- Triple Flag Precious Metals Corp. proposes to acquire Orogen Royalties Inc. for approximately $421 million.
- Orogen shareholders to receive a 38% premium based on closing prices as of April 17, 2025.
- The acquisition is anticipated to close in Q3 2025, subject to approvals.
Triple Flag Precious Metals Corp. has announced a definitive agreement to acquire all issued and outstanding common shares of Orogen Royalties Inc. The total consideration for the transaction is approximately $421 million, valuing each Orogen share at $2.00. The payment consists of approximately $171.5 million in cash, another $171.5 million in Triple Flag shares, and shares of a new company, Orogen Spinco, worth approximately $78 million.
Orogen shareholders have the option to elect either $1.63 in cash or 0.05355 Triple Flag shares for each Orogen share held, along with 0.25 shares of Orogen Spinco per Orogen share. This option will be subject to a proration mechanism ensuring that the cash and share portions of the consideration are split evenly, at 50% each, excluding the Orogen Spinco shares.
The proposed acquisition offers Orogen shareholders a 38% premium based on the closing share prices of both companies on April 17, 2025, and a 32% premium based on the 20-day volume-weighted average prices as of the same date.
Altius Minerals Corporation (TSX: ALS) (OTCQX: ATUSF), a major shareholder of Orogen with 39,557,960 shares, has agreed to support the transaction by entering into a conditional Voting Support Agreement. The agreement allows Altius to rescind its support if a superior offer is received before the transaction is completed.
The acquisition requires approval through a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is expected to conclude in the third quarter of 2025, pending regulatory and court approvals, as well as fulfillment of customary closing conditions including Orogen Spinco's listing on the TSX Venture Exchange (TSX.V).
