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Highlights

  • Triple Flag to acquire Orogen Royalties in a $421 million cash-stock-spinout deal.

  • Altius Minerals, Orogen’s largest shareholder, supports the transaction under specific conditions.

  • Orogen shareholders to receive premium consideration, including new shares in spin-off entity "Orogen Spinco."

Altius Minerals Corporation (TSX:ALS) has confirmed its conditional support for a major acquisition involving Orogen Royalties Inc. (TSXV: OGN), in which it holds a significant stake of nearly 40 million shares. Orogen has entered into a definitive agreement with Triple Flag Precious Metals Corp. (TSX:TFPM) to be acquired in a deal valued at approximately $421 million.

The acquisition, structured as a court-approved plan of arrangement, will see all outstanding shares of Orogen exchanged for a combination of cash, Triple Flag shares, and shares in a newly formed spin-out entity, Orogen Spinco. Shareholders of Orogen may choose to receive either $1.63 in cash or 0.05355 Triple Flag shares per Orogen share. Regardless of their selection, all shareholders will also receive 0.25 shares in Orogen Spinco, which carries an implied value of approximately $0.37 per Orogen share.

The offer reflects a 38% premium over Orogen’s closing price on April 17, 2025, and a 32% premium based on its 20-day volume-weighted average. This premium consideration has been welcomed by several major shareholders, including Altius Minerals, which has signed a Voting Support Agreement alongside Adrian Day Asset Management, Euro Pacific Asset Management, and all Orogen officers and directors. Together, they represent roughly 39.5% of Orogen’s fully diluted shares.

However, Altius' support is conditional—it reserves the right to withdraw backing if a superior offer is tabled before the deal closes. The agreement also includes customary safeguards, including non-solicitation provisions, a right to match competing offers, and a US$12.5 million termination fee under specific circumstances.

As part of the transaction, Triple Flag has also committed to a separate $10 million investment in Orogen Spinco, acquiring an estimated 11% equity stake in the new entity. Spinco is expected to be listed on the TSX Venture Exchange, subject to regulatory approvals.

The acquisition must be approved by at least two-thirds of Orogen shareholders and a majority excluding certain insiders at a special meeting. Additional regulatory and court approvals are also required, with deal closure expected in Q3 2025.

Orogen Spinco is set to inherit certain assets from Orogen post-transaction, offering shareholders continued exposure to early-stage royalty opportunities while Triple Flag consolidates Orogen’s royalty portfolio into its broader streaming and royalty operations.