Triple Flag acquires Orogen Royalties and royalty over Arthur Gold Project (previously the Expanded Silicon Gold Project)
Torys acted as counsel to Triple Flag in its C$421 million acquisition of Orogen Royalties Inc. and its 1.0% NSR royalty on the Expanded Silicon Gold Project (now the Arthur Gold Project) in southern Nevada.
On July 9, 2025, Triple Flag Precious Metals Corp. (“Triple Flag”) announced the completion of the previously announced acquisition of all the issued and outstanding common shares of Orogen Royalties Inc. (“Orogen”) pursuant to a plan of arrangement, dated April 21, 2025, under the Business Corporations Act (British Columbia), for a total consideration of approximately C$421 million, or C$2.00 per share. The total consideration consisted 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. The total consideration paid by Triple Flag (excluding the value of Orogen Spinco) was approximately C$343 million.
Under the transaction, Orogen shareholders had the right to receive either C$1.63 in cash or 0.05355 of a Triple Flag share for each Orogen share held, and also received 0.25 shares in Orogen Spinco, representing approximately C$0.37 per Orogen share. Orogen shareholders who did not elect to receive either Triple Flag shares or cash was 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.
Pursuant to the plan of arrangement, all of the assets and liabilities of Orogen other than the 1.0% NSR royalty on Expanded Silicon was transferred to Orogen Spinco, the shares of which was distributed to Orogen shareholders as part of the consideration.
Further information can be found on Business Wire’s website.
Orogen Royalties is focused on organic royalty creation and royalty acquisitions on precious and base metal discoveries in western North America. Its 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 project (now the Arthur Gold Project) (1.0% NSR royalty) in Nevada, USA, being advanced by AngloGold Ashanti plc.
Triple Flag is a precious metals streaming and royalty company. It offers 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.
Torys also acted on the following in connection with this project:

| Jurisdiction | Nye County |
| Province/State | Nevada |
| Country | United States |
| Nature of Engagement | M&A |
| Client Role | Acquiror |
| Value | $421,000,000 CAD |