Triple Flag acquires Orogen Royalties and royalty over Arthur Gold Project (previously the Expanded Silicon Gold Project)

On April 22, 2025, Triple Flag Precious Metals Corp. (“Triple Flag”) and Orogen Royalties Inc. (“Orogen”) announced that on April 21, 2025, they had entered into a definitive agreement pursuant to which  Triple Flag will acquire all of the issued and outstanding common shares of Orogen, by way of a court-approved plan of arrangement 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 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. The total consideration paid by Triple Flag (excluding the value of Orogen Spinco) is approximately C$343 million.

Under the transaction, Orogen shareholders may elect to receive either C$1.63 in cash or 0.05355 of a Triple Flag share for each Orogen share held, and will also receive 0.25 shares in Orogen Spinco, representing approximately C$0.37 per Orogen share. 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.

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. 

Subject to receiving requisite court approval, approval of shareholders of Orogen at the special meeting expected to be held in late June 2025 and other customary closing conditions for transactions of this kind, the transaction is expected to close in the third quarter of 2025.

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.