Orogen Royalties Inc. and Triple Flag Precious Metals Corp. have completed the previously announced plan of arrangement in which Triple Flag has acquired all of the issued and outstanding common shares of Orogen for a total consideration of approximately $421 million, or $2.00 per share.
The total consideration consists of $171.5 million in cash, $171.5 million in Triple Flag shares, and shares of 1537944 BC Ltd. ("Orogen SpinCo") with an implied value of $78 million. Shareholders at the close of business on July 9,2025, who elected to receive Triple Flag Shares or made no election and defaulted to the share election were prorated such that they will receive 0.02901 Triple Flag shares and approximately $0.74687 cash plus 0.25 Orogen SpinCo shares for each Orogen Share held. Shareholders who elected cash will receive $1.63 cash plus 0.25 Orogen SpinCo shares for each Orogen Share held. Orogen SpinCo will hold all of Orogen's assets and mineral property interests except for the 1 percent net smelter return ("NSR") royalty on the Arthur Gold project (formerly the Expanded Silicon project) in Nevada, USA.
Osler, Hoskin & Harcourt LLP advised Orogen Royalties with a team consisting of Alan Hutchison, Minji Park, Vanessa Yee, Disha Puri (Corporate), Kim Maguire, Alina Tam and Rachel Beger-Viflanzoff (Tax).
Torys acted as counsel to Triple Flag with a team led by Mike Pickersgill and Carly Klinkhoff and includes Brianna Pioli and Mitchell Hayes (corporate/M&A), Jennifer Lennon, Darryl Hiscocks, Ellie Kang, Ryan Davis and Parker Baglole (employment), David Mattingly, Craig Maurice, Steve Marshall and Tristan Hood (tax).