Triple Flag Precious Metals Corp. (with its subsidiaries, “Triple Flag” or the “Company”) (TSX: TFPM, NYSE: TFPM) and Maverix Metals Inc. (TSX: MMX and NYSE American: MMX) (“Maverix”) are pleased to announce the
successful completion of the previously announced acquisition of Maverix by Triple Flag by way of a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
In aggregate, Triple Flag issued 45.1 million common shares of the Company (the “Triple Flag Shares”) and paid US$86.7 million to former Maverix shareholders. The Triple Flag Shares issued pursuant to the Arrangement are
expected to be listed and posted for trading on the Toronto Stock Exchange and New York Stock Exchange. With the completion of the Arrangement, existing Triple Flag and former Maverix shareholders are expected to own approximately 78% and 22% of the pro forma outstanding shares of Triple Flag, respectively.
As a result of the Arrangement, the common shares of Maverix will be delisted from the Toronto Stock Exchange and the NYSE American shortly after the date hereof. Maverix will apply to the Canadian securities regulators for
it to cease to be a reporting issuer in the applicable jurisdictions, and Maverix will deregister its shares under
Section 12 of the U.S. Securities Exchange Act of 1934, as amended.
Shaun Usmar, Founder and CEO of Triple Flag, said: “We are extremely pleased to have completed this transaction,
which solidifies Triple Flag as the leading gold-focused emerging senior streaming and royalty company. Maverix’s
highly diversified portfolio of 148 royalties and streams complements our strong pre-existing portfolio and provides
increased scale, meaningful immediate cash flow and gold-equivalent ounce accretion as well as additional
exposure to significant future organic growth.”
“I would also like to thank the Maverix board and management team, along with my own board and team, for the
hard work and dedication that delivered this valuable combination for our shareholders, and welcome the new
shareholders of Triple Flag. As previously reported, the Arrangement was approved by 98.4% of the votes cast by
Maverix shareholders, clearly demonstrating strong support for the merits of the transaction. We appreciate this
endorsement and look forward to continuing to build out the new Triple Flag in the future.”
Transaction Highlights
We believe the Arrangement will provide the following benefits:
? Strategic and Synergistic Combination:
? Solidifies Triple Flag’s position as the fourth-largest senior streaming and royalty company,
meaningfully increasing net asset value (“NAV”).
? Expected to be accretive on a per share basis to both NAV and cash flow.
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? Creates a company with greater scale and an immediate increase in GEOs, underpinned by highquality assets and operators.
? Provides enhanced asset diversification, a peer-leading growth profile, and portfolio optionality.
? Yields meaningful and tangible synergies.
? Pure Play Precious Metals Portfolio:
? Combines two high-quality, precious-metals-focused streaming and royalty portfolios.
? Creates a pure play portfolio with 98% of NAV comprised of streams and royalties and 93%
comprised of gold and silver.
? Features assets located in mining-friendly jurisdictions, with 64% of NAV located in Australia and
North America and 18% in Latin America.
? Enhanced Shareholder Base and Market Presence:
? Benefits from a supportive and knowledgeable shareholder base, combining the cornerstone
stakeholders of both companies including Elliott Investment Management L.P., Newmont
Corporation and Pan American Silver Corp.
? Increases shareholder diversification.
? Enhances capital markets presence and trading liquidity.
? MarketVector Indexes GmbH (“MVIS”) has replaced Maverix with Triple Flag in their Global Junior
Gold Miners Index (“GDXJ”) in connection with the acquisition of Maverix.
? Premium Valuation:
? Combines scale, diversity, growth and upside optionality, with a peer-leading 1.4% dividend yield,
warranting a premium valuation.
? Well-positioned to compete and increase value.
? Director Changes:
? Mr. Blake Rhodes and Mr. Geoff Burns will be joining the Board of Directors of Triple Flag.
Management Changes
Triple Flag is pleased to announce that Warren Beil will be joining Triple Flag from Maverix as General Counsel,
and James Dendle is being promoted to the position of Senior Vice President, Corporate Development.
Mr. Beil is a practicing corporate and securities lawyer, skilled in advising companies operating in the mining and
natural resource sectors. Mr. Beil’s expertise includes securities law, regulatory and stock exchange compliance,
capital markets transactions, including mergers and acquisitions, public offerings, asset purchases, options and
joint ventures and stock exchange listings. Prior to joining Maverix, Mr. Beil was the Vice President, Legal for two
gold exploration companies. Mr. Beil began his career in private practice with a preeminent national law firm.
After leaving private practice, Mr. Beil served as the General Counsel to a private venture capital company focused
on the mining and natural resource sectors. Mr. Beil holds a Juris Doctor from the University of Toronto and a Juris
Doctor, with Honors, from Bond University on the Gold Coast of Australia. Mr. Beil is a practicing member of the
Law Society of British Columbia.
“I would like to welcome Warren to the Triple Flag team and congratulate James on his well-deserved promotion.
We appreciate and acknowledge the Maverix management team’s continued cooperation in integrating our two
businesses in a seamless manner and value the continuity offered through Warren joining the Triple Flag team, in
addition to the two experienced Maverix directors joining our board.” commented Shaun Usmar.
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Director Changes
“I am very pleased that Geoff Burns and Blake Rhodes will be joining the Triple Flag board from Maverix.”
commented Dawn Whittaker, Chair of the Board. “Geoff has a distinguished mining career, most recently as cofounder and Chair of the Board of Maverix. Blake has served on the Maverix board for over 4 years, playing a key
role in its rapid growth, and has held a number of different roles as an executive with Newmont Mining
Corporation, the world’s largest gold company. I welcome the addition of Geoff and Blake to the Triple Flag board.”
Mr. Burns co-founded Maverix Metals Inc. in 2016 and has served as the Chair of Maverix’s Board of Directors
since its inception until its sale to Triple Flag in 2023. Previously, he served as President and CEO of Pan American
Silver Corp. for 12 years, and was also a member of the Board of Directors. In his over 35 years in the precious
metals mining industry, Mr. Burns has gathered extensive experience throughout North and South America in
both mine operations and project development, having participated in multiple mine development and
construction projects from feasibility study through continuous operation. Throughout his career he has led or
been a part of numerous capital market transactions raising more than $1.3 billion in equity, debt and convertible
debt, while completing M&A transactions in excess of $3.0 billion. Mr. Burns holds a BSc. degree in Geology from
McMaster and an MBA from York University.
Mr. Rhodes retired from Newmont Corporation in April 2022, where he was the Senior Vice President of Strategic
Development and a member of the executive leadership team. Mr. Rhodes’ career at Newmont spanned over 25
years, during which he served in a legal capacity as General Counsel, in operations as Senior Vice President of
Indonesia, and led Newmont’s mergers and acquisitions team as SVP of Strategic Development. Mr. Rhodes has
extensive transactional and international business experience, having worked and lived in Jakarta, Adelaide, and
Singapore, and played key roles in Newmont’s significant transactions, including the acquisition of Goldcorp Inc.
and the formation of the Nevada Gold Mines joint venture. He graduated from Iowa State University with a
Bachelor’s degree in Business Administration and holds a Doctor of Jurisprudence degree from the University of
Pennsylvania.
Triple Flag also announces that Director Sir Michael (“Mick”) Davis has stepped down from the Board.
“On behalf of the Board, I would like to thank Mick for his insights and many contributions to Triple Flag as a
director and in his role as Chair of the Compensation and ESG Committee,” commented Mrs. Whittaker. “While
Mick’s growing personal and professional commitments prevent him from continuing on our board, we had the
benefit of Mick’s extensive commercial and executive management experience during the Company’s transition to
the public markets. We thank Mick sincerely for his invaluable service to the Company and wish him well in his
future endeavors.”
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About Triple Flag
Triple Flag is a pure play, gold-focused, emerging senior streaming and royalty company. We offer bespoke
financing solutions to the metals and mining industry with exposure primarily to gold and silver in the Americas
and Australia, with a total of 229 assets, including 15 streams and 214 royalties. These investments are tied to
mining assets at various stages of the mine life cycle, including 29 producing mines and 200 development and
exploration stage projects. Triple Flag is listed on the Toronto Stock Exchange and New York Stock Exchange, under
the ticker “TFPM”.
Contact Information – Inquiries:
Investor Relations:
James Dendle
Senior Vice President, Corporate Development
Tel: +1 (416) 304-9770
Email: ir@tripleflagpm.com
Media:
Gordon Poole, Camarco
Tel: +44 (0) 7730 567 938
Email: tripleflag@camarco.co.uk