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Orogen Royalties Interim / Quarterly Report 2025

Nov 25, 2025

48577_rns_2025-11-24_749f5791-4dab-430a-9bc4-2e8f408a1c74.pdf

Interim / Quarterly Report

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OROGEN

Orogen Royalties Inc.
(formerly 1537944 BC Ltd.)

Condensed Consolidated Interim Financial Statements

For the Nine-Month Periods Ended
September 30, 2025 and 2024

(Unaudited – Expressed in Canadian Dollars)


2

Principal and Registered Office

1015-789 West Pender Street
Vancouver BC
V6C 1H2

T: (604) 248-8648
T: (855) 240-3727 (toll free)
F: (604) 248-8663
E: [email protected]

Chief Executive Officer and Director

J. Patrick Nicol

Non-Executive Directors

Roland Butler
Timothy M. Janke
Justin Quigley
Samantha Shorter

Transfer Agent

Computershare
3rd Floor 510 Burrard Street
Vancouver BC
V6C 3B9
(604) 661-9452

Legal Counsel

Osler, Hoskin & Harcourt LLP
Suite 1700 Guinness Tower 1055 West Hastings Street
Vancouver BC
V6E 2E9
(604) 692-2760

Auditor

Smythe LLP
1700 – 475 Howe Street
Vancouver BC
V6C 2B3
(604) 687-1231


3

Orogen Royalties Inc.

(formerly 1537944 BC Ltd.)

Table of Contents

  1. NATURE OF OPERATIONS ... 10
  2. GOING CONCERN ... 11
  3. BASIS OF PRESENTATION AND COMMON CONTROL TRANSACTION ... 12
  4. SUMMARY OF MATERIAL ACCOUNTING POLICIES ... 13
  5. CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS ... 17
  6. MARKETABLE SECURITIES ... 18
  7. AMOUNTS RECEIVABLE ... 19
  8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES ... 19
  9. PROPERTY, PLANT AND EQUIPMENT ... 20
  10. ROYALTY AND MINERAL PROPERTY INTERESTS ... 21
  11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ... 29
  12. COMMITMENTS AND CONTINGENCIES ... 29
  13. NET PARENT INVESTMENT ... 30
  14. SHARE CAPITAL ... 30
  15. RELATED PARTY TRANSACTIONS ... 31
  16. SEGMENTED INFORMATION ... 33
  17. FINANCIAL RISK MANAGEMENT ... 34
  18. SUBSEQUENT EVENTS ... 38

4

MANAGEMENT IS RESPONSIBLE FOR THESE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

These unaudited condensed consolidated interim financial statements of Orogen Royalties Inc. (formerly 1537944 BC Ltd.) for the nine-month periods ended September 30, 2025 and 2024 have been prepared by management and have not been audited or reviewed by the auditor of the Company.


5


OROGEN ROYALTIES INC.
(formerly 1537944 BC Ltd.)
Condensed Consolidated Interim Statements of Financial Position
(Unaudited - Expressed in Canadian Dollars)

Current Assets Note September 30, 2025 December 31, 2024
Cash and cash equivalents 5 $ 6,560,432 $ 14,328,737
Short term investments 5 11,124,753 8,555,787
Marketable securities 6 2,641,585 1,615,060
Amounts receivable 7 3,020,415 3,718,793
Prepaid expenses and deposits 137,851 81,387
23,485,036 28,299,764
Non-current Assets
Royalty and mineral property interests 10 4,744,167 4,475,329
Property, plant and equipment, net 9 201,738 265,436
Reclamation bond 10 115,834 115,834
5,061,739 4,856,599
Total Assets $ 28,546,775 $ 33,156,363
Liabilities and Shareholders' Equity
Liabilities
Accounts payable and accrued liabilities 11, 14 $ 899,171 $ 669,705
Short term lease liabilities 8 68,122 64,112
Joint venture partner deposits 238,693 310,800
Income tax liability 642,466 408,546
1,848,452 1,453,163
Non-current Liabilities
Long term lease liabilities 8 137,178 192,558
1,985,630 1,645,721
Shareholders' Equity
Share capital 14 87,852,695 -
Net Parent investment 13 - 50,239,371
Reserves (44,153,145) -
Accumulated deficit (17,138,405) (18,728,729)
26,561,145 31,510,642
Total Liabilities and Shareholders' Equity $ 28,546,775 $ 33,156,363

Approved and authorized for issue by the Board on November 20, 2025.

Samantha Shorter
Director

Roland Butler
Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

6


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Condensed Consolidated Interim Statements of Income and Comprehensive Income

Nine Month Periods Ended September 30,

(Unaudited - Expressed in Canadian Dollars)

Note Three-Month Period Ended September 30, Nine-Month Period Ended September 30,
2025 2024 2025 2024
Royalties
Royalties revenue 10 $ 2,304,410 $ 2,117,552 $ 6,456,044 $ 5,504,992
Income from Royalties 2,304,410 2,117,552 6,456,044 5,504,992
Prospect Generation
Revenue (loss)
Loss from prospect generation activities 10 $ (560,032) $ (689,763) $ (24,213) $ (183,595)
Project management fees (19,209) - (9,155) -
(579,241) (689,763) (33,368) (183,595)
Expenses
Exploration expenditures (recovery) (152,001) - (152,001) -
(152,001) - (152,001) -
Income (loss) from Prospect Generation (427,240) (689,763) 118,633 (183,595)
Other Operations
Revenue
Interest income 5 $ 26,157 $ 138,492 375,679 $ 365,808
26,157 138,492 375,679 365,808
Expenses
Accounting and legal 240,510 98,590 416,846 247,356
Depreciation 9 20,057 20,115 59,457 60,503
Foreign exchange loss (gain) 264,203 129,284 1,038,246 (122,464)
General and administrative 259,353 117,103 437,811 295,948
Investor services 131,391 28,594 213,945 94,789
Management and professional fees 15 69,051 70,920 224,195 235,085
Marketing services 23,171 13,995 94,666 74,187
Salaries and support services 15 405,023 395,655 1,606,064 1,604,012
Share-based compensation - 144,660 691,762 716,112
Travel (37,924) 35,341 17,662 86,509
1,374,835 1,054,257 4,800,654 3,292,037
Loss from Other Operations (1,348,678) (915,765) (4,424,975) (2,926,229)
Operating Income Before the Following $ 528,492 $ 512,024 $ 2,149,702 $ 2,395,168
Other income (loss) 216,441 (102,697) 292,503 (66,759)
Marketable securities fair value adjustment 6 580,791 (154,823) 1,211,734 (718,785)
Net Income Before Income Tax 1,325,724 254,504 3,653,939 1,609,624
Income tax expense (672,426) (614,048) (2,063,615) (1,571,666)
Net Income (Loss) and Comprehensive Income (Loss) $ 653,298 $ (359,544) $ 1,590,324 $ 37,958
Basic Income per Share $ 0.01 $ - $ 0.04 $ -
Diluted Income per Share $ 0.01 $ - $ 0.04 $ -
Weighted average shares outstanding- Basic 53,552,982 - 41,312,773 -
Weighted average shares outstanding- Diluted 53,552,982 - 41,312,773 -

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Condensed Consolidated Interim Statements of Cash Flows

Nine Month Periods Ended September 30,

(Unaudited - Expressed in Canadian Dollars)

Note Three-Month Period EndedSeptember 30, Nine-Month Period EndedSeptember 30,
2025 2024 2025 2024
Cash Flows Provided by Operating Activities
Net income (loss) $ 653,298 (359,544) $ 1,590,324 $ 37,958
Add (deduct) items not involving cash:
Depreciation 9 20,057 20,115 59,457 60,503
Marketable securities fair value adjustment 6 (580,791) 154,823 (1,211,734) 718,785
Unrealized foreign exchange loss (gain) (380,793) 50,436 (9,611) (268,227)
Gain from JV activities 10 560,032 689,763 24,213 183,595
Other loss (income) - 105,630 - 105,630
Income tax expense 672,426 614,048 2,063,615 1,571,666
Interest expense on operating lease 5,439 5,094 15,450 16,155
Share-based compensation - 144,660 691,762 716,112
949,668 1,425,025 3,223,476 3,142,177
Net change in non-cash working capital balances related to operations:
Amounts receivables (226,522) (256,896) 698,378 (510,585)
Prepaid expenses and deposits 17,124 57,483 (56,464) 40,489
Accounts payable and accrued liabilities 243,920 (101,426) 229,467 (123,171)
Income tax liability (623,686) - (1,829,695) -
Joint venture partner deposits 45,445 (175,860) (72,107) 61,210
Net Cash Flows Provided by Operating Activities 405,949 948,326 2,193,055 2,610,120
Cash Flows Provided (Used) by Investing Activities
Purchase of short term investments 5 2,196,037 29,180 (2,568,966) (188,723)
Net sale in marketable securities 6 675,224 226,595 1,180,384 254,945
Mineral property and royalty interests, net of recoveries 10 (321,673) (337,039) (1,228,707) (677,064)
Net purchase of property, plant and equipment 9 - - - (1,870)
Net Cash Flows Provided (Used) by Investing Activities 2,549,588 (81,264) (2,617,289) (612,712)
Cash Flows Provided (Used) By Financing Activities
Net Parent Investment 13 - - 60,239 3,003,694
Cash provided to Parent for transaction costs 13 (17,291,823) - (17,291,823) -
Shares issued pursuant to Triple Flag strategic investment 14 10,000,000 - 10,000,000 -
Operating lease liabilities 8 (21,142) (20,135) (62,942) (59,580)
Net Cash Flow Provided (Used) by Financing Activities (7,312,965) (20,135) (7,294,526) 2,944,114
Effects of foreign currency translation on cash and cash equivalents 384,869 (137,631) (49,545) 144,105
Increase (Decrease) in Cash and Cash Equivalents (3,972,559) 709,296 (7,768,305) 5,085,627
Cash and Cash Equivalents, Beginning of the Period 10,532,991 10,759,852 14,328,737 6,383,521
Cash and Cash Equivalents, End of the Period $ 6,560,432 $ 11,469,148 $ 6,560,432 $ 11,469,148
Cash and cash equivalents are comprised of:
Cash $ 6,484,190 $ 11,243,400 $ 6,484,190 $ 11,243,400
Cash restricted for exploration $ - 160,252 $ - 160,252
Short-term money market instruments $ 76,242 65,496 $ 76,242 65,496
$ 6,560,432 $ 11,469,148 $ 6,560,432 $ 11,469,148
Supplemental Cash Flow Information:
Commission fees paid on sale of short term investments $ 20,078 - $ 34,026 $ -
Income taxes paid $ 16,583 $ - $ 1,012,807 $ -
Interest received $ 26,157 $ 138,492 $ 375,679 $ 365,808
Net marketable securities received for property option payments $ 249,024 $ - $ 1,001,913 $ 400,000

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity

(Unaudited - Expressed in Canadian Dollars)

Share capital
Note Number of shares Share capital Reserves Parent investment Accumulated deficit Shareholders' equity
Balance, December 31, 2023 - $ - $ - $ 46,300,838 $ (21,320,649) $ 24,980,189
Net contributions from Parent 13 - - - 3,575,146 - 3,575,146
Net income and comprehensive income - - - - 37,958 37,958
Balance, September 30, 2024 - $ - $ - $ 49,875,984 $ (21,282,691) $ 28,593,293
Net contributions from Parent 13 - - - 363,387 - 363,387
Net income and comprehensive income - - - - 2,553,962 2,553,962
Balance, December 31, 2024 - $ - $ - $ 50,239,371 $ (18,728,729) $ 31,510,642
Net contributions from Parent 13 - - - 752,001 - 752,001
Cash provided to Parent for transaction costs - - - (17,291,823) - (17,291,823)
Incorporation share issued 14 1 1 - - - 1
Plan of Arrangement 14 52,603,174 77,852,694 (44,153,145) (33,699,549) - -
Shares issued pursuant to Triple Flag strategic investment 14 6,756,757 10,000,000 - - - 10,000,000
Loss and comprehensive loss for the period - - - - 1,590,324 1,590,324
Balance, September 30, 2025 59,359,932 $ 87,852,695 $ (44,153,145) $ - $ (17,138,405) $ 26,561,145

The accompanying notes are an integral part of these condensed consolidated interim financial statements.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Orogen Royalties Inc. (formerly 1537944 B.C. Ltd.) (the "Company" or "Orogen") was incorporated under the Business Corporations Act (British Columbia) on May 1, 2025, as a wholly owned subsidiary of Triple Flag Nevada Inc. (formerly Orogen Royalties Inc.) ("TFN" or "Parent").

Orogen was incorporated for the sole purpose of participating in a Plan of Arrangement of TFN (the "Arrangement") pursuant to the April 21, 2025 arrangement agreement between TFN and Triple Flag Precious Metals Corp. ("Triple Flag"). The Arrangement closed on July 9, 2025 ("Closing Date") to which Triple Flag acquired all of the issued and outstanding common shares of TFN. At Closing Date:

i. Triple Flag acquired 201,961,675 common shares of TFN for total consideration of $421 million which was comprised of $171.5 million in cash, $171.5 million in Triple Flag common shares, and Orogen common shares with an implied value of $78 million. For each TFN common share, shareholders could elect to receive either $1.63 in cash, 0.05355 Triple Flag common shares, or a combination of both, along with 0.25 Orogen common shares. The Orogen shares carried an implied value of $0.37 per quarter share, equivalent to $1.48 for one full Orogen share;
ii. TFN transferred all its assets and liabilities other than the 1.0% net smelter return ("NSR") royalty on the Arthur Gold project (formerly the Expanded Silicon gold project) to Orogen; and
iii. TFN reduced its stated capital account to facilitate a special distribution to its shareholders. Consequently, Orogen issued 52,603,174 common shares in the Arrangement.

At Closing Date, Triple Flag also completed a $10,000,000 strategic investment into Orogen (Note 14) and acquired 6,756,757 common shares at $1.48 per share, representing 11.4% of issued and outstanding common shares.

After Closing Date, 1537944 B.C. Ltd. was renamed to Orogen Royalties Inc., and the predecessor Orogen Royalties Inc. was renamed to Triple Flag Nevada Inc.

The shareholders of TFN and Orogen remained the same before and after the Arrangement; therefore, the transaction is classified as a common control transaction. These consolidated financial statements present the assets, liabilities, income, expenses, and cash flows of Orogen's prospect generation and royalty business as a carve-out from TFN up to July 9, 2025. From that date onward, the financial statements reflect the Company after assuming all net assets, excluding the 1% NSR royalty on the Arthur Gold Project. The accounting policies applied are consistent, where applicable, with those in TFN's audited consolidated financial statements for the years ended December 31, 2024 and 2023.

10


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS (CONTINUED)

The head office, principal registered, and records office of the Company are located at 1015-789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2. The Company's common shares began trading on the TSX Venture Exchange (the "Exchange") under the symbol OGN.V (CUSIP#: 687080101) on July 11, 2025 and on the OTC under the symbol OGNNF on July 18, 2025. The Company is a reporting issuer in British Columbia, Alberta, Saskatchewan, and Ontario.

Orogen is a royalty and mineral exploration company with a diverse portfolio of precious metal royalties and copper, gold and silver exploration projects in Canada, United States, Mexico, Argentina, Kenya and Colombia. The Company has two business segments – mineral royalties and mineral exploration project generation. The Company also owns a geological database covering parts of Mexico, central Asia, South Pacific, western Canada and western United States.

Orogen specializes in identifying, staking, and acquiring new projects, followed by early-stage work to demonstrate their geological potential. Once this groundwork is complete, the Company seeks partners with the capital and technical expertise to delineate mineral deposits. Orogen maintains exposure to these properties through royalties, milestone payments, and equity interests, while also actively expanding its royalty portfolio through new acquisitions.

The Company employs a prospect generation model to manage exploration and financial risk. This approach enables Orogen to grow its royalty and securities assets in a disciplined, sustainable manner while retaining exposure to exploration opportunities and discoveries. Prospect generation also positions Orogen to operate counter-cyclically, acquiring exploration targets when valuations are low and divesting them into well-capitalized markets when demand is strong.

This strategy has built the foundation of Orogen's royalty portfolio and led to two significant discoveries: the Ermitaño project, currently in production and operated by First Majestic Silver Corp., and the Arthur Gold project (formerly the Expanded Silicon gold project), under exploration by AngloGold Ashanti NA. Orogen's 1.0% NSR royalty on the Arthur Gold project was sold to Triple Flag through the Arrangement.

2. GOING CONCERN

These condensed consolidated interim financial statements have been prepared on a going concern basis, which presumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2025, the Company had working capital of $21,636,584 (December 31, 2024 – $26,846,601). Management has assessed the Company's financial position and cash flow forecasts and concluded that it has sufficient resources to fund its operations and meet its obligations as they fall due for at least the next twelve months.


OROGEN ROYALTIES INC. (formerly 1537944 BC Ltd.) Notes to the Condensed Consolidated Interim Financial Statements Nine-Month Periods Ended September 30, 2025 and 2024 (Unaudited - Expressed in Canadian Dollars)

3. BASIS OF PRESENTATION AND COMMON CONTROL TRANSACTION

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IFRS Accountant Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").

(b) Basis of measurement

The condensed consolidated interim financial statements have been prepared on a historical cost basis. Except for cash flow information and financial instruments measured at fair value, these condensed consolidated interim financial statements were prepared on a historical cost basis using the accrual basis of accounting.

The financial information presented, up to the Closing Date of July 9, 2025, reflect the assets, liabilities, income, expenses and cash flows of the operations of the prospect generation and royalty business of the Company as a carve-out of amounts previously reported within the financial statements of TFN, beginning on January 1, 2024. The basis for allocation to the Company from the financial operations of TFN is as follows:

Items of Financial Position

The carve-out consolidated statements of financial position reflect all assets and liabilities recorded by TFN, other than the 1.0% NSR royalty on the Arthur Gold project, assigned to the Company. The Company is presented as wholly reliant on TFN for cash funding as was the case in the periods presented.

Items of Financial Operations

The Company applies an accounting policy of capitalizing exploration expenditures as incurred. The condensed consolidated interim statements of income and comprehensive income reflect all royalty revenues, gains and losses from prospect generation, general and administrative expenses, and other adjustments attributable to the Company for the periods presented. These amounts include activities incurred by TFN, a related party, up to July 9, 2025. For each period presented, 100% of the revenue and expenses have been allocated to the Company.

Other items

Income taxes have been calculated as if the Company had been a separate legal entity and filed separate tax returns for the periods presented.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

3. BASIS OF PRESENTATION AND COMMON CONTROL TRANSACTION (CONTINUED)

The preparation of carve-out financial statements requires management to make significant estimates and judgments with respect to activities and expenditures undertaken by the Company. Management cautions readers of the carve-out consolidated financial statements that the Company's results do not necessarily reflect what the results of the operations, financial position, or cash flows would have been as a standalone entity. Further, the allocation of income and expense in the carve-out condensed consolidated interim statements of income and comprehensive income does not necessarily reflect the nature and level of the Company's future income and operating expenses.

(c) Common control transaction

On July 9, 2025, the Arrangement was completed, and Triple Flag acquired 201,961,675 common shares of TFN for total consideration of $421 million which was comprised of $171.5 million in cash, $171.5 million in Triple Flag common shares, and Orogen common shares with an implied value of $78 million. For each TFN common share, shareholders could elect to receive either $1.63 in cash, 0.05355 Triple Flag common shares, or a combination of both, along with 0.25 Orogen common shares. Orogen shares carried an implied value of $0.37 per quarter share, equivalent to $1.48 for one full Orogen share. In connection the Arrangement, Orogen issued 52,603,174 common shares (Note 14) to TFN shareholders and assumed all assets and liabilities distributed by TFN, except for the 1.0% NSR royalty on the Arthur Gold project.

The shareholders of TFN and the Company were identical before and after the Arrangement; therefore, the transaction was accounted for as a common control transaction. Upon completion of the Arrangement, the transfer of net assets to the Company did not result in any substantive change in ownership at the shareholder level. Accordingly, the net assets and related working capital received were recognized at historical cost as a continuation of TFN's operations. Upon the Closing Date of the Arrangement, Orogen remitted $17,291,823 in cash to TFN to settle transaction-related obligations, including corporate taxes, financial advisory fees, employment termination costs, and legal, professional, regulatory, and other associated expenses.

The Company issued 52,603,174 common shares to TFN shareholders, with an aggregate value of $77,852,695, or $1.48 per share. This valuation was based on the concurrent strategic financing by Triple Flag, in which 6,756,757 common shares were issued at $1.48 per share for gross proceeds of $10,000,000. The accumulated net investment from TFN was reclassified to reserves within shareholders' equity.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES

The material accounting policies applied in the preparation of these condensed consolidated interim financial statements are set out below.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(a) Basis of consolidation

| | Place of incorporation | Proportion of ownership interest
September 30, 2025 | Proportion of ownership interest
December 31, 2024 | Principal activity |
| --- | --- | --- | --- | --- |
| 1174610 B.C. Ltd. | British Columbia | 100% | 100% | Holding company |
| 1537947 B.C. Ltd. | British Columbia | 100% | - | Mineral exploration |
| Evrim Exploration Canada Corp. | British Columbia | 100% | 100% | Mineral exploration |
| Renaissance Gold Inc. | British Columbia | - | 100% | Mineral exploration |
| Renaissance Exploration Inc. | Nevada, USA | - | 100% | Mineral exploration |
| GenEx Exploration Inc. | Nevada, USA | 100% | - | Mineral exploration |
| Orogen Exploration Inc. | Wyoming, USA | 100% | 100% | Mineral exploration |
| Evrim Resources (Barbados) Ltd. | Barbados | 100% | 100% | Holding company |
| Minera Evrim, S.A. de C.V. | Sonora, Mexico | 100% | 100% | Mineral exploration |
| Servicios Mineros Orotac, S.A. de C.V. | Sonora, Mexico | 100% | 100% | Service company |
| Opata Resources, S.A. de C.V. | Sonora, Mexico | 100% | 100% | Mineral exploration |
| Minera Inmet Mexico S.A. de C.V. | Sonora, Mexico | 100% | 100% | Holding company |

The financial statements of subsidiaries are included in the consolidated interim financial statements from the date that control commenced until the date that control ceases. Control is based on whether an investor has power over the investee and the ability to use its power over the investee to affect the value of returns. All significant intercompany transactions and balances have been eliminated.

(b) Use of estimates

The preparation of these condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, and which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

(i) Share-based compensation

The fair value of share-based compensation is subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, for which changes in subjective input assumptions can materially affect the fair value estimate.

(ii) Valuation of deferred tax assets and liabilities

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement.

(iii) Leases

Management uses estimation in determining the incremental borrowing rate used to measure the lease liability, specific to the asset, underlying currency and geographic location. Future lease payments can arise from a change in an index or borrowing rate, if there is a change in the Company's estimate of the expected payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right of use ("ROU") asset or is recorded to the statement of loss if the carrying amount of the ROU asset has been reduced to zero.

(iv) Impairment

After ownership of mineral property interests and royalty assets are established, acquisition, geological, exploration, and early-stage project generation costs incurred directly by the Company are capitalized on a property-by-property basis until the property is placed into production, sold, allowed to lapse or abandoned. Where an indicator of impairment exists, the carrying costs are reduced to the recoverable amount and an impairment expense is recognized in profit or loss. The Company conducts impairment tests on each asset or cash-generating unit ("CGU") at the end of each reporting period to determine the future economic and commercial benefit of the project. Since the Company's mineral property interests are generally early stage, unless fair value can be established, recoverable amount is generally nil and impairment expense, when recognized, is the carrying costs.

15


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(v) Valuation of private investments

From time to time, the Company takes ownership of common shares of private companies as part of consideration received from its prospect generation activities. At every reporting period, these investments are valued at fair value based on quoted prices in active markets and when that information is not available, estimates are made by management using inputs from observable market data, the underlying company's recently completed equity financing, equity issuance and/or equity investments made by a third party. Changes in these assumptions and inputs could affect the reported fair value of these financial instruments.

(c) Critical Accounting Judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

(i) Determination of functional currency

Several factors were considered in making the judgment that the primary economic environment for the Company and all subsidiaries is the Canadian dollar ("CAD"). A large segment of the Company's revenues, including royalty revenue, is transacted, and settled in US dollars. However, all other financial functions such as intercompany funding, operating expenses, and capital expenditure are mostly transacted in CAD. All foreign subsidiaries are operated as an extension of the reporting entity without a significant degree of autonomy and require significant resources provided by Orogen. For the periods ended September 30, 2025, and 2024, the CAD more faithfully reflects the underlying events and conditions relevant to the Company.

(ii) Right of use assets and lease liability

The Company applies judgement in determining whether the contract contains an identified asset, whether they have the right to control the asset and the lease term and if liability exists at the time of the inception of the contract. The lease term is based on considering facts and circumstances, both qualitative and quantitative, that can create an economic incentive to exercise renewal options. Management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option as well as determining when the liability on a contract exists.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)

(iii) Recoverability of amounts receivables

The Company's amounts receivables are mainly comprised of trade receivables from its royalty assets, recoveries on alliance activities, and tax receivables. The Company considers trade receivables to be collectable as they are only recognized when the revenues or recoveries are established. The Company only recognizes recoveries from option payments on active option agreements when they are received, not when they are due. As such, the Company does not estimate or record allowance for bad debt.

(iv) Impairment of mineral properties

The Company conducts impairment tests at the end of each reporting period to determine the future economic and commercial benefit of its mineral properties and royalty assets. Changes in conditions may give rise to impairment charges or reversals of impairment in a particular year. Where an indicator of impairment exists, an estimate of the recoverable amount is made, which is the higher of the fair value less costs to sell and value in use. Due to the early-stage nature of the mineral property assets, determining the value in use with mineral resource estimates and assumptions including commodity price forecasts, initial and sustaining capital requirements, future operating performance, and discount rate are limited. Instead, fair value is used by determining the amount that would likely be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. If the recoverable amount of the mineral property is less than its carrying value, the carrying value is reduced to the recoverable amount and an impairment expense is recognized in profit or loss.

(d) Presentation and functional currency

The Company's presentation currency is the Canadian dollar ("CAD"). The functional currency of Orogen and its subsidiaries is the CAD.

5. CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash and cash equivalents include $6,484,190 (December 31, 2024 - $14,260,571) in the operating bank accounts and $76,242 (December 31, 2024 - $68,166) of short-term guaranteed investment certificates ("GICs") that are cashable within three months. As of September 30, 2025, $Nil in cash and cash equivalents were restricted for exploration expenditures (December 31, 2024 - $270,800).

Short-term investments include $11,124,753 (December 31, 2024 - $8,555,787) of GICs with maturities ranging from ten months to one year earning interest from 3.22% to 3.50% (December 31, 2024 - 3.50% to 5.65%). The Company received $375,679 (2024 - $365,808) in interest income for the nine-month period ended September 30, 2025.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

6. MARKETABLE SECURITIES

Fair value as at December 31, 2023 $ 2,664,277
Shares received- Kingfisher Metals Corp. 400,000
Shares sold (368,350)
Fair value adjustment (718,786)
Foreign exchange gain 6,507
Fair value as at September 30, 2024 $ 1,983,648
Shares sold (40,443)
Fair value adjustment (333,331)
Foreign exchange gain 5,186
Fair value as at December 31, 2024 $ 1,615,060
Shares received- Kingfisher Metals Corp. 500,000
Shares received- Eminent Gold Corp. 256,913
Shares received- Greenlight Metals Inc. 220,000
Shares received- Prospect Ridge Resources Corp. 25,000
Shares sold (1,180,384)
Fair value adjustment 1,211,734
Foreign exchange loss (6,738)
Fair value as at September 30, 2025 $ 2,641,585

During the nine-month period ended September 30, 2025, the Company received:

(i) 1,666,666 common shares of Kingfisher Metals Corp. with a fair value of $500,000 as consideration for the second anniversary payment of the March 25, 2023 option agreement on Ball Creek East (Hwy 37);

(ii) 755,068 common shares of Eminent Gold Corp. ("Eminent") with a fair value of $256,913 (US$185,000) in connection with the December 11, 2024 purchase and sales agreement whereby Eminent acquired 100% rights, title and interest of the Celts project. The Company also received US$15,000 in cash;

(iii) 777,777 common shares of Green Light Metals Inc. ("Greenlight") with a fair value of $220,000 in connection with outstanding considerations from the September 14, 2022 purchase and sales agreement of the Kalium Canyon gold project; and

(iv) 243,180 common shares of Prospect Ridge Resources Corp. ("Prospect Ridge") with a fair value of $25,000 in connection with the September 2, 2025 purchase and sales agreement whereby Prospect Ridge acquired 100% rights, title and interest of the Camelot (Lemon Lake) project for total consideration of $200,000 with the remaining $175,000 to be received in cash or common shares within six months.

18


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

6. MARKETABLE SECURITIES (CONTINUED)

During the nine-month period ended September 30, 2024, the Company received:

(i) 8,000,000 common shares of Kingfisher Metals Corp. with a fair value of $400,000 as consideration for the first anniversary payment of the March 25, 2023 option agreement on Ball Creek East (Hwy 37).

7. AMOUNTS RECEIVABLE

September 30, 2025 December 31, 2024
Trade receivables $ 2,928,744 $ 3,639,336
Current tax receivables 91,671 79,457
$ 3,020,415 $ 3,718,793

All receivables are current (less than 30 days) except for the current tax receivable of which $91,671 (December 31, 2024 - $79,457) is between 90 to 180 days.

8. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company has lease agreements which qualify for reporting under IFRS 16 Leases. During the nine-month period ended September 30, 2025, the Company paid $51,370 (2024 - $42,223) to leases of which $35,796 (2024 - $26,069) was recorded against lease liabilities and $15,575 (2024 - $15,155) was recorded as interest expense. The continuity of lease liabilities for ROU assets (Note 8) for periods ended September 30, 2025 and 2024 are as follows:

Lease Liabilities
Lease Liabilities, December 31, 2023 $ 191,230
Lease payments (42,223)
Lease Liabilities, September 30, 2024 $ 149,007
Addition 122,020
Lease payments (14,357)
Lease Liabilities, December 31, 2024 $ 256,670
Lease payments (51,370)
Lease Liabilities, September 30, 2025 $ 205,300
Lease Liabilities September 30, 2025
--- ---
Current portion $ 68,122
Long-term portion 137,178
$ 205,300

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

9. PROPERTY, PLANT AND EQUIPMENT

Cost Computer Equipment and Software Field Equipment Leasehold Improvements Mobile Equipment Office Equipment and Furniture Right of Use Assets Total
Balance as at December 31, 2023 $ 422,427 $ 33,575 $ 16,995 $ 33,384 $ 62,025 $ 728,264 $ 1,296,670
Acquisitions (Dispositions) 1,717 - - - - - 1,717
Balance as at September 30, 2024 $ 424,144 $ 33,575 $ 16,995 $ 33,384 $ 62,025 $ 728,264 $ 1,298,387
Acquisitions (Dispositions) 15 - - - (1,108) 122,020 120,927
Balance as at December 31, 2024 $ 424,159 $ 33,575 $ 16,995 $ 33,384 $ 60,917 $ 850,284 $ 1,419,314
Acquisitions (Dispositions) - - - - - - -
Balance as at September 30, 2025 $ 424,159 $ 33,575 $ 16,995 $ 33,384 $ 60,917 $ 850,284 $ 1,419,314

Accumulated depreciation

Balance as at December 31, 2023 $ (393,624) $ (33,575) $ (16,995) $ (26,095) $ (51,045) $ (554,538) $ (1,075,872)
Depreciation (10,355) - - (1,326) (1,336) (47,486) (60,503)
Foreign Exchange 156 - - 10 (25) 136 277
Balance as at September 30, 2024 $ (403,823) $ (33,575) $ (16,995) $ (27,411) $ (52,406) $ (601,888) $ (1,136,098)
Depreciation (3,712) - - (458) (554) (15,697) (20,421)
Foreign Exchange 11 - - (97) 10 2,717 2,641
Balance as at December 31, 2024 $ (407,524) $ (33,575) $ (16,995) $ (27,966) $ (52,950) $ (614,868) $ (1,153,878)
Depreciation (7,032) - - (819) (1,323) (50,283) (59,457)
Foreign Exchange (130) - - 4 (3) (4,112) (4,241)
Balance as at September 30, 2025 $ (414,686) $ (33,575) $ (16,995) $ (28,781) $ (54,276) $ (669,263) $ (1,217,576)

Carrying amounts

December 31, 2023 $ 28,803 $ - $ - $ 7,289 $ 10,980 $ 173,726 $ 220,798
September 30, 2024 $ 20,321 $ - $ - $ 5,973 $ 9,619 $ 126,376 $ 162,289
December 31, 2024 $ 16,635 $ - $ - $ 5,418 $ 7,967 $ 235,416 $ 265,436
September 30, 2025 $ 9,473 $ - $ - $ 4,603 $ 6,641 $ 181,021 $ 201,738

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS

Exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable operations. Many of the Company's mineral property interests are located outside of Canada and are subject to the risks associated with foreign investment, including increases in taxes and royalties, renegotiations of contracts, currency exchange fluctuations and political uncertainty. Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements. These risks are not unique to foreign jurisdictions and apply equally to the Company's property interests in Canada.

The Company reports the following property updates and changes that took place during the nine-month period ended September 30, 2025:

Mexico

I. Ermitano: The project is located in Sonora, Mexico.

(a) Sale Agreement: In September 2018, the Company transferred 100% of its interest in the property to First Majestic Silver Corp. ("First Majestic") for US$1,000,000 subject to a 2.0% NSR royalty.

(b) Royalty Revenue: For the nine-month period ended September 30, 2025, the Company recorded $6,456,044 (2024 - $5,504,992) in royalty revenue generated from the Ermitano mine. This represents 1,439 gold equivalent ounces ("GEOs") (2024 - 1,725 GEOs), a reduction of 17% from 2024, based on an average price of US$3,214 (2024 - US$2,319) per ounce.

For the three-month period ended September 30, 2025, the Company recorded $2,304,410 (2024 - $2,117,552) in royalty revenue generated from the Ermitano mine. This represents 481 GEOs (2024 - 614 GEOs), a reduction of 28% from 2024 and an increase of 3% from the previous quarter, based on an average price of US$3,456 (2024 - US$2,474) per ounce.

II. Llano del Nogal and Los Coyotes: The 98 square kilometre Llano del Nogal project is located in Sonora, Mexico and covers 25 square kilometres of altered volcanic and intrusive rocks on the prolific Nacozari porphyry copper trend in northern Mexico. The property is subject to 1.0% NSR royalty on base metals and 1.5% NSR royalty on precious metals payable to Altius.

On July 28, 2017, the Company acquired the Los Coyotes claims from Solitario México, S.A. de C.V. ("Solitario") and granted Solitario a 1.5% NSR royalty on the project which could be repurchased for US$1.5 million. On July 29, 2025, the Company acquired this royalty from Solitario by paying total consideration of US$40,000.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

(a) Sale Agreement: On August 5, 2025, the Company entered to a purchase and sales agreement with a subsidiary of Fresnillo plc ("Fresnillo") whereby Fresnillo acquired 100% rights, title and interest of the Llano del Nogal and Los Coyotes projects for a total consideration of US$118,000 on signing of the agreement and US$1.0 million on the commencement of commercial production. Orogen retains a 1% NSR royalty on the Llano del Nogal claims and 2.5% NSR royalty on the Los Coyote claims of which 1.5% can be repurchased by Fresnillo for US$1.5 million. Consequently, Orogen dropped the remaining Llano del Nogal concessions that were not included in this transaction.

During the nine-month period ended September 30, 2025, the Company received $169,279 (US$118,000) in connection with the August 5, 2025 purchase and sales agreement and recorded a loss of $574,504 from the disposition of this project.

Canada

I. Ball Creek East (HWY 37): Consists of 35,080 hectares of mineral claims:

(a) Option Agreement: On March 25, 2023, the Company announced that it has entered into an option agreement with Kingfisher Metals Inc. ("Kingfisher") whereby Kingfisher can earn 100% interest in Ball Creek East (HWY 37) by meeting the following obligations:

Fair Value of Common Shares to be Issued Status Additional Consideration Minimum Exploration Expenditures Status
On signing $300,000 Received 1.0% NSR on Ecstall Project - -
March 25, 2024 (1st anniversary) $400,000 Received - $500,000 Completed
March 25, 2025 (2nd anniversary) $500,000 Received - $1,000,000 Completed
March 25, 2026 (3rd anniversary) $1,000,000 - $2,000,000
March 25, 2027 (4th anniversary) $1,300,000 - $4,000,000
Total $3,500,000 - $7,500,000

Upon exercise of the option agreement, Kingfisher will transfer to Orogen the right to acquire 1.0% NSR royalty of the underlying agreement on the project held by Sandstorm.

During the nine-month period ended September 30, 2025, the Company received 1,666,666 common shares of Kingfisher with a fair value of $500,000 as consideration for the second anniversary and a gain of $500,000 was recorded. The gain was due to total recoveries from considerations received which were greater than the project's total carrying cost.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

II. Camelot (Lemon Lake): The Lemon Lake Project is a 26 square kilometer alkalic porphyry copper-gold project located 6 kilometres east of Horsefly in the Cariboo Mountains, British Columbia.

(a) Sale Agreement: The Company entered into a purchase and sales agreement with Prospect Ridge on September 2, 2025, whereby Prospect Ridge acquired 100% rights, title and interest of the Camelot project for a total consideration of $200,000 by paying $25,000 in common shares at closing and $175,000 in cash or common shares, at the discretion of Prospect Ridge, within six months and two days after closing.

Orogen retains a 1.0% NSR royalty on the project. Orogen also retains the right to acquire an additional 0.25% NSR royalty subject to an underlying agreement for $500,000.

During the nine-month ended September 30, 2025, the Company received 243,180 common shares of Prospect Ridge with a fair value of $25,000 in connection with the September 2, 2025 purchase and sales agreement with a remaining $175,000 to be received in cash or common shares within six months. The Company recorded a gain of $14,472 with respect to this transaction.

United States

I. Nevada Generative Alliance with Altius: On September 12, 2022, the Company announced a generative exploration alliance (the "Altius Alliance") with a subsidiary of Altius Minerals Corporation ("Altius"). The Altius Alliance focuses on generating gold and silver targets considered geologically similar to the recent major gold deposit discovery at Silicon in the Walker Lane trend in Nevada, US. An initial annual budget is fully funded by Altius while the Company provides technical expertise and extensive technical database. Once a project is designated, ongoing expenses and recoveries are shared equally between the Company and Altius. On February 1, 2025, the Company and Altius Minerals Corporation agreed to renew the Nevada generative exploration alliance to December 31, 2025.

II. Generative Base Metals Alliance with South32: On September 4, 2025, the Company entered into a multi-year Generative Exploration Alliance Agreement (the "S32 Alliance") with a wholly owned subsidiary of South32 Limited ("South32"). The South32 Alliance will focus on generating base metal targets in western North America. An initial budget of $300,000 will be funded by South32. In addition, South32 will also reimburse Orogen $181,000 for pre-alliance land acquisition and exploration costs incurred. Projects selected within the South 32 Alliance area of interest (each a "Designated Project") will be subject to a five-year option agreement whereby South32 can earn a 100% interest in a Designated Project by funding $5.0 million in exploration expenditures and making


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

milestone cash payments of $2.0 million. Orogen will retain up to a 2% NSR royalty, subject to a buydown of up to 0.5% for $5.0 million.

Orogen will operate the South32 Alliance on behalf of both parties and identify exploration targets for evaluation by the alliance's technical committee.

III. Celts: is an epithermal gold-silver project in Walker Lane, Nevada acquired through the Altius Alliance.

(a) Sale Agreement: The Company entered into a purchase and sales agreement with Eminent Gold Corp. ("Eminent") on December 11, 2024, whereby Eminent acquired 100% rights, title and interest of the Celts project for a total consideration of US$400,000 by paying US$30,000 in cash and US$45,000 in common shares at closing, and US$325,000 in cash and/or shares at the discretion of Eminent, within six months from the date of the agreement. Eminent will also grant a 3% NSR royalty, of which 1% can be purchased for US$1.5 million.

Total consideration received and NSR royalty retained was split evenly between the Company and Altius per the terms of the Altius Alliance.

During the nine-month period ended September 30, 2025, the Company received 755,068 common shares of Eminent with a fair value of $480,937 (US$185,000) and US$15,000 in cash in connection with the December 11, 2024 purchase and sales agreement.

IV. Firenze: The Firenze project is an epithermal gold-silver project is located in central Nevada acquired through the Altius Alliance.

(a) Sale Agreement: The Company entered into a purchase and sales agreement with Altitude Minerals Ltd. ("Altitude") on October 15, 2025, whereby Altitude will acquire 100% rights, title and interest of the Firenze project for a total consideration of US$430,000 subject to the following terms:

  • US$30,000 paid in cash on signing Letter of Intent (received);
  • US$100,000 paid in cash on singing of the Purchase and Sales Agreement (received); and
  • US$300,000 paid in cash or common shares on or before November 30, 2025 (6,126,175 common shares of Altitude received).

Altitude will grant a 3% NSR royalty with a 1% buydown provision for US$1.5 million.

Total consideration received and NSR royalty retained will be split evenly between the Company and Altius per the terms of the Altius Alliance.

24


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

During the nine-month period ended September 30, 2025, the Company received US$30,000 in connection the first cash payment due from Altitude in connection with the October 14, 2025 purchase and sales agreement. The transaction closed and all considerations were received subsequent to the end of the period (Note 18).

V. Ecru: The Company holds 100% interest in the Ecru property located in Nevada.

(a) Option Agreement: On March 8, 2021, the Company signed an option agreement with Moneghetti Minerals Limited ("Moneghetti") to option the Ecru gold project located in Nevada. Moneghetti can acquire a 100% interest in Ecru by making cash payments of US$2.5 million, work expenditures of US$5.0 million over a six-year period according to the following schedule:

Cash payments (US$) Status Minimum aggregate work expenditure (US$) Status
On signing $25,000 Received - -
September 2, 2022 (18 months) $50,000 Received $200,000 Completed
September 2, 2023 (30 months) $50,000 Received $500,000 In Default
September 2, 2024 (42 months) $100,000 Received $25,000 $1,000,000 In Default
September 2, 2025 (54 months) $100,000 $2,000,000
September 2, 2026 (66 months) $175,000 $3,000,000
March 2, 2027 (72 months) $2,000,000 $5,000,000
Total $2,500,000

The Company retains a 2.0% NSR royalty on the property. Moneghetti will also make annual payments of US$50,000 starting on the first year of exercising the option until the project is placed into commercial production.

During the nine-month period ended September 30, 2025, the Company received $34,803 (US$25,000) as partial payment for the 42-month anniversary option payment and a gain of $35,819 was recorded. The gain was due to total recoveries from considerations received which were greater than the project's total carrying cost.

A Notice of Default was issued to Moneghetti on September 30, 2025, requiring correction of the identified deficiencies by October 31, 2025. Moneghetti did not remedy these deficiencies, and consequently, the option agreement has been terminated on October 31, 2025.


26

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

Prospect Generation Operations

During the nine-month period ended September 30, 2025, net income of $118,633 (2024 - loss $183,595) was generated from prospect generation operations. The Company capitalized $3,213,755 (2024 - $1,170,328) in acquisition and exploration expenditures to mineral property interests and recognized $2,986,961 (2024 - $893,264) in recoveries from expense reimbursements and payments from partners on active earn-in agreements, joint ventures, or alliances. The total carrying value of mineral exploration assets as at September 30, 2025 was $4,744,167 (December 31, 2024 - $4,475,329).

Reclamation Bonds

As at September 30, 2025, the Company holds $115,834 (December 31, 2024 - $115,834) of reclamation bonds.


OROGEN ROYALTIES INC.
(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

10. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

Exploration Expenditures

The following table summarizes the movement in the Company's mineral properties during the nine-month period ended September 30, 2025:

Mineral Property
Interests Location Status Operator December 31, 2024 Additions Recoveries Gain (Loss) Impairment Foreign Exchange September 30, 2025
Ball Creek East Canada Optioned Kingfisher Metals Corp. - - (500,000) 500,000 - - -
Generative Canada Generative - 81,331 - - - - 81,331
Camelot (Lemon Lake) Canada Sold 195,533 438 (210,443) 14,472 - - -
Cibola Canada Available - 152,552 - - - - 152,552
TCS Canada Available 183,756 563 (5,474) - - - 178,845
Nevada Gold Alliance U.S. Alliance Orogen and Altius Minerals Corporation - 25,978 (25,978) - - - -
Nevada Copper Alliance U.S. Alliance Orogen and Altius Minerals Corporation - 232,479 (232,479) - - - -
Nevada Cedar Wash Allian U.S. Alliance Orogen and Altius Minerals Corporation - 143,235 (143,235) - - - -
Tabor U.S. Optioned i-80 Gold Corp. 87,345 - - - - - 87,345
Firenze U.S. Sold 37,161 32,975 (58,417) - - (1,344) 10,375
Ecru U.S. Optioned Moneghetti Minerals Limited - 33,085 (34,803) 35,819 - 3,845 37,946
Generative U.S. Generative - 617,768 - - - - 617,768
Si2 U.S. Optioned K2 Gold Corporation Inc. - - - - - - -
Ghost Ranch U.S. Optioned Ivy Minerals Inc. 295,539 - - - - 14,734 310,273
Hot Tip U.S. Available 40,322 38,230 (19,449) - - (1,315) 57,788
Lone Mountain U.S. Alliance South 32 - 705,532 (705,532) - - - -
Maggie Creek U.S. Optioned Nevada Gold Mines LLC - - - - - - -
Manhattan Gap U.S. Optioned Stampede Metals Corp. - - - - - - -
Sherman U.S. Available - 68,355 (34,177) - - - 34,178
Spring Peak U.S. Optioned Acme Company Limited 245,304 - - - - 21,106 266,410
Table Mountain U.S. Available - 77,306 (39,655) - - - 37,651
Utah Alliance U.S. Alliance - 204,750 (204,750) - - - -
Pearl String U.S. Available 87,622 60,179 - - - (2,867) 144,934
BHP Xplor U.S. Alliance BHP Xplor - 603,290 (603,290) - - - -
Generative Mexico Mexico Generative - 5,022 - - - - 5,022
Llano del Nogal Mexico Sold 638,238 82,678 (169,279) (574,504) - 22,867 -
La Verdad Mexico - 61,548 - - - - 3,264 64,812
Agua Zarca Mexico - 62,457 - - - - 5,967 68,424
Los Coyotes Mexico Royalty - 48,009 - - - - 48,009
La Rica Colombia Royalty Private Company 2,370,154 - - - - - 2,370,154
Lake Victoria Fields Kenya Royalty 170,350 - - - - - 170,350
Ending Balance $ 4,475,329 $ 3,213,755 $ (2,986,961) $ (24,213) $ - $ 66,257 $ 4,744,167

27


OROGEN ROYALTIES INC.
(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

  1. ROYALTY AND MINERAL PROPERTY INTERESTS (CONTINUED)

Exploration Expenditures (Continued)

The following table summarizes the movement in the Company's mineral properties during the nine-month period ended September 30, 2024:

Mineral Property Interests Location Status Operator December 31, 2023 Additions Recoveries Gain (Loss) Impairment Foreign Exchange September 30, 2024
Ball Creek East Canada Optioned Kingfisher Metals Corp. 1,231 - (400,000) 398,769 - - -
Generative Canada Generative - 102,617 - - - - 102,617
Lemon Lake Canada Available 156,216 438 - - - - 156,654
Cuervo Canada Available 174,449 2,856 - - - - 177,305
TCS Canada Available 163,147 20,609 - - - - 183,756
Nevada Gold Alliance U.S. Alliance Orogen and Altius Minerals Corporation - 48,291 (49,263) - - 972 -
Nevada Copper Alliance U.S. Alliance Orogen and Altius Minerals Corporation - 65,107 (66,565) - - 1,458 -
Nevada Cedar Wash Alliance U.S. Alliance Orogen and Altius Minerals Corporation - 213,920 (213,920) - - - -
Tabor U.S. Optioned i-80 Gold Corp. 86,956 - - - - 90 87,046
Callaghan U.S. Sold Black Mammoth Metals Corporation 55,448 - - (56,592) - 1,144 -
Celts U.S. Available 24,021 19,194 (9,598) - - (496) 33,121
Firenze U.S. Available 23,698 26,877 (13,438) - - (489) 36,648
Ecru U.S. Optioned Moneghetti Minerals Limited - 73 (36,767) 38,550 - (1,856) -
Generative U.S. Generative - 368,197 - - - - 368,197
Si2 U.S. Optioned K2 Gold Corporation Inc. 996 - (67,495) 68,849 - (824) 1,526
Ghost Ranch U.S. Optioned Ivy Minerals Inc. 294,957 - - - - 137 295,094
Hot Tip U.S. Available 586 71,303 (36,218) - - (12) 35,659
Jake Creek U.S. Available 48,305 - - - - 7 48,312
Maggie Creek U.S. Optioned Nevada Gold Mines LLC 2,659 - - - - (1,087) 1,572
Manhattan Gap U.S. Optioned Stampede Metals Corp. 2,547 - - - - (345) 2,202
Raven U.S. Sold Black Mammoth Metals Corporation 644,847 - - (633,171) - (11,677) -
Spring Peak U.S. Optioned Acme Company Limited 246,132 - - - - (194) 245,938
Pearl String U.S. Optioned Barrick Gold Corporation 2,969 79,662 - - - (61) 82,570
Llano del Nogal Mexico Available 419,559 151,184 - - - (2,705) 568,038
La Verdad Mexico - 65,931 - - - - (4,679) 61,252
Agua Zarca Mexico - 70,470 - - - - (8,554) 61,916
La Rica Colombia Royalty Private Company 2,370,154 - - - - - 2,370,154
Lake Victoria Fields Kenya Royalty 170,350 - - - - - 170,350
Ending Balance $ 5,025,628 $ 1,170,328 $ (893,264) $ (183,595) $ - $ (29,171) $ 5,089,927

28


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

September 30, 2025 December 31, 2024
Trade payables $ 835,827 $ 577,460
Accrued liabilities 63,344 92,245
$ 899,171 $ 669,705

The average credit period of purchases is one month. The Company has financial risk management policies in place to ensure that all payables are paid within the agreed-upon credit terms.

12. COMMITMENTS AND CONTINGENCIES

I. Office Lease: Reno, Nevada – The Company entered into an office lease agreement for its Nevada operations commencing on April 1, 2022, expiring on March 31, 2028. Commitment outstanding within the next twelve months is $39,100 lease and operating costs, and the estimated remaining life of the lease is $71,850. These future payments were estimated on an undiscounted basis.

II. Office Lease: Vancouver, BC – The Company entered into a new office lease agreement for its Vancouver office commencing May 1, 2022, until April 30, 2028. Commitment outstanding within the next twelve months is $44,612 for lease and operating costs, and the estimate for the remaining life of the lease is $73,367. These future payments were estimated on an undiscounted basis.

III. Office Equipment Lease: Reno, Nevada – The Company entered into a new office equipment lease agreement for its Reno office commencing on November 1, 2023, until October 31, 2028. Commitment outstanding within the next twelve months is $1,979 for lease and operating costs, and the estimate for the remaining life of the lease is $4,122. These future payments were estimated on an undiscounted basis.

See Note 8 on addition to right-of-use assets and lease liabilities.

Less than one year One to four years Total
Canada
Office Lease $ 44,612 $ 73,367 $ 117,978
US
Office Equipment Lease 1,979 4,122 6,101
Office Lease 39,100 71,850 110,951
$ 85,691 $ 149,339 $ 235,030

OROGEN ROYALTIES INC.
(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

13. NET PARENT INVESTMENT

Prior to the completion of the Arrangement on July 9, 2025, TFN's net investment in Orogen's operations was presented as "Net Parent Investment," as Orogen shareholders did not yet possess a direct ownership interest in those operations. Upon the Closing Date of the Arrangement, Orogen remitted $17,291,823 in cash to TFN to settle transaction-related obligations, including corporate taxes, financial advisory fees, employment termination costs, and legal, professional, regulatory, and other associated expenses.

Net financing transactions with TFN as presented in the statement of cash flows represent the net contributions related to funding between TFN and the Company.

The following table reconciles the net parent investment of TFN over the two-year period:

Net parent investment September 30, 2025 December 31, 2024
Balance, Beginning of Period $ 50,239,371 $ 46,300,838
Net contributions from Parent prior to the Arrangement 752,001 3,938,533
Cash provided to Parent on completion of the Arrangement for transaction costs (17,291,823) -
Common shares issued on common-control transaction (33,699,549) -
Balance, End of the Period - 50,239,371

14. SHARE CAPITAL

(a) Authorized and issued

The Company's authorized share capital is an unlimited number of common shares without par value and as at September 30, 2025, the Company had 59,359,932 (December 31, 2024 - Nil) common shares outstanding.

Issuance of common shares

On July 9, 2025, the Company issued 52,603,174 common shares to TFN shareholders at an aggregate value of $77,852,694, or $1.48 per share, pursuant to the Arrangement (Note 3(c)). Under the terms of the Arrangement, Orogen acquired and assumed all assets and liabilities distributed by TFN, except for the 1.0% NSR royalty on the Arthur Gold project.

In connection with the completion of the Arrangement, Triple Flag provided strategic financing to the Company by investing gross proceeds of $10,000,000 at a price of $1.48 per share, resulting in the issuance of 6,756,757 common shares, representing 11.4% of issued and outstanding common shares.

On May 1, 2025, the Company issued one (1) incorporation common share with a stated value of $1.00. The Company was incorporated for the sole purpose of participating in the Arrangement.

30


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

14. SHARE CAPITAL (CONTINUED)

(b) Omnibus Equity Compensation Plan

At the Annual General and Special Meeting on June 27, 2025, the Company has adopted an Omnibus Equity Compensation Plan (the "Plan") that allows the Board of Directors of the Company to grant Stock Options, Restricted Share Units, Deferred Share Units and Performance Share Units to senior officers, employees, consultants, and Directors through the acquisition of common shares of the Company. The Plan is a "rolling up to 10%" as defined by Policy 4.4- Security Based Compensation of the TSX Venture Exchange. Pursuant to the plan, the number of shares that are issuable pursuant to the exercise of awards granted shall not exceed 10% of the issued shares of the Company as at the date of any award grant. Shareholders are required to adopt the Plan and re-approve it on a yearly basis thereafter.

After the adoption of the Plan, the Company introduced a comprehensive corporate compensation policy that included short-term and long-term incentive plans. The long-term incentive plan included the granting of stock-based compensation such as Stock Options, RSUs, and DSUs. RSUs and DSUs entitle employees, officers, and directors to common shares of the Company when the units are fully vested with vesting terms determined by the Company's Board of Directors at the time of grant.

As at September 30, 2025, the Company does not have any stock-based compensation awards outstanding. Subsequent to the end of the period, 2,000,000 incentive options were granted with a life of five years, an exercise price of $2.00, and vests of three years including 25% that will vest immediately followed by 25% on the first, second, and third anniversaries from the date of grant (Note 18).

15. RELATED PARTY TRANSACTIONS

For the period from January 1, 2025, through July 9, 2025, the Company's operations were directed by the key management personnel of TFN. Accordingly, the Company's financial statements reflect the allocation of TFN's expenses, including the full amount of compensation costs attributable to its key management personnel. This allocation was necessary due to the shared management structure during the transitional phase, ensuring that the Company's results accurately represent the resources utilized in overseeing its operations.

Key management personnel of the Company comprised Chief Executive Officer, Chief Financial Officer, Vice President Corporate Development, and Vice President Exploration, Chairman, and directors of the Company.

Transactions between the Company and related parties are disclosed below.

(a) Due to related parties

Included in accounts payable and accrued liabilities at September 30, 2025, $Nil (2024 - $Nil) was due to related parties.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

15. RELATED PARTY TRANSACTIONS (CONTINUED)

(b) Compensation of key management personnel

The remuneration paid to directors and other key management personnel during nine-month periods ended were as follows:

September 30, 2025 September 30, 2024
Salaries of senior executives (i)(iii) $ 732,873 $ 727,510
Short-term employee benefits (iii) 17,798 15,049
Non-executive directors' fees (iv) 158,966 154,481
Annual bonus of senior executives (i)(iii) 323,614 279,079
Share-based compensation (ii)(v) 446,277 546,344
$ 1,679,528 $ 1,722,463

(i) Senior executives include the Chief Executive Officer, Chief Financial Officer, Vice President Corporate Development, and Vice President Exploration.
(ii) Directors and Senior executives include the Chief Executive Officer, Chief Financial Officer, Vice President Corporate Development, and Vice President Exploration.
(iii) Remunerations paid are included in the Salaries and Support Services expense in the Condensed Consolidated Statement of Income and Comprehensive Income.
(iv) Remunerations paid are included in the Management and Professional fees expense in the Condensed Consolidated Interim Statement of Income and Comprehensive Income.
(v) Share-based compensation expense incurred before the Arrangement. These expenses are included in share-based compensation expense in the Condensed Consolidated Interim Statement of Income and Comprehensive Income.

32


OROGEN ROYALTIES INC.
(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

  1. SEGMENTED INFORMATION

Nine-month periods ended September 30, 2025, and 2024, the Company has two operating segments - mineral royalties and mineral exploration project generation within six geographic segments including Canada, United States, Mexico, Argentina, Kenya, and Colombia. The Company has one reportable segment. The Company has non-current assets by geographic areas as at September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025 Canada United States Mexico Kenya Colombia Total
Non-Current Assets:
Mineral property interests $ 412,728 $ 1,604,668 $ 186,267 $ 170,350 $ 2,370,154 $ 4,744,167
Property, plant and equipment 90,876 105,411 5,451 - - 201,738
Reclamation bond 115,834 - - - - 115,834
$ 619,438 $ 1,710,079 $ 191,718 $ 170,350 $ 2,370,154 $ 5,061,739
December 31, 2024 Canada United States Mexico Kenya Colombia Total
Non-Current Assets:
Mineral property interests $ 379,289 $ 793,293 $ 762,243 $ 170,350 $ 2,370,154 $ 4,475,329
Property, plant and equipment 118,433 139,687 7,316 - - 265,436
Reclamation bond 115,834 - - - - 115,834
$ 613,556 $ 932,980 $ 769,559 $ 170,350 $ 2,370,154 $ 4,856,599

The Company's mineral property revenues by geographic areas for the nine-month periods ended September 30, 2025, and 2024 are as follows:

September 30, 2025 Canada United States Mexico Total
Revenues:
Royalties revenue $ - $ - $ 6,456,044 $ 6,456,044
Gain from prospect generation activities 514,472 42,366 (581,051) (24,213)
Project management fees - (9,155) - (9,155)
$ 514,472 $ 33,210 $ 5,874,993 $ 6,422,676
September 30, 2024 Canada United States Mexico Total
Revenues:
Royalties revenue $ - $ - $ 5,504,992 $ 5,504,992
Gain from prospect generation activities 398,769 (582,364) - (183,595)
$ 398,769 $ (582,364) $ 5,504,992 $ 5,321,397

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

17. FINANCIAL RISK MANAGEMENT

(a) Fair value of financial instruments

The fair values of cash and cash equivalents, short term investments, trade receivable, accounts payable and accrued liabilities, and joint venture partner deposits approximate their carrying values due to the short-term to maturities of these financial instruments. The carrying value of most marketable securities has been based on quoted market prices, a Level 1 measurement according to the fair value hierarchy. The Company has some marketable securities of non-public companies which have a Level 3 measurement according to the fair value hierarchy and the fair value has been based on the underlying company's specific valuations including most recently completed transactions, market feedback or other market sources that supports fair value. As at September 30, 2025, the Company's marketable securities portfolio balance consisted of 92% of securities measured at Level 1 and 8% measured at Level 3. There were no reclassification or transfer of securities between Level 3 to Level 1 during the period.

(b) Categories of financial instruments

September 30, 2025 December 31, 2024
Financial Assets
FVTPL
Cash and cash equivalents $ 6,560,432 $ 14,328,737
Short term investments 11,124,753 8,555,787
Marketable securities 2,641,585 1,615,060
Loans and Receivables
Trade receivable 2,928,744 3,639,336
$ 23,255,514 $ 28,138,920
Financial Liabilities
Other Financial Liabilities
Accounts payable and accrued liabilities $ 899,172 $ 669,706
Short term lease liabilities 68,122 64,112
Joint venture partner deposit 238,693 310,800
Long term lease liabilities 137,178 192,558
$ 1,343,165 $ 1,237,176

The Company's financial instruments are exposed to certain financial risks, which include foreign currency risk, interest rate risk, credit risk, liquidity risk, commodity price risk, and other price risk. The Company's risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance. The Company's exposure to these risks and its methods of managing the risks remain consistent.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

17. FINANCIAL RISK MANAGEMENT (CONTINUED)

(c) Foreign currency risk

The Company incurs certain expenses in currencies other than the Canadian dollar. The Company is subject to foreign currency risk as a result of fluctuations in exchange rates. The Company manages this risk by maintaining bank accounts in US dollars and Mexican pesos ("MXN") to pay these foreign currency expenses as they arise. Receipts in foreign currencies are maintained in those currencies. The Company does not undertake currency hedging activities. The Company also does not attempt to hedge the net investment and equity of integrated foreign operations.

The carrying amount of the Company's foreign currency denominated monetary assets are as follows:

September 30, 2025 December 31, 2024
US(*) MXN(*) US(*) MXN(*)
Cash and cash equivalents $ 1,130,856 $ 3,265,343 $ 11,851,742 $ 96,177
Amounts receivable 2,723,956 90,961 3,375,510 78,774
Accounts payable and accrued liabilities (198,708) (380,892) (45,763) (431,353)
Joint venture partner deposits (198,693) - (270,800) -
Net assets denominated in foreign currency $ 3,457,411 $ 2,975,412 $ 14,910,689 $ (256,402)

*Figures in this table are Canadian dollars, converted from the foreign currency, at the closing exchange rate for that date.

The Company uses a sensitivity analysis to measure the effect on total assets of reasonably foreseen changes in foreign exchange rates. The analysis is used to determine if these risks are material to the financial position of the Company. Based on current market conditions, the Company has determined that a 10% change in foreign exchange rates would affect the fair value of total assets by -7.62% (December 31, 2024 - -8.59%).

The sensitivity of the Company's income and comprehensive income due to changes in the exchange rate between the Mexican peso and the Canadian dollar, and between the US dollar and the Canadian dollar are approximated in the tables below. The change, due to the effect of the exchange rate on financial instruments, is reported in these carve-out condensed consolidated interim statements of income and comprehensive income as foreign exchange gains (losses).

September 30, 2025 September 30, 2024
10% Increase in MNX: CAD Rate 10% Increase in USD: CAD Rate 10% Increase in MNX: CAD Rate 10% Increase in USD: CAD Rate
Change in net income and comprehensive income $ 262,733 $ 705,371 $ (91,336) $ 1,051,181

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

17. FINANCIAL RISK MANAGEMENT (CONTINUED)

(d) Interest rate risk

The Company's cash and cash equivalents consist of cash held in bank accounts and GICs that earn interest at a fixed interest rate. Future cash flows from interest income on cash and cash equivalents will be affected by declining cash balances. The Company manages interest rate risk by investing in short-term fixed interest financial instruments with varying maturity periods when feasible to provide access to funds as required. A 25-basis point change in interest rate would have an immaterial impact on comprehensive income based on the cash and cash equivalents at the end of the period.

Actual financial results for the coming year will vary since the balances of financial assets are expected to decline as funds are used for Company expenses.

(e) Credit risk

Credit risk is the risk of an unexpected loss if an exploration partner, counterparty or third party to a financial instrument fails to meet its contractual obligations. To reduce credit risk, cash and cash equivalents and short-term investments are on deposit at major financial institutions. The Company is not aware of any counterparty risk that could have an impact on the fair value of such investments. The carrying value of the financial assets represents the maximum credit exposure.

The Company minimizes credit risk by reviewing the credit risk of the counterparties to its arrangements on a periodic basis. The Company's concentration of credit risk and maximum exposure thereto is as follows:

September 30, 2025 December 31, 2024
Short-term money market instruments $ 76,242 $ 68,166
Cash bank accounts 6,484,190 14,260,571
Short term investments 11,124,753 8,555,787
Marketable securities 2,641,585 1,615,060
Trade receivable 2,928,744 3,639,336
$ 23,255,514 $ 28,138,920

At September 30, 2025, the Company's short-term money market instruments were invested in GICs earning annual interest rates of 3.22% to 3.50% (December 31, 2024 - 3.50% to 5.65%). All trade receivables with current and outstanding balances were received subsequent to the period ended.


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

17. FINANCIAL RISK MANAGEMENT (CONTINUED)

(f) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company's normal operating requirements on an ongoing basis, including exploration plans. The Company attempts to ensure that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations, holdings of cash and cash equivalents and short-term investments.

The Company's policy is to invest its excess cash in highly liquid, fully guaranteed, bank-sponsored instruments. The Company staggers the maturity dates of its investments over different time periods when it is feasible to maximize interest earned. The Company has invested part of the excess cash flow through a financial institution.

Joint venture partner deposits are advances received from partners on projects where the Company is the operator. These advances fund exploration work that is planned and budgeted within six to twelve months. These advances are reduced monthly as recoveries toward exploration expenses incurred.

The following table summarizes the Company's significant liabilities and corresponding maturities.

Due Date September 30, 2025 December 31, 2024
0-90 days $ 916,202 $ 685,734
91-365 days 693,558 456,630
365+ days 137,178 192,558
Joint venture partner deposits 238,693 310,800
$ 1,985,631 $ 1,645,722

(g) Capital management

The Company's primary objective in capital management is to preserve its assets while maximizing shareholder value and delivering benefits to all stakeholders. This objective is pursued through the identification and acquisition of mineral property prospects with the potential to generate returns via the creation of profitable royalties, whether through sale transactions or earn-in agreements. These objectives have remained consistent with prior periods.

The Company actively monitors and adjusts its capital structure in response to prevailing economic conditions and the risk profile of its underlying assets. To support its capital strategy, the Company may issue common shares or other equity instruments as deemed appropriate. The Company is not subject to any externally imposed capital requirements.

37


OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)

Notes to the Condensed Consolidated Interim Financial Statements

Nine-Month Periods Ended September 30, 2025 and 2024

(Unaudited - Expressed in Canadian Dollars)

17. FINANCIAL RISK MANAGEMENT (CONTINUED)

(h) Commodity price risk

The Company's royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered. Consequently, the economic viability of the Company's royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

(i) Market risk

The Company holds a portfolio of marketable securities that consists of both private and publicly traded companies. The value of these securities is at risk of fluctuation, and it is driven by security specific and market specific risks. The Company has no control over the volatility of its value and does not hedge its investments. Based on the September 30, 2025, portfolio value, a 10% increase or decrease in the fair market value of these securities would increase or decrease net shareholders' equity by approximately $264,159 (December 31, 2024 - $161,506).

(j) Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk and foreign currency risk.

18. SUBSEQUENT EVENTS

(a) On October 15, 2025, the Company signed a purchase and sale agreement with a wholly owned subsidiary of Altitude whereby Altitude has acquired a 100% interest in the Firenze gold project. Altitude paid a total of US$130,000 in cash and US$300,000 of common shares of Altitude. Altitude also granted a 3% NSR royalty of which 1% can be purchased for US$1.5 million.

Pursuant to the terms of the Altius Alliance, total considerations from the sale of the project will be split evenly between Altius and Orogen, including the NSR royalty (Note 10).

In November, all considerations were received by the Company including US$65,000 in cash and 6,126,175 common shares of Altitude with a fair value of US$150,000 in November.

(b) On October 30, 2025, the Company received US$1.0M from Nevada Gold Mines LLC for the third anniversary payment of the November 4, 2022, option agreement on the Maggie Creek project.


39

OROGEN ROYALTIES INC.

(formerly 1537944 BC Ltd.)
Notes to the Condensed Consolidated Interim Financial Statements
Nine-Month Periods Ended September 30, 2025 and 2024
(Unaudited - Expressed in Canadian Dollars)

18. SUBSEQUENT EVENTS (CONTINUED)

(c) On November 5, 2025, the Company granted 2,000,000 incentive stock options to directors, officers, employees and consultants. The grant has been authorized pursuant to the Company's Omnibus Equity Incentive Compensation Plan that was approved by shareholders June 27, 2025. These stock options have a life of five years, an exercise price of $2.20, and will vest over three years including 25% that will vest immediately followed by 25% on the first, second, and third anniversaries from the date of grant.