Triple Flag Precious Metals (TFPM) M&A Announcement summary

Deal rationale and strategic fit

• Triple Flag acquires Orogen Royalties, securing a 1.0% NSR royalty on the Expanded Silicon gold project in Nevada, a Tier 1 asset operated by AngloGold Ashanti, enhancing its royalty portfolio and growth potential.

• Orogen shareholders crystallize value from the Expanded Silicon royalty while retaining upside through a new spin-out, Orogen Spinco, which will hold all other Orogen assets and be led by current management.

• The transaction establishes a long-term partnership and exploration alliance, leveraging technical expertise and a proven value creation model.

• The deal provides Orogen shareholders exposure to both Triple Flag's diversified portfolio and future growth via Spinco.

Financial terms and conditions

• Orogen shareholders can elect to receive C$1.63 in cash or 0.05355 Triple Flag shares per Orogen share, plus 0.25 shares in Orogen Spinco (valued at approximately C$0.37 per Orogen share), subject to pro-ration.

• Total consideration is approximately C$421 million (C$2.00 per share), split equally between cash and Triple Flag shares, with C$343 million paid by Triple Flag (excluding Spinco value).

• Orogen Spinco shares are valued at C$78 million, and Triple Flag will invest C$10 million in Spinco for an 11% stake.

• Triple Flag will fund the cash portion from its undrawn $700 million credit facility.

• Upon completion, Orogen shareholders will own about 3% of Triple Flag.

Integration plans and timeline

• The transaction is structured as a plan of arrangement, with closing expected in Q3 2025 following a special shareholder meeting in late June 2025.

• Orogen Spinco will be led by the current Orogen management team and will hold all assets except the Expanded Silicon royalty.

• Orogen shares will be delisted from TSX.V upon closing, and Orogen will cease to be a reporting issuer.