OR Royalties enters definitive deal to acquire Terraco

Executive Summary

• OR Royalties Inc. has entered into a definitive agreement to acquire Terraco Gold Corp. (a subsidiary of Sailfish Royalty Corp.) for $168 million USD, gaining control of net smelter return (NSR) royalties on the Spring Valley gold project in Nevada and the adjacent Moonlight property.
• The acquisition significantly consolidates OR Royalties' interest in the Spring Valley project, which is fully permitted and entering construction, with first gold production expected in the first half of 2028.
• The transaction is expected to enhance OR Royalties' five-year gold equivalent ounce (GEO) growth profile beyond its existing 2030 outlook and maintains the company's focus on precious metals in Tier 1 jurisdictions.

Key Details

• Transaction Value: Total cash consideration of $168 million USD.
• Target Assets: Acquisition of Terraco Gold Corp., which holds NSR royalties on:
  • Spring Valley Project (Pershing County, Nevada):
    • 3.0% effective NSR on the Schmidt claim block (covering the majority of the proposed open-pit).
    • 1.0% NSR on a portion of the proposed open pit (additional royalty areas).
    • 0.5% NSR on a portion of the proposed open pit (perimeter royalty area).
  • Moonlight Property (Adjacent to Spring Valley):
    • 2.0% NSR on the property owned by Waterton Gold Corp.
• Post-Transaction Ownership at Spring Valley: Upon closing, OR Royalties will hold a combined:
  • 6.0% NSR on the Schmidt claims.
  • 4.0% NSR on the additional royalty areas.
  • 1.0% NSR on the perimeter royalty area.
• Project Status & Timeline:
  • Spring Valley is fully permitted (BLM positive record of decision announced July 15, 2025).
  • Project is entering the construction phase.
  • First gold production expected in the first half of 2028.
  • GEOs to OR Royalties expected to start as early as 2029.
• Spring Valley Project Metrics (Solidus Resources LLC):
  • Mineral Reserves: 3.88 million ounces gold (Au) (306.9 million short tons grading 0.013 troy oz/short ton).
  • Production Profile:
    • Life-of-mine (LOM) average production: >300,000 oz Au/year.
    • First five years average: 348,000 oz Au/year.
    • LOM life: 10+ years.
  • Costs: LOM all-in sustaining costs (AISC) of approximately $1,103/oz Au.
  • Recovery Rates:
    • Run of mine: 79% (oxide), 70% (transition), 56% (sulphide).
    • Crushed: 88% (oxide), 80% (transition), 74% (sulphide).
  • Valuation Basis: Mineral reserve estimate prepared per 2014 CIM standards using a gold price of $1,800/ounce.
• Regulatory Conditions: Transaction subject to approval of the TSX Venture Exchange and other customary closing conditions.
• Closing Date: Expected to be completed in the first half of 2026.

Notable Quotes

• "Consolidating our royalty interest in Spring Valley, a fully permitted, multimillion-ounce gold project in Nevada, is a high-conviction move for OR Royalties. This acquisition enhances our peer-leading growth profile by adding significant, long-life gold production starting in 2028 (with GEOs to OR Royalties starting as early as 2029), further validating our strategy of acquiring top-tier assets in the world's best mining jurisdictions." — Jason Attew, President and CEO, OR Royalties