby Triple Flag will provide funding to Orogen Spinco
for generating gold and silver targets considered geologically similar to the top -tier Expanded
Silicon project. The initial $435,000 budget will focus on identifying prospective exploration
opportunities for incoming exploration partners.
The commercial objective of the generative exploration alliance is to sell 100% of the interest in
identified exploration opportunities in exchange for cash, equity and a retained royalty.
Transaction Conditions and Timing
Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved
plan of arrangement under the Business Corporations Act (British Columbia) and will require the
approval at a special meeting of at least (i) 66 2/3% of the votes cast by the shareholders of
Orogen and (ii) a majority of the votes cast by shareholders of Orogen excluding the votes
attributable to certain members of management.
Altius Minerals Corporation, Adrian Day Asset Management, and Euro Pacific Asset
Management, together with all of the officers and directors of Orogen, collectively control
approximately 39.5% of the common shares of Orogen on a fully diluted basis and have entered
into voting support agreements pursuant to which they have agreed to vote their shares in favor
of the Transaction, subject to certain conditions.
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Completion of the Transaction is also subject to regulatory and court approvals and other
customary closing conditions , including the listing of Orogen Spinco on the TSX.V . The
Agreement includes customary provisions, including non- solicitation by Orogen of alternative
transactions, a right of Triple Flag to match superior proposals and an approximately $12.5 million
termination fee, payable under certain circumstances.
Complete details of the Transaction will be included in a management information circular to be
delivered to Orogen shareholders in the coming weeks . Subject to receiving requisite court
approval, the special meeting of shareholders of Orogen is expected to be held in late June 2025,
and the Transaction is expected to close in the third quarter of 2025. In connection with and
subject to closing the Transaction, it is expected that the common shares of Orogen will be
delisted from the TSX.V and that Orogen will cease to be a reporting issuer under Canadian and
U.S. securities laws.
Board of Directors’ Recommendations
The Board of Directors of Triple Flag and the Board of Directors of Orogen have unanimously
approved the Transaction and recommend that shareholders vote in favor of the Transaction.
National Bank Financial has provided a fairness opinion dated April 21, 2025, to the Board of
Directors stating that, as of the date of such opinion, and based upon and subject to the
assumptions, limitations and qualifications stated in such opinion, the consideration to be received
by the shareholders of Orogen under the Transaction is fair, from a financial point of view, to such
Orogen shareholders.
Scotiabank has provided a fairness opinion dated April 21, 2025, to the Board of Directors of
Triple Flag stating that, as of the date of such opinion, and based upon and subject to the
assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by
Triple Flag to the shareholders of Orogen under the Transaction is fair, from a financial point of
view, to Triple Flag.
Advisors and Counsel
Scotiabank is acting as financial advisor to Triple Flag and Torys LLP is acting as legal counsel
to Triple Flag. Scotiabank provided a fairness opinion to the Triple Flag Board of Directors.
National Bank Financial is acting as financial advisor to Orogen and Osler, Hoskin & Harcourt
LLP is acting as legal counsel to Orogen. National Bank Financial provided a fairness opinion to
the Orogen Board of Directors.
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Conference Call and Webcast
Triple Flag and Orogen will hold a joint conference call and webcast on April 22, 2025 at 8:30
a.m. ET (5:30 a.m. PT) to discuss the Transaction. The live webcast can be accessed by visiting
the Events and Presentations page on the Company’s website at: www.tripleflagpm.com. An
archived version of the webcast will be available on the website for one year following the
webcast.
Live Webcast: https://events.q4inc.com/attendee/429918663
Dial-In Details:
Toll-Free (U.S. & Canada): +1 (888) 596-4144
International: +1 (646) 968-2525
Conference ID: 9159639, followed by # key
Replay (Until May 6):
Toll-Free (U.S. & Canada): +1 (800) 770-2030
International: +1 (647) 362-9199
Conference ID: 9159639, followed by # key
About Triple Flag
Triple Flag is a precious metals streaming and royalty company. We offer investors exposure to
gold and silver from a total of 236 assets, consisting of 17 streams and 219 royalties, primarily
from the Americas and Australia. These streams and royalties are tied to mining assets at various
stages of the mine life cycle, including 30 producing mines and 206 development and exploration
stage projects. Triple Flag is listed on the Toronto Stock Exchange and New York Stock Exchange
under the ticker “TFPM”.
About Orogen
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 Expanded Silicon p roject (1.0% NSR royalty) in Nevada, USA, being
advanced by AngloGold Ashanti plc. The Company is well financed with several projects actively
being developed by joint venture partners.
Triple Flag Contact
Investor Relations:
David Lee
Vice President, Investor Relations
Tel: +1 (416) 304-9770
Email: [email protected]
Media:
Gordon Poole, Camarco
Tel: +44 (0) 7730 567 938
Email: [email protected]