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