Early Warning Report Regarding Elliott Investment Management L.P.’s Current Ownership Percentage of Triple Flag Precious Metals Corp. Following Completion of Triple Flag’s Arrangement With Maverix Metals Inc.

/EIN News/ -- TORONTO, Jan. 27, 2023 (GLOBE NEWSWIRE) --

Item 1 - Security and Reporting Issuer

This press release relates to common shares (the “Shares”) of Triple Flag Precious Metals Corp. (the “Issuer”).

The Issuer’s address is:

Triple Flag Precious Metals Corp. TD Canada Trust Tower
161 Bay Street, Suite 4535 Toronto, ON M5J 2S1

Item 2 - Identity of the Acquiror

This press release is filed on behalf of Elliott Investment Management L.P. (“Elliott Investment Management”), the investment manager of Elliott Associates, L.P. (“Elliott Associates”) and Elliott International, L.P. (“Elliott International”). A majority of the limited partnership interests of Elliott International are held by Elliott International Limited (“EIL”). Elliott Investment Management directly or indirectly has direction and control over all of the Shares held by the Acquiror (as defined below).

This press release is also filed on behalf of European Investments Holding Company S.à r.l. (“EIHC”), the sole shareholder of Triple Flag Mining Aggregator S.à r.l. (“TFM Aggregator”). EIHC is majority-owned by Elliott International, and directly or indirectly has beneficial ownership of all of the Shares held by TFM Aggregator and Triple Flag Co- Invest Luxembourg Investment Company S.à r.l. (“Co-Invest Luxco”).

Elliott Investment Management, Elliott International, EIL, Elliott Associates, EIHC, TFM Aggregator and Co-Invest Luxco are collectively referred to as the “Acquiror”.

The address of the Acquiror is as follows:

c/o Elliott Investment Management L.P.
360 S. Rosemary Ave. 18th floor
West Palm Beach, FL
33401 USA

This press release is being filed on a voluntary basis to report the updated current ownership percentage of Shares of the Issuer held by the Acquiror, taking into account: (i) the closing of the acquisition by the Issuer of all of the issued and outstanding shares of Maverix Metals Inc. (“Maverix”) on January 19, 2023 by way of a statutory plan of arrangement under the Canada Business Corporations Act pursuant to the terms of an arrangement agreement entered into by the Issuer and Maverix (the “Arrangement”) and the issuance of Shares by the Issuer as consideration under the Arrangement; and (ii) the number of Shares of the Issuer that are currently issued and outstanding, which has changed since a previously filed early warning report dated February 25, 2022 (the “Original Report”).

Item 3 - Interest in Securities of the Reporting Issuer

The Original Report disclosed that the Acquiror beneficially owned, and had control or direction over, Shares representing approximately 84.3% of the Issuer’s issued and outstanding Shares. Following the closing of the Arrangement on January 19, 2023, the Acquiror beneficially owns, and has control and direction over, 129,917,637 Shares, representing approximately 64.7% of the Issuer’s issued and outstanding Shares, based on 200,782,983 Shares outstanding as of January 19, 2023 (based on information received from the Issuer regarding the number of Shares currently outstanding). This represents a decrease of approximately 19.6% from the Acquiror’s securityholding percentage of the Shares disclosed in the Original Report.

Elliott Associates and Elliott International are parties to cash settled swap agreements with a third-party broker (collectively, the “Swap Contracts”) in respect of an aggregate of 99,224 notional Shares. The Swap Contracts have an average reference price of US$9.6509 per notional Share. The Swap Contracts each have an expiry date of January 25, 2027. The Swap Contracts may only be settled by cash settlement and Elliott Associates and Elliott International do not have any right to physical settlement. The Swap Contracts provide Elliott Associates and Elliott International with economic results that are comparable to the economic ownership of the notional amount of the Shares. Neither of the Swap Contracts give Elliott Associates and Elliott International direct or indirect voting, investment or dispositive control over any Shares of the Issuer or require the counterparty thereto to acquire, hold, vote or dispose of any Shares of the Issuer.

Item 5 - Purpose of the Transaction

As of the date of this press release, the Acquiror has no current plans or future intentions to acquire or dispose of securities of the Issuer, but the Acquiror may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions in the ordinary course and may or may not adopt an automatic trading plan for such purpose, depending on market conditions and other relevant factors material to the Acquiror’s investment decision.

As of the date of this press release, the Acquiror does not have any specific current plan or future intention to participate in a transaction or other material change relating to the Issuer, but may decide to do so in the event that a firm proposal for a transaction or other material change is advanced by the Issuer, or any other party, on terms satisfactory to the Acquiror.

Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

As previously disclosed, TFM Aggregator and Co-Invest Luxco (together, the “Principal Shareholders”) are parties to an agreement with the Issuer dated May 26, 2021, as amended by an amending agreement dated November 9, 2022 (“Investor Rights Agreement”). Effective upon the closing of the Arrangement, the Investor Rights Agreement entitles the Principal Shareholders to nominate 33% of the Issuer’s directors (rounded up to the next whole number), subject to reductions on the percentage of directors that may be appointed based on reductions in the percentage of Shares owned. The Investor Rights Agreement also provides the Principal Shareholders and their permitted affiliates with certain piggy-back registration rights, demand registration rights and shelf registration rights under Canadian and U.S. securities laws. Further, for so long as the Principal Shareholders and their permitted affiliates hold at least 10% of the outstanding Shares, calculated on a non-diluted basis, they are entitled to the benefit of certain subscription rights in the event of issuances of Shares or securities convertible into Shares intended to permit them to maintain their proportionate percentage ownership of Shares. The foregoing summary of the provisions of the Investor Rights Agreement is qualified in its entirety by the full text of the agreement, which is available on the Issuer’s SEDAR profile at www.sedar.com.

The shareholders of Co-Invest Luxco are TFM Aggregator and certain employees of the Issuer (the “Management Investors”). TFM Aggregator owns ordinary shares, Class A shares and Class B shares of Co-Invest Luxco and the Management Investors own Class B shares of Co-Invest Luxco. The Class B shares of Co-Invest Luxco held by the Management Investors are subject to vesting and vest on the third anniversary of July 24, 2020 (the “Vesting Date”), provided that the applicable Management Investor has not retired, resigned or been terminated for cause. At any time within 60 days after the Vesting Date, the Management Investors, jointly, will have the right to require TFM Aggregator to purchase, and TFM Aggregator shall have the right to require the Management Investors to sell to TFM Aggregator, all of the Management Investors’ Class B shares of Co-Invest Luxco that are vested at such time, in exchange for (i) such number of Shares owned by TFM Aggregator determined by multiplying (A) 2,279,260 Shares (representing 6% of the number of Shares held by Co-Invest Luxco immediately prior to closing of the initial public offering of the Issuer, the “IPO”) by (B) the aggregate number of Class B shares of Co-Invest Luxco that are vested at such time divided by the aggregate number of Class B shares outstanding as of the closing of the IPO and (ii) a cash amount equal to (A) the amount of dividends paid by the Issuer in respect of such Shares since closing of the IPO and prior to the Vesting Date and (B) any dividends declared by the Issuer but not yet paid on such Shares that have an ex-dividend date prior to the Vesting Date.

See the IPO prospectus of the Issuer dated May 19, 2021 for additional information.

For further details or to obtain a copy of the early warning report filed in connection with the above, please visit www.sedar.com or contact:

ELLIOTT MANAGEMENT CORPORATION

Jeffrey Blum

Tel: (212) 974-6000

Email: jblum@elliottmgmt.com