All amounts are in U.S. dollars unless otherwise
indicated.
VANCOUVER, BC, Dec. 21,
2022 /PRNewswire/ - Maverix Metals Inc. ("Maverix" or
the "Company") (NYSE: MMX) (TSX: MMX) is pleased to announce the
particulars of a special meeting (the "Special Meeting") of
shareholders to be conducted pursuant to the interim order (the
"Interim Order") of the Ontario Superior Court of Justice
(Commercial List) (the "Court") dated November 30, 2022, in connection with the
previously announced statutory plan of arrangement under Section
192 of the Canada Business Corporations Act, pursuant to
which, among other things and subject to the satisfaction or waiver
of all applicable conditions precedent, Triple Flag Precious Metals
Corp. ("Triple Flag") will acquire all of the issued and
outstanding common shares of Maverix (the "Arrangement").
Details of the Special Meeting and Implementation of the
Arrangement
The Interim Order authorizes and orders that the Special Meeting
be held on Thursday, January 12,
2023, at 10:00 a.m. (Pacific
time) in a virtual format. Shareholders of record as of the
close of business on December 2,
2022, are entitled to receive notice of, to participate in,
and to vote their shares of Maverix at the Special Meeting. The
management information proxy circular (the "Circular") and related
proxy materials in respect of the Special Meeting are available
under Maverix's profile on SEDAR (www.sedar.com) and on EDGAR
(www.sec.gov) and are in the process of being mailed to
shareholders. Details of the Special Meeting and how shareholders
or their duly appointed proxyholders can attend, access and
participate in the Special Meeting will be set out in the
Circular.
Implementation of the Arrangement is subject to the approval of:
(i) at least two-thirds (66 2/3%) of the votes cast by shareholders
virtually present or represented by proxy at the Special Meeting,
voting as a single class; and (ii) because the Arrangement is
subject to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), a simple majority (more than 50%) of the votes cast by
shareholders virtually present or represented by proxy at the
Special Meeting, excluding the votes of shareholders whose votes
are required to be excluded pursuant to MI 61-101.
In addition to the receipt of the requisite approval of the
Maverix shareholders, the completion of the Arrangement is subject
to final approval of the Arrangement by the Court and the
satisfaction or waiver of the other customary conditions to
completion of the Arrangement.
About Maverix
Maverix is a gold-focused royalty and streaming company with a
globally diversified portfolio of over 140 assets. Maverix's
mission is to increase per share value by acquiring precious metals
royalties and streams. Its shares trade on both the NYSE American
and the TSX under the symbol "MMX".
Questions
If you have any questions about the information contained in
this press release in connection with the Special Meeting, please
contact our proxy solicitation agent and strategic shareholder
advisor, Laurel Hill, at
1-877-452-7184 (North American Toll Free), 416-304-0211 (Calls
Outside North America) or by email at assistance@laurelhill.com
Cautionary statements to U.S. investors
Information contained or referenced in this press release or in
the documents referenced herein concerning the properties,
technical information and operations of Maverix has been prepared
in accordance with requirements and standards under Canadian
securities laws, which differ from the requirements of the U.S.
Securities and Exchange Commission ("SEC") under subpart 1300 of
Regulation S-K ("S-K 1300"). The terms "mineral resource" and
"inferred mineral resource" used in this press release or in the
documents incorporated by reference herein are mining terms as
defined in accordance with NI 43-101 under guidelines set out in
the Definition Standards for Mineral Resources and Mineral Reserves
adopted by the Canadian Institute of Mining, Metallurgy and
Petroleum Council. While the terms are substantially similar to the
same terms defined under S-K 1300 there are differences in the
definitions. Accordingly, there is no assurance any mineral
resources that the Company may report under NI 43-101 will be the
same as resource estimates prepared under the standards adopted
under S-K 1300. Because the Company is eligible for the
Multijurisdictional Disclosure System adopted by the SEC and
Canadian Securities Administrators, the Company is not required to
present disclosure regarding its mineral properties in compliance
with S-K 1300. Accordingly, certain information contained in this
press release concerning descriptions of mineralization and mineral
resources under these standards may not be comparable to similar
information made public by US companies subject to reporting and
disclosure requirements of the SEC.
Cautionary note regarding forward-looking statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes. Forward-looking statements and information include, but
are not limited to, statements with respect to the Special Meeting
and the completion of the Arrangement (including requisite
shareholder approval thereof and other conditions precedent).
Forward-looking statements and information are based on forecasts
of future results, estimates of amounts not yet determinable and
assumptions that, while believed by management to be reasonable,
are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual actions, events or
results to be materially different from those expressed or implied
by such forward-looking information, including but not limited to:
the impact of general business and economic conditions; the absence
of control over mining operations from which Maverix will purchase
gold and other metals or from which it will receive royalty
payments and risks related to those mining operations, including
risks related to international operations, government and
environmental regulation, delays in mine construction and
operations, actual results of mining and current exploration
activities, conclusions of economic evaluations and changes in
project parameters as plans continue to be refined; accidents,
equipment breakdowns, title matters, labor disputes or other
unanticipated difficulties or interruptions in operations; problems
inherent to the marketability of gold and other metals; the
inherent uncertainty of production and cost estimates and the
potential for unexpected costs and expenses; industry conditions,
including fluctuations in the price of the primary commodities
mined at such operations, fluctuations in foreign exchange rates
and fluctuations in interest rates; government entities
interpreting existing tax legislation or enacting new tax
legislation in a way which adversely affects Maverix; stock market
volatility; regulatory restrictions; liability, competition, the
potential impact of epidemics, pandemics or other public health
crises, including the current outbreak of the novel coronavirus
known as COVID-19 on Maverix's business, operations and financial
condition, loss of key employees, as well as those risk factors
discussed in the section entitled "Risk Factors" in Maverix's
annual information form dated March 16,
2022, available at www.sedar.com. Maverix has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers are advised not to place
undue reliance on forward-looking statements or information.
Maverix undertakes no obligation to update forward-looking
information except as required by applicable law. Such
forward-looking information represents management's best judgment
based on information currently available.
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SOURCE Maverix Metals Inc.