OROGEN

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

RELATING TO THE

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF

OROGEN ROYALTIES INC.

TO BE HELD ON JUNE 27, 2025

Dated as of May 28, 2025

These materials are important and require your immediate attention. The securityholders of Orogen Royalties Inc. are required to make important decisions. If you have questions as to how to deal with these documents or the matters to which they refer, please contact your financial, legal or other professional advisor. If you have questions or require more information with regard to the procedures for voting, please contact our proxy solicitation agent, Laurel Hill Advisory Group, by: (i) telephone, toll-free for Shareholders in North America at 1.877.452.7184, or collect call for Shareholders outside of North America at 416.304.0211; or (ii) email at [email protected].

OROGEN

LETTER TO SECURITYHOLDERS

May 28, 2025

Dear Shareholders of Orogen Royalties Inc.:

This is an exciting time to be a shareholder of Orogen Royalties Inc. We are pleased to provide details in this Management Information Circular surrounding an upcoming annual general and special meeting (the "Meeting") which we believe validates the tremendous growth in value that our royalty on the Expanded Silicon project has provided our shareholders, and crystallizing that value is an important part of Orogen's business strategy.

The board of directors (the "Board") of Orogen Royalties Inc. (the "Company" or "Orogen") invites you to attend the Meeting of the holders (the "Company Shareholders") of common shares in the capital of the Company ("Company Shares") to be held on June 27, 2025 at 10:00 a.m. (Pacific time) at the head offices of the Company located at 1015 – 789 West Pender Street, Vancouver, British Columbia, V6C 1H2.

THE ARRANGEMENT

As set out in the attached notice of meeting (the "Notice"), the Company Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") to approve a proposed arrangement (the "Arrangement"), contemplated by the arrangement agreement (the "Arrangement Agreement") entered into by the Company and Triple Flag Precious Metals Corp. (the "Purchaser" or "Triple Flag") on April 21, 2025. Pursuant to the terms of the Arrangement Agreement:

(i) prior to the completion of the Arrangement, the Company will complete a pre-closing reorganization (the "Company Pre-Closing Reorganization") to transfer to a wholly-owned subsidiary of the Company, 1537944 B.C. Ltd. (to be renamed "Orogen Royalties Inc.") ("SpinCo") all of the assets and liabilities of the Company other than the 1.0% net smelter return ("NSR") royalty over the Expanded Silicon Project (as defined herein) granted pursuant to the deed with reservation of royalty Silicon Project dated June 1, 2020 between Renaissance Exploration, Inc. and AngloGold Ashanti North America Inc. (the "Silicon Royalty Agreement") and certain associated assets and liabilities specified in the Arrangement Agreement;

(ii) pursuant to the terms of the Arrangement Agreement by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement") the authorized share capital of the Company will be amended to create a new class of shares in the capital of the Company designated as Class A Shares ("Class A Shares");

(iii) pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, the Company shall undergo a reorganization of capital pursuant to which (a) each Company Share (other than those Company Shares issued to holders of restricted share units of the Company (each, an "RSU") or deferred share units of the Company (each, a "DSU") under the Arrangement) will be exchanged for one Class A Share and 0.25 of a common share of SpinCo (each, a "SpinCo Share"), and (b) each Company Share issued to holders of RSUs and DSUs under the Arrangement will be

exchanged for one Class A Incentive Share in the capital of the Company (each, a “Class A Incentive Share”) and 0.25 of a SpinCo Share; and

(iv) pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, following the exchange of Company Shares described above, the Purchaser will acquire all of the issued and outstanding Class A Shares (including all Class A Incentive Shares) by way of the Plan of Arrangement.

Under the terms of the Arrangement Agreement, which was negotiated at arm’s length, each Company Shareholder (other than those Company Shareholders who validly exercise their dissent rights (the “Dissenting Shareholders”)), will receive, at such Company Shareholder’s election, in each case subject to proration (as further described under “The Arrangement – Election and Proration of Securities”), on the closing of the Arrangement: (i) C$1.63 in cash for each Company Share held (the “All Cash Consideration”); or (ii) 0.05355 of a common share in the capital of the Purchaser (each whole share, a “Purchaser Share”) for each Company Share held (the “All Purchaser Share Consideration”). In addition to the foregoing, each Company Shareholder (other than those Dissenting Shareholders), will receive 0.25 of a SpinCo Share for each Company Share held (the “SpinCo Share Consideration”). The SpinCo Share Consideration, together with the cash consideration to be paid to Company Shareholders and holders of Company Incentive Securities (the “Cash Consideration”) and the Purchaser Shares to be issued to Company Shareholders and holders of Company Incentive Securities (the “Purchaser Share Consideration”), as applicable, the “Consideration”. Company Shareholders who do not make an election prior to the Election Deadline (as defined herein) will be deemed to have elected the All Purchaser Share Consideration in respect of each Company Share held, subject to proration.

Pursuant to the Plan of Arrangement, each outstanding RSU and DSU will be deemed to be fully vested and surrendered to the Company in exchange for an entitlement to receive one Company Share, which pursuant to the Plan of Arrangement will entitle the applicable holder to the SpinCo Share Consideration and one Class A Incentive Share, which Class A Incentive Share will be deemed to have elected to receive All Cash Consideration, subject to proration.

In respect of Options, it is anticipated that all Options will be terminated in accordance with an Optionholder Termination Agreement (each, a “Cash-Out Option”). Such Optionholder Termination Agreement shall provide, among other things, that (i) the applicable holder of Options (the “Optionholder”) shall pay to the Company no later than five (5) business days prior to the effective date of the Arrangement all withholding taxes and any other applicable source deductions that arise in respect of the termination of such Options, and (ii) a full and final release by the Optionholder in favour of the Company in relation to the terminations of the Options thereunder. Any Option that is not a Cash-Out Option shall be a “Cancelled Option”.

Pursuant to the Plan of Arrangement, all Cash-Out Options will be surrendered to the Company and cancelled in exchange for such number of SpinCo Shares and Class A Shares that the holder of the Cash-Out Options is entitled to acquire pursuant to the applicable Optionholder Termination Agreement. For any Cash-Out Option for which there is an amount of taxes required to be deducted and withheld by the Company in respect of their surrender (a “Withholding Deficit”) at the effective time of the Arrangement (the “Effective Time”), the Purchaser shall be entitled to set-off the Cash Consideration payable to such former holder of Cash-Out Options against any indebtedness owing by such former holder of Cash-Out Options. For Cash-Out Options for which there is no Withholding Deficit at the Effective Time, the holder of such Cash-Out Options will be entitled to such number of SpinCo Shares, and, at the election of the holder, either the All Purchaser Share Consideration or the All Cash Consideration, subject to proration, that the holder of the Cash-Out Options is entitled to acquire pursuant to the applicable Optionholder Termination Agreement. All Cancelled Options will be deemed to be exercised in exchange for such number

of SpinCo Shares and Class A Incentive Shares, which Class A Incentive Shares will be deemed to have elected to receive All Cash Consideration, subject to proration, that such holder would have received if such holder had exercised such Cancelled Options and took part in the exchange as a holder of Company Shares in accordance with the Plan of Arrangement. All consideration payable to holders of Company Shares, DSUs, RSUs and Options of the Company (“Options”) will be subject to withholding amounts.

All Cancelled Options will be deemed to be exercised in exchange for such number of SpinCo Shares and Class A Incentive Shares, which Class A Incentive Shares will be deemed to have elected to receive All Cash Consideration, subject to proration, that such holder would have received if such holder had exercised such Cancelled Options and took part in the exchange as a holder of Company Shares in accordance with the Plan of Arrangement. All consideration payable to holders of Company Shares, DSUs, RSUs and Options will be subject to withholding amounts.

On completion of the Arrangement, (i) the Purchaser will indirectly hold the Silicon Royalty Agreement through its acquisition of all of the issued and outstanding Company Shares, (ii) SpinCo will hold all of the assets and liabilities of the Company except for the Silicon Royalty Agreement and certain associated assets and liabilities specified in the Arrangement Agreement, and (iii) Company Shareholders will own 100% of the issued and outstanding SpinCo Shares. A more detailed description of the Arrangement and SpinCo is set forth in the attached Management Information Circular (the “Company Circular”).

OTHER BENEFITS OF THE ARRANGEMENT TO COMPANY SHAREHOLDERS

The Board and the special committee of independent directors established by the Board (the “Special Committee”), after having reviewed advice from its legal and financial advisors and a significant amount of technical, financial and operational information relating to the Expanded Silicon Project and the Purchaser, considered a number of factors and reasons in reaching its conclusions and formulating its recommendations. The determination of the Board and the Special Committee is based on various factors including those described under the headings “The Arrangement — Background to the Arrangement” and “The Arrangement — Reasons for the Recommendation of the Board”.

A form separate to the Letter of Transmittal will also be circulated to holders of RSUs and DSUs to be completed prior to the Election Deadline.

ELECTION

If you are a registered Company Shareholder, please also note that in order to make your election to receive the All Cash Consideration or the All Purchaser Share Consideration, in each case, subject to proration, you must submit the enclosed letter of transmittal and election form (the “Letter of Transmittal and Election Form”) by the deadline provided, being 4:00 p.m. (Pacific Time) on June 24, 2025, or, if the Meeting is adjourned or postponed, no later than 72 hours (excluding Saturdays, Sundays and statutory holidays in the Provinces of British Columbia and Ontario) before the adjourned Meeting is reconvened or the postponed Meeting is convened (the “Election Deadline”). Please refer to the Company Circular and the Letter of Transmittal and Election Form. If an election is not made in accordance with the instructions in the Letter of Transmittal and Election Form, you will be deemed to have made an election to receive the All Purchaser Share Consideration in respect of all Company Shares, subject to proration. If you are a beneficial Company Shareholder (i.e. a Company Shareholder who holds your Company Shares through a broker, custodian, nominee or other intermediary), you should follow the instructions provided by your intermediary to make your election.

Company Shareholders who choose not to vote, or to vote against the Arrangement Resolution, may still make their election as described above by completing the election portion of the Letter of Transmittal and Election Form accompanying the Company Circular prior to the Election Deadline.

REQUIRED APPROVALS

To become effective, the Arrangement Resolution must be approved by at least: (i) 66⅔% of the votes cast by Company Shareholders present represented by proxy and entitled to vote at the Meeting, voting together as a single class, which also satisfies the TSX-V requirement that the Arrangement be approved by Company Shareholders; and (ii) a majority of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Meeting excluding the votes of Company Shares held or controlled by “interested parties” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). See “The Arrangement – MI 61-101 Protection of Minority Security Holders in Special Transactions”.

Completion of the Arrangement is also subject to regulatory approvals and approvals of the Supreme Court of British Columbia (the “Court”), as well as certain customary conditions, including the listing of the SpinCo Shares on the TSX-V (the “Regulatory Approvals”).

OTHER MATTERS TO BE ACTED UPON AT THE MEETING

In addition, at the Meeting, the Company Shareholders will also be asked (i) to receive and consider the consolidated financial statements of the Company for the financial period ended December 31, 2024, together with the auditors’ report thereon, (ii) to fix the number of directors of the Company at five (5), (iii) to elect the directors of the Company for the ensuing year, (iv) to appoint the auditor of the Company for the ensuing year, (v) to authorize the directors to fix the auditors’ remuneration for the ensuing year and (vi) to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution of the Company Shareholders (the “Omnibus Plan Resolution”) approving the omnibus equity incentive plan of SpinCo (the “SpinCo Omnibus Plan”) or, if the Arrangement Resolution is not approved, approving the omnibus equity incentive compensation plan of the Company, as more particularly described in the accompanying Company Circular.

BOARD RECOMMENDATION

After careful consideration of the terms and conditions of the Arrangement, the Special Committee has unanimously recommended that the Board approve the Arrangement Agreement and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution. The Board, after consulting with outside legal and financial advisors and the recommendation of the Special Committee, has unanimously determined that the Arrangement is in the best interests of the Company, and unanimously recommends that Company Shareholders vote FOR the Arrangement Resolution.

The attached Company Circular contains a detailed description of the reasons for the determinations and recommendations of the Board. The attached Company Circular contains a detailed description of the Arrangement and includes certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Company Circular. If you require assistance, you should consult your financial, legal, or other professional advisors.

Your vote is important regardless of the number of Company Shares you own. Please see “General Proxy Information” in the attached Company Circular for detailed instructions regarding the various options for voting your Company Shares.

While certain matters, such as the timing of the receipt of Court approval for the Arrangement, are beyond the control of the Company, if the Arrangement Resolution is passed by the requisite (i) 66% of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Meeting, and (ii) a majority of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Meeting excluding the votes of Company Shares held or controlled by “interested parties” as defined under MI 61-101, it is anticipated that the Arrangement will be completed and become effective as soon as practicable following receipt of the Final Order.

If you have any questions or require assistance with voting, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by: (i) telephone, toll-free for Shareholders in North America at 1.877.452.7184, or collect call for Shareholders outside of North America at 416.304.0211; or (ii) email at [email protected].

On behalf of the Company, our management team and the Board, I would like to thank all Company Shareholders for their continuing support.

Sincerely,

(Signed) “J. Patrick Nicol”

J. PATRICK (PADDY) NICOL
President and Chief Executive Officer
of Orogen Royalties Inc.

OROGEN

OROGEN ROYALTIES INC.

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “Meeting”) of the shareholders (the “Company Shareholders”) of Orogen Royalties Inc. (the “Company”) to be held at 10:00 a.m. (Pacific Time) on June 27, 2025, for the following purposes:

For Company Shareholders to consider, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix “A” to the accompanying management information circular (the “Company Circular”), to approve a statutory plan of arrangement (the “Arrangement”) involving the Company, Triple Flag Precious Metals Corp. (“Triple Flag” or the “Purchaser”) and 1537944 B.C. Ltd. (“SpinCo”) and Company Shareholders under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (“BCA”) whereby, among other things, the Purchaser will acquire all of the issued and outstanding common shares of the Company, following the transfer of all assets and liabilities of the Company, excluding the 1.0% NSR royalty over the Expanded Silicon Project, to SpinCo, all as more particularly described in the Company Circular;
To receive and consider the consolidated financial statements of the Company for the financial period ended December 31, 2024, together with the auditors’ report thereon;
To fix the number of directors of the Company at five (5);
To elect the directors of the Company for the ensuing year;
To appoint the auditor of the Company for the ensuing year;
To authorize the directors to fix the auditors’ remuneration for the ensuing year;
To consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution of the Company Shareholders (the “Omnibus Plan Resolution”) approving the omnibus equity incentive plan (the “SpinCo Omnibus Plan”) of SpinCo, the full text of which is set out in Appendix “I” of the accompanying Company Circular; and
To transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Company Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement, and is deemed to form part of this Notice of Meeting. The record date for the determination of Company Shareholders entitled to receive notice of and to vote at the Meeting has been set at the close of business on May 20, 2025 (the “Record Date”). Only Company Shareholders whose names have been entered in the register of Company Shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Registered Company Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and deposit the enclosed form of proxy by mail to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”). To be effective, the form of proxy must be deposited with Computershare, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, by 10:00 a.m. (Pacific Time) on June 25, 2025 (or before 48 hours, excluding Saturdays, Sundays and bank holidays before any adjournment or postponement of the Meeting at which the proxy is to be used).

Non-registered Company Shareholders should refer to the section in the Company Circular entitled “General Proxy Information – Non-Registered Shareholders” for information on how to vote their Company Shares. Non-registered Company Shareholders who do not complete and return the materials in accordance with such instructions may lose the right to vote at the Meeting.

Registered Company Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement Resolution becomes effective, to be paid the fair value of their Company Shares in accordance with Division 2 of Part 8 of the BCA, as modified by the Plan of Arrangement and the Interim Order. A Company Shareholder’s right to dissent is more particularly described in the Company Circular and the BCA is set forth in Appendix “K” to the Company Circular. Please refer to the Company Circular under the heading “Dissent Rights” for a description of the right to dissent in respect of the Arrangement Resolution.

Failure to strictly comply with the requirements set forth in Division 2 of Part 8 of the BCA, as modified by Article 3 of the Plan of Arrangement, and the Interim Order, with respect to the Arrangement may result in the loss of any right to dissent. Persons who are beneficial owners of Company Shares registered in the name of a broker, custodian, nominee, or other intermediary who wish to dissent should be aware that only registered Company Shareholders are entitled to dissent. Accordingly, a beneficial owner of Company Shares desiring to exercise the right to dissent must arrange for the Company Shares beneficially owned by such holder to be registered in such holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered Company Shareholders of the Company Shares beneficially owned by such holder to dissent on behalf of the holder.

The Company has retained Laurel Hill Advisory Group as its strategic shareholder advisor and proxy solicitation agent to assist in securing the return of completed proxies and to solicit proxies as it pertains to this Meeting. If you have questions or require more information with regard to the procedures for voting, please contact Laurel Hill Advisory Group, by: (i) telephone, toll-free for Shareholders in North America at 1.877.452.7184, or collect call for Shareholders outside of North America at 416.304.0211; or (ii) email at [email protected].

[Remainder of Page Intentionally Left Blank]

DATED at Vancouver, British Columbia this 28th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF OROGEN ROYALTIES INC.

(Signed) “J. Patrick Nicol”

J. PATRICK (PADDY) NICOL
President and Chief Executive Officer
of Orogen Royalties Inc.

TABLE OF CONTENTS
Page

GLOSSARY OF TERMS 1

GENERAL 15
INFORMATION CONTAINED IN THIS COMPANY CIRCULAR 15
INFORMATION CONTAINED IN THIS COMPANY CIRCULAR REGARDING THE PURCHASER 15
CURRENCY AND EXCHANGE RATES 16
FORWARD-LOOKING INFORMATION 16
SCIENTIFIC AND TECHNICAL INFORMATION 18
NOTE TO UNITED STATES COMPANY SECURITYHOLDERS 19
PROXY SOLICITATION AGENT 20

SUMMARY 20
THE MEETING 20
THE ARRANGEMENT 21
REGULATORY MATTERS AND APPROVALS 30
TRANSACTION AGREEMENTS 32
RISK FACTORS 33
DISSENT RIGHTS 33
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 33
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 35
INFORMATION CONCERNING THE COMPANY 36
INFORMATION CONCERNING SPINCO 36
INFORMATION CONCERNING THE PURCHASER 36
INFORMATION CONCERNING THE COMBINED COMPANY 36
OTHER MATTERS TO BE ACTED UPON AT THE MEETING 36

GENERAL PROXY INFORMATION 37
SOLICITATION OF PROXIES 37
APPOINTMENT AND REVOCATION OF PROXIES 37
NON-REGISTERED SHAREHOLDERS 39
VOTING OF COMPANY SHARES REPRESENTED BY MANAGEMENT PROXIES 40
APPROVAL THRESHOLDS 41
QUORUM 41
VOTING SECURITIES AND PRINCIPAL HOLDERS 41

THE ARRANGEMENT 42
DETAILS OF THE ARRANGEMENT 42
COMPANY PRE-CLOSING REORGANIZATION 43
SPINCO PRIVATE PLACEMENT 43
BACKGROUND TO THE ARRANGEMENT 43
RECOMMENDATION OF THE BOARD 47
REASONS FOR THE RECOMMENDATION OF THE BOARD 48
FAIRNESS OPINION 50
INTERESTS OF CERTAIN PERSONS IN THE ARRANGEMENT 51
MI 61-101 PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL TRANSACTIONS 52
PRINCIPAL STEPS OF THE ARRANGEMENT 55
TREATMENT OF COMPANY INCENTIVE SECURITIES 60
ELECTION AND PRORATION OF SECURITIES 61
SOURCE OF FUNDS FOR THE ARRANGEMENT 64
EXCHANGE OF COMPANY SHARES 64
NO FRACTIONAL SHARES TO BE ISSUED 65
NO FRACTIONAL CASH CONSIDERATION 66

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TABLE OF CONTENTS
(continued)

Page

WITHHOLDING RIGHTS ... 66
TIMING FOR COMPLETION OF THE ARRANGEMENT ... 66
FEES AND EXPENSES ... 67

REGULATORY MATTERS AND APPROVALS ... 67
SHAREHOLDER APPROVAL ... 67
COURT APPROVALS ... 67
REGULATORY APPROVALS ... 68
STOCK EXCHANGE LISTING APPROVAL AND DELISTING MATTERS ... 69
CANADIAN SECURITIES LAW MATTERS ... 69
UNITED STATES SECURITIES LAW MATTERS ... 70

TRANSACTION AGREEMENTS ... 72
ARRANGEMENT AGREEMENT ... 72
VOTING AND SUPPORT AGREEMENTS ... 93

RISK FACTORS ... 95
RISK ASSOCIATED WITH THE ARRANGEMENT ... 95
RISK FACTORS RELATING TO SPINCO FOLLOWING COMPLETION OF THE ARRANGEMENT ... 100
RISK FACTORS RELATING TO THE COMBINED COMPANY ... 100
RISKS FOR COMPANY SHAREHOLDERS WHO ARE U.S. HOLDERS ... 101

DISSENT RIGHTS ... 102

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 104
CURRENCY ... 104
HOLDERS RESIDENT IN CANADA ... 104

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ... 113
U.S. FEDERAL INCOME TAX CHARACTERIZATION OF THE ARRANGEMENT ... 114
RECEIPT OF SPINCO SHARES PURSUANT TO THE ARRANGEMENT ... 115
RECEIPT OF THE ALL CASH CONSIDERATION, ALL PURCHASER SHARE CONSIDERATION OR COMBINATION THEREOF PURSUANT TO THE ARRANGEMENT ... 116
U.S. HOLDERS EXERCISING DISSENT RIGHTS ... 116
POTENTIAL APPLICATION OF THE PFIC RULES TO THE ARRANGEMENT ... 116
U.S. FEDERAL INCOME TAX CONSEQUENCES RELATED TO THE OWNERSHIP AND DISPOSITION OF SPINCO SHARES AND PURCHASER SHARES ... 118
PASSIVE FOREIGN INVESTMENT COMPANY RULES ... 119
ADDITIONAL CONSIDERATIONS ... 124

INFORMATION CONCERNING THE COMPANY ... 126
INFORMATION CONCERNING SPINCO ... 127
INFORMATION CONCERNING THE PURCHASER ... 127
INFORMATION CONCERNING THE COMBINED COMPANY ... 127

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING ... 127
THE ARRANGEMENT RESOLUTION ... 127
OTHER MATTERS TO BE ACTED UPON AT THE MEETING ... 128
FINANCIAL STATEMENTS, AUDIT REPORT AND MANAGEMENT’S DISCUSSION & ANALYSIS ... 128
ELECTION OF DIRECTORS ... 128
APPOINTMENT AND REMUNERATION OF AUDITOR ... 133
OMNIBUS PLAN RESOLUTION ... 134

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TABLE OF CONTENTS
(continued)

Page

OTHER INFORMATION 142
CORPORATE GOVERNANCE 142
EXECUTIVE COMPENSATION 147
MANAGEMENT CONTRACTS 158
COMPENSATION OF NON-EXECUTIVE DIRECTORS 164
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 167
OTHER MATTERS 167
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 167
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 167
INTERESTS OF EXPERTS 168
ADDITIONAL INFORMATION 168

LEGAL MATTERS 168
APPROVAL OF DIRECTORS 168

APPENDIX A – ARRANGEMENT RESOLUTION A-1
APPENDIX B – PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BCA B-1
APPENDIX C – OPINION OF NATIONAL BANK FINANCIAL INC. C-1
APPENDIX D – NOTICE OF HEARING OF PETITION AND INTERIM ORDER D-1
APPENDIX E – INFORMATION CONCERNING THE COMPANY E-1
APPENDIX F – INFORMATION CONCERNING SPINCO F-1
APPENDIX G – INFORMATION CONCERNING THE PURCHASER G-1
APPENDIX H – INFORMATION CONCERNING THE COMBINED COMPANY H-1
APPENDIX I – SPINCO OMNIBUS PLAN I-1
APPENDIX J – OMNIBUS PLAN RESOLUTION J-1
APPENDIX K – SECTIONS 237 - 247 OF THE BCA K-1
APPENDIX L – AUDIT COMMITTEE CHARTER L-1

-iii-

GLOSSARY OF TERMS

The following terms used in the Company Circular have the meanings set forth below.

“1933 Act” means the United States Securities Act of 1933, as amended;

“1934 Act” means the United States Securities Exchange Act of 1934, as amended;

“3(a)(10) Securities” means, one or more, as applicable, of the Company Shares to be issued to the holders of RSUs and DSUs pursuant to the Arrangement and the Class A Shares (including the Class A Incentive Shares) in the capital of the Company, the SpinCo Shares and the Purchaser Share Consideration, in each case issuable to Company Shareholders and holders of the Company Incentive Securities pursuant to the Arrangement;

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction between the Company and/or one or more of its wholly-owned Subsidiaries, any written or oral offer, proposal or inquiry from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser or any affiliate of the Purchaser) relating to, in each case whether in a single transaction or a series of related transactions: (i) any direct or indirect sale or disposition (or any alliance, joint venture, lease, license, long-term supply agreement or other arrangement having a similar economic effect as a sale or disposition) of assets (including shares of any Subsidiary of the Company) of the Company or any of its Subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated annual revenue of the Company and its Subsidiaries; (ii) any direct or indirect acquisition, purchase, take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company or any of its Subsidiaries (or securities convertible into or exchangeable for such voting or equity securities) then outstanding; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding-up involving the Company or any of its Subsidiaries; or (iv) any other transaction or series of transactions involving the Company or any of its Subsidiaries that would have a similar effect as the foregoing, the consummation of which could reasonably be expected to impede, interfere with, prevent or delay the transactions or reduce the benefits to the Purchaser contemplated by this Agreement or the Arrangement;

“Affected Securityholders” means, collectively, Company Shareholders and the holders of Company Incentive Securities;

“affiliate” has the meaning ascribed thereto in the Arrangement Agreement;

“All Cash Consideration” means, for each Class A Share, C$1.63 in cash;

“All Purchaser Share Consideration” means, for each Class A Share, 0.05355 of a Purchaser Share;

“Altius” means Altius Minerals Corporation;

“Arrangement” means an arrangement under Division 5 of Part 9 of the BCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or Article 6 hereof or made at the direction of the

Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Agreement" means the agreement dated as of April 21, 2025 among the Company and the Purchaser, together with the schedules attached thereto, as amended, supplemented or restated in accordance therewith prior to the Effective Date, providing for, among other things, the Arrangement;

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement considered at the Meeting;

"Auditor Resolution" has the meaning ascribed thereto under the heading "Appointment and Remuneration of Auditor" in this Company Circular;

"Authorization" has the meaning ascribed thereto in the Arrangement Agreement;

"BCA" means the Business Corporations Act, S.B.C. 2002, c. 57;

"Board" means the board of directors of the Company;

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Vancouver, British Columbia or New York, New York;

"Cancelled Option" means an Option that is not a Cash-Out Option;

"Cash Adjustment Factor" means a number, rounded to four decimal places, equal to one minus the Purchaser Share Proration Factor;

"Cash Consideration" means, for each Company Share held, C$0.815 in cash;

"Cash Election" has the meaning ascribed thereto in Section 2.4(a)(i) of the Plan of Arrangement;

"Cash Proration Factor" means the quotient, rounded to four decimal places, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the Total Elected Cash Consideration;

"Cash-Out Option" means an Option which is terminated in accordance with an Optionholder Termination Agreement;

"CBCA" means the Canada Business Corporations Act (R.S.C., 1985, c. C-44);

"Class A Incentive Shares" means the Class A Shares issued to former holders of RSUs, DSUs, Cancelled Options and Cash-Out Options pursuant to Section 2.3(h)(i)(b), Section 2.3(i) and Section 2.3(j) of the Plan of Arrangement;

"Class A Shares" means the Class A Shares in the capital of the Company to be created and issued pursuant to the terms thereof;

"Closing" has the meaning ascribed thereto in Section 2.7(2) of the Arrangement Agreement;

"Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor thereto;

"Combined Company" means the Purchaser and the Company collectively following the completion of the Arrangement;

"Company" means Orogen Royalties Inc.;

"Company Acquired Entities" means the Company, Renaissance Gold Inc. and Renaissance Exploration Inc.;

"Company Arrangement Shares" has the meaning ascribed thereto in the Arrangement Agreement;

"Company Cash" means the free cash of the Company Acquired Entities at the applicable time;

"Company Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Affected Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

"Company Contractor" means an independent contractor or consultant who provides services to the Company or any of its Subsidiaries;

"Company Disclosure Letter" means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with this Agreement;

"Company Employees" means the officers and employees of the Company and its Subsidiaries;

"Company Incentive Securities" means, collectively, the Options, DSUs and RSUs;

"Company Material Adverse Effect" means any change, event, occurrence, effect, circumstance or development that, individually or in the aggregate with other such changes, events, occurrences, effects, circumstances or developments, has, has had or would reasonably be expected to have, a material adverse effect on (x) the business, assets, Liabilities, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (y) the Specified Assets, including with respect to any underlying properties, operations or assets, or (z) the ability of the Company to perform its obligations hereunder and consummate the transactions contemplated hereby; provided, however, that "Company Material Adverse Effect" shall not include any change, event, occurrence or development, arising out of, resulting from or attributable to (a) conditions or effects that generally affect the industries in which the Company operates, (b) any regional, national or international economic, financial, banking, inflationary, capital, regulatory, social, political, labour or market conditions (including the outbreak or escalation of hostilities, acts of war (declared or undeclared), sabotage or acts of terrorism, political instability, or any temporary facility takeover for emergency purposes) (including changes therein), (c) any earthquakes, floods, hurricanes, or other natural disasters, disease, crisis, emergency, epidemic, pandemic, general outbreaks of illness or other public health crisis, or acts of God or any governmental or other response to any of the foregoing, in each case whether or not involving Canada, the United States of America or any other region where the Company or any Subsidiary conducts business or has operations, (d) changes in interest, currency or exchange rates, trade tariff developments, or the price of any commodity, security or market index, (e) changes in legal or regulatory conditions, including changes or proposed changes in Laws or accounting principles or requirements, standards, interpretations or enforcement thereof after the date of this Agreement, (f) effects resulting from changes in the global economy, financial, banking or securities markets or any change in the market price or trading volume of any securities of the Company (it being

understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred), (g) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement, or (h) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings, cash flows or other financial operating metrics (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred), except, in the case of each of clauses (a), (b), (c), (d) and (e), to the extent such change, event, occurrence, circumstance or development has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Company and its Subsidiaries conduct business. For the avoidance of doubt, a Company Material Adverse Effect shall be measured only against past performance of the Company, taken as a whole, and not against any forward-looking statements, financial projections or forecasts;

"Company Pre-Closing Reorganization" means the pre-closing reorganization of the Company as described in Section 4.4 of the Company Disclosure Letter, including the formation of SpinCo, the transfer of all SpinCo Assets to SpinCo as described in Section 4.4 of the Company Disclosure Letter, and the assumption by SpinCo of the SpinCo Liabilities, in each case pursuant to the terms and conditions set forth in the Arrangement Agreement and the SpinCo Contribution Agreement;

"Company Shareholders" means the registered and/or beneficial holders of the Company Shares, as the context requires;

"Company Shares" means the common shares in the capital of the Company and includes, for greater certainty, any Company Shares issued upon the valid exercise or settlement of any Company Incentive Securities;

"Consideration" means the consideration to be received directly or indirectly by Company Shareholders (other than Dissenting Shareholders) pursuant to the Plan of Arrangement consisting, in respect of each Company Share that is issued and outstanding immediately prior to the Effective Time, which shall consist of (i) the Cash Consideration, (ii) the Purchaser Share Consideration, and (iii) the SpinCo Share Consideration;

"Contribution Effective Time" has the meaning ascribed under the heading "Transaction Agreements – Company Pre-Closing Reorganization" in this Company Circular;

"Controlling Individual" has the meaning ascribed under the heading "Certain Canadian Federal Income Tax Considerations – Eligibility for Investment" in this Company Circular;

"Court" means the Supreme Court of British Columbia;

"Depository" means Computershare Investor Services Inc. or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably;

"Dissent Rights" has the meaning ascribed thereto in Section 3.1 of the Plan of Arrangement;

"Dissenting Shareholder" means a Registered Holder who has validly exercised its Dissent Rights in accordance with the Interim Order and who, as of the Effective Time, has not withdrawn or been deemed to

have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which such Dissent Rights are validly exercised by such holder;

"Dissenting Shares" means the Company Shares held by Dissenting Shareholders;

"DRS Advice" means a Direct Registration System (DRS) advice;

"DSU Consideration" means, with respect to each DSU, one Company Share;

"DSUs" means deferred share units of the Company issued pursuant to and governed by the Omnibus Equity Incentive Compensation Plan;

"Effective Date" means the date on which the Arrangement takes effect pursuant to the BCA;

"Effective Time" means 12:01 a.m. (Vancouver Time) on the Effective Date;

"Election Deadline" means 4:00 p.m. (Vancouver time) on the third (3rd) Business Day immediately prior to the date of the Meeting;

"Election Eligible Optionholders" has the meaning ascribed under the heading "The Arrangement – Option Election" in this Company Circular;

"Ermitaño Gold and Silver Mine" means the Ermitaño gold and silver mine in Sonora, Mexico (2.0% NSR royalty) operated by First Majestic Silver Corp;

"Expanded Silicon Project" means the expanded silicon gold project located in Bare Mountain mining district in Nye County, Nevada, USA, which includes the Silicon and Merlin deposits;

"Fifth Proposal" has the meaning ascribed under the heading "The Arrangement – Background to the Arrangement" in this Company Circular;

"Final Order" means the final order of the Court pursuant to section 291(4) of the BCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal;

"Fourth Proposal" has the meaning ascribed under the heading "The Arrangement – Background to the Arrangement" in this Company Circular;

"Governmental Entity" means: (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, in Canada or otherwise; (ii) any subdivision or authority of any of the above; (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; (iv) any arbitrator or arbitration tribunal; (v) any Securities Authority; or (vi) any stock exchange including the TSX, NYSE, TSX-V or the OTCQX Best Market;

"Indemnified Liabilities" means (i) the SpinCo Liabilities, (ii) all Liabilities and obligations related to, arising out of or in connection with, the ownership, possession, financing, development or operation of the SpinCo Assets at any time after the Effective Time, (iii) any GST/HST and PST or other sales Taxes or value-add Taxes arising or payable in respect of the transfer of any SpinCo Assets to SpinCo, (iv) any Liability and obligations related to, arising out of or in connection with the employment or engagement of the Company Employees or Company Contractors (as applicable), including, without limitation, (a) the termination or transfer of such employment or engagement and any related claims and (b) any withholding or other taxes payable on settlement of the Company Incentive Securities, and (v) those additional Liabilities as the Purchaser and the Company may agree;

"Interim Order" means the interim order of the Court pursuant to section 291(2) of the BCA, to be issued following the application therefor contemplated by Section 2.2 of the Arrangement Agreement, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, supplemented or varied by the Court with the consent of the Company and the Purchaser, each acting reasonably;

"Intermediary" has the meaning ascribed under the heading "General Proxy Information – Non-Registered Shareholders" in this Company Circular;

"Law" means, with respect to any Person, any and all applicable statute, law, constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, decision or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, in each case as amended unless expressly specified otherwise;

"Letter of Transmittal and Election Form" means the letter of transmittal and election form enclosed with the Company Circular sent in connection with the Meeting pursuant to which, among other things, registered Company Shareholders are required to deliver certificates representing Company Shares and Company Shareholders and Optionholders may elect to receive, in accordance with the election procedures set out in Section 2.4 and proration in accordance with Section 2.5 and Section 2.6 of the Plan of Arrangement, the All Cash Consideration or the All Purchaser Share Consideration, in addition to the SpinCo Share Consideration;

"Liability" means, in respect of any Person: (i) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such Person for the performance of any covenant or agreement (whether for the payment of money or otherwise), in each case, whether accrued, absolute, contingent or otherwise;

"Liens" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, right of first refusal or first offer, occupancy right, covenant, contractual right of set-off, right of distraint, assignment, lien (statutory or otherwise), defect of title, restriction, adverse right or claim, third party interest or other encumbrance of any kind, in each case, whether contingent or absolute;

"Material Contract" means the Silicon Royalty Agreement and any other contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Company Material Adverse

Effect; (ii) that is a partnership agreement, limited liability company agreement, joint venture, alliance, participation, cooperation or option agreement or similar agreement or arrangement, relating to the formation, creation or operation of any partnership, limited liability company, joint venture, alliance, participation or cooperation in which the Company or any of its Subsidiaries is a partner, member or joint venturer (or other participant); (iii) under which indebtedness for borrowed money in excess of $500,000 is or may become outstanding; (iv) under which a supplier, consultant, independent contractor or other counterparty of the Company or its Subsidiaries received payments from the Company and its Subsidiaries in excess of $150,000 for the fiscal year ended December 31, 2024 or which obligates the Company or Subsidiary to pay such Person in excess of $150,000 for the remaining term of the contract; (v) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $150,000; (vi) that provide for any royalty, participation, streaming, net smelter royalty/return/receipt, right of first refusal, right to match, earn in right or similar arrangement; (vii) that is a lease, sublease, license or other agreement pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property; (viii) pursuant to which the Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other movable or personal property involving more than $150,000 over the term of the contract; (ix) that contains exclusivity obligations of the Company or any of its Subsidiaries; (x) between the Company, its Subsidiaries and each of their respective shareholders, partners, members, directors, officers, employees and agents; (xi) that provides for rights of indemnification to any director, officer or employee of the Company or any of its Subsidiaries; (xii) providing for any change of control payments (or other payment that would be triggered by the transactions contemplated herein) to any director, officer, Company Employee or former Company Employee or Company Contractor or former Company Contractor or agent of the Company or any of its Subsidiaries or to any other Person; or (xiii) that limits or restricts (A) the ability of the Company or any Subsidiary to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Company or any of its Subsidiaries may carry on business or otherwise transact with; (xiv) that is otherwise material to the Company and its Subsidiaries taken as a whole; or (xv) that deals with the assignment and assumption of rights and obligations related to any of the foregoing types of contracts;

"Maximum Cash Consideration" has the meaning ascribed under the heading "The Arrangement – Election and Proration of Securities – Cash Proration" in this Company Circular;

"Maximum Purchaser Share Consideration" has the meaning ascribed under the heading "The Arrangement – Election and Proration of Securities – Share Proration" in this Company Circular;

"Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser;

"National Bank" means National Bank Financial Inc.;

"Non-Registered Shareholders" has the meaning ascribed under the heading "General Proxy Information – Non-Registered Shareholders" in this Company Circular;

"NSR" means net smelter return;

"NYSE" means the New York Stock Exchange;

"Omnibus Equity Incentive Compensation Plan" means the Company's Omnibus Equity Incentive Compensation Plan that was adopted by the Board on August 11, 2022, approved by Company Shareholders on October 27, 2022 and re-approved on October 25, 2023 and on October 29, 2024;

"Omnibus Plan Resolution" has the meaning ascribed under the heading "The Meeting – Purpose of the Meeting" in this Company Circular;

"Optionholder Termination Agreement" means an agreement between the Company and an Optionholder, in form and substance satisfactory to the Company and the Purchaser, delivered to the Company no later than the Election Deadline providing for the terms on which such Optionholder's Options will be terminated at the effective time of the step in Section 2.3(i) of the Plan of Arrangement and which terms shall include, inter alia, (i) that such Optionholder shall pay to the Company no later than five (5) Business Days prior to the Effective Date all withholding taxes and any other applicable source deductions that will arise in respect of the termination of such Options, and (ii) a full and final release by the Optionholder in favour of the Company in relation to the termination of the Options thereunder;

"Optionholders" means the holders of Options;

"Options" means the options to purchase Company Shares issued pursuant to and governed by the Omnibus Equity Incentive Compensation Plan;

"Order" has the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement;

"Orogen" means Orogen Royalties Inc.;

"Other Matters Resolutions" has the meaning ascribed under the heading "Particulars of Matters to be Acted Upon at the Meeting – Other Matters to be Acted Upon at the Meeting" in this Company Circular;

"Outside Date" means September 30, 2025;

"Parties" means, collectively, the Company and the Purchaser and "Party" means any one of them;

"Permitted Liens" means, as of any particular time and in respect of the Company and any of its Subsidiaries, each of the following Liens:

(a) Liens for Taxes which are not delinquent or that are being contested in good faith by appropriate proceedings, and that have been adequately reserved on the Company's or its Subsidiary's financial statements in accordance with IFRS, provided that if such Liens or Taxes are being contested, the payment has been made so that the contest of such Liens or Taxes does not subject the property or the Company or its Subsidiary to interest, penalty or forfeiture;

(b) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant or authorization of the Company or any of its Subsidiaries, to terminate any such lease, license, franchise, grant or authorization, or to require annual or other payments as a condition of their continuance;

(c) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, do not materially and adversely

impact the Company's and its Subsidiaries' current or contemplated use, occupancy, utility or value of the applicable real property; and

(d) Liens listed in Section 1.1(d) of the Company Disclosure Letter;

provided that, when used in this Agreement with respect to the Silicon Royalty Agreement, "Permitted Liens" shall only mean Liens pursuant to Section 1.1(d) of the Company Disclosure Letter;

"Person" includes any individual, partnership, association, body corporate, company, corporation, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status;

"Plan of Arrangement" means the plan of arrangement substantially in the form attached as Appendix "B" and any amendments or variations to such plan made in accordance with the terms of the Arrangement Agreement, Article 6 thereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

"PSUs" means Performance Share Units;

"Purchaser" means Triple Flag Precious Metals Corp.;

"Purchaser Material Adverse Effect" means any change, event, occurrence, effect, circumstance or development that, individually or in the aggregate with other such changes, events, occurrences, effects, circumstances or developments, has, has had or would reasonably be expected to have, a material adverse effect on (x) the business, assets, Liabilities, results of operations or condition (financial or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, or (y) the ability of the Purchaser to perform its obligations hereunder and consummate the transactions contemplated hereby; provided, however, that "Purchaser Material Adverse Effect" shall not include any change, event, occurrence or development, arising out of, resulting from or attributable to (a) conditions or effects that generally affect the industries in which the Purchaser operates, (b) any regional, national or international economic, financial, banking, inflationary, capital, regulatory, social, political, labour or market conditions (including the outbreak or escalation of hostilities, acts of war (declared or undeclared), sabotage or acts of terrorism, political instability, or any temporary facility takeover for emergency purposes) (including changes therein), (c) any earthquakes, floods, hurricanes, or other natural disasters, disease, crisis, emergency, epidemic, pandemic, general outbreaks of illness or other public health crisis, or acts of God or any governmental or other response to any of the foregoing, in each case whether or not involving Canada, the United States of America or any other region where the Purchaser or any Subsidiary conducts business or has operations, (d) changes in interest, currency or exchange rates, trade tariff developments, or the price of any commodity, security or market index, (e) changes in legal or regulatory conditions, including changes or proposed changes in Laws or accounting principles or requirements, standards, interpretations or enforcement thereof after the date of this Agreement, (f) effects resulting from changes in the global economy, financial, banking or securities markets or any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred), (g) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement, or (h) the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance or estimates, including without limitation of revenues, earnings, cash flows or other financial operating metrics (it being understood that the causes underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred), except, in the case of each of clauses (a), (b), (c), (d) and (e), to the extent such change, event, occurrence, circumstance or development has a

disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, compared to other participants in the industries in which the Purchaser and its Subsidiaries conduct business;

"Purchaser Share Adjustment Factor" means a number, rounded to four decimal places, equal to one minus the Cash Proration Factor;

"Purchaser Share Consideration" means, for each Class A Share, 0.026775 of a Purchaser Share;

"Purchaser Share Election" has the meaning ascribed thereto in Section 2.4(a)(ii) of the Plan of Arrangement;

"Purchaser Share Proration Factor" means the quotient, rounded to four decimal places, the numerator of which is the Maximum Purchaser Share Consideration, and the denominator of which is Total Elected Purchaser Share Consideration;

"Purchaser Shares" means the common shares in the capital of the Purchaser;

"Qualified Person" has the same meaning as the definition set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"Registered Holder" means a registered Company Shareholder;

"Registered Plans" has the meaning ascribed under the heading "Eligibility for Investment" in this Company Circular;

"Regulation S" has the meaning ascribed under the heading "Regulatory Matters and Approvals – United States Securities Law Matters" in this Company Circular;

"Regulation S-K 1300" means Subpart 1300 and Item 601(b)(96) of Regulation S-K;

"Regulatory Approvals" has the meaning ascribed thereto in Section 1.1 of the Arrangement Agreement;

"RSU Consideration" means, with respect to each RSU, one Company Share;

"RSUs" means restricted share units of the Company issued pursuant to and governed by the Omnibus Equity Incentive Compensation Plan;

"Rule 144" has the meaning ascribed under the heading "Regulatory Matters and Approvals – United States Securities Law Matters" in this Company Circular;

"SEC" means the United States Securities and Exchange Commission;

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof;

"Securities Laws" means the Securities Act (Ontario), all other applicable securities Laws of a province, territory or state, together with the rules and regulations and published policies thereunder, now in effect and as they may be promulgated from time to time, and includes the rules and policies of the TSX, NYSE, TSX-V and the OTCQX Best Market;

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"SEDAR+" means the System for Electronic Data Analysis and Retrieval + described in National Instrument 13-103 – System for Electronic Data Analysis and Retrieval and available for public view at www.sedarplus.ca;

"Silicon Royalty Agreement" means the 1.0% net smelter return royalty over the Expanded Silicon Project granted pursuant to the deed with reservation of royalty Silicon Project dated June 1, 2020 between Renaissance Exploration, Inc. and AngloGold Ashanti North America Inc.;

"Special Committee" has the meaning ascribed under the heading "The Arrangement – Background to the Arrangement" in this Company Circular;

"Specified Assets" means (i) all right, title, interest and benefit in and to the Silicon Royalty Agreement and all related or ancillary assets in respect thereof, (ii) the required amount of free cash of the Company Acquired Entity to pay certain closing payments, and (iii) all Tax assets of the Company Acquired Entities;

"Specified Liabilities" means (i) all of the Liabilities and obligations of the Company Acquired Entities in respect of all right, title, interest and benefit in and to the Silicon Royalty Agreement and all related or ancillary assets in respect thereof, to be observed, paid, discharged or performed any time after the Effective Time, (ii) a certain amount agreed to by the Parties in respect of Taxes incurred by the Company Acquired Entities in respect of the Company Pre-Closing Reorganization and (iii) a certain amount in respect of disclosed transaction payments as agreed to by the Parties in accordance with the Arrangement Agreement;

"SpinCo" means 1537944 B.C. Ltd., a company incorporated under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company in order to facilitate the Arrangement;

"SpinCo Assets" means all assets of the Company Acquired Entities other than the Specified Assets;

"SpinCo Awards" has the meaning ascribed thereto in Appendix "I" of this Company Circular;

"SpinCo Board" means the board of directors of SpinCo;

"SpinCo Contribution Agreement" means the agreement between the Purchaser, the Company Acquired Entities and SpinCo, in a form acceptable to the Purchaser, acting reasonably, by which the SpinCo Assets and the SpinCo Liabilities are transferred to or assumed by, as applicable, SpinCo and SpinCo indemnifies the Purchaser and the Company Acquired Entities in respect of the Indemnified Liabilities;

"SpinCo DSU" means deferred share units of SpinCo issued pursuant to and governed by the SpinCo Omnibus Plan;

"SpinCo Liabilities" means all Liabilities and obligations of the Company and its Subsidiaries (including the Company Acquired Entities) other than the Specified Liabilities, whether incurred or arising before or after the Effective Date, including for greater certainty (i) all reclamation and similar obligations relating to any SpinCo Assets, (ii) all Liabilities and obligations of the Company or any of its Subsidiaries in respect of payments in respect of certain transaction payments as agreed by the Parties in accordance with the Arrangement Agreement in excess of such amounts, (iii) all Liabilities and obligations that are reflected on the pro forma financial statements of SpinCo to be included in the Company Circular, (iv) all Taxes of the Company or any of its Subsidiaries for any taxation year or period (x) ending on or before the time that the Purchaser acquires the Class A Shares in accordance with the Plan of Arrangement (the "Arrangement Acquisition Closing Time") and (y) the portion of any Tax period that begins before the Effective Time and ends after the Effective Time ending at the Arrangement Acquisition Closing Time ("Pre-Closing

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Taxes") (in excess of the certain amount agreed to by the Parties in respect of Taxes incurred by the Company Acquired Entities in respect of the Company Pre-Closing Reorganization) and (v) all Liabilities in respect of the Specified Assets which by the terms and conditions thereof were to be paid, discharged, performed or satisfied prior to the Effective Date;

"SpinCo Omnibus Plan" has the meaning ascribed under the heading "Other Matters to be Acted Upon at the Meeting" in this Company Circular;

"SpinCo Options" means the options to purchase SpinCo Shares issued pursuant to and governed by the SpinCo Omnibus Plan;

"SpinCo Private Placement" has the meaning ascribed under the heading "The Arrangement – SpinCo Private Placement";

"SpinCo RSU" means restricted share units of SpinCo issued pursuant to and governed by the SpinCo Omnibus Plan;

"SpinCo Share Consideration" means 0.25 SpinCo Shares per Company Share, as applicable, to be received pursuant to Section 2.3(h) of the Plan of Arrangement;

"SpinCo Shareholders" has the meaning ascribed thereto in Appendix "F" of this Company Circular;

"SpinCo Shares" means common shares in the capital of SpinCo;

"Subsidiary" means, with respect any Person, any other Person which is controlled directly or indirectly by that Person and, for greater certainty, SpinCo shall be a Subsidiary of the Company until such time as the Company Shareholders exchange their Company Shares for SpinCo Shares pursuant to the Company Pre-Closing Reorganization;

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement by a third party or third parties acting jointly: (i) that complies with Securities Laws and did not result from a breach of Securities Laws or Article 5 of the Arrangement Agreement; (ii) to acquire, directly or indirectly, not less than 100% of the outstanding Company Shares and the outstanding shares of the Company's Subsidiaries and all of the assets of the Company and its Subsidiaries on a consolidated basis; (iii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such proposal; (iv) that is not subject to any financing condition, and in respect of which it has been demonstrated to the reasonable satisfaction of the Board that adequate arrangements have been made in respect of any financing required to ensure that the required funds will be available to effect payment in full for all the Company Shares or all of the assets, as the case may be, and to complete such Acquisition Proposal at the time specified therein; (v) that is not subject to any due diligence condition; and (vi) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal would, if consummated in accordance with its terms and conditions (but without assuming away the risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2) of the Arrangement Agreement);

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"Supporting Shareholders" means, collectively, Altius and each director and executive officer of the Company who holds Company Shares and/or Company Incentive Securities;

"Tax Act" means the Income Tax Act (Canada);

"Taxes" means: (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever, however denominated, imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, domestic or foreign federal income taxes and provincial/state or local income taxes), gains taxes, capital gains taxes, production taxes, windfall taxes, surplus taxes, recapture taxes, capital stock taxes, payroll and employee withholding taxes, employment insurance premiums, unemployment insurance premiums, social insurance taxes, social security taxes, Canada Pension Plan or other governmental pension plan premiums or contributions, payroll contributions and taxes, sales and use taxes, value added taxes, goods and services taxes, harmonized sales taxes, Quebec sales taxes, ad valorem taxes, excise taxes, franchise taxes, gift taxes, wealth taxes, net worth taxes, inheritance taxes, gross receipts taxes, municipal taxes, environmental taxes, capital taxes, corporate minimum taxes, withholding taxes, health taxes, employee health taxes, education taxes, utility taxes, severance taxes, surtaxes, customs, import and export taxes, business taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, special assessments, transfer taxes, land transfer taxes, workers' compensation premiums or contributions and other governmental charges (including, without limitation, all license and registration fees) and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, deducted, withheld, remitted or collected; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any Liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any Liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any agreement with or other express or implied obligation to (other than, in each case, contracts and agreements entered into in the ordinary course the principal subject matter of which is not taxes) indemnify any other Person or as a result of being a transferee or successor in interest to any Person;

"Termination Fee" means the US$12,500,000 payable by the Company to the Purchaser in certain circumstances in connection with the termination of the Arrangement Agreement;

"Total Elected Cash Consideration" has the meaning ascribed under the heading "The Arrangement – Election and Proration of Securities – Cash Proration" in this Company Circular;

"Total Elected Purchaser Share Consideration" has the meaning ascribed under the heading "The Arrangement – Election and Proration of Securities – Share Proration" in this Company Circular;

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

"U.S. Holders" means Company Shareholders who are residents of the United States; and

"Withholding Deficit" in respect of the settlement, surrender or exercise of a holder's RSUs, DSUs, Cancelled Options or Cash-Out Options, as applicable, is equal to the amount of applicable Taxes that are required to be deducted and withheld by the Company in respect of the settlement, surrender or exercise, as applicable, of the holder's RSUs, DSUs, Cancelled Options or Cash-Out Options, as applicable, but only to the extent the holder has not paid such amount to the Company no later than five (5) Business Days before

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the Effective Date or agreed in writing that the Company is entitled to set-off such amount against an amount otherwise payable to the holder by the Company.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement.

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GENERAL

Information Contained in this Company Circular

The information contained in this Company Circular, unless otherwise indicated, is given as of May 28, 2025.

No person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters being considered herein other than those contained in or incorporated by reference in this Company Circular and, if given or made, such information or representation should not be considered to have been authorized by the Company or the Purchaser and relied upon. This Company Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Company Circular nor any distribution of securities referred to herein will, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Company Circular.

Information contained in this Company Circular should not be construed as legal, tax or financial advice and Company Shareholders are urged to consult their own professional advisors in connection with the matters considered in this Company Circular.

The Arrangement has not been approved or disapproved by any securities regulatory authority (including, without limitation, any securities regulatory authority of any Canadian province or territory, the SEC, or any securities regulatory authority of any U.S. state), nor has any securities regulatory authority passed upon the fairness or merits of the Arrangement or upon the accuracy or adequacy of the information contained in this Company Circular and any representation to the contrary is unlawful.

Descriptions in this Company Circular of the terms of the Arrangement Agreement, the Interim Order, the Fairness Opinion (as defined herein) and the Plan of Arrangement are only summaries of the terms of those documents and are qualified in their entirety by the full terms and conditions of such documents. Company Shareholders should refer to Appendices "B", "C" and "D" to this Company Circular which set out the full text of each of these documents, other than the Arrangement Agreement which has been filed by the Company under its profile on SEDAR+ and is available at www.sedarplus.ca.

Information Contained in this Company Circular Regarding the Purchaser

The information concerning the Purchaser and its affiliates contained in this Company Circular has been provided by the Purchaser for inclusion in this Company Circular and should be read together with, and qualified by, the documents of the Purchaser incorporated by reference herein. Although the Company has no knowledge that would indicate any statements contained herein relating to the Purchaser and its affiliates taken from or based upon such information provided by the Purchaser are untrue or incomplete, neither the Company nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to the Purchaser and its affiliates, or for any failure by the Purchaser to disclose facts or events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

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Currency and Exchange Rates

Unless otherwise indicated herein, references to “$”, “C$” or “Canadian dollars” are to Canadian dollars, and references to “US$” or “U.S. dollars” are to United States dollars.

Forward-Looking Information

This Company Circular and the documents incorporated into this Company Circular by reference contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as “forward-looking statements”) that are based on expectations, estimates and projections as at the date of this Company Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include but are not limited to statements and information concerning: the Arrangement; intentions, plans and future actions and performance of the Company, the Purchaser, the Combined Company and SpinCo; the timing for the implementation of the Arrangement and the potential benefits of the Arrangement; the likelihood of the Arrangement being completed; the availability of the Section 3(a)(10) Exemption with respect to the Company Shares, Class A Shares (including the Class A Incentive Shares), the SpinCo Shares and the Purchaser Shares to be issued under the Arrangement; principal steps of the Arrangement; statements made in, and based upon, the Fairness Opinion; statements relating to the business and future activities of and developments related to the Company, the Purchaser, the Combined Company and SpinCo after the date of this Company Circular and prior to the Effective Time and to and of the Combined Company and SpinCo after the Effective Time; the completion of the private placement in SpinCo by the Purchaser; regulatory approvals for the listing of the Purchaser Shares on the TSX and the NYSE; Company Shareholder approval and Court approval of the Arrangement; listing of the SpinCo Shares on the TSX-V or any other stock exchange; the delisting of the Company Shares from the TSX-V; jurisdictions in which SpinCo intends to become a reporting issuer; market position, ability to compete and future financial or operating performance of the Company, the Purchaser, the Combined Company and SpinCo; anticipated developments in the operations of the Company, the Purchaser, the Combined Company and SpinCo; liquidity of SpinCo Shares and Purchaser Shares following the Effective Time; Company Shareholder approval of the SpinCo Omnibus Plan and Company Shareholder approvals of other matters to be acted upon at the Meeting; the future price of minerals; expectations regarding the growth of the Company, the Purchaser, the Combined Company and SpinCo; the business prospects and opportunities of the Company, the Purchaser, the Combined Company and SpinCo; estimates of mineral resources and reserves; the future demand for and prices of commodities; the future size and growth of metals markets; expectations regarding costs of production and capital and operating expenditures; estimates of the mine life of mineral projects; expectations regarding the costs and timing of exploration and development, and the success of such activities; sales expectations; the timing and possible outcome of pending litigation in future periods; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned future acquisitions (other than the Arrangement); the adequacy of financial resources of the Company, the Purchaser and SpinCo; and other events or conditions that may occur in the future or future plans, projects, objectives, estimates and forecasts, and the timing related thereto.

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Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "seeks", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "should", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements.

These forward-looking statements are based on the beliefs of the Company's management, as the case may be, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement, including the approval of the Arrangement by Company Shareholders and its fairness by the Court; approval for listing on the TSX-V of the SpinCo Shares; no material adverse change in the market price of gold and other metal prices; the ability of the Parties to satisfy, in a timely manner, the other conditions to the Closing of the Arrangement; the adequacy of the financial resources of the Company, SpinCo and the Purchaser; favourable equity and debt capital markets; stability in financial capital markets and other expectations and assumptions which management believes are appropriate and reasonable.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, the Purchaser, the Combined Company and SpinCo to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by forward-looking statements, including, without limitation: the Arrangement is subject to satisfaction or waiver of several conditions; the Arrangement Agreement and the Voting and Support Agreements may be terminated in certain circumstances; the Company has dedicated significant resources to pursuing the Arrangement and is restricted from taking specified actions while the Arrangement is pending; the ratio of Purchaser Share Consideration is fixed and will not be adjusted to reflect any changes in the market value of the Purchaser Shares or Company Shares prior to the Closing of the Arrangement; if the Arrangement is not completed, the market price for the Company Shares may decline; the Company may be required to pay the Termination Fee and the Purchaser Reimbursement Payment (as defined herein); the Company and the Purchaser will incur substantial transaction fees and costs in connection with the proposed Arrangement; the Company directors and executive officers may have interests in the Arrangement that are different from those of the Company Shareholders; another attractive take-over, merger or business combination may not be available; the Company and the Purchaser may be the targets of legal claims, securities class actions, derivative lawsuits and other claims; the Company has not verified the reliability of the information regarding the Purchaser included in, or which may have been omitted from, this Company Circular; prior to the Effective Date, the Arrangement may divert the attention of the Company's management, and any such diversion could have an adverse effect on the business of the Company; mineral reserve and mineral resource figures pertaining to the Company's properties are only estimates and are subject to revision based on developing information; restrictions on the Company's ability to solicit Acquisition Proposals from other potential purchasers; the Termination Fee and the right of the Purchaser to amend the Arrangement Agreement during the Matching Period (as defined herein) may discourage other parties from making a Superior Proposal; "Business Combination" Under MI 61-101 and Company Shareholder approvals; global financial conditions; the SpinCo Shares may not receive approval for listing on the TSX-V; the Purchaser Shares may not receive approval for listing on any stock exchange; the value of the Purchaser Shares may fluctuate; owning Purchaser Shares will expose Company Shareholders to different risks; following completion of the

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Arrangement, the Purchaser may issue additional equity securities; the Arrangement may have adverse U.S. federal income tax consequences to U.S. Holders for tax purposes under the PFIC rules; it is expected that SpinCo will be a PFIC for the current taxable year and may be a PFIC in subsequent years, which could have adverse U.S. federal income tax consequences for U.S. Holders; general business, economic, competitive, political, regulatory and social uncertainties; risks and uncertainties related to possible foreign operations; uncertainty related to mineral exploration properties; risks related to the ability to finance the continued exploration of mineral properties; risks related to factors beyond the control of the Purchaser, the Combined Company or SpinCo; risks related to the reliability of the information regarding the Purchaser; risks and uncertainties associated with exploration; that SpinCo has no business history; risks related with the valuation of SpinCo’s property, plant and equipment and exploration and evaluation assets; risks related to the security of SpinCo’s systems and software; risks related to future acquisitions and joint ventures, such as new geographic, political, operating, financial and geological risks or risks related to assimilating operations and employees; risks related to the nature of mineral exploration and development; discrepancies between actual and estimated mineral reserves and resources; risks caused by factors beyond the Purchaser’s, Company’s and SpinCo’s control, such as commodity market price volatility, recovery rates of minerals, general economic and business conditions; favourable equity and debt capital markets; stability in financial capital markets; risks related to competition in the mineral industry; risks related to shareholder activism in the mining industry; risks related to regulatory requirements including environmental laws and regulations and liabilities; risks related to obtaining permits and licences and future changes to environmental laws and regulations; environmental risks and hazards, including unknown environmental risks related to past activities; risks related to current or future litigation which could affect the Purchaser’s, the Company’s and SpinCo’s operations; risks related to political developments and policy shifts; risks related to dependence on key personnel; risks related to the Indemnified Liabilities (as such term is defined in the Arrangement Agreement) of SpinCo pursuant to the Arrangement Agreement; and legal claims, securities class actions, derivative lawsuits and community and non-governmental actions and regulatory risks.

This list is not exhaustive of the factors that may affect any of forward-looking statements of the Company, SpinCo and the Purchaser. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Company Circular generally and certain economic and business factors, some of which may be beyond the control of the Company, the Purchaser, the Combined Company and SpinCo. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading “Risk Factors – Risks Associated with the Arrangement” in this Company Circular. The Company, the Purchaser, the Combined Company and SpinCo do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, Company Shareholders should not place undue reliance on forward-looking statements.

Scientific and Technical Information

All mineral reserves and mineral resources for the Company have been estimated in accordance with the standards of the CIM and NI 43-101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Information on data verification performed on the mineral properties of the Company contained in or incorporated by reference in this Company Circular that are considered to be material mineral properties to the Company are contained in the Company’s most recently filed management discussion and analysis for the year ended December 31, 2024, and the current technical report for each such property is filed by the Company under its profile on SEDAR+ at www.sedarplus.ca. See “Other Information – Interests of Experts”.

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Note to United States Company Securityholders

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY U.S. STATE, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS COMPANY CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company Shares, Class A Shares (including the Class A Incentive Shares), the SpinCo Shares and the Purchaser Shares to be issued under the Arrangement have not been and will not be registered under the 1933 Act or applicable state securities laws, and are being issued in reliance on the Section 3(a)(10) Exemption on the basis of the approval of the Court, which will be informed of the intention to rely on the Section 3(a)(10) Exemption and will consider, among other things, the substantive and procedural fairness of the Arrangement to Affected Securityholders as further described in this Company Circular under the heading “Regulatory Matters and Approvals — United States Securities Law Matters”.

The 1933 Act imposes restrictions on the resale of Purchaser Shares received pursuant to the Arrangement by persons who are, or were within the preceding three months, “affiliates” of the Purchaser at the time of their proposed resale of Purchaser Shares or who have been “affiliates” of the Purchaser within 90 days of the Effective Time. The 1933 Act also imposes restrictions on the resale of SpinCo Shares received pursuant to the Arrangement by persons who are, or were within the preceding three months, be “affiliates” of SpinCo at the time of their proposed resale of SpinCo Shares or who have been “affiliates” of SpinCo within 90 days of the Effective Time.

The Company is a corporation organized and existing under the BCA and a “foreign private issuer”, as such term is defined in Rule 405 of Regulation C under the 1933 Act. The solicitation of proxies pursuant to this Company Circular and the transactions contemplated in this Company Circular involve securities of an issuer located in Canada and are being effected in accordance with Canadian corporate and securities laws and are not subject to the requirements of Section 14(a) of the 1934 Act by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” (as defined in Rule 405 of Regulation C under the 1933 Act). Accordingly, this Company Circular has been prepared in accordance with disclosure requirements applicable in Canada, and the solicitations and transactions contemplated in this Company Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws. Affected Securityholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the 1933 Act and to proxy statements under the 1934 Act.

The financial statements and information included or incorporated by reference in this Company Circular have been prepared in accordance with IFRS as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements prepared in accordance with United States generally accepted accounting standards.

Scientific and technical information included or incorporated by reference in this Company Circular has been prepared in accordance with the standards of CIM and NI 43-101, which differ in certain material respects from the disclosure requirements promulgated by the SEC as set forth in Regulation S-K 1300 under the 1933 Act. Accordingly, technical and scientific information contained in this Company Circular, the documents attached hereto and the documents incorporated by reference herein, differ materially from information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

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Affected Securityholders who are resident in, or citizens of, the United States are advised to review the summary contained in this Company Circular under the heading “Certain United States Federal Income Tax Considerations” and to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant non-U.S., state, local or other taxing jurisdiction.

The enforcement by investors of civil liabilities under United States federal or state securities laws may be affected adversely by the fact that the Company, SpinCo and the Purchaser are each incorporated or organized outside the United States, that many of their respective officers and directors and the experts named herein are residents of a foreign country, and that some of the assets of the Company, SpinCo and the Purchaser and said persons are located outside the United States. As a result, it may be difficult or impossible for Affected Securityholders to effect service of process within the United States upon the Company, SpinCo and the Purchaser, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Affected Securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Proxy Solicitation Agent

The Company has engaged Laurel Hill Advisory Group as its proxy solicitation agent. If you have any questions about this Company Circular or the matters described in this Company Circular, please contact your professional advisor. If you would like additional copies, without charge, of this Company Circular or you have any questions or require assistance with voting your proxy, please contact Laurel Hill Advisory Group, by: (i) telephone, toll-free for Shareholders in North America at 1.877.452.7184, or collect call for Shareholders outside of North America at 416.304.0211; or (ii) email at [email protected].

SUMMARY

The following is a summary of certain information contained elsewhere or incorporated by reference in this Company Circular, including the Appendices hereto. This summary is not intended to be complete and is qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this Company Circular, all of which is important and should be reviewed carefully. Certain capitalized terms used in this summary are defined in the “Glossary of Terms” immediately preceding this summary.

The Meeting

The Meeting will be held on June 27, 2025 commencing at 10:00 a.m. (Pacific Time). The Meeting will be conducted in-person at the head offices of the Company located at 1015 – 789 West Pender Street, Vancouver, British Columbia, V6C 1H2.

Record Date

The Record Date for determining the Company Shareholders entitled to receive notice of and to vote at the Meeting is May 20, 2025. Only Company Shareholders of record as of the close of business (Pacific time)

on the Record Date are entitled to receive notice of and to vote at the Meeting, or any adjournment or postponement thereof.

Purpose of the Meeting

The purpose of the Meeting is, among other things, for Company Shareholders to consider pursuant to the Interim Order and, if thought advisable, to pass, with or without amendment, the Arrangement Resolution. The full text of the Arrangement Resolution is set out in Appendix “A” of this Company Circular.

In addition, at the Meeting, the Company Shareholders will also be asked (i) to receive and consider the consolidated financial statements of the Company for the financial period ended December 31, 2024, together with the auditors’ report thereon, (ii) to fix the number of directors of the Company at five (5), (iii) to elect the directors of the Company for the ensuing year, (iv) to appoint the auditors of the Company for the ensuing year, (v) to authorize the directors to fix the auditors’ remuneration for the ensuing year and (vi) to consider and, if thought appropriate, to pass, with or without variation, an ordinary resolution of the Company Shareholders (the “Omnibus Plan Resolution”) approving the omnibus equity incentive plan of SpinCo (the “SpinCo Omnibus Plan”), or, if the Arrangement Resolution is not approved, approving the Omnibus Equity Incentive Compensation Plan, the full text of which is set out in Appendix “I” of the Company Circular, as more particularly described in the accompanying Company Circular. See “Other Matters to be Acted Upon at the Meeting”.

The Arrangement

Details of the Arrangement

On April 21, 2025, the Company and the Purchaser entered into the Arrangement Agreement pursuant to which, among other things, the Purchaser agreed to acquire all of the issued and outstanding Company Shares and in conjunction with and prior to such acquisition, distribute part of the business of the Company (by way of a distribution of SpinCo Shares) to Company Shareholders. The Arrangement will be effected pursuant to a court-approved arrangement under the BCA. Subject to receipt of the requisite approval of Company Shareholders, the Final Order and the satisfaction or waiver of certain other conditions, the Purchaser will acquire all of the issued and outstanding Company Shares on the Effective Date. The Parties intend to rely upon the Section 3(a)(10) Exemption and similar exemptions from registration under applicable state securities laws with respect to the issuance of the Company Shares, Class A Shares (including the Class A Incentive Shares), the SpinCo Shares and the Purchaser Shares to be issued under the Arrangement.

If completed, the Arrangement will result in SpinCo acquiring all of the SpinCo Assets and SpinCo Liabilities immediately prior to the Effective Time, the Purchaser acquiring all of the issued and outstanding Company Shares on the Effective Date and the Company becoming a wholly-owned subsidiary of the Purchaser. Pursuant to the Plan of Arrangement, at the Effective Time, Company Shareholders will receive the Consideration at the Effective Time. On completion of the Arrangement, Company Shareholders are expected to own 100% of the issued and outstanding SpinCo Shares.

Each outstanding RSU and DSU will be deemed to be fully vested and surrendered to the Company in exchange for an entitlement to receive one Company Share, which pursuant to the Arrangement will entitle the applicable holder to the SpinCo Share Consideration and All Cash Consideration, subject to proration.

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Agreement shall provide, among other things, that (i) the applicable Optionholder shall pay to the Company no later than five (5) business days prior to the effective date of the Arrangement all withholding taxes and any other applicable source deductions that arise in respect of the termination of such Options, and (ii) a full and final release by the Optionholder in favour of the Company in relation to the terminations of the Options thereunder. Any Option that is not a Cash-Out Option shall be a “Cancelled Option”.

Pursuant to the Plan of Arrangement, all Cash-Out Options will be surrendered to the Company and cancelled in exchange for such number of SpinCo Shares and Class A Shares that the holder of the Cash-Out Options is entitled to acquire pursuant to the applicable Optionholder Termination Agreement. For any Cash-Out Option for which there is a Withholding Deficit at the Effective Time, the Purchaser shall be entitled to set-off the Cash Consideration payable to such former holder of Cash-Out Options against any indebtedness owing by such former holder of Cash-Out Options. For Cash-Out Options for which there is no Withholding Deficit at the Effective Time, the holder of such Cash-Out Options will be entitled to such number of SpinCo Shares, and, at the election of the holder, either the All Purchaser Share Consideration or the All Cash Consideration, subject to proration, that the holder of the Cash-Out Options is entitled to acquire pursuant to the applicable Optionholder Termination Agreement. All Cancelled Options will be deemed to be exercised in exchange for such number of SpinCo Shares and Class A Incentive Shares, which Class A Incentive Shares will be deemed to have elected to receive All Cash Consideration, subject to proration, that such holder would have received if such holder had exercised such Cancelled Options and took part in the exchange as a holder of Company Shares in accordance with the Plan of Arrangement. All consideration payable to holders of Company Shares, DSUs, RSUs and Options will be subject to withholding amounts.

See “The Arrangement – Principal Steps of the Arrangement”.

See “The Arrangement – Details of the Arrangement”.

Company Pre-Closing Reorganization

Pursuant to the Arrangement Agreement, the Company has agreed to effect a reorganization of its business, operations and assets to transfer all of the assets and liabilities of the Company except for the Silicon Royalty Agreement and certain associated assets and liabilities specified in the Arrangement Agreement to SpinCo pursuant to the SpinCo Contribution Agreement. For a more detailed discussion of the reorganization, see “The Arrangement – Company Pre-Closing Reorganization”.

SpinCo Private Placement

Pursuant to the Arrangement Agreement, as soon as practicable following the Effective Date, the Purchaser will subscribe for and purchase, on a private placement basis, 6,756,757 SpinCo Shares for a total aggregate subscription price of C$10,000,000, which will result in the Purchaser holding approximately 11.38% of all of the issued and outstanding SpinCo Shares.

Background to the Arrangement

The Arrangement Agreement is the result of arm’s length negotiations among representatives of the Company and the Purchaser and their respective legal and financial advisors, as more fully described herein.

See “The Arrangement – Background to the Arrangement”.

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Recommendation of the Board

The Board unanimously determined that the Arrangement is fair to Company Shareholders, that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company and recommends that Company Shareholders vote FOR the Arrangement Resolution.

See “The Arrangement – Recommendation of the Board”.

Reasons for the Recommendation of the Board

The Board and the special committee of independent directors established by the Board (the “Special Committee”), after having reviewed advice from its legal and financial advisors and a significant amount of technical, financial and operational information relating to the Expanded Silicon Project and the Purchaser, considered a number of factors and reasons in reaching its conclusions and formulating its recommendations. The following is a summary of the various factors to inform the determination of the Board and the Special Committee, including those described under the headings “The Arrangement — Background to the Arrangement” and “The Arrangement — Reasons for the Recommendation of the Board”.

Significant Premium to Company Shareholders. The Consideration offered to Company Shareholders under the Arrangement represents a premium of approximately 38%, which includes the implied value of the SpinCo, and based on the closing price of the Purchaser Shares and the Company Shares as of April 17, 2025, on the Toronto Stock Exchange (the “TSX”) and the TSX Venture Exchange (the “TSX-V”), respectively, and a premium of 32% to the 20-day volume weighted average price of the Purchaser Shares and the Company Shares on the TSX and the TSX-V as of April 17, 2025, respectively. The significant cash component of the Consideration enables Company Shareholders to immediately realize value and decrease the overall risk associated with the Arrangement.
Value for the Expanded Silicon Project. Company Shareholders will receive significant immediate value for the royalty under the Silicon Royalty Agreement, reducing exposure to exploration and development risk for the Expanded Silicon Project.
Immediate Liquidity. Significant cash component of the Consideration delivers immediate liquidity and value certainty in a volatile market. A significant portion of the Consideration to be received by Company Shareholders is payable in cash and therefore provides Company Shareholders with certainty of value and immediate liquidity amidst an uncertain outlook for the global economy.
Optionality to Company Shareholders. The Company Shareholders have the option to receive either (a) C$1.63 in cash for each Company Share held or (b) 0.05355 of a Purchaser Share for each Company Share held, in each case, subject to proration, as well as 0.25 SpinCo Shares per Company Share.
Inherent Value of Purchaser Shares. Certain, if not all of the Company Shareholders will have continued exposure to the Expanded Silicon Project, through their holdings of the Purchaser Shares. As the Purchaser has more than 230 royalty and streaming assets, Company Shareholders will also benefit from the Purchaser’s greater market scale, trading liquidity and quarterly dividends.
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Enhanced Exposure to Assets through SpinCo. The Arrangement has been structured in such a way that SpinCo will provide enhanced exposure to upside potential from the Company's assets, other than the Silicon Royalty Agreement, including the high-quality revenue-generating Ermitaño Gold and Silver Mine. The Company's project generation business has a proven track record of successfully identifying prospective assets, such as the Ermitaño Gold and Silver Mine and the Expanded Silicon Project.
Potential to unlock significant value through SpinCo. Company Shareholders will benefit from a strong portfolio of assets, a strong balance sheet with no corporate debt and the proven track record of the Company's management team. With the implied value of the SpinCo Shares, the SpinCo management team sees significant potential upside for the Company Shareholders.
Significant Shareholder Support. Altius, Adrian Day Asset Management and Euro Pacific Asset Management, together with all of the directors and senior officers of the Company, have entered into Voting and Support Agreements with the Company and the Purchaser. In each case, they have agreed, among other things, to vote all of their Company Shares in favour of the Arrangement Resolution, subject to the terms and conditions thereof and as further set forth in "Transaction Agreements – Voting and Support Agreements". In the aggregate, the parties to the Voting and Support Agreements collectively own or control approximately 39.5% of the issued and outstanding Company Shares, on a non-diluted basis, as of the Record Date.
Fairness Opinion. National Bank was engaged as financial advisor to the Board and provided its opinion to the Board to the effect that, as of the date thereof, and subject to the assumptions, limitations and qualifications set out in the fairness opinion delivered by National Bank, the Consideration to be received by Company Shareholders under the Arrangement is fair, from a financial point of view, to Company Shareholders.

In making its determinations and recommendations, the Board also observed that a number of procedural safeguards were in place and present to permit the Board to protect the interests of the Company, Company Shareholders, and other Company stakeholders. See "The Arrangement – Reasons for the Recommendation of the Board".

Fairness Opinion

Pursuant to an engagement letter dated as of April 1, 2024, National Bank was retained by the Board to, among other things, deliver an opinion as to the fairness of the Consideration to be received under the Arrangement, from a financial point of view, to Company Shareholders. On April 21, 2025, National Bank delivered to the Board its oral opinion, later confirmed in writing, that, on the basis of the particular assumptions and limitations set forth therein, as of such date, the Consideration to be received by Company Shareholders under the Arrangement is fair, from a financial point of view, to Company Shareholders (the "Fairness Opinion").

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, matters considered, procedures followed and limitations and qualifications in connection with the Fairness Opinion, is set forth in Appendix "C" to this Company Circular. This summary of the Fairness Opinion is qualified in its entirety by the full text of the opinion and Company Shareholders are urged to read the Fairness Opinion in its entirety.

See "The Arrangement – Reasons for the Recommendation of the Board – Fairness Opinion".

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Principal Steps of the Arrangement

The following description of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix “B” to this Company Circular and which has been filed by the Company (as Schedule “A” to the Arrangement Agreement) under its profile on SEDAR+ at www.sedarplus.ca.

If the Arrangement Resolution is approved at the Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time (which will be at 12:01 a.m. (Pacific time)) on the Effective Date, which is expected to occur as soon as practicable following receipt of the Final Order.

The implementation of the Arrangement is subject to a number of conditions being satisfied or waived by the Company or the Purchaser, as applicable, on or prior to the Effective Time, including the following:

The Arrangement Resolution has been approved and adopted by Company Shareholders at the Meeting in accordance with the Interim Order and Law;
Receipt of the Interim Order and the Final Order;
No law is in effect and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes the consummation of the Arrangement illegal or otherwise directly or indirectly restrains, prohibits or enjoins the Purchaser or SpinCo or the Company from consummating the Arrangement in accordance with the terms of the Arrangement Agreement or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Purchaser Material Adverse Effect or a Company Material Adverse Effect;
Receipt of approval from each of the TSX and NYSE in respect of the listing thereon, subject to customary conditions including official notice of issuance, of the Purchaser Share Consideration to be issued pursuant to the Arrangement;
Receipt of the approval of the TSX-V in respect of the listing of the SpinCo Shares thereon, subject to official notice of issuance;
Receipt of the required Regulatory Approvals, all of which shall be in force and not modified or rescinded;
The representations and warranties of each of the Purchaser and the Company contained in the Arrangement Agreement shall be true and correct as of the Effective Date, subject to certain qualifications;
Compliance in all material respects by the Company and the Purchaser with all covenants required to be performed under the Arrangement Agreement, subject to certain qualifications;
No Company Material Adverse Effect having occurred on the Company or the Purchaser; and
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No more than five percent (5%) of the issued and outstanding Company Shares shall have validly exercised Dissent Rights in respect of the Arrangement and have not withdrawn such exercise as of the Effective Date.

Commencing at the Effective Time, without any further act or formality, each of the events set out below shall occur and be deemed to occur in the following sequence, unless specifically noted:

(a) At the Effective Time, the Purchaser shall make a demand non-interest bearing loan to each holder of RSUs, DSUs or Cash-Out Options in an amount equal to such holder’s Withholding Deficit in respect of the settlement, surrender or exercise of the holder’s RSUs, DSUs or Cash-Out Options;

(b) Five minutes following the Effective Time, the Purchaser shall make a demand non-interest bearing loan to each holder of Cancelled Options in an amount sufficient for such holder to pay to the Company the sum of the exercise price in respect of their Cancelled Options and an amount equal to the Withholding Deficit in respect of the Cancelled Options;

(c) Ten minutes following the Effective Time, each Dissenting Share in respect of which Dissent Rights have been validly exercised by Dissenting Shareholders shall be deemed to have been transferred to the Purchaser (free and clear of any Liens) without any further act or formality in exchange for a debt claim against the Purchaser to be paid fair value in respect of such Company Shares as set out in Section 3.1 of the Plan of Arrangement and

(i) each such Dissenting Shareholder shall cease to be a holder of each such Dissenting Share and to have any rights as a holder of such Dissenting Share other than the right to be paid fair value for such Dissenting Share as set out in Section 3.1 of the Plan of Arrangement;

(ii) each such Dissenting Shareholder’s name shall be removed as a holder of such Dissenting Shares from the central securities register of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be and shall be deemed to be the holder of all of the outstanding Dissenting Shares (free and clear of all Liens), and the Purchaser shall be entered in the central securities register of Company Shares maintained by or on behalf of the Company as the holder of such Dissenting Shares;

(d) Fifteen minutes following the Effective Time, SpinCo will issue to the Company, as consideration under the SpinCo Contribution Agreement, such number of SpinCo Shares as is equal to the aggregate number of SpinCo Shares deliverable by the Company under Section 2.3(h), Section 2.3(i) and Section 2.3(j) of the Plan of Arrangement, and an amount equal to the cost of the SpinCo Shares to the Company for purposes of the Tax Act at the time such shares are issued will be added to the capital account maintained for the SpinCo Shares;

(e) Twenty minutes following the Effective Time, each RSU outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of the holder thereof, be deemed to be fully vested and surrendered by the holder thereof to the Company in exchange for an entitlement to receive the applicable RSU Consideration, and thereafter:

(i) each holder of such RSUs shall pay to the Company the amount received by it pursuant to section 2.3(a) of the Plan of Arrangement;

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(ii) each holder of such RSUs shall cease to be the holder thereof and to have any rights as holder of such RSUs and such RSUs shall be immediately cancelled;

(iii) the name of each such holder shall be removed from the register of the RSU holders maintained by or on behalf of the Company;

(iv) each such former holder of such RSUs shall be deemed to be the holder of the Company Shares comprising such RSU Consideration (notwithstanding that no certificates or DRS Advices shall be issued with respect to such Company Shares) and shall be entered in the register of the Company Shares maintained by or on behalf of the Company; and

(v) subject to the Purchaser agreeing to an alternative means of repayment, the Purchaser shall be entitled to set-off the Cash Consideration payable to the former holder of such RSUs pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of RSUs to the Purchaser pursuant to Section 2.3(a) of the Plan of Arrangement.

(f) Twenty-five minutes following the Effective Time, each DSU outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of the holder thereof, be deemed to be fully vested and surrendered by the holder thereof to the Company in exchange for an entitlement to receive the applicable DSU Consideration, and thereafter:

(i) each holder of such DSUs shall pay to the Company the amount received by it pursuant to Section 2.3(a) of the Plan of Arrangement;

(ii) each holder of such DSUs shall cease to be the holder thereof and to have any rights as holder of such DSUs and such DSUs shall be immediately cancelled;

(iii) the name of each such holder shall be removed from the register of the DSU holders maintained by or on behalf of the Company;

(iv) each such former holder of such DSUs shall be deemed to be the holder of the Company Shares comprising such DSU Consideration (notwithstanding that no certificates or DRS Advices shall be issued with respect to such Company Shares) and shall be entered in the register of the Company Shares maintained by or on behalf of the Company; and

(v) subject to the Purchaser agreeing to an alternative means of repayment, the Purchaser shall be entitled to set-off the Cash Consideration payable to the former holder of such DSUs pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of DSUs to the Purchaser pursuant to Section 2.3(b) of the Plan of Arrangement;

(g) Thirty minutes following the Effective Time, the capital of the Company shall be reorganized by amending the notice of articles and articles of the Company to create a new class of shares without par value designated as "Class A Shares", in an unlimited number, having the special rights or restrictions set out in Schedule A attached to the Plan of Arrangement;

(h) Thirty-five minutes following the Effective Time:

(i) in the course of the reorganization of the Company's issued and outstanding share

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capital, (a) each then issued and outstanding Company Share (excluding any Company Share issued pursuant to Section 2.3(e) or Section 2.3(f) of the Plan of Arrangement or Company Shares acquired by the Purchaser pursuant to Section 2.3(c)) will be deemed to be exchanged (without any action on the part of the holder of such Company Share) for one Class A Share (free and clear of all Liens) and the SpinCo Share Consideration (free and clear of all Liens), and (b) each then issued and outstanding Company Share issued pursuant to Section 2.3(e) or Section 2.3(f) of the Plan of Arrangement will be deemed to be exchanged for one Class A Incentive Share (free and clear of all Liens) and the SpinCo Share Consideration (free and clear of all Liens), and in each case each such Company Share so exchanged shall thereupon be cancelled. No other consideration will be received by any holder of the Company Shares;

(ii) upon the exchange contemplated by Section 2.3(h)(i) of the Plan of Arrangement, the capital account maintained in respect of the Company Shares shall be reduced, in respect of the Company Shares exchanged pursuant to Section 2.3(h)(i), by an amount equal to the capital attributable to such Company Shares immediately prior to the time at which the step in Section 2.3(h)(i) of the Plan of Arrangement is effective, and, notwithstanding section 73 of the BCA, the capital account maintained in respect of Class A Shares shall be equal to:

(A) the amount by which the capital account of the Company Shares is reduced pursuant to this provision, less
(B) the fair market value of the SpinCo Shares transferred to former holders of Company Shares pursuant to this provision; and

(iii) upon the exchange contemplated by Section 2.3(h)(i) of the Plan of Arrangement, each holder of Company Shares so exchanged shall be deemed to cease to be the holder of the Company Shares so exchanged, shall cease to have any rights with respect to such Company Shares and shall be deemed to be the holder of the number of Class A Shares (including Class A Incentive Shares) issued to such holder. The name of each such Registered Holder shall be removed from the central securities register of the Company in respect of the Company Shares so exchanged and shall be added to the central securities register of the Company as the holder of the number of Class A Shares so issued to such holder, and each such holder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described in Section 2.3(h)(i) of the Plan of Arrangement;

(i) Forty minutes following the Effective Time, each Cash-Out Option will be surrendered to the Company and cancelled in consideration for the delivery by the Company to the Optionholder of such number of SpinCo Shares and Class A Shares that the Optionholder thereof is entitled to acquire pursuant to the applicable Optionholder Termination Agreement and, in respect of any Cash-Out Option for which there is a Withholding Deficit pursuant to Section 2.3(a) of the Plan of Arrangement, Purchaser shall be entitled to set-off the Cash Consideration payable to such former holder of Cash-Out Options pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of Cancelled Options to Purchaser pursuant to Section 2.3(a) of the Plan of Arrangement;
(j) Forty-five minutes following the Effective Time, each Optionholder who holds a Cancelled Option will be deemed to exercise such Cancelled Option and will receive such number of SpinCo Shares

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and Class A Shares such Optionholder would have received if such Optionholder had exercised such Cancelled Options and took part in the exchange in Section 2.3(h)(i) of the Plan of Arrangement, and:

(i) each holder of such Cancelled Options shall pay to the Company the amount received by it pursuant to Section 2.3(b) of the Plan of Arrangement;

(ii) the holder thereof will cease to be the holder of such Cancelled Options and will cease to have any rights as a holder of such Cancelled Option;

(iii) the holder thereof will be removed from the register of such Options;

(iv) all option agreements, grants and similar instruments relating thereto will be cancelled;

(v) none of the Company, SpinCo nor the Purchaser shall have any further liabilities or obligations to the former Optionholders with respect to such Cancelled Options; and

(vi) subject to the Purchaser agreeing to an alternative means of repayment, Purchaser shall be entitled to set-off the Cash Consideration payable to such former holder of Cancelled Options pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of Cancelled Options to the Purchaser pursuant to Section 2.3(b) of the Plan of Arrangement.

(k) Fifty minutes following the Effective Time, each issued and outstanding Class A Share (including any Class A Incentive Share) (other than those held by the Purchaser, if any) shall be, and shall be deemed to be, transferred to the Purchaser (free and clear of any Liens) in exchange for:

(i) in the case of a Class A Share for which the Cash Election was made under Section 2.4(a)(i) of the Plan of Arrangement or deemed to have been made under Section 2.4(d) of the Plan of Arrangement, the All Cash Consideration, or

(ii) in the case of a Class A Share for which the Purchaser Share Election was made under Section 2.4(a)(ii) of the Plan of Arrangement or deemed to have been made under Section 2.4(b), the All Purchaser Share Consideration, in each case subject to proration in accordance with Section 2.5 and Section 2.6 of the Plan of Arrangement, and in respect of the Class A Shares so transferred:

(A) the Company Shareholder shall cease to be the holder thereof,

(B) the name of the Company Shareholder shall be removed from the register maintained by or on behalf of Company in respect of the Class A Shares,

(C) the Company Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and

(D) the name of the Purchaser shall be added to the register maintained by or on behalf of the Company in respect of the Class A Shares as the holder thereof.

See “The Arrangement – Principal Steps of the Arrangement”.

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Regulatory Matters and Approvals

Shareholder Approval

In order for the Arrangement to become effective, as provided in the Interim Order and by the BCA, the Arrangement Resolution must be approved by at least: (i) 66⅔% of the votes cast by Company Shareholders present represented by proxy and entitled to vote at the Meeting; and (ii) a majority of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Meeting excluding the votes of Company Shares held or controlled by “interested parties” as defined under MI 61-101. See “The Arrangement – MI 61-101 Protection of Minority Security Holders in Special Transactions”. Completion of the Arrangement is also subject to regulatory approvals and approvals of the Court, as well as certain customary conditions, including the listing of the SpinCo Shares on the TSX-V.

See “The Arrangement – Regulatory Matters and Approvals – Shareholder Approval”.

Court Approvals

The Arrangement requires approval by the Court under the BCA. Prior to the mailing of this Company Circular, on May 28, 2025, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters.

Under the terms of the Arrangement Agreement, if the Arrangement Resolution is approved by Company Shareholders at the Meeting in the manner required by the Interim Order, the Company is required to seek the Final Order as soon as reasonably practicable, but in any event not later than five (5) Business Days following the Meeting. The application for the Final Order approving the Arrangement is currently expected to take place on July 2, 2025 at 9:45 a.m. (Pacific time), or as soon thereafter as counsel may be heard or at any other date and time as the Court may direct.

The Company has been advised by its counsel, Osler, Hoskin & Harcourt LLP (“Osler”), that the Court has broad discretion under the BCA when making orders with respect to the Arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, the Company and/or the Purchaser may determine not to proceed with the Arrangement.

See “The Arrangement – Regulatory Matters and Approvals – Court Approvals”.

Regulatory Approvals

Pursuant to the Arrangement Agreement, it is a mutual condition precedent to completion of the Arrangement that all of the Regulatory Approvals will have been obtained.

See “The Arrangement – Regulatory Matters and Approvals – Regulatory Approvals”.

Stock Exchange Listing Approval and Delisting Matters

The Company Shares currently trade on the TSX-V under the symbol “OGN” and are quoted on the OTCQX under the symbol “OGNRF”. It is a mutual condition to the completion of the Arrangement, in favour of the Company and the Purchaser, that the SpinCo Shares will have been conditionally approved for listing

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on the TSX-V on or before the Effective Date. See “Risk Factors – Risk Factors Relating to SpinCo Following Completion of the Arrangement”.

Following the Effective Date, the Company Shares will be delisted from the TSX-V (anticipated to be effective one (1) to two (2) Business Days following the Effective Date) and will cease trading on the OTCQX, and the Purchaser expects to apply to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer.

The Purchaser Shares currently trade on the TSX under the symbol “TFPM” and the NYSE under the symbol “TFPM”. It is a mutual condition to the completion of the Arrangement, in favour of the Company and the Purchaser, that the Purchaser Shares issuable to Company Shareholders pursuant to the Arrangement will have been conditionally approved for listing on the TSX and the NYSE on or before the Effective Date. See “Risk Factors – Risk Factors Relating to the Purchaser Share Consideration Following Completion of the Arrangement”.

See “The Arrangement – Regulatory Matters and Approvals – Stock Exchange Listing Approval and Delisting Matters”.

Canadian Securities Law Matters

The Company is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Saskatchewan. The Company Shares currently trade on the TSX-V and are quoted on the OTCQX. Following the Effective Date, the Company Shares will be delisted from the TSX-V (anticipated to be effective one (1) to two (2) Business Days following the Effective Date) and will cease trading on the OTCQX, and the Purchaser expects to apply to the applicable Canadian securities regulators to have the Company cease to be a reporting issuer.

Upon completion of the Arrangement, it is anticipated that SpinCo will become a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Saskatchewan. SpinCo has applied to list the SpinCo Shares on the TSX-V. Listing is subject to the approval of the TSX-V in accordance with its initial listing requirements. The TSX-V has not conditionally approved SpinCo’s listing application and there can be no assurance that the TSX-V will approve the listing of the SpinCo Shares. There can be no assurance as to if, or when, the SpinCo Shares will be listed or traded. As the SpinCo Shares are not listed on a stock exchange, unless and until such a listing is obtained, there will be no market for the SpinCo Shares. See “Risk Factors – Risk Factors Relating to SpinCo Following Completion of the Arrangement”.

The Purchaser Shares currently trade on the TSX and the NYSE and on the Effective Date, the Purchaser Shares will be listed on the TSX and the NYSE.

See “The Arrangement – Regulatory Matters and Approvals – Canadian Securities Law Matters”.

MI 61-101 Protection of Minority Security Holders in Special Transactions

In considering the recommendation of the Board with respect to the Arrangement, Company Shareholders are advised that certain directors and senior management of the Company have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. In particular, certain senior officers of the Company are entitled to certain payments upon “change of control” (as defined in the respective employment or consulting agreements) or termination (as defined in the respective employment or consulting agreements) as part of their employment or consulting agreements with the Company. Certain senior officers of the Company are also entitled to

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cash bonuses in connection with the completion of the Arrangement. These payments may be considered “collateral benefits” for the purposes of MI 61-101. The Board is aware of the interests of such senior officers and management and considered them along with the other matters described in “The Arrangement – Reasons for the Recommendation of the Board”.

See “The Arrangement – Interests of Certain Persons in the Arrangement” and “The Arrangement – MI 61-101 Protection of Minority Security Holders in Special Transactions” of this Company Circular.

United States Securities Law Matters

The Company Shares, Class A Shares (including the Class A Incentive Shares), the SpinCo Shares and the Purchaser Shares to be issued pursuant to the Arrangement will not be registered under the 1933 Act and will be issued in reliance upon the Section 3(a)(10) Exemption and similar exemptions from registration under applicable state securities laws. The SpinCo Shares and Purchaser Shares to be held by Company Shareholders following completion of the Arrangement will not be subject to resale restrictions under U.S. federal securities laws, except by persons who are affiliates of SpinCo or the Purchaser, respectively, at the time of their proposed transfer or who were affiliates of SpinCo or the Purchaser within 90 days prior to the Effective Date.

See “The Arrangement – Regulatory Matters and Approvals – Canadian Securities Law Matters”.

Transaction Agreements

Arrangement Agreement

See “Transaction Agreements – The Arrangement Agreement” and the Arrangement Agreement, which has been filed by the Company under its profile on SEDAR+ at www.sedarplus.ca.

Voting and Support Agreements

On April 21, 2025, the Purchaser entered into the Voting and Support Agreements with each of the Supporting Shareholders.

See “Transaction Agreements – Voting and Support Agreements” and the forms of Voting and Support Agreements, which have been filed by the Company under its profile on SEDAR+ at www.sedarplus.ca.

SpinCo Contribution Agreement

The Purchaser, the Company Acquired Entities and SpinCo will enter into, in a form acceptable to the Purchaser, acting reasonably, by which (among other things) the SpinCo Assets and the SpinCo Liabilities are transferred to or assumed by, as applicable, SpinCo. SpinCo will also indemnify the Purchaser and the Company Acquired Entities in respect of the Indemnified Liabilities. SpinCo shall provide a full and complete release and indemnity in favour of the Purchaser and the Company Acquired Entities and each of their respective Subsidiaries, to release, indemnify and save harmless the Purchaser, the Company Acquired Entities and each of their respective Subsidiaries and their respective affiliates, directors, officers, employees, agents or representatives, successors and assigns for, from and against all claims and losses

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sustained, suffered or incurred by any of them as a result of, arising out of or in connection with any Indemnified Liability (including, for the avoidance of doubt, all Pre-Closing Taxes but excluding certain amounts agreed to by the parties in respect of Taxes incurred by the Company Acquired Entities in respect of the Company Pre-Closing Reorganization and certain transaction payments), subject to a C$3,500,000 deductible, which indemnity shall be in form and substance satisfactory to the Parties, each acting reasonably.

See “Transaction Agreements – Company Pre-Closing Reorganization”.

Risk Factors

In assessing the Arrangement, readers should carefully consider the risks described below which relate to the Arrangement and the failure to complete the Arrangement. Company Shareholders should also carefully consider the risk factors in Appendix “E” of this Company Circular – “Information Concerning the Company” and in Appendix H of this Company Circular – “Risk Factors” in “Appendix H – Information Concerning the Purchaser”. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company, may also adversely affect the Company, the Purchaser or SpinCo prior to the Arrangement or following completion of the Arrangement.

See “Risk Factors”.

Dissent Rights

The Interim Order provides that each Registered Holder will have the right to dissent and, if the Arrangement becomes effective, to have his or her Company Shares cancelled in exchange for a cash payment from the Company equal to the fair value of the Company Shares held by such Dissenting Shareholders determined as of the close of business on the day before the Arrangement Resolution is adopted. If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in Sections 237 to 247 of the BCA, as modified by the Plan of Arrangement and the Interim Order, it will lose its Dissent Rights.

See “Dissent Rights”.

Certain Canadian Federal Income Tax Considerations

On the exchange of Company Shares for Class A Shares and SpinCo Shares under the Arrangement, a Holder will generally be deemed to receive a dividend from Orogen to the extent that the fair market value of the SpinCo Shares received by the Holder pursuant to the Arrangement exceeds the paid-up capital (as determined for the purposes of the Tax Act) attributable, on a pro rata basis, to the Company Shares (i.e. former common shares of Orogen) exchanged for Class A Shares and SpinCo Shares. The fair market value, however, of the SpinCo Shares at the time of this exchange is expected to be less than the paid-up capital of the exchanged Company Shares immediately before the exchange and consequently Holders are not expected to be deemed to receive a dividend from Orogen for purposes of the Tax Act on the exchange.

The cost of the Class A Shares acquired on the exchange of Company Shares by a Resident Holder will be deemed to be equal to the amount, if any, by which the Resident Holder’s adjusted cost base of the Company Shares exceeds the fair market value of the SpinCo Shares received on the exchange. A Resident Holder’s adjusted cost base of SpinCo Shares acquired on the exchange of its Company Shares will be equal to the

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fair market value, at the time of the exchange, of the SpinCo Shares acquired by such Resident Holder on the exchange.

Provided that the fair market value of the SpinCo Shares acquired by Company Shareholders on the exchange of Company Shares for Class A Shares and SpinCo Shares does not exceed the aggregate paid-up capital of all of the issued and outstanding Company Shares immediately before the exchange, a Resident Holder will be deemed to have disposed of its Company Shares for proceeds of disposition equal to the greater of (i) the adjusted cost base to the Resident Holder of its Company Shares immediately before the exchange, and (ii) the fair market value at the time of the exchange of the SpinCo Shares received by such Resident Holder. Consequently, it is anticipated that a Resident Holder will only realize a capital gain on the exchange if, and to the extent that, the fair market value of the SpinCo Shares received by such Resident Holder on the exchange exceeds the adjusted cost base of such Resident Holder's Company Shares immediately before the exchange.

A Resident Holder who disposes of Class A Shares to the Purchaser for All Cash Consideration will generally realize a capital gain (or a capital loss) equal to the amount by which the fair market value of the cash received by the Resident Holder from the Purchaser under the Arrangement exceeds (or is less than) the adjusted cost base to the Resident Holder of the Class A Shares so exchanged and any reasonable costs of disposition.

A Resident Holder who disposes of Class A Shares to the Purchaser for All Share Consideration will be deemed to have disposed of such Class A Shares under a tax-deferred share-for-share exchange unless the Resident Holder chooses to recognize all (but not less than all) of the capital gain (or capital loss) by including any portion of such capital gain (or capital loss) in computing the Resident Holder's income for the year in which the exchange takes place, or if the Resident Holder files with the CRA (and, where applicable, with a provincial tax authority) a Section 85 Election made by the Resident Holder and the Purchaser.

A Resident Holder who disposes of Class A Shares to the Purchaser in exchange for a combination of Cash Consideration and Purchaser Share Consideration, including as a result of pro-ration, will generally realize a capital gain (or a capital loss) equal to the amount by which the fair market value of the consideration received by the Resident Holder from the Purchaser under the Arrangement exceeds (or is less than) the adjusted cost base to the Resident Holder of the Class A Shares so exchanged and any reasonable costs of disposition, unless the Resident Holder files with the CRA (and, where applicable, with a provincial tax authority) a Section 85 Election made by the Resident Holder and the Purchaser.

Non-Resident Holders will not be taxable in Canada generally with respect to any capital gains realized on the exchange of Company Shares for Class A Shares and SpinCo Shares, or on the disposition of Class A Shares to the Purchaser, pursuant to the Arrangement so long as the shares disposed of do not constitute "taxable Canadian property", as defined in the Tax Act, of the Non-Resident Holder.

The foregoing summary in respect of the proposed Arrangement is qualified in its entirety by the more detailed discussion in this Company Circular. See "Certain Canadian Federal Income Tax Considerations".

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Certain United States Federal Income Tax Considerations

The Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Accordingly, the U.S. federal income tax consequences of certain aspects of the Arrangement are not certain. Nonetheless, the Company believes, and the following discussion assumes, that (a) the amendment of the authorized share capital to create the Class A Shares, (b) the exchange by Company Shareholders (other than Company Shareholders in respect of Company Shares issued to holders of RSUs or DSUs under the Arrangement or which are Dissenting Shareholders) of one Company Share for one Class A Share and 0.25 SpinCo Shares, and (c) the exchange of such Class A Shares for, pursuant to the election of the Company Shareholder and subject to proration, the All Cash Consideration, the All Purchaser Share Consideration or a combination thereof, taken together as steps of a single integrated transaction under the step-transaction doctrine or otherwise, will properly be treated for U.S. federal income tax purposes as (i) a distribution of the SpinCo Shares to the Company Shareholders under Section 301 of the Code (as defined below under “Certain United States Federal Income Tax Considerations”), and (ii) a disposition of Company Shares for, pursuant to the election of the Company Shareholder and subject to proration, the All Cash Consideration, the All Purchaser Share Consideration or a combination thereof (with the acquisition and disposition of the Class A Shares being disregarded).

Subject to the PFIC (as defined below under “Certain United States Federal Income Tax Considerations”) rules discussed below, U.S. Holders (as defined below under “Certain United States Federal Income Tax Considerations”) are anticipated to recognize dividend income equal to the fair market value of the SpinCo Shares received on the distribution date (without reduction for any Canadian income or other tax withheld from such distribution) and gain (or loss) equal to the amount by which the fair market value of the All Cash Consideration, All Purchaser Share Consideration or combination thereof exceeds (or is exceeded by) such U.S. Holder’s adjusted tax basis in its Company Shares at the time of the Arrangement.

Subject to the PFIC rules discussed below, U.S. Holders which exercise Dissent Rights, if any, will recognize gain or loss equal to the difference, if any, between (a) the amount of the cash payment received by such U.S. Holder in exchange for Company Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the adjusted tax basis of such U.S. Holder in such Company Shares surrendered.

The foregoing summary is qualified in its entirety by the more detailed discussion in this Company Circular. See “Certain United States Federal Income Tax Considerations”.

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Information Concerning the Company

The Company is focused on organic royalty creation and royalty acquisitions on precious and base metal discoveries in western North America. The Company's royalty portfolio includes the 2.0% NSR royalty on the Ermitaño Gold and Silver Mine in Sonora, Mexico operated by First Majestic Silver Corp. and the 1.0% NSR royalty on the Expanded Silicon Project in Nevada, United States being advanced by AngloGold Ashanti plc.

See Appendix “E” “Information Concerning the Company”.

Information Concerning SpinCo

SpinCo was incorporated under the BCA on May 1, 2025 for the purposes of the Arrangement. SpinCo is currently a private company. Pursuant to the Arrangement, the Company will sell and transfer all of the assets of the Company, excluding the Silicon Royalty Agreement, to SpinCo and assign to SpinCo all of the liabilities of the Company. Upon completion of the Arrangement, it is anticipated that SpinCo will become a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Saskatchewan.

See Appendix “F” “Information Concerning SpinCo”.

Information Concerning the Purchaser

The Purchaser is a pure play, precious-metals-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry. The Purchaser’s current diversified portfolio of streams and royalties provides exposure primarily to gold and silver in the Americas and Australia.

See Appendix “G” “Information Concerning the Purchaser”.

Information Concerning the Combined Company

On the Effective Date following the completion of the Arrangement, the Purchaser will own all of the issued and outstanding shares in the capital of the Company and the business and operations of the Company will be managed and operated by the Purchaser, other than the business and operations of the Company that will be transferred to SpinCo pursuant to the SpinCo Contribution Agreement which will continue to be managed and operated by SpinCo.

See Appendix “H” “Information Concerning the Combined Company”.

Other Matters to be Acted Upon at the Meeting

In addition, at the Meeting, the Company Shareholders will also be asked (i) to receive and consider the consolidated financial statements of the Company for the financial period ended December 31, 2024, together with the auditors’ report thereon, (ii) to fix the number of directors of the Company at five (5), (iii) to elect the directors of the Company for the ensuing year, (iv) to appoint the auditor of the Company for the ensuing year, (v) to authorize the directors to fix the auditors’ remuneration for the ensuing year and (vi) to consider and, if thought appropriate, to pass, with or without variation, the Omnibus Plan Resolution, the full text of which is set out in Appendix “J” of the Company Circular, as more particularly described in the accompanying Company Circular. See “Other Matters to be Acted Upon at the Meeting”.

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GENERAL PROXY INFORMATION

Solicitation of Proxies

This Company Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of the Company for use at the Meeting, to be held on June 27, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and employees of the Company. Directors, officers and employees of the Company will not receive any additional compensation for such activities. The Company has retained Laurel Hill Advisory Group as its strategic shareholder advisor and proxy solicitation agent for a fee of $80,000. All costs of this solicitation will be borne by the Purchaser. The information set forth below generally applies to registered shareholders of the Company. For beneficial shareholders (i.e., Company Shares held through a brokerage account, financial institution, or other nominee), see “General Proxy Information – Non-Registered Shareholders”.

Appointment and Revocation of Proxies

A form of proxy is an instrument used to designate persons who will vote on behalf of a Company Shareholder in accordance with the instructions given thereby in the proxy. Registered Holders who cannot attend the Meeting in person may vote by their proxy either by mail, personal delivery, fax, telephone or over the internet. The enclosed form of proxy (the "Proxy") with respect to the Meeting must be received by the Company's transfer agent, Computershare Trust Company of Canada, no later than 10:00 a.m. (Pacific Time) on the second Business Day preceding the date of the Meeting or any adjournment or postponement thereof. Registered Holders must return the properly completed Proxy to Computershare as follows:

(a) By mail or personal delivery to Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, Attention: Proxy Department;

(b) By fax to Computershare, to the attention of the Proxy Department at 1-866-249-7775 (toll free within Canada and the U.S.) or 416-263-9524 (international);

(c) By telephone by calling 1-866-732-8683 (toll free within Canada or the U.S.) from a touch tone telephone and referring to the control number provided on the Proxy; or

(d) Over the internet by going to www.investorvote.com and following the online voting instructions and referring to the control number provided on the Proxy.

To be valid, the Proxy must be executed by a registered Company Shareholder or a registered Company Shareholder's attorney duly authorized in writing or, if the registered Company Shareholder is a corporation, by a duly authorized officer, director or attorney thereof. If the Proxy is executed by an attorney for an individual registered Company Shareholder or by an office, director or attorney of a registered Company Shareholder that is a corporation, documentation supporting the power to execute the Proxy may be required. If the Proxy is not dated, the Proxy will be deemed to have been dated the date that it was mailed to the registered Company Shareholder.

The proxy nominees named in the enclosed Proxy are directors and/or officers of the Company. The persons named in the enclosed Proxy are J. Patrick (Paddy) Nicol, Chief Executive Officer and President of the Company, and Marcus Tran, Chief Financial Officer of the Company. A Company

Shareholder may appoint a person or corporate entity (who need not be an Company Shareholder) other than the persons named in the Proxy to represent the Company Shareholder at the Meeting or any adjournment or postponement thereof by striking out the printed name of such person and inserting such other person or corporate entity’s name in the blank space provided in the Proxy or by completing another form of Proxy that is acceptable to the Company and, in either case, deposit the completed Proxy at the office of Computershare such that the receipt of Proxy by Computershare is later than 10:00 a.m. (Pacific Time) on the second Business Day preceding the date of the Meeting or any adjournment or postponement thereof.

If a proxyholder is appointed, other than the designees of management of the Company, that proxyholder must attend and vote at the Meeting for those votes to be counted.

The time limit for deposit of Proxy may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

Instructing the Proxy and Exercise of Discretion by the Proxy

Unless specifically directed in a Proxy to withhold the Company Shares represented by the Proxy from a ballot or show of hands, the persons named as proxyholders in such Proxy shall vote the Company Shares represented by the Proxy on each ballot or show of hands. Where a choice with respect to any matter to be acted upon has been specified in the Proxy, the Company Shares will be voted in accordance with the specifications so made.

In the absence of any instructions on the Proxy or if such instructions are unclear, the persons named in the enclosed form of Proxy will vote the Company Shares represented by the Proxy FOR each matter identified on the Proxy, in each case as more particularly described elsewhere in this Company Circular.

The enclosed forms of Proxy give the persons named on the form the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Company Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed forms of Proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Revoking your Proxy

Any Company Shareholder who grants a Proxy may revoke such Proxy at any time prior to its use. A registered Company Shareholder who has given a Proxy may revoke the Proxy by:

(a) Completing and signing a Proxy bearing a later date and depositing it at the offices of Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;

(b) Depositing an instrument in writing executed by the registered Company Shareholder or by the registered Company Shareholder’s attorney duly authorized in writing or, if the registered Company Shareholder is a corporation, by a duly authorized officer, director or attorney either with Computershare, Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment or postponement thereof; or

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Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such Proxy.

Only registered Company Shareholders have the right to revoke a Proxy. Non-registered Company Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their intermediary to arrange to change their voting instructions.

Non-Registered Shareholders

Registered Company Shareholders (“Registered Holders”) or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Company Shares beneficially owned by a person (a “Non-Registered Shareholder”) are registered either: (i) in the name of an intermediary (an “Intermediary”) (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Shareholder deals with in respect of the Company Shares, or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant, and therefore are not a registered Company Shareholder. Only registered Company Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Without specific instructions, Intermediaries are prohibited from voting securities for their clients.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of the Meeting. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Company Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the Proxy supplied to a Non-Registered Shareholder by the Intermediary is identical to the Proxy provided to registered Company Shareholders; however, its purpose is limited to instructing the registered Company Shareholder on how to vote on behalf of the Non-Registered Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form (a “VIF”) in lieu of the Proxy. If the Company Shareholder is a Non-Registered Shareholder (holding Company Shares through a bank, broker, trust company, or custodian) the Company Shareholder is requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively Non-Registered Shareholders can call the toll-free telephone number printed on the VIF or go to www.proxyvote.com and enter their 16-digit control number to deliver their voting instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Company Shares to be represented at the Meeting or any adjournment or postponement thereof.

If you have any questions or require more information with respect to voting your Company Shares at the Meeting, please contact our proxy solicitation agent Laurel Hill Advisory Group, by: (i) telephone, toll-free for Shareholders in North America at 1.877.452.7184, or collect call for Shareholders outside of North America at 416.304.0211; or (ii) email at [email protected].

Distribution to NOBOs

In accordance with the requirements of NI 54-101, the Company will have caused its agent to distribute copies of the Meeting materials as well as a VIF directly to each Non-Registered Shareholder who has provided instructions to an Intermediary that such Non-Registered Shareholder does not object to the

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Intermediary disclosing ownership information about the beneficial owner (a “Non-Objecting Beneficial Owner” or “NOBO”).

These Meeting materials are being sent to both registered Company Shareholders and NOBOs. For NOBOs who have received these Meeting materials, their name, address, and holdings of Company Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on their behalf.

By choosing to receive these Meeting materials, the NOBOs assumes the responsibility to execute their voting instructions as specified in the voting instruction form and the Company (and not the Intermediary) has assumed responsibility for delivering these materials to the NOBOs.

The Meeting materials distributed by the Company’s agent to NOBOs include a VIF. These VIFs are to be completed and returned to Computershare in accordance with the instructions. Computershare is required to follow the voting instructions properly received from NOBOs. Computershare will tabulate the results of the VIFs received from NOBOs and will provide voting instructions at the Meeting with respect to the Company Shares represented by the VIFs they receive. If the VIF is executed by an attorney for an individual Company Shareholder or by an officer, director or attorney of a Company Shareholder that is a corporation, documentation evidencing the power to execute the VIF may be required with signing capacity stated.

If a NOBO wishes to attend the Meeting and vote in person (or have another person attend and vote on behalf of the NOBO), the NOBO should insert the name of the NOBO (or the name of the person that the NOBO elects to attend and vote on the NOBO’s behalf) in the space provided on the VIF and return it to Computershare in accordance with the instructions provided on the VIF. If Computershare or the Company receives a written request that the NOBO or its nominee be appointed as proxyholder, if management of the Company is holding a proxy with respect to Company Shares beneficially owned by such NOBO, the Company must arrange, without expense to the NOBO, to appoint the NOBO or its nominee as proxyholder in respect of those Company Shares. Under NI 54-101, unless corporate Law does not allow it, if the NOBO or its nominee is appointed as proxyholder by the Company in this manner, the NOBO or its nominee, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that come before the Meeting and any adjournment or postponement of the Meeting. If the Company receives such instructions at least one Business Day before the deadline for submission of proxies, it is required to deposit the proxy within that deadline, in order to appoint the NOBO or its nominee as proxyholder. If a NOBO requests that the NOBO or its nominee be appointed as proxyholder, the NOBO or its appointed nominee, as applicable, will need to attend the Meeting in person in order for the NOBOs vote to be counted.

Distribution to OBOs

The Company intends to pay for delivery of the Meeting materials to the “objecting beneficial holders” (“OBOs” as defined in NI 54-101) and, as a result, OBOs should receive the Meeting materials from their Intermediary. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure OBOs who wishes to attend the Meeting and vote in person should carefully follow the instructions provided by the Intermediary.

Voting of Company Shares Represented by Management Proxies

The Company Shares represented by a properly executed Proxy or proxy authorization form will be voted for or against in accordance with the instructions of the Company Shareholder on any vote that may be

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called for, and, if the Company Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Company Shares represented by properly executed proxies will be voted accordingly.

In the absence of any instructions to the contrary, the Company Shares represented by Proxy or proxy authorization forms received by management of the Company will be voted FOR the approval of all matters set out in the Proxy or proxy authorization form.

The enclosed form of Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Company Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any other matters do properly come before the Meeting, it is intended that the person appointed as proxy shall vote on such other business in such manner as that person then considers to be proper.

Approval Thresholds

At the Meeting, Company Shareholders will be asked, among other things, to consider and to vote to approve the Arrangement Resolution approving the Arrangement. To be effective, the Arrangement Resolution must be approved by a resolution passed by at least: (i) 66⅔% of the votes cast by Company Shareholders present represented by proxy and entitled to vote at the Meeting; and (ii) a majority of the votes cast by Company Shareholders present or represented by proxy and entitled to vote at the Meeting excluding the votes of Company Shares held or controlled by “interested parties” as defined under MI 61-101. See “The Arrangement – MI 61-101 Protection of Minority Security Holders in Special Transactions”. Completion of the Arrangement is also subject to regulatory approvals and approvals of the Court, as well as certain customary conditions, including the listing of the SpinCo Shares on the TSX-V.

Quorum

Business may be transacted at the Meeting if one or more persons who are, or who represent by proxy, one or more Company Shareholders who, in the aggregate, hold at least five percent (5%) of the issued and outstanding Company Shares entitled to be voted at the Meeting, is present at the Meeting. Only Company Shareholders of record at the close of business on the Record Date, who either attend the Meeting personally or complete and deliver a Proxy in the manner and subject to the provisions described above, will be entitled to vote their Company Shares or to have their Company Shares voted at the Meeting. The failure of any Company Shareholder to receive notice of the Meeting does not deprive the Company Shareholder of the right to vote at the Meeting.

Voting Securities and Principal Holders

The authorized capital of the Company is made up of an unlimited number of Company Shares. Each Company Shareholder is entitled to one vote for each Company Share registered in their name as at the Record Date. Company Shareholders will vote together as a single class on the Arrangement Resolution. As at the close of business on May 20, 2025, 201,784,675 Company Shares were issued and outstanding.

To the knowledge of the directors and executive officers of the Company, as of the Record Date, other than as described below, there are no persons or corporations that beneficially own, directly or indirectly, or exercise control or direction over securities carrying in excess of 10% of the voting rights attached to any class of outstanding voting securities of the Company.

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Beneficial Owner	Company Shares	Percentage of Outstanding Company Shares
Altius Minerals Corporation	39,557,961	19.60%

THE ARRANGEMENT

Details of the Arrangement

On April 21, 2025, the Company and the Purchaser entered into the Arrangement Agreement pursuant to which, among other things, the Purchaser agreed to acquire all of the issued and outstanding Company Shares, subject to the terms and conditions set forth in the Arrangement Agreement. The Arrangement will be effected pursuant to a court-approved arrangement under the BCA. Subject to receipt of the requisite approval of Company Shareholders, the Final Order and the satisfaction or waiver of certain other conditions, all of the issued and outstanding Company Shares (other than any Company Shares acquired by the Purchaser from a Dissenting Shareholder under the Plan of Arrangement) will be transferred to the Purchaser in exchange for the Consideration. The Parties intend to rely upon the Section 3(a)(10) Exemption and similar exemptions from registration under applicable state securities laws with respect to the issuance of the Company Shares, Class A Shares (including the Class A Incentive Shares), SpinCo Shares and Purchaser Shares to be issued pursuant to the Arrangement.

In respect of Options, it is anticipated that all Options will be terminated in accordance with an Optionholder Termination Agreement, such Options referred to as Cash-Out Options. Such Optionholder Termination Agreement shall provide, among other things, that (i) the applicable Optionholder shall pay to the Company no later than five (5) Business Days prior to the effective date of the Arrangement all withholding taxes and any other applicable source deductions that arise in respect of the termination of such Options, and (ii) a full and final release by the Optionholder in favour of the Company in relation to the termination of the Options thereunder. Any Option that is not a Cash-Out Option shall be a "Cancelled Option".

The Company will, by way of an Option Termination Agreement with each Optionholder, seek registration instructions with respect to the SpinCo Share Consideration and All Purchaser Share Consideration, as and if applicable, an election of either All Cash Consideration or All Purchaser Share Consideration.

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entitled to set-off the Cash Consideration payable to such former holder of Cash-Out Options against any indebtedness owing by such former holder of Cash-Out Options. For Cash-Out Options for which there is no Withholding Deficit at the Effective Time, the holder of such Cash-Out Options will be entitled to such number of SpinCo Shares, and, at the election of the holder, either the All Purchaser Share Consideration or the All Cash Consideration, subject to proration, that the holder of the Cash-Out Options is entitled to acquire pursuant to the applicable Optionholder Termination Agreement.

On completion of the Arrangement, Company Shareholders are expected to own 100% of the issued and outstanding SpinCo Shares. For further information regarding SpinCo following completion of the Arrangement, see Appendix “F” “Information Concerning SpinCo”.

Company Pre-Closing Reorganization

Pursuant to the Arrangement Agreement, the Company has agreed to effect a reorganization of its business, operations and assets to transfer all of the assets and liabilities of the Company except for the Silicon Royalty Agreement and certain associated assets and liabilities specified in the Arrangement Agreement to SpinCo pursuant to the SpinCo Contribution Agreement. For a more detailed discussion of the reorganization, see discussion under “Transaction Agreements – Arrangement Agreement – Company Pre-Closing Reorganization”.

SpinCo Private Placement

Background to the Arrangement

The execution of the Arrangement Agreement was the result of the Company’s strategic review of opportunities presented, alternatives available and its desire to maximize stakeholder value. The terms of the Arrangement were the result of extensive arm’s length negotiations conducted among representatives of the Company, the Purchaser, and their respective advisors. The following is a summary of the material events leading up to the execution of the Arrangement Agreement.

The Board, with the assistance of the management of the Company, continually reviews the strategic options and opportunities available to the Company to maximize Company Shareholder value. These opportunities include the possibility of strategic transactions for the sale of the specific assets or other transactions involving the Company with various industry participants. The Board, together with management of the Company, reviews and considers such opportunities as they arise to determine whether pursuing any such opportunities would be in the best interests of Company Shareholders.

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The strategic reviews were largely the result of the growth of the Silicon Royalty asset, a 1% NSR royalty that was retained when project owner and operator AngloGold Ashanti exercised its option on the Expanded Silicon Project in 2020. Over the past five years, the Expanded Silicon Project has seen significant exploration developments, including the delineation of indicated resources of 3.4 million ounces of gold and inferred resources of 12.9 million ounces of gold between the Silicon and Merlin deposits that comprise the Expanded Silicon Project.

In the midst of these exploration developments, in early 2024, the Company received unsolicited informal expressions of interest from various parties for the acquisition of the Silicon Royalty Agreement, none of which were pursued by the Company. At the time, the Company was of the view that there was significantly more value within its portfolio than what was being ascribed to the Company by the market.

In March 2024, AngloGold Ashanti announced positive exploration developments at the Expanded Silicon Project, particularly at the Merlin Deposit, which resulted in a significant increase in the trading price of the Company Shares.

In response to the rising trading price of the Company Shares and continued interest from prospective purchasers, the Company engaged National Bank in April 2024 to provide financial advisory and investment banking services for the purposes of evaluating strategic alternatives, including the potential sale of the Company or the Silicon Royalty Agreement. The Company also began reviewing possible transaction structures with tax and legal advisors, including the tax implications of a sale of the Silicon Royalty Agreement, and other structures including the sale of the Company and the creation of a SpinCo vehicle holding the assets of the Company other than Silicon.

Throughout the summer of 2024, the Company continued to receive unsolicited informal expressions of interest from various parties that proposed a variety of transaction structures including the sale of the Silicon Royalty Agreement, the sale of various royalty assets of the Company, and corporate transactions that proposed a full acquisition of the Company.

Beginning in August 2024, management of the Company began to consider informal expressions of interest from potential purchasers in respect of a possible transaction. At this time the Company entered into confidentiality and standstill agreements with six (6) potential purchasers, including Triple Flag. The Company then invited such potential purchasers to review data room information. However, the Company did not initiate a formal sale process or solicit proposals from third parties.

On December 12, 2024, the Company received a formal proposal from a potential purchaser (“Party A”) to acquire all of the issued and outstanding Company Shares for cash, plus one (1) common share in the capital of SpinCo, underpinned by a 9.9% concurrent equity investment in SpinCo. The proposal contemplated that Party A would acquire the Silicon Royalty Agreement through the acquisition of the Company and all other assets of the Company would be transferred to SpinCo. Upon receipt thereof, National Bank reviewed the offer from Party A and presented to the Board on December 15, 2024. After considering relevant information and in light of the Company’s receipt of unsolicited expressions of interest, the Company determined that the terms proposed by Party A were inadequate and elected to engage with other interested parties who had previously shown interest.

On January 6, 2025, Triple Flag submitted a proposal for the acquisition of the Silicon Royalty Agreement for cash consideration. The Company rejected this initial proposal due to several factors, including the potential tax implications of an asset-level transaction. On January 13, 2025 and January 30, 2025, Triple Flag submitted further proposals for a corporate-level transaction including the SpinCo structure. The Company rejected these proposals as it was determined the terms proposed remained inadequate.

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On January 22, 2025, another interested party (“Party B”) submitted a formal proposal reflecting a value per Company Share similar in headline value to the other proposals received by Party A and Triple Flag, but with consideration taking the form of common shares of Party B in lieu of cash, an equity interest in SpinCo, and an asset swap involving the transfer to SpinCo of an existing NSR royalty on a significant development stage base metal project. After considering relevant information, including potential alternative transactions, the risks and benefits related thereto, and ongoing discussions with National Bank as its financial advisor, the Company ultimately determined that the terms proposed by Party B were inadequate. On January 29, 2025, at the direction of the Board, the Company formally rejected the Party B proposal.

On January 31, 2025, National Bank presented an update to the Board on proposals received to date, discussions with prospective purchasers and strategy going forward. The Company’s legal counsel, Osler, Hoskin & Harcourt LLP (“Osler”), reviewed the Board’s legal obligations with respect to the proposals received. The Board determined that while the proposals received to date were not compelling enough to transact at that time, the Company and National Bank encouraged prospective purchasers to resubmit proposals.

AngloGold Ashanti released an updated resource estimate for the Expanded Silicon Project on February 19, 2025. This updated resource estimate demonstrated a 34% increase in resources in the Merlin deposit that comprises part of the Expanded Silicon Project, bringing the total mineral endowment of the Expanded Silicon Project to 16.3 million ounces gold. Following this announcement by AngloGold Ashanti, the Company established a formal sale process and set a deadline for prospective purchasers to submit revised proposals by March 18, 2025. The Company communicated to prospective purchasers that its optimal structure for a potential transaction would involve the acquisition of the Company with the spinout of all other assets and liabilities to SpinCo.

On March 3, 2025, Party A submitted a second proposal increasing its earlier valuation. After discussions between the Board and National Bank, it was determined that the terms proposed by Party A were still not in the Company’s best interests due to the inadequate value of the Silicon Royalty Agreement and the pending receipt of other proposals based on the March 18, 2025 deadline.

On March 18, 2025, Triple Flag submitted a fourth proposal (the “Fourth Proposal”) with an increased headline value for the Silicon Royalty Agreement, shares of SpinCo plus an investment in SpinCo. On the same day, Party B submitted an improved proposal consisting of an asset swap for a NSR royalty on a significant development stage base metal project, certain exploration assets, payments and other balance sheet items of the Company. Also on March 18, 2025, the Company received a proposal from a fourth interested party (“Party C”) to acquire the Silicon Royalty Agreement as an asset level transaction.

Upon review of the March 18 proposals at a meeting of the Board on March 20, 2025, the Board determined that it was in the best interests of the Company to reject the revised proposals from Party B and Party C due to inferior headline value and the nature of the transaction structure. The Board considered the Fourth Proposal of Triple Flag to represent a compelling proposal.

On March 21, 2025, Party A submitted a further revised proposal with a significant increase in value from its previous proposal. The structure of the revised proposal contemplated a corporate level transaction and a SpinCo, with a concurrent equity investment in SpinCo. Following discussions with National Bank and Osler on March 21, 2025, the Company determined that the revised proposal was deemed competitive, and that management should, among other things, engage with Party A to negotiate a transaction on the best available terms to the Company. Subsequently, the Company approached all other bidders and

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communicated its intention to enter into an exclusivity agreement with Party A in the absence of an improved proposal.

On March 25, 2025, Triple Flag submitted a fifth proposal (the “Fifth Proposal”), which improved headline value for the Silicon Royalty Agreement, comprised of a mix of cash and Purchaser Shares, plus one (1) share of SpinCo, along with a concurrent equity investment in SpinCo envisaged in its prior proposals. Upon review of the Fifth Proposal, National Bank presented to the Board, concluding that the Fifth Proposal was superior to all other proposals, implied a meaningful premium to the trading value of the Company Shares and recommended that the Company enter into an exclusivity agreement with Triple Flag. Osler reviewed the Board’s legal obligations and the merits of entering into an exclusivity arrangement with a single potential purchaser amid a robust auction environment.

In light of the foregoing, the Company provided Party A with an opportunity to provide a more favourable offer, which Party A ultimately declined. On March 25, 2025, The Company and Triple Flag entered into an exclusivity period of 45 calendar days, with a view to completing due diligence and announcing the transaction within the exclusivity period. During the exclusivity period, the Parties and their respective advisors negotiated in good faith with a view to finalizing the procedural steps to the proposed transactions and settling the terms of the Arrangement Agreement and related preliminary documentation. The Parties and their respective legal and tax advisors also negotiated a framework for the establishment of SpinCo. Between March 26 and April 20, 2025, representatives of the Company and Triple Flag, and their respective legal, tax, and financial advisors, met on numerous occasions to review due diligence matters and the structure for a potential transaction, including with respect to SpinCo and to negotiate the terms of the Arrangement Agreement and strategic generative exploration alliance between SpinCo and Triple Flag. The Parties exchanged multiple drafts of the Arrangement Agreement and other transaction documentation during this time.

On April 4, 2025, the Company’s legal counsel met with the independent directors of the Company to provide an update on the transaction and certain deal points that were the subject of negotiation. That meeting also served as a meeting of the Company’s Compensation Committee of the Board to discuss the application of the Omnibus Equity Incentive Compensation Plan relating to acceleration of vesting of share-based incentive compensation and the review of other management incentive compensation in the event of a successful transaction.

The Board had a further update meeting on April 12, 2025 at which the Board and legal counsel discussed the progress of the definitive documentation for the transaction as well as strategies to approach Altius to enter into a voting support agreement in respect of the transaction.

On April 15, 2025, Paddy Nicol, the Company’s President and CEO, contacted the Executive Chairman and the President and CEO of Altius formally requesting that Altius enter into a voting support agreement in respect of the transaction. Altius then began negotiating a voting support agreement with Triple Flag.

On April 20, 2025, the Board formalized the creation of a special committee of independent directors consisting of Tim Janke, Justin Quigley and Samantha Shorter (the “Special Committee”). The purpose of the Special Committee was to comply with the requirements of MI 61-101 with respect to directors and officers of the Company who may receive a collateral benefit (as defined in MI 61-101) as a result of the Arrangement. See “The Arrangement – MI 61-101 Protection of Minority Security Holders in Special Transactions”.

On April 20, 2025, the Company and Triple Flag mutually agreed to the final share exchange ratio, cash component and SpinCo valuation for the transaction. The Parties agreed to a revised headline value of

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C$421,000,000 for the transaction, comprised of a mix of cash and Purchaser Shares (subject to proration such that the cash and securities portions would each represent 50% of the total consideration, excluding SpinCo) equating a value of C$1.63 per Company Share, plus the issuance of 0.25 SpinCo Shares per Company Share representing C$0.37 per Company Share, along with an agreement to invest C$10,000,000 in SpinCo to align with the agreed SpinCo valuation.

On April 20, 2025, Paddy Nicol contacted the CEO of Adrian Day Asset Management and Euro Pacific Asset Management to formally request that both parties enter into a voting support agreement in respect of the transaction.

On the afternoon of April 21, 2025, the Board (including the Special Committee), senior management team and representatives of National Bank and Osler met to review the terms of the Arrangement Agreement and ancillary documents relating to the transaction.

At the meeting, National Bank provided a presentation to the Board and delivered its oral Fairness Opinion, that, as of April 21, 2025, and subject to the assumptions, limitations, and qualifications set out therein, the consideration to be received by Company Shareholders pursuant to the Plan of Arrangement is fair, from a financial point of view, to the Company Shareholders. The meeting of the Board was adjourned to facilitate a meeting of the Special Committee. The Special Committee, with the assistance of Osler, reviewed the terms and conditions of the transaction. The Special Committee unanimously determined that the Arrangement is fair to the Company Shareholders and the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company and recommended to the Board that the Board approve the Arrangement and the entering into of the Arrangement Agreement and ancillary agreements, and recommend that Company Shareholders vote in favour of the Arrangement.

The meeting of the Board was then reconvened. A further discussion ensued, including a review of the terms and conditions of the transaction and, in particular, the ability to respond to unsolicited superior proposals, the benefits and risks associated with the Arrangement, the business of the Company, the continuation of the business of the Company through SpinCo, the market value of the business of SpinCo, the expected timing, the risks associated with the Arrangement, including the requirement for Company Shareholder approval and the entering into of the Voting and Support Agreements, the Fairness Opinion and other relevant matters, the Board, on the unanimous recommendation of the Special Committee, unanimously: (i) approved the Arrangement and the entering into of the Arrangement Agreement; (ii) determined that the Arrangement is in the best interests of the Company and is fair, from a financial point of view, to Company Shareholders, and (iii) determined to recommend that Company Shareholders vote in favour of the Arrangement.

The Company and Triple Flag settled the final terms of and entered into the Arrangement Agreement thereafter on April 21, 2025. At the same time, each of the directors and officers of the Company, together with Altius, Adrian Day Asset Management, and Euro Pacific Asset Management, entered into Voting and Support Agreements pursuant to which they agreed to vote their Company Shares in favour of the Arrangement, subject to certain terms and conditions.

The Parties jointly announced the transaction before the commencement of trading on April 22, 2025.

Recommendation of the Board

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Board, after consulting with outside legal and financial advisors and the recommendation of the Special Committee, has unanimously determined that the Arrangement is in the best interests of the Company, and unanimously recommends that Company Shareholders vote FOR the Arrangement Resolution.

The Board, after careful consideration of the terms and conditions of the Arrangement, the recommendation of the Special Committee and the Fairness Opinion, consultations with outside legal and financial advisors and such other matters as it considered necessary and relevant, including the factors and reasons set out below under the heading “The Arrangement – Reasons for the Recommendation of the Board”, unanimously determined that the Arrangement is in the best interests of the Company. Accordingly, the Board unanimously recommends that Company Shareholders vote FOR the Arrangement Resolution.

Reasons for the Recommendation of the Board

In reaching its conclusions and formulating its recommendation, the Board consulted its legal and financial advisors and the Special Committee. The Board also reviewed technical, financial and operational information relating to the Company and considered a number of factors and reasons, including those listed below. The following is a summary of the principal reasons for the unanimous determination of the Board that the Arrangement is fair to Company Shareholders and is in the best interests of the Company and the recommendation of the Board that Company Shareholders vote FOR the Arrangement Resolution.

Significant Premium to Company Shareholders. The Consideration offered to Company Shareholders under the Arrangement represents a premium of approximately 38%, which includes the implied value of the SpinCo, and based on the closing price of the Purchaser Shares and the Company Shares as of April 17, 2025, on the TSX and the TSX-V respectively, and a premium of 32% to the 20-day volume weighted average price of the Purchaser Shares and the Company Shares on the TSX and the TSX-V as of April 17, 2025, respectively. The significant cash component of the Consideration enables Company Shareholders to immediately realize value and decrease the overall risk associated with the Arrangement.
Value for the Expanded Silicon Project. Company Shareholders will receive significant immediate value for the royalty under the Silicon Royalty Agreement, reducing exposure to exploration and development risk for the Expanded Silicon Project.
Immediate Liquidity. Significant cash component of the Consideration delivers immediate liquidity and value certainty in a volatile market. A significant portion of the Consideration to be received by Company Shareholders is payable in cash and therefore provides Company Shareholders with certainty of value and immediate liquidity amidst an uncertain outlook for the global economy.
Optionality to Company Shareholders. The Company Shareholders have the option to receive either (a) C$1.63 in cash for each Company Share held or (b) 0.05355 of a Purchaser Share for each Company Share held, in each case, subject to proration, as well as 0.25 SpinCo Shares per Company Share.
Inherent Value of Purchaser Shares. Certain, if not all of the Company Shareholders will have continued exposure to the Expanded Silicon Project, through their holdings of the Purchaser Shares. As the Purchaser has more than 230 royalty and streaming assets, Company Shareholders will also benefit from the Purchaser’s greater market scale, trading liquidity and quarterly dividends.
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Enhanced Exposure to Assets through SpinCo. The Arrangement has been structured in such a way that SpinCo will provide enhanced exposure to upside potential from the Company's assets, other than the Silicon Royalty Agreement, including the high-quality revenue-generating Ermitaño Gold and Silver Mine. The Company's project generation business has a proven track record of successfully identifying prospective assets, such as the Ermitaño Gold and Silver Mine and the Expanded Silicon Project.
Potential to unlock significant value through SpinCo. Company Shareholders will benefit from a strong portfolio of assets, a strong balance sheet with no corporate debt and the proven track record of the Company's management team. With the implied value of the SpinCo Shares, the SpinCo management team sees significant potential upside for the Company Shareholders.
Significant Shareholder Support. Altius, Adrian Day Asset Management and Euro Pacific Asset Management, together with all of the directors and senior officers of the Company, have entered into Voting and Support Agreements with the Company and the Purchaser. In each case, they have agreed, among other things, to vote all of their Company Shares in favour of the Arrangement Resolution, subject to the terms and conditions thereof and as further set forth in "Transaction Agreements - Voting and Support Agreements". In the aggregate, the parties to the Voting and Support Agreements collectively own or control approximately 39.5% of the issued and outstanding Company Shares, on a non-diluted basis, as of the Record Date.
Fairness Opinion. National Bank was engaged as financial advisor to the Board and provided its opinion to the Board to the effect that, as of the date thereof, and subject to the assumptions, limitations and qualifications set out in the fairness opinion delivered by National Bank, the Consideration to be received by Company Shareholders under the Arrangement is fair, from a financial point of view, to Company Shareholders.

Arm's Length Negotiations. The Arrangement Agreement is the result of an arm's length negotiation process that was supervised throughout and has been unanimously recommended by the Special Committee comprised of independent directors.
Likelihood of the Arrangement Being Completed. The likelihood of the Arrangement being completed is considered by the Board to be high, in light of the experience, reputation and financial capability of the Purchaser and the absence of significant closing conditions outside the control of the Company.
Superior Proposals. The terms of the Arrangement Agreement allow the Board to respond, in accordance with its fiduciary duties, to an unsolicited Acquisition Proposal that would be reasonably likely, if consummated in accordance with its terms, to be a Superior Proposal.
The Termination Fee. The amount of the Termination Fee, being US$12,500,000, payable to the Purchaser in connection with a termination of the Arrangement Agreement is reasonable in the circumstance and is not preclusive of other proposals.
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Approval Thresholds. The Board considered the fact that the Arrangement Resolution must be approved by at least 66⅔% of the votes cast by the Company Shareholders present in person or by proxy at the Meeting and by a simple majority of the votes cast excluding the votes of “interested parties” as defined under MI 61-101. The Board also considered the fact that the Arrangement must also be approved by the Court, which will consider the substantive and procedural fairness of the Arrangement to all Company Shareholders.
Dissent Rights. Any Registered Holder who opposes the Arrangement may, on strict compliance with certain conditions, exercise its Dissent Rights and receive the fair value of the Company Shares held by Dissenting Shareholders in accordance with the Arrangement.

The Board also considered a variety of risks relating to the Arrangement including those matters described under the heading “Risk Factors”. The Board believes that, overall, the anticipated benefits of the Arrangement to Company outweigh these risks.

The foregoing summary of the information and factors considered by the Board in reaching its determination and recommendation is not intended to be exhaustive but includes the material information and factors considered by the Board in its consideration of the Arrangement. In view of the wide variety of factors and the amount of information considered in connection with the Board’s evaluation of the Arrangement and the complexity of these matters, the Board did not find it practicable to, and did not quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusion and recommendation. The recommendation of the Board was made after consideration of all of the above-noted and other factors and in light of the Board’s knowledge of the business, financial condition and prospects of the Company and the Purchaser and were based upon consultation with the Company’s outside legal and financial advisors and the Special Committee. In addition, individual members of the Board may have assigned different weights to different factors.

Fairness Opinion

Pursuant to an engagement letter dated as of April 1, 2024, National Bank was retained by the Board to, among other things, deliver an opinion to the Board as to the fairness of the Consideration to be received under the Arrangement, from a financial point of view, to Company Shareholders. On April 21, 2025, National Bank delivered to the Board its oral opinion, later confirmed in writing, that, on the basis of the particular assumptions and limitations set forth therein, as of such date, the Consideration to be received by Company Shareholders under the Arrangement is fair, from a financial point of view, to Company Shareholders.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, the scope of the review, methodologies followed and limitations and qualifications in connection with the Fairness Opinion, is set forth in Appendix “C” to this Company Circular. This summary of the Fairness Opinion is qualified in its entirety by the full text of the opinion and Company Shareholders are urged to read the Fairness Opinion in its entirety.

The Company will pay National Bank a fee for its services, a substantial portion of which is contingent on the successful outcome of the Arrangement or an alternative transaction. National Bank will also be reimbursed of all reasonable legal and out-of-pocket expenses. In addition, National Bank is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by the Company in certain circumstances.

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The Fairness Opinion has been provided solely for the use of the Board for the purposes of considering the Arrangement and may not be used or relied upon by any other person or for any other purpose without the prior written consent of National Bank. The Fairness Opinion is not to be construed as a valuation of the Company or the Purchaser, or any of their respective assets, securities or liabilities (whether on a standalone basis or as a combined entity).

The Fairness Opinion does not constitute a recommendation as to whether or not Company Shareholders should vote in favour of the Arrangement Resolution or any other matter. The Fairness Opinion is one of a number of factors taken into account by the Board in approving the terms of the Arrangement Agreement and the Plan of Arrangement, determining that the Arrangement is in the best interests of the Company and unanimously recommending that Company Shareholders vote FOR the Arrangement Resolution.

Interests of Certain Persons in the Arrangement

In considering the Arrangement and the recommendation of the Board with respect to the Arrangement, Company Shareholders should be aware that certain directors and executive officers of the Company have certain interests that are, or may be, different from, or in addition to, the interests of other Company Shareholders generally, which may present them with actual or potential conflicts of interest in connection with the Arrangement.

The Board was aware of these interests and considered them, among other matters, when evaluating and negotiating the Arrangement Agreement and recommending approval of the Arrangement by Company Shareholders, as applicable.

Ownership of Securities of the Company

As of the Record Date, directors and executive officers of the Company beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 7,830,992 Company Shares, as well as an aggregate of 8,451,000 Company Shares issuable upon the exercise of 7,003,000 Options, 350,000 DSUs and 1,098,000 RSUs, representing, on a partially diluted basis, approximately 7.84% of the Company Shares outstanding as of the close of business on the Record Date.

All of the Company Shares held by the directors and executive officers of the Company will be treated in the same fashion under the Plan of Arrangement as Company Shares held by every other Company Shareholder.

All of the Options, RSUs and DSUs held by the directors and executive officers of the Company will be treated in the same fashion under the Plan of Arrangement as the Options, RSUs and DSUs held by every other Optionholder, RSU holder and DSU holder, respectively.

See "The Arrangement – Principal Steps of the Arrangement".

As of the date of this Company Circular, there are an aggregate of: (i) 9,260,500 Options, (ii) 1,623,000 RSUs and (iii) 350,000 DSUs outstanding.

The Options, RSUs and DSUs do not have votes attached to them for the purpose of the matters before the Meeting.

Termination and Change of Control Benefits and Cash Bonuses

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Pursuant to the terms of their respective employment agreements with the Company, certain executive officers of the Company are entitled to certain payments upon a “change of control” (as defined in the respective employment or consulting agreements) or termination (as defined in the respective employment or consulting agreements) as part of their employment or consulting agreements with the Company. Certain executive officers of the Company are also entitled to cash bonuses in connection with the completion of the Arrangement. Listed below is a summary of the estimated lump sum payments applicable to the executive officers of the Company:

Name and Position	Estimated Lump Sum Payment
J. Patrick Nicol, President, Chief Executive Officer and Director	$1,252,339
Marcus Tran, Chief Financial Officer	$571,419
Marco LoCascio, VP Corporate Development	$551,196
Laurence Pryer, VP Exploration	$215,611

Indemnification and Insurance

In order to ensure that the Company’s directors do not lose or forfeit their protection under liability insurance policies maintained by the Company, the Arrangement Agreement provides for the customary maintenance of such protection for six years.

Pursuant to the Arrangement Agreement, prior to the Effective Time, the Company shall purchase customary “tail” directors’ and officers’ liability insurance providing coverage for a period of six years from the Effective Date with respect to claims arising from or related to facts, circumstances or events which occur on or prior to the Effective Date, provided that the total cost of such run-off directors’ and officers’ liability insurance shall not exceed 300% of the current annual premium for directors’ and officers’ liability insurance currently maintained by the Company.

MI 61-101 Protection of Minority Security Holders in Special Transactions

Business Combination

The Company is subject to the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 establishes a securities regulatory framework that mitigates risks to minority security holders when a related party of the issuer, who may have superior access to information or significant influence, is involved in certain transactions. MI 61-101 does this generally by requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties and/or, in certain instances, independent valuations. The protections of MI 61-101 generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of certain securityholders without their consent.

MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer (i) is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with certain transactions (such as the Arrangement), or (ii) is party to a “connected transaction” (as defined in MI 61-

101) to certain transactions (such as the Arrangement), such transaction may be considered a “business combination” for the purposes of MI 61-101 and may be subject to minority approval requirements.

Collateral Benefits

A “collateral benefit”, as defined under MI 61-101, includes any benefit that a “related party” of the Company (which includes the directors and senior officers of the Company) is entitled to receive, directly or indirectly, as a consequence of the Arrangement including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, trustee or consultant of the Company. However, MI 61-101 excludes from the meaning of “collateral benefit” certain benefits to a related party received solely in connection with the related party’s services as an employee, trustee or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer where, among other things (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner, (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction, and, either: (x) at the time the transaction was agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than one percent (1%) of the outstanding shares of the issuer; or (y) if the transaction is a “business combination”, (I) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities beneficially owned by the related party, (II) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than five percent (5%) of the value referred to in subclause (I), and (III) the independent committee’s determination is disclosed in the disclosure document for the transaction.

If a “related party” receives a “collateral benefit” in connection with the Arrangement, the Arrangement Resolution will require “minority approval” (as defined in MI 61-101) in accordance with MI 61-101. If “minority approval” is required, the Arrangement Resolution must be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by any “related party” of the Company who will receive a “collateral benefit” in connection with the Arrangement. This approval is in addition to the requirement that the Arrangement Resolution must be approved by two-thirds of the votes cast by the Company Shareholders present in person or represented by proxy at the Meeting and entitled to vote.

Refer to the table above under the heading “Interests of Certain Persons in the Transactions – Termination and Change of Control Benefits and Cash Bonuses” for a description of the “collateral benefits” that the senior officers of the Company may be entitled to receive in connection with the Arrangement.

In addition, directors and senior officers of the Company hold Options, DSUs and RSUs. If the Arrangement is completed, all Options, DSUs and RSUs will be deemed to be vested or exercisable and surrendered, or exercised and cancelled, as applicable, in exchange for the applicable consideration therefor to which such holders are entitled pursuant to the Plan of Arrangement, less applicable withholdings. See “The Arrangement – Principal Steps of the Arrangement”.

The accelerated vesting and surrender of the RSUs and DSUs and the surrender and cancellation or exercise of the Options, and the applicable consideration paid for such RSUs, DSUs and Options under the Arrangement, and any change of control and termination payments and cash bonuses, as applicable, may be considered a “collateral benefit” received by directors and senior officers of the Company for purposes of MI 61-101.

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Following disclosure by each of the directors and senior officers of the Company of the number of securities of the Company held by them and the total consideration that they expect to receive pursuant to the Arrangement, the only directors or senior officers of the Company who are receiving a benefit in connection with the Arrangement and beneficially own or exercise control or direction over more than one percent (1%) of the Company Shares are Mr. J. Patrick Nicol, Mr. Roland Butler and Mr. Marco Locascio.

The Special Committee has determined that the value of any benefits to be received by each of Mr. J. Patrick Nicol, Mr. Roland Butler and Mr. Marco Locascio, net of any offsetting costs, is more than 5% of the value of consideration that Mr. J. Patrick Nicol, Mr. Roland Butler and Mr. Marco Locascio, respectively, expect they will be beneficially entitled to receive under the terms of the Arrangement (including in exchange for the equity securities beneficially owned by them). As a result of the foregoing, (i) the Company Shares that Mr. J. Patrick Nicol beneficially owns, directly or indirectly, or over which he has control or direction (being 2,028,184 Company Shares or approximately 1.01% of the issued and outstanding Company Shares as of the Record Date) will be excluded for the purpose of determining if minority approval of the Arrangement is obtained, (ii) the Company Shares that Mr. Roland Butler beneficially owns, directly or indirectly, or over which he has control or direction (being 2,800,000 Company Shares or approximately 1.39% of the issued and outstanding Company Shares as of the Record Date) will be excluded for the purpose of determining if minority approval of the Arrangement is obtained, and (iii) the Company Shares that Mr. Marco Locascio beneficially owns, directly or indirectly, or over which he has control or direction (being 2,144,580 Company Shares or approximately 1.06% of the issued and outstanding Company Shares as of the Record Date) will be excluded for the purpose of determining if minority approval of the Arrangement is obtained.

Formal Valuation

The Company is not required to obtain a formal valuation under MI 61-101 in connection with the Arrangement, as (i) no "interested party" would, as a consequence of the Arrangement, directly or indirectly acquire the Company or the business of the Company, or combine with the Company, through an amalgamation, arrangement or otherwise, whether alone or with joint actors and (ii) there is no "connected transaction" involving an "interested party" that would qualify as a "related party transaction" (as defined in MI 61-101) for which the Company would be required to obtain a formal valuation.

Prior Valuations

To the knowledge of the directors and senior officers of the Company, there have been no "prior valuations" (as defined in MI 61-101) prepared in respect of the Company within the 24 months preceding the date of this Company Circular.

Prior Offers

Except as described in this Company Circular under the heading "The Arrangement – Background to the Arrangement", the Company has not received any bona fide prior offer relating to the subject matter of, or otherwise relevant to, the Arrangement in the past 24 months preceding the entry into the Arrangement Agreement. See "The Arrangement – Background to the Arrangement".

Other

The Company confirms that during the process of review and approval of the Arrangement, there was no materially contrary view or abstention by a director or any material disagreement between the Board and the Special Committee.

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Principal Steps of the Arrangement

The following description of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix “B” to this Company Circular and which has been filed by the Company (as Schedule A to the Arrangement Agreement) under its profile on SEDAR+ at www.sedarplus.ca.

The following steps will occur prior to, and will be conditions precedent to, the implementation of the Plan of Arrangement:

(a) The implementation of the Arrangement is subject to a number of conditions being satisfied or waived by the Company or the Purchaser, as applicable, on or prior to the Effective Time, including the following:

(b) The Arrangement Resolution has been approved and adopted by Company Shareholders at the Meeting in accordance with the Interim Order and Law;

(d) No law is in effect and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes the consummation of the Arrangement illegal or otherwise directly or indirectly restrains, prohibits or enjoins the Purchaser or SpinCo or the Company from consummating the Arrangement in accordance with the terms of the Arrangement Agreement or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Purchaser Material Adverse Effect or a Company Material Adverse Effect;

(e) Receipt of conditional approval from each of the TSX and NYSE in respect of the listing thereon, subject to customary conditions including official notice of issuance, of the Purchaser Share Consideration to be issued pursuant to the Arrangement;

(f) Receipt of the approval of the TSX-V in respect of the listing of the SpinCo Shares thereon, subject to official notice of issuance;

(g) Receipt of the required Regulatory Approvals, all of which shall be in force and not modified or rescinded;

(h) The representations and warranties of each of the Purchaser and the Company contained in the Arrangement Agreement shall be true and correct as of the Effective Date, subject to certain qualifications;

(i) Compliance in all material respects by the Company and the Purchaser with all covenants required to be performed under the Arrangement Agreement, subject to certain qualifications;

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(j) No Company Material Adverse Effect having occurred on the Company or the Purchaser; and

(k) No more than five percent (5%) of the issued and outstanding Company Shares shall have validly exercised Dissent Rights in respect of the Arrangement and have not withdrawn such exercise as of the Effective Date.

Commencing at the Effective Time, without any further act or formality, each of the events set out below shall occur and be deemed to occur in the following sequence, unless specifically noted:

(i) each holder of such RSUs shall pay to the Company the amount received by it pursuant

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to section 2.3(a) of the Plan of Arrangement;

(ii) each holder of such RSUs shall cease to be the holder thereof and to have any rights as holder of such RSUs and such RSUs shall be immediately cancelled;

(iii) the name of each such holder shall be removed from the register of the RSU holders maintained by or on behalf of the Company;

(v) subject to the Purchaser agreeing to an alternative means of repayment, Purchaser shall be entitled to set-off the Cash Consideration payable to the former holder of such RSUs pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of RSUs to the Purchaser pursuant to Section 2.3(a) of the Plan of Arrangement.

(i) each holder of such DSUs shall pay to the Company the amount received by it pursuant to Section 2.3(a) of the Plan of Arrangement;

(ii) each holder of such DSUs shall cease to be the holder thereof and to have any rights as holder of such DSUs and such DSUs shall be immediately cancelled;

(iii) the name of each such holder shall be removed from the register of the DSU holders maintained by or on behalf of the Company;

(v) subject to the Purchaser agreeing to an alternative means of repayment, Purchaser shall be entitled to set-off the Cash Consideration payable to the former holder of such DSUs pursuant to the Plan of Arrangement and the Arrangement against the indebtedness owing by such former holder of DSUs to the Purchaser pursuant to Section 2.3(b) of the Plan of Arrangement;

(h) Thirty-five minutes following the Effective Time:

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(i) in the course of the reorganization of the Company’s issued and outstanding share capital, (a) each then issued and outstanding Company Share (excluding any Company Share issued pursuant to Section 2.3(e) or Section 2.3(f) of the Plan of Arrangement or Company Shares acquired by the Purchaser pursuant to Section 2.3(c)) will be deemed to be exchanged (without any action on the part of the holder of such Company Share) for one Class A Share (free and clear of all Liens) and the SpinCo Share Consideration (free and clear of all Liens), and (b) each then issued and outstanding Company Share issued pursuant to Section 2.3(e) or Section 2.3(f) of the Plan of Arrangement will be deemed to be exchanged for one Class A Incentive Share (free and clear of all Liens) and the SpinCo Share Consideration (free and clear of all Liens), and in each case each such Company Share so exchanged shall thereupon be cancelled. No other consideration will be received by any holder of the Company Shares;

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(j) Forty-five minutes following the Effective Time, each Optionholder who holds a Cancelled Option will be deemed to exercise such Cancelled Option and will receive such number of SpinCo Shares and Class A Shares such Optionholder would have received if such Optionholder had exercised such Cancelled Options and took part in the exchange in Section 2.3(h)(i) of the Plan of Arrangement, and: