OR Royalties Inc 6-K, filed Feb 19, 2026
OR Royalties Inc. (OR)
About this 6-K
OR Royalties Inc filed this 6-K on February 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-37814
OR ROYALTIES INC.
(Translation of registrant's name into English)
1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Qc H3B 2S2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [X] Form 40-F
SUBMITTED HEREWITH
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OR ROYALTIES INC. | |
| (Registrant) |
| Date: February 18, 2026 | By: | /s/ André Le Bel |
| André Le Bel | ||
| Title: | Vice President, Legal Affairs and Corporate Secretary |
Consolidated Financial Statements
For the years
ended
December 31, 2025 and 2024
| OR Royalties Inc. |
| Consolidated Financial Statements |
Management's Report on Internal Control over Financial Reporting
OR Royalties Inc.'s (the "Company's") management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (United States), as amended.
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as at December 31, 2025. The Company's management conducted an evaluation of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the Company's management's assessment, the Company's internal control over financial reporting is effective as at December 31, 2025.
The effectiveness of the Company's internal control over financial reporting as at December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is located on the next pages.
| (signed) Jason Attew | (signed) Frédéric Ruel |
| President, Chief Executive Officer and Director | Vice President, Finance and Chief Financial Officer |
February 18, 2026
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of OR Royalties Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of OR Royalties Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income (loss), of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
PricewaterhouseCoopers LLP
1250 René-Lévesque Boulevard West, Suite 2500
Montréal, Quebec, Canada H3B 4Y1
T.: +1 514 205 5000, F.: +1 514 876 1502
Fax to mail: ca_montreal_main_fax@pwc.com
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment indicators of royalty, stream and other interests
As described in Notes 3, 5 and 11 to the consolidated financial statements, the Company's royalty, stream and other interests carrying amount was $1,140 million as of December 31, 2025. Management assesses at each reporting date whether there are indicators that the carrying amount may not be recoverable, which give rise to the requirement to conduct a formal impairment test. Impairment is assessed at the cash-generating unit (CGU) level, which is usually at the individual royalty, stream and other interests level for each property from which cash inflows are generated. Management uses judgement when assessing whether there are indicators of impairment, including a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information.
The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators of royalty, stream and other interests is a critical audit matter are (i) the judgement by management when assessing whether there were indicators of impairment which would require a formal impairment test to be performed; and (ii) a high degree of auditor judgement, subjectivity and effort in performing procedures to evaluate audit evidence related to management's assessment of impairment indicators related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's assessment of impairment indicators of royalty, stream and other interests. These procedures also included, among others, evaluating the reasonableness of management's assessment of impairment indicators for a sample of royalty, stream and other interests, related to a significant change in mineral reserve and resources, significant negative industry or economic trends, significantly lower production than expected, a significant change in current or forecast commodity prices and other relevant operator and financial information by considering (i) current and past performance of royalty, stream and other interests; (ii) consistency with external market and industry data; (iii) publicly disclosed or other relevant information of operators of royalty, stream and other interests; and (iv) consistency with evidence obtained in other areas of the audit.
/s/PricewaterhouseCoopers LLP
Montréal, Canada
February 18, 2026
We have served as the Company's auditor since 2006.
| OR Royalties Inc. |
| Consolidated Balance Sheets |
| As at December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Notes | $ | $ | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | 6 | 142,131 | 59,096 | |||||
| Amounts receivable | 7 | 3,227 | 3,106 | |||||
| Other assets | 8 | 2,326 | 1,612 | |||||
| 147,684 | 63,814 | |||||||
| Non-current assets | ||||||||
| Investments in associates | 9 | - | 43,262 | |||||
| Other investments | 10 | 189,260 | 74,043 | |||||
| Royalty, stream and other interests | 11 | 1,140,026 | 1,113,855 | |||||
| Goodwill | 12 | 81,134 | 77,284 | |||||
| Other assets | 8 | 8,375 | 5,376 | |||||
| 1,566,479 | 1,377,634 | |||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 13 | 7,477 | 5,331 | |||||
| Dividends payable | 16 | 10,293 | 8,433 | |||||
| Income tax liabilities | 13,655 | - | ||||||
| Lease liabilities | 14 | 1,207 | 852 | |||||
| 32,632 | 14,616 | |||||||
| Non-current liabilities | ||||||||
| Lease liabilities | 14 | 3,795 | 3,931 | |||||
| Long-term debt | 15 | - | 93,900 | |||||
| Deferred income taxes | 18 | 98,011 | 76,234 | |||||
| 134,438 | 188,681 | |||||||
| Equity | ||||||||
| Share capital | 16 | 1,688,122 | 1,675,940 | |||||
| Contributed surplus | 65,873 | 63,567 | ||||||
| Accumulated other comprehensive loss | (51,780 | ) | (141,841 | ) | ||||
| Deficit | (270,174 | ) | (408,713 | ) | ||||
| 1,432,041 | 1,188,953 | |||||||
| 1,566,479 | 1,377,634 |
APPROVED ON BEHALF OF THE BOARD
(signed) Norman MacDonald, Director (signed) Wendy Louie, Director
| OR Royalties Inc. |
| Consolidated Statements of Income |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
| 2025 | 2024 | ||||||||||||||||
| Notes | $ | $ | |||||||||||||||
| Revenues | 19 | 277,370 | 191,157 | ||||||||||||||
| Cost of sales | 19 | (9,115 | ) | (6,738 | ) | ||||||||||||
| Depletion | 19 | (35,770 | ) | (32,607 | ) | ||||||||||||
| Gross profit | 232,485 | 151,812 | |||||||||||||||
| Other operating expenses | |||||||||||||||||
| General and administrative | 19 | (20,932 | ) | (18,298 | ) | ||||||||||||
| Business development | 19 | (9,293 | ) | (5,632 | ) | ||||||||||||
| Impairment of royalty, stream and other interests | 19 | (5,495 | ) | (49,558 | ) | ||||||||||||
| Operating income | 196,765 | 78,324 | |||||||||||||||
| Interest income | 4,021 | 4,153 | |||||||||||||||
| Finance costs | (4,475 | ) | (7,966 | ) | |||||||||||||
| Foreign exchange gain (loss) | 645 | (4,424 | ) | ||||||||||||||
| Share of loss of associates | (14,178 | ) | (30,025 | ) | |||||||||||||
| Other gains (losses), net | 19 | 58,607 | (9,920 | ) | |||||||||||||
| Earnings before income taxes | 241,385 | 30,142 | |||||||||||||||
| Income tax expense | 18 | (35,297 | ) | (13,875 | ) | ||||||||||||
| Net earnings | 206,088 | 16,267 | |||||||||||||||
| Net earnings per share | 21 | ||||||||||||||||
| Basic | 1.10 | 0.09 | |||||||||||||||
| Diluted | 1.09 | 0.09 | |||||||||||||||
| OR Royalties Inc. |
| Consolidated Statements of Comprehensive Income (Loss) |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| 2025 | 2024 | |||||||
| Notes | $ | $ | ||||||
| Net earnings | 206,088 | 16,267 | ||||||
| Other comprehensive income (loss) | ||||||||
| Items that will not be reclassified to the consolidated statement of income | ||||||||
| Changes in fair value of financial assets at fair value through other comprehensive income | 59,673 | (4,778 | ) | |||||
| Income tax effect | (2,050 | ) | 918 | |||||
| Share of other comprehensive loss of an associate | (964 | ) | (1,795 | ) | ||||
| Items that may be reclassified to the consolidated statement of income | ||||||||
| Currency translation adjustments | 35,176 | (54,425 | ) | |||||
| Share of other comprehensive income of associates | 363 | 2,258 | ||||||
| Deemed disposal of an investment in associate | ||||||||
| Reclassification to the statement of income of other comprehensive loss | 9 | 1,147 | - | |||||
| Other comprehensive income (loss) | 93,345 | (57,822 | ) | |||||
| Comprehensive income (loss) | 299,433 | (41,555 | ) | |||||
| OR Royalties Inc. |
| Consolidated Statements of Cash Flows |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| 2025 | 2024 | |||||||
| Notes | $ | $ | ||||||
| Operating activities | ||||||||
| Net earnings | 206,088 | 16,267 | ||||||
| Adjustments for: | ||||||||
| Share-based compensation | 8,388 | 6,238 | ||||||
| Depletion and amortization | 36,990 | 33,572 | ||||||
| Impairment of royalty, stream and other interests | 5,495 | 49,558 | ||||||
| Change in allowance for expected credit loss and write-off of other investments and interest receivable | - | (1,399 | ) | |||||
| Share of loss of associates | 14,178 | 30,025 | ||||||
| Change in fair value of financial assets at fair value through profit and loss | (5,315 | ) | (343 | ) | ||||
| Net loss on dilution of investments in associates | - | 9,300 | ||||||
| Gain on deemed disposal of an associate | 9 | (54,439 | ) | - | ||||
| Reclassification to the statement of income of other comprehensive loss on the deemed disposal of an investment in associate | 1,147 | - | ||||||
| Foreign exchange (gain) loss | (734 | ) | 4,428 | |||||
| Deferred income tax expense | 18,664 | 11,183 | ||||||
| Other | 168 | 2,973 | ||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items | 230,630 | 161,802 | ||||||
| Changes in non-cash working capital items | 22 | 14,966 | (1,877 | ) | ||||
| Net cash flows provided by operating activities | 245,596 | 159,925 | ||||||
| Investing activities | ||||||||
| Acquisitions of short-term investments | - | (5,983 | ) | |||||
| Acquisitions of investments | (12,599 | ) | - | |||||
| Proceeds from disposal of investments | 10 | 49,805 | 3,847 | |||||
| Acquisitions of royalty, stream and other interests | (36,879 | ) | (73,449 | ) | ||||
| Proceeds on the exercise of a buy-down right | 2,051 | - | ||||||
| Other | (1,026 | ) | (57 | ) | ||||
| Net cash flows provided by (used in) investing activities | 1,352 | (75,642 | ) | |||||
| Financing activities | ||||||||
| Increase in long-term debt | 15 | 10,437 | 35,000 | |||||
| Repayment of long-term debt | 15 | (105,372 | ) | (84,721 | ) | |||
| Exercise of share options and shares issued under the share purchase plan | 11,736 | 9,558 | ||||||
| Normal course issuer bid purchase of common shares | 16 | (36,673 | ) | (428 | ) | |||
| Dividends paid | 16 | (34,861 | ) | (30,650 | ) | |||
| Withholding taxes on settlement of restricted and deferred share units | (6,512 | ) | (2,442 | ) | ||||
| Other | (2,101 | ) | (1,185 | ) | ||||
| Net cash flows used in financing activities | (163,346 | ) | (74,868 | ) | ||||
| Increase in cash before effects of exchange rate changes | 83,602 | 9,415 | ||||||
| Effects of exchange rate changes on cash | (567 | ) | (1,523 | ) | ||||
| Net increase in cash | 83,035 | 7,892 | ||||||
| Cash - January 1 | 59,096 | 51,204 | ||||||
| Cash - December 31 | 6 | 142,131 | 59,096 |
Additional information on the consolidated statements of cash flows is presented in Note 22.
| OR Royalties Inc. |
| Consolidated Statement of Changes in Equity |
| For the year ended December 31, 2025 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| Number of | Accumulated | |||||||||||||||||
| common | Contributed surplus |
other | ||||||||||||||||
| shares | Share | comprehensive | ||||||||||||||||
| outstanding | capital | loss (i) | Deficit | Total | ||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||
| Balance - January 1, 2025 | 186,679,202 | 1,675,940 | 63,567 | (141,841 | ) | (408,713 | ) | 1,188,953 | ||||||||||
| Net earnings | - | - | - | - | 206,088 | 206,088 | ||||||||||||
| Other comprehensive income | - | - | - | 93,345 | - | 93,345 | ||||||||||||
| Comprehensive income | - | - | - | 93,345 | 206,088 | 299,433 | ||||||||||||
| Dividends declared | - | - | - | - | (39,284 | ) | (39,284 | ) | ||||||||||
| Shares issued - Dividends reinvestment plan | 128,684 | 2,954 | - | - | - | 2,954 | ||||||||||||
| Shares issued - Employee share purchase plan | 10,681 | 255 | - | - | - | 255 | ||||||||||||
| Share options - Share-based compensation | - | - | 681 | - | - | 681 | ||||||||||||
| Share options exercised | 1,123,809 | 14,888 | (3,313 | ) | - | - | 11,575 | |||||||||||
| Restricted share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 6,825 | - | - | 6,825 | ||||||||||||
| Settlement | 206,287 | 2,207 | (4,247 | ) | - | (2,611 | ) | (4,651 | ) | |||||||||
| Income tax impact | - | - | 1,843 | - | - | 1,843 | ||||||||||||
| Deferred share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 882 | - | - | 882 | ||||||||||||
| Settlement | 65,400 | 644 | (1,397 | ) | - | (1,031 | ) | (1,784 | ) | |||||||||
| Income tax impact | - | - | 1,032 | - | - | 1,032 | ||||||||||||
| Normal course issuer bid purchase of common shares | (1,061,828 | ) | (8,766 | ) | - | - | (27,907 | ) | (36,673 | ) | ||||||||
| Transfer of realized other comprehensive income of associates, net of income taxes | - | - | - | 261 | (261 | ) | - | |||||||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | (3,545 | ) | 3,545 | - | |||||||||||
| Balance - December 31, 2025 | 187,152,235 | 1,688,122 | 65,873 | (51,780 | ) | (270,174 | ) | 1,432,041 |
(i) As at December 31, 2025, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income amounting to $41.8 million and items that may be recycled to the consolidated statements of income amounting to ($93.6) million.
| OR Royalties Inc. |
| Consolidated Statement of Changes in Equity |
| For the year ended December 31, 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| Number of | Accumulated | |||||||||||||||||
| common | Contributed surplus |
other | ||||||||||||||||
| shares | Share | comprehensive | ||||||||||||||||
| outstanding | capital | loss (i) | Deficit | Total | ||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||
| Balance - January 1, 2024 (restated - Note 2) | 185,346,524 | 1,658,908 | 62,331 | (84,816 | ) | (388,492 | ) | 1,247,931 | ||||||||||
| Net earnings | - | - | - | - | 16,267 | 16,267 | ||||||||||||
| Other comprehensive loss | - | - | - | (57,822 | ) | - | (57,822 | ) | ||||||||||
| Comprehensive loss | - | - | - | (57,822 | ) | 16,267 | (41,555 | ) | ||||||||||
| Dividends declared | - | - | - | - | (34,665 | ) | (34,665 | ) | ||||||||||
| Shares issued - Dividends reinvestment plan | 205,741 | 3,282 | - | - | - | 3,282 | ||||||||||||
| Shares issued - Employee share purchase plan | 16,497 | 263 | - | - | - | 263 | ||||||||||||
| Share options - Share-based compensation | - | - | 1,587 | - | - | 1,587 | ||||||||||||
| Share options exercised | 956,758 | 11,916 | (2,519 | ) | - | - | 9,397 | |||||||||||
| Restricted share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 3,569 | - | - | 3,569 | ||||||||||||
| Settlement | 160,331 | 1,586 | (2,975 | ) | - | (722 | ) | (2,111 | ) | |||||||||
| Income tax impact | - | - | 422 | - | - | 422 | ||||||||||||
| Deferred share units to be settled in common shares: | ||||||||||||||||||
| Share-based compensation | - | - | 1,082 | - | - | 1,082 | ||||||||||||
| Settlement | 19,351 | 201 | (437 | ) | - | (92 | ) | (328 | ) | |||||||||
| Income tax impact | - | - | 507 | - | - | 507 | ||||||||||||
| Normal course issuer bid purchase of common shares | (26,000 | ) | (216 | ) | - | - | (212 | ) | (428 | ) | ||||||||
| Transfer of realized other comprehensive income of associates, net of income taxes | - | - | - | 762 | (762 | ) | - | |||||||||||
| Transfer of realized gain on financial assets at fair value through other comprehensive income, net of income taxes | - | - | - | 35 | (35 | ) | - | |||||||||||
| Balance - December 31, 2024 | 186,679,202 | 1,675,940 | 63,567 | (141,841 | ) | (408,713 | ) | 1,188,953 |
(i) As at December 31, 2024, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statements of income (loss) amounting to ($12.7) million and items that may be recycled to the consolidated statements of income (loss) amounting to ($129.2) million.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
1. Nature of activities
OR Royalties Inc. (formerly Osisko Gold Royalties Ltd) and its subsidiaries (together, "OR Royalties" or the "Company") are engaged in the business of acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit the Company's risk/reward objectives. OR Royalties is a public company domiciled in the Province of Québec, Canada, whose shares trade on the Toronto Stock Exchange and the New York Stock Exchange and is constituted under the Business Corporations Act (Québec). The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec. The Company owns a portfolio of royalties, streams, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 3-5% net smelter return ("NSR") royalty on the Canadian Malartic Complex, located in Québec, Canada.
2. Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). The accounting policies, methods of computation and presentation applied in these consolidated financial statements are consistent with those of the previous financial year. The Board of Directors approved these consolidated financial statements for issue on February 18, 2026.
Change in presentation currency
During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies
The material accounting policies applied in the preparation of the consolidated financial statements are described below.
a) Consolidation
The Company's financial statements consolidate the accounts of OR Royalties Inc. and its subsidiaries. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions are eliminated on consolidation. Subsidiaries are all entities over which the Company has the ability to exercise control. The Company controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to OR Royalties Inc. or its subsidiaries and are deconsolidated from the date that control ceases.
The principal subsidiary of the Company, its geographic location and its related participation as of December 31, 2025 and 2024 were as follows:
| Entity | Jurisdiction | Participation | Functional currency |
| OR Royalties International Ltd. (formerly Osisko Bermuda Limited) |
Bermuda | 100% | United States dollar |
b) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each consolidated entity and associate of the Company are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The parent Company's functional currency is the Canadian dollar and the Company's presentation currency is the U.S. dollar.
Assets and liabilities of the subsidiaries that have a functional currency different from the presentation currency, which is not the U.S. dollars, are translated into U.S. dollars at the exchange rate in effect on the consolidated balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. Gains and losses from these translations are recognized as currency translation adjustments in other comprehensive income or loss.
(ii) Foreign currency transactions and balances
Foreign currency transactions, including revenues and expenses, are translated into the functional currency of the respective subsidiary at the rate of exchange prevailing on the date of each transaction or valuation when items are re-measured. Monetary assets and liabilities denominated in currencies other than the operation's functional currencies are translated into the functional currency at exchange rates in effect at the balance sheet date. Foreign exchange gains and losses resulting from the settlement of those transactions and from period-end translations are recognized in the consolidated statement of income or loss.
Non-monetary assets and liabilities are translated at historical rates, unless such assets and liabilities are carried at fair value, in which case, they are translated at the exchange rate in effect at the date of the fair value measurement. Changes in fair value attributable to currency fluctuations of non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in the consolidated statement of income or loss as part of the fair value gain or loss. Such changes in fair value of non-monetary financial assets, such as equities classified at fair value through other comprehensive income, are included in other comprehensive income or loss.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
c) Financial instruments
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, fair value is determined by using valuation techniques like the Black-Scholes option pricing model or other acceptable valuation techniques.
Measurement after initial recognition depends on the classification of the financial instrument. The Company has classified its financial instruments in the following categories depending on the purpose for which the instruments were acquired and their characteristics.
(i) Financial assets
Debt instruments
Investments in debt instruments are subsequently measured at amortized cost when the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investments in debt instruments are subsequently measured at fair value when they do not qualify for measurement at amortized cost. Financial instruments subsequently measured at fair value, including derivatives that are assets, are carried at fair value with changes in fair value recorded in net income or loss unless they are held within a business model whose objective is to hold assets in order to collect contractual cash flows or sell the assets and when the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, in which case unrealized gains and losses are initially recognized in other comprehensive income or loss for subsequent reclassification to net income or loss through amortization of premiums and discounts, impairment or derecognition.
Equity instruments
Investments in equity instruments are subsequently measured at fair value with changes recorded in net income or loss. Equity instruments that are not held for trading can be irrevocably designated at fair value through other comprehensive income or loss on initial recognition without subsequent reclassification to net income or loss. Cumulative gains and losses are transferred from accumulated other comprehensive income or loss to retained earnings or deficit upon derecognition of the investment.
(ii) Financial Liabilities
Financial liabilities are subsequently measured at amortized cost using the effective interest method, except for financial liabilities at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, are subsequently measured at fair value.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
c) Financial instruments (continued)
The Company has classified its financial instruments as follows:
| Category | Financial instrument |
| Financial assets at amortized cost | Cash |
| Notes and loans receivable | |
| Revenues receivable from royalty, stream and other interests | |
| Interest income receivable | |
| Other receivables | |
| Financial assets at fair value through profit or loss | Investments in derivatives and convertible debentures |
| Financial assets at fair value through other comprehensive income or loss | Investments in shares and equity instruments, other than in derivatives |
| Financial liabilities at amortized cost | Accounts payable and accrued liabilities |
| Borrowings under the revolving credit facility |
d) Impairment of financial assets
At each reporting date, the Company assesses, on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in the credit risk (investments in debt instruments measured at amortized cost) or if a simplified approach has been selected (Other receivables).
Investments in debt instruments
To the extent that a debt instrument at amortized cost is considered to have low credit risk, which corresponds to a credit rating within the investment grade category and the credit risk has not increased significantly, the loss allowance is determined on the basis of 12-month expected credit losses. If the credit risk has increased significantly, the lifetime expected credit losses are recognized.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
e) Investments in associates
Associates are entities over which the Company has significant influence, but not control. The financial results of the Company's investments in its associates are included in the Company's results according to the equity method. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the Company's share of profits or losses of associates after the date of acquisition. Such share of profits and losses takes into account the attribution of the price paid to the Company's share of the associate's underlying assets and liabilities. The Company's share of profits or losses is recognized in the consolidated statement of income or loss and its share of other comprehensive income or loss of associates is included in other comprehensive income or loss. Dilution gains and losses arising from changes in interests in investments in associates are recognized in the consolidated statement of income or loss.
The Company assesses at each reporting date whether there is any objective evidence that its investments in associates are impaired. If impaired, the carrying value of the Company's share of the underlying assets of associates is written down to its estimated recoverable amount (being the higher of fair value less costs of disposal and value-in-use) and charged to the consolidated statement of income or loss.
f) Royalty, stream and other interests
Royalty, stream and other interests consist of acquired royalty, stream and other interests in producing, development and exploration and evaluation stage properties. Royalty, stream and other interests are recorded at cost and capitalized as tangible assets. They are subsequently measured at cost less accumulated depletion and depreciation and accumulated impairment losses. The major categories of the Company's interests are producing, development and exploration and evaluation. Producing assets are those that have generated revenue from steady-state operations for the Company. Development assets are interests in projects that are under development, in permitting or feasibility stage and that in management's view, can be reasonably expected to generate steady-state revenue for the Company in the near future. Exploration and evaluation assets represent properties that are not yet in development, permitting or feasibility stage or that are speculative in nature and are expected to require several years to generate revenue, if ever, or are currently not active.
Producing and development royalty, stream and other interests are recorded at cost and capitalized in accordance with IAS 16 Property, Plant and Equipment. Producing royalty, stream and other interests are depleted using the units-of-production method over the life of the property to which the interest relates, which is estimated using available estimates of proven and probable mineral reserves specifically associated with the properties and may include a portion of resources expected to be converted into mineral reserves, based on judgement and historical conversion rates achieved by the mine operator. Management relies on information available to it under contracts with the operators and / or public disclosures for information on proven and probable mineral reserves and resources from the operators of the producing royalty, stream and other interests. Where information is not publicly available, depletion is based on the Company's best estimate of the volumes to be delivered under the contracts.
On acquisition of a producing or a development royalty, stream or other interest, an allocation of the acquisition cost may be made for the exploration potential based on its fair value. The estimated fair value of this acquired exploration potential is recorded as an asset (non-depreciable interest) on the acquisition date. Updated mineral reserve and resource information obtained from the operators of the properties is used to determine the amount to be converted from non-depreciable interest to depreciable interest.
Royalty, stream and other interests for exploration and evaluation assets are recorded at cost and capitalized in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. Acquisition costs of exploration and evaluation royalty, stream and other interests are capitalized and are not depleted until such time as revenue-generating activities begin.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
Producing and development royalty, stream and other interests are reviewed for impairment at each reporting date if there is any indication that the carrying amount may not be recoverable. Impairment is assessed at the level of Cash-Generating Units (''CGU'') which, in accordance with IAS 36 Impairment of Assets, are identified as the smallest identifiable group of assets that generates cash inflows, which are largely independent of the cash inflows from other assets. This is usually at the individual royalty, stream and other interest level for each property from which cash inflows are generated.
3. Material accounting policies (continued)
f) Royalty, stream and other interests (continued)
Royalty, stream and other interests for exploration and evaluation assets are assessed for impairment whenever indicators of impairment exist in accordance with IFRS 6. An impairment loss is recognized for the amount by which the asset's carrying value exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. An interest that has previously been classified as exploration and evaluation is also assessed for impairment before reclassification to development or producing assets, and the impairment loss, if any, is recognized in net income or loss.
g) Goodwill
Goodwill is recognized in a business combination if the cost of the acquisition exceeds the fair value of the identifiable net assets acquired. Goodwill is then allocated to the CGU or group of CGUs that are expected to benefit from the synergies of the combination. The Company performs a goodwill impairment test on an annual basis as at December 31 of each year. In addition, the Company assesses indicators of impairment at each reporting period end and, if an indicator of impairment is identified, goodwill is tested for impairment at that time. If the carrying value of the CGU or group of CGUs to which goodwill is assigned exceeds its recoverable amount, an impairment loss is recognized. Goodwill impairment losses are not reversed.
The recoverable amount of a CGU or group of CGUs is measured as the higher of value in use and fair value less costs of disposal.
h) Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of income or loss, except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity. In this case, the tax is also recognized in other comprehensive income or loss or directly in equity, respectively.
Current income taxes
The current income tax charge is the expected tax payable on the taxable income for the year, using the tax laws enacted or substantively enacted at the balance sheet date in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates (and laws) that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Deferred income tax liabilities are provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are presented as non-current and are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
i) Revenue recognition
The Company generates revenue from contracts with customers under each of its royalty, stream and other interests. The Company has determined that each unit of a commodity that is delivered to a customer under a royalty, stream, or other interest arrangement is a performance obligation for the delivery of a good that is separate from each other unit of the commodity to be delivered under the same arrangement.
Revenue comprises revenues from the sale of commodities received or acquired, and revenues directly earned from royalty, stream and other interests.
For commodities received from royalty agreements or acquired from stream and offtake agreements, and subsequently sold, the Company's performance obligations relate primarily to the delivery of gold, silver or other metals to the customers. Revenue is recognized when control is transferred to the customers, which is achieved when the metal is delivered, the customer has full discretion over it and there is no unfulfilled obligation that could affect the customer's acceptance of the metal. Control over the refined gold, silver, copper and other metals is transferred to the customers when the relevant metal received (or purchased) from the operator is delivered and sold by the Company to customers.
For royalty agreements paid in cash, revenue is recognized in the period in which metal production occurs, based on its attributable production interest and at the specified commodity price per the agreement, net of any contractually allowable permitted costs.
Revenue is measured at fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty, stream and other interest agreements. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of revenue and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
j) Share-based compensation
Share option plan
The Company offered a share option plan to its officers, employees and consultants until the year 2025, when it ceased to grant share options. Each tranche in an award was considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche was measured at the date of grant using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche's vesting period by increasing contributed surplus based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
Any consideration paid on exercise of share options is credited to share capital. The contributed surplus resulting from share-based compensation is transferred to share capital when the options are exercised.
Deferred and restricted share units
The Company offers a deferred share units ("DSU") plan to its non-executive directors and a restricted share units ("RSU") plan to its officers, employees and consultants as part of their long-term compensation package, entitling them to receive a payment in the form of common shares, cash (based on OR Royalties' share price at the relevant time) or a combination of common shares and cash, at the sole discretion of the Company. The fair value of the DSU and RSU granted by the Company to be settled in common shares is measured on the grant date and is recognized over the vesting period under contributed surplus with a corresponding charge to share-based compensation. A liability for the DSU and RSU to be settled in cash is measured at fair value on the grant date and is subsequently adjusted at each balance sheet date for changes in fair value. The liability is recognized over the vesting period with a corresponding charge to share-based compensation.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
3. Material accounting policies (continued)
k) Segment reporting
The operating segments are reported in a manner consistent with the internal reporting provided to the President and Chief Executive Officer (the "President and CEO") who fulfills the role of the chief operating decision-maker. The President and CEO is responsible for allocating resources and assessing performance of the Company's operating segments. The President and CEO organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests.
4. New accounting standards and amendments
Accounting standards issued but not yet effective
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2025. These standards, interpretations to existing standards and amendments, other than IFRS 18 Presentation and Disclosure in Financial Statements and the amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are presented below, are not expected to have any significant impact on the Company or are not considered material and are therefore not discussed herein.
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. IFRS 18 was issued in response to investors' concerns about the comparability and transparency of entities' performance reporting. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The key new concepts introduced in IFRS 18 relate to:
- the structure of the statement of profit or loss;
- required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
- enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.
IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Management is currently assessing the impact of the new standard on its consolidated financial statements.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
4. New accounting standards and amendments (continued)
Accounting standards issued but not yet effective (continued)
Amendments - IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:
- clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
- clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
- add new disclosures for certain instruments with contractual terms that can change cash flows; and
- update disclosures for equity instruments designated at fair value through other comprehensive income.
The new requirements will apply from January 1, 2026, with early application permitted. These amendments are not expected to have a significant impact on the consolidated financial statements.
5. Critical accounting estimates and significant judgements
The preparation of financial statements in conformity with IFRS Accounting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The determination of estimates requires the exercise of judgements based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
Mineral reserves and resources - Royalties, streams and other assets
Royalty, stream and other interests comprise a large component of the Company's assets and as such, the mineral reserves and resources of the properties to which the interests relate have a significant effect on the Company's consolidated financial statements. These estimates are applied in determining the depletion of the Company's royalty, stream and other interests and assessing the recoverability of the carrying value of royalty, stream and other interests. For royalty, stream and other interests, the public disclosures of mineral reserves and resources that are released by the operators of the properties involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including commodity prices and production costs. These assumptions are, by their very nature, subject to interpretation and uncertainty. The estimates of mineral reserves and resources may change based on additional knowledge gained subsequent to the initial assessment, adjusted by the Company's internal geological specialists, as deemed necessary. Changes in the estimates of mineral reserves and resources may materially affect the assessed recoverability of the carrying value of royalty, stream and other interests.
Impairment of royalty, stream and other interests
The assessment of the fair values of royalty, stream and other interests requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, mineral reserve/resource conversion, net asset value multiples, foreign exchange rates, future capital expansion plans and the associated production implications. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; and (iii) market capitalization of comparable assets. Changes in any of the estimates used in determining the fair value of the royalty, stream and other interests could impact the impairment (or reversal of impairment) analysis.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
5. Critical accounting estimates and significant judgements (continued)
Significant judgements in applying the Company's accounting policies
Investee - control and significant influence
The assessment of whether the Company has control or significant influence over an investee requires the use of judgements when assessing factors that could give rise to control or significant influence. Factors which could lead to the conclusion of having control or significant influence over an investee include, but are not limited to, ownership percentage; representation on the board of directors; investment agreements between the investor and the investee; participation in the policy-making process; material transactions between the investor and the investee; interchange of managerial personnel; provision of essential technical information; and potential voting rights.
Changes in the judgements used in determining if the Company has control or significant influence over an investee would impact the accounting treatment of the investment in the investee.
Impairment of financial assets
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Company compares the risk of default occurring on the financial instrument at the reporting date with the risk of a default occurring on the financial instrument at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportive, including forward-looking information that is available without undue cost of effort. The loss allowances for financial assets are based on assumptions about the risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the allowance for expected credit loss calculation, based on the Company's past history and existing market conditions, as well as forward-looking estimates at the end of each reporting period.
Changes in the judgements used in determining the risk of default and the expected loss rates could materially impact the allowance or the write-off.
Impairment of royalty, stream and other interests on exploration and evaluation properties
Assessment of impairment and reversal of impairment of royalty, stream and other interests on exploration and evaluation properties requires the use of judgement when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's royalty, stream and other interests on exploration and evaluation properties. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, an expiry of the right of the operator to explore in the specific area during the period or will expire in the near future, and is not expected to be renewed; substantive exploration and evaluation expenditures in a specific area not planned by the operator, taking into consideration such expenditures to be incurred by a farmee, is neither budgeted nor planned; exploration for and evaluation of mineral resources in a specific area have not led to the discovery of commercially viable quantities of mineral resources and the operator has decided to discontinue such activities in the specific area; sufficient data exists to indicate that, although a development in a specific area is likely to proceed, the carrying amount of the royalty, stream and other interests is unlikely to be recovered in full from successful development or by sale; significant negative industry or economic trends; interruptions in exploration and evaluation activities by the operator or its farmee; and a significant change in current or forecast commodity prices.
Changes in the judgements used in determining the fair value of the royalty, stream and other interests on exploration and evaluation properties could impact the impairment or impairment reversal analysis.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
5. Critical accounting estimates and significant judgements (continued)
Significant judgements in applying the Company's accounting policies (continued)
Impairment of development and producing royalty, stream and other interests
Assessment of impairment and reversal of impairment of development and producing royalty, stream and other interests requires the use of judgements when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment or impairment reversal test on the Company's development and producing royalty, stream and other interests. Factors which could trigger an impairment or impairment reversal review include, but are not limited to, a significant market value decline; net assets higher than the market capitalization; a significant change in mineral reserves and resources; significant negative industry or economic trends; interruptions in production activities; significantly lower production than expected and a significant change in current or forecast commodity prices and interest rates.
Changes in the judgements used in determining the fair value of the producing royalty, stream and other interests could impact the impairment or impairment reversal analysis.
Deferred income tax assets
Management continually evaluates the likelihood that it is probable that its deferred tax assets will be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgement.
6. Cash
As at December 31, 2025 and 2024, the consolidated cash position was as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Cash held in U.S. dollars | 130,509 | 48,223 | ||||
| Cash held in Canadian dollars (i) | 11,622 | 10,873 | ||||
| Total cash | 142,131 | 59,096 |
(i) Cash held in Canadian dollars amounted to C$15.9 million as at December 31, 2025 (C$15.6 million as at December 31, 2024).
7. Amounts receivable
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Revenues receivable from royalty, stream and other interests | 2,283 | 2,110 | ||||
| Other receivables | 944 | 996 | ||||
| 3,227 | 3,106 |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
8. Other assets
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Current | ||||||
| Prepaid expenses and deposits | 2,326 | 1,612 | ||||
| 2,326 | 1,612 | |||||
| Non-current | ||||||
| Interest receivable | 1,292 | - | ||||
| Deferred financing fees | 2,003 | 1,293 | ||||
| Property and equipment (i) | 5,080 | 4,083 | ||||
| 8,375 | 5,376 |
(i) Property and equipment includes right-of-use assets of $4.0 million as at December 31, 2025 ($3.9 million as at December 31, 2024).
9. Investments in associates
| 2025 | 2024 | |||||
| $ | $ | |||||
| Balance - January 1 | 43,262 | 87,444 | ||||
| Share of loss, net (i) | (14,178 | ) | (30,025 | ) | ||
| Share of other comprehensive (loss) income, net (i) | (601 | ) | 463 | |||
| Net loss on ownership dilution (ii) | - | (9,300 | ) | |||
| Gain on deemed disposal (iii) | 54,439 | - | ||||
| Transfers to other investments (Note 10) (iii) | (84,502 | ) | - | |||
| Foreign exchange revaluation impact | 1,580 | (5,320 | ) | |||
| Balance - December 31 | - | 43,262 |
(i) The net shares of income (or loss) and comprehensive income (or loss) were adjusted to the extent that management is aware of material events that affect the associates' net income (or loss) and comprehensive income (or loss) during the period where earnings in equity accounted for investments are recorded on up-to a 3-month lag basis, which was the case for the investment in Osisko Development Corp. ("Osisko Development").
(ii) In October and November 2024, Osisko Development completed private placements, which reduced the ownership percentage from 39.01% to 24.41% and resulted in a loss on dilution of $9.3 million.
(iii) In August 2025, Osisko Development completed a further private placement, which reduced the Company's ownership percentage from 24.15% to 13.97%, and based on the investment agreement also impacted the nomination rights to the board of directors of Osisko Development. As a result of these changes, among other considerations, the Company has concluded that it has lost its significant influence over the investee for accounting purposes and that it was therefore no longer considered an associate. In August 2025, the carrying amount of the equity accounted investment was derecognised and the retained interest in Osisko Development was revalued at its fair value (i.e. quoted market price), which generated a gain on deemed disposal of an associate of $54.4 million, and accumulated other comprehensive loss of $1.1 million was reclassified to the statement of income. The retained interest in Osisko Development has been designated as an equity investment at fair value through other comprehensive income or loss on initial recognition without subsequent reclassification to net income or loss.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
9. Investments in associates (continued)
Material investment
As of December 31, 2024, Osisko Development was the only material associate of the Company. Osisko Development is a Canadian gold exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. OR Royalties owns a 5% NSR royalty on the Cariboo gold project and a 2.5% metals stream on Tintic property, both owned by Osisko Development.
As indicated above, Osisko Development ceased to be considered as an associate in August 2025. The financial information of Osisko Development for the year 2024 is presented below and includes adjustments, where applicable, to the accounting policies of the associate to conform to those of the Company. The information presented includes a three-month lag as the financial information of the associate was not available prior to the approval of the consolidated financial statements of the Company.
| Osisko Development |
|||
| 2024 (i) | |||
| $ | |||
| Current assets | 42,949 | ||
| Non-current assets | 525,269 | ||
| Current liabilities | (90,842 | ) | |
| Non-current liabilities | (85,590 | ) | |
| Net assets | 391,786 | ||
| Revenues | 8,421 | ||
| Net loss | (153,087 | ) | |
| Other comprehensive income | 1,440 | ||
| Comprehensive loss | (151,647 | ) |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
9. Investments in associates (continued)
Material investment - Reconciliation to carrying amounts
| Osisko Development (i) |
|||
| 2024 | |||
| $ | |||
| Opening net assets, at lag | 538,570 | ||
| Loss for the period | (153,087 | ) | |
| Other comprehensive gain for the period | 1,440 | ||
| Other equity transactions, impact of foreign exchange variations and others | 4,863 | ||
| Closing net assets, at lag | 391,786 | ||
| Company's share in % (ii) | 39.7% | ||
| Company's share in $, at lag | 155,539 | ||
| Initial recognition impairment (iii) | (73,039 | ) | |
| Investment impairment (iv) | (17,590 | ) | |
| Impact of dilution, foreign exchange variations and others | (12,348 | ) | |
| Carrying amount, at lag | 52,562 | ||
| Adjustments for events during the lag period (iv), (v) | (9,300 | ) | |
| Carrying amount, as per balance sheet | 43,262 | ||
| Fair value of investment (vi) | 54,210 |
(i) Information is for the reconstructed twelve months ended September 30, 2024.
(ii) As at September 30, 2024.
(iii) Reflects the initial write-down to the notional value of acquired non-current assets upon deconsolidation of Osisko Development as a subsidiary and recognition as an associate recorded at fair value under IAS 28. Any related subsequent impairments of non-current assets recorded by the associate (through the net loss for the period) are appropriately adjusted against this initial amount.
(iv) In 2024, Osisko Development recognized an impairment charge, which partially offset the impairment of $48.8 million booked by the Company in 2023.
(v) In October and November 2024, Osisko Development completed private and brokered placements, which reduced the ownership percentage of the Company from 39.7% to 24.4% and resulted in a loss on dilution of $9.3 million.
(vi) Based on the quoted share price on an active stock exchange as at December 31, 2024.
Investments in immaterial associates
As at December 31, 2024, the Company had interests in certain individually immaterial associates that are accounted for using the equity method. The aggregate amount of the Company's share of net loss and other comprehensive income of these immaterial associates was nil in 2024. As at December 31, 2024, the carrying value and the fair value of the immaterial investments are deemed to be nil as they were fully impaired. As of December 31, 2025, the Company had no immaterial associates.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
10. Other investments
| 2025 | 2024 | |||||
| $ | $ | |||||
| Fair value through profit or loss (warrants and convertible instruments) | ||||||
| Balance - January 1 | 6,548 | 6,766 | ||||
| Change in fair value (i) | 5,315 | 343 | ||||
| Foreign exchange revaluation impact | 412 | (561 | ) | |||
| Balance - December 31 | 12,275 | 6,548 | ||||
| Fair value through other comprehensive income (common shares) | ||||||
| Balance - January 1 | 55,313 | 63,569 | ||||
| Acquisitions | 11,004 | - | ||||
| Change in fair value | 59,673 | (4,778 | ) | |||
| Disposals (ii) | (49,805 | ) | (2,448 | ) | ||
| Transfer from associates (Note 9) | 84,502 | - | ||||
| Foreign exchange revaluation impact | 2,156 | (1,030 | ) | |||
| Balance - December 31 | 162,843 | 55,313 | ||||
| Amortized cost (notes) | ||||||
| Balance - January 1 | 12,182 | - | ||||
| Additions (iii) | 1,595 | - | ||||
| Effective interests | 365 | - | ||||
| Repayments | - | (1,399 | ) | |||
| Change in allowance for expected credit loss and write-offs | - | 1,399 | ||||
| Reclassified from short-term investments (iii) | - | 12,182 | ||||
| Balance - December 31 | 14,142 | 12,182 | ||||
| Total | 189,260 | 74,043 |
Other investments comprise common shares, warrants and convertible instruments, mostly from companies publicly traded in Canada and in the United States of America, as well as loans receivable (notes).
(i) In December 2024, a convertible secured senior note with Falco Resources Ltd. ("Falco") was amended and the maturity date was extended to December 31, 2025. In December 2025, the convertible secured note was amended again, and the maturity date was extended to December 31, 2026. The Company has the ability to apply the loan or a portion of the loan against future stream payments due to the operator when certain triggering events will be met.
(ii) In May 2025, MAC Copper Limited ("MAC Copper") announced that it had entered into a binding scheme implementation deed (the "Transaction") with Harmony Gold Mining Company Limited ("Harmony") and Harmony Gold (Australia) Pty Ltd ("Harmony Australia"), a wholly-owned subsidiary of Harmony, under which it was proposed that Harmony Australia would acquire 100% of the issued share capital in MAC Copper in exchange for $12.25 cash per MAC Copper share. The Transaction closed in October 2025 and OR Royalties International Ltd. received proceeds of $49.0 million in exchange for its 4.0 million shares of MAC Copper.
(iii) During the year 2024, the Company advanced funds to an associate, which holds a mining project in development on which the Company owns a stream interest. Following signature of a term sheet with the associate in 2024, the carrying value of the loan ($12.2 million) was reclassified to other investments as the repayment terms were not expected to be within the next 12 months.
During the year 2025, the Company advanced additional funds of $1.6 million to the associate. In June 2025, the Company sold its interest to a third party for a nominal amount. The stream interest held on the project as well as the note receivable were amended at the time of the transaction and will continue to be assumed by the new operator. As of December 31, 2025, the net book value of the amended note receivable amounted to $14.1 million. The note bears an interest rate of 8% and is secured by the assets of the mining project. Repayment of the note will commence after production starts and the full repayment by the operator of a $150 million bank credit facility.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Royalty, stream and other interests
| Year ended December 31, 2025 |
||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance - January 1 | 637,413 | 465,671 | 10,771 | 1,113,855 | ||||||||
| Additions | 13,839 | 23,040 | - | 36,879 | ||||||||
| Exercise of a buy-down right | (2,051 | ) | - | - | (2,051 | ) | ||||||
| Depletion | (13,234 | ) | (22,536 | ) | - | (35,770 | ) | |||||
| Impairments | (5,495 | ) | - | - | (5,495 | ) | ||||||
| Foreign exchange revaluation impact | 28,964 | 3,644 | - | 32,608 | ||||||||
| Balance - December 31 | 659,436 | 469,819 | 10,771 | 1,140,026 | ||||||||
| Producing | ||||||||||||
| Cost | 451,288 | 570,712 | - | 1,022,000 | ||||||||
| Accumulated depletion and impairments | (333,704 | ) | (252,220 | ) | - | (585,924 | ) | |||||
| Net book value - December 31 | 117,584 | 318,492 | - | 436,076 | ||||||||
| Development | ||||||||||||
| Cost | 336,640 | 174,271 | - | 510,911 | ||||||||
| Accumulated depletion and impairments | (72,475 | ) | (58,689 | ) | - | (131,164 | ) | |||||
| Net book value - December 31 | 264,165 | 115,582 | - | 379,747 | ||||||||
| Exploration and evaluation | ||||||||||||
| Cost | 283,473 | 36,268 | 10,771 | 330,512 | ||||||||
| Accumulated depletion and impairments | (5,786 | ) | (523 | ) | - | (6,309 | ) | |||||
| Net book value - December 31 | 277,687 | 35,745 | 10,771 | 324,203 | ||||||||
| Total net book value - December 31 | 659,436 | 469,819 | 10,771 | 1,140,026 | ||||||||
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Main additions - 2025
Silver stream - South Railroad project
In May 2025, OR Royalties International Ltd. ("OR Royalties International") acquired a silver stream on Orla Mining Ltd.'s South Railroad project in Nevada, United States, from a third party for $13.0 million. OR Royalties International will be entitled to receive 100% of the silver production from the Dark Star, Pinion and Jasperoid Wash deposits for the life of mine, in exchange for ongoing cash payments for refined silver equal to 15% of the silver spot price at the time of delivery.
Gold stream - Cascabel project
In July 2025, OR Royalties International made the second deposit of US$10.0 million on its gold stream on SolGold plc's Cascabel project.
Impairments - 2025
In 2025, the Company recorded impairment charges totaling $5.5 million on certain royalty interests. These impairment charges resulted from the revision of certain operating parameters and the loss of royalty rights following the abandonment of properties by the respective operators.
Buy-back and buy-down rights
Some royalty, stream and other interests are subject to buy-back and/or buy-down rights held by the operators. The significant buy-back and buy-down rights are described below.
CSA copper stream
OR Royalties International owns separate silver and copper streams on the CSA mine. Specific to the copper stream agreement, OR Royalties International is entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreement, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine.
On the 5th anniversary of the closing date (June 15, 2028), the owner of the mine will have the option to exercise certain buy-down rights by paying a one-time cash payment to OR Royalties International of $20.0 million to $40.0 million. If the option is exercised, OR Royalties International will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine.
Cascabel NSR royalty and gold stream
OR Royalties owns a 0.6% NSR royalty on the Cascabel project, which is subject to a buy-down option. On November 30, 2026, the owner of the Cascabel project may buy-down 1/3 of the NSR royalty in exchange for a one-time cash payment of approximately $35.0 million.
OR Royalties International owns a 6.0% gold stream on contained ounces of gold produced from the Cascabel project until 225,000 ounces of gold have been delivered, and 3.6% thereafter for the remaining life of the mine. On December 24, 2025, SolGold plc, the current owner of the Cascabel project, announced it had agreed to be acquired by its largest shareholder, Jiangxi Copper Company Limited. As a result of the change of control, the gold stream will be subject to a buy-down option once the transaction is completed. Prior to July 15, 2027, the new owner will have a one-time right to repurchase 50% of the gold stream for a one-time payment of gold equal to approximately 50% of the then advanced amount of OR Royalties International's total pre-construction and construction deposits, plus certain adjustments.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
| Year ended December 31, 2024 |
||||||||||||
| Royalty interests |
Stream interests |
Offtake interests |
Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Balance - January 1 | 695,356 | 468,171 | 10,771 | 1,174,298 | ||||||||
| Additions | 50,121 | 23,328 | - | 73,449 | ||||||||
| Depletion | (12,208 | ) | (20,399 | ) | - | (32,607 | ) | |||||
| Impairments | (49,558 | ) | - | - | (49,558 | ) | ||||||
| Foreign exchange revaluation impact | (46,298 | ) | (5,429 | ) | - | (51,727 | ) | |||||
| Balance - December 31 | 637,413 | 465,671 | 10,771 | 1,113,855 | ||||||||
| Producing | ||||||||||||
| Cost | 390,283 | 561,690 | - | 951,973 | ||||||||
| Accumulated depletion and impairments | (303,757 | ) | (223,253 | ) | - | (527,010 | ) | |||||
| Net book value - December 31 | 86,526 | 338,437 | - | 424,963 | ||||||||
| Development | ||||||||||||
| Cost | 352,216 | 160,017 | 20,842 | 533,075 | ||||||||
| Accumulated depletion and impairments | (68,832 | ) | (58,531 | ) | (20,842 | ) | (148,205 | ) | ||||
| Net book value - December 31 | 283,384 | 101,486 | - | 384,870 | ||||||||
| Exploration and evaluation | ||||||||||||
| Cost | 274,874 | 26,271 | 10,771 | 311,916 | ||||||||
| Accumulated depletion and impairments | (7,371 | ) | (523 | ) | - | (7,894 | ) | |||||
| Net book value - December 31 | 267,503 | 25,748 | 10,771 | 304,022 | ||||||||
| Total net book value - December 31 | 637,413 | 465,671 | 10,771 | 1,113,855 | ||||||||
Main acquisitions - 2024
Gold stream - Cascabel copper-gold project
On July 15, 2024, the Company announced that OR Royalties International, in partnership with Franco-Nevada (Barbados) Corporation ("FNB"), a wholly-owned subsidiary of Franco-Nevada Corporation, had entered into a definitive Purchase and Sale Agreement (Gold) (the "Gold Stream") with SolGold plc and certain of its wholly-owned subsidiaries (collectively, "SolGold"), with reference to gold production from SolGold's 100%-owned Cascabel copper-gold project located in Ecuador ("Cascabel").
Pursuant to the terms of the Gold Stream, OR Royalties International and FNB (collectively, the "Stream Purchasers") will make initial deposits totaling $100 million to SolGold in three equal tranches to fund the Cascabel's pre-construction costs (the "Pre-Construction Deposit"). The first tranche of the Pre-Construction Deposit was funded at closing, with the two subsequent tranches subject to achievement of key development milestones. Thereafter, the Stream Purchasers will make additional deposits totaling $650 million to SolGold to fund construction costs once Cascabel is fully financed and further de-risked (the "Construction Deposit", and together with the Pre-Construction Deposit, the "Deposit").
OR Royalties International will provide 30% of the Deposit ($225 million, comprised of $30 million in Pre-Construction Deposit and $195 million in Construction Deposit) in exchange for a 30% interest in the Gold Stream and FNB will provide 70% of the Deposit in exchange for a 70% interest in the Gold Stream.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Main acquisitions - 2024 (continued)
The deposit is payable as follows:
- $10 million paid at closing;
- $10 million on achievement of operational milestones, including execution of the amended investment protection agreement, completion of geotechnical drilling and finalization of the tailings storage facility design sufficient for a minimum of 10 years of operation;
- $10 million on achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project; and
- $195 million payable pro rata drawdowns with construction facility.
OR Royalties International will purchase refined gold equal to 6% of the contained gold produced from Cascabel until 225,000 ounces of gold have been delivered to it, and 3.6% thereafter for the remaining life of the mine. OR Royalties International will make ongoing cash payments for refined gold delivered equal to 20% of the spot price of gold at the time of delivery.
Gold NSR royalty - Dalgaranga gold project
In December 2024, the Company completed the acquisition of a 1.8% gross revenue royalty ("GRR") on the Dalgaranga Gold project (the "Dalgaranga Royalty") operated by Spartan Resources Limited ("Spartan") in Western Australia. In addition, OR Royalties acquired a 1.35% GRR (the "Exploration Royalty") on additional regional exploration licenses in proximity to the Dalgaranga gold project. The consideration paid by OR Royalties to the seller, Tembo Capital Mining Fund III, for the Dalgaranga Royalty and the Exploration Royalty totalled $50.0 million.
Silver stream amendments - Gibraltar mine
In December 2024, OR Royalties completed certain amendments to its silver stream (the "Gibraltar Silver Stream") with respect to the Gibraltar copper mine ("Gibraltar"), located in British Columbia, Canada, which is operated by a wholly-owned subsidiary of Taseko Mines Limited ("Taseko"). On March 25, 2024, Taseko announced the completion of its acquisition of an additional 12.5% interest in Gibraltar from Dowa Metals & Mining Co., Ltd. and Furukawa Co., Ltd. giving Taseko an effective 100% interest. In December 2024, OR Royalties and Taseko amended the Gibraltar Silver Stream to increase OR Royalties' effective stream percentage by 12.5% to 100%. Further to this, OR Royalties and Taseko also extended the step-down silver delivery threshold to coincide with Taseko's recently updated mineral reserve estimate for Gibraltar. OR Royalties paid a total consideration of $12.7 million to Taseko.
NSR royalty - Eagle Gold mine
On June 24, 2024, Victoria Gold Corp. ("Victoria") announced that the heap leach facility at the Eagle Gold mine experienced a failure. Operations were suspended while the site operations team, along with management and the Yukon government officials continued to assess the situation and gathered information. Victoria confirmed that there had been some damage to infrastructure and a portion of the failure had left containment. Subsequently, on July 4, 2024, Victoria advised that it had received notices of default from its lenders under the credit agreement dated December 18, 2020. A default under the Eagle Royalty Agreement dated April 13, 2018 was also triggered and, consequently, OR Royalties provided a notice of default to Victoria on July 4, 2024. On July 12, 2024 and July 30, 2024, Victoria reported that there can be no assurance that the company will have the financial resources necessary to repair the damage to the equipment and facilities, to remediate the impacts caused by the incident or to restart production.
These elements were considered indicators of impairment, among other facts and circumstances, and, accordingly, management performed an impairment assessment on its Eagle Gold mine royalty interest as at June 30, 2024. The recoverable amount, in accordance with IAS 36 Impairment of Assets, was estimated to be $nil at June 30, 2024 based on management's assessment of the facts and circumstances which include, amongst others, the complete halt of production, the social and political environment surrounding the incident, the capital requirements related to mitigation and site restoration, and the ability to restart operations with authorization from the Yukon Director of Mineral Resources or with the necessary financial resources. As a result, the Company recognized a full impairment loss of $49.6 million ($36.4 million, net of income taxes) on June 30, 2024.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
11. Royalty, stream and other interests (continued)
Main impairment - 2024 (continued)
NSR royalty - Eagle Gold mine (continued)
Subsequently, on August 14, 2024, the Ontario Superior Court of Justice appointed PricewaterhouseCoopers Inc. as receiver and manager, at the direction of the Yukon Government and under the supervision of the court, of all the assets, undertakings and properties of Victoria, which properties include but is not limited to the Eagle Gold mine.
In the event that there is a change in the facts and circumstances surrounding the situation at the Eagle Gold mine, and there is a restart of operations and resumption of precious metal deliveries to OR Royalties under its royalty agreement, a re-assessment of the recoverable amount of the Eagle Gold mine royalty interest will be performed at that time, which may lead to a reversal of part or all of the impairment loss that has been recognized.
12. Goodwill
The Company's goodwill is allocated to a group of cash generating units: the Canadian Malartic NSR royalty and the Éléonore NSR royalty ("CGUs").
The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the CGUs is determined based on the fair value less costs of disposal calculations using a discounted cash-flows approach, which requires the use of assumptions and unobservable inputs, and therefore is classified as level 3 of the fair value hierarchy. The calculations use cash flow projections expected to be generated by the sale of gold and silver received from the CGUs based on annual gold and silver production over their estimated life from publicly released technical information by the operators to predict future performance.
The following table sets out the key assumptions for the CGUs in addition to annual gold and silver production over the estimated life of the Canadian Malartic Complex and the Éléonore mine:
| 2025 | 2024 | |||||
| Long-term gold price (per ounce) | $3,327 | $2,184 | ||||
| Long-term silver price (per ounce) | $42 | $27 | ||||
| Post-tax real discount rate | 5.1% | 4.9% |
Management has determined the values assigned to each of the above key assumptions as follows:
| Assumption | Approach used to determine values |
| Long-term gold price | Based on current gold market trends consistent with external sources of information, such as long-term gold price consensus. |
| Long-term silver price | Based on current silver market trends consistent with external sources of information, such as long-term silver price consensus. |
| Post-tax real discount rate | Reflects specific risks relating to gold mines operating in Québec, Canada. |
The Company's management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of the CGUs to exceed their recoverable amounts.
In 2025 and 2024, all changes in goodwill carrying amounts are related to foreign currency exchange differences.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
13. Accounts payable and accrued liabilities
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Trade payables | 3,037 | 1,378 | ||||
| Other payables | 3,538 | 3,066 | ||||
| Other accrued liabilities | 902 | 887 | ||||
| 7,477 | 5,331 |
14. Lease liabilities
| 2025 | 2024 | |||||
| $ | $ | |||||
| Balance - January 1 | 4,783 | 6,050 | ||||
| New liability | 1,008 | - | ||||
| Payments of liabilities | (1,024 | ) | (817 | ) | ||
| Foreign exchange revaluation impact | 235 | (450 | ) | |||
| Balance - December 31 | 5,002 | 4,783 | ||||
| Current | 1,207 | 852 | ||||
| Non-current | 3,795 | 3,931 | ||||
| Balance - December 31 | 5,002 | 4,783 |
Lease liabilities are related to leases for office space.
15. Long-term debt
| 2025 | 2024 | |||||
| $ | $ | |||||
| Balance - Beginning of period | 93,900 | 145,080 | ||||
| Increase in revolving credit facility | 10,437 | 35,000 | ||||
| Repayment of revolving credit facility | (105,372 | ) | (84,721 | ) | ||
| Foreign exchange revaluation impact | 1,035 | (1,459 | ) | |||
| Balance - End of period | - | 93,900 | ||||
| Current portion | - | - | ||||
| Non-current portion | - | 93,900 | ||||
| - | 93,900 |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
15. Long-term debt (continued)
Revolving credit facility
In May 2025, the Company amended its existing revolving credit facility (the "Credit Facility"), including the conversion from a Canadian dollar denominated facility to a United States dollar denominated facility, as well as an increase in the overall size of the Credit Facility. Under the amended agreement, the Company has now access to a Credit Facility of $650.0 million with an additional uncommitted accordion of up to $200.0 million (subject to acceptance by the lenders). The previous credit facility agreement had a maximum amount of C$550.0 million with an uncommitted accordion of up to C$200.0 million.
The maturity date of the Facility was extended from April 30, 2028 to May 30, 2029. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalties, streams and other interests, and is secured by the Company's assets.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio.
The Facility includes quarterly covenants that require the Company to maintain certain financial ratios, including leverage ratios, and to meet certain non-financial requirements. As at December 31, 2025, all such ratios and requirements were met.
16. Share capital
Shares
Authorized
Unlimited number of common shares, without par value
Unlimited number of preferred shares, issuable in series
Normal Course Issuer Bid
In December 2025, OR Royalties renewed its normal course issuer bid ("NCIB") program. Under the terms of the NCIB program, OR Royalties may acquire up to 9,399,294 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2025 NCIB program are authorized from December 12, 2025 until December 11, 2026. Daily purchases will be limited to 107,496 common shares, other than block purchase exemptions.
Under the terms of the previous NCIB program, OR Royalties was allowed to acquire up to 9,331,275 of its common shares from time to time, from December 12, 2024 to December 11, 2025. Daily purchases were limited to 73,283 common shares.
During the year ended December 31, 2025, the Company purchased for cancellation a total of 1.1 million common shares for $36.7 million (C$50.8 million; average acquisition price per share of C$47.86). During the year ended December 31, 2024, the Company purchased for cancellation a total of 26,000 common shares for $0.4 million (C$0.6 million; average acquisition price per share of C$22.48).
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
16. Share capital (continued)
Dividends
The following table provides details on the dividends declared by the Company for the years ended December 31, 2025 and 2024:
| Declaration date |
Dividend per share |
Record date |
Payment date |
Dividends declared |
|||||
| $ | $ | ||||||||
| February 19, 2025 (i) | $0.046 | March 31, 2025 | April 15, 2025 | 8,475,000 | |||||
| May 7, 2025 | $0.055 | June 30, 2025 | July 15, 2025 | 10,201,000 | |||||
| August 5, 2025 | $0.055 | September 30, 2025 | October 15, 2025 | 10,492,000 | |||||
| November 5, 2025 | $0.055 | December 31, 2025 | January 15, 2026 | 10,116,000 | |||||
| Year 2025 | $0.211 | 39,284,000 | |||||||
| February 20, 2024 | C$0.060 | March 28, 2024 | April 15, 2024 | 8,271,000 | |||||
| May 8, 2024 | C$0.065 | June 28, 2024 | July 15, 2024 | 8,843,000 | |||||
| August 6, 2024 | C$0.065 | September 30, 2024 | October 15, 2024 | 8,878,000 | |||||
| November 6, 2024 | C$0.065 | December 31, 2024 | January 15, 2025 | 8,673,000 | |||||
| Year 2024 | C$0.255 | 34,665,000 |
(i) Prior to May 2025, the dividends were declared in Canadian dollars. From May 2025, the quarterly dividend is declared in United States dollars. On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 to shareholders of record as of the close of business on March 31, 2025. Based on the foreign currency rate (C$/US$) on the declaration date, the corresponding dividend per share in U.S. dollars was $0.046.
Dividend reinvestment plan
The Company offers a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As at December 31, 2025, the holders of 13.3 million common shares had elected to participate in the DRIP, representing dividends payable of $0.7 million. During the year ended December 31, 2025, the Company issued 128,684 common shares under the DRIP, at a discount rate of 3% (205,741 common shares in 2024 at a discount rate of 3%). On January 15, 2026, 18,705 common shares were issued under the DRIP at a discount rate of 3%.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
16. Share capital (continued)
Capital management
The Company's primary objective when managing capital is to maximize returns for its shareholders by growing its asset base, mostly through accretive acquisitions of high-quality royalties, streams and other similar interests, while ensuring capital protection. The Company defines capital as long-term debt and total equity, including the undrawn portion of the revolving credit facility. Capital is managed by the Company's management and governed by the Board of Directors.
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Long-term debt | - | 93,900 | ||||
| Total equity | 1,432,041 | 1,188,953 | ||||
| Undrawn revolving credit facility (i) | 650,000 | 288,336 | ||||
| 2,082,041 | 1,571,189 |
(i) Excluding the potential additional available credit (accordion) of $200.0 million as at December 31, 2025 (C$200.0 million as at December 31, 2024) (Note 15).
There were no changes in the Company's approach to capital management during the year ended December 31, 2025, compared to the prior year. The Company is not subject to material externally imposed capital requirements.
17. Share-based compensation
Share options
The Company offered a share option plan (the "Option Plan") to its officers, employees and consultants until the year 2025, when it ceased granting share options. Options could be granted at an exercise price determined by the Board of Directors but should not be less than the closing market price of the common shares of the Company on the TSX on the day prior to their grant. No participant could be granted options which exceeded 5% of the issued and outstanding shares of the issuer at the time of granting of the option. The number of common shares issued to insiders of the issuer within one year and issuable to the insiders at any time under the Option Plan or combined with all other share compensation arrangements, couldn't exceed 8% of the issued and outstanding common shares. The duration and the vesting period were determined by the Board of Directors. However, the expiry date could not exceed 7 years after the date of granting.
The following table summarizes information about the movement of the share options outstanding:
| 2025 | 2024 | |||||||||||
| Weighted | Weighted | |||||||||||
| Number of | average | Number of | average | |||||||||
| options | exercise price | options | exercise price | |||||||||
| C$ | C$ | |||||||||||
| Balance - January 1 | 2,452,542 | 15.41 | 3,122,006 | 14.50 | ||||||||
| Granted | - | - | 287,300 | 18.72 | ||||||||
| Exercised | (1,123,809 | ) | 14.37 | (956,758 | ) | 13.44 | ||||||
| Forfeited / Cancelled | (14,166 | ) | 18.43 | - | - | |||||||
| Expired | - | - | (6 | ) | 13.93 | |||||||
| Balance - December 31 | 1,314,567 | 16.26 | 2,452,542 | 15.41 | ||||||||
| Options exercisable - December 31 | 987,766 | 15.54 | 1,703,943 | 14.51 | ||||||||
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
17. Share-based compensation (continued)
Share options (continued)
The weighted average share price when share options were exercised during the year ended December 31, 2025 was C$32.41 (C$23.59 for the year ended December 31, 2024).
The following table summarizes the share options outstanding as at December 31, 2025:
| Options outstanding | Options exercisable | |||||||||||||||
| Weighted | ||||||||||||||||
| average | ||||||||||||||||
| Weighted | remaining | Weighted | ||||||||||||||
| Exercise | Number of | average | contractual | Number of | average | |||||||||||
| price range | options | exercise price | life (years) | options | exercise price | |||||||||||
| C$ | C$ | C$ | ||||||||||||||
| 12.70 - 14.50 | 574,801 | 13.55 | 0.9 | 574,801 | 13.55 | |||||||||||
| 15.97 - 22.20 | 739,766 | 18.36 | 3.0 | 412,965 | 18.31 | |||||||||||
| 1,314,567 | 16.26 | 2.0 | 987,766 | 15.54 | ||||||||||||
The fair value of the share options is recognized as compensation expense over the vesting period. In 2025, the total share-based compensation related to share options amounted to $0.7 million ($1.6 million in 2024).
Deferred and restricted share units
The Company offers a deferred share unit ("DSU") plan and a restricted share unit ("RSU") plan, which allow DSUs and RSUs to be granted, respectively, to non-executive directors, officers and/or employees as part of their director's fees or long-term compensation package, as applicable.
The following table summarizes information about the DSUs and RSUs movements:
| 2025 | 2024 | |||||||||||
| DSUs (i) | RSUs (ii) | DSUs (i) | RSUs (ii) | |||||||||
| Balance - January 1 | 435,505 | 742,202 | 414,278 | 717,105 | ||||||||
| Granted | 35,310 | 342,340 | 70,440 | 308,000 | ||||||||
| Reinvested dividends | 3,056 | 6,608 | 4,578 | 8,247 | ||||||||
| Settled | (141,570 | ) | (301,155 | ) | (42,095 | ) | (272,160 | ) | ||||
| Forfeited | - | - | (11,696 | ) | (18,990 | ) | ||||||
| Balance - December 31 | 332,301 | 789,995 | 435,505 | 742,202 | ||||||||
| Balance - Vested | 296,872 | - | 381,246 | - | ||||||||
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
17. Share-based compensation (continued)
Deferred and restricted share units (continued)
(i) Unless otherwise decided by the Board of Directors of the Company, the DSUs vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each non-executive director when he or she leaves the board or is not re-elected. The accounting value of the payout is determined by multiplying the number of DSUs expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period. When payment is settled by issuing common shares, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities. The DSUs granted in 2025 have a weighted average value of C$34.01 per DSU (C$21.84 per DSU in 2024).
(ii) One half of the RSUs is time-based (the "time-based RSUs") and the other half is time-based and depends on the achievement of certain performance measures (the "performance-based RSUs"). The time-based RSUs granted prior to 2024 vest and are payable three years after the grant date. The time-based RSUs granted in 2024 and 2025 vest and are payable in three equal tranches at each anniversary of the grant date. The performance-based RSUs vest and are payable three years after the grant date. The RSUs are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company. The accounting value of the payout is determined by multiplying the number of RSUs expected to vest at the settlement date by the closing price of the Company's shares on the day prior to the grant date, and is recognized over the vesting period and adjusted for the performance-based components, when applicable. When payment is settled by issuing common shares, one common share is issued for each vested RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities. The RSUs granted in 2025 have a weighted average value of C$26.68 per RSU (C$18.79 per RSU in 2024).
The total share-based compensation expense related to the DSU and RSU plans in 2025 amounted to $7.7 million ($4.7 million in 2024).
Based on the closing price of the common shares at December 31, 2025 ($35.39 or C$48.62), and considering a marginal income tax rate of 53.3%, the estimated amount that the Company is expected to transfer to the tax authorities to settle the employees' tax obligations related to the vested DSUs and RSUs to be settled in equity amounts to $5.6 million ($3.7 million as at December 31, 2024) and to $21.2 million based on all DSUs and RSUs outstanding ($11.4 million as at December 31, 2024).
18. Income taxes
(a) Income tax expense
The income tax recorded in the consolidated statements of income for the years ended December 31, 2025 and 2024 is presented as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Current income tax | ||||||
| Expense for the year | 16,633 | 2,692 | ||||
| Current income tax expense | 16,633 | 2,692 | ||||
| Deferred income tax (Note 18 (b)): | ||||||
| Origination and reversal of temporary differences | 26,005 | 5,521 | ||||
| Change in unrecognized deductible temporary differences | (6,423 | ) | 5,174 | |||
| Adjustments in respect of prior years | (704 | ) | 462 | |||
| Other | (214 | ) | 26 | |||
| Deferred income tax expense | 18,664 | 11,183 | ||||
| Income tax expense | 35,297 | 13,875 |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
18. Income taxes (continued)
(a) Income tax expense (continued)
The provision for income taxes presented in the consolidated statements of income differs from the amount that would arise using the statutory income tax rate applicable to income of the consolidated entities, as a result of the following:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Earnings before income taxes | 241,385 | 30,142 | ||||
| Income tax provision calculated using the combined Canadian federal and provincial statutory income tax rate | 63,967 | 7,988 | ||||
| Increase (decrease) in income taxes resulting from: | ||||||
| Permanent differences on share-based compensation | (1,698 | ) | (59 | ) | ||
| Non-taxable/non-deductible portion of capital (gains) losses, net | (6,209 | ) | 6,051 | |||
| Differences in foreign statutory tax rates | (15,140 | ) | (6,566 | ) | ||
| Changes in unrecognized deferred tax assets | (6,423 | ) | 5,174 | |||
| Foreign withholding taxes | 1,047 | 799 | ||||
| Taxable foreign accrual property income | 671 | - | ||||
| Adjustments in respect of prior years | (704 | ) | 462 | |||
| Other | (214 | ) | 26 | |||
| Total income tax expense | 35,297 | 13,875 |
The 2025 and 2024 Canadian federal and provincial statutory income tax rate is 26.5%.
(b) Deferred income taxes
The components that give rise to deferred income tax assets and liabilities are as follows:
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Deferred tax assets: | ||||||
| Non-capital losses | - | 8,387 | ||||
| Deferred and restricted share units | 7,596 | 4,116 | ||||
| Share and debt issue expenses | 422 | 888 | ||||
| Other | 331 | 478 | ||||
| 8,349 | 13,869 | |||||
| Deferred tax liabilities: | ||||||
| Royalty interests | (97,631 | ) | (85,089 | ) | ||
| Stream interests | (6,322 | ) | (4,634 | ) | ||
| Investments | (2,407 | ) | (380 | ) | ||
| (106,360 | ) | (90,103 | ) | |||
| Deferred tax liability, net | (98,011 | ) | (76,234 | ) |
Deferred tax assets and liabilities have been offset on the balance sheets where they relate to income taxes levied by the same taxation authority and the Company has the legal right and intent to offset.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
18. Income taxes (continued)
(b) Deferred income taxes (continued)
The movement in net deferred tax liabilities during the years ended December 31, 2025 and 2024 may be summarized as follows:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Balance - January 1 | (76,234 | ) | (72,797 | ) | ||
| Recognized in net earnings | (18,664 | ) | (11,183 | ) | ||
| Recognized in other comprehensive loss / income | (2,050 | ) | 918 | |||
| Recognized in equity | 2,875 | 929 | ||||
| Currency conversion adjustment | (3,938 | ) | 5,899 | |||
| Balance - December 31 | (98,011 | ) | (76,234 | ) |
(c) Unrecognized deferred tax liabilities
The aggregate amount of taxable temporary differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognized as at December 31, 2025, is $135.3 million ($73.7 million as at December 31, 2024). No deferred tax liabilities are recognized on the temporary differences associated with investments in subsidiaries because the Company controls the timing of reversal and it is not probable that they will reverse in the foreseeable future.
(d) Unrecognized deferred tax assets
As at December 31, 2025, the Company had temporary differences associated with marketable securities with a tax benefit of $26.7 million ($35.8 million as at December 31, 2024), which are not recognized as deferred tax assets. The Company recognizes the benefit of tax attributes only to the extent of anticipated future taxable income that can be reduced by these attributes.
19. Additional information on the consolidated statements of income
| 2025 | 2024 | |||||
| $ | $ | |||||
| Revenues | ||||||
| Royalty interests | 177,264 | 130,375 | ||||
| Stream interests | 100,106 | 60,782 | ||||
| 277,370 | 191,157 | |||||
| Cost of sales | ||||||
| Royalty interests | 701 | 413 | ||||
| Stream interests | 8,414 | 6,325 | ||||
| 9,115 | 6,738 | |||||
| Depletion | ||||||
| Royalty interests | 13,234 | 12,208 | ||||
| Stream interests | 22,536 | 20,399 | ||||
| 35,770 | 32,607 |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
19. Additional information on the consolidated statements of income (continued)
| 2025 | 2024 | |||||
| $ | $ | |||||
| Other operating expenses | ||||||
| Employee benefit expenses (see below) | 19,851 | 14,586 | ||||
| Impairment of assets | 5,495 | 49,558 | ||||
| Professional fees | 4,923 | 4,631 | ||||
| Insurance costs | 1,276 | 1,356 | ||||
| Amortization | 1,220 | 965 | ||||
| Travel expenses | 859 | 838 | ||||
| Donations, sponsorships and communication expenses | 1,205 | 758 | ||||
| Public company expenses | 517 | 565 | ||||
| Rent and office expenses | 405 | 427 | ||||
| Other, net | (31 | ) | (196 | ) | ||
| 35,720 | 73,488 | |||||
| Employee benefit expenses | ||||||
| Salaries and short-term employee benefits | 11,463 | 8,348 | ||||
| Share-based compensation | 8,388 | 6,238 | ||||
| 19,851 | 14,586 | |||||
| Other gains (losses), net | ||||||
| Change in fair value of financial assets at fair value through profit and loss | 5,315 | 343 | ||||
| Change in allowance for expected credit loss and write-off of other investments | - | 1,399 | ||||
| Net loss on dilution of investments in associates (Note 9) | - | (9,300 | ) | |||
| Gain on deemed disposal of an associate (Note 9) | 54,439 | - | ||||
| Reclassification of other comprehensive loss on the deemed disposal of an associate (Note 9) | (1,147 | ) | - | |||
| Other | - | (2,362 | ) | |||
| 58,607 | (9,920 | ) |
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
20. Key management
Key management includes directors (executive and non-executive) and the executive management team. The compensation paid or payable to key management for employee services is presented below:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Salaries and short-term employee benefits | 3,189 | 3,036 | ||||
| Share-based compensation | 4,067 | 2,925 | ||||
| 7,256 | 5,961 |
Key management employees are subject to employment agreements which provide for payments on termination of employment without cause or following a change of control providing for payments of between once to twice base salary and bonus and certain vesting acceleration clauses on restricted and deferred share units and share options.
21. Net earnings per share
| 2025 | 2024 | |||||
| $ | $ | |||||
| Net earnings | 206,088 | 16,267 | ||||
| Basic weighted average number of common shares outstanding (in thousands) | 187,775 | 186,290 | ||||
| Dilutive effect of share options | 971 | 915 | ||||
| Dilutive effect of RSUs and DSUs | 406 | 376 | ||||
| Diluted weighted average number of common shares (in thousands) | 189,152 | 187,581 | ||||
| Net earnings per share | ||||||
| Basic | 1.10 | 0.09 | ||||
| Diluted | 1.09 | 0.09 |
For the year ended December 31, 2024, 53,200 share options were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
22. Additional information on the consolidated statements of cash flows
| 2025 | 2024 | |||||
| $ | $ | |||||
| Interests received | 3,673 | 4,352 | ||||
| Interests paid on long-term debt | 3,880 | 7,255 | ||||
| Income taxes paid | 3,136 | 2,692 | ||||
| Changes in non-cash working capital items | ||||||
| Increase in amounts receivable | (121 | ) | (880 | ) | ||
| Increase in other current assets | (714 | ) | (220 | ) | ||
| Increase (decrease) in accounts payable and accrued liabilities | 2,146 | (777 | ) | |||
| Increase in income tax liabilities | 13,655 | - | ||||
| 14,966 | (1,877 | ) |
23. Financial risks
The Company's activities expose it to a variety of financial risks: market risks (including interest rate risk, foreign currency risk and other price risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's performance.
Risk management is carried out under policies approved by the Board of Directors. The Board of Directors provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, the use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidities.
(a) Market risks
(i) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate as a result of changes in market interest rates.
The Company's interest rate risk on financial assets is primarily related to cash, which bear interest at variable rates. Based on the cash balance as at December 31, 2025, the impact on interest income over a 12-month horizon of a 1.0% shift in interest rates would be immaterial. Other financial assets are not exposed to interest rate risk because they are mostly non-interest bearing or bear interest at fixed rates.
The revolving credit facility bears a variable interest rate and, based on the revolving credit facility's balance as at December 31, 2025, the impact on financial expenses over a 12-month horizon of a 1.0% shift in interest rates would be immaterial. Other financial liabilities are not exposed to interest rate risk because they are non-interest bearing or bear a fixed interest rate.
(ii) Foreign exchange risk
The functional currencies of the Company's entities include the Canadian, U.S. and Australian dollars with the reporting currency of the Company being the U.S. dollar. The Company is exposed to foreign exchange risk arising from currency volatility, primarily with respect to the assets and liabilities denominated in U.S. dollars held by entities having the Canadian dollar as their functional currency, including material cash balances denominated in U.S. dollars and outstanding drawdowns on its credit facility in U.S. dollars, and is therefore exposed to material gains or losses on foreign exchange.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
23. Financial risks (continued)
(a) Market risks (continued)
(ii) Foreign exchange risk (continued)
As at December 31, 2025 and 2024, the balances in U.S. dollars held by entities having the Canadian dollar as their functional currency were as follows:
| December 31, | ||||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Cash | 21,879 | 9,639 | ||||
| Amounts receivable | 409 | 73 | ||||
| Other assets | 1,031 | 975 | ||||
| Accounts payable and accrued liabilities | (570 | ) | (280 | ) | ||
| Dividends payable | (3,220 | ) | (5 | ) | ||
| Revolving credit facility | - | (80,000 | ) | |||
| Net exposure, in U.S. dollars | 19,529 | (69,598 | ) | |||
| Equivalent in Canadian dollars | 26,766 | (100,145 | ) | |||
Based on the balances as at December 31, 2025, a 5% fluctuation in the exchange rates on that date (with all other variables being constant) would have resulted in a variation of net earnings of approximately $0.7 million in 2025 ($3.6 million in 2024).
The Company also records currency translation adjustment gains or losses, through comprehensive income or loss, arising primarily from the fluctuation of the U.S. dollar on its assets and liabilities denominated in Canadian dollars held by entities having the Canadian dollar as their functional currency.
(iii) Other price risk
The Company is exposed to equity price risk as a result of holding long-term investments in mining companies. The equity prices of long-term investments are impacted by various underlying factors, including commodity prices. Based on the Company's long-term investments held as at December 31, 2025 and 2024, a 10% increase (decrease) in the equity prices of these investments would have an immaterial impact on net earnings and would increase (decrease) other comprehensive income (loss) by $13.8 million for the year ended December 31, 2025 ($5.4 million for the year ended December 31, 2024).
(b) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, amounts receivable and other financing facilities receivable. The Company reduces its credit risk by investing its cash in high interest savings accounts with Canadian and U.S. recognized financial institutions. In the case of amounts receivable and other financing facilities, the Company performs either a credit analysis or ensures that it has sufficient guarantees in case of a non-payment by the third-party to cover the net book value of the note. A provision is recorded if there is an expected credit loss based on the analysis. In some cases, the loans receivable could be applied against stream deposits due by the Company or converted into a royalty if the third-party is not able to reimburse its loan.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
23. Financial risks (continued)
(b) Credit risk (continued)
As at December 31, 2025, as a result of the expected credit loss analysis, a provision of $21.4 million was recorded on a loan made to the company holding the Renard diamond mine. As at December 31, 2024, a provision of $34.2 million was recorded on loans made to the company holding the Renard diamond mine and the Amulsar gold project (the loans were considered as credit-impaired and were fully provisioned as the companies were not expected to be in a position to reimburse them). The loan related to the Amulsar gold project was amended in 2025 as the company holding the loan and the Amulsar gold project was sold to a third party (Note 10).
The maximum credit exposure of the Company corresponds to the respective instrument's net carrying amount.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages the liquidity risk by continuously monitoring actual and projected cash flows, considering the requirements related to its investment commitments and matching the maturity profile of financial assets and liabilities. The Board of Directors reviews and approves any material transaction out of the ordinary course of business, including proposals on mergers, acquisitions or other major investment or divestitures. The Company also manages liquidity risk through the management of its capital structure and financial leverage as outlined in Note 16. As at December 31, 2025, cash is invested in high interest savings accounts held with Canadian and U.S. recognized financial institutions.
As at December 31, 2025, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the revolving credit facility and the lease liabilities, which are described below:
| As at December 31, 2025 | |||||||||||||||||||||
| Total amount payable |
Estimated annual payments | ||||||||||||||||||||
| Maturity | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Revolving credit facility (i) | 4,698 | May 30, 2029 | 1,375 | 1,375 | 1,375 | 573 | - | ||||||||||||||
| Lease liabilities | 5,790 | December 31, 2029 | 1,548 | 1,544 | 1,388 | 1,310 | - | ||||||||||||||
| 10,488 | 2,923 | 2,919 | 2,763 | 1,883 | - | ||||||||||||||||
(i) Since the revolving credit facility was undrawn as of December 31, 2025, the amounts presented correspond only to the monthly standby fees payable on the unused portion of the revolving credit facility.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
24. Fair value of financial instruments
The following table provides information about financial assets and liabilities measured at fair value in the consolidated balance sheets and categorized by level according to the significance of the inputs used in making the measurements.
Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
| December 31, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss (i) | ||||||||||||
| Warrants on equity securities and convertible notes | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | - | - | 12,275 | 12,275 | ||||||||
| Financial assets at fair value through other comprehensive income (i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded royalty and streaming companies | 22,145 | - | - | 22,145 | ||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | 118,354 | - | - | 118,354 | ||||||||
| Other minerals (ii) | 21,753 | - | - | 21,753 | ||||||||
| Private mining companies | - | - | 591 | 591 | ||||||||
| 162,252 | - | 12,866 | 175,118 | |||||||||
| December 31, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||
| $ | $ | $ | $ | |||||||||
| Recurring measurements | ||||||||||||
| Financial assets at fair value through profit or loss (i) | ||||||||||||
| Warrants on equity securities and convertible debentures and notes | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | - | - | 6,534 | 6,534 | ||||||||
| Other minerals | 11 | - | 3 | 14 | ||||||||
| Financial assets at fair value through other comprehensive (loss) income (i) | ||||||||||||
| Equity securities | ||||||||||||
| Publicly traded mining companies | ||||||||||||
| Precious metals | 1,822 | - | - | 1,822 | ||||||||
| Other minerals (ii) | 53,353 | - | - | 53,353 | ||||||||
| Private mining companies | - | - | 138 | 138 | ||||||||
| 55,186 | - | 6,675 | 61,861 | |||||||||
(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.
(ii) Equity securities classified under other minerals are mostly related to copper.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
24. Fair value of financial instruments (continued)
During the year ended December 31, 2025 and 2024, there were no transfers among Level 1, Level 2 and Level 3.
Financial instruments in Level 1
The fair value of financial instruments traded in active markets is based on quoted market prices on a recognized securities exchange at the balance sheet dates. The quoted market price used for financial assets held by the Company is the last transaction price. Instruments included in Level 1 consist primarily of common shares and warrants trading on recognized securities exchanges, such as the TSX or TSX Venture.
Financial instruments in Level 2
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Company's specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.
Financial instruments in Level 3
Financial instruments classified in Level 3 include convertible instruments, warrants and investments in private companies held by the Company that are not traded on a recognized securities exchange. At each balance sheet date, the fair value of the significant investments held in private companies is evaluated using a discounted cash-flows approach. The main valuation inputs used in the cash-flows models being significant unobservable inputs, these investments are classified in Level 3. The fair value of the investments in convertible instruments and warrants is determined directly or indirectly using the Black-Scholes option pricing model which includes significant inputs not based on observable market data.
The following table presents the changes in the Level 3 investments (comprised of warrants and convertible instruments) for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||
| $ | $ | |||||
| Balance - January 1 | 6,675 | 6,883 | ||||
| Acquisitions | 440 | - | ||||
| Change in fair value - warrants expired (i) | (393 | ) | 4 | |||
| Change in fair value - investments held at the end of the period (i) | 5,805 | 339 | ||||
| Foreign exchange revaluation impact | 339 | (551 | ) | |||
| Balance - December 31 | 12,866 | 6,675 |
(i) Recognized in the consolidated statements of income under other gains (losses), net.
The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.
The fair value of the warrants on equity securities and the convertible instruments of publicly traded mining exploration and development companies, classified as Level 3, is determined using directly or indirectly the Black-Scholes option pricing model. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would have resulted in an insignificant variation of the fair value of the warrants and convertible instruments as at December 31, 2025 and 2024. As at December 31, 2025 and 2024, the fair value of the equity securities of private mining companies was immaterial.
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
24. Fair value of financial instruments (continued)
Financial instruments not measured at fair value on the consolidated balance sheets
Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, revenues receivable from royalty, stream and other interests, other receivables, notes receivable, accounts payable and accrued liabilities, and long-term debt. The fair values of cash, revenues receivable from royalty, stream and other interests, other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short-term nature. As of December 31, 2024, the carrying value of the liability under the revolving credit facility approximates its fair value given that the credit spread is similar to the credit spread the Company would obtain under similar conditions at the reporting date. The fair value of the notes receivable approximates their carrying value as there were no significant negative changes in economic and risk parameters or assumptions related directly to the instruments since the issuance, acquisition, renewal or revaluation of those financial instruments.
25. Segment disclosure
The Company's business is organized and reported as a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows are attributable to this single operating segment. The President and Chief Executive Officer, who is the Company's chief operating decision-maker, makes capital allocation decisions, reviews operating results and assesses financial performance.
The following tables present segmented information for this single segment.
Geographic revenues
Geographic revenues from the sale of precious metals and other commodities received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2025 and 2024, royalty, stream and other interest revenues were earned from the following jurisdictions:
| North America (i) |
South America |
Australia |
Africa |
Europe |
Total |
|||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2025 | ||||||||||||||||||
| Royalties | 165,738 | 5,765 | 347 | 5,414 | - | 177,264 | ||||||||||||
| Streams | 11,883 | 45,831 | 27,029 | - | 15,363 | 100,106 | ||||||||||||
| 177,621 | 51,596 | 27,376 | 5,414 | 15,363 | 277,370 | |||||||||||||
| 2024 | ||||||||||||||||||
| Royalties | 126,101 | 1,338 | 240 | 2,696 | - | 130,375 | ||||||||||||
| Streams | 8,204 | 22,371 | 19,808 | - | 10,399 | 60,782 | ||||||||||||
| 134,305 | 23,709 | 20,048 | 2,696 | 10,399 | 191,157 |
(i) In 2025, revenues generated from Canada amounted to $160.1 million ($121.7 million in 2024).
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
25. Segment disclosure (continued)
Geographic revenues (continued)
In 2025, two royalty/stream interests generated revenues of $154.1 million (two royalty/stream interests generated revenues of $100.6 million in 2024), which represented 56% of revenues (53% of revenues in 2024), including one royalty interest that generated revenues of $108.2 million ($78.3 million in 2024).
In 2025, revenues generated from precious metals represented 95% of total revenues (94% in 2024).
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2025 and December 31, 2024, which is based on the location of the properties related to the royalty, stream or other interests:
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2025 | |||||||||||||||||||||
| Royalties | 404,599 | 131,823 | 58,078 | 48,841 | 5,248 | 10,847 | 659,436 | ||||||||||||||
| Streams | 161,176 | 128,907 | 127,252 | - | 22,300 | 30,184 | 469,819 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 565,775 | 260,730 | 192,397 | 48,841 | 31,252 | 41,031 | 1,140,026 | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||
| Royalties | 392,520 | 127,008 | 57,646 | 49,906 | - | 10,333 | 637,413 | ||||||||||||||
| Streams | 146,408 | 127,974 | 136,386 | - | 22,300 | 32,603 | 465,671 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 538,928 | 254,982 | 201,099 | 49,906 | 26,004 | 42,936 | 1,113,855 | |||||||||||||||
(i) As at December 31, 2025, the carrying value of the net interests located in Canada amounted to $355.7 million ($338.5 million as at December 31, 2024).
26. Related party transactions
There were no material transactions with related parties during the year ended December 31, 2025 (a note receivable from an associate of $12.2 million was included in other investments as at December 31, 2024).
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
27. Commitments
Investments in royalty and stream interests
As at December 31, 2025, significant commitments related to the acquisition of royalties and streams are detailed in the following table:
| Company | Project (asset) | Installments | Triggering events |
| Gold Resource Corporation | Back Forty project (gold stream) |
$5.0 million | Receipt of all material permits for the construction and operation of the project. |
| $25.0 million | Pro-rata to drawdowns with construction finance facility. | ||
| SolGold plc | Cascabel project (gold stream) |
$10.0 million | Achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project. |
| $195.0 million | Pro-rata to drawdowns with construction finance facility. | ||
| Falco Resources Ltd. | Horne 5 project (silver stream) |
C$45.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and all material construction permits, positive construction decision, and raising a minimum of C$135.0 million in non-debt financing and demonstrating that the financial assurance required to allow Falco to proceed with the commencement of mining activities can be satisfied, as applicable. |
| C$60.0 million | Upon total projected capital expenditure having been demonstrated to be financed. | ||
| C$40.0 million (optional) |
Payable with fourth installment, at sole election of OR Royalties, to increase the silver stream to 100% of payable silver (from 90%). | ||
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
27. Commitments (continued)
Stream purchase agreements
The following table summarizes the significant commitments related to producing assets and assets in advance stage of development to pay for metals and other commodities to which OR Royalties has the contractual right pursuant to the associated purchase agreements:
| Attributable payable production to be purchased |
Per ounce/tonne cash payment |
Term of agreement |
Date of contract |
|||
| Interest | Silver | Other | Silver | Other | ||
| CSA streams (1) | 100% | 2.25 - 4.875% (Copper) |
4% | 4% | Life of mine | June 2023 |
| Gibraltar stream (2) | 100% | nil | Life of mine | March 2018 Amended Dec. 2024 |
||
| Mantos Blancos stream (3) | 100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||
| Sasa stream (4) | 100% | $6.665 | 40 years | November 2015 | ||
(1) OR Royalties International will receive refined silver equal to 100% of the payable silver produced from the CSA mine for the life of the mine, and will be entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreements, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine. On the 5th anniversary of the closing date (June 15, 2028), the owner will have the option to exercise certain buy-down rights by paying a one-time cash payment to OR Royalties International of $20.0 million to $40.0 million. If the option is exercised, OR Royalties International will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine. As of December 31, 2025, 1,748 tonnes of copper have been delivered to OR Royalties International under the stream agreement.
(2) OR Royalties will receive from Taseko an amount of silver production equal to 100% of Gibraltar mine's production, until reaching the delivery to OR Royalties of 6.8 million ounces of silver, and 35% of production thereafter. As of December 31, 2025, a total of 1.6 million ounces of silver have been delivered under the stream agreement.
(3) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%. As of December 31, 2025, a total of 7.5 million ounces of silver have been delivered to OR Royalties International under the stream agreement.
(4) Price subject to the lesser of 3% or inflation over the previous calendar year measured by the consumer price index (CPI) per ounce price escalation after 2016.
28. Subsequent events
Acquisition of an additional 1% NSR royalty on Namdini
On January 29, 2026, the Company announced the acquisition of an additional 1.0% NSR royalty covering the producing Namdini Gold Mine ("Namdini") in Ghana, with an effective date of October 1, 2025. OR Royalties has closed the transaction with Savannah Mining Limited ("Savannah"), acquiring Savannah's remaining 50% interest in the 2.0% NSR royalty for total cash consideration of up to $103.5 million.
Acquisition of a portfolio of royalties and deferred payment obligations from Gold Fields Limited
On February 18, 2026, the Company announced that it has entered into a definitive agreement with Gold Fields Limited ("Gold Fields") to acquire a portfolio of precious metals assets consisting of eight royalties (the "Portfolio") for a total cash consideration of $115.0 million, anchored by a 1.5% NSR royalty on Compañía de Minas Buenaventura SAA's producing San Gabriel gold and silver mine located in the Province of General Sánchez Cerro, Region of Moquegua, Peru.
In addition to the Portfolio, the Company has agreed to pay Gold Fields $52.0 million in exchange for deferred payment obligations totalling $60.0 million payable by Galiano Gold Inc. ($30.0 million on or before December 31, 2026 and $30.0 million upon production of an aggregate of 100,000 ounces of gold from Asanko Gold Mine's Nkran deposit).
| OR Royalties Inc. |
| Notes to the Consolidated Financial Statements |
| For the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
28. Subsequent events (continued)
Dividend
On February 18, 2026, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on April 15, 2026 to shareholders of record as of the close of business on March 31, 2026.
Management's
Discussions and Analysis
For the year
ended
December 31, 2025
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
The following management discussion and analysis ("MD&A") of the consolidated operations and financial position of OR Royalties Inc. ("OR Royalties" or the "Company") and its subsidiaries for the year ended December 31, 2025 should be read in conjunction with the Company's audited consolidated financial statements and related notes for the year ended December 31, 2025. The audited consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit and Risk Committee composed of independent directors. The Audit Committee meets with management and the auditors in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of February 18, 2026, the date when the Board of Directors has approved the Company's audited consolidated financial statements for the year ended December 31, 2025 following the recommendation of the Audit and Risk Committee. All monetary amounts included in this report are expressed in U.S. dollars, the Company's reporting currency, unless otherwise noted. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Forward-Looking Statements" section.
Table of Contents
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Description of the Business
At the annual and special meeting of shareholders held on May 8, 2025, the shareholders of the Company approved the resolution to amend the articles of the Company to change its name from "Osisko Gold Royalties Ltd" to "OR Royalties Inc.". The name change became effective on that date.
OR Royalties is engaged in the business of acquiring and managing royalties, streams and similar interests on precious metals and other commodities that fit the Company's risk/reward objectives. The Company owns a portfolio of royalties, streams, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects. The Company's cornerstone asset is a 3-5% net smelter return ("NSR") royalty on the Canadian Malartic Complex, located in Québec, Canada.
OR Royalties is a public company domiciled in the Province of Québec, Canada, whose shares trade on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") and is constituted under the Business Corporations Act (Québec). The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec.
Business Model and Strategy
OR Royalties is focused on acquiring high-quality, long-life precious metals royalties and streams on assets located in favourable jurisdictions that are operated by established mining companies. The Company deploys capital through the acquisition of royalty and stream investments on metal mining projects at various stages of operation and development. OR Royalties endeavours to provide investors with lower-risk precious metals exposure via a geographically and operationally diversified asset base. OR Royalties' objective is to deploy capital into new and accretive investment opportunities to further enhance its growth profile.
Highlights
Year 2025
- 80,775 gold equivalent ounces ("GEOs1") earned (80,740 GEOs in 2024);
- Record revenues from royalties and streams of $277.4 million ($191.2 million in 2024);
- Record cash flows generated by operating activities of $245.6 million ($159.9 million in 2024);
- Record net earnings of $206.1 million, $1.10 per basic share ($16.3 million, $0.09 per basic share in 2024);
- Record adjusted earnings2 of $165.5 million, $0.88 per basic share ($97.3 million, $0.52 per basic share in 2024);
- Debt-free following the full repayment of the revolving credit facility (net repayments of $94.9 million in 2025);
- Cash balance of $142.1 million as at December 31, 2025;
- Increase in the revolving credit facility to $650.0 million plus an uncommitted accordion of $200.0 million, and extension of the maturity date to May 30, 2029;
- Purchased for cancellation, under the normal course issuer bid, a total of 1.1 million common shares for $36.7 million (C$50.8 million; average acquisition price per share of C$47.86) in 2025;
- First payment received from Cardinal Namdini Mining Ltd. under the Namdini Gold Mine ("Namdini") 1.0% NSR royalty;
- First payment received from Talisker Resources Ltd. under the Bralorne 1.7% NSR royalty;
- Acquisition by OR Royalties International Ltd. ("OR Royalties International"), a wholly-owned subsidiary of the Company, of a 100% silver stream on Orla Mining Ltd.'s South Railroad project in Nevada, United States, for cash consideration of $13.0 million;
- Acquisition of a 1.5% NSR royalty from Japan Gold Corp. ("Japan Gold") on Japan Gold's wholly-controlled properties in Japan for cash consideration of $5.0 million;
- Acquisition of a basket of royalties across various projects in British Columbia, Canada, from Sable Resources Ltd. ("Sable Resources") for cash consideration of C$3.8 million ($2.8 million), as well as certain rights in relation to the future acquisition of similar interests from Sable Resources;
- Second payment of $10.0 million made by OR Royalties International on the Cascabel gold stream;
- Receipt of $49.0 million from Harmony Gold Mining Company Limited ("Harmony") for shares held by OR Royalties International upon closing of Harmony's transaction to acquire MAC Copper Limited;
1 GEOs are calculated on a quarterly basis and include royalties and streams. Silver ounces and copper tonnes earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces or copper tonnes earned by the average silver price per ounce or copper price per tonne for the period and dividing by the average gold price per ounce for the period. Cash royalties, other metals and commodities are converted into gold equivalent ounces by dividing the associated revenue by the average gold price per ounce for the period. For average metal prices used, refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A.
2 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
- Publication of the fifth edition of the Company's sustainability report, Growing Responsibly, in addition to the OR Royalties 2025 Asset Handbook; and
- Declaration of quarterly dividends totaling $0.211 per common share (C$0.255, or US$0.182, per common share in 2024).
Subsequent to December 31, 2025
- Acquisition of an additional 1.0% NSR royalty covering the producing Namdini mine in Ghana, with an effective date of October 1, 2025. OR Royalties has closed the transaction with Savannah Mining Limited ("Savannah"), acquiring Savannah's remaining 50% interest in the 2.0% NSR royalty for total cash consideration of up to $103.5 million;
- Definitive agreement with Gold Fields Limited ("Gold Fields") to acquire a high-quality portfolio of precious metals assets consisting of eight royalties (the "Portfolio") for a total cash consideration of $115.0 million, anchored by a 1.5% NSR royalty on Compañía de Minas Buenaventura SAA's ("Buenaventura") producing San Gabriel gold and silver mine located in the Province of General Sánchez Cerro, Region of Moquegua, Peru. In addition to the Portfolio, the Company has agreed to pay Gold Fields $52.0 million in exchange for deferred payment obligations totalling $60.0 million payable by Galiano Gold Inc. ($30.0 million on or before December 31, 2026 and $30.0 million upon production of an aggregate of 100,000 ounces of gold from Asanko Gold Mine's Nkran deposit); and
- Declaration of a quarterly dividend of $0.055 per common share payable on April 15, 2026 to shareholders of record as of the close of business on March 31, 2026.
Corporate Update
On January 29, 2026, the Company announced the appointment of Mr. Kevin Thomson as an Independent Director to its Board of Directors. Concurrently, the Company announced that Mr. William Murray John has resigned as a director of the Company, effective immediately.
Mr. Kevin Thomson brings over 40 years of senior strategic mergers and acquisitions experience in the mining industry. Most recently, Mr. Thomson served as Senior Executive Vice President, Strategic Matters for Barrick Gold Corporation ("Barrick") where he was involved in all matters of strategic significance, including the management of complex negotiations, development of Barrick's corporate strategy, involvement in complex legal issues, and governance-related matters.
Guidance for 2026 and 5-Year Outlook
2026 Guidance
OR Royalties expects GEOs earned to range between 80,000 to 90,000 in 2026 at an average cash margin3 of approximately 97%. For the 2026 guidance, deliveries of silver, copper, and cash royalties were converted to GEOs using commodity prices based on February 2026 consensus commodity prices and a gold/silver price ratio of 73:1.
The 2026 guidance assumed ramp-ups at both the Dalgaranga and San Gabriel mines, as well as first payments received under those gross revenue and NSR royalties from Ramelius Resources Ltd. and Buenaventura, respectively. The guidance also assumes increased payments associated GEOs earned from the Company's 2.0% NSR royalty covering Cardinal Namdini Mining Ltd.'s Namdini mine. In addition, the guidance assumes relatively consistent year-over-year GEO deliveries from Capstone Copper Corp.'s Mantos Blancos mine. Finally, the guidance assumes conservative estimates of GEOs expected to be earned from Harmony's CSA mine, as Harmony's ownership transition continues and the Harmony team continues to condition the asset for optimized performance over the long-term.
OR Royalties' 2026 guidance on royalty and stream interests is largely based on publicly available forecasts from its operating partners. When publicly available forecasts on properties are not available, OR Royalties obtains internal forecasts from the producers or uses management's best estimate.
5-Year Outlook
OR Royalties expects its portfolio to generate between 120,000 and 135,000 GEOs in 2030. The outlook assumes the commencement of production at Gold Fields' Windfall, South32 Limited's Hermosa/Taylor, Osisko Development Corp.'s Cariboo, Solidus Resources LLC's Spring Valley, United Gold's Amulsar and Orla Mining Ltd.'s South Railroad projects, respectively. It also assumes increased production from certain other operators that are advancing expansions including Alamos Gold Inc.'s Island Gold District Expansion, amongst others. The 5-year outlook assumes there will be no GEO contribution from the Eagle Gold mine, which remains in receivership.
3 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Beyond this growth profile, OR Royalties owns several other growth assets, which have not been factored into the 5-year outlook, as their respective development timelines are either longer, or difficult to reasonably forecast at this time. As these operators provide additional clarity on these respective assets, OR Royalties will seek to include them in future long-term outlooks.
The 5-year outlook is based on internal judgements of publicly available forecasts and other disclosure by the third-party owners and operators of the Company's assets and could differ materially from actual results. When publicly available forecasts on properties are not available, OR Royalties obtains internal forecasts from the operators or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 82:1.
This 5-year outlook replaces the 5-year outlook previously released in February 2025, the latter of which should be considered as withdrawn. Investors should not use the current 5-year outlook to extrapolate forecast results to any year within the 5-year period (2026-2030).
Portfolio of Royalty, Stream and Other Interests
The following table details the GEOs earned by the Company's producing royalty, stream and other interests:
| Three months ended December 31, |
Year ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Gold | ||||||||||||
| Canadian Malartic Complex royalty | 7,830 | 7,460 | 31,914 | 32,588 | ||||||||
| Éléonore royalty | 1,211 | 1,358 | 5,123 | 5,273 | ||||||||
| Island Gold District royalty | 823 | 765 | 3,274 | 3,011 | ||||||||
| Seabee royalty | 261 | 298 | 2,135 | 2,456 | ||||||||
| Ermitaño royalty | 477 | 652 | 1,967 | 2,419 | ||||||||
| Lamaque Complex royalty | 384 | 409 | 1,788 | 1,737 | ||||||||
| Namdini royalty (i) | 677 | - | 1,435 | - | ||||||||
| Pan royalty | 361 | 344 | 1,283 | 1,340 | ||||||||
| Tocantinzinho royalty (ii) | 305 | 120 | 1,102 | 120 | ||||||||
| Bald Mountain royalty | 357 | - | 825 | 869 | ||||||||
| Fruta del Norte royalty | 104 | 115 | 451 | 416 | ||||||||
| Eagle Gold royalty (iii) | - | - | - | 2,857 | ||||||||
| Others | 356 | 190 | 1,184 | 719 | ||||||||
| 13,146 | 11,711 | 52,481 | 53,805 | |||||||||
| Silver | ||||||||||||
| Mantos Blancos stream | 4,683 | 2,385 | 12,830 | 9,430 | ||||||||
| CSA stream | 1,483 | 1,545 | 4,782 | 5,407 | ||||||||
| Sasa stream | 1,130 | 1,094 | 4,406 | 4,286 | ||||||||
| Gibraltar stream | 747 | 472 | 2,217 | 2,132 | ||||||||
| Canadian Malartic Complex royalty | 61 | 46 | 191 | 175 | ||||||||
| Others | 54 | 63 | 210 | 180 | ||||||||
| 8,158 | 5,605 | 24,636 | 21,610 | |||||||||
| Copper and others | ||||||||||||
| CSA copper stream (iv) | 408 | 1,350 | 2,930 | 2,679 | ||||||||
| Renard diamond stream (v) | - | 285 | 646 | 1,529 | ||||||||
| Others | 23 | 1,054 | 82 | 1,117 | ||||||||
| 431 | 2,689 | 3,658 | 5,325 | |||||||||
| Total GEOs | 21,735 | 20,005 | 80,775 | 80,740 | ||||||||
(i) The Company received its first payment during the second quarter of 2025. The Namdini mine is currently ramping up production towards full design capacity.
(ii) G Mining Ventures Corp. announced its first gold production on July 9, 2024. Commercial production was declared on September 3, 2024, and the first royalty payment was received in the fourth quarter of 2024.
(iii) On June 24, 2024, Victoria Gold Corp. ("Victoria") announced a slope failure of its heap leach facility at the Eagle Gold mine and operations have since been suspended. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.
(iv) The CSA copper stream was acquired on June 15, 2023, with an effective date of June 15, 2024. The first delivery of copper was received and sold by OR Royalties International (formerly Osisko Bermuda Limited) during the third quarter of 2024. Copper is delivered on the last day of each quarter, and may, in certain situations, be sold in the subsequent quarter.
(v) On October 27, 2023, Stornoway Diamonds (Canada) Inc. ("Stornoway"), the operator of the Renard diamond mine, announced it was suspending operations and placing itself under the protection of the Companies' Creditors Arrangement Act ("CCAA"). In 2024 and 2025, the Renard mine processed and sold a small number of diamonds as part of the care and maintenance plan.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
2025 Actual Results vs Guidance
The following table compares the actual results with the guidance released in February 2025:
| Actual Results | Guidance | ||||||||||||||
| |
GEOs |
Cash Margin |
Low | High | Cash Margin |
||||||||||
| (%) | (GEOs) | (GEOs) | (%) | ||||||||||||
| Royalties and streams | 80,775 | 96.7% | 80,000 | 88,000 | 97.0 | ||||||||||
GEOs earned in 2025 were within the original guidance published in February 2025, despite being negatively affected by the higher gold to silver and gold to copper ratios (when compared to budgeted ratios used for the 2025 guidance).
GEOs earned, year-over-year, were stable in 2025. The stoppage of operations at the Eagle Gold mine in June 2024 (2,857 GEOs were earned from the Eagle Gold mine royalty in 2024) were more than offset by an increase in silver deliveries from the Mantos Blancos mine and an increase from the Tocantinzinho royalty payments, as the mine was ramping up its operations during the year. The Company also received its first payment from its Namdini royalty, where the operator was also ramping up its operations in 2025.
GEOs by Product
 |
 |
Average Metal Prices and Exchange Rate
| Three months ended December 31, | Year ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||
| Realized | Average | Realized | Average | Realized | Average | Realized | Average | |||||||||||||||||
| Gold (i) | $4,122 | $4,135 | $2,656 | $2,663 | $3,425 | $3,432 | $2,361 | $2,386 | ||||||||||||||||
| Silver (ii) | $55 | $55 | $31 | $31 | $41 | $40 | $28 | $28 | ||||||||||||||||
| Copper (iii) | $11,750 | $11,092 | $8,880 | $9,193 | $10,153 | $9,945 | $8,920 | $9,147 | ||||||||||||||||
| Exchange rate (C$/US$) (iv) | n/a | 0.7170 | n/a | 0.7154 | n/a | 0.7157 | n/a | 0.730 | ||||||||||||||||
(i) The average price represents the London Bullion Market Association's PM price in U.S. dollars per ounce.
(ii) The average price represents the London Bullion Market Association's price in U.S. dollars per ounce.
(iii) The average price represents the London Metal Exchange's price in U.S. dollars per tonne.
(iv) Bank of Canada daily rate.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Royalty, Stream and Other Interests Portfolio Overview
As at February 18, 2026, OR Royalties owned a portfolio of 179 royalties, 15 streams and 3 offtakes, as well as 7 royalty options. Currently, the Company has 22 producing assets.
Portfolio by asset stage
| Asset stage | Royalties | Streams | Offtakes | Total number of assets |
||||||||
| Producing | 17 | 5 | - | 22 | ||||||||
| Development | 16 | 9 | 1 | 26 | ||||||||
| Exploration and evaluation | 146 | 1 | 2 | 149 | ||||||||
| 179 | 15 | 3 | 197 |
Producing assets (i)
| Asset | Operator | Interest (ii) | Commodity | Jurisdiction |
| North America | ||||
| Akasaba West (iii) | Agnico Eagle Mines Limited | 2.5% NSR royalty | Au, Cu | Canada |
| Bald Mtn. Alligator Ridge / Duke & Trapper |
Kinross Gold Corporation | 1% / 4% GSR (iv) royalty | Au | USA |
| Bralorne (v) | Talisker Resources Ltd. | 1.7% NSR royalty | Au | Canada |
| Canadian Malartic Complex | Agnico Eagle Mines Limited | 3 - 5% NSR royalty | Au, Ag | Canada |
| Éléonore | Dhilmar Ltd. | 2.2 - 3.5% NSR royalty | Au | Canada |
| Ermitaño | First Majestic Silver Corp. | 2% NSR royalty | Au, Ag | Mexico |
| Gibraltar | Taseko Mines Limited | 100% stream | Ag | Canada |
| Island Gold District | Alamos Gold Inc. | 1.38 - 3% NSR royalty | Au | Canada |
| Lamaque Complex | Eldorado Gold Corporation | 1% NSR royalty | Au | Canada |
| Macassa TH | Agnico Eagle Mines Limited | 1% NSR royalty | Au | Canada |
| Pan | Minera Alamos Inc. | 4% NSR royalty | Au | USA |
| Parral | GoGold Resources Inc. | 2.4% stream | Au, Ag | Mexico |
| Santana | Minera Alamos Inc. | 3% NSR royalty | Au | Mexico |
| Seabee | SSR Mining Inc. | 3% NSR royalty | Au | Canada |
| Outside of North America | ||||
| Brauna | Lipari Mineração Ltda | 1% GRR (vi) | Diamonds | Brazil |
| CSA | Harmony Gold Mining Company Limited | 100% stream 2.25 - 4.875% stream |
Ag Cu |
Australia |
| Dolphin Tungsten | Group 6 Metals Limited | 1.5% GRR | Tungsten (W) | Australia |
| Fruta del Norte | Lundin Gold Inc. | 0.1% NSR royalty | Au | Ecuador |
| Mantos Blancos | Capstone Copper Corp. | 100% stream | Ag | Chile |
| Namdini (vii) | Cardinal Namdini Mining Ltd. | 2% NSR royalty | Au | Ghana |
| Sasa | Central Asia Metals plc | 100% stream | Ag | North Macedonia |
| Tocantinzinho | G Mining Ventures Corp. | 0.75% NSR royalty | Au | Brazil |
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Key exploration/evaluation and development assets
| Asset | Operator | Interest | Commodities | Jurisdiction |
| Altar | Aldebaran Resources Inc. and Sibanye-Stillwater Ltd. | 1% NSR royalty | Cu, Au | Argentina |
| Amulsar | United Gold (private) | 3.34% Au / 49.22% Ag streams | Au, Ag | Armenia |
| Arctic | South32 Limited / Trilogy Metals Inc. | 1% NSR royalty | Cu | USA |
| AntaKori | Regulus Resources Inc. | 0.75% - 1.5% NSR royalty | Cu, Au | Peru |
| Back Forty | Gold Resource Corporation | 18.5% Au / 85% Ag streams | Au, Ag | USA |
| Cariboo | Osisko Development Corp. | 5% NSR royalty | Au | Canada |
| Cascabel | SolGold plc (viii) | 6% stream 0.6% NSR royalty |
Au Cu, Au |
Ecuador |
| Casino | Western Copper & Gold Corporation | 2.75% NSR royalty | Au, Ag, Cu | Canada |
| Copperwood | Highland Copper Company Inc. | 1.5% NSR royalty 0.115% NSR royalty |
Cu Ag |
USA |
| Dalgaranga | Ramelius Resources Limited | 1.44% GRR | Au | Australia |
| Eagle Gold (ix) | Victoria Gold Corp. | 5% NSR royalty | Au | Canada |
| Hammond Reef | Agnico Eagle Mines Limited | 2% NSR royalty | Au | Canada |
| Hermosa (Taylor) | South32 Limited | 1% NSR royalty on sulphide ores | Zn, Pb, Ag | USA |
| Horne 5 | Falco Resources Ltd. | 90% - 100% stream | Ag | Canada |
| Marban | Agnico Eagle Mines Limited | 0.435-2% NSR royalty | Au | Canada |
| Marimaca MOD | Marimaca Copper Corp. | 1% NSR royalty | Cu | Chile |
| Pine Point | Pine Point Mining Limited | 3% NSR royalty | Zn, Pb | Canada |
| Shaakichiuwaanaan | PMET Resources Inc. | 2% NSR royalty | Lithium (Li) | Canada |
| South Railroad | Orla Mining Ltd. | 100% Ag stream | Ag | USA |
| Spring Valley (x) | Solidus Resources LLC | 0.5 - 3.5% NSR royalty | Au | USA |
| Upper Beaver | Agnico Eagle Mines Limited | 2% NSR royalty | Au, Cu | Canada |
| West Kenya | Saturn Resources Ltd. | 2% NSR royalty | Au | Kenya |
| Wharekirauponga (WKP) | OceanaGold Corporation | 2% NSR royalty | Au, Ag | New Zealand |
| White Pine | White Pine Copper LLC | 1.5% NSR royalty 11.5% NSR royalty |
Cu Ag |
USA |
| Windfall | Gold Fields Limited | 2.0 - 3.0% NSR royalty | Au | Canada |
(i) The Renard diamond stream is excluded from producing assets as deliveries received since 2023 are only related to residual production from the care and maintenance plan.
(ii) Excluding tail royalties and streams reduction, when applicable.
(iii) The royalty covers less than half of the planned open-pit mine surface area.
(iv) Gross smelter return ("GSR").
(v) In April 2025, Talisker Resources Ltd. announced that it has begun lateral development on the Alhambra Vein at the Bralorne gold project. The Company received its first royalty payment in April 2025.
(vi) Gross revenue royalty ("GRR").
(vii) During the second quarter of 2025, the Company received its first royalty payment from the Namdini gold mine. In January 2026, the Company acquired an additional 1% NSR royalty on the Namdini mine for a total royalty of 2%.
(viii) On December 24, 2025, SolGold plc announced it had agreed to be acquired by its largest shareholder, Jiangxi Copper Company Limited.
(ix) On June 24, 2024, Victoria announced a slope failure of its heap leach facility at the Eagle Gold mine and operations have since been suspended. On August 14, 2024, PricewaterhouseCoopers Inc., LIT was appointed as receiver and manager of Victoria Gold Corp. by the Ontario Superior Court of Justice. Please refer to the Portfolio of Royalty, Stream and Other Interests section of this MD&A for more details.
(x) A 2.5% to 3.0% NSR royalty is applicable to the core resource area; a separate 0.5% NSR royalty is applicable on the periphery of the property.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Main Producing Assets
Geographical Distribution of Assets
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Royalty, Stream and Other Interests - Main Transactions (2025)
In May 2025, OR Royalties International acquired a silver stream on Orla Mining Ltd.'s South Railroad project in Nevada, United States, from a third-party for $13.0 million. OR Royalties International will be entitled to receive 100% of the silver production from the Dark Star, Pinion and Jasperoid Wash deposits for the life of mine, in exchange for ongoing cash payments for refined silver equal to 15% of the silver spot price at the time of delivery.
In July 2025, OR Royalties International completed the second payment of $10.0 million on the Cascabel gold stream. The remaining deposit of $205.0 million will be paid as follows:
- $10.0 million on achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project; and
- $195.0 million payable pro-rata with drawdowns of the construction facility.
Royalty, Stream and Other Interests - Buy-back and Buy-down Rights
Some royalty, stream and other interests are subject to buy-back and/or buy-down rights held by the operators. The significant buy-back and buy-down rights are described below.
CSA copper stream
OR Royalties International owns separate silver and copper streams on the CSA mine. Specific to the copper stream agreement, OR Royalties International is entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreement, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine.
On the 5th anniversary of the closing date (June 15, 2028), the owner of the mine will have the option to exercise certain buy-down rights by paying a one-time cash payment to OR Royalties International of $20.0 million to $40.0 million. If the option is exercised, OR Royalties International will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine.
Cascabel NSR royalty and gold stream
OR Royalties owns a 0.6% NSR royalty on the Cascabel project, which is subject to a buy-down option. On November 30, 2026, the owner of the Cascabel project may buy-down 1/3 of the NSR royalty in exchange for a one-time cash payment of approximately $35.0 million.
OR Royalties International owns a 6.0% gold stream on contained ounces of gold produced from the Cascabel project until 225,000 ounces of gold have been delivered, and 3.6% thereafter for the remaining life of the mine. On December 24, 2025, SolGold plc, the current owner of the Cascabel project, announced it had agreed to be acquired by its largest shareholder, Jiangxi Copper Company Limited. As a result of the change of control, the gold stream will be subject to a buy-down option once the transaction is completed. Prior to July 15, 2027, the new owner will have a one-time right to repurchase 50% of the gold stream for a one-time payment of gold equal to 50% of the then advanced amount of OR Royalties International's total pre-construction and construction deposits, plus certain adjustments.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Main Producing Assets - Updates
Canadian Malartic Complex Royalty (Agnico Eagle Mines Limited)
The Company holds a 3-5% NSR royalty on the Canadian Malartic mine, which is located in Malartic, Québec and is operated by Agnico Eagle Mines Limited ("Agnico Eagle"). OR Royalties also holds a 5.0% NSR royalty on the East Gouldie and Odyssey South underground deposits, a 3.0% NSR royalty on the Odyssey North underground deposit and a 3.0-5.0% NSR royalty on the East Malartic underground deposit, which are located adjacent to the Canadian Malartic mine. The Canadian Malartic mine and the Odyssey mine now form the Canadian Malartic Complex. In addition, a C$0.40 per tonne milling fee is payable to OR Royalties on ore processed from any property that was not part of the Canadian Malartic property at the time of the sale of the mine in 2014.
Guidance - 2026 and three-year forecast
On February 12, 2026, Agnico Eagle reported production guidance of 575,000 to 605,000 ounces of gold at Canadian Malartic for the year 2026, compared to 642,612 ounces of gold produced in 2025. The company's gold production is forecast to range between 640,000 to 670,000 ounces in 2027 and 720,000 - 750,000 ounces in 2028.
Agnico Eagle continues to advance the transition to underground mining with the construction of the Odyssey mine. Once the Barnat pit at Canadian Malartic is depleted in 2029, annual gold production is expected to be in the range of 550,000 to 600,000 ounces, supported by an underground mining rate of approximately 19,000 tpd from four deposits. At that time, the processing plant is expected to have approximately 40,000 tpd of excess capacity. The Company is advancing three projects to potentially utilize a portion of this excess capacity and position Canadian Malartic to ramp-up toward one million ounces of annual gold production starting in 2033. These projects include (i) a second shaft at Odyssey, (ii) the development of a satellite open pit at Marban and (iii) the development of the Wasamac underground project. Marban and Wasamac are located approximately 12 kilometres and 100 kilometres from the Canadian Malartic mill, respectively. In 2026, Canadian Malartic has planned four-day quarterly shutdowns for regular maintenance at the mill. OR Royalties owns several royalties over Marban that have a blended ~0.9% NSR royalty, and both Marban and Wasamac would be eligible to the C$0.40 toll milling fee for the Canadiam Malartic mill.
Update on operations
On February 12, 2026, Agnico Eagle reported gold production at the Canadian Malartic Complex of 153,433 ounces in the fourth quarter of 2025, compared to 146,485 ounces in the fourth quarter of 2024. For the full year 2025, production reached 642,612 ounces of gold compared to 655,654 ounces of gold in 2024.
Update on Odyssey
Exploration drilling in 2025 continued to expand the mineral reserves and mineral resources at the Odyssey mine, further demonstrating the quality and scale of the East Gouldie and Odyssey deposits. As of December 31, 2025, Mineral Reserves are estimated at 6.0 million ounces of gold (59.7 million tonnes grading 3.14 g/t Au). Measured and Indicated Resources are estimated at 3.4 million ounces of gold (57.8 million tonnes grading 1.85 g/t Au), and Inferred Resources are estimated at 12.7 million ounces of gold (177.7 million tonnes grading 2.21 g/t Au) and is undertaking a technical evaluation expected to be completed at the end of 2026.
The June 2023 technical update incorporated approximately 9.0 million ounces in the mine plan and envisioned a mine life extending to 2042. The significant growth of the mineral reserve and mineral resource base since December 31, 2022 supports the potential for a meaningful extension of the Odyssey mine life and provides a strong foundation for a larger, long-term production profile, with the addition of a new mining front supported by a second shaft. Agnico Eagle believes this positions Odyssey as a multi-decade, world-class asset.
Odyssey Shaft #1
Mine development continued to progress ahead of schedule in the fourth quarter of 2025, delivering record quarterly advancement at Odyssey. The focus remains on preparing East Gouldie for the start of ramp-based production, expected in the first quarter of 2026 (three months earlier than planned). Development of the production levels for the first mining area has been completed, with workings now accessing East Gouldie mineralization, and the main ramp has reached the bottom of the second mining sequence at level 111 (a depth of 1,112 metres). Installation of the paste distribution infrastructure and essential services is nearing completion. Ventilation development also advanced, with raise excavations to level 58 ongoing and construction of the main exhaust fan station underway.
Development of the material-handling infrastructure for the first shaft loading station between levels 102 and 114 continued to advance on schedule, supporting the expected start of shaft-hoisted production from East Gouldie in the second quarter of 2027. Shaft sinking progressed ahead of plan, reaching a depth of 1,466 metres as at December 31, 2025, reaching the top of the planned second loading station. Excavation of the material-handling infrastructure for the second loading station between levels 146 and 150 is now underway and is expected to continue through the third quarter of 2026. Shaft sinking remains on track to complete the first phase in the first quarter of 2027 at a planned depth of 1,600 metres, with the second loading station targeted for commissioning in 2029. A second phase of sinking is expected to resume in 2029 and be completed in 2031, extending the shaft to its final expected depth of 1,870 metres. The third loading station, located between levels 181 and 187, is expected to be completed and commissioned in 2031.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Construction of key surface infrastructure progressed on schedule and on budget. Fabrication of the production hoist is underway in Germany, with delivery expected in the second quarter of 2026. Construction progressed on phase two of the paste plant (designed for a 20,000 tpd capacity) and is expected to be completed in 2027.
Odyssey Shaft #2
Agnico Eagle is advancing a technical evaluation of a potential second shaft at the Odyssey mine, with the preferred shaft location now confirmed near Shaft #1 and close to the centre of gravity of the deposit. Drilling of the geotechnical pilot hole is progressing well, reaching a depth of 831 metres as at December 31, 2025, toward a planned depth of approximately 2,200 metres. The evaluation, which incorporates the year-end 2025 mineral resource update, will assess the potential for developing an 8,000 to 10,000 tpd operation, supported by a second shaft equipped with a friction hoist and dedicated service hoist, a configuration expected to lower operating costs and capital expenditures, accelerate start-up by requiring only one loading station and reduce the surface footprint.
The technical evaluation is expected to be completed at the end of 2026, with permitting studies scheduled to begin in the third quarter of 2026 and potential formal permit submission in early 2027. Approval of an amendment to the existing decree is expected to take approximately one year from submission of the application. Subject to permitting and board approval, construction, shaft sinking and development of the associated underground material-handling and production infrastructure would be expected to take place over a four-year period, positioning the project for potential initial production in 2033.
Marban - Satellite Open Pit
The Company holds a 0.435% - 2% NSR royalty on the Marban Deposit.
As part of Agnico Eagle's "fill-the-mill" strategy at the Canadian Malartic complex, the Marban property, located immediately northeast of the Canadian Malartic property, was acquired in March 2025 as an advanced exploration project that could potentially support an open pit mining operation similar to the Barnat open pit operation at Canadian Malartic.
In the fourth quarter of 2025, Agnico Eagle completed an internal evaluation on Marban, removing previous property-boundary constraints on the pit design, which resulted in the company's initial declaration of estimated probable mineral reserves of 1.58 million ounces of gold (51.6 million tonnes grading 0.95 g/t Au) at December 31, 2025. Additionally, drilling completed in the quarter confirmed and extended the Marban gold deposit onto the company's adjacent Callahan property to the east. The results of the drilling were not included in the 2025 mineral reserves and mineral resource estimates.
The technical evaluation envisions a 14,000 to 16,000 tpd open pit operation producing between 120,000 to 150,000 ounces of gold annually over a 12-year life of mine. In 2026, Agnico Eagle will integrate new drilling into an optimized pit design and assess opportunities to redeploy mobile equipment from the Barnat pit at Canadian Malartic to minimize capital expenditures for the project. The results of this evaluation, expected at the end of 2026, will support the permitting process which is expected to be completed in 2030. Project construction could begin in 2031, with the potential for initial production as early as 2033.
Update on exploration
On February 12, 2026, Agnico Eagle noted that at Odyssey in 2025, exploration drilling totalled 233,754 metres supplemented by an additional 34,672 metres of drilling dedicated to regional exploration around Canadian Malartic. Exploration drilling targeted multiple areas of the Odyssey mine, returning positive results in the eastern extension of the Odyssey South zone, the central, upper eastern, western and deeper areas of the East Gouldie deposit and in the Sheehan zone located west of the shaft.
Underground drilling in the upper eastern extension of the East Gouldie deposit was highlighted by hole UGED-071-029 intersecting 3.5 g/t Au over 19.8 metres at 1,010 metres depth, hole UGED-075-057 intersecting 4.9 g/t Au over 11.9 metres at 929 metres depth and hole UGED-095-004 intersecting 6.8 g/t Au over 9.3 metres at 990 metres depth. The results from this area of the deposit contributed to a large portion of the Mineral Reserves and Inferred Mineral Resources added to East Gouldie at year-end 2025.
Agnico Eagle expects to spend approximately $32.6 million for 190,700 metres of drilling at Canadian Malartic in 2026 with up to 20 drill rigs active at surface and underground to further assess the full potential of the Odyssey mine area and throughout the Canadian Malartic property package. The primary exploration targets remain the lateral extensions of the East Gouldie deposit and the Eclipse zone while at the Odyssey South and North zones infill drilling and the investigation of potential lateral extensions will continue. Studies are ongoing at the East Malartic deposit with the objective of converting mineral resources into mineral reserves as part of the Odyssey underground mine.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
An additional $11 million for 45,000 metres of drilling will be spent in the Marban area for exploration and condemnation drilling around the Marban deposit under potential mining infrastructure, as well as for the purposes of mineral resource conversion and expansion of the Marban deposit.
Update on Mineral Reserve and Resource Estimates
Mineral Reserves and Mineral Resources at the Odyssey mine continued to grow significantly in 2025, further demonstrating the high-quality nature of the East Gouldie and Odyssey deposits. In total, the Odyssey mine hosted 6.0 million ounces of gold in Proven and Probable Mineral Reserves (59.7 million tonnes grading 3.14 g/t Au), 3.4 million ounces of gold in Measured and Indicated Mineral Resources (57.8 million tonnes grading 1.85 g/t Au) and 12.7 million ounces of gold in Inferred Mineral Resources (177.7 million tonnes grading 2.21 g/t Au) at December 31, 2025. These substantial Mineral Reserves and Mineral Resources continue to support the Company's vision for Canadian Malartic to potentially expand production in the future in combination with the development of satellite orebodies in the surrounding area.
At the Odyssey deposit's Odyssey South zone and Odyssey internal zone, positive reconciliation observed in the underground production and improvements to the Mineral Reserve model contributed to mineral reserves replacement at the Odyssey mine reaching 90%. As a result, the Mineral Reserves of the Odyssey deposit totalled 0.3 million ounces of gold (4.8 million tonnes grading 2.12 g/t Au) at December 31, 2025, similar to the previous year.
At the Canadian Malartic mine, the continued positive reconciliation observed in the open pit and improvements to the Mineral Reserve model contributed to the addition of 115,000 ounces of gold to Mineral Reserves in the open pit during 2025. As a result, the Mineral Reserve decreased by approximately 495,000 ounces of gold while the gold production accounted for 610,000 in-situ ounces of gold.
Exploration drilling during 2025 continued to extend the limits of the East Gouldie Inferred Mineral Resource laterally to the west and to the east. As a result, Inferred Mineral Resources at the East Gouldie deposit (including the sub-parallel Eclipse zone) increased by 62% (2.8 million ounces of gold) year over year to 7.4 million ounces of gold (94.3 million tonnes grading 2.43 g/t Au) at December 31, 2025.
Drilling targeting the Eclipse zone in 2025 resulted in the declaration at year-end of initial Inferred Mineral Resources of 0.6 million ounces of gold (6.7 million tonnes grading 2.74 g/t Au) within close proximity to the planned underground infrastructure.
For additional information, please refer to Agnico Eagle's press release dated February 12, 2026 titled "Agnico Eagle Reports Fourth Quarter And Full Year 2025 Results - Record Quarterly And Annual Free Cash Flow; 2025 Production Guidance Achieved; Total 2025 Shareholder Returns Of $1.4 Billion; Dividend Increased By 12.5%; Updated Three-Year Guidance" and Agnico Eagle's press release dated February 12, 2026 titled "Agnico Eagle Provides An Update On 2025 Exploration Results And 2026 Exploration Plans - Year Over Year Mineral Reserves Increase 2% To 55.4 Moz; Indicated Mineral Resources Increase 10% To 47.1 Moz And Inferred Mineral Resources Increase 15% To 41.8 Moz", both filed on www.sedarplus.ca.
Mantos Blancos Stream (Capstone Copper Corp.)
OR Royalties, through OR Royalties International, owns a 100% silver stream on the Mantos Blancos mine, an open-pit mine located in the Antofagasta region of Chile. The Mantos Blancos mine is owned and operated by Capstone Copper Corp. ("Capstone").
Under the stream, OR Royalties International will receive refined silver equal to 100% of the payable silver from the Mantos Blancos mine until 19.3 million ounces have been delivered (7.5 million ounces have been delivered as at December 31, 2025), after which the stream percentage will be reduced to 40%. The purchase price for the silver under the Mantos Blancos stream is 8% of the monthly average silver market price for each ounce of refined silver sold and delivered and/or credited by Capstone to OR Royalties International. OR Royalties International receives deliveries from Mantos Blancos production with a two-month lag.
Guidance - 2026
On February 17, 2026, Capstone reported production guidance of 48,000 to 56,000 tonnes of copper for the year 2026. Copper production at Mantos Blancos is forecast to decrease in 2026 when compared to a strong 2025 due to a one-year period of lower copper grades. Due to mine sequencing, sulphide copper grades are expected to approximate 0.70% in 2026, with higher copper grades expected to approximate 0.85% in 2027. Planned maintenance shutdowns are scheduled during the second quarter (4 days) and the third quarter of 2026 (3 days).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Update on operations
On January 15, 2026, Capstone reported that Mantos Blancos achieved record quarterly copper production of 16,861 tonnes in the fourth quarter, with an average sulphide plant throughput of approximately 21,391 tpd, exceeding design throughput levels for the second quarter in 2025. Total plant throughput averaged approximately 19,981 tpd in 2025, representing a 25% increase over 2024 driven by the successful ramp-up after the debottlenecking initiative. Annual copper production at Mantos Blancos was 61,919 tonnes, surpassing its 2025 production guidance range of 43,000 to 51,000 tonnes from its sulphides business and 6,000 to 8,000 tonnes from its cathode business, following a year of strong operations, and representing a 39% increase over 2024.
Capstone is currently evaluating the next phases of growth for Mantos Blancos, including the potential to increase the concentrator plant throughput to at least 27,000 tpd and increase cathode production from the underutilized SX-EW plant. A Mantos Blancos Phase II study focusing on the sulphide concentrator plant expansion is expected in the first half of 2026. The sulphide concentrator plant expansion is expected to utilize existing unused or underutilized process equipment, plus additional equipment for concentrate filtration, thickening and filtering of tailings.
Update on exploration
On October 30, 2025, Capstone reported that exploration drilling commenced at the Veronica and Nora-Quinta areas within and adjacent to the resource pit area. The program totals approximately 7,900 metres and was expected to be completed before year-end 2025. In parallel, infill drilling was undertaken during the third quarter of 2025, with activities focused on Phases 15 and 16. Sonic drilling over historic stockpiles was also completed early during the third quarter.
In addition, a passive seismic (ambient noise tomography) geophysical survey is underway at Mantos Blancos. Data acquisition has been completed along the pit area and in its immediate surrounding, with data processing and modelling scheduled for the fourth quarter of 2025. The survey aims to improve understanding of the local stratigraphy and may help identify new drill targets at depth or near the current deposit area.
For additional information, please refer to Capstone's press release dated October 30, 2025 titled "Capstone Copper Reports Third Quarter 2025 Results" and Capstone's press release dated January 15, 2026 titled "Capstone Copper Announces Record 2025 Production Results and Provides Update on Mantoverde Labour Negotiations", both filed on www.sedarplus.ca.
CSA Streams (Harmony Gold Mining Company Limited)
In May 2025, MAC Copper Limited ("MAC Copper") announced that it had entered into a binding scheme implementation deed with Harmony, under which it was proposed that Harmony Gold (Australia) Pty Ltd ("Harmony Australia") would acquire 100% of the issued share capital in MAC Copper in exchange for $12.25 cash per MAC Copper share. The Transaction closed in October 2025 and OR Royalties International received proceeds of $49.0 million in exchange for its equity investment, generating a gross profit of $9.0 million or 22% over a period of approximately 2 years.
OR Royalties, through OR Royalties International, holds a silver stream and a copper stream on the CSA copper mine, now operated by Harmony. OR Royalties International will purchase an amount of refined silver equal to 100% of the payable silver produced from CSA for the life of the mine and will make ongoing payments for refined silver delivered equal to 4% of the spot silver price at the time of delivery. OR Royalties International will also be entitled to purchase refined copper equal to 3.0% of payable copper produced from CSA until the 5th anniversary of the closing date (June 15, 2028), then 4.875% of payable copper produced from CSA until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from CSA for the remaining life of the mine. OR Royalties International will make ongoing payments for refined copper delivered equal to 4% of the spot copper price at the time of delivery. On the 5th anniversary of the closing date, Harmony will have the option to exercise certain buy-down rights on the copper stream by paying a one-time cash payment to OR Royalties International of $20.0 million to $40.0 million.
In July 2023, OR Royalties International received its first delivery of silver. The first delivery of copper under the CSA copper stream occurred in the first week of July 2024. As of December 31, 2025, a total of 1,748 tonnes of copper have been delivered to OR Royalties International under the stream agreement.
Guidance and operations
On February 24, 2025, MAC Copper maintained its production guidance for the next two years, which was originally released on July 22, 2024. Copper production was expected to range between 43,000 to 48,000 tonnes in 2025 and 48,000 to 53,000 tonnes in 2026. This two-year production guidance was based primarily on Mineral Reserves, but also on Measured and Indicated Mineral Resources (as at December 31, 2024).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
The CSA copper mine is high grade in general, but a small number of very high-grade stopes (plus 8% copper) comprise an outsized proportion of annual production. The sequencing of these can have a significant impact on month-to-month production and along with typical summer storms and power interruptions, the March quarters are typically the weakest quarter in a year.
On October 24, 2025, Harmony noted that the integration of the CSA mine into the Harmony portfolio would commence. Over the next three months, Harmony embedded the mine into the broader Harmony Group, aligning its operations with its planning and performance frameworks. This process was designed to unlock synergies, enhance operational efficiency, and position CSA to contribute meaningfully to Harmony's long-term value creation. A detailed update on operational performance and key development milestones - including the ventilation project, upper Merrin mine development and exploration activities through December 2025 - is expected to be provided at Harmony's half-year results presentation scheduled for March 11, 2026. On February 3, 2026, Harmony noted that the integration activities at the CSA copper mine were progressing well, with initial activities focusing on integrating the mine into Harmony's systems, processes and culture.
Harmony's planning parameters for financial year 2027 will be embedded into CSA mine to develop its financial year life-of-mine plan, in alignment with the planning approach used across its other operations. The CSA mine life-of-mine plan will be released alongside the financial year 2026 results expected in August 2026.
Update on Mineral Reserve and Resource Estimates
On February 24, 2025, MAC Copper announced an updated 2024 Mineral Resources and Mineral Reserves statement, including an updated life-of-mine of 12 years based on Mineral Reserves only. As at December 31, 2024, Mineral Reserves were estimated at 545,000 tonnes of copper and 6.8 million ounces of silver (15.9 million tonnes grading 3.4% Cu and 13.3 g/t Ag), Measured and Indicated Mineral Resources were estimated at 286,000 tonnes of copper and 3 million ounces of silver (5.6 million tonnes grading 5.1% Cu and 16.7 g/t Ag), and Inferred Mineral Resources were estimated at 178,000 tonnes of copper and 3.9 million ounces of silver (5.4 million tonnes grading 3.3% Cu and 22 g/t Ag). The 2024 Mineral Reserves only extends 70 metres vertically below the current decline position requiring only minimal annual development.
For more information, refer to MAC Copper's press release dated February 24, 2025 titled "MAC Copper Limited Announces 2024 Resource and Reserve Statement and Production Guidance", MAC Copper's press release dated May 27, 2025 titled "MAC Copper Limited Enters Into Binding Scheme Implementation Deed With Harmony", and MAC Copper's press release dated July 29, 2025 titled "MAC Copper Limited Announces June 2025 Quarterly Report", all filed on www.sec.gov/edgar, Harmony's press release dated October 24, 2025 titled "Harmony completes MAC Copper acquisition, securing full ownership of CSA mine and unlocking immediate copper production" and Harmony's press release dated February 3, 2026 titled "Harmony's full year guidance on track; higher gold price boosts cash flows", available on Harmony's website (www.harmony.co.za)
Éléonore Royalty (Dhilmar Ltd.)
OR Royalties owns a sliding scale 1.8% to 3.5% NSR royalty on the Éléonore gold mine ("Éléonore") located in the Province of Québec and operated by Dhilmar Ltd. ("Dhilmar"). Dhilmar acquired Éléonore from Newmont Corporation ("Newmont") in the first quarter of 2025 for a cash consideration of $795 million. OR Royalties currently receives a NSR royalty of 2.2% on production at the Éléonore mine, until 3.0 million ounces of gold have been produced by the mine, at which point the royalty rate will increase to 2.45%. As of December 31, 2025, the mine has produced a cumulative total of 2.9 million ounces of gold.
Update on Reserve and Resource Estimates
On February 20, 2025, Newmont reported Proven and Probable Mineral Reserves at Éléonore comprising 10.1 million tonnes grading 5.05 g/t Au for 1.6 million ounces of gold as at December 31, 2024.
For additional information, please refer to Newmont's press release dated February 20, 2025 titled "Newmont Reports 2024 Mineral Reserves of 134.1 Million Gold Ounces and 13.5 Million Tonnes of Copper", filed on www.sedarplus.ca.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Sasa Stream (Central Asia Metals plc)
OR Royalties, through OR Royalties International, owns a 100% silver stream on the Sasa mine, operated by Central Asia Metals plc ("Central Asia") and located in North Macedonia. The Sasa mine is one of the largest zinc, lead and silver mines in Europe. OR Royalties International's entitlement under the Sasa stream applies to 100% of the payable silver production in exchange for $5 per ounce (plus refining costs) of refined silver delivered, increased for inflation annually from 2017 ($6.665 per ounce in 2026).
Guidance - 2026
Sasa's guidance for 2026 is forecast at 800,000 to 820,000 tonnes of ore mined and processed, and metal-in-concentrate production is estimated to 18,000 to 20,000 tonnes of zinc and 26,000 to 28,000 tonnes of lead.
Update on operations
On January 8, 2026, Central Asia reported sales of 94,655 ounces of silver to OR Royalties International in the fourth quarter of 2025, bringing the total for 2025 to 380,433 ounces. Sasa recorded increases in tonnes mined and milled during the fourth quarter of 2025, with both parameters exceeding the 820,000 tonnes per annum level on an annualized basis.
The Dry Stack Tailings Plant (the "DST Plant") continued to operate consistently in the fourth quarter of 2025, and by the end of December had produced over 260,000 tonnes of dry tailings. Since the DST Plant became operational at the end of the first quarter of 2025, tailings stored as dry tailings or underground as paste backfill represent approximately 75% of the total generated. This exceeds Central Asia's 2026 target of 70% of Sasa's tailings to be stored using these two more environmentally responsible methods.
Efforts are being made to improve near-term mine planning, as in addition to becoming typically narrower as mining has progressed, the orebody is also proving more variable. These include increasing the intensity of sampling of the working faces and additional external training of key personnel involved in orebody modelling. In addition, work is under way to improve management's knowledge of the orebody at depth, with a view to long-term mine planning.
For more information on the Sasa mine, refer to Central Asia's press release dated January 8, 2026, titled "2025 Operations Update", available on their website at www.centralasiametals.com.
Island Gold District Royalty (Alamos Gold Inc.)
OR Royalties owns NSR royalties ranging from 1.38% to 3.00% on the Island Gold mine property (nearly all current Island Gold Mineral Reserves and Resources are covered by the royalties), which is now included in the Island Gold District (regrouping the Island Gold and Magino properties), operated by Alamos Gold Inc. ("Alamos") and located in Ontario, Canada. OR Royalties also owns a 3% NSR over a small fraction at the eastern limit of the Magino open pit mine.
On February 3, 2026, Alamos reported that at Island Gold, the total effective NSR royalty averages approximately 2.6% over the life of mine, based on ounces produced, with approximately 90% of this royalty paid in-kind (the latest representing the royalty held by the Company). This implies that the royalties owned by OR Royalties over the Island Gold underground mine have a weighted average of 2.34% NSR royalty coverage over the new life of mine.
Guidance - 2026-2028
On February 4, 2026, Alamos released its three-year guidance. Gold production at the Island Gold District is expected to range between 290,000 and 330,000 ounces in 2026, down 9% from the previous guidance of 330,000 to 355,000 ounces, reflecting decreased milling rates from the Magino mill and a slightly slower ramp-up of underground mining rates at Island Gold to 2,400 tpd. With the shaft expected to be operational towards the end of 2026, mining rates are now expected to ramp-up to planned rates of 2,400 tpd early in 2027, compared to the fourth quarter of 2026 previously.
Gold production for the Island Gold District in 2027 increased to 380,000 - 420,000 ounces, from 375,000 - 400,000 ounces under the previous guidance. A first gold production guidance was also released for 2028 of 470,000 - 510,000 ounces. The guidance data has not been provided separately for the Island Gold and the Magino mines.
Update on operations
On January 14, 2026, Alamos reported production at the Island Gold District of 60,000 ounces of gold in the fourth quarter of 2025, an 8% increase from the prior year comparative period. The results of the fourth quarter were down from the third quarter and below plan due to lower underground grades and mining rates, as well as reduced mill throughput. For the full year, the Island Gold District produced 250,400 ounces, slightly below the low-end of the revised annual guidance.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
At the Island Gold mine, underground mining rates averaged 1,157 tpd in the fourth quarter, below full year guidance and down from the third quarter reflecting additional rehabilitation work related to the seismic event in October, as well as downtime in late December due to severe winter weather. Severe snowstorms and subsequent road closures prevented delivery of supplies, and access to site by personnel and emergency services. This required a standdown of underground mining operations for a total of three days.
The majority of the underground rehabilitation work was completed during the quarter but was more extensive than originally anticipated, which impacted mining rates in the quarter. With substantial progress made through the end of November, underground mining rates improved to average 1,220 tpd for the month of December. Excluding the impact of the three days of weather-related downtime near the end of the quarter, mining rates would have averaged approximately 1,350 tpd in December. Completion of the rehabilitation positions the operation to meet the ramp up of mining rates through 2026 as part of the completion of the P3+ Expansion in the latter part of the year.
Underground grades mined averaged 10.61 g/t Au for the quarter and 11.44 g/t Au for the year, both in line with guidance. Milling rates were consistent with mining rates and recoveries of 98% were consistent with guidance.
Update on Island Gold District Expansion
In 2022, Alamos announced the Phase 3+ Expansion at Island Gold to 2,400 tpd from the current rate of 1,200 tpd, which included various infrastructure investments. These included the installation of a shaft, paste plant, as well as accelerated development to support the higher mining rates. Following the completion of the expansion in 2026, the operation was expected to transition from trucking ore and waste up the ramp to skipping ore and waste to surface through the new shaft infrastructure, driving production higher and costs significantly lower.
On June 23, 2025, Alamos announced the Base Case Life of Mine Plan ("Base Case LOM Plan") with the total growth capital estimate for the Phase 3+ Expansion revised to $835 million. This represented a 10% increase from the original growth capital estimate prepared in 2022. As at September 30, 2025, 84% of the total growth capital has been spent and committed on the Phase 3+ Expansion.
On February 3, 2026, Alamos reported the results of the Expansion Study ("IGD Expansion") completed on the Island Gold District operation. Compared to the Base Case LOM Plan, the IGD Expansion incorporates a 30% increase in Mineral Reserves, and an expansion of the Magino mill to 20,000 tpd supporting increased processing rates of 3,000 tpd of high-grade underground ore from Island Gold, and 17,000 tpd from the open pit at Magino. This is expected to drive production higher and create one of the largest, longest life, and most profitable gold operations in Canada. The IGD Expansion study highlighted increased gold production for an average annual production of 534,000 ounces over 10 years post expansion (2028+), a 27% increase from the Base Case LOM, and 113% increase from 2025. The average annual production is expected to reach 490,000 ounces of gold over 15 years during which both the open pit and underground are operating (based on Mineral Reserves only). The IGD Expansion is expected to be completed in 2028. The Phase 3+ Expansion remains on track for completion late in 2026, with the shaft and paste plant infrastructure designed to support higher underground mining rates of 3,000 tpd. Construction of the larger mill is well underway and sized for 20,000 tpd such that key components of the IGD Expansion are largely de-risked, as per Alamos management.
The Island Gold mill will continue operating in 2026 and 2027 and will be dedicated to processing approximately 1,265 tpd of higher-grade underground ore until the expected completion of the mill expansion in the first quarter of 2028. The remaining underground ore mined will be blended at increasing rates with open pit ore, and processed within the Magino mill. Following the completion of the IGD Expansion in 2028, the Island Gold mill will be shut down and all underground ore from Island Gold and open pit ore from Magino will be processed through the larger, centralized and more cost-effective Magino mill. Underground mining rates at Island Gold are expected to ramp up through 2026 from 1,400 tpd to 2,000 tpd by the end of the year. Following the expected completion of the Phase 3+ Expansion in the fourth quarter of 2026, underground mining will transition from trucking ore and waste to skipping ore and waste to surface through the new shaft infrastructure. This is expected to drive an increase in underground mining rates to 2,400 tpd in 2027. As part of the IGD Expansion, a further increase in underground mining rates to 3,000 tpd is expected by 2029, with the shaft and related infrastructure designed to support the higher mining rates. This will be processed through the expanded 20,000 tpd Magino mill with the remaining 17,000 tpd coming from the open pit at Magino. The new projected annual gold production contributions from the Island Gold mine is shown as the orange bars in the histogram below (provided in the February 3, 2026 press release).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Update on Reserve and Resource Estimates
On February 3, 2026, Alamos reported Proven and Probable Mineral Reserve of 15.1 million ounces of gold at Island Gold underground (15.1 million tonnes grading 10.61 g/t Au), representing a 25% increase from the 4.1 million ounces contained in the June 2025 update (11.8 million tonnes grading 10.85 g/t Au). The increase was driven by a successful delineation drilling program with the focus on converting a large portion of Mineral Resource base into Mineral Reserves. Measured and Indicated Mineral Resources decreased by 44% compared to the June 2025 update at Island Gold, to 0.6 million ounces of gold (2.1 million tonnes grading 8.77 g/t Au), as a result of the conversion to Mineral Reserves. Inferred Mineral Resources also decreased by 45% to 1.4 million ounces (16.9 million tonnes grading 2.57 g/t Au), also as a result of the conversion program.
Update on exploration
On February 2, 2026, Alamos reported new results from underground and surface drilling at Island Gold. Exploration drilling continues to extend high-grade gold mineralization across the Island Gold deposit, as well as within several hanging wall and footwall structures, and delineation drilling continues to support the conversion of high-grade Mineral Resources to high-grade Mineral Reserves. Based on the exploration ongoing success, and with the deposit open laterally and at depth, management expects the main Island Gold deposit to continue to grow well into the future.
A total of $24 million was spent on exploration at the Island Gold District in 2025, up from $20 million spent in 2024. Following up on a successful 2024 program, a total of 46,889 metres of underground drilling was completed in 180 holes in 2025 with a focus on defining new Mineral Reserves and Resources in proximity to existing production horizons and infrastructure. Additionally, 14,609 metres of surface exploration drilling was completed in 15 holes targeting the area between the Island Gold and Magino deposits, as well as the down-plunge extension of the Island Gold deposit, below a depth of 1,500 metres. A primary focus of the 2025 drill program was the conversion of a portion of the large Mineral Resource base to Mineral Reserves to be included in the Island Gold District Expansion Study. As part of that focus, a total of 33,964 metres of underground delineation drilling was completed in 117 holes, and 12,269 metres of surface delineation drilling was completed in 12 holes.
For more information, refer to Alamos' press release dated June 23, 2025 titled "Alamos Gold Announces Island Gold District Base Case Life of Mine Plan Outlining One of the Largest and Lowest-Cost Gold Mines in Canada with Significant Upside", Alamos' press release dated January 14, 2026 titled "Alamos Gold Reports Fourth Quarter and Annual 2025 Production", Alamos' press release dated February 2, 2026 titled "Alamos Gold Extends High-Grade Mineralization Across the Island Gold Deposit and Nearby Regional Targets Including Best Hole Ever at Cline-Pick, Intersecting 178 g/t Gold over 3.5 Metres", Alamos' press release dated February 3, 2026 titled "Alamos Gold Announces Island Gold District Expansion to 20,000 TPD, Creating One of Canada's Largest and Lowest Cost Gold Mines with Attractive Economics, including 69% After-Tax IRR and $12.2 Billion NPV at $4,500/oz Gold", and Alamos' press release dated February 4, 2026 titled "Alamos Gold Provides Three-Year Operating Guidance Outlining 46% Production Growth by 2028 at Significantly Lower Costs", all filed on www.sedarplus.ca.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Seabee Royalty (SSR Mining Inc.)
OR Royalties holds a 3% NSR royalty on the Seabee gold operations operated by SSR Mining Inc. ("SSR Mining") and located in Saskatchewan, Canada.
Guidance - 2026
On February 17, 2026, SSR Mining reported 2026 annual guidance for the Seabee mine of 60,000 to 70,000 ounces of gold. In 2026, production from Seabee is expected to be strongest in the fourth quarter due to higher grades. Over the course of the year, processed grades at Seabee are expected to average approximately 5.0 g/t Au, while process plant throughputs are expected to average approximately 1,200 tpd, inclusive of planned maintenance downtime in the second quarter.
Update on operations
On February 17, 2026, SSR Mining reported gold production at the Seabee mine of 8,869 ounces in the fourth quarter of 2025, compared to 27,811 ounces in the fourth quarter of 2024. Production for the year 2025 amounted to 54,986 ounces of gold, compared to 78,545 ounces of gold in 2024. Production from Seabee in 2025 reflected the temporary suspension of operations in the second quarter due to the impacts of regional forest fires, as well as the previously guided effort to prioritize underground mine development in the second half of the year.
Update on exploration
On February 17, 2026, SSR Mining announced that growth expenditures at Seabee are expected to total $15.0 million in 2026 as it advances near-mine drilling exploration and resource development activity at Santoy and progresses engineering at Porky ahead of potential development in 2027.
Update on Mineral Reserve and Resource Estimates
On February 17, 2026, SSR Mining reported updated Mineral Reserves estimates at Seabee as of December 31, 2025. Proven and Probable contained gold ounces increased by 192,000 ounces, or 64%. Factors contributing to the change include: (i) re-interpretation of the mineralized envelopes using the most updated drill hole information, (ii) change to optimization parameters in terms of cost changes and cut-off grade, (iii) inclusion of Porky West in Mineral Reserves, and (iv) depletion. An initial Mineral Reserve of 203,000 ounces of gold was declared at Porky in 2025 with the potential to represent a new underground mining front to further complement and extend the existing Seabee mine life. These ounces are within the Probable Reserves of 3.052 million tonnes of 4.55 g/t Au for 447,000 ounces of gold and Proven Reserves of 0.332 million tonnes of 5.33 g/t Au for 57,000 ounces of gold. Measured and Indicated Resources include 1.402 million tonnes of 3.58 g/t Au for 162,000 ounces of gold and Inferred Resources include 1.605 million tonnes of 3.94 g/t Au for 203,000 ounces of gold.
For more information, refer SSR Mining's press release dated February 17, 2026 titled "SSR Mining Reports Full-Year 2025 Results and 2026 Operating Guidance", filed on www.sedarplus.ca, as well as SSR Mining's Forms 10-K filed on EDGAR at www.sec.gov.
Ermitaño Royalty (First Majestic Silver Corp.)
OR Royalties holds a 2% NSR royalty on the Ermitaño underground gold and silver mine ("Ermitaño") operated by First Majestic Silver Corp. ("First Majestic") and located in Sonora State, Mexico.
Guidance - 2026
On January 15, 2026, First Majestic reported its annual guidance for Santa Elena of 1.3 million to 1.5 million ounces of silver and 64,000 to 71,000 ounces of gold. This production should be mostly from ore covered by the royalty held by OR Royalties on Ermitaño.
One of First Majestic's key initiatives for 2026 is the expansion of the Santa Elena processing plant, increasing capacity from 3,200 tpd to 3,500 tpd.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Update on operations
On January 15, 2026, First Majestic announced production of 358,185 ounces of silver and 25,083 ounces of gold in the fourth quarter of 2025 at Santa Elena. Silver production was down 6% while gold production was down 15% year-over-year primarily due to lower grade silver and gold ore from the lower levels of the Ermitaño mine, as expected under the 2025 mining plan.
The mill processed a quarterly record of 283,721 tonnes of ore, 4% higher than the same period last year, with average silver and gold head grades of 62 g/t and 2.91 g/t, respectively. Average silver ore grades decreased 7%, while gold ore grades declined 11% for the quarter, in line with the mine plan.
Silver and gold recoveries during the quarter averaged 64% and 95%, respectively, compared to 69% and 96% in the same period last year. Lower recoveries were anticipated and are a direct correlation to lower feed grades.
Update on exploration
On July 30, 2024, First Majestic announced the discovery of a significant new, vein-hosted gold and silver mineralized system at its Santa Elena property. This new high-grade discovery, the Navidad vein system ("Navidad"), was made at depth adjacent to the company's producing Ermitaño mine and is within OR Royalties' royalty boundaries. This is the most promising discovery at the Santa Elena property since Ermitaño was discovered in 2016.
During the fourth quarter of 2025, six drill rigs, consisting of three surface rigs and three underground rigs, completed 10,846 metres of drilling on the Santa Elena property. Drilling focused on testing extensions of the newly discovered Santo Niño and Navidad resources, and the conversion of Inferred Mineral Resources to Indicated Mineral Resources at Ermitaño-Luna.
At Santa Elena, approximately 78,000 metres of drilling is planned in 2026. Drilling at Santa Elena will focus on converting Inferred to Indicated Resources at the Santo Niño Discovery (not covered by the royalty held by OR Royalties), continuing to drill test extensions of Navidad (covered by the royalty held by OR Royalties) and testing several greenfield targets within a 10-kilometre radius around the processing plant where a new geologic understanding of district geology has highlighted the presence of large areas with exploration upside.
Update on Mineral Reserve and Resource Estimates
On March 31, 2025, First Majestic released updated 2024 Mineral Reserve and Mineral Resource estimates for the Ermitaño underground mine. Ermitaño's Proven Mineral Reserve is estimated at 2.2 million ounces of silver and 93,000 ounces of gold (797,000 tonnes grading 85 g/t Ag and 3.65 g/t Au) and Probable Mineral Reserve is estimated at 2.5 million ounces of silver and 105,000 ounces of gold (2.0 million tonnes grading 38 g/t Ag and 1.61 g/t Au).
The Navidad discovery at Santa Elena added 2.3 million tonnes of Inferred Mineral Resources containing 5.9 million ounces of silver and 249,000 ounces of gold with metal grades of 81 g/t Ag and 3.42 g/t Au, respectively. To date, only a portion of the newly delineated vein system has been classified within the resource estimate, with significant upside potential to be realized through additional drilling.
For more information, refer to First Majestic's press release dated July 30, 2024 titled "First Majestic Announces New High-Grade Gold and Silver Discovery at Santa Elena", First Majestic's press release dated March 31, 2025 titled "First Majestic Announces 2024 Mineral Reserve and Mineral Resource Estimates" and First Majestic's press release dated January 15, 2026 titled "First Majestic Reports 2025 Production and 2026 Outlook; Increases Dividend", all filed on www.sedarplus.ca.
Gibraltar Stream (Taseko Mines Limited)
OR Royalties owns a silver stream referenced to 100% of Gibraltar copper mine's production, operated by Taseko Mines Limited ("Taseko") and located in British Columbia, Canada, until a total of 6.8 million ounces of silver has been delivered, after which the refined silver to be delivered will be reduced to 35% of the payable silver produced. There is no cash transfer price payable by OR Royalties at the time of delivery for the silver ounces delivered. As of December 31, 2025, a total of 1.6 million ounces of silver have been delivered under the stream agreement.
Guidance - 2026
As of the date of this MD&A, Taseko has not yet released its 2026 production guidance.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Update on operations
On January 13, 2026, Taseko reported copper and molybdenum production for the 2025 year of 98 million pounds and 1.9 million pounds, respectively. Fourth quarter copper production was 31 million pounds of copper, a significant increase over the previous quarters of 2025. Production in the fourth quarter was impacted by unanticipated mill downtime, due to unscheduled maintenance activities and a serious accident which resulted in a temporary site wide shut down in November. Gibraltar production in the second half of the year was a notable improvement over the first half of the year with higher grades and better-quality ore. Looking ahead to 2026, Taseko management expects more consistent quarterly production, now that the company is better situated in the Connector pit, and higher overall copper production.
For more information, refer to Taseko's press release dated January 13, 2026 titled "Taseko Provides Update on Florence Copper Ramp-up and Gibraltar 2025 Production Results", filed on www.sedarplus.ca.
Lamaque Complex Royalty (Eldorado Gold Corporation)
OR Royalties owns a 1% NSR royalty on the producing Triangle deposit as well as the prospective Ormaque, Plug #4, and Parallel deposits of the Lamaque Complex. The Lamaque Complex, which includes the Triangle mine (upper and lower zones), the Ormaque mine, the Parallel deposit, the Plug #4 deposit, and the Sigma Mill, is operated by Eldorado Gold Corporation ("Eldorado") and is located in Québec, Canada. OR Royalties also holds a 2.5% NSR royalty on the Bourlamaque property.
Guidance - 2026
As of the date of this MD&A, Eldorado has not yet released its 2026 production guidance.
Update on operations
On January 20, 2026, Eldorado announced production at the Lamaque Complex of 49,307 ounces of gold, for a total of 187,208 ounces of gold in 2025. During the fourth quarter, production increased slightly over the third quarter, driven by higher ore grade and mill throughput. Production during the year benefited from the higher grade Ormaque bulk sample, record mill throughput and continued operational excellence.
Update on Mineral Reserve and Resource Estimates
On November 26, 2025, Eldorado released its updated Mineral Reserves and Mineral Resources as of September 30, 2025. Proven and Probable Mineral Reserves included 1.285 million tonnes of 5.78 g/t Au and 5.588 million tonnes of 7.53 g/t Au, respectively, for a total of 1.591 million ounces of gold. Measured and Indicated Resources included 2.185 million tonnes of 6.73 g/t Au and 8.605 million tonnes of 7.97 g/t Au, respectively, for a total of 2.677 million ounces of gold. Inferred Resources included 8.087 million tonnes of 7.69 g/t Au for 2.0 million ounces. The updated technical report outlines a Reserve Case with an 8-year mine life.
Mineral Reserves increased 25% at Lamaque, driven by conversion at Ormaque and Triangle, in addition to declaring initial Mineral Reserves at Plug #4. The increase in total Measured and Indicated Mineral Resources was primarily driven by conversion from Inferred Mineral Resources.
Update on exploration
On January 26, 2026, Eldorado announced the discovery of four new high-grade zones at the Lamaque Complex and the commencement of studies aimed at unlocking a potential expansion. Recent results confirmed high-grade mineralization across multiple deposits on the property, with Ormaque adding flexibility near existing infrastructure. These results, along with emerging targets on the wider Bourlamaque property highlight a compelling opportunity for low-risk, capital efficient organic growth and mine life extension. As a result of recent exploration success and the potential for additional resources in close proximity to the Sigma mill, Eldorado has commenced studies to expand throughput from its current capacity of approximately 2,500 tpd towards its fully permitted capacity of 5,000 tpd.
For more information, refer to Eldorado's press release dated November 26, 2025 titled "Eldorado Gold Releases Updated Mineral Reserve and Mineral Resource Statement; Offsetting Depletion and Increasing Mineral Reserves at Key Operations", Eldorado's press release dated January 20, 2026 titled "Eldorado Gold Achieves Higher-End of 2025 Production Guidance; Appoints Dr. Sally Eyre to the Board of Directors; Details 2026 Reporting Schedule and Provides Q4 2025 Conference Call Details", and Eldorado's press release dated January 26, 2026 titled "Eldorado Announces Strong Exploration Results of Multiple New High-Grade Zones in Canada and Greece and Increases 2026 Exploration Investment, Reinforcing Confidence in Discovery Strategy", all filed on www.sedarplus.ca.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Eagle Gold Royalty - Update
OR Royalties owns a 5% NSR royalty on the Dublin Gulch property, situated in central Yukon Territory, Canada, which hosts the Eagle Gold mine ("Eagle Gold"), on all metals until 97,500 ounces of gold have been delivered to OR Royalties and a 3% NSR royalty thereafter. As of December 31, 2024, a total of 32,667 ounces of gold have been delivered under the royalty agreement.
Heap leach facility failure
On June 24, 2024, Victoria announced that the heap leach facility at the Eagle Gold mine experienced a failure. Operations were suspended while the site operations team, along with management and the Yukon government officials continued to assess the situation and gathered information. Victoria confirmed that there had been some damage to infrastructure and a portion of the failure had left containment. Subsequently, on July 4, 2024, Victoria advised that it had received notices of default from its lenders under the credit agreement dated December 18, 2020. A default under the Eagle Royalty Agreement dated April 13, 2018 was also triggered and, consequently, OR Royalties provided a notice of default to Victoria on July 4, 2024. On July 12, 2024 and July 30, 2024, Victoria reported that there can be no assurance that the company will have the financial resources necessary to repair the damage to the equipment and facilities, to remediate the impacts caused by the incident or to restart production.
On August 14, 2024, the Ontario Superior Court of Justice appointed PricewaterhouseCoopers Inc. as receiver and manager (the "Receiver"), at the direction of the Yukon Government and under the supervision of the court, of all assets, undertakings and properties of Victoria, which properties include but is not limited to the Eagle Gold mine. A copy of the appointment order (the "Appointment Order") is available on the receivership website provided below.
An independent review board ("IRB") was created to identify the causes of the failure by performing an independent review of the design, construction, operation, maintenance and monitoring of the heap leach facility. The IRB released its report on July 2, 2025, which concluded that the cause of failure was the accumulation of a series of adverse conditions and events, starting with a local failure in the oversteepened area of the south slope. The report also includes recommendations for improved practices by industry and the regulators to help reduce the likelihood of a reoccurrence of similar events. For more information, please refer to the receivership website for the full report: https://www.pwc.com/ca/en/services/insolvency-assignments/victoriagold/independent-review-board-report.html.
On January 5, 2026, the credit agreement between the Government of Yukon and the Receiver was extended to April 1, 2026. As part of the receivership, BMO Nesbitt Burns Inc. has been appointed as the Receiver's financial advisor to assist in the development and implementation of a sale process for the Eagle Gold mine. The sale process remains ongoing with Phase 2 participants continuing their review during the latter half of 2025. More information is available on the receiver's website at https://www.pwc.com/ca/en/services/insolvency-assignments/victoriagold/sale-process.html.
For additional information, please refer to Victoria's press release dated June 24, 2024 titled "Victoria Gold: Eagle Gold Mine Heap Leach Pad Incident", Victoria's press release dated July 4, 2024 titled "Victoria Gold Provides Update on Eagle Gold Mine Incident", Victoria's press release dated July 12, 2024, titled "Victoria Gold: Update on Eagle Gold Mine" and Victoria's press release dated July 30, 2024, titled "Victoria Gold: Update on HLF Incident Management", all filed on www.sedarplus.ca, and refer to the receivership website: www.pwc.com/ca/victoriagold.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Equity Investments
The Company's assets include a portfolio of shares, mainly of publicly traded companies involved in the mining industry. In certain instances, OR Royalties may invest in equity of companies concurrently with the acquisition of royalty, stream or other similar interests or with the objective of improving its ability to acquire future royalties, streams or similar interests. Certain investment positions may be considered as associates under IFRS Accounting Standards as a result of the ownership held, nomination rights to the investee's board of directors and/or other facts and circumstances.
OR Royalties may, from time to time, and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.
In 2025, OR Royalties acquired equity investments for $11.0 million and sold equity investments for $49.8 million, including proceeds of $49.0 million received by OR Royalties International from Harmony upon closing of Harmony's transaction to acquire MAC Copper Ltd. (4,000,000 shares at $12.25 per share).
Fair value of marketable securities
As at December 31, 2025, the Company had investments in marketable securities (excluding notes and warrants) having a carrying value4 and a fair value5 of $162.8 million.
Osisko Development Corp.
Until August 2025, the Company's principal investment in associates was Osisko Development Corp. ("Osisko Development"). Osisko Development is a Canadian gold mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America. The main projects held by Osisko Development are the Cariboo gold project ("Cariboo") in British Columbia, Canada and the Tintic property ("Tintic") in Utah, United States. OR Royalties owns a 5% NSR royalty on Cariboo and OR Royalties International owns a 2.5% metals stream on Tintic.
The Cariboo gold project has Probable Mineral Reserves of 2.03 million ounces of gold (16.7 million tonnes grading 3.78 g/t Au), Measured and Indicated Mineral Resources of 1.57 million ounces of gold (14.7 million tonnes grading 3.33 g/t Au) and Inferred Mineral Resources of 1.71 million ounces of gold (15.5 million tonnes grading 3.44 g/t Au).
On December 12, 2024, Osisko Development announced the granting of the Environmental Management Act permits for Cariboo. Together with the BC Mines Act permits secured on November 20, 2024, these approvals marked the successful completion of the permitting process for key approvals, solidifying Cariboo's shovel-ready status.
On April 28, 2025, Osisko Development released a NI 43-101 compliant optimized feasibility study ("2025 FS"), which outlined average annual gold production of approximately 190,000 ounces over a 10-year mine life, with an after-tax net present value of C$943 million at a 5% discount rate and an unlevered after-tax internal rate of return of 22.1% at $2,400 per ounce of gold. Using a spot gold price of $3,300 per ounce of gold, the after-tax net present value at a 5% discount rate increases to C$2.1 billion with an unlevered after-tax internal rate of return of 38.0%.
In August 2025, Osisko Development closed a private placement of $203 million and issued 99,065,330 units, consisting of one common share and one-half of one common share purchase warrant. OR Royalties did not participate in this financing. Consequently, its ownership percentage was reduced from 24.15% to 13.97%, which also impacted its nomination rights to the board of directors of Osisko Development. As a result of these changes, among other things, the Company has considered that it has lost its significant influence over Osisko Development for accounting purposes and that it was therefore no longer considered an associate. In August 2025, the retained interest in Osisko Development was revalued at its fair value, which generated a gain on deemed disposal of an associate of $54.4 million, and accumulated other comprehensive loss of $1.1 million was reclassified to the statement of income. The retained interest in Osisko Development has been designated as an equity investment at fair value through other comprehensive income or loss on initial recognition without subsequent reclassification to net income or loss.
As at December 31, 2025, the Company held 33,333,366 common shares (having a fair value of $113.1 million) representing a 13.1% interest in Osisko Development (24.4% as at December 31, 2024). The decrease in the percentage of ownership is due to private financings that were completed by Osisko Development in 2025, in which the Company did not participate.
For more information, please refer to Osisko Development's press releases and other public documents available on www.sedarplus.ca and on their website (www.osiskodev.com).
4 The carrying value corresponds to the amount recorded on the consolidated balance sheet, which is the equity method for investments in associates and the fair value for other investments, as per IAS 28 Investment in Associates and Joint Ventures and IFRS 9 Financial Instruments.
5 The fair value corresponds to the quoted price of the investments in a recognized stock exchange as at December 31, 2025.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
MAC Copper Limited
OR Royalties International owned 4.0 million common shares of MAC Copper. In May 2025, MAC Copper announced that it had entered into a binding scheme implementation deed (the "Transaction") with Harmony and Harmony Australia, a wholly-owned subsidiary of Harmony, under which it was proposed that Harmony Australia would acquire 100% of the issued share capital in MAC Copper in exchange for $12.25 cash per MAC Copper share. The Transaction was closed in October 2025 and OR Royalties International received proceeds of $49.0 million in exchange for its 4.0 million shares of MAC Copper.
Sustainability Activities
As a capital provider, OR Royalties does not have direct control over the operation or sustainability activities of its mining partners operations. However, the Company recognizes that by supporting responsible operators, it can promote sustainable development through its investments.
In the second quarter of 2025, OR Royalties released the fifth edition of its sustainability report, Growing Responsibly, highlighting the Company's Environmental, Social and Governance ("ESG") initiatives and key performance metrics for 2024.
The following are select report highlights:
Environmental Stewardship:
- Implementation of a 2024-2027 climate strategy
- Completion of the inaugural disclosure to CDP climate change survey
- Purchase and retirement of carbon credits to offset Scope 2 and Scope 3 emissions related to employee travel and commuting
Supporting our Employees and Communities:
- Contribution of over $0.6 million towards community investments
- Introduction of an internal donation matching policy
- Receipt of the Great Place to Work® certification
- Enhancement of employee feedback and engagement mechanisms
Excellence in Governance and Oversight:
- Achievement of the 40% target for female representation on the Company's Board of Directors
- Formal inclusion of ESG related considerations into advanced staged due diligence
- Refresh of OR Royalties' materiality assessment to reflect evolving disclosure standards
- Maintaining leading positions with ESG rating agencies
For a detailed review of OR Royalties' 2024 sustainability initiatives, refer to the fifth edition of OR Royalties' sustainability report, Growing Responsibly, published on April 17, 2025, and available on the Company's website (www.ORroyalties.com).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Dividends and Normal Course Issuer Bid
The following table provides details on the dividends declared by the Company for the years ended December 31, 2025 and 2024:
| Declaration date |
Dividend per share |
Record date |
Payment date |
Dividends declared |
|||||||||
| $ | $ | ||||||||||||
| February 19, 2025 (i) | $ | 0.046 | March 31, 2025 | April 15, 2025 | 8,475,000 | ||||||||
| May 7, 2025 | $ | 0.055 | June 30, 2025 | July 15, 2025 | 10,201,000 | ||||||||
| August 5, 2025 | $ | 0.055 | September 30, 2025 | October 15, 2025 | 10,492,000 | ||||||||
| November 5, 2025 | $ | 0.055 | December 31, 2025 | January 15, 2026 | 10,116,000 | ||||||||
| $ | 0.211 | 39,284,000 | |||||||||||
| February 20, 2024 | C$0.060 | March 28, 2024 | April 15, 2024 | 8,271,000 | |||||||||
| May 8, 2024 | C$0.065 | June 28, 2024 | July 15, 2024 | 8,843,000 | |||||||||
| August 6, 2024 | C$0.065 | September 30, 2024 | October 15, 2024 | 8,878,000 | |||||||||
| November 6, 2024 | C$0.065 | December 31, 2024 | January 15, 2025 | 8,673,000 | |||||||||
| Year 2024 | C$0.255 | 34,665,000 |
(i) Prior to May 2025, the dividends were declared in Canadian dollars. From May 2025, the quarterly dividend is declared in United States dollars. On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 to shareholders of record as of the close of business on March 31, 2025. Based on the foreign currency rate (C$/US$) on the declaration date, the corresponding dividend per share in U.S. dollars was $0.046.
Dividend Reinvestment Plan
The Company offers a dividend reinvestment plan ("DRIP") that allows Canadian and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Company's sole election.
As a result of the shareholder-approved corporate name change in May of this year, a new CUSIP number was assigned to the Company. Consequently, non-registered beneficial shareholders may have to re-register to continue to participate in the DRIP, and should contact their financial advisor, broker, investment dealer, bank or other financial institution that holds their common shares to inquire about the implication of the CUSIP number change and any actions that may required to continue to participate in the DRIP.
As at December 31, 2025, the holders of 13.3 million common shares had elected to participate in the DRIP, representing dividends payable of $0.7 million. During the year ended December 31, 2025, the Company issued 128,684 common shares under the DRIP, at a discount rate of 3% (205,741 common shares in 2024 at a discount rate of 3%). On January 15, 2026, 18,705 common shares were issued under the DRIP at a discount rate of 3%.
Normal Course Issuer Bid
In December 2025, OR Royalties renewed its normal course issuer bid ("NCIB") program. Under the terms of the NCIB program, OR Royalties may acquire up to 9,399,294 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2025 NCIB program are authorized from December 12, 2025 until December 11, 2026. Daily purchases will be limited to 107,496 common shares, other than block purchase exemptions.
Under the terms of the previous NCIB program, OR Royalties was allowed to acquire up to 9,331,275 of its common shares from time to time, from December 12, 2024 to December 11, 2025. Daily purchases were limited to 73,283 common shares.
During the year ended December 31, 2025, the Company purchased for cancellation a total of 1.1 million common shares for $36.7 million (C$50.8 million; average acquisition price per share of C$47.86). During the year ended December 31, 2024, the Company purchased for cancellation a total of 26,000 common shares for $0.4 million (C$0.6 million; average acquisition price per share of C$22.48).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Gold Market and Currency
Gold Market
The gold market has continued to post strong gains in 2025 and gold prices, denominated in U.S. dollars, have risen 67% during the year, marking the largest annual increase since 1979, with similar increases across most currencies. The gold price averaged $3,432 per ounce in 2025, an increase of 44% compared to the average price per ounce of $2,386 in 2024. The gold price closed 2025 at $4,368 per ounce, compared to $2,609 per ounce at the end of 2024.
In the fourth quarter of 2025, the gold price averaged $4,135 per ounce, its highest ever quarterly average in nominal dollars and an increase of 19.6% when compared to the average in the third quarter of 2025. The gold price closed the fourth quarter at $4,368 per ounce, compared to $3,825 at the end of the third quarter, $3,287 per ounce at the end of the second quarter and $3,115 at the end of the first quarter.
The historical price is as follows:
| (per ounce of gold) | High | Low | Average | Close | ||||||||
| 2025 | $4,449 | $2,633 | $3,432 | $4,368 | ||||||||
| 2024 | 2,778 | 1,985 | 2,386 | 2,609 | ||||||||
| 2023 | 2,078 | 1,811 | 1,941 | 2,078 | ||||||||
| 2022 | 2,039 | 1,629 | 1,800 | 1,812 | ||||||||
| 2021 | 1,943 | 1,684 | 1,799 | 1,820 |
Currency
The exchange rates for the Canadian/U.S. dollar are outlined below:
| High | Low | Average | Close | |||||||||
| 2025 | 0.7376 | 0.6848 | 0.7157 | 0.7296 | ||||||||
| 2024 | 0.7510 | 0.6937 | 0.7302 | 0.6950 | ||||||||
| 2023 | 0.7617 | 0.7207 | 0.7410 | 0.7561 | ||||||||
| 2022 | 0.8031 | 0.7217 | 0.7692 | 0.7383 | ||||||||
| 2021 | 0.8306 | 0.7727 | 0.7980 | 0.7888 |
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Selected Financial Information
(in thousands of dollars, except figures for ounces and amounts per ounce and per share) (1)
| 2025 | 2024 | 2023 | |||||||
| $ | $ | $ | |||||||
| Revenues | 277,370 | 191,157 | 183,228 | ||||||
| Cost of sales | (9,115 | ) | (6,738 | ) | (12,335 | ) | |||
| Depletion | (35,770 | ) | (32,607 | ) | (41,801 | ) | |||
| Gross profit | 232,485 | 151,812 | 129,092 | ||||||
| Impairment of royalty and stream interests | (5,495 | ) | (49,558 | ) | (35,711 | ) | |||
| Operating income | 196,765 | 78,324 | 64,463 | ||||||
| Net earnings (loss) | 206,088 | 16,267 | (37,426 | ) | |||||
| Net earnings (loss) per share - basic | 1.10 | 0.09 | (0.20 | ) | |||||
| Net earnings (loss) per share - diluted | 1.09 | 0.09 | (0.20 | ) | |||||
| Total assets | 1,566,479 | 1,377,634 | 1,486,472 | ||||||
| Total long-term debt | - | 93,900 | 145,080 | ||||||
| Operating cash flows | 245,596 | 159,925 | 138,437 | ||||||
| Dividend per common share (2) | $0.211 | C$0.255 | C$0.235 | ||||||
| Weighted average shares outstanding (in thousands) | |||||||||
| Basic | 187,775 | 186,290 | 185,036 | ||||||
| Diluted | 189,152 | 187,581 | 185,036 | ||||||
| Average realized price of gold (per ounce sold) | 3,425 | 2,361 | 1,943 | ||||||
(1) Unless otherwise noted, financial information is in United States dollars and prepared in accordance with IFRS Accounting Standards.
(2) Prior to May 2025, the dividends were declared in Canadian dollars. From May 2025, the quarterly dividend is declared in United States dollars. On February 19, 2025, the Board of Directors declared a quarterly dividend of C$0.065 to shareholders of record as of the close of business on March 31, 2025. Based on the foreign currency rate (C$/US$) on the declaration date, the corresponding dividend per share in U.S. dollars was $0.046.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Overview of Annual Financial Results
Financial Summary - Year 2025
- Revenues from royalties and streams of $277.4 million ($191.2 million in 2024);
- Gross profit of $232.5 million ($151.8 million in 2024);
- Operating income of $196.8 million ($78.3 million in 2024);
- Net earnings of $206.1 million or $1.10 per basic share ($16.3 million or $0.09 per basic share in 2024);
- Adjusted earnings6 of $165.5 million or $0.88 per basic share ($97.3 million or $0.52 per basic share in 2024); and
- Cash flows provided by operating activities of $245.6 million ($159.9 million in 2024).
Revenues from royalties and streams increased to $277.4 million in 2025, compared to $191.2 million in 2024, mainly as a result of higher metal prices.
Gross profit amounted to $232.5 million in 2025, compared to $151.8 million in 2024. Cost of sales increased, mainly due to higher metal prices, and depletion increased as a result of the mix of sales.
General and administrative ("G&A") expenses amounted to $20.9 million in 2025, compared to $18.3 million in 2024. The increased G&A expenses in 2025 were mainly the result of a higher compensation expense (including increased share-based compensation). Business development expenses amounted to $9.3 million in 2025, compared to $5.6 million in 2024. The increased business development expenses in 2025 were primarily the result of a higher compensation expense (including increased share-based compensation) and increased activities, which resulted in additional professional fees. The significant number of options exercised in 2025 also increased the social charges payable by the Company on the taxable gains realized by the holders of the share options, therefore increasing the total compensation expenses for 2025. The increase in share-based compensation for both G&A expenses and business development expenses was mainly due to higher performance results of the performance-based restricted share units.
In 2025, operating income reached $196.8 million, compared to $78.3 million in 2024. The increase was mainly the result of a higher gross profit, partially offset by higher G&A and business development expenses. In 2025, the Company recorded impairment charges on certain royalty interests totaling $5.5 million. These impairment charges resulted from the revision of certain operating parameters and the loss of royalty rights following the abandonment of properties by the respective operators. In 2024, the Company recorded a non-cash impairment loss of $49.6 million on the Eagle Gold mine royalty, which reduced the operating income for that period.
Net earnings in 2025 were $206.1 million, compared to $16.3 million in 2024. The increase in 2025 was mainly the result of a higher operating income, a gain on investments of $58.6 million (including a gain on the deemed disposal of an associate of $54.4 million and a change in fair value of financial assets at fair value through profit and loss of $5.3 million, partially offset by the reclassification to the statement of income of accumulated other comprehensive loss on the deemed disposal of an associate of $1.1 million), lower finance costs, a lower share of loss of associate and a gain on foreign exchange (compared to a loss on foreign exchange in 2024), partially offset by a higher income tax expense (in 2024, an income tax recovery of $13.1 million was recorded on the Eagle Gold mine royalty impairment of $49.6 million).
Adjusted earnings reached $165.5 million in 2025 compared to $97.3 million in 2024, mainly as a result of a higher gross profit and lower finance costs, partially offset by higher G&A and business development expenses and a higher income tax expense. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities in 2025 increased to $245.6 million from $159.9 million in 2024. The increase was mainly the result of higher revenues and lower finance costs, partially offset by higher cost of sales and increased G&A and business development expenses.
6 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Consolidated Statements of Income
The following table presents summarized consolidated statements of income for the years ended December 31, 2025 and 2024 (in thousands of dollars):
| 2025 | 2024 | ||||||||
| $ | $ | ||||||||
| Revenues | (a) | 277,370 | 191,157 | ||||||
| Cost of sales | (b) | (9,115 | ) | (6,738 | ) | ||||
| Depletion | (c) | (35,770 | ) | (32,607 | ) | ||||
| Gross profit | (d) | 232,485 | 151,812 | ||||||
| Other operating expenses | |||||||||
| General and administrative | (e) | (20,932 | ) | (18,298 | ) | ||||
| Business development | (f) | (9,293 | ) | (5,632 | ) | ||||
| Impairment of royalty, stream and other interests | (g) | (5,495 | ) | (49,558 | ) | ||||
| Operating income | 196,765 | 78,324 | |||||||
| Other income (expenses), net | (h) | 44,620 | (48,182 | ) | |||||
| Earnings before income taxes | 241,385 | 30,142 | |||||||
| Income tax expense | (i) | (35,297 | ) | (13,875 | ) | ||||
| Net earnings | 206,088 | 16,267 |
(a) Revenues are comprised of the following:
| 2025 | 2024 | |||||||||||||||||
| Average selling price per ounce / tonne ($) |
Ounces / tonnes sold |
Total revenues ($000's) |
Average selling price per ounce / tonne ($) |
Ounces / tonnes sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 3,425 | 42,492 | 145,555 | 2,361 | 46,696 | 110,237 | ||||||||||||
| Silver sold | 41.27 | 2,097,177 | 86,549 | 28.44 | 1,832,931 | 51,837 | ||||||||||||
| Copper sold | 10,153 | 1,000 | 10,153 | 8,920 | 748 | 6,671 | ||||||||||||
| Other (diamonds and paid in cash) | - | - | 35,113 | - | - | 22,412 | ||||||||||||
| 277,370 | 191,157 | |||||||||||||||||
The decrease in gold ounces sold in 2025 is mainly the result of the stoppage of operations at the Eagle Gold mine in June 2024. The increase in silver ounces sold in 2025 is mainly due to an increase in silver deliveries from the Mantos Blancos mine. The copper tonnes sold are related to the CSA copper stream, which had an economic effective date of June 17, 2024.
(b) Cost of sales mainly represents the acquisition price of the metals under the stream agreements, as well as deductions (when applicable) for governmental royalties, refining, insurance, transportation and other costs related to the metals received under royalty agreements. In 2025, cost of sales amounted to $9.1 million, compared to $6.7 million in 2024. The increase in 2025 is mainly due to higher metal prices.
(c) The royalties, streams and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the related agreements. The depletion expense increased to $35.8 million in 2025, compared to $32.6 million in 2024, mainly due to the mix of sales.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
(d) The breakdown of cash margin7 and gross profit per type of interest is as follows (in thousands of dollars):
| 2025 | 2024 | ||||||
| $ | $ | ||||||
| Royalty interests | |||||||
| Revenues | 177,264 | 130,375 | |||||
| Less: cost of sales (excluding depletion) | (701 | ) | (413 | ) | |||
| Cash margin (in dollars) | 176,563 | 129,962 | |||||
| Depletion | (13,234 | ) | (12,208 | ) | |||
| Gross profit | 163,329 | 117,754 | |||||
| Stream interests | |||||||
| Revenues | 100,106 | 60,782 | |||||
| Less: cost of sales (excluding depletion) | (8,414 | ) | (6,325 | ) | |||
| Cash margin (in dollars) | 91,692 | 54,457 | |||||
| Depletion | (22,536 | ) | (20,399 | ) | |||
| Gross profit | 69,156 | 34,058 | |||||
| Royalty and stream interests Total cash margin (in dollars) |
268,255 | 184,419 | |||||
| Divided by: total revenues | 277,370 | 191,157 | |||||
| Cash margin (in percentage of revenues) | 96.7% | 96.5% | |||||
| Total - Gross profit | 232,485 | 151,812 |
(e) G&A expenses increased to $20.9 million in 2025 from $18.3 million in 2024, mainly as the result of a higher compensation expense (including increased share-based compensation). The significant number of options exercised during the year also increased the social charges payable by the Company on the taxable gains realized by the holders of the share options. The increase in share-based compensation was mainly due to higher performance results of the performance-based restricted share units.
(f) Business development expenses increased in 2025 to $9.3 million from $5.6 million in 2024. The increased expenses in 2025 were mainly the result of a higher compensation expense (including increased share-based compensation) and increased activities, which resulted in additional professional fees. The significant number of options exercised during the year also increased the social charges payable by the Company on the taxable gains realized by the holders of the share options. The increase in share-based compensation was mainly due to higher performance results of the performance-based restricted share units.
(g) In 2025, the Company recorded impairment charges on certain royalty interests totaling $5.5 million. These impairment charges resulted from the revision of certain operating parameters and the loss of royalty rights following the abandonment of properties by the respective operators. In 2024, as a result of the failure at the heap leach facility of the Eagle Gold mine, management performed an impairment assessment on the Eagle Gold mine royalty interest as at June 30, 2024 and recorded a non-cash impairment loss of $49.6 million.
7 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
(h) Other income, net of $44.6 million in 2025 includes a gain on investments of $54.0 million (including a gain on the deemed disposal of an associate of $54.4 million and a change in fair value of financial assets at fair value through profit and loss of $5.3 million, partially offset by the reclassification to the statement of income of accumulated other comprehensive loss on the deemed disposal of an associate of $1.1 million), interest income of $4.0 million and a foreign exchange gain of $0.6 million, partially offset by a share of loss of associates of $14.2 million and finance costs of $4.5 million.
Other expenses, net of $48.2 million in 2024 include a share of loss of associates of $30.0 million, a loss on dilution of investments in an associate of $9.3 million, finance costs of $8.0 million and a foreign exchange loss of $4.4 million, partially offset by interest income of $4.2 million.
(i) The effective income tax rate in 2025 was 14.6%, compared to 46.0% in 2024. The statutory rate was 26.5% in 2025 and 2024. The elements that impacted the effective income tax rates are tax benefits not recognized on the non-cash gain on the deemed disposal of an associate, changes to unrecognized deferred tax assets, permanent differences on share-based compensation and revenues not taxable.
Current income taxes of $16.6 million were recognized in 2025, of which $3.1 million were paid on royalties earned in foreign jurisdictions. An amount of $13.5 million is related to income taxes payable in Canada for 2025. These income taxes will be payable in the first quarter of 2026, as it will be the first year that OR Royalties will be cash taxable in Canada since its creation in 2014. Starting in 2026, the Company will be required to make monthly tax instalments to the Federal and Provincial governments in Canada.
Liquidity and Capital Resources
As at December 31, 2025, the Company's cash position amounted to $142.1 million compared to $59.1 million as at December 31, 2024.
Significant variations in the liquidity and capital resources for the three months and the year ended December 31, 2025 are summarized below (in thousands of dollars) and explained under the Cash Flows section of this MD&A.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Revolving credit facility
In May 2025, the Company amended its existing revolving credit facility (the "Credit Facility"), including the conversion from a Canadian dollar denominated facility to a United States dollar denominated facility, as well as an increase in the overall size of the Credit Facility. Under the amended agreement, the Company has now access to a Credit Facility of $650.0 million with an additional uncommitted accordion of up to $200.0 million (subject to acceptance by the lenders). The previous credit facility agreement had a maximum amount of C$550.0 million with an uncommitted accordion of up to C$200.0 million.
The maturity date of the Facility was extended from April 30, 2028 to May 30, 2029. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalties, streams and other interests, and is secured by the Company's assets.
The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), plus an applicable margin depending on the Company's leverage ratio.
The Facility includes quarterly covenants that require the Company to maintain certain financial ratios, including leverage ratios, and to meet certain non-financial requirements. As at December 31, 2025, all such ratios and requirements were met.
Financial liabilities
As at December 31, 2025, all financial liabilities to be settled in cash or by the transfer of other financial assets mature within 90 days, except for the revolving credit facility and the lease liabilities, which are described below:
| As at December 31, 2025 | |||||||||||||||||||||
| Total amount payable |
Estimated annual payments | ||||||||||||||||||||
| Maturity | 2026 | 2027 | 2028 | 2029 | 2030 | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Revolving credit facility (i) | 4,698 | May 30, 2029 | 1,375 | 1,375 | 1,375 | 573 | - | ||||||||||||||
| Lease liabilities | 5,790 | December 31, 2029 | 1,548 | 1,544 | 1,388 | 1,310 | - | ||||||||||||||
| 10,488 | 2,923 | 2,919 | 2,763 | 1,883 | - | ||||||||||||||||
(i) Since the revolving credit facility was undrawn as of December 31, 2025, the amounts presented correspond only to the monthly standby fees payable on the unused portion of the revolving credit facility.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Cash Flows
The following table summarizes the cash flows for the years ended December 31, 2025 and 2024 (in thousands of dollars):
| 2025 | 2024 | |||||
| $ | $ | |||||
| Cash flows | ||||||
| Operations | 230,630 | 161,802 | ||||
| Working capital items | 14,966 | (1,877 | ) | |||
| Operating activities | 245,596 | 159,925 | ||||
| Investing activities | 1,352 | (75,642 | ) | |||
| Financing activities | (163,346 | ) | (74,868 | ) | ||
| Effects of exchange rate changes on cash | (567 | ) | (1,523 | ) | ||
| Net increase in cash | 83,035 | 7,892 | ||||
| Cash - beginning of period | 59,096 | 51,204 | ||||
| Cash - end of period | 142,131 | 59,096 | ||||
Operating Activities
In 2025, cash flows provided by operating activities amounted to $245.6 million compared to $159.9 million in 2024. The increase was mainly the result of higher revenues and lower finance costs, partially offset by higher cost of sales and higher G&A and business development expenses. The positive impact from working capital items in 2025 is mostly due to income taxes for the year 2025, which are payable in the first quarter of 2026.
Investing Activities
During the year 2025, cash flows provided by investing activities amounted to $1.4 million compared to cash flows used in investing activities of $75.6 million in 2024.
In 2025, OR Royalties invested a total of $36.9 million in royalty and stream interests, including $13.0 million to acquire a silver stream on the South Railroad project and the payment by OR Royalties International of the second installment of $10.0 million on the Cascabel gold stream, acquired equity investments for $11.0 million and other investments for $1.6 million. During the same period, the Company received $2.1 million following the exercise of a buy-down option on a royalty interest by an operator and sold equity investments for proceeds of $49.8 million, including $49.0 million received by OR Royalties International from the sale of the MAC Copper shares.
In 2024, $6.0 million were invested to acquire notes receivable from an associate (presented as other investments on the consolidated balance sheets). The disposal of equity investments generated proceeds of $2.4 million and another $1.4 million was received from the partial repayment of the Stornoway bridge loan, which was fully provisioned in 2023.
Financing Activities
During the year 2025, cash flows used in financing activities amounted to $163.3 million compared to $74.9 million in 2024.
In 2025, OR Royalties repaid a net amount of $94.9 million under its revolving credit facility, acquired common shares under NCIB program for $36.7 million, paid $34.9 million in dividends and $6.5 million in withholding taxes on the settlement of restricted and deferred share units. OR Royalties received proceeds from the exercise of share options and the share purchase plan for $11.7 million during the same period.
In 2024, OR Royalties repaid a net amount of $49.7 million under its revolving credit facility, paid $30.7 million in dividends and $2.4 million in withholding taxes on the settlement of restricted and deferred share units. OR Royalties received proceeds from the exercise of share options and the share purchase plan for $9.6 million and acquired shares under the NCIB program for $0.4 million during the same period.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Quarterly Information
The selected quarterly financial information(1) for the past eight financial quarters is outlined below:
(in thousands of dollars, except for amounts per share)
| 2025 | 2024 | |||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
| GEOs | 21,735 | 20,326 | 19,700 | 19,014 | 20,005 | 18,408 | 20,068 | 22,259 | ||||||||||||||||
| Cash | 142,131 | 57,042 | 49,626 | 63,070 | 59,096 | 43,366 | 48,018 | 52,104 | ||||||||||||||||
| Total assets | 1,566,479 | 1,516,753 | 1,442,191 | 1,388,729 | 1,377,634 | 1,385,713 | 1,382,089 | 1,444,017 | ||||||||||||||||
| Total long-term debt | - | - | 35,655 | 74,346 | 93,900 | 59,816 | 79,610 | 112,135 | ||||||||||||||||
| Equity | 1,432,041 | 1,396,189 | 1,290,360 | 1,213,894 | 1,188,953 | 1,215,186 | 1,215,186 | 1,237,585 | ||||||||||||||||
| Revenues | 90,465 | 71,625 | 60,364 | 54,916 | 56,742 | 41,977 | 47,391 | 45,047 | ||||||||||||||||
| Net cash flows from operating activities | 83,538 | 64,604 | 51,375 | 46,079 | 49,765 | 34,564 | 38,234 | 37,362 | ||||||||||||||||
| Impairment of assets, net of income taxes | - | 4,834 | - | - | - | - | 36,425 | - | ||||||||||||||||
| Net earnings (loss) | 65,245 | 82,845 | 32,358 | 25,640 | 7,105 | 13,409 | (15,416 | ) | 11,169 | |||||||||||||||
| Net earnings (loss) per share | ||||||||||||||||||||||||
| - Basic | 0.35 | 0.44 | 0.17 | 0.14 | 0.04 | 0.07 | (0.08 | ) | 0.06 | |||||||||||||||
| - Diluted | 0.34 | 0.44 | 0.17 | 0.14 | 0.04 | 0.07 | (0.08 | ) | 0.06 | |||||||||||||||
| Weighted average shares outstanding (000's) | ||||||||||||||||||||||||
| - Basic | 188,050 | 188,312 | 187,746 | 186,979 | 186,747 | 186,408 | 186,217 | 185,761 | ||||||||||||||||
| - Diluted | 189,310 | 189,519 | 189,081 | 188,425 | 188,180 | 187,732 | 186,217 | 186,870 | ||||||||||||||||
| Share price - TSX - closing (C$) | 48.62 | 55.78 | 35.00 | 30.37 | 26.03 | 25.05 | 21.32 | 22.23 | ||||||||||||||||
| Share price - NYSE - closing | 35.39 | 40.08 | 25.71 | 21.12 | 18.10 | 18.51 | 15.58 | 16.42 | ||||||||||||||||
| Price of gold (average) | 4,135 | 3,457 | 3,280 | 2,860 | 2,663 | 2,474 | 2,338 | 2,070 | ||||||||||||||||
| Closing exchange rate (2) (C$/US$) | 0.7296 | 0.7183 | 0.7330 | 0.6956 | 0.6950 | 0.7408 | 0.7306 | 0.7380 | ||||||||||||||||
(1) Unless otherwise noted, financial information is in U.S. dollars and prepared in accordance with IFRS Accounting Standards.
(2) Bank of Canada Daily Rate.
In the first, second and third quarters of 2025, the Company repaid net amounts of $19.6 million, $40.0 million and $35.4 million on its revolving credit facility, respectively.
During the fourth quarter of 2024, the Company drew $35.0 million on its revolving credit facility to finance the acquisition of royalty and stream interests. During the second quarter of 2024, the Company repaid $32.3 million on its revolving credit facility and recorded an impairment loss of $49.6 million ($36.4 million, net of income taxes) on its Eagle Gold mine royalty interest. During the first quarter of 2024, the Company repaid $32.4 million on its revolving credit facility.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Fourth Quarter Results
Financial Summary
- Revenues from royalties and streams of $90.5 million ($56.7 million in Q4 20248);
- Gross profit of $77.6 million ($45.1 million in Q4 2024);
- Operating income of $70.1 million ($38.9 million in Q4 2024);
- Net earnings of $65.2 million or $0.35 per basic share ($7.1 million or $0.04 per basic share in Q4 2024);
- Adjusted earnings9 of $59.6 million or $0.32 per basic share ($29.9 million or $0.16 per basic share in Q4 2024); and
- Cash flows provided by operating activities of $83.5 million ($49.8 million in Q4 2024).
Revenues from royalties and streams increased to $90.5 million in the fourth quarter of 2025, compared to $56.7 million in the fourth quarter of 2024, mainly as a result of higher metal prices and higher deliveries under the royalty and stream agreements.
Gross profit amounted to $77.6 million in the fourth quarter of 2025, compared to $45.1 million in the fourth quarter of 2024. Cost of sales increased, mainly due to higher metal prices and deliveries under the royalty and stream agreements. Depletion also increased, mainly as a result of higher deliveries and the mix of sales.
G&A expenses amounted to $5.1 million in the fourth quarter of 2025, compared to $4.2 million in the fourth quarter of 2024. The increased G&A expenses in the fourth quarter of 2025 were mainly the result of a higher share-based compensation expense and increased activities, which resulted in additional professional expenses. Business development expenses amounted to $2.4 million in the fourth quarter of 2025, compared to $2.0 million in the fourth quarter of 2024. The increased business development expenses in the fourth quarter of 2025 were primarily the result of a higher compensation expense (including increased share-based compensation). The increase in share-based compensation for both G&A expenses and business development expenses was mainly due to higher performance results of the performance-based restricted share units.
In the fourth quarter of 2025, operating income reached $70.1 million, compared to $38.9 million in the fourth quarter of 2024. The increase was driven by a higher gross profit, partially offset by higher G&A and business development expenses.
Net earnings in the fourth quarter of 2025 were $65.2 million, compared to $7.1 million in the fourth quarter of 2024. The increase in the fourth quarter of 2025 was mainly the result of a change in fair value of financial assets at fair value through profit and loss of $5.7 million, partially offset by a higher income tax expense. In the fourth quarter of 2024, the Company also recorded a share of loss of associates of $9.5 million and a loss on investments of $11.3 million (including a loss on dilution of an associate of $9.3 million).
Adjusted earnings reached $59.6 million in the fourth quarter of 2025, compared to $29.9 million in the fourth quarter of 2024, mainly a result of a higher gross profit, partially offset by higher G&A and business development expenses and a higher income tax expense. A reconciliation of adjusted earnings is provided in the Non-IFRS Financial Performance Measures section of this MD&A.
Cash flows provided by operating activities in the fourth quarter of 2025 increased to $83.5 million, compared to $49.8 million in the fourth quarter of 2024, mainly as a result of higher revenues, partially offset by higher G&A and business development expenses.
8 Three months ended December 31, 2024 ("Q4 2024").
9 "Adjusted earnings" and "Adjusted earnings per basic share" are non-IFRS financial performance measures which have no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure."
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Consolidated Statements of Income
The following table presents summarized consolidated statements of income for the three months ended December 31, 2025 and 2024 (in thousands of dollars):
| Three months ended December 31, |
||||||||||
| 2025 | 2024 | |||||||||
| $ | $ | |||||||||
| Revenues | (a) | 90,465 | 56,742 | |||||||
| Cost of sales | (b) | (2,569 | ) | (2,181 | ) | |||||
| Depletion | (c) | (10,254 | ) | (9,475 | ) | |||||
| Gross profit | (d) | 77,642 | 45,086 | |||||||
| Other operating expenses | ||||||||||
| General and administrative | (e) | (5,134 | ) | (4,209 | ) | |||||
| Business development | (f) | (2,372 | ) | (1,987 | ) | |||||
| Operating income | 70,136 | 38,890 | ||||||||
| Other revenues (expenses), net | (g) | 6,209 | (22,906 | ) | ||||||
| Earnings before income taxes | 76,345 | 15,984 | ||||||||
| Income tax expense | (h) | (11,100 | ) | (8,879 | ) | |||||
| Net earnings | 65,245 | 7,105 | ||||||||
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
(a) Revenues are comprised of the following:
| Three months ended December 31, | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||
| Average selling price per ounce / tonne ($) |
Ounces / tonnes sold |
Total revenues ($000's) |
Average selling price per ounce / tonne ($) |
Ounces / tonnes sold |
Total revenues ($000's) |
|||||||||||||
| Gold sold | 4,122 | 10,799 | 44,508 | 2,656 | 10,524 | 27,953 | ||||||||||||
| Silver sold | 54.70 | 594,829 | 32,539 | 30.66 | 475,647 | 14,581 | ||||||||||||
| Copper sold | 11,750 | 152 | 1,783 | 8,880 | 674 | 5,980 | ||||||||||||
| Other (diamonds and paid in cash) | - | - | 11,635 | - | - | 8,228 | ||||||||||||
| 90,465 | 56,742 | |||||||||||||||||
The increase in silver ounces sold in the fourth quarter of 2025 is mainly due to an increase in silver deliveries from the Mantos Blancos mine. The decrease in copper tonnes sold in the fourth quarter of 2025 is due to lower deliveries from the CSA copper stream and the timing of sales in the fourth quarter of 2024 (the copper tonnes deliveries in the third quarter of 2024 were sold in the fourth quarter of 2024).
(b) Cost of sales mainly represents the acquisition price of the metals and diamonds under the stream agreements, as well as deductions (if applicable) for governmental royalties, refining, insurance, transportation and other costs related to the metals received under royalty agreements. In the fourth quarter of 2025, cost of sales amounted to $2.6 million, compared to $2.2 million in the fourth quarter of 2024. The increase in the fourth quarter of 2025 is mainly due to higher metal prices and higher deliveries.
(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the related agreements. The depletion expense increased to $10.3 million in the fourth quarter of 2025, compared to $9.5 million in the fourth quarter of 2024, mainly as a result of higher deliveries and the mix of sales.
(d) The breakdown of cash margin10 and gross profit per type of interest is as follows (in thousands of dollars):
| Three months ended December 31 |
|||||||
| 2025 | 2024 | ||||||
| $ | $ | ||||||
| Royalty interests | |||||||
| Revenues | 55,555 | 35,349 | |||||
| Less: cost of sales (excluding depletion) | (134 | ) | (180 | ) | |||
| Cash margin (in dollars) | 55,421 | 35,169 | |||||
| Depletion | (4,419 | ) | (2,160 | ) | |||
| Gross profit | 51,002 | 33,009 | |||||
| Stream interests | |||||||
| Revenues | 34,910 | 21,393 | |||||
| Less: cost of sales (excluding depletion) | (2,435 | ) | (2,001 | ) | |||
| Cash margin (in dollars) | 32,475 | 19,392 | |||||
| Depletion | (5,835 | ) | (7,315 | ) | |||
| Gross profit | 26,640 | 12,077 | |||||
| Royalty and stream interests | |||||||
| Total cash margin (in dollars) | 87,896 | 54,561 | |||||
| Divided by: total revenues | 90,465 | 56,742 | |||||
| Cash margin (in percentage of revenues) | 97.2% | 96.2% | |||||
| Total - Gross profit | 77,642 | 45,086 | |||||
10 Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. It is calculated by deducting the cost of sales (excluding depletion) from the revenues. Please refer to the Non-IFRS Financial Performance Measures section of this MD&A for further information and for a quantitative reconciliation of each non-IFRS financial measure to the most directly comparable IFRS financial measure.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
(e) G&A expenses increased to $5.1 million in the fourth quarter of 2025 from $4.2 million in the fourth quarter of 2024, mainly as the result of a higher share-based compensation and increased activities that translated into additional professional fees. The increase in share-based compensation was mainly due to higher performance results of the performance-based restricted share units.
(f) Business development expenses increased in the fourth quarter of 2025 to $2.4 million from $2.0 million in the fourth quarter of 2024. The increased expenses in the fourth quarter of 2025 were mainly the result of a higher compensation expense (including increased share-based compensation). The increase in share-based compensation was mainly due to higher performance results of the performance-based restricted share units.
(g) Other revenues, net of $6.2 million in the fourth quarter of 2025 include interest income of $1.7 million and a gain on investments of $5.7 million (including a change in fair value of financial assets at fair value through profit and loss of $5.3 million), partially offset by a loss on foreign exchange of $0.5 million and finance costs of $0.7 million.
Other expenses, net of $22.9 million in the fourth quarter of 2024 include finance costs of $1.5 million, a share of loss of associates of $9.5 million, a loss on dilution of investments in an associate of $9.3 million, a loss on foreign exchange of $1.8 million and other non-cash net losses of $2.0 million, partially offset by interest income of $1.1 million.
(h) The effective income tax rate in the fourth quarter of 2025 was 14.5%, compared to 55.5% in the fourth quarter of 2024. The statutory rate was 26.5% in 2025 and 2024. The elements that impacted the effective income tax rates are changes to unrecognized deferred tax assets, permanent differences on share-based compensation and revenues not taxable.
Current income taxes of $6.3 million were recognized in the fourth quarter of 2025, of which $1.0 million were paid on royalties earned in foreign jurisdictions. An amount of $5.3 million is related to income taxes payable in Canada for 2025. These income taxes will be payable in the first quarter of 2026, as it will be the first year that OR Royalties will be cash taxable in Canada since its creation in 2014. Starting in 2026, the Company will be required to make monthly tax instalments to the Federal and Provincial governments in Canada.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Segment Disclosure
The President and Chief Executive Officer (chief operating decision-maker) organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metals and other royalties, streams and other interests. All of the Company's assets, liabilities, revenues, expenses and cash flows are attributable to this single operating segment. The following tables present segmented information for this single segment.
Geographic revenues
Geographic revenues, including revenues derived from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests, are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the years ended December 31, 2025 and 2024, royalty, stream and other interest revenues were earned from the following jurisdictions (in thousands of dollars):
| North America (i) | South America | Australia | Africa | Europe | Total | |||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||
| 2025 | ||||||||||||||||||
| Royalties | 165,738 | 5,765 | 347 | 5,414 | - | 177,264 | ||||||||||||
| Streams | 11,883 | 45,831 | 27,029 | - | 15,363 | 100,106 | ||||||||||||
| 177,621 | 51,596 | 27,376 | 5,414 | 15,363 | 277,370 | |||||||||||||
| 2024 | ||||||||||||||||||
| Royalties | 126,101 | 1,338 | 240 | 2,696 | - | 130,375 | ||||||||||||
| Streams | 8,204 | 22,371 | 19,808 | - | 10,399 | 60,782 | ||||||||||||
| 134,305 | 23,709 | 20,048 | 2,696 | 10,399 | 191,157 | |||||||||||||
| (i) In 2025, revenues generated from Canada amounted to $160.1 million ($121.7 million in 2024). | ||||||||||||||||||
In 2025, two royalty/stream interests generated revenues of $154.1 million ($100.6 million in 2024), which represented 56% of revenues (53% of revenues in 2024), including one royalty interest that generated revenues of $108.2 million ($78.3 million in 2024).
In 2025, revenues generated from precious metals represented 95% of total revenues (94% in 2024).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Geographic net assets
The following table summarizes the royalty, stream and other interests by jurisdiction, as at December 31, 2025 and 2024, which is based on the location of the properties related to the royalty, stream or other interests (in thousands of dollars):
| North America (i) |
South America |
Australia |
Africa |
Asia |
Europe |
Total |
|||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2025 | |||||||||||||||||||||
| Royalties | 404,599 | 131,823 | 58,078 | 48,841 | 5,248 | 10,847 | 659,436 | ||||||||||||||
| Streams | 161,176 | 128,907 | 127,252 | - | 22,300 | 30,184 | 469,819 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 565,775 | 260,730 | 192,397 | 48,841 | 31,252 | 41,031 | 1,140,026 | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||
| Royalties | 392,520 | 127,008 | 57,646 | 49,906 | - | 10,333 | 637,413 | ||||||||||||||
| Streams | 146,408 | 127,974 | 136,386 | - | 22,300 | 32,603 | 465,671 | ||||||||||||||
| Offtakes | - | - | 7,067 | - | 3,704 | - | 10,771 | ||||||||||||||
| 538,928 | 254,982 | 201,099 | 49,906 | 26,004 | 42,936 | 1,113,855 | |||||||||||||||
| (i) As at December 31, 2025, the carrying value of the net interests located in Canada amounted to $355.7 million ($338.5 million as at December 31, 2024). | |||||||||||||||||||||
Related Party Transactions
There were no material transactions with related parties during the year ended December 31, 2025 (a note receivable from an associate of $12.2 million was included in other investments as at December 31, 2024).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Contractual Obligations and Commitments
Investments in royalty and stream interests
As at December 31, 2025, significant commitments related to the acquisition of royalties and streams are detailed in the following table. The Company intends to meet these commitments by using its cash balance, from its expected operating cash flows to be generated from its operations and/or by drawdowns on its revolving credit facility.
| Company | Project (asset) | Installments | Triggering events |
| Gold Resource Corporation | Back Forty project (gold stream) |
$5.0 million | Receipt of all material permits for the construction and operation of the project. |
| $25.0 million | Pro rata to drawdowns with construction finance facility. | ||
| SolGold plc | Cascabel project (gold stream) |
$10.0 million | Achievement of operational milestones, including submission of all final permit applications for the construction and operation of the project. |
| $195.0 million | Pro rata to drawdowns with construction finance facility. | ||
| Falco Resources Ltd. | Horne 5 project (silver stream) |
C$45.0 million | Receipt of all necessary material third-party approvals, licenses, rights of way, surface rights on the property and all material construction permits, positive construction decision, and raising a minimum of C$135.0 million in non-debt financing and demonstrating that the financial assurance required to allow Falco to proceed with the commencement of mining activities can be satisfied, as applicable. |
| C$60.0 million | Upon total projected capital expenditure having been demonstrated to be financed. | ||
| C$40.0 million (optional) |
Payable with fourth installment, at sole election of OR Royalties, to increase the silver stream to 100% of payable silver (from 90%). | ||
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Stream purchase agreements
The following table summarizes the significant commitments related to producing assets and assets in advance stage of development to pay for metals and other commodities to which OR Royalties has the contractual right pursuant to the associated purchase agreements:
| Attributable payable production to be purchased |
Per ounce/tonnes cash payment |
Term of agreement |
Date of contract |
|||||||||||||||
| Interest | Silver | Other | Silver | Other | ||||||||||||||
| CSA streams (1) | 100% | 2.25 - 4.875% (Copper) |
4% | 4% | Life of mine | June 2023 | ||||||||||||
| Gibraltar stream (2) | 100% | nil | Life of mine | March 2018 Amended Dec. 2024 |
||||||||||||||
| Mantos Blancos stream (3) | 100% | 8% spot | Life of mine | September 2015 Amended Aug. 2019 |
||||||||||||||
| Sasa stream (4) | 100% | $6.665 | 40 years | November 2015 | ||||||||||||||
(1) OR Royalties International will receive refined silver equal to 100% of the payable silver produced from the CSA mine for the life of the mine, and will be entitled to receive refined copper equal to 3.0% of payable copper produced from the CSA mine until the 5th anniversary of the agreements, then 4.875% of payable copper produced from the CSA mine until 33,000 metric tonnes have been delivered in aggregate, and thereafter 2.25% of payable copper produced from the CSA mine for the remaining life of the mine. On the 5th anniversary of the closing date (June 15, 2028), the owner will have the option to exercise certain buy-down rights by paying a one-time cash payment to OR Royalties International of $20.0 million to $40.0 million. If the option is exercised, OR Royalties International will still be entitled to receive refined copper equal to 3.25% - 4.0625% of payable copper produced from the CSA mine until 23,900 to 28,450 metric tonnes have been delivered in aggregate, and thereafter 1.5% - 1.875% of payable copper produced from the CSA mine for the remaining life of the mine. As of December 31, 2025, 1,748 tonnes of copper have been delivered to OR Royalties International under the stream agreement.
(2) OR Royalties will receive from Taseko an amount of silver production equal to 100% of Gibraltar mine's production, until reaching the delivery to OR Royalties of 6.8 million ounces of silver, and 35% of production thereafter. As of December 31, 2025, a total of 1.6 million ounces of silver have been delivered under the stream agreement.
(3) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 40%. As of December 31, 2025, a total of 7.5 million ounces of silver have been delivered to OR Royalties International under the stream agreement.
(4) Price subject to the lesser of 3% or inflation over the previous calendar year measured by the consumer price index (CPI) per ounce price escalation after 2016.
Off-Balance Sheet Items
There are no significant off-balance sheet arrangements, other than the contractual obligations and commitments mentioned above.
Outstanding Share Data
As of February 18, 2026, 187,510,731 common shares and 1,004,799 share options were issued and outstanding.
Subsequent Events to December 31, 2025
Acquisition of an additional 1% NSR royalty on Namdini
On January 29, 2026, the Company announced the acquisition of an additional 1.0% NSR royalty covering the producing Namdini Gold Mine ("Namdini") in Ghana, with an effective date of October 1, 2025. OR Royalties has closed the transaction with Savannah Mining Limited ("Savannah"), acquiring Savannah's remaining 50% interest in the 2.0% NSR royalty for total cash consideration of up to $103.5 million.
Acquisition of a portfolio of royalties and deferred payment obligations from Gold Fields Limited
On February 18, 2026, the Company announced that it has entered into a definitive agreement with Gold Fields to acquire a high-quality portfolio of precious metals assets consisting of eight royalties (the "Portfolio") for a total cash consideration of $115.0 million, anchored by a 1.5% NSR royalty on Compañía de Minas Buenaventura SAA's producing San Gabriel gold and silver mine located in the Province of General Sánchez Cerro, Region of Moquegua, Peru.
In addition to the Portfolio, the Company has agreed to pay Gold Fields $52.0 million in exchange for deferred payment obligations totalling $60.0 million payable by Galiano Gold Inc. ($30.0 million on or before December 31, 2026 and $30.0 million upon production of an aggregate of 100,000 ounces of gold from Asanko Gold Mine's Nkran deposit).
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Dividend
On February 18, 2026, the Board of Directors declared a quarterly dividend of $0.055 per common share payable on April 15, 2026 to shareholders of record as of the close of business on March 31, 2026.
Risks and Uncertainties
The Company is a royalty, stream, and similar interests holder and investor that operates in an industry that is subject to a number of risk factors that include environmental, legal and political risks, the discovery of economically recoverable resources and the conversion of these mineral resources to mineral reserves and the ability of third-party partners to maintain an economic production. An investment in the Company's securities is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in OR Royalties' most recent Annual Information Form, and the other information filed with the Canadian securities regulators and the U.S. Securities and Exchange Commission ("SEC"). If any of such described risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.
There are important risks which management believes could impact the Company's business. For information on risks and uncertainties, please refer to the Risk Factors section of OR Royalties' most recent Annual Information Form other information filed with the Canadian securities regulators and the SEC on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Disclosure Controls and Procedures and Internal Control over Financial Reporting
Disclosure Controls and Procedures
The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP") including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.
The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgement in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
Internal Control over Financial Reporting
The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS Accounting Standards, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
The CEO and CFO have also evaluated the effectiveness of the Company's ICFR as required by National Instrument 52-109 issued by the Canadian Securities Administrators and rules 13a-15 and 15d-15 under the Exchange Act based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this evaluation, the CEO and CFO concluded that the Company's ICFR was effective as of December 31, 2025.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.
The CEO and CFO have evaluated whether there were changes to the ICFR during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, have audited the Company's consolidated financial statements for the year ended December 31, 2025 and have issued an audit report dated February 18, 2026 on the Company's ICFR based on the framework and criteria established in Internal Control - Integrated Framework (2013) as issued by COSO of the Treadway Commission.
Basis of Presentation of Consolidated Financial Statements
The consolidated financial statements for the year ended December 31, 2025 have been prepared in accordance with the IFRS Accounting Standards as issued by the IASB. The material accounting policies of OR Royalties are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2025 and 2024, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on OR Royalties' website at www.ORroyalties.com. The accounting policies, methods of computation and presentation applied in the consolidated financial statements are consistent with those of the previous financial year.
Change in presentation currency
During the year ended December 31, 2024, the Company elected to change its presentation currency from Canadian dollars ("C$") to U.S. dollars. The change in presentation currency is to improve investors and other stakeholders' ability to compare the Company's financial results with other precious metals royalty and streaming companies, who mostly report their results in U.S. dollars.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, this change in presentation currency was applied retrospectively as if the new presentation currency had always been the Company's presentation currency.
Accounting standards issued but not yet effective
The Company has not yet adopted certain standards, interpretations to existing standards and amendments which have been issued but have an effective date of later than December 31, 2025. These standards, interpretations to existing standards and amendments, other than IFRS 18 Presentation and Disclosure in Financial Statements and the amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which are presented below, are not expected to have any significant impact on the Company or are not considered material and are therefore not discussed herein.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. IFRS 18 was issued in response to investors' concerns about the comparability and transparency of entities' performance reporting. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how 'operating profit or loss' is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The key new concepts introduced in IFRS 18 relate to:
- the structure of the statement of profit or loss;
- required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and
- enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss'.
IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. Management is currently assessing the impact of the new standard on its consolidated financial statements.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Amendments - IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:
- clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;
- clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;
- add new disclosures for certain instruments with contractual terms that can change cash flows; and
- update disclosures for equity instruments designated at fair value through other comprehensive income.
The new requirements will apply from January 1, 2026, with early application permitted. These amendments are not expected to have a significant impact on the consolidated financial statements.
Critical Accounting Estimates and Significant Judgements
The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also makes estimates and assumptions concerning the future. The critical accounting estimates and assumptions as well as significant judgements in applying the Company's accounting policies are detailed in the notes to the audited consolidated financial statements for the years ended December 31, 2025 and 2024, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on OR Royalties' website at www.ORroyalties.com.
Financial Instruments
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the notes to the audited consolidated financial statements for the years ended December 31, 2025 and 2024, filed on SEDAR+ at www.sedarplus.ca, EDGAR at www.sec.gov and on OR Royalties' website at www.ORroyalties.com.
Technical Information
The scientific and technical information contained in this MD&A has been reviewed and approved by Mr. Guy Desharnais, Ph.D., P.Geo, Vice President, Project Evaluation at OR Royalties, who is a "Qualified Person" ("QP") as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Non-IFRS Financial Performance Measures
Cash margin (in dollars and in percentage of revenues)
Cash margin in dollars and in percentage of revenues are non-IFRS financial measures. Cash margin (in dollars) is defined by OR Royalties as revenues less cost of sales (excluding depletion). Cash margin (in percentage of revenues) is obtained from the cash margin (in dollars) divided by revenues.
Management uses cash margin in dollars and in percentage of revenues to evaluate OR Royalties' ability to generate positive cash flow from its royalty, stream and other interests. Management and certain investors also use this information, together with measures determined in accordance with IFRS Accounting Standards such as gross profit and operating cash flows, to evaluate OR Royalties' performance relative to peers in the mining industry who present these measures on a similar basis. Cash margin in dollars and in percentage of revenues are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
Reconciliations of the cash margin per type of interests (in dollars and in percentage of revenues) are presented under the Overview of Annual Financial Results and the Fourth Quarterly Results sections of this MD&A.
Adjusted earnings and adjusted earnings per basic share
Adjusted earnings and adjusted earnings per basic share are non-IFRS financial measures and are defined by OR Royalties by excluding the following items from net earnings (loss) and net earnings (loss) per share: foreign exchange gains (losses), impairment charges and reversals related to royalty, stream and other interests, changes in allowance for expected credit losses, write-offs and impairments of investments, gains (losses) on disposal of assets, gains (losses) on investments, share of income (loss) of associates, transaction costs and other items such as non-cash gains (losses), as well as the impact of income taxes on these items. Adjusted earnings per basic share is obtained from the adjusted earnings divided by the weighted average number of common shares outstanding for the period.
Management uses adjusted earnings and adjusted earnings per basic share to evaluate the underlying operating performance of OR Royalties as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net earnings (loss) and net earnings (loss) per basic share, investors and analysts use adjusted earnings and adjusted earnings per basic share to evaluate the results of the underlying business of OR Royalties, particularly since the excluded items are typically not included in OR Royalties' annual guidance. While the adjustments to net earnings (loss) and net earnings (loss) per basic share in these measures include items that are both recurring and non-recurring, management believes that adjusted earnings and adjusted net earnings per basic share are useful measures of OR Royalties' performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of the core operating results from period to period, are not always reflective of the underlying operating performance of the business and/or are not necessarily indicative of future operating results. Adjusted net earnings and adjusted net earnings per basic share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
A reconciliation of net earnings to adjusted net earnings is presented below:
| Three months ended December 31, |
Year ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | ||||||||
| Net earnings | 65,245 | 7,105 | 206,088 | 16,267 | ||||||||
| Adjustments: | ||||||||||||
| Impairment of royalty, stream and other interests | - | - | 5,495 | 49,558 | ||||||||
| Foreign exchange loss (gain) | 480 | 1,771 | (645 | ) | 4,424 | |||||||
| Share of loss of associates | - | 9,491 | 14,178 | 30,025 | ||||||||
| Changes in allowance for expected credit losses and write-offs | - | - | - | (1,399 | ) | |||||||
| (Gain) loss on investments | (5,681 | ) | 11,322 | (5,315 | ) | 11,319 | ||||||
| Gain on deemed disposal of an associate | - | - | (54,439 | ) | - | |||||||
| Reclassification of accumulated other comprehensive loss to the statement of income on the deemed disposal of an associate | - | - | 1,147 | - | ||||||||
| Tax impact of adjustments | (446 | ) | 164 | (1,032 | ) | (12,920 | ) | |||||
| Adjusted earnings | 59,598 | 29,853 | 165,477 | 97,274 | ||||||||
| Weighted average number of common shares outstanding (000's) | 188,050 | 186,747 | 187,775 | 186,290 | ||||||||
| Adjusted earnings per basic share | 0.32 | 0.16 | 0.88 | 0.52 | ||||||||
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Forward-Looking Statements
Certain statements contained in this MD&A may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, production estimates of OR Royalties' assets (including increase of production), the 2026 guidance on GEOs and cash margin and the 5-year outlook on GEOs included under "Guidance for 2026 and 5-Year Outlook" and other guidance based on disclosure from operators, OR Royalties' ability to continue to promote environmental stewardship, to support employees and communities and to achieve excellence in governance and oversight, timely developments of mining properties over which OR Royalties has royalties, streams, offtakes and investments, management's expectations regarding OR Royalties' growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividend, requirements for additional capital, business prospects and opportunities, future demand for and fluctuation of prices of commodities (including outlook on gold, silver, diamonds, other commodities) currency, markets and general market conditions. In addition, statements and estimates (including data in tables) relating to mineral reserves and resources and statements and guidance as to gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, including the assumptions set out under "Guidance for 2026 and 5-Year Outlook", and no assurance can be given that the estimates or related guidance will be realized. Forward-looking statements are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or by statements that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of OR Royalties, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation, (i) with respect to properties in which OR Royalties holds a royalty, stream or other interest; risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from resource estimates or production forecasts by operators, (d) differences in conversion rate from resources to reserves and ability to replace resources, (e) the unfavorable outcome of any challenges or litigation relating to title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks; (ii) with respect to other external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by OR Royalties, (b) a trade war or new tariff barriers, (c) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (d) regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies, regulations and political or economic developments in any of the countries where properties in which OR Royalties holds a royalty, stream or other interest are located or through which they are held, (e) continued availability of capital and financing to OR Royalties or the operators of properties, and general economic, market or business conditions, and (f) responses of relevant governments to infectious diseases outbreaks and the effectiveness of such response and the potential impact of such outbreaks on OR Royalties' business, operations and financial condition; (g) impact related to climate changes or technologies which may affect the implementation of OR Royalties' climate strategy and achievement of carbon neutrality, that criteria will continue to be met to achieve improved ESG ratings, that actual facts may significantly differs from hypothesis used in any assessment scenario analysis (iii) with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by OR Royalties, (b) the integration of acquired assets (c) the determination of OR Royalties' Passive Foreign Investment Company ("PFIC") status (d) OR Royalties' ability to deliver on its climate strategy, that OR Royalties' efforts in maintaining carbon neutrality will be achieved and that any efforts toward reducing OR Royalties' carbon emission or to support decarbonization efforts of OR Royalties' partners will be successful, or (e) the availability of funds to finance community investments. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in the Company's ongoing income and assets relating to determination of its PFIC status; the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended, OR Royalties' continued commitment toward improving sustainability goals, the continued validity of science and reasonableness of hypothesis relating to climate change and assessment scenario analysis, the absence of material changes to the regulatory framework relating to climate and climate related disclosure, the compliance by directors and employees to the corporate policies, the availability of funds to continue to support community investments and, with respect to properties in which OR Royalties holds a royalty, stream or other interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets. All forward-looking statements contained in this Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of OR Royalties filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. OR Royalties cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. OR Royalties believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this MD&A are not guarantee of future performance and should not be unduly relied upon. In this MD&A, OR Royalties relies on information publicly disclosed by other issuers and third-parties pertaining to its assets and, therefore, assumes no liability for such third-party public disclosure. This MD&A includes website addresses and references to additional materials found on those websites. These websites and information contained on or accessible through these websites are not incorporated by reference into, and do not form a part of, this MD&A or any other report or document filed by OR Royalties with the Canadian securities regulators or the SEC, and any references to any websites are intended to be inactive textual references only. These statements speak only as of the date of this MD&A. OR Royalties undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates
OR Royalties is subject to the reporting requirements of the applicable Canadian securities laws, and as a result, reports its mineral resources and reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 ("NI 43-101"). The definitions of NI 43-101 are adopted from those described by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). In a number of cases OR Royalties has disclosed resource and reserve estimates covering properties related to the mining assets that are not based on CIM definitions, but instead have been prepared in reliance upon JORC and S-K 1300 (collectively, the "Acceptable Foreign Codes"). Estimates based on Acceptable Foreign Codes are recognized under NI 43-101 in certain circumstances. New mining disclosure rules under Subpart 1300 of Regulation S-K ("S-K 1300") became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. CIM definitions are not identical to those of the Acceptable Foreign Codes, the resource and reserve definitions and categories are substantively the same as the CIM definitions mandated in NI 43-101 and will typically result in reporting of substantially similar reserve and resource estimates. Nonetheless, readers are cautioned that there are differences between the terms and definitions of the CIM and the Acceptable Foreign Codes, and there is no assurance that mineral reserves or mineral resources would be identical had the owner or operator prepared the reserve or resource estimates under another code. As such, certain information contained in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the S-K 1300. Readers are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Further, an "Inferred Mineral Resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility, and a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.
| OR Royalties Inc. 2025 – Annual Report |
Management’s Discussion and Analysis |
Corporate Information
| OR Royalties Inc. - Head Office | OR Royalties International Ltd. |
| 1100 av. des Canadiens-de-Montréal | Cumberland House |
| Suite 300 | 1 Victoria Street |
| Montréal, Québec, Canada H3B 2S2 | Hamilton HM11 |
| Tel.: (514) 940-0670 | Bermuda |
| Fax: (514) 940-0669 | Tel.: (441) 824-7474 |
| Email: info@ORroyalties.com | Fax: (441) 292-6140 |
| Web site: www.ORroyalties.com | Michael Spencer, President Brendan Pidcock, Vice President, Technical Services |
| OR Royalties Inc. - Toronto Office | |
| 100 King Street West | |
| Suite 5710 | |
| Toronto, Ontario, Canada M5X 1K1 | |
| Directors | Officers |
| Norman MacDonald, Chair | Jason Attew, President and Chief Executive Officer |
| Jason Attew, President and Chief Executive Officer | Guy Desharnais, Vice President, Project Evaluation |
| Edie Hofmeister | Iain Farmer, Vice President, Corporate Development |
| Pierre Labbé | André Le Bel, Vice President, Legal Affairs and |
| Wendy Louie | Corporate Secretary |
| Candace MacGibbon | Grant Moenting, Vice President, Capital Markets |
| David Smith | Frédéric Ruel, Vice President, Finance and Chief |
| Kevin Thomson | Financial Officer |
| Heather Taylor, Vice President, Sustainability and Communications |
|
| Qualified Person (as defined by NI 43-101) | |
| Guy Desharnais, Ph.D., P.Geo, Vice-President, Project Evaluation | |
Exchange listings - common shares
Toronto Stock Exchange: OR
New York Stock Exchange: OR
Dividend Reinvestment Plan
Information available at https://ORroyalties.com/dividends/drip/
Transfer Agents
Canada: TSX Trust Company (Canada)
United States of America: American Stock Transfer & Trust Company, LLC
Auditors
PricewaterhouseCoopers LLP1
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Jason Attew, President and Chief Executive Officer of OR Royalties Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of OR Royalties Inc. (the "issuer") for the financial year ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: February 18, 2026
| (s) Jason Attew | |
| Jason Attew President and Chief Executive Officer |
FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL
CERTIFICATE
I, Frédéric Ruel, Chief Financial Officer and Vice President, Finance of OR Royalties Inc., certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the "annual filings") of OR Royalties Inc. (the "issuer") for the financial year ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (c. V-1.1, r. 27), for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A:
(a) The fact that the issuer's other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:
(i) N/A
(ii) N/A
(iii) a business that the issuer acquired not more than 365 days before the issuer's financial year end;
(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
6. Evaluation: The issuer's other certifying officer(s) and I have
(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
(ii) N/A
7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1st, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.
Date: February 18, 2026
| (s) Frédéric Ruel | |
| Frédéric Ruel Chief Financial Officer and Vice President, Finance |
OR ROYALTIES DECLARES FIRST QUARTER 2026 DIVIDEND
(Montreal, February 18, 2026) - OR Royalties Inc. (the "Company" or "OR Royalties") (OR: TSX & NYSE) is pleased to announce that the Board of Directors has approved a first quarter 2026 dividend of US$0.055 per common share. The dividend will be paid on April 15, 2026 to shareholders of record as of the close of business on March 31, 2026. This dividend is an "eligible dividend" as defined in the Income Tax Act (Canada).
For shareholders residing in Canada, the Canadian dollar equivalent will be determined based on the daily rate published by the Bank of Canada on March 31, 2026.
The Company also wishes to remind its non-registered beneficial shareholders that, following its name change and assignment of a new CUSIP number, as of May 8, 2025, they may have to submit a new enrolment form in order to continue participating in the Company's dividend reinvestment plan (the "Plan") and to benefit from the 3% discount offered under the Plan.
Non-registered beneficial shareholders who wish to participate in the Plan should contact their financial advisor, broker, investment dealer, bank or other financial institution that holds their common shares to inquire about the applicable enrolment deadline and to request enrolment in the Plan.
Further information is available on the Company's website at https://orroyalties.com/dividends/drip/. Shareholders are requested to contact our transfer agent at 1-800-387-0825 (toll-free in Canada) or shareholderinquiries@tmx.com for enrolment information or any other inquiries.
Participation in the Plan does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in common shares under the Plan. Shareholders should consult their tax advisors concerning the tax implications of their participation in the Plan having regard to their particular circumstances.
This press release is not an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction.
About OR Royalties Inc.
OR Royalties is a precious metals royalty and streaming company focused on Tier-1 mining jurisdictions defined as Canada, the United States, and Australia. OR Royalties commenced activities in June 2014 with a single producing asset, and today holds a portfolio of over 195 royalties, streams and similar interests. OR Royalties' portfolio is anchored by its cornerstone asset, the 3-5% net smelter return royalty on Agnico Eagle Mines Ltd.'s Canadian Malartic Complex, one of the world's largest gold mines.
OR Royalties' head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.
| For further information, please contact OR Royalties Inc. | |
| Grant Moenting Vice President, Capital Markets Cell: (365) 275-1954 Email: gmoenting@ORroyalties.com |
Heather Taylor Vice President, Sustainability and Communications Tel: (647) 477-2087 Email: htaylor@ORroyalties.com |
Forward-looking statements
Certain statements contained in this press release may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. In this news release, these forward-looking statements may involve, but are not limited to, comments with respect to the directors and officers of the Company, information pertaining to the fact that all conditions for payment of the dividend will be met and that such dividend will continue to be an "eligible dividend" as defined in the Income Tax Act (Canada). Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including that the financial situation of the Company will remain favourable. The Company considers its assumptions to be reasonable based on information currently available, but cautions the reader that its assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risk Factors" in the most recent Annual Information Form of OR Royalties which is filed with the Canadian securities commissions and available electronically under OR Royalties' issuer profile on SEDAR+ at www.sedarplus.com and with the U.S. Securities and Exchange Commission and available electronically under OR Royalties' issuer profile on EDGAR at www.sec.gov. The forward-looking information set forth herein reflects OR Royalties' expectations as at the date of this press release and is subject to change after such date. OR Royalties disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
OR ROYALTIES REPORTS RECORD 2025 RESULTS AND PROVIDES
2026 GEO DELIVERY GUIDANCE AND NEW 5-YEAR OUTLOOK
Record annual revenues of $277.4 million
and record operating cash flows of $245.6 million
Montréal, February 18th, 2026 - OR Royalties Inc. ("OR Royalties" or the "Company") (OR: TSX & NYSE) is pleased to announce its consolidated financial results for the year-end 2025. Amounts presented are in United States dollars, except where otherwise noted.
2025 Financial Highlights
- 80,775 gold equivalent ounces ("GEOs1") earned (80,740 GEOs in 2024);
- Record revenues from royalties and streams of $277.4 million ($191.2 million in 2024);
- Record cash flows generated by operating activities of $245.6 million ($159.9 million in 2024);
- Record cash margin2 of $268.3 million or 96.7% ($184.4 million or 96.5% in 2024);
- Record net earnings of $206.1 million, $1.10 per basic share ($16.3 million, $0.09 per basic share in 2024);
- Record adjusted earnings2 of $165.5 million, $0.88 per basic share ($97.3 million, $0.52 per basic share in 2024);
- Debt-free following the full repayment of the revolving credit facility (net repayments of $94.9 million in 2025);
- Purchased for cancellation, under the normal course issuer bid, a total of 1.1 million common shares for $36.7 million (C$50.8 million; average acquisition price per share of C$47.86) in 2025;
- Cash balance of $142.1 million as at December 31, 2025; and
- Increase in the revolving credit facility to $650.0 million plus an uncommitted accordion of $200.0 million, and extension of the maturity date to May 30, 2029.
Other Highlights
- First payment received from Cardinal Namdini Mining Ltd. under the Namdini Gold Mine ("Namdini") 1.0% net smelter return ("NSR") royalty;
- First payment received from Talisker Resources Ltd. under the Bralorne 1.7% NSR royalty;
- Acquisition by OR Royalties International Ltd. ("OR Royalties International"), a wholly-owned subsidiary of the Company, of a 100% silver stream on Orla Mining Ltd.'s South Railroad project in Nevada, United States, for cash consideration of $13.0 million;
- Acquisition of a 1.5% NSR royalty from Japan Gold Corp. ("Japan Gold") on Japan Gold's wholly-controlled properties in Japan for cash consideration of $5.0 million;
- Acquisition of a basket of royalties across various projects in British Columbia, Canada, from Sable Resources Ltd. ("Sable Resources") for cash consideration of C$3.8 million ($2.8 million), as well as certain rights in relation to the future acquisition of similar interests from Sable Resources;
- Second payment of $10.0 million made by OR Royalties International on the Cascabel gold stream;
- Receipt of $49.0 million from Harmony Gold Mining Company Limited ("Harmony") for shares held by OR Royalties International upon closing of Harmony's transaction to acquire MAC Copper Limited;
- Publication of the fifth edition of the Company's sustainability report, Growing Responsibly, in addition to the OR Royalties 2025 Asset Handbook; and
- Declaration of quarterly dividends totaling $0.211 per common share (C$0.255, or US$0.182, per common share in 2024).
Subsequent to December 31, 2025
- The appointment of Mr. Kevin Thomson as an Independent Director to the Company's Board of Directors. Concurrently, OR Royalties announced that Mr. William Murray John has resigned as a director of the Company, effective immediately;
- Acquisition of an additional 1.0% NSR royalty covering the producing Namdini mine in Ghana, with an effective date of October 1, 2025. OR Royalties has closed the transaction with Savannah Mining Limited ("Savannah"), acquiring Savannah's remaining 50% interest in the 2.0% NSR royalty for total cash consideration of up to $103.5 million;
- Acquisition of a portfolio of precious metals assets from Gold Fields Limited ("Gold Fields") consisting of eight royalties for a total consideration of $115.0 million, and anchored by a 1.5% NSR royalty on Compañía de Minas Buenaventura S.A.A.'s ("Buenaventura") producing San Gabriel gold and silver mine ("San Gabriel") located in Peru; and
- Declaration of a quarterly dividend of $0.055 per common share payable on April 15, 2026 to shareholders of record as of the close of business on March 31, 2026.
Guidance for 2026 and 5-Year Outlook
2026 Guidance
OR Royalties expects GEOs earned to range between 80,000 to 90,000 in 2026 at an average cash margin of approximately 97%. For the 2026 guidance, deliveries of silver, copper, and cash royalties were converted to GEOs using commodity prices based on February 2026 consensus commodity prices and a gold/silver price ratio of 73:1.
The 2026 guidance assumes ramp-ups at both the Dalgaranga and San Gabriel mines, as well as first payments received under those gross revenue and NSR royalties from Ramelius Resources Ltd. and Buenaventura, respectively. The guidance also assumes increased payments associated with GEOs earned from the Company's 2.0% NSR royalty covering Cardinal Namdini Mining Ltd.'s Namdini mine. In addition, the guidance assumes relatively consistent year-over-year GEO deliveries from Capstone Copper Corp.'s Mantos Blancos mine. Finally, the guidance assumes conservative estimates of GEOs expected to be earned from Harmony Gold Mining Ltd.'s ("Harmony") CSA mine, as Harmony's ownership transition continues and the Harmony team continues to condition the asset for optimized performance over the long-term.
OR Royalties' 2026 guidance on royalty and stream interests is largely based on publicly available forecasts from its operating partners. When publicly available forecasts on properties are not available, OR Royalties obtains internal forecasts from the producers or uses management's best estimate.
5-Year Outlook
OR Royalties expects its portfolio to generate between 120,000 and 135,000 GEOs in 2030. The outlook assumes the commencement of production at Gold Fields' Windfall, South32 Limited's Hermosa/Taylor Osisko Development Corp.'s Cariboo, Solidus Resources LLC's Spring Valley, United Gold's Amulsar and Orla Mining Ltd.'s South Railroad projects, respectively. It also assumes increased production from certain other operators that are advancing expansions including Alamos Gold Inc.'s Island Gold District Expansion, amongst others. The 5-year outlook assumes there will be no GEO contribution from the Eagle Gold mine, which remains in receivership.
Beyond this growth profile, OR Royalties owns several other growth assets, which have not been factored into the 5-year outlook, as their respective development timelines are either longer, or difficult to reasonably forecast at this time. As these operators provide additional clarity on these respective assets, OR Royalties will seek to include them in future long-term outlooks.
The 5-year outlook is based on internal judgements of publicly available forecasts and other disclosures by the third-party owners and operators of the Company's assets and could differ materially from actual results. When publicly available forecasts on properties are not available, OR Royalties obtains internal forecasts from the operators or uses management's best estimate. The commodity price assumptions that were used in the 5-year outlook are based on current long-term consensus and a gold/silver price ratio of 82:1.
This 5-year outlook replaces the 5-year outlook previously released in February 2025, the latter of which should be considered as withdrawn. Investors should not use the current 5-year outlook to extrapolate forecast results to any year within the 5-year period (2026-2030).
Management Commentary
Jason Attew, President & CEO of OR Royalties commented: "2025 was a landmark year for OR Royalties, delivering a 'triple crown' of records in revenues, cash flow, and earnings. We closed the year debt-free, providing the Company with the financial flexibility to add to our already peer-leading growth profile. Our 2026 guidance reflects the immediate benefit of production ramp-ups at Namdini, Dalgaranga, and San Gabriel, all of which serve to offset ongoing transitional impacts at CSA. Our long-term thesis remains best-in-class: with fully-financed mine expansions and new builds coming online starting in 2027, we are positioned to deliver 50% GEO growth by 2030."
Q4 AND YEAR-END 2025 RESULTS CONFERENCE CALL AND WEBCAST DETAILS
| Conference Call: | Thursday, February 19th, 2026 at 10:00am ET |
| Dial-in Numbers: (Option 1) |
North American Toll-Free: 1 (800) 717-1738 Local - Montreal: 1 (514) 400-3792 Local - Toronto: 1 (289) 514-5100 Local - New York: 1 (646) 307-1865 Conference ID: 83967 |
| Webcast link: (Option 2) |
https://viavid.webcasts.com/starthere.jsp?ei=1748335&tp_key=ffb84495c6 |
| Replay (available until Thursday, March 19th, 2026 at 11:59pm ET): | North American Toll-Free: 1 (888) 660-6264 Local - Toronto: 1 (289) 819-1325 Local - New York: 1 (646) 517-3975 Playback Passcode: 83967# |
| Replay also available on our website at www.ORroyalties.com |
Qualified Person
The scientific and technical content of this news release has been reviewed and approved by Guy Desharnais, Ph.D., P.Geo., Vice President, Project Evaluation at OR Royalties Inc., who is a "qualified person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
About OR Royalties Inc.
OR Royalties is a precious metals royalty and streaming company focused on Tier-1 mining jurisdictions defined as Canada, the United States, and Australia. OR Royalties commenced activities in June 2014 with a single producing asset, and today holds a portfolio of over 195 royalties, streams and similar interests. OR Royalties' portfolio is anchored by its cornerstone asset, the 3-5% net smelter return royalty on Agnico Eagle Mines Ltd.'s Canadian Malartic Complex, one of the world's largest gold mines.
OR Royalties' head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.
| For further information, please contact OR Royalties Inc.: | |
| Grant Moenting Vice President, Capital Markets Cell: (365) 275-1954 Email: gmoenting@ORroyalties.com |
Heather Taylor Vice President, Sustainability and Communications Tel: (647) 477-2087 Email: htaylor@ORroyalties.com |
Notes:
(1) Gold Equivalent Ounces
GEOs are calculated on a quarterly basis and include royalties and streams. Silver ounces and copper tonnes earned from royalty and stream agreements are converted to gold equivalent ounces by multiplying the silver ounces or copper tonnes earned by the average silver price per ounce or copper price per tonne for the period and dividing by the average gold price per ounce for the period. Cash royalties, other metals and commodities are converted into gold equivalent ounces by dividing the associated revenue by the average gold price per ounce for the period.
Average Metal Prices and Exchange Rate
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Gold (i) | $ | 4,135 | $ | 2,663 | $ | 3,432 | $ | 2,386 | ||||
| Silver (ii) | $ | 54.73 | $ | 31.38 | $ | 40.03 | $ | 28.27 | ||||
| Copper (iii) | $ | 11,092 | $ | 9,193 | $ | 9,945 | $ | 9,147 | ||||
| Exchange rate (C$/US$) (iv) | 0.7170 | 0.7154 | 0.7157 | 0.730 | ||||||||
(i) The average price represents the London Bullion Market Association's PM price in U.S. dollars per ounce.
(ii) The average price represents the London Bullion Market Association's price in U.S. dollars per ounce.
(iii) The average price represents the London Metal Exchange's price in U.S. dollars per tonne.
(iv) Bank of Canada daily rate.
(2) Non-IFRS Measures
Cash Margin (in dollars and in percentage of revenues)
Cash margin in dollars and in percentage of revenues are non-IFRS financial measures. Cash margin (in dollars) is defined by OR Royalties as revenues less cost of sales (excluding depletion). Cash margin (in percentage of revenues) is obtained by dividing the cash margin (in dollars) by the revenues.
Management uses cash margin in dollars and in percentage of revenues to evaluate OR Royalties' ability to generate positive cash flow from its royalty, stream and other interests. Management and certain investors also use this information, together with measures determined in accordance with IFRS Accounting Standards such as gross margin and operating cash flows, to evaluate OR Royalties' performance relative to peers in the mining industry who present these measures on a similar basis. Cash margin in dollars and in percentage of revenues are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of the cash margin (in thousands of dollars and in percentage of revenues) is presented below:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Royalty interests | ||||||||||||
| Revenues | 55,555 | 35,349 | 177,264 | 130,375 | ||||||||
| Less: cost of sales (excluding depletion) | (134 | ) | (180 | ) | (701 | ) | (413 | ) | ||||
| Cash margin (in dollars) | 55,421 | 35,169 | 176,563 | 129,962 | ||||||||
| Depletion | (4,419 | ) | (2,160 | ) | (13,234 | ) | (12,208 | ) | ||||
| Gross profit | 51,002 | 33,009 | 163,329 | 117,754 | ||||||||
| Stream interests | ||||||||||||
| Revenues | 34,910 | 21,393 | 100,106 | 60,782 | ||||||||
| Less: cost of sales (excluding depletion) | (2,435 | ) | (2,001 | ) | (8,414 | ) | (6,325 | ) | ||||
| Cash margin (in dollars) | 32,475 | 19,392 | 91,692 | 54,457 | ||||||||
| Depletion | (5,835 | ) | (7,315 | ) | (22,536 | ) | (20,399 | ) | ||||
| Gross profit | 26,640 | 12,077 | 69,156 | 34,058 | ||||||||
| Royalty and stream interests Total cash margin (in dollars) |
87,896 | 54,561 | 268,255 | 184,419 | ||||||||
| Divided by: total revenues | 90,465 | 56,742 | 277,370 | 191,157 | ||||||||
| Cash margin (in percentage of revenues) | 97.2% | 96.2% | 96.7% | 96.5% | ||||||||
| Total - Gross profit | 77,642 | 45,086 | 232,485 | 151,812 | ||||||||
Adjusted earnings and adjusted earnings per basic share
Adjusted earnings and adjusted earnings per basic share are non-IFRS financial measures and are defined by OR Royalties by excluding the following items from net earnings (loss) and net earnings (loss) per share: foreign exchange gains (losses), impairment charges and reversals related to royalty, stream and other interests, changes in allowance for expected credit losses, write-offs and impairments of investments, gains (losses) on disposal of assets, gains (losses) on investments, share of income (loss) of associates, transaction costs and other items such as non-cash gains (losses), as well as the impact of income taxes on these items. Adjusted earnings per basic share is obtained from the adjusted earnings divided by the weighted average number of common shares outstanding for the period.
Management uses adjusted earnings and adjusted earnings per basic share to evaluate the underlying operating performance of OR Royalties as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its consolidated financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net earnings (loss) and net earnings (loss) per basic share, investors and analysts use adjusted earnings and adjusted earnings per basic share to evaluate the results of the underlying business of OR Royalties, particularly since the excluded items are typically not included in OR Royalties' annual guidance. While the adjustments to net earnings (loss) and net earnings (loss) per basic share in these measures include items that are both recurring and non-recurring, management believes that adjusted earnings and adjusted net earnings per basic share are useful measures of OR Royalties' performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of the core operating results from period to period, are not always reflective of the underlying operating performance of the business and/or are not necessarily indicative of future operating results. Adjusted net earnings and adjusted net earnings per basic share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
A reconciliation of net earnings to adjusted net earnings is presented below:
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands of dollars, except per share amounts) |
$ | $ | $ | $ | ||||||||
| Net earnings | 65,245 | 7,105 | 206,088 | 16,267 | ||||||||
| Adjustments: | ||||||||||||
| Impairment of royalty, stream and other interests | - | - | 5,495 | 49,558 | ||||||||
| Foreign exchange loss (gain) | 480 | 1,771 | (645 | ) | 4,424 | |||||||
| Share of loss of associates | - | 9,491 | 14,178 | 30,025 | ||||||||
| Changes in allowance for expected credit losses and write-offs | - | - | - | (1,399 | ) | |||||||
| (Gain) loss on investments | (5,681 | ) | 11,322 | (5,315 | ) | 11,319 | ||||||
| Gain on deemed disposal of an associate | - | - | (54,439 | ) | - | |||||||
| Reclassification of accumulated other comprehensive loss to the statement of income on the deemed disposal of an associate | - | - | 1,147 | - | ||||||||
| Tax impact of adjustments | (446 | ) | 164 | (1,032 | ) | (12,920 | ) | |||||
| Adjusted earnings | 59,598 | 29,853 | 165,477 | 97,274 | ||||||||
| Weighted average number of common shares outstanding (000's) | 188,050 | 186,747 | 187,775 | 186,290 | ||||||||
| Adjusted earnings per basic share | 0.32 | 0.16 | 0.88 | 0.52 | ||||||||
Forward-looking Statements
Certain statements contained in this press release may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements in this press release, forward-looking statements are statements other than statements of historical fact, that address, without limitation, future events, production estimates of OR Royalties' assets (including increase of production), the 2025 guidance and the 5-year outlook, timely developments of mining properties over which OR Royalties has royalties, streams, offtakes and investments, management's expectations regarding OR Royalties' growth, results of operations, estimated future revenues, production costs, carrying value of assets, ability to continue to pay dividend, requirements for additional capital, business prospects and opportunities future demand for and fluctuation of prices of commodities (including outlook on gold, silver, diamonds, other commodities) currency markets and general market conditions. In addition, statements and estimates (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions or variations (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, most of which are beyond the control of OR Royalties, and actual results may accordingly differ materially from those in forward-looking statements. Such risk factors include, without limitation, (i) with respect to properties in which OR Royalties holds a royalty, stream or other interest; risks related to: (a) the operators of the properties, (b) timely development, permitting, construction, commencement of production, ramp-up (including operating and technical challenges), (c) differences in rate and timing of production from resource estimates or production forecasts by operators, (d) differences in conversion rate from resources to reserves and ability to replace resources, (e) the unfavorable outcome of any challenges or litigation relating title, permit or license, (f) hazards and uncertainty associated with the business of exploring, development and mining including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks; with respect to external factors: (a) fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by OR Royalties, (b) a trade war or new tariff barriers, (c) fluctuations in the value of the Canadian dollar relative to the U.S. dollar, (d) regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which OR Royalties holds a royalty, stream or other interest are located or through which they are held, (e) continued availability of capital and financing and general economic, market or business conditions, and (f) responses of relevant governments to the infectious diseases outbreaks and the effectiveness of such response and the potential impact of infectious diseases outbreaks on OR Royalties' business, operations and financial condition; with respect to internal factors: (a) business opportunities that may or not become available to, or are pursued by OR Royalties or (b) the integration of acquired assets. The forward-looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the absence of significant change in the Corporation's ongoing income and assets relating to determination of its Passive Foreign Investment Company ("PFIC") status; the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended and, with respect to properties in which OR Royalties holds a royalty, stream or other interest, (i) the ongoing operation of the properties by the owners or operators of such properties in a manner consistent with past practice and with public disclosure (including forecast of production), (ii) the accuracy of public statements and disclosures made by the owners or operators of such underlying properties (including expectations for the development of underlying properties that are not yet in production), (iii) no adverse development in respect of any significant property, (iv) that statements and estimates relating to mineral reserves and resources by owners and operators are accurate and (v) the implementation of an adequate plan for integration of acquired assets.
For additional information on risks, uncertainties and assumptions, please refer to the most recent Annual Information Form of OR Royalties filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. OR Royalties cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. OR Royalties believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be accurate as actual results and prospective events could materially differ from those anticipated such the forward-looking statements and such forward-looking statements included in this press release are not guarantee of future performance and should not be unduly relied upon. These statements speak only as of the date of this press release. OR Royalties undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
| OR Royalties Inc. |
| Consolidated Balance Sheets |
| As at December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash | 142,131 | 59,096 | ||||
| Amounts receivable | 3,227 | 3,106 | ||||
| Other assets | 2,326 | 1,612 | ||||
| 147,684 | 63,814 | |||||
| Non-current assets | ||||||
| Investments in associates | - | 43,262 | ||||
| Other investments | 189,260 | 74,043 | ||||
| Royalty, stream and other interests | 1,140,026 | 1,113,855 | ||||
| Goodwill | 81,134 | 77,284 | ||||
| Other assets | 8,375 | 5,376 | ||||
| 1,566,479 | 1,377,634 | |||||
| Liabilities | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 7,477 | 5,331 | ||||
| Dividends payable | 10,293 | 8,433 | ||||
| Income tax liabilities | 13,655 | - | ||||
| Lease liabilities | 1,207 | 852 | ||||
| 32,632 | 14,616 | |||||
| Non-current liabilities | ||||||
| Lease liabilities | 3,795 | 3,931 | ||||
| Long-term debt | - | 93,900 | ||||
| Deferred income taxes | 98,011 | 76,234 | ||||
| 134,438 | 188,681 | |||||
| Equity | ||||||
| Share capital | 1,688,122 | 1,675,940 | ||||
| Contributed surplus | 65,873 | 63,567 | ||||
| Accumulated other comprehensive loss | (51,780 | ) | (141,841 | ) | ||
| Deficit | (270,174 | ) | (408,713 | ) | ||
| 1,432,041 | 1,188,953 | |||||
| 1,566,479 | 1,377,634 |
| OR Royalties Inc. |
| Consolidated Statements of Income |
| For the three months and the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars, except per share amounts) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Revenues | 90,465 | 56,742 | 277,370 | 191,157 | ||||||||
| Cost of sales | (2,569 | ) | (2,181 | ) | (9,115 | ) | (6,738 | ) | ||||
| Depletion | (10,254 | ) | (9,475 | ) | (35,770 | ) | (32,607 | ) | ||||
| Gross profit | 77,642 | 45,086 | 232,485 | 151,812 | ||||||||
| Other operating expenses | ||||||||||||
| General and administrative | (5,134 | ) | (4,209 | ) | (20,932 | ) | (18,298 | ) | ||||
| Business development | (2,372 | ) | (1,987 | ) | (9,293 | ) | (5,632 | ) | ||||
| Impairment of royalty, stream and other interests | - | - | (5,495 | ) | (49,558 | ) | ||||||
| Operating income | 70,136 | 38,890 | 196,765 | 78,324 | ||||||||
| Interest income | 1,743 | 1,144 | 4,021 | 4,153 | ||||||||
| Finance costs | (735 | ) | (1,466 | ) | (4,475 | ) | (7,966 | ) | ||||
| Foreign exchange (loss) gain | (480 | ) | (1,771 | ) | 645 | (4,424 | ) | |||||
| Share of loss of associates | - | (9,491 | ) | (14,178 | ) | (30,025 | ) | |||||
| Other gains (losses), net | 5,681 | (11,322 | ) | 58,607 | (9,920 | ) | ||||||
| Earnings before income taxes | 76,345 | 15,984 | 241,385 | 30,142 | ||||||||
| Income tax expense | (11,100 | ) | (8,879 | ) | (35,297 | ) | (13,875 | ) | ||||
| Net earnings | 65,245 | 7,105 | 206,088 | 16,267 | ||||||||
| Net earnings per share | ||||||||||||
| Basic | 0.35 | 0.04 | 1.10 | 0.09 | ||||||||
| Diluted | 0.34 | 0.04 | 1.09 | 0.09 | ||||||||
| OR Royalties Inc. |
| Consolidated Statements of Cash Flows |
| For the three months and the years ended December 31, 2025 and 2024 |
| (tabular amounts expressed in thousands of U.S. dollars) |
| Three months ended December 31, |
Years ended December 31, |
|||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| $ | $ | $ | $ | |||||||||
| Operating activities | ||||||||||||
| Net earnings | 65,245 | 7,105 | 206,088 | 16,267 | ||||||||
| Adjustments for: | ||||||||||||
| Share-based compensation | 2,072 | 1,438 | 8,388 | 6,238 | ||||||||
| Depletion and amortization | 10,556 | 9,713 | 36,990 | 33,572 | ||||||||
| Impairment of royalty, stream and other interests | - | - | 5,495 | 49,558 | ||||||||
| Changes in expected credit losses of other investments | - | - | - | (1,399 | ) | |||||||
| Share of loss of associates | - | 9,491 | 14,178 | 30,025 | ||||||||
| Change in fair value of financial assets at fair value through profit and loss | (5,681 | ) | (340 | ) | (5,315 | ) | (343 | ) | ||||
| Net loss on dilution of investments in associates | - | 9,300 | - | 9,300 | ||||||||
| Gain on deemed disposal of an associate | - | - | (54,439 | ) | - | |||||||
| Reclassification to the statement of income of other comprehensive loss on the deemed disposal of an investment in associate | - | - | 1,147 | - | ||||||||
| Foreign exchange loss (gain) | 436 | (555 | ) | (734 | ) | 4,428 | ||||||
| Deferred income tax expense | 4,759 | 5,150 | 18,664 | 11,183 | ||||||||
| Other | (28 | ) | 111 | 168 | 2,973 | |||||||
| Net cash flows provided by operating activities before changes in non-cash working capital items | 77,359 | 35,195 | 230,630 | 161,802 | ||||||||
| Changes in non-cash working capital items | 6,179 | (631 | ) | 14,966 | (1,877 | ) | ||||||
| Net cash flows provided by operating activities | 83,538 | 34,564 | 245,596 | 159,925 | ||||||||
| Investing activities | ||||||||||||
| Acquisitions of short-term investments | - | (650 | ) | - | (5,333 | ) | ||||||
| Acquisitions of investments | (240 | ) | - | (12,599 | ) | - | ||||||
| Proceeds on disposal of investments | 49,000 | - | 49,805 | 3,847 | ||||||||
| Acquisitions of royalty, stream and other interests | (10 | ) | (62,927 | ) | (36,879 | ) | (10,522 | ) | ||||
| Proceeds on the exercise of a buy-down right | - | - | 2,051 | - | ||||||||
| Other | (182 | ) | (26 | ) | (1,026 | ) | (31 | ) | ||||
| Net cash flows provided by (used in) investing activities | 48,568 | (63,603 | ) | 1,352 | (12,039 | ) | ||||||
| Financing activities | ||||||||||||
| Increase in long-term debt | - | 35,000 | 10,437 | 35,000 | ||||||||
| Repayment of long-term debt | - | - | (105,372 | ) | (84,721 | ) | ||||||
| Exercise of share options and shares issued under the share purchase plan | 222 | 3,335 | 11,736 | 9,558 | ||||||||
| Normal course issuer bid purchase of common shares | (36,673 | ) | - | (36,673 | ) | (428 | ) | |||||
| Dividends paid | (9,698 | ) | (7,687 | ) | (34,861 | ) | (30,650 | ) | ||||
| Withholding taxes on settlement of restricted and deferred share units | (48 | ) | - | (6,512 | ) | (2,442 | ) | |||||
| Other | (265 | ) | (207 | ) | (2,101 | ) | (1,185 | ) | ||||
| Net cash flows (used in) provided by financing activities | (46,462 | ) | 30,441 | (163,346 | ) | (74,868 | ) | |||||
| Increase in cash before effects of exchange rate changes on cash | 85,644 | 16,603 | 83,602 | 9,415 | ||||||||
| Effects of exchange rate changes on cash | (555 | ) | (873 | ) | (567 | ) | (1,523 | ) | ||||
| Net increase in cash | 85,089 | 15,730 | 83,035 | 7,892 | ||||||||
| Cash - beginning of period | 57,042 | 43,366 | 59,096 | 51,204 | ||||||||
| Cash - end of period | 142,131 | 59,096 | 142,131 | 59,096 | ||||||||