TRIPLE FLAG AND MAVERIX TO COMBINE: BUILDING THE NEXT SENIOR PRECIOUS METALS STREAMING AND ROYALTY COMPANY Combined company to benefit from a larger, more diversified portfolio generating strong cash flows and a sector-leading organic growth profile
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News Release
November 10, 2022
TRIPLE FLAG AND MAVERIX TO COMBINE: BUILDING THE NEXT SENIOR PRECIOUS
METALS STREAMING AND ROYALTY COMPANY
Combined company to benefit from a larger, more diversified portfolio generating strong cash flows
and a sector-leading organic growth profile
All dollar figures in US dollars unless otherwise stated.
TORONTO, Ontario and VANCOUVER, British Columbia – Triple Flag Precious Metals Corp.
(TSX: TFPM and NYSE: TFPM) (“Triple Flag”) and Maverix Metals Inc. (TSX: MMX and NYSE
American: MMX) (“Maverix”) today announced that they have entered into a definitive agreement
(the “Agreement”) in which Triple Flag will acquire all of the issued and outstanding common
shares of Maverix pursuant to a Plan of Arrangement (the “Transaction”), positioning Triple Flag
as the leading emerging senior streaming and royalty company.
The Transaction will combine two complementary portfolios of predominantly gold and silver
streams and royalties, creating a company that will:
• Deliver increased scale and enhanced diversification, with 29 paying assets and 228
assets overall;
• Feature gold and silver assets in good mining jurisdictions: by net asset value (“NAV”) ,
93% of the portfolio comprises precious metals and 82% is located in the Americas and
Australia;
• Strengthen Triple Flag’s already-robust organic growth pipeline in gold equivalent ounces
(“GEOs”); and
• Target tangible pre-tax synergies of around $7 million annually.
This combination – which is expected to be accretive on a NAV-per-share and cash- flow-per-
share basis – represents a continuation of each company’s focus on building a pure play portfolio
of high-quality, precious metals streaming and royalty assets, located in good mining jurisdictions
and in the hands of responsible operators. We believe that t he combined company will benefit
from the strong cash flows of the resulting high- margin, high- growth, inflation- resilient, and
diversified portfolio.
We anticipate that t he combination with Maverix will also diversify Triple Flag’s portfolio and
shareholder base while providing a significant and immediate increase in GEOs, building on Triple
Flag’s 26% CAGR in GEOs since 2017 and providing further opportunities to grow.
Pursuant to the Transaction, Maverix shareholders may elect to receive either US$3.92 in cash
or 0.360 of a Triple Flag share per Maverix shar e held, representing share consideration of
US$3.92 per Maverix share based on the closing price of Triple Flag shares on November 9, 2022
of US$10.89 (the “Purchase Price”) . 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
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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.
The exchange ratio implies a premium of 1 0% based on the closing share prices of Triple Flag
and Maverix on the New York Stock Exchange (“NYSE”) on November 9, 2022, and a premium
of 22% based on the 10-day volume-weighted average share prices (“VWAP”) of Triple Flag and
Maverix on the NYSE as of November 9, 2022. The Purchase Price implies a total equity value
for Maverix of US$606 million on a fully diluted basis.
Upon completion of the Transaction , existing Triple Flag and Maverix shareholders would own
approximately 77% and 23% of the combined company , respectively, on a fully diluted basis.
Triple Flag shareholder Elliott Investment Management L.P. and Maverix shareholders Newmont
Corporation, Pan American Silver Corp. and Kinross Gold Corporation are all supportive of the
combination, reflecting their belief in the value and potential of the combined company.
The combined company will continue as Triple Flag Precious Metals Corp., headquartered in
Toronto, Ontario , and will be led by Shaun Usmar as CEO. 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. The combined company will continue to pay
an annualized dividend of US$0.20 per Triple Flag share, resulting in an effective dividend
increase of over 40% for Maverix shareholders pro forma, based on the exchange ratio.
Commenting on today’s announcement, Shaun Usmar, Founder and CEO of Triple Flag said:
“This transaction creates the world’s leading gold-focused emerging senior streaming and royalty
company, bringing together two complementary portfolios in a compelling combination. Triple
Flag’s portfolio, with a strategic emphasis on larger, cash-generating assets, with more than 90%
by NAV associated with producing mines, is complemented by Maverix’s highly diversified
portfolio of 148 royalties and streams, with paying assets equating to around 6 0% of NAV. The
combination builds on Triple Flag’s 26% compound annual growth rate in GEOs over the past five
years, increasing from 84 koz in 2021 to an expected average of over 140 koz over the next five
years, before factoring in the additional organic growth potential from the significant portfolio of
exploration and development stage assets. Our liquidity position of over US $600 million and
strong cash generation from the combined portfolio’s 90% cash margins, provide the ability to
pursue further valuable growth through acquisitions and compete for the best opportunities in the
sector. The combination is expected to be immediately accretive to Triple Flag’s net asset value
and cash flow per share, while targeting US$7 million in annual pre- tax synergies. Both sets of
shareholders will benefit from our enhanced scale, diversification, growth outlook and trading
liquidity.”
Commenting on today’s announcement, Geoff Burns, founder and Chair of Maverix, said:
“The merger of Maverix and Triple Flag represents that rare opportunity to combine the best with
the best. Since their respective inceptions, roughly 6.5 years ago, both companies have
steadfastly stuck to their objectives of building pure play precious metals streaming and royalty
companies, while simultaneously exercising prudent financial discipline. The increased scale of
the combined company, with its highly complementary portfolios and a knowledgeable and
supportive shareholder base, will provide real com petitive advantages and should attract a
premium valuation, to the benefit of both sets of shareholders. The industrial logic behind this
combination is inescapable.”
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Strategic Rationale
We believe the Transaction will have the following benefits:
Strategic and Synergistic Combination:
S olidifies Triple Flag’s position as the fourth-largest senior streaming and royalty
company, meaningfully increasing NAV.
Expected to be accretive to both net asset value and cash flow per share.
Creates a company with greater scale and an immediate increase in GEOs,
underpinned by high-quality 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, Pan American Silver Corp. and Kinross
Gold Corporation.
Enhances shareholder diversification.
B olsters capital markets presence and trading liquidity.
Premium Valuation:
Combines scale, diversity, growth and upside optionality, with a peer-leading 1.8%
dividend yield, warranting a premium valuation.
W ell positioned to compete and increase value.
Transaction Conditions and Timing
Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved
Plan of Arrangement under the Canada Business Corporations Act, and will require the approval
of at least (i) 66 2/3% of the votes cast by the shareholders of Maverix at a special meeting and
(ii) if required, minority shareholder approval in accordance with Multilateral Instrument 61-101.
Newmont Corporation and Pan American Silver Corp. , together with all of the officers and
directors of Maverix, collectively control approximately 57% of the common shares of Maverix on
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a fully diluted basis and have entered into voting and support agreements pursuant to which they
have agreed to vote their shares in favor of the Transaction.
As the Triple Flag shares to be issued to the shareholders of Maverix in the Transaction will
exceed 25% of the issued and outstanding common shares of Triple Flag, Triple Flag shareholder
approval of the Transaction is required under Section 611(c) of the rules of the TSX. Triple Flag
is relying on the exemption in Section 604(d) of the rules of the TSX, whereby instead of holding
a shareholder meeting, 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.
Entities controlled by Elliott Investment Management L.P., which control approximately 83 % of
the issued and outstanding common shares of Triple Flag, have entered into voting and support
agreements pursuant to which they have provided written consent to the Transaction, and have
agreed, if required, to vote their shares in favor of the Transaction at a Triple Flag shareholder
meeting. Each of the officers and directors of Triple Flag have also entered into voting and support
agreements, pursuant to which they have agreed to vote their shares in favor of the Transaction
in the event of a Triple Flag shareholder meeting.
Completion of the Transaction is also subject to regulatory and court approvals and other
customary closing conditions. The Agreement includes customary provisions, including non -
solicitation by Maverix of alternative transactions, a right of Triple Flag t o match superior
proposals and an approximately $24 million termination fee, payable under certain circumstances.
Complete details of the Transaction will be included in a management information circular to be
delivered to Maverix shareholders in the coming weeks . Subject to receiving requisite court
approval, the special meeting of shareholders of Maverix is expected to be held in early January
2023 and the Transaction is also expected to close in January 2023. In connection with and
subject to closing the Transaction, it is expected that the common shares of Maverix will be
delisted from the TSX and the NYSE American and that Maverix will cease to be a reporting issuer
under Canadian and U.S. securities laws.
Board of Directors’ Recommendations
The Board of Directors of Triple Flag and the Board of Directors of Maverix have unanimously
approved the Transaction and the Board of Directors of Maverix recommend that Maverix
shareholders vote in favor of the Transaction.
Raymond James Ltd. and CIBC have each provided a fairness opinion dated November 9, 2022,
to the Board of Directors and a strategic committee of Maverix 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 Maverix under the
Transaction is fair, from a financial point of view, to shareholders of Maverix.
Advisors and Counsel
National Bank Financial is acting as financial advisor to Triple Flag and Torys LLP is acting as
legal counsel to Triple Flag.
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Raymond James is acting as financial advisor to Maverix and Blake, Cassels & Graydon LLP and
Davis Graham & Stubbs LLP are acting as Canadian and U.S. legal counsel, respectively to
Maverix. CIBC provided a fairness opinion to the Maverix Board of Directors.
Conference Call and Webcast
Triple Flag and Maverix will hold a joint conference call and webcast on November 10, 2022 at
10:00 a.m. ET (7:00 a.m. PT) to discuss the Transaction. Participants may dial in using the
numbers below.
Date and Time: November 10th, 2022, at 10:00 a.m. ET (7:00 a.m. PT)
Live Webcast: https://events.q4inc.com/attendee/628841630
Dial-In Details:
Use the link below to register for the call and to receive your
individual conference call login information:
https://conferencingportals.com/event/efEqXKDZ
Replay (Until
November 24th):
Toll-Free (U.S. & Canada): +1 (800) 770-2030
International: +1 (647) 362-9199
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 80 assets, including 9 streams and 71
royalties. These investments are tied to mining assets at various stages of the mine life cycle,
including 15 producing mines and 65 development and exploration stage projects. Triple Flag is
listed on the TSX and the NYSE under the ticker “TFPM”.
About Maverix
Maverix is a gold- focused royalty and streaming company with a globally diversified portfolio of
over 148 assets. Maverix’s mission is to increase per -share value by acquiring precious metals
royalties and streams. Maverix’s shares are listed on the NYSE American and the TSX under the
symbol “MMX”.
Triple Flag Contact
James Dendle
Vice President, Evaluations & Investor Relations
+1 (416) 304-9770
E-Mail: [email protected]
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Maverix Contact
Valerie Burns
Manager of Investor Relations
+1 (604) 343-6225
E-Mail: [email protected]
Media
Gordon Poole, Camarco
Tel: +44 (0) 7730 567 938
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information and Statements:
This news release contains “forward -looking information” within the meaning of applicable
Canadian securities laws and “forward- looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995, respectively (collectively referred to herein
as “forward-looking information”). Forward- looking information may be identified by the use of
forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “budget”,
“scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”,
“anticipates”, “believes”, or variations of such words and phrases or terminology which states that
certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or
“be achieved”. Forward-looking information in this news release includes: expected timing and
completion of the proposed Transaction; the expected delisting of the common shares of Maverix
from certain stock exchanges; the reporting issuer status of Maverix; achieving and satisfying the
shareholder and other approvals necessary to complete the proposed Transaction; the strengths,
characteristics and expected benefits and synergies of the proposed Transaction; and the
companies’ assessments of, and expectations for, future periods (including, but not limited to, the
long-term production outlook for GEOs). In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events or circumstances , includin g
information in this news release regarding the Transaction and the anticipated benefits therefrom,
contain forward-looking information. Statements containing forward- looking information are not
historical facts but instead represent the companies’ expectations, estimates and projections
regarding possible future events or circumstances.
The forward -looking information included in this news release is based on the companies’
opinions, estimates and assumptions in light of their experience and perception of historical
trends, current conditions and expected future developments, their assumptions regarding the
Transaction (including, but not limited to, their ability to close the Transaction on the terms
contemplated, and to derive the anticipated benefits therefrom), as well as other factors that they
currently believe are appropriate and reasonable in the circumstances. The forward- looking
information contained in this news release is also based upon a number of assumptions, including
the companies’ ability to obtain the required shareholder, court and regulatory approvals in a
timely matter, if at all; their ability to satisfy the terms and conditions precedent of the Agreement
in order to consummate the proposed Transaction; the ongoing operation of the properties in
which they hold a stream or royalty interest by the owners or operators of such properties i n a
manner consistent with past practice; the accuracy of public statements and disclosures made by
the owners or operators of such underlying properties; and the accuracy of publicly disclosed
expectations for the development of underlying properties that are not yet in production. These
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assumptions include, but are not limited to, the following: assumptions in respect of current and
future market conditions and the execution of the companies’ business strategies, that operations,
or ramp-up where applicable, at properties in which they hold a royalty, stream or other interest,
continue without further interruption through the period, and the absence of any other factors that
could cause actions, events or results to differ from those anticipated, estimated, intended or
implied. Despite a careful process to prepare and review the forward- looking information, there
can be no assurance that the underlying opinions, estimates and assumptions will prove to be
correct. Forward-looking information is also subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such forward- looking information.
Such risks, uncert ainties and other factors include, but are not limited to, failure to receive the
required shareholder, court, regulatory and other approvals necessary to effect the proposed
Transaction; the potential for a third party to make a superior proposal to the p roposed
Transaction; and those set forth under the caption “Risk Factors” in the companies’ respective
annual information form s and in their most recent management’s discussion and analysis. For
clarity, mineral resources that are not mineral reserves do not have demonstrated economic
viability and inferred resources are considered too geologically speculative for the application of
economic considerations.
Although the companies have attempted to identify important risk factors that could cause actual
results or future events to differ materially from those contained in forward- looking information,
there may be other risk factors not presently known to them or that they presently believe are not
material that could also cause actual results or future events to differ materially from those
expressed in such forward-looking information. There can be no assurance that such information
will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not place undue reliance on forward-
looking information, which speaks only as of the date made. The forward- looking information
contained in this news release represents the companies’ expectations as of the date of this news
release and is subject to change after such date. Triple Flag and Maverix each disclaim any
intention or obligation or undertaking to update or revise any forward-looking information whether
as a result of new information, future events or otherwise, ex cept as required by applicable
securities laws. All of the forward-looking information contained in this news release is expressly
qualified by the foregoing cautionary statements.
U.S. Securities Law Disclaimer:
None of the securities anticipated to be is sued pursuant to the Transaction have been or will be
registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”),
or any state securities laws, and any securities issued in the Transaction are anticipated to be
issued in reliance upon available exemptions from registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This
news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Technical and Third-Party Information:
Triple Flag and/or Maverix do not own, develop or mine the underlying properties on which they
hold stream or royalty interests. As a royalty or stream holder, Triple Flag and/or Maverix have
limited, if any, access to properties included in its asset portfolio. As a result, Triple Flag and/or
Maverix are dependent on the owners or operators of the properties and their qualified persons
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to provide information to Triple Flag and /or Maverix and on publicly available information to
prepare disclosure pertaining to properties and operations on the properties on which Triple Flag
and/or Maverix hold stream, royalty or other similar interests. Triple Flag and/or Maverix generally
have limited or no ability to independently verify such information. Although Triple Flag and/or
Maverix do not believe that such information is inaccurate or incomplete in any material respect,
there can be no assurance that such third-party information is complete or accurate.
Gold Equivalent Ounces (“GEOs”):
GEOs are a non-IFRS measure and are based on stream and royalty interests and are calculated
on a quarterly basis by dividing all revenue from such interests for the quarter by the average gold
price during such quarter. The gold price is determined based on the London Bullion Market
Association (“LBMA”) PM fix. For periods longer than one quarter, GEOs are summed for each
quarter in the period. Triple Flag and Maverix use this measure internally to evaluate their
underlying operating performance across their stream and royalty portfolios for the reporting
periods presented and to assist with the planning and forecasting of future operating results.
GEOs are intended to provide additional information only and do not have any standardized
definition under IFRS and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with IFRS. The measures are not necessarily indicative of
gross profit or operating cash flow as determined under IFRS. Other companies may calculate
these measures differently.
Analyst Consensus Forecasts:
This news release contains information summarizing consolidated analyst consensus forecasts,
sourced from Capital IQ (wwww.capitaliq.com) as at November 9, 2022. The Capital IQ data is
based on analyst estimates from Bank of America Securities, BMO Capital Markets, Canaccord
Genuity, CIBC Capital Markets, Cantor Fitzgerald, Credit Suisse, National Bank Financial, PI
Financial, Raymond James, RBC Capital Markets, Scotiabank, Stifel Canada, and TD Securities.
This information is intended to provide an “order of magnitude” indication for comparison purposes
only, and is not intended to be, and should not be treated as, a forecast, estimate or guidance
being made, adopted, confirmed or endorsed by the combined entity or either of Maverix or Triple
Flag.