Triple Flag Precious Metals Corp. (TSX:TFPM) executed a proposal to acquire Maverix Metals Inc. (TSX:MMX) from Newmont Corporation (NYSE:NEM), Pan American Silver Corp. (TSX:PAAS), Kinross Gold Corporation (TSX:K) and others on October 17, 2022. Triple Flag Precious Metals Corp. entered into a definitive agreement to acquire Maverix Metals Inc. from Newmont Corporation, Pan American Silver Corp., Kinross Gold Corporation and others for approximately $590 million on November 9, 2022. Pursuant to the transaction, Maverix shareholders may elect to receive either $3.92 in cash or 0.360 of a Triple Flag share per Maverix share held, representing share consideration of $3.92 per Maverix share. The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share. Upon completion of the Transaction, existing Triple Flag and Maverix shareholders would own approximately 78% and 22% of the combined company, respectively, on a fully diluted basis. The combined company will continue as Triple Flag Precious Metals Corp., headquartered in Toronto, Ontario, and will be led by Shaun Usmar as Chief Executive Officer. Following the completion of the transaction, it is expected that Geoff Burns, founder and Chair of Maverix, and another nominee of Maverix will join the Triple Flag board of directors. Maverix will pay a termination fee of approximately $24 million under certain circumstances.

The transaction is subject to approval by the shareholders of Maverix, regulatory and court approvals, and other customary closing conditions. Triple Flag has obtained the written consent for the transaction of shareholders of Triple Flag holding greater than 50% of the issued and outstanding common shares of Triple Flag. The Board of Directors of Triple Flag and the Board of Directors of Maverix have unanimously approved the transaction. As of November 30, 2022, the Ontario Superior Court of Justice has granted an interim order in connection with the agreement. The Maverix shareholders meeting is scheduled on January 12, 2023. Maverix shareholders approved the arrangement at a special meeting of shareholders held on January 12, 2023. Triple Flag also reports that the Canadian Competition Bureau has issued a “no action” letter clearing the Arrangement under Canadian competition law. As well, the waiting period in respect of the filing under the U.S. Hart-Scott-Rodino Antitrust Act Improvements Act of 1976, as amended, has expired. The completion of the Arrangement is subject to final approval of the Arrangement by the Ontario Superior Court of Justice (Commercial List) and the satisfaction or waiver of the other customary conditions to completion of the Arrangement. As of January 17, 2023, the Ontario Superior Court of Justice (Commercial List) has granted a final order approving the acquisition of Maverix by Triple Flag Precious Metals Corp. The transaction is expected to close in January 2023. Triple Flag and Maverix are working towards an expeditious closing of the Arrangement slated to occur prior to the end of January. The Arrangement is expected to be effected on or about January 19, 2023.The transaction is expected to be accretive on a NAV-per-share and cash-flow-per-share basis.

National Bank Financial is acting as financial advisor to Triple Flag and Torys LLP is acting as legal counsel to Triple Flag. Raymond James and CIBC World Markets, Inc. acting as financial advisors to Maverix and Blake, Cassels & Graydon LLP and Davis Graham & Stubbs LLP are acting as Canadian and U.S. legal counsel, respectively to Maverix. Raymond James Ltd. and CIBC Capital Markets acted as fairness opinion providers to Maverix. TSX Trust Company acted as depositary and transfer agent to Maverix Metals. The transfer agent and registrar for the Triple Flag is Computershare Investor Services Inc. Maverix has engaged Laurel Hill Advisory Group, as Proxy Solicitation Agent, to assist in the solicitation of proxies with respect to the matters to be considered at the Meeting. For these services, Laurel Hill will receive a CAD 100,000 ($74,771.37) fee plus reimbursement of its reasonable expenses. Mark McAleer, Emma Tirabosco and Lennard Bremer of Allens advised Triple Flag Precious Metals Corp. on Australian aspects.

Triple Flag Precious Metals Corp. (TSX:TFPM) completed the acquisition of Maverix Metals Inc. (TSX:MMX) from Newmont Corporation (NYSE:NEM), Pan American Silver Corp. (TSX:PAAS), Kinross Gold Corporation (TSX:K) and others on January 19, 2023. 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. Effective on closing of the transaction, the board of directors of Triple Flag consists of: Dawn Whittaker (Chair), Susan Allen, Tim Baker, Geoffrey Burns, Mark Cicirelli, Peter O'Hagan, Blake Rhodes and Shaun Usmar.