Orogen signs LOI to option Table Mountain to TGC

Executive Summary

• Orogen Royalties Inc. and Altius Minerals Ltd. have signed a binding Letter of Intent (LOI) to option the Table Mountain gold project in Nevada from Toogood Gold (TGC).
• Toogood Gold has an exclusive 45-day period to conduct due diligence and execute a definitive agreement to acquire a 100% interest in the project.
• The transaction involves a share-based consideration valued at $2.25 million (based on Feb 27, 2026 prices) and the grant of a 3% Net Smelter Return (NSR) royalty, subject to specific buydown provisions.

Key Details

• Transaction Structure: Binding LOI signed between Orogen Royalties Inc. (via subsidiary) and Altius Minerals Ltd. (alliance partners) with Toogood Gold (TGC).
• Target Asset: Table Mountain gold project, consisting of 184 lode claims located 45 km north of Pioche, Nevada, within the Oligo-Miocene Indian Peak Caldera complex.
• Option Terms: Toogood Gold may acquire 100% interest by issuing 16,683,430 Toogood shares to the alliance partners, distributed as follows:
  • 1,000,000 shares within 3 days of signing the definitive agreement.
  • 3,500,000 shares within 6 months of the effective date.
  • 5,500,000 shares within 1 year of the effective date.
  • 6,683,430 shares within 2 years of the effective date.
• Valuation: Aggregate market value of share consideration is $2.25 million, based on Toogood's share price as of February 27, 2026.
• Royalty Terms: Upon completion, Toogood grants a 3% NSR royalty to the alliance partners, subject to buydowns:
  • 0.5% NSR buydown for $5.0 million (USD) up to the 4th anniversary of option exercise.
  • 0.5% NSR buydown for $15.0 million (USD) within 120 days after completion of a NI 43-101 prefeasibility study.
• Alliance Split: Proceeds split evenly between Orogen and Altius; each receives 8,341,715 shares and a 1.5% NSR royalty upon completion.
• Project Geology:
  • Focused on a 4x2 km alteration cell (kaolinite and weakly crystalline illite) consistent with high-level epithermal systems.
  • No historical drilling, trenching, or prospecting evidence found.
  • Widespread veining with widths locally exceeding 3 meters.
  • Anomalous precious metal values up to 2.62 g/t gold and 49.7 g/t silver in surface outcroppings.
  • Vein textures include crustiform-colloform fine-grained quartz and coarse silica after platy calcite (typical of low-sulphidation epithermal veins).
• Technical Review: Data reviewed by Laurence Pryer, PhD, PGeo, VP of Exploration for Orogen (Qualified Person under NI 43-101).
• Sampling Method: First-pass reconnaissance samples (grab/select nature); analyzed by ALS Geochemistry via Au-ICP21, Hg-MS42, and ME-MS61. No standards, blanks, or duplicates inserted during this initial sampling phase.

Notable Quotes

• "The multiple outcropping gold-bearing veins at Table Mountain represent one of the most compelling and simple targets the Orogen generative team have identified in the last few years. It's been very exciting to discover gold-bearing veins at surface with no evidence of historical drilling, trenching or even prospecting in an overlooked part of Nevada. We are excited to bring in Toogood whose team, we believe, will rapidly advance and test the property." — Paddy Nicol, CEO of Orogen