NEW YORK, Nov. 10, 2022 (GLOBE NEWSWIRE) -- Elliott Investment Management announces that on November 9, 2022, Triple Flag Co-Invest Luxembourg Investment Company S.à r.l. and Triple Flag Mining Aggregator S.à r.l. (collectively the “Shareholders”) entered into a voting support agreement (the “Support Agreement”) with Triple Flag Precious Metals Corp. (“Triple Flag”) and Maverix Metals Inc. pursuant to which they agreed to, amongst other things, vote all of their common shares of Triple Flag (the “Common Shares”) in favour of the issuance of Common Shares pursuant to the acquisition of Maverix Metals Inc. (“Maverix”) by Triple Flag under a statutory plan of arrangement pursuant to the Canada Business Corporations Act (the “Transaction”). Under the terms of the arrangement agreement entered into between Maverix and Triple Flag (the “Arrangement Agreement”), Maverix shareholders may elect to receive either US$3.92 in cash or 0.360 of a Common Share per common share of Maverix, subject to proration.
The Support Agreement may be terminated by the Shareholders in certain circumstances, including if the Arrangement Agreement is terminated in accordance with its terms and if Maverix and Triple Flag amend the Arrangement Agreement in a manner that results in an increase in the amount of, or a change in the form of, the consideration payable for the common shares of Maverix to be acquired pursuant to the Transaction.
In connection with the Transaction, the Shareholders have agreed to amend the investor rights agreement with Triple Flag dated May 26, 2021 effective upon closing of the Transaction to provide that the Shareholders will be entitled to nominate 33% of Triple Flag’s directors (rounded up to the next whole member), subject to reductions to the percentage of directors that may be nominated based on reductions in the percentage of Common Shares owned.
The Shareholders are indirectly controlled by certain investment funds advised by Elliott Investment Management LP and its affiliates.
This press release is issued in accordance with the early warning requirements under applicable Canadian securities laws as a result of a change in a material fact set out in a previous report. A copy of the early warning report required to be filed will appear with Triple Flag’s documents on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
For further details or to obtain a copy of the early warning report filed in connection with this press release, please visit www.sedar.com or contact:
ELLIOTT MANAGEMENT CORPORATION
Jeffrey Blum
Tel: (212) 974-6000
Email: jblum@elliottmgmt.com
