TRIPLE FLAG PRECIOUS METALS CORP. US$250,000,010 19,230,770 Common Shares
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No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. See ‘‘Plan of Distribution’’. SUPPLEMENTED PREP PROSPECTUS Initial Public Offering May 19, 2021 4NOV201908140987 TRIPLE FLAG PRECIOUS METALS CORP. US$250,000,010 19,230,770 Common Shares This prospectus qualifies the distribution in each of the provinces and territories of Canada of an aggregate of 19,230,770 common shares of Triple Flag Precious Metals Corp. (the ‘‘Company’’). The common shares are being offered in U.S. dollars, at a price of US$13.00 per common share, for gross proceeds of approximately US$250,000,000. We will use the net proceeds from this offering for the repayment of existing indebtedness. See ‘‘Use of Proceeds’’. This offering is being made by Merrill Lynch Canada Inc. (‘‘BofA Securities’’), Credit Suisse Securities (Canada), Inc. (‘‘Credit Suisse’’) and Scotia Capital Inc. (‘‘Scotiabank’’ and, together with BofA Securities and Credit Suisse, the ‘‘lead underwriters’’), CIBC World Markets Inc. (‘‘CIBC’’), BMO Nesbitt Burns Inc. (‘‘BMO’’), National Bank Financial Inc. (‘‘National Bank’’), RBC Dominion Securities Inc. (‘‘RBC’’) and TD Securities Inc. (‘‘TD’’ and, together with CIBC, BMO, National Bank, RBC and the lead underwriters, the ‘‘underwriters’’). The Company is a gold-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry. Our mission is to be a sought after, long term funding partner to mining companies throughout the commodity cycle while generating attractive returns for our investors. Upon completion of this offering, and assuming no exercise of the over-allotment option, our principal shareholders, Triple Flag Mining Elliott and Management Co-Invest LP (‘‘Co-Invest LP’’) and Triple Flag Co-Invest Luxembourg Investment Company S.ar.l` (‘‘Co-Invest Luxco’’ and, together with Co-Invest LP, the ‘‘Principal Shareholders’’), will own approximately 87.6% of our issued and outstanding common shares. As a result, the Principal Shareholders will have significant influence over us and our affairs. In addition, we and the Principal Shareholders will be party to an Investor Rights Agreement (as defined herein) that, among other things, will give the Principal Shareholders and their permitted affiliates the right to nominate directors to our board of directors (the ‘‘Board’’). See ‘‘Principal Shareholders’’ and ‘‘Risk Factors’’. All of the common shares held upon completion of this offering by the Principal Shareholders and our directors and officers will be subject to contractual lock-up agreements with the underwriters. See ‘‘Plan of Distribution — Lock-up Arrangements’’. Price: US$13.00 per common share Price to the Underwriters’ Net Proceeds to the Public(1) Commissions(2) Company(2)(3) Per common share ............................... US$13.00 US$0.845 US$12.155 Total(4) ........................................ US$250,000,010 US$16,250,001 US$233,750,009 Notes: (1) The public offering price has been determined by arm’s length negotiation between us and the underwriters. (continued on next page) (continued from cover) (2) The underwriters will receive a cash commission equal to 6.5% of the gross proceeds of this offering. See ‘‘Plan of Distribution’’. (3) Before deducting expenses of this offering, estimated to be approximately US$1,750,000 (not including the underwriters’ commissions). We have also agreed to reimburse the underwriters for certain of their reasonable expenses in connection with this offering. See ‘‘Use of Proceeds’’ and ‘‘Plan of Distribution’’. (4) We have granted the underwriters an option (the ‘‘over-allotment option’’), exercisable, in whole or in part, at any time and from time to time for a period of 30 days after the closing date of this offering, to purchase from us up to an additional 15% of the aggregate number of common shares issued under this offering on the same terms as set forth above solely to cover over-allotments, if any. If the over-allotment option is exercised in full, the total ‘‘Price to the Public’’, ‘‘Underwriters’ Commissions’’ and ‘‘Net Proceeds to the Company’’ will be US$287,500,005, US$18,687,500 and US$268,812,505, respectively. This prospectus also qualifies the grant of the over-allotment option. A purchaser who acquires common shares forming part of the underwriters’ over-allocation position acquires such common shares under this prospectus, regardless of whether the underwriters’ over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See ‘‘Plan of Distribution’’. The following table sets out the number of common shares that may be sold by us to the underwriters pursuant to the over-allotment option: Maximum Size or Number of Securities Underwriters’ Position Available Exercise Period Exercise Price Over-allotment option ......... 2,884,615 common shares For a period of 30 days after US$13.00 per common the closing date of this share offering The Toronto Stock Exchange (‘‘TSX’’) has conditionally approved the listing of our common shares in Canadian dollars under the symbol ‘‘TFPM’’ and in U.S. dollars under the symbol ‘‘TFPM.U’’. Listing is subject to us fulfilling all of the requirements of the TSX on or before August 10, 2021. There is currently no market through which our common shares may be sold and purchasers may not be able to resell the common shares purchased under this prospectus. This may affect the pricing of our common shares in the secondary market, the transparency and availability of trading prices, the liquidity of our common shares and the extent of issuer regulation. An investment in our common shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under ‘‘Risk Factors’’ before purchasing our common shares. Closing of this offering is conditional on our common shares being conditionally approved for listing on the TSX. Certain of our operations and assets are located outside of Canada, certain of our directors, including Mark Cicirelli, Sir Michael Davis and Peter O’Hagan, reside outside of Canada, and one of our promoters, Triple Flag Mining Aggregator S.a` r.l., a soci´et´e a` responsabilit´e limit´ee governed by the laws of the Grand Duchy of Luxembourg having its registered office at 12c, rue Guillaume Kroll, L-1882 Luxembourg and registered with the R.C.S. Luxembourg under number B 250.444 (‘‘Aggregator’’), is organized outside of Canada and does not have an office in Canada. Our aforementioned directors who reside outside of Canada and Aggregator have appointed the Company, TD Canada Trust Tower, 161 Bay Street, Suite 4535, Toronto, Ontario, Canada M5J 2S1 as their agent for service of process in Canada. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the person has appointed an agent for service of process. The underwriters, as principals, conditionally offer the common shares qualified under this prospectus, subject to prior sale, if, as and when sold and delivered by us and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement among us and the underwriters referred to under ‘‘Plan of Distribution’’. We are being represented by Torys LLP, Toronto, Canada and New York, New York with respect to Canadian and U.S. law. The underwriters have been represented by Davies Ward Phillips & Vineberg LLP, Toronto, Canada with respect to Canadian law and Shearman & Sterling LLP, Toronto, Canada with respect to U.S. law. In connection with the offering, the underwriters have been granted the over-allotment option and may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of our common shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The underwriters may offer our common shares at a price lower than that stated above. See ‘‘Plan of Distribution’’. BofA Securities, Scotiabank, CIBC, BMO, National Bank, RBC and TD are affiliates of Canadian chartered banks or foreign banks that are lenders to the Company under the Credit Facility (as defined herein). Consequently, we may be considered a ‘‘connected issuer’’ of each of BofA Securities, Scotiabank, CIBC, BMO, National Bank, RBC and TD under applicable Canadian securities legislation. See ‘‘Description of Material Indebtedness’’ and ‘‘Plan of Distribution — Relationship Between Us and Certain of the Underwriters’’. Subscriptions will be received subject to rejection or allocation in whole or in part and the underwriters reserve the right to close the subscription books at any time without notice. The closing of this offering is expected to occur on or about May 26, 2021 or such other date as we and the underwriters may agree, but in any event no later than June 4, 2021.