Mill v. Orogenic Gold Corp.
Richard Mill
Law Firm / Organization
Ascendion Law
Orogenic Gold Corp.
Law Firm / Organization
Lawson Lundell LLP

Background:
In 2018, Mill, as CEO and director of Orogenic, signed an option agreement to transfer his mineral claims to Orogenic in exchange for shares. However, Mill failed to transfer the claims and negotiated with third parties instead. Orogenic’s shareholders later removed him as a director, and Orogenic sued for breach of contract.

Legal Arguments/Issues:
Mill argued that:

  • The chambers judge erred by ordering specific performance rather than damages.
  • Orogenic did not meet its IPO obligations, voiding the contract.

The court held that:

  • Specific performance was justified due to the unique nature and difficulty of valuing the mineral claims.
  • The extension of the term was valid, given Mill's breach interfered with Orogenic’s IPO efforts.

Judgment and Award:
The British Columbia Court of Appeal upheld the original decision, dismissing Mill’s appeal. The judgment confirmed that specific performance was an appropriate remedy and extended the option agreement's deadline to 2028.

Court of Appeals for British Columbia
CA49146
Corporate & commercial law
Respondent