Exchange Bulletin
Triple Flag Precious Metals Corp. (TFPM, TFPM.U) To Trade On Toronto Stock Exchange
May 17, 2021
Issuer: Triple Flag Precious Metals Corp. (the "Company")
| Security | Symbol | Trading Currency |
|---|---|---|
| Common shares ("Shares") | TFPM | CDN $ |
| Common shares ("Shares") | TFPM.U | US $ |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's preliminary base PREP prospectus dated May 10, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Shares. As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Shares for trading on an "if, as and when issued" basis under the trading information set out herein. Before the Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Shares will be listed on TSX. |
| Temporary market maker: | Integral Wealth Securities Limited |
| Other markets: | None. |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "TFPM" and "TFPM.U" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "TFPM" and "TFPM.U" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "TFPM" and "TFPM.U" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "TFPM" and "TFPM.U" on an "if, as and when issued" basis and the Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Exempt Issuer |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | James Dendle (416) 457-5288 jdendle@tripleflagpm.com Sheldon Vanderkooy (416) 295-0830 svanderkooy@tripleflagpm.com |
| Incorporation: | Canada Business Corporations Act |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a gold-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry. |
| Transfer agent and registrar: | Computershare Investor Services Inc. at its principal offices in Toronto. |
| Dividends: | The board of directors has established a policy to be effective on completion of the Offering of declaring an annual dividend in the initial amount of $0.19 per common share, to be paid on a quarterly basis, subject to the availability of cash flow. Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend on many factors, including, among others, the Company's financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the board of directors may deem relevant. |
| Sponsorship: | Not applicable |
| Disclosure document: | The Company's preliminary base PREP prospectus dated May 10, 2021, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial public offering: | Pursuant to the terms of the Prospectus, Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Scotia Capital Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., RBC Dominion Securities Inc., and TD Securities Inc. (the "Underwriters") are offering to the public approximately 19,230,770 Shares from treasury at a price anticipated to be between US$11.50 and US$14.50 per Share (the "Offering Price"), for gross proceeds of approximately US$221 million to US$278 million to the Company (assuming the over-allotment option is not exercised). In addition, the Company has granted to the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 15% of the Offering from treasury at the Offering Price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |