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.
- 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 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.
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 co-founder 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.”
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”.
Forward-Looking Information
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 include, but are not limited to, statements with
respect to the strengths, characteristics and expected benefits and
synergies of the Arrangement, and our 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 contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management’s expectations, estimates and projections regarding
possible future events or circumstances.
The forward-looking information included in this news release is
based on our opinions, estimates and assumptions in light of our
experience and perception of historical trends, current conditions
and expected future developments, our assumptions regarding the
Arrangement (including our ability to derive the anticipated
benefits therefrom), as well as other factors that we 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 ongoing operation
of the properties in which we hold a stream or royalty interest by
the owners or operators of such properties in 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 assumptions include, but are not limited to, the
following: assumptions in respect of current and future market
conditions and the execution of the our business strategies, that
operations, or ramp-up where applicable, at properties in which we
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, uncertainties and other
factors include, but are not limited to, those set forth under the
caption “Risk Factors” in our annual information form as filed from
time to time on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
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 we 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 us or that
we 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 our expectations as of the date of this
news release and is subject to change after such date. We 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, except 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.
Technical and Third-Party Information:
Triple Flag does not own, develop or mine the underlying
properties on which it holds stream or royalty interests. As a
royalty or stream holder, Triple Flag has limited, if any, access
to properties included in its asset portfolio. As a result, Triple
Flag is dependent on the owners or operators of the properties and
their qualified persons to provide information to Triple Flag and
on publicly available information to prepare disclosure pertaining
to properties and operations on the properties on which Triple Flag
holds stream, royalty or other similar interests. Triple Flag
generally has limited or no ability to independently verify such
information. Although Triple Flag does 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 uses this measure internally to evaluate its
underlying operating performance across its 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230119005906/en/
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
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