Evrim Resources Corp. (TSXV:EVM) entered into agreement to acquire Renaissance Gold Inc. (TSXV:REN) in a merger of equals transaction for $23.2 million on June 9, 2020. Under the terms of the agreement, each Renaissance share will be exchanged for 1.2448 Evrim shares, which will result in Renaissance and Evrim shareholders each holding 50% of the issued and outstanding shares of the combined entity to be named Orogen Royalties Inc. The agreement includes customary provisions, including non-solicitation of alternative transactions, a right to match superior proposals and a $1 million reciprocal termination fee payable under certain circumstances. Bob Felder will take on the role of Senior Vice President to facilitate a smooth transition and contribute to the future success of Orogen. Following the completion of the transaction, the new Board of Directors will be comprised of four directors, two each from Evrim and Renaissance. Orogen Royalties Inc. will be headquartered in Vancouver, B.C. and will be led by Paddy Nicol as President & Chief Executive Officer and Paul van Eeden as Chairman. David Caulfield will join Orogen from Evrim as Director and Robert Felder and Tim Janke joining as Directors from Renaissance. If the arrangement is completed, it is anticipated that J. Patrick Nicol and John Thompson will resign as board members. In addition, the intended retention of Evrim's Technical team will encourage continued exploration of Evrim's existing mineral exploration projects. Further, Evrim has covenanted to not terminate any full-time employees of Renaissance or its subsidiaries, except for “just cause” or due to its financial hardship, for a period of six months following the Effective Date. Operational offices will be based out of Reno, in Nevada, USA and Hermosillo in Sonora, Mexico.

Under the terms of the agreement, the transaction will be carried out by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia). The transaction is subject to receipt of the TSX Venture Exchange, regulatory, court approvals, require the approval of at least 66-2/3% of the votes cast by the security holders of Renaissance and also subject to the approval of a simple majority of votes cast by the shareholders of Evrim at its annual special meeting to be held coincident with the Renaissance special meeting in the third quarter of 2020 and other customary closing conditions. The transaction is also subject to third party consents and holders of no more than 5% of the shares of Renaissance having exercised dissent rights. The Boards of Directors of both Evrim and Renaissance have unanimously approved the transaction and recommend that shareholders vote in favour of the transaction. Dundee Goodman Merchant Partners provided a fairness opinion to the Board of Directors and the Special Committee of independent directors of Renaissance, stating that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the shareholders of Renaissance under the transaction is fair, from a financial point of view, to the shareholders of Renaissance. On July 8, 2020, Renaissance obtained the interim order of the court providing for the calling and holding of the meeting of Renaissance and other procedural matters and filed a Notice of Hearing of Petition to approve the arrangement. The Court hearing in respect of the final order is expected to take place on August 17, 2020, or as soon thereafter as counsel for Renaissance may be heard. An annual and special meeting of the shareholders of Evrim will be held August 12, 2020. As of August 12, 2020, shareholders of both Evrim and Renaissance approved the transaction. Completion of the merger is expected to occur on or about August 18, 2020.

Dundee Goodman Merchant Partners acted as fairness opinion to the Board of Directors and the special committee of independent directors of Renaissance, stating that as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the shareholders of Renaissance under the transaction is fair, from a financial point of view, to the shareholders of Renaissance. Jonathan Willson and John Anderson of Stikeman Elliott LLP acted as legal advisors to Renaissance Gold Inc. Alan Hutchison, Jason Comerford and Jennifer Lee of Osler, Hoskin & Harcourt LLP acted as legal advisors for Evrim. Computershare Investor Services Inc. acted as transfer agent for Evrim.

Evrim Resources Corp. (TSXV:EVM) completed the acquisition of Renaissance Gold Inc. (TSXV:REN) in a merger of equals transaction on August 18, 2020. Concurrently with the completion of the arrangement, Evrim changed its name to "Orogen Royalties Inc.". Orogen will begin trading on the TSX Venture Exchange under the symbol "OGN" on August 20, 2020.