Annual Information Form For the year ended December 31, 2025 (Expressed in United States Dollars) Dated as of March 27, 2026 TABLE OF CONTENTS
INTRODUCTORY NOTES | 2 |
GENERAL INFORMATION | 2 |
FORWARD-LOOKING INFORMATION | 2 |
MARKET AND INDUSTRY DATA | 3 |
EXCHANGE RATE INFORMATION | 3 |
COMMODITY PRICE INFORMATION | 4 |
CAUTIONARY NOTE REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES | 4 |
TECHNICAL AND THIRD-PARTY INFORMATION | 5 |
ADDITIONAL CAUTION REGARDING ESG-RELATED DISCLOSURES | 6 |
THE COMPANY | 6 |
DESCRIPTION OF OUR BUSINESS | 7 |
THREE-YEAR HISTORY | 9 |
ENVIRONMENT, SOCIAL AND GOVERNANCE | 12 |
RISK FACTORS | 14 |
SUMMARY OF MINERAL RESOURCES AND MINERAL RESERVES | 37 |
NORTHPARKES MINING AND TECHNICAL INFORMATION | 50 |
DIVIDENDS | 63 |
CAPITAL STRUCTURE | 64 |
MARKET FOR SECURITIES | 68 |
DIRECTORS AND OFFICERS | 69 |
PROMOTER | 75 |
LEGAL PROCEEDINGS & REGULATORY ACTIONS | 75 |
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 76 |
REGISTRAR AND TRANSFER AGENT | 76 |
MATERIAL CONTRACTS | 76 |
INTERESTS OF EXPERTS | 76 |
AUDIT COMMITTEE INFORMATION | 77 |
ADDITIONAL INFORMATION | 78 |
APPENDIX A - AUDIT & RISK COMMITTEE CHARTER | 1 |
INTRODUCTORY NOTES
General Information
Unless otherwise noted or the context otherwise indicates, the terms "Triple Flag", the "Company", "our", "us" and "we" refer to Triple Flag Precious Metals Corp. and its subsidiaries. For reporting purposes, the Company presents its financial statements in United States dollars and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). All dollar amounts in this Annual Information Form ("AIF") are expressed in United States dollars, except as otherwise indicated. References to "US$", "$" or "dollars" are to United States dollars and references to "C$" are to Canadian dollars. Certain totals, subtotals and percentages in this AIF may not reconcile due to rounding.
The information contained in this AIF is as of December 31, 2025, unless otherwise indicated. More current information may be available on our website at www.tripleflagpm.com or on the System for Electronic Document Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca or on the website of the United States Securities and Exchange Commission ("SEC") at www.sec.gov. Website addresses contained in this AIF are provided for informational purposes only and no information contained on, or accessible from, any websites referenced in this AIF are incorporated by reference herein unless expressly incorporated by reference.
Forward-Looking Information
This AIF contains "forward-looking information" and "forward looking statements" within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as "forward-looking information"). Forward-looking information may be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". Our assessments of, and expectations for, future periods described in this AIF, including our future financial outlook and anticipated events or results, business, financial position, business strategy, growth plans, and strategies, budgets, operations, financial results, taxes, dividend policy, plans and objectives, and environmental, social and governance ("ESG") targets, goals and objectives, are considered forward-looking information. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances.
The forward-looking information included in this AIF is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this AIF are also based upon the ongoing operation of the properties in which we hold a stream, royalty or other similar interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production. These assumptions include, but are not limited to, the following: assumptions in respect of current and future market conditions and the execution of our business strategies, that operations, or ramp-up where applicable, at properties, projects and/or mines in which we hold a royalty, stream or other interest, continue without further interruption through the period, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements, including our ability to meet our ESG - related targets, goals and objectives, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, those set forth under the caption "Risk Factors". In addition, we note that
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and inferred resources are considered too geologically speculative for the application of economic considerations.
Although we have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this AIF represents our expectations as of the date of this AIF and is subject to change after such date. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether because of new information, future events or otherwise, except as required by applicable securities laws. All the forward-looking information contained in this AIF is expressly qualified by the foregoing cautionary statements.
Market and Industry Data
This AIF refers to certain industry metrics which are a non-International Financial Reporting Standards ("IFRS") measured and are based on stream and royalty interests and are calculated on a quarterly basis by dividing all revenue from such interests for the quarter by the average gold price during such quarter.
Market and industry data presented throughout this AIF were obtained from third-party sources, industry reports and publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf, because of our knowledge of the markets in which we operate, including information provided by other industry participants. The gold price is determined based on the London Bullion Market Association ("LBMA") PM fix. For periods longer than one quarter, gold equivalent ounces ("GEOs") are summed for each quarter in the period. We believe that the market and industry data presented throughout this AIF are accurate and, with respect to data prepared by us or on our behalf, that our opinions, estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and industry data presented throughout this AIF are not guaranteed and the Company does not make any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, the Company has not independently verified any of the data from third-party sources referred to in this AIF, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and industry data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey.
Exchange Rate Information
The following table sets forth the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars during each of the indicated periods; the average rate of exchange for those periods; and the rate of exchange in effect at the end of those periods, based on the daily exchange rate published by the Bank of Canada:
For the year ended December 31
2025 | 2024 | 2023 | |
High | 1.4603 | 1.4416 | 1.3875 |
Low | 1.3558 | 1.3316 | 1.3128 |
Average rate for the period | 1.3978 | 1.3698 | 1.3497 |
Rate at the end of the period | 1.3706 | 1.4389 | 1.3226 |
On March 25, 2026, the exchange rate for one U.S. dollar expressed in Canadian dollars as reported by the Bank of Canada, was 1.3801.
Commodity Price Information
The following tables set forth the average gold (based on the LBMA PM fix) and silver (based on the LBMA fix) prices for the periods indicated:
For the year ended December 31
2025 | 2024 | 2023 | |
Gold (USD$/oz) | 3,432 | 2,386 | 1,941 |
Silver (USD$/oz) | 40.03 | 28.27 | 23.35 |
On March 25, 2026, the LBMA PM fix for gold was $4,565/oz and the LBMA fix for silver was $73.17/oz.
Cautionary Note Regarding Mineral Reserve and Resource Estimates
This AIF has been prepared in accordance with the requirements of Canadian securities laws in effect in Canada, including National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which differ from the requirements of U.S. securities laws. NI 43-101 is a rule developed by the Canadian securities regulatory authorities which establishes standards for all public disclosure of scientific and technical information concerning mineral projects made by an issuer. Unless otherwise indicated, all Mineral Resource and Mineral Reserve estimates included in this AIF have been prepared by the owners or operators of the relevant properties, projects and/or mines (as and to the extent indicated by them) in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System. In addition to reserves and resource estimates prepared in accordance with NI 43-101 and the standards of the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), certain reserve and resource estimates included in the AIF have been prepared in accordance with the JORC Code or the South African Mineral Resource Committee under the Joint Auspices of the Southern African Institute of Mining and Metallurgy and the Geological Society of South Africa, as amended ("SAMREC").
These standards, including NI 43-101 and CIM, may differ from the requirements of the SEC under subpart 1300 of Regulation S-K ("S-K 1300"), and reserve and resource information contained herein may not be comparable to similar information disclosed by U.S. companies.
The terms "Mineral Reserve", "Proven Mineral Reserve" and "Probable Mineral Reserve" are Canadian mining terms as defined in accordance with NI 43-101 and CIM. Pursuant to S-K 1300, the SEC now recognizes estimates of "Measured Mineral Resources," "Indicated Mineral Resources" and "Inferred Mineral Resources." In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to the corresponding standards of the CIM.
Investors are cautioned that while terms are substantially similar to CIM standards, there are differences in the definitions and standards under S-K 1300 and the CIM standards. Accordingly, there is no assurance any Mineral Reserves or Mineral Resources that the Company may report as "Proven Reserves", "Probable Reserves", "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" under NI 43-101 will be the same as the Mineral Reserve or Mineral Resource estimates prepared under the standards adopted under S-K 1300. Investors are also cautioned that while the SEC now recognizes "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources", investors should not assume that any part of or all mineral deposits in these categories will ever be converted into Mineral Reserves. Mineralization described using these terms has a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of a "Measured Mineral Resource", "Indicated Mineral Resource" or "Inferred Mineral Resource" will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable.
Accordingly, information contained in this AIF may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
Technical and Third-Party Information
Except where otherwise stated, the disclosure in this AIF relating to properties and operations on the properties in respect of which Triple Flag holds stream, royalty or other similar interests, including under the headings "Summary of Mineral Resources and Mineral Reserves" and "Northparkes Mining and Technical Information", is based on information publicly disclosed by the owners or operators of these properties and other information and data available in the public domain as at December 31, 2025 (except where stated otherwise) and none of this information has been independently verified by Triple Flag. In the case of our material properties, the disclosure in this AIF is based on technical reports prepared and published by the relevant owner or operator in accordance with NI 43-101 or, in the case of the Northparkes mine, on disclosure of Mineral Resources and Mineral Reserves by the operator in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, as amended ("JORC"). None of such information has been independently verified by Triple Flag.
Triple Flag does not own, develop or mine the underlying properties on which it holds stream or royalty interests. As a royalty or stream holder, Triple Flag has limited, if any, access to properties included in its asset portfolio. Triple Flag is dependent on the owners or operators of the properties and their qualified persons to provide information to Triple Flag or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Triple Flag holds stream, royalty or other similar interests. The assumptions and methodologies underpinning estimates of Mineral Resources and Mineral Reserves on a property, and the classification of mineralization in categories of measured, indicated and inferred and proven and probable within the estimates of Mineral Resources and Mineral Reserves, respectively, and the assumptions and methodologies employed in proposed mining and recovery processes and production plans, were made by owners or operators and their qualified persons. Triple Flag generally has limited or no ability to independently verify such information. Triple Flag has not verified, and is not in a position to verify, the accuracy, completeness or fairness of such third-party information and refers the reader to the public reports filed by the operators for information regarding the properties in which Triple Flag holds a stream, royalty or similar interest. Although Triple Flag does not believe that such information is inaccurate or incomplete in any material respect, there can be no assurance that such third-party information is complete or accurate.
Some information publicly reported by operators may relate to a larger property than the area covered by Triple Flag's stream, royalty or other similar interest. Triple Flag's stream, royalty or other similar interests in certain cases cover less than 100% and sometimes only a portion of the publicly reported Mineral Reserves, Mineral Resources and production of a property. In addition, numerical information presented in this AIF which has been derived from information publicly disclosed by owners or operators may have been rounded by Triple Flag and, therefore, there may be some inconsistencies between the numerical information presented in this AIF and the information publicly disclosed by owners and operators.
As of the date of this AIF, Triple Flag considers its stream interest in the Northparkes mine to be its only material mineral property for the purposes of NI 43-101. Triple Flag will continue to assess the materiality of its assets as new assets are acquired or assets progress through stages of development into production. Information contained in this AIF with respect to the Northparkes mine has been prepared in accordance with the exemption set forth in section 9.2 of NI 43-101.
Unless otherwise noted the disclosure contained in this AIF of a scientific and technical nature for the Northparkes mine is based on the information disclosed in the document entitled "Annual Mineral Resources and Ore Reserves Statement" and dated effective December 31, 2024, which document was prepared on behalf of the Northparkes Joint Venture by Evolution Mining Limited ("Evolution"), as operator of the Northparkes mine, and is available on Evolution's website at www.evolutionmining.com.au. Evolution discloses information required by the listing rules of the Australian Securities Exchange ("ASX") on the ASX website at https://www.asx.com.au.
None of the foregoing reports, documents, filings or other documents are deemed to be incorporated by reference into this AIF.
James Lill, Director, Mining for Triple Flag and a "qualified person" under NI 43-101 has reviewed and approved the written scientific and technical disclosures contained in this AIF.
Additional Caution Regarding ESG-Related Disclosures
In setting and implementing our ESG targets, goals and objectives, the Company has made various assumptions, including about technological, economic, scientific and legal trends and developments, in light of an evolving policy and regulatory environment. As such, the ESG data, analysis, strategy and other information set out in this document remain under development and subject to evolution, amendment, update and restatement over time. The Company specifically cautions readers of the following:
the terms "ESG", "net-zero" and similar terms, taxonomies and criteria are evolving, and the Company's use of such terms may change to reflect such evolution;
there could also be changes to the ESG market practices, taxonomies, methodologies, scenarios, frameworks, criteria and other standards that governmental and non-governmental entities, the mining and streaming and royalties sectors, the Company and its counterparties use to classify, assess, measure, report on and verify ESG activities. The Company may update its ESG targets, goals and objectives, its plans to achieve them and its progress toward them, in light of new and evolving ESG standards; and
in setting and implementing its ESG targets, goals and objectives, the Company relies on data obtained from counterparties and other third-party sources. Although the Company believes these sources are reliable, the Company has not independently verified all third-party data, or assessed the assumptions underlying such data, and cannot guarantee their accuracy. Certain third-party data may also change over time as ESG standards evolve. These factors could have a material effect on the Company's ESG targets, goals and objectives and the ability to meet them.
THE COMPANY
The Company was incorporated on October 10, 2019, under the Canada Business Corporations Act ("CBCA") with the name Triple Flag Precious Metals Corp. and amalgamated with its wholly owned subsidiary, Triple Flag Mining Finance Ltd., on November 8, 2019. Triple Flag is domiciled in Canada and the address of its registered office is 161 Bay Street, Suite 4535, Toronto, Ontario, M5J 2S1, Canada. On January 19, 2023, Triple Flag completed its acquisition of all the issued and outstanding common shares of Maverix Metals Inc. ("Maverix") by way of a plan of arrangement of Maverix under the CBCA.
The following chart lists our material wholly owned subsidiaries and their applicable governing jurisdictions as at December 31, 2025. As at December 31, 2025, the Company owned, either directly or indirectly, 100% of the voting and non-voting securities of its material subsidiaries noted below.
DESCRIPTION OF OUR BUSINESS
OverviewTriple Flag, formed in 2016, is a precious-metals-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.
We have systematically developed a long-life, low-cost, high-quality, diversified portfolio of streams and royalties providing exposure primarily to gold and silver in the Americas and Australia.
Our portfolio is underpinned by a stable base of cash flow generating streams and royalties and is designed to grow over time through exposure to potential mine life extensions, exploration success, new mine builds and throughput expansions. In addition, we are focused on generating additional shareholder value by executing accretive investments to increase the scale and quality of our portfolio of precious metal streams and royalties. We believe we have a differentiated approach to deal origination and due diligence, that enables us to increase the applicability of stream and royalty financing to an underserved mining sector, expanding the application of this form of financing through bespoke deal generation for miners and create a high-quality, precious metals-focused portfolio of streams and royalties for our investors.
Streaming and Royalty BusinessIn a stream, the holder makes an upfront deposit and ongoing payments in exchange for a percentage of specified metals (often a by-product of the mine) determined with reference to metals produced from a mine, at a pre-agreed price or percentage of market price. A royalty is a payment to a royalty holder by an operator or owner of a mining property and is typically based on a percentage of the minerals produced or the revenues or profits generated from the property. Stream interests and, typically, royalty interests, are established through a contract between the holder and the property owner. Streams and royalties are not typically working interests in a property and, therefore, the holder is generally not responsible for contributing additional funds for any purpose, including operating or capital costs or environmental and reclamation liabilities.
Stream interests and revenue-based royalty interests (as opposed to profit-based royalty interests) have no direct exposure to operating and capital costs incurred at the property level. As a result, a holder of such stream or revenue-based royalty is typically insulated from inflation in operating and capital costs, as well as care and maintenance costs associated with temporary mine suspensions. However, since streams and royalties are usually structured for the entire life-of-mine and as a percentage of metal production, the holders benefit from the upside provided by exploration success, mine life extensions and operational expansions within the areas covered by the streams and royalties, typically without sharing in the costs that operators incur to realize such upside. A streaming and royalty business model also facilitates greater diversification than is typical for mining companies.
Summary of Our Asset PortfolioAs at the date of this AIF, we own a portfolio of 239 streams and royalties that includes 16 streams and 223 royalties. Of these assets, 34 investments are on currently producing operations and 205 are on projects at a development or exploration stage.
Our Material PropertyNorthparkes Mine - New South Wales, Australia
On July 10, 2020, Triple Flag International Ltd. ("TF International") entered into a metal purchase and sale agreement, effective as of July 1, 2020, (the "Northparkes Stream Agreement") with CMOC Metals Holding Limited ("CMOC"), CMOC Mining Pty Limited and CMOC Mining Services Pty Limited (subsidiaries of CMOC) and CMOC, pursuant to which, in exchange for total upfront cash consideration of $550 million paid by us, plus a payment equal to 10% of the spot gold price and spot silver price for each ounce of gold and silver purchased, we agreed to purchase from CMOC
Metals Holding Limited: (i) gold equivalent to 54% of the payable gold produced from the Northparkes mine until such time as an aggregate of 630,000 ounces have been delivered to us, and thereafter 27% of payable gold; and (ii) silver equivalent to 80% of the payable silver produced from the Northparkes mine until such time as an aggregate of nine million ounces of silver have been delivered to us, and 40% of the silver thereafter for the remainder of the life of the mine. Our stream interest covers an area of approximately 1,094 square kilometers. Under the terms of the agreement, Triple Flag was granted a ROFR over future streaming agreements, royalty agreements or similar transactions related to minerals produced at the Northparkes mine. The parties' obligations under the stream are unsecured.
On December 18, 2023, Evolution announced that it had completed the acquisition of CMOC's 80% interest in the Northparkes mine. In connection with such acquisition, Evolution assumed the obligations of CMOC and its subsidiaries under the Northparkes Stream Agreement.
On February 10, 2026, Triple Flag announced that TF International had agreed with Evolution to fund $84.3 million in the fourth quarter of 2026 to develop the new gold-dominant E44 open pit deposit at Northparkes. In addition, Evolution has committed to guaranteed minimum deliveries of 45,052 ounces of gold and 446,200 ounces of silver over the 2030 to 2037 period from the E44 gold deposit. Deliveries to Triple Flag from the E44 gold deposit are excluded for the purpose of calculating the step-down milestones under the Northparkes Stream Agreement.
OperationsEmployees
We currently have 20 employees, 16 of whom are employed in Canada and 4 employed internationally. Our employees are not subject to a labor contract or collective bargaining agreement. We consider our overall employee relations to be good.
Sale of Precious Metals Credits
Under our precious metals streaming agreements, precious metals are acquired by us from the mine operator in the form of precious metals credits, which we then sell through financial institutions specializing in precious metals dealing such as third-party dealers and brokers. We recognize revenue from the sale of precious metals credits at the time of the sale of such credits, which is the date that control of the credits is transferred to the purchaser. We would not be materially affected if any of these financial institutions cease to purchase precious metals credits from us as there are alternative precious metals dealers available to us.
Regulation of Operations/Interests
We have stream, royalty and other similar interests in respect of mines and properties in Argentina, Australia, Bolivia, Botswana, Brazil, Burkina Faso, Canada, Chile, Colombia, Côte d'Ivoire, the Dominican Republic, French Guiana, Ghana, Guatemala, Honduras, Mexico, Mongolia, New Zealand, Nicaragua, Peru, Russia, South Africa, Tanzania and the United States. Those operations are subject to regulation (and changes thereto) in those jurisdictions with respect to land tenure, productions, export controls, taxation, environmental legislation, land and water use, local indigenous people's interests, mine safety and expropriation of property. Although we, as a stream or royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits could result in injunctive action, orders to suspend or cease operations, damages and civil and criminal penalties on the operators, which could have a material adverse effect on our results of operations and financial condition.
Competitive Conditions
We compete with other providers of streaming and royalty financing, and in particular Franco-Nevada Corporation, Wheaton Precious Metals Corp., Royal Gold, Inc. and OR Royalties Inc., among others. In addition, we compete with many other alternative providers of finance to the mining sector, as well as providers of traditional debt and equity financing. Many of our competitors have been established longer than us and may have larger financial resources than we do. Our ability to acquire additional precious metals streams and royalties in the future will depend on our ability to select
suitable properties, be successful in any competitive process initiated by a mine operator in respect of a property, and to obtain required financing.
THREE-YEAR HISTORY
Events Subsequent to December 31, 2025Agreement with Evolution for the Development of the E44 Deposit
On February 10, 2026, Triple Flag announced that TF International had agreed with Evolution to fund $84.3 million in the fourth quarter of 2026 to develop the new gold-dominant E44 open pit deposit at Northparkes. In addition, Evolution has committed to guaranteed minimum deliveries of 45,052 ounces of gold and 446,200 ounces of silver over the 2030 to 2037 period from the E44 gold deposit (collectively, the "E44 Amendment").
The E44 gold deposit is a gold-dominant deposit located approximately 21 kilometers away from current mill infrastructure and mining areas. Pursuant to the E44 Amendment, TF International is entitled to purchase 20% of payable gold and 30% of payable silver from the E44 gold deposit for an ongoing payment of 10% of the spot gold and silver price for each ounce delivered.
Financial Year Ended December 31, 2025Renewal of Normal Course Issuer Bid
In November 2025, Triple Flag received approval from the Toronto Stock Exchange (the "TSX") to renew its normal course issuer bid ("NCIB") and Triple Flag also re-established an Automatic Share Purchase Plan ("ASPP") with the designated broker responsible for the NCIB to allow for the purchase of common shares under the NCIB at times when Triple Flag would ordinarily not be permitted to purchase common shares due to regulatory restrictions and customary self-imposed blackout periods. See "Capital Structure - Normal Course Issuer Bid". As at December 31, 2025, the Company had purchased 518,300 of its common shares under the NCIB for $9.0 million. From January 1, 2026, to March 25, 2026, the Company had purchased 26,459 of its common shares under the NCIB for $1 million.
Acquisition of Minera Florida Royalties (1.5% and 0.8% net smelter returns ("NSR") royalties)
On August 27, 2025, Triple Flag acquired a portfolio of royalties (the "Minera Florida Royalties") on the Minera Florida gold mine in Chile, operated by Pan American Silver Corp., from unrelated third parties for total cash consideration of
$23.0 million. The portfolio consists of a 0.8% NSR royalty on the Agua Fria concessions, a 1.5% NSR royalty on the Mila concessions, and a 1.5% NSR royalty on the Los Moscos and Piche concessions.
Acquisition of Orogen Royalties Inc. ("Orogen")
On July 9, 2025, Triple Flag completed the acquisition of all the issued and outstanding common shares of Orogen pursuant to the plan of arrangement (the "Orogen Transaction"). Triple Flag paid C$171.5 million in cash in total and issued 5,633,629 Triple Flag common shares to Orogen shareholders. All of Orogen's royalty assets, except for the 1.0% NSR royalty on the Arthur gold project (formerly the Expanded Silicon project) in Nevada, were spun off to a separate publicly traded company ("Orogen Spinco") as part of the Orogen Transaction. In conjunction with the completion of the Orogen Transaction, Triple Flag invested C$10.0 million to acquire 6,756,757 common shares (an approximate ownership interest of 11%) of Orogen Spinco. Following the acquisition, Orogen Royalties Inc. was renamed to Triple Flag Nevada Inc. and Orogen Spinco assumed the name of Orogen Royalties Inc.
Acquisition of 1.5% gross revenue royalty ("GRR") on the Johnson Camp Mine
On June 26, 2025, Triple Flag acquired a 1.5% GRR from Greenstone Excelsior Holdings L.P. ("Greenstone") on the Johnson Camp Mine in Arizona, United States, operated by Gunnison Copper Corp. for total cash consideration of $4.0
million. This royalty is in addition to the pre-existing 1.5% GRR which Triple Flag already owns on the Johnson Camp Mine.
Renewal of Credit Facility
On April 22, 2025, Triple Flag renewed and upsized its revolving credit facility (the "Credit Facility") at more favorable terms. Following the renewal, Triple Flag has a Credit Facility of $700 million with an additional uncommitted accordion of up to $300 million, for total available liquidity of $1 billion. This represents an increase from the previous credit facility agreement which had credit facility of $500 million and an accordion of up to $200 million.
Acquisition of 0.5% GRR on the Tres Quebradas lithium project
On March 19, 2025, Triple Flag completed the acquisition of an existing 0.5% GRR from Lithium Royalty Corp. for total cash consideration of $28.0 million. The royalty covers all mineral properties comprising the Tres Quebradas lithium project. The project is located in Catamarca province, Argentina and is 100%-owned and operated by Zijin Mining Group Co., Ltd. through its subsidiary Liex SA.
Acquisition of 5% silver and gold streams on Arcata and Azuca mines
On February 27, 2025, Triple Flag completed the acquisition of 5% silver and gold streams on each of the Arcata and Azuca mines (the "Sierra Sun Streams") operated by Sierra Precious Metals S.A.C., for total cash consideration of $35.0 million. Triple Flag will make ongoing payments of 10% of the spot silver and gold price for each ounce delivered under the Sierra Sun Streams. The Sierra Sun Streams cover the existing mining and exploration licenses for the Arcata and Azuca mines, both located in Peru, for the life of the operations. There is no step-down in stream rates.
Financial Year Ended December 31, 2024Normal Course Issuer Bid
In November 2024, Triple Flag received approval from the TSX to renew its NCIB and Triple Flag also re-established an ASPP with the designated broker responsible for the NCIB to allow for the purchase of common shares under the NCIB at times when Triple Flag would ordinarily not be permitted to purchase common shares due to regulatory restrictions and customary self-imposed blackout periods. See "Capital Structure - Normal Course Issuer Bid". As at December 31, 2024, the Company had purchased 615,200 of its common shares under the NCIB for $8.916 million. From January 1, 2025, to March 26, 2025, the Company had purchased 488,600 of its common shares under the NCIB for $8.0 million.
Executive Leadership Transition
On September 26, 2024, following the departure of our founder and former Chief Executive Officer, Shaun Usmar, Sheldon Vanderkooy was appointed as Chief Executive Officer, James Dendle as Chief Operating Officer and Eban Bari as Chief Financial Officer. Drawing upon our succession planning matrix, we successfully filled the roles internally.
Acquisition of 3% Gold Streams on Agbaou and Bonikro
On August 14, 2024, Triple Flag completed the acquisition of 3% gold streams on each of the Agbaou and Bonikro mines (the "Allied Streams") operated by Allied Gold Corp. ("Allied") and also acquired the right to purchase metal based on production from January 1, 2024, to August 14, 2024 ("Initial Ounces"), for total cash consideration of $53.0 million. Triple Flag will make ongoing payments of 10% of the spot gold price for each ounce delivered under the streams. The streams cover the existing mining and exploration licenses for the Agbaou and Bonikro mines, both located in Cote d'Ivoire.
The Agbaou gold stream will step down to 2% payable gold after the delivery of 29,000 ounces of gold, and the Bonikro gold stream will step down to 2% payable gold after the delivery of 39,300 ounces of gold. From 2024 to 2027, both streams are subject to a period of annual minimum deliveries. Under the Agbaou stream, an annual minimum of
approximately 2,500 to 2,750 ounces will be delivered and under the Bonikro stream, an annual minimum of approximately 3,500 to 4,200 ounces will be delivered. Allied has granted a parent guarantee in favour of the Company under the terms of the respective stream agreements.
The total cash consideration of $53.0 million was comprised of $46.1 million relating to the Allied Streams and $6.9 million relating to the Initial Ounces. These ounces were sold prior to the end of the third quarter of 2024.
Acquisition of Additional Tamarack Royalty
On July 5, 2024, Triple Flag acquired an additional 1.0% NSR royalty from Talon Nickel (USA) LLC ("Talon"), a wholly owned subsidiary of Talon Metals Corp., a TSX-listed company, which will be paid out of Talon's participating interest in the Tamarack project for total consideration of $8 million ("Additional Tamarack Royalty"). The Additional Tamarack Royalty is subject to a buydown right to reduce the royalty rate to 0.6% for $5.0 million, exercisable for a period of two years, subject to certain conditions. The Additional Tamarack Royalty is in addition to the 1.11% NSR royalty which Triple Flag already owns on the Tamarack project.
Kensington Litigation Settlement
On March 28, 2024, Triple Flag and Coeur Mining ("Coeur") entered into a settlement agreement to resolve litigation regarding the terms of a royalty held by Triple Flag on Coeur's Kensington gold mine.
As part of the settlement agreement, Triple Flag will receive $6.75 million in Coeur shares ($3.0 million received in April 2024, and $3.75 million to be received in the first quarter of 2025). The Coeur share consideration is in settlement of royalties in arrears and litigation expenses incurred.
Further to that settlement, Triple Flag and Coeur agreed to amend the terms of the existing Kensington royalty to provide that: effective January 1, 2024, the royalty will pay at a rate of 1.25% of net smelter returns occurring through to December 31, 2026, the royalty rate will increase to 1.50% of net smelter returns from January 1, 2027; and the amended NSR royalty is subject to a cap of two million ounces of gold, adjusted for consideration received related to royalties in arrears.
Financial Year Ended December 31, 2023Acquisition of Johnson Camp Mine Royalty
On November 30, 2023, the Company in conjunction with Greenstone entered into a financing transaction with Excelsior Mining Corp. ("Excelsior"). The closing of the financing was a condition subsequent to a previously announced extension of the maturity date of Excelsior's existing $15 million credit facility with Nebari Natural Resources Credit Fund I LP. As part of the financing transaction, the Company acquired a 1.5% GRR on the Johnson Camp Mine in Arizona, United States, operated by Excelsior, for consideration of $5.5 million in cash (the "Johnson Camp Mine Royalty").
Acquisition of Additional royalty interest in Stawell Gold Mines Pty Ltd
On September 25, 2023, the Company entered into an agreement with Stawell Gold Mines Pty Ltd ("Stawell") for the acquisition of an additional 2.65% NSR gold royalty. This is in addition to the pre-existing 1.0% NSR royalty on gold that Triple Flag already held. Both royalties cover future production at the Stawell gold mine in Victoria, Australia. Triple Flag acquired the additional royalty interest for cash consideration of $16.6 million.
Normal Course Issuer Bid
In November 2023, Triple Flag received approval from the TSX to renew its NCIB and Triple Flag also re-established an ASPP with the designated broker responsible for the NCIB to allow for the purchase of common shares under the NCIB at times when Triple Flag would ordinarily not be permitted to purchase common shares due to regulatory restrictions and customary self-imposed blackout periods. See "Capital Structure - Normal Course Issuer Bid".
Stornoway Stream and Bridge Financing
During the three months ended September 30, 2023, the Renard mine, operated by Stornoway Diamonds (Canada) Inc. ("Stornoway"), experienced financial difficulties due to adverse market conditions, such as increased operational costs due to inflationary pressures and the continued decline of diamond prices due to lower demand. On September 27, 2023, this was further exacerbated by India's diamond trade bodies urging its members to halt imports of rough diamonds from mid-October to mid-December to manage supplies. As a result of the prolonged softening of the diamond market over the third quarter, Triple Flag concluded that an indicator of impairment existed. On October 27, 2023, the Renard mine was placed in care and maintenance and Stornoway filed for creditor protection under the Companies' Creditors Arrangement Act ("CCAA") in Quebec.
As a result, Triple Flag concluded that there is no reasonable expectation of recovery of the loan receivable and determined that the recoverable amount of the Renard stream was nil, resulting in a total impairment charge of $20.2 million. The Company does not expect significant recoveries from Stornoway and recovery in future periods is expected to be immaterial.
Beaufor Royalty
In the second half of 2022, Monarch Mining Corporation ("Monarch"), owner of the Beaufor mine, suspended its operations at the Beaufor mine due to financial and operational challenges. On September 27, 2022, the mine was put on care and maintenance for an indefinite period. Due to the continued suspension of operations at the Beaufor mine, the Company concluded that this was a triggering event. As a result, management performed an impairment analysis for the Beaufor royalty investment as at December 31, 2022, resulting in the Beaufor royalty being written down to its estimated recoverable amount of $6.8 million.
During the three months ended September 30, 2023, management concluded that the continued suspension of operations at the Beaufor mine, now exceeding 12 months, coupled with the market activity and financial position of Monarch as at June 30, 2023, was a triggering event. Triple Flag determined the recoverable amount of the Beaufor royalty investment to be nil and therefore recorded an impairment charge of $6.8 million.
Acquisition of Agbaou Royalty
On June 23, 2023, the Company entered into an agreement with Auramet Capital Partners, L.P. ("Auramet") for the acquisition by the Company of the 2.5% NSR royalty Auramet held on the Agbaou gold mine in Côte d'Ivoire, operated by Allied Gold Corporation ("Agbaou Royalty"). Triple Flag acquired the Agbaou Royalty for total consideration of
$15.5 million of which $13.5 million was paid in cash and the remaining $2.0 million paid through an in-kind contribution of an asset held by the Company.
Acquisition of Maverix
On January 19, 2023, Triple Flag completed its acquisition of all the issued and outstanding common shares of Maverix by way of a plan of arrangement under the CBCA (the "Arrangement"). In aggregate, Triple Flag issued 45.1 million of its common shares and paid $86.7 million in cash to former Maverix shareholders. The Triple Flag shares that were issued pursuant to the Arrangement were listed and posted for trading on the TSX and the New York Stock Exchange ("NYSE"). On completion of the Arrangement, existing Triple Flag and former Maverix shareholders owned approximately 78% and 22% of the pro forma outstanding shares of Triple Flag, respectively.
ENVIRONMENT, SOCIAL AND GOVERNANCE
We believe strong sustainable performance is critical to the long-term success of our organization, the mining industry and host communities. We believe that optimal Environmental, Social and Governance ("ESG") performance helps ensure
that the mines and projects we invest in are developed and operated responsibly. To that end, our ESG approach is two-pronged:
We ensure portfolio quality by investing in streams and royalties on mines and projects where our due diligence determines that our counterparties demonstrate appropriate ESG management and performance. Strong ESG performance by our partners helps ensure our investments enjoy the privilege to operate with their host communities and governments over the long term, which protects our business and shareholders.
We contribute to the mining industry through our own practices, actions and community investments, and by exerting influence across our portfolio.
We continued to report on our ESG performance and that of our principal assets to our shareholders, and other stakeholders. We published our fourth annual Sustainability Report, titled "2024 Sustainability Report", in July 2025. This report presents information on our sustainability approach, governance, and performance for the 2024 calendar year. This report was prepared in accordance with the Global Reporting Initiative ("GRI") Standards 'Core option' and served as our Communication on Progress for the UNGC in support of the Sustainable Development Goals ("SDGs"). We have continued to align with the Sustainability Accounting Standards Board's ("SASB") Metals and Mining Standard and the Asset Management and Custody Activities Standard. Our current Sustainability Report, as well as other ESG related policies, are available on our website at www.tripleflagpm.com.
In 2025, Sustainalytics ranked Triple Flag 1 out of 104 companies across the precious metals industry, with an absolute risk rating of 7.3 (negligible risk). Sustainalytics is a global leader in the fields of responsible investing and sustainable finance. Supported by a robust materiality framework, Sustainalytics' ESG Risk Ratings provide a quantitative measure of unmanaged ESG Risk. The Sustainalytics ESG Risk Rating Methodology takes into consideration a multitude of factors and can be used to compare companies across all covered sub-industries.
In the third quarter of 2025, we received our third consecutive rating of AA in the MSCI ESG Ratings assessment, being recognized as a leader in ESG management. MSCI ESG Research provides ratings on global public companies on a scale of AAA (leader) to CCC (laggard), according to exposure to industry-specific ESG risks and the ability to manage those risks relative to peers. Triple Flag falls into the highest scoring range for corporate governance relative to peers and performed higher than the industry average in the environmental and social categories, excelling in community relations and health & safety metrics.
Diversity and InclusionWe respect and recognize all aspects of diversity. Accordingly, we set a target of 30% diversity in senior management by 2025, which we achieved and continue to maintain. We also set a target of 30% women on our Board by 2025, which we achieved and continue to maintain. The Board is guided in this pursuit by our diversity and inclusion policy (the ''Diversity and Inclusion Policy''). The Diversity and Inclusion Policy ensures that we promote diversity across all levels of our organization, including at the Board and senior management levels, and informs us of our decisions on recruitment, assessment and professional development. The Board, senior management and all our employees are expected to adhere to the requirements of the Diversity and Inclusion Policy. The Governance & Sustainability Committee regularly monitors the performance of the Company against the Diversity and Inclusion Policy. We maintain confidential mechanisms for our employees to report actual or suspected incidents of unlawful discrimination and harassment and demonstrate zero tolerance for any form of discrimination or harassment in our workplace.
As of March 17, 2026, three of nine members on our Board, or approximately 33%, and 43% of our independent directors, identify as women. The target of 30% women on the Board by 2025 was achieved and has been maintained since 2023. No member of the Board identifies as a visible minority, Indigenous person or person with a disability. Of the members of senior management, four of ten (40%) identify as members of designated groups, with one of ten (10%) identifying as women and three of ten (30%) identifying as visible minorities, with no members identifying as an Indigenous person or person with a disability.
Diversity and gender will continue to be two of several factors that are considered when identifying potential Board and senior management candidates. We have now achieved our stated gender target and will continue to seek out opportunities to increase representation on our Board, in our senior management team and throughout our workforce. When recruiting for management, Board and all other vacancies, Triple Flag includes a variety of candidates from a cross-section of diverse backgrounds from which to make appointments. With annual voluntary turnover at 5% of a total current full-time workforce of 20, we continue to monitor our limited opportunities to further the diversity of the team.
RISK FACTORS
Risk is an inherent component of Triple Flag's business. The ability to deliver on our vision and strategic objectives depends on our ability to understand and effectively respond to and mitigate the risks or uncertainties we face. Investors should carefully consider all the information disclosed in this AIF. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and results of operations. The occurrence of any of the risks discussed below could materially adversely affect our business, prospects, financial condition, results of operations or cash flow.
Risks Related to Our Business and IndustryChanges in commodity prices will affect the revenues generated from our portfolio and our profitability
The revenue derived by us from our asset portfolio is and will continue to be significantly affected by changes in the price of the commodities underlying our streams, royalties and other similar interests, and in particular, the price of gold and silver. Commodity prices, including those to which we are exposed, fluctuate on a daily basis and are affected by numerous factors beyond our control, including levels of supply and demand, industrial investment levels, inflation and interest rates, the strength of the U.S. dollar and geopolitical events. Global conflicts and the restrictive actions that have been or may be taken by Canada, the U.S., and other countries in response thereto, including sanctions and export controls, have had and could continue to have negative impacts on commodity prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments.
Future material price declines may result in a decrease in revenue or, in the case of severe declines that cause a suspension or termination of production by relevant operators, a complete cessation of revenue from streams, royalties and other similar interests applicable to one or more relevant commodities. Moreover, despite our commodity diversification, the broader commodity market tends to be cyclical, and a general downturn in overall commodity prices could result in a significant decrease in overall revenue. Any such price decline may result in a material adverse effect on our profitability, results of operations and financial condition.
The precious metals subject to our stream, royalty or other similar interests are produced or will generally be produced as by-product metals at some of the properties in respect of which we hold a stream, royalty or other similar interest; therefore, production decisions and the economic cut-off applied to the reporting of Mineral Resources and Mineral Reserves, as applicable, will be influenced by changes in the commodity prices of other metals at the mines. Where our interest is in respect of a by-product metal, commodity prices of the by-product metal and the principal metal may diverge such that the interests of owners or operators and our interests may not be aligned. Where such misalignment occurs, such owners or operators may, for example, decide to develop or mine portions of a deposit which may have a lower by-product metal content. Such a decision could adversely affect the timing of, or reduce, deliveries under our stream, royalty or other similar interests.
We have limited or no control over the operation of the properties in which we hold an interest and the operators' failure to perform or decision to cease or suspend operations will affect our revenues
We are not directly involved in the operation of mines. The revenue derived from our asset portfolio is based on production by third-party property owners and operators. The owners and operators generally will have the power to determine the way the properties are exploited, including decisions to expand, continue or reduce, suspend or discontinue production from a property, decisions about the marketing of products extracted from the property and decisions to advance exploration efforts and conduct development of non-producing properties. The interests of third-party owners and
operators and our interests in the relevant properties may not always be aligned. For example, it will usually be in our interest to advance development and production on properties as rapidly as possible to maximize near-term cash flow, while third-party owners and operators may take a more cautious approach to development as they are at risk regarding the cost of development and operations. Likewise, it may be in the interest of property owners to invest in the development of and emphasize production from projects or areas of a project that are not subject to stream, royalty or other similar interests or which may have lower grades of metals or reduced recoveries of metals subject to such stream, royalty or other similar interests. Our inability to control the operations for the properties in respect of which we have a stream, royalty or other similar interest may result in a material adverse effect on our profitability, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives, be unable or unwilling to fulfill their obligations under their contracts with Triple Flag, have difficulty obtaining or be unable to obtain the financing necessary to advance projects or experience financial, operational or other difficulties, including insolvency, which could limit the owner or operator's ability to perform its obligations under arrangements with us.
At any time, any of the operators of the properties in respect of which we hold a stream, royalty or other similar interest or their successors may decide to suspend or discontinue operations. We may not be entitled to any material compensation if any of the properties in respect of which we hold a stream, royalty or other similar interest shuts down or discontinues their operations on a temporary or permanent basis.
Any adverse development related to our material streams and royalty interests, and other assets and properties that we may acquire in the future, may affect the revenue derived from such assets and could have a material adverse effect on our financial results
Currently, our most significant assets and properties are the streams on the Northparkes mine, Cerro Lindo mine and Buritica mine. In addition, we may acquire additional significant assets and properties in the future and some of our existing assets may become significant if and as they move into production. Any adverse development affecting the development or operation of, production from or recoverability of Mineral Reserves from the Northparkes mine, Cerro Lindo mine and Buritica mine or any other material property in the asset portfolio from time to time, such as, but not limited to, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, pit wall failures, tailings dam failures, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, or the inability to hire suitable personnel and engineering contractors or secure supply agreements on commercially suitable terms, would affect the revenues of such assets and may have a material adverse effect on our profitability, results of operations and financial condition. Any adverse decision made by the owners and operators, including for example, alterations to development or mine plans or production schedules, or any other adverse developments in respect of the mines or their productivity, may impact the timing and amount of revenue that we receive from such assets and properties, and likewise may have a material adverse effect on our profitability, results of operations and financial condition.
A significant portion of our revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated
A significant portion of our revenue for the year ended December 31, 2025, came from three of our assets, being our streams on the Northparkes mine, Cerro Lindo mine and Buritica mine. These assets may continue to represent a significant portion of our revenue for future periods. This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators of one or more of these properties could have a more significant or longer-term impact on our results of operations than if our revenue was less concentrated.
Many of the properties in respect of which we hold an interest may never achieve commercial production, and we may lose our entire investment
Many of the projects or properties in respect of which we hold an interest are in the development, exploration or expansion stage. There can be no assurance that construction, development or expansion will be completed on a timely basis or at all. If such properties do not reach commercial production, we will not be able to secure repayment of any upfront deposit
paid to the counterparty under the terms of the applicable contract, which may have a material adverse effect on our profitability, results of operations and financial condition.
In addition, due to the early-stage or development nature of many of the properties in respect of which we hold an interest, the owners or operators of some of such properties have experienced financial difficulties and, in some cases, required covenant waivers pursuant to their credit and other financing documents. To the extent that any of the owners or operators of properties in respect of which we hold a stream, royalty or other similar interest default under their credit or other financing documents, this could delay or inhibit operations at the relevant properties, which may have a material adverse effect on our profitability, results of operations and financial condition.
Where material uncertainty exists that may cast significant doubt on an operator's ability to continue as a going concern, we may be asked to provide additional capital to these entities and may decide to do so to preserve the value of our initial investment. There is a risk that the values of certain of our assets may not be recoverable if the operating entities cannot raise additional capital to continue to explore and develop their assets. The value of our interests in these projects could thus be negatively affected by many factors, some of which cannot be assessed at the time of investment. Although we undertake a due diligence process for every investment, mining exploration and development are subject to many risks, and it is possible that the value realized by us will be less than the original investment.
In addition, until a deposit is mined, and ore is processed, the quantity of metal and grades must be considered as estimates only. A development project has no relevant commercial operating history upon which to base estimates of future production and cash operating costs. Estimates of proven and probable Mineral Reserves, Mineral Resources and cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and studies that derive estimates of cash operating costs from anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of gold from the ore, estimated operating costs, anticipated climatic conditions and other factors. As a result, it is possible that actual capital and operating costs will differ significantly from those currently estimated by the owner or operator of the project prior to production. Moreover, it is not unusual in new mining operations to experience construction delays or unexpected problems during the start-up phase. Delays can also occur at the start of commercial production or during ramp up to nameplate capacity. In addition, experience from actual mining or processing operations may identify new or unexpected conditions that could reduce production below or increase capital or operating costs above estimates. The occurrence of any of these events could have a material adverse effect on our profitability, results of operations and financial condition.
Sales of assets in respect of which we hold an interest may result in a new operator and any failure of such operator to perform could affect our revenues
The owners or operators of the projects or mines in respect of which we hold an interest may from time to time announce transactions, including the sale or transfer of the projects or mines or of the operator itself, over which we have little or no control. If such transactions are completed, they may result in a new operator controlling the project or mine, who may or may not operate the project or mine in a similar manner as the current operator which may positively or negatively impact us. If any such transaction is announced, there is no certainty that such transaction will be completed, or completed as announced, and any consequences of such non-completion for Triple Flag may be difficult or impossible to predict.
We may acquire streams, royalties or other similar interests in respect of properties that are speculative and there can be no guarantee that mineable deposits will be discovered, developed or mined successfully
Exploration for metals and minerals is a speculative venture that involves substantial risk. There is no certainty that the expenditures made by the operator of any given project will result in discoveries of commercial quantities of minerals on lands where we hold streams, royalties or other similar interests.
If mineable deposits are discovered, substantial expenditures are required to establish Mineral Reserves through drilling, to develop processes to extract the Mineral Resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that Mineral Resources will be discovered in sufficient quantities to justify commercial operations or that the funding required for development can be obtained on terms
acceptable to the operator or at all. Although, in respect of these properties, we intend to hold only streams, royalties or other similar interests and not be responsible for these expenditures, the operator may not be in a financial position to obtain the necessary funding to advance the project.
We have limited access to data and disclosure regarding the operation of properties in respect of which we hold interests, which will affect our ability to assess and predict the performance of our streams, royalties and other similar interests
As a holder of streams, royalties and other similar interests, we generally have limited access to data on the operations or on actual properties themselves. Accordingly, we must rely on the accuracy and timeliness of the public disclosure and other information we receive from the owners and operators of the properties in respect of which we hold streams, royalties and other similar interests. We use such information, including production estimates, in our analyses, forecasts and assessments related to our own business. If such information contains material inaccuracies or omissions, our ability to assess and accurately forecast performance or achieve our stated objectives may be materially impaired. In addition, some streams, royalties or other similar interests may be subject to confidentiality arrangements which govern the disclosure of information with regard to the streams, royalties or other similar interests and, as such, we may not be in a position to publicly disclose such information with respect to certain streams, royalties or other similar interests. The limited access to data and disclosure regarding the operations of the properties in respect of which we hold an interest may restrict our ability to enhance our performance which may result in a material adverse effect on our profitability, results of operations and financial condition.
Although we attempt to secure contractual rights when we create new stream, royalty or other similar interests, such as audit or access rights, that will permit us to monitor operators' compliance with their obligations to us, there can be no assurance that such rights will always be sufficient to ensure such compliance or to affect operations in ways that would be beneficial to us.
We depend on our operators for the calculation of certain payments, and it may not be possible to detect errors in payment calculations
Payments and deliveries to us for streams, royalties and other similar interests are calculated by the operators of the relevant properties based on the reported production. Each operator's calculations are subject to and dependent upon the adequacy and accuracy of its production and accounting functions, and errors may occur from time to time in the calculations made by an operator. Certain contracts for streams, royalties and other similar interests require the operators to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in such calculations. We do not, however, have the contractual right to receive production information for all of our streams, royalties and other similar interests. As a result, our ability to detect payment errors in respect of streams, royalties and other similar interests through our monitoring program of an operator's interests and its associated internal controls and procedures is limited, and the possibility exists that we will need to make retroactive revenue adjustments in respect of streams, royalties or other similar interests. Some of our contracts for streams, royalties and other similar interests provide the right to audit the operational calculations and production data for the associated payments and deliveries in respect of such streams, royalties and other similar interests; however, such audits may occur many months following our recognition of the revenue in respect of the streams, royalties and other similar interests and may require us to adjust our revenue in later periods.
We are dependent on the payment or delivery by the owners and operators of the properties in respect of which we have a stream, royalty or other similar interest, and any delay in or failure of such payments will affect the revenues generated by the asset portfolio
We are dependent upon the financial viability of owners and operators of the relevant properties in respect of which we hold streams, royalties and other similar interests. Payments and deliveries from production generally flow through the operator and there is a risk of delay and additional expense in receiving such payments or deliveries. Payments and deliveries may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, the ability or willingness of smelters and refiners to process mine products, delays in the connection of wells to a gathering system, accidents, recovery by the operators of expenses incurred in the operation of the properties, the establishment by the operators of reserves for such expenses or the insolvency of the operator. Our rights to payment or delivery for streams,
royalties and other similar interests must, in some cases, be enforced by contract without the protection of the ability to liquidate a property. This inhibits our ability to collect outstanding payments or deliveries in respect of such streams, royalties or other similar interests upon a default. Additionally, some contracts may provide limited recourse in particular circumstances which may further inhibit our ability to recover or obtain equitable relief in the event of a default under such contracts. In the event of a bankruptcy of an operator or owner, it is possible that an operator may claim that we should be treated as an unsecured creditor and, therefore, have a limited prospect for full recovery of revenue; there is also a possibility that a creditor or the owner or operator may claim that the royalty or stream contract should be terminated in the insolvency proceeding. Alternatively, to preserve our interest in a stream, royalty or other similar interest in the context of an insolvency or similar proceeding, we may be required to make additional investments in, or provide funding to, owners or operators, which would increase our exposure to the relevant interest and counterparty risk. Failure to receive payments or deliveries from the owners and operators of the relevant properties or termination of our rights may result in a material adverse effect on our profitability, results of operations and financial condition. The conflict between Russia and Ukraine and any restrictive actions that have been or may be taken in response thereto, including sanctions and export controls, have had and could continue to have negative impacts on our ability to receive payments under our royalty interest in the Omolon Hub in Russia that is operated by Mangazeya Mining LLC, and have had and could continue to have negative impacts on Mangazeya Mining LLC's operation of the Omolon Hub mining operation.
Future pandemics and public health emergencies may significantly impact us
Future pandemics and public health emergencies could have significant adverse impacts on our business. Future pandemics and public health emergencies may have a significant impact on the global economy and commodity and financial markets, including extreme volatility in financial markets, a slowdown in economic activity, extreme volatility in commodity prices (including gold and silver) and supply disruptions. Any such pandemics or public health emergencies may not be adequately responded to locally, nationally, regionally or internationally due to lack of preparedness to detect and respond to outbreaks or respond to significant threats. In addition, a government may impose strict emergency measures in response to the threat or existence of a pandemic or public health emergency. If the operation or development of one or more of the properties in which we hold a stream, royalty or other similar interest and from which we receive or expect to receive significant revenue is suspended and remains suspended as a result of a pandemic or public health emergency, or if production is reduced due to public health related restrictions and/or supply disruptions, it may have a material impact on our profitability, results of operations and financial condition. The broader impact of pandemics and public health emergencies on investors, businesses, the global economy or financial and commodity markets may also have a material adverse impact on our profitability, results of operations and financial condition.
To the extent that a pandemic or public health emergency adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described herein, including, but not limited to, risks relating to commodity prices and commodity markets, commodity price fluctuations, credit and liquidity of counterparties, our indebtedness, our ability to raise additional capital, our ability to enforce security interests and information systems and cyber security and risks related to the mining properties we have interests in, such as risks related to Mineral Resource and Mineral Reserve estimates, production forecasts, impacts of governmental regulations, international operations, availability of infrastructure and employees and challenging global financial conditions.
Financial conditions in the countries where we operate may destabilize, and we are subject to global financial conditions
Global and country-specific financial conditions could suddenly and rapidly destabilize in response to future events. The global economy continues to experience substantial disruption and uncertainty due to rising geopolitical tensions, including the U.S. intervention in Venezuela, the Russian invasion of Ukraine and related government sanctions, conflicts in the Middle East and elsewhere, the imposition of new tariffs by the Trump administration in the United States and the potential for significant changes to U.S. trade policies and treaties. Ongoing and newly adopted protectionism measures, including the imposition of tariffs as well as related retaliatory measures and/or the threat or initiation of trade disputes, if implemented for any period of time, could contribute to a decline in global alignment. These events may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults, and government authorities may have limited resources to respond to future
crises. Any sudden or rapid destabilization of global or country-specific economic conditions could negatively impact our ability, or the ability of the owners or operators of the properties in respect of which we hold streams, royalties or other similar interests, to obtain equity or debt financing or make other suitable arrangements to finance their projects. In the event of increased levels of volatility or a rapid destabilization of global economic conditions, our profitability, results of operations and financial condition could be adversely affected.
We are exposed to counterparty and liquidity risk, and any delay or failure of counterparties to make payments will affect our revenues
We are exposed to various counterparty risks including, but not limited to (i) through financial institutions that hold our cash and metals credit inventory, (ii) through our stream, royalty and other similar interest counterparties, (iii) through other companies that have payables due to us, (iv) through our insurance providers and (v) through our lenders. We are also exposed to liquidity risks in meeting our operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact our ability to obtain loans, other credit facilities or equity financing in the future or to obtain them on terms favorable to us.
Some of the agreements governing Triple Flag's stream and royalty interests contain terms that reduce the revenue generated from those interests upon the achievement of certain milestones
Revenue from some of Triple Flag's stream and royalty interests decreases after certain milestones are achieved. For example, the stream interests on the Cerro Lindo mine, Northparkes mine, Impala Bafokeng PGM Operations and ATO mine and certain of Triple Flag's royalty interests at other properties, contain these types of limitations. As a result, past production and revenue related to these interests may not be indicative of future results.
Streams, royalties and other similar interests may be subject to buyback or buydown rights in favor of counterparties that could adversely affect the revenues generated from such assets
Some of our streams, royalties and other similar interests are, and future streams and royalties may be, subject to buyback or buydown rights pursuant to which an operator may permanently eliminate or reduce our interest or entitlement under the relevant stream, royalty or other similar interest. The exercise of any buyback or buydown rights may result in an adverse effect on our profitability, results of operations and financial condition.
Streams, royalties and other similar interests may not be honored by operators of a project
Streams, royalties and other similar interests in respect of natural resource properties are largely contractual in nature. Parties to contracts do not always honor contractual terms and the contracts themselves may be subject to interpretation or technical defects. To the extent the grantors of streams, royalties and other similar interests do not abide by their contractual obligations, we would be forced to take legal action to enforce our contractual rights. A subsidiary of Steppe Gold Ltd. is currently in default of its delivery obligations under the ATO streaming agreement and we are pursuing legal enforcement of our contractual rights. Such legal action may be time consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us, may have a material adverse effect on our profitability, results of operations and financial condition. Not all of our streams, royalties and other similar interests are secured or have the benefits of guarantees, our security interests, if any, may be subordinated, and security interests and guarantees may be difficult to enforce.
Not all our streams, royalties and other similar interests are secured, including some of our principal streams and royalties
In a default, liquidation or realization situation, any Triple Flag unsecured interest will be satisfied pro rata with all other unsecured claims after all secured claims, property claims and prior ranking claims are satisfied in full. Absent a security interest, our likely potential recourse against a defaulting property owner or mining operator is for breach of the applicable contract which will result in a claim for unsecured damages for which recovery is remote and time-consuming. If a mining operator or property owner has insufficient funds to pay its liabilities and obligations as they become due, it is possible
that other liabilities and obligations will be satisfied prior to the liabilities and obligations owed to us under the applicable royalty or streaming agreement.
Even valid security interests which are held by us may be (i) subordinated, (ii) unenforceable, (iii) difficult to enforce or
(iv) subject to attack by other creditors or stakeholders. If our security is subordinated, we may be prohibited from enforcing our security, even if a default has occurred, until steps are undertaken by senior creditors or until otherwise permitted under the applicable subordination agreement. In addition, any recovery or distribution in respect of a counterparty's subordinated obligations may be postponed until senior creditors are indefeasibly paid in full. Even if we are permitted to enforce our security interests, if any, the security interest may be difficult to enforce because of the nature of the security interest and issues beyond our control, including court orders, restricted access and jurisdiction. We may be unwilling to exercise any rights that we may have if we become exposed to environmental or other liabilities, such as, successor employer or as a mortgagee-in-possession, by virtue of exercising such rights. Other creditors and stakeholders of the mining operator or property owner of the mining operator may attack our security interests, streaming and royalty rights and other rights under applicable insolvency, preference or reviewable transaction legislation. If such creditors are successful, the remedies may include unwinding or voiding our interests. If we are unable to enforce our security interests, there may be a material adverse effect on our profitability, results of operations and financial condition.
In addition to the issues related to enforcing our security, there is no assurance that we will be able to effectively enforce any guarantees, indemnities or other interests, even if they exist. Should an insolvency proceeding, or other similar event related to a mining operator or property owner be commenced (whether by it or its creditors), there will likely be a court ordered stay of proceedings that may prevent us from enforcing our security, streaming and royalty rights and other rights. In an insolvency proceeding, a property owner or mining operator may not perform its obligations under a stream, royalty or other similar agreement with us, it or its creditors may seek to unilaterally terminate, disclaim or resile from agreements with us, they may seek to sell or vest the property to another party free and clear of our stream, royalty or other similar obligations or seek other relief with respect to our interests. Any sale or transfer of property in such insolvency proceeding may also be effected by court order notwithstanding any transfer restrictions, options, rights of first refusal or other rights contained in the agreements with us or others. Further, in insolvency proceedings, any security or other interest held by us will likely be primed and further subordinated by court ordered charges or other court ordered relief, including for interim financing.
Also, insolvency proceedings in the mining industry are generally complex and lengthy, the outcome of which may be uncertain and may result in a material adverse effect on our profitability, results of operations and financial condition. In such proceedings, property owners may sell or convey the property free and clear of any obligations owed to us.
In addition, because some of the properties in respect of which we hold streams, royalties and other similar interests are owned and operated by foreign entities in foreign jurisdictions, our security interests, streaming and royalty rights and other rights may be subject to political interference, as well as real and personal property, enforcement and insolvency laws of foreign jurisdictions that differ significantly from those in Canada or the United States, and may prevent us from enforcing our security, streaming and royalty rights and other rights as anticipated. Further, there can be no assurance that any judgments or orders obtained in Canadian, or U.S. courts will be enforceable in foreign jurisdictions. If we are unable to enforce our security interests, streaming and royalty rights and other rights, there may be a material adverse effect on our profitability, results of operations and financial condition.
Our profitability, results of operations and financial condition are subject to variations in foreign exchange rates
Certain of our activities and offices are in Canada and the costs associated with these activities are largely denominated in Canadian dollars. However, our streams, royalties and other similar interests are primarily denominated in U.S. dollars and, as a result, are subject to foreign currency fluctuations and inflationary pressures, which may have a material adverse effect on our profitability, results of operations and financial condition. There can be no assurance that the steps taken by management to address variations in foreign exchange rates will eliminate all adverse effects and we may suffer losses due to adverse foreign currency rate fluctuations.
Operators of mines may not be able to replace depleted Mineral Resources and Mineral Reserves, which would reduce our revenue from streams, royalties and other similar interests
The revenue generated by us is principally based on the exploitation of Mineral Reserves on assets underlying our streams, royalties and other similar interests. Mineral Reserves are continually being depleted through extraction and the long-term viability of our asset portfolio depends on the replacement of Mineral Reserves through new producing assets and increases in Mineral Reserves on existing producing assets. As mines in respect of which we have streams, royalties and other similar interests mature, we can expect overall declines in production over the years unless the operators are able to replace Mineral Reserves that are mined through mine expansion or successful new exploration. We may also experience such declines sooner or to a greater extent than we currently expect, and accordingly, we cannot predict with certainty the life of the mines in our asset portfolio. Exploration for minerals is a speculative venture that involves substantial risk. There is no certainty that the expenditures made by the operator of any given project will result in discoveries of commercial quantities of minerals on properties underlying the asset portfolio or that discoveries will be located on properties covered by the relevant stream, royalty or other similar interest. Even in those cases where a significant mineral deposit is identified and covered by the stream, royalty or other similar interest, there is no guarantee that the deposit can be economically extracted. Substantial expenditures are required to establish Mineral Reserves through drilling, to develop processes to extract the Mineral Resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit covered by the stream, royalty or other similar interest, no assurance can be given that new Mineral Reserves will be identified to replace or increase the amount of Mineral Reserves currently in the asset portfolio. This includes Mineral Resources, as the Mineral Resources that have been discovered have not been subjected to sufficient analysis to justify commercial operations or the allocation of funds required for development. The inability by operators to add additional Mineral Reserves or to replace existing Mineral Reserves through either the development of existing Mineral Resources or the acquisition of new mineral producing assets, in each case covered by a stream, royalty or other similar interest, may have a material adverse effect on our profitability, results of operations and financial condition.
We may enter into acquisitions or other royalty or streaming transactions at any time, which may be material, may involve the issuance of Triple Flag securities or the incurrence of indebtedness and will be subject to transaction-specific risks
We continuously review opportunities to acquire existing streams, royalties and other similar interests, to create new streaming, royalty or other arrangements through the financing of mining projects, financing of new acquisitions or to acquire companies that hold streams, royalties or other similar interests in respect of mineral properties. At any given time, we may have various types of transactions and acquisition opportunities in various stages of active review, including submission of indications of interest and participation in discussions or negotiations in respect of such transactions. This process also involves the engagement of consultants and advisors to assist in analyzing particular opportunities. Any such acquisition or transaction could be material to us and may involve the issuance of securities by us or the incurrence of indebtedness to fund any such acquisition. For example, our acquisition of Maverix and Orogen involved both the issuance of securities by us and the incurrence of indebtedness to fund the transaction. In addition, any such transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the integration of any acquired business with Triple Flag's existing business, the project operators or the jurisdictions in which assets may be acquired or underlying properties located. In addition, we may consider opportunities to restructure our royalties or stream arrangements where we believe such a restructuring may provide a long-term benefit to us, even if such restructuring may reduce near-term revenues or result in us incurring transaction related costs. We may also be unable to achieve any such anticipated long-term benefits of such restructurings. We may be unsuccessful in completing acquisitions and other additional transactions on terms favorable to us, or at all, or in realizing the anticipated growth opportunities and synergies from integrating any acquired business, and our failure to do so may have a material adverse effect on our future results of operations and growth prospects.
Increased competition for streams, royalties and other similar interests could adversely affect our ability to acquire additional streams, royalties and other similar interests in mineral properties
Many companies are engaged in the search for and the acquisition of mineral interests, including streams, royalties and other similar interests, and there is a limited supply of desirable mineral interests. The mineral exploration and mining businesses are competitive in all phases. Many companies are engaged in the acquisition of mineral interests, including
large, established companies with substantial financial resources, operational capabilities and long earnings records. We may be at a competitive disadvantage in acquiring those interests, whether by way of stream, royalty or other similar form of investment, as competitors may have greater financial resources and technical staff. There can be no assurance that we will be able to compete successfully against other companies in acquiring new streams, royalties and other similar interests. In addition, we may be unable to acquire streams, royalties and other similar interests at acceptable valuations which may result in a material adverse effect on our profitability, results of operations and financial condition.
If we expand our business beyond the acquisition of streams, royalties or other similar interests, we may face new challenges and risks which could affect our profitability, results of operations and financial condition
Our operations and expertise have been focused on the acquisition and management of streams, royalties and other similar interests. While it is not our current intention, we may in the future pursue acquisitions outside this area. The expansion of our activities into new areas would present challenges and risks that we have not faced in the past. The failure to manage these challenges and risks successfully may result in a material adverse effect on our profitability, results of operations and financial condition.
We may be subject to reputational damage
Reputational damage can be the result of the actual or perceived occurrence of any number of events, and could include negative publicity, whether true or not. While we do not ultimately have direct control over how we are perceived by others, reputational loss could have a material adverse impact on the trading price of our securities.
We may experience difficulty attracting and retaining qualified management and technical personnel to efficiently operate our business
We are dependent upon the continued availability and commitment of our key management personnel, whose contributions to our immediate and future operations are significant. The loss of any such key management personnel could negatively affect business operations. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. In addition, we frequently retain third party specialized technical personnel to assess and execute on opportunities. These individuals may have conflicts of interest or scheduling conflicts, which may delay or inhibit our ability to employ such individuals' expertise. The number of persons skilled in the acquisition, exploration and development of streams, royalties and other similar interests in natural resource properties is limited and competition for such persons is intense. Recruiting and retaining qualified personnel is critical to our success and there can be no assurance that we will be able to recruit and retain such personnel. If we are not successful in recruiting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse impact on our profitability, results of operations and financial condition.
Certain of our directors and officers serve or may serve as directors or officers of or in similar positions with other public companies, which could put them in a conflict of interest from time to time
Certain of our directors and officers also serve or may serve as directors or officers of, or have significant shareholdings in, other companies involved in natural resource exploration, development and production. In addition, certain of our officers currently and may in the future serve as our designees to the board of directors of companies with which we have entered into royalty, streaming or other commercial agreements. To the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation, or with respect to other aspects of the relationship between Triple Flag and such companies. Such conflicts of interest of the directors and officers may result in a material adverse effect on our profitability, results of operations and financial condition.
We may be unable to repay indebtedness and comply with our obligations under the Credit Facility
We may from time to time have amounts outstanding under our Credit Facility, which may be significant. The total availability under our Credit Facility is $1.0 billion, of which $0 million is drawn as of the date of this AIF; the undrawn
balance may be used to fund the acquisition of royalties and the funding of precious metals streams. These acquisitions may result in significant drawings, and we would be required to use a portion of our cash flow to service principal and interest on the debt, which would limit the cash flow available for other business opportunities. Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We may not continue to generate cash flow in the future sufficient to service debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or eliminating dividends, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance indebtedness will depend on the capital markets and its financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
The terms of our Credit Facility require us to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants limit, among other things, our ability to incur further indebtedness if doing so would cause us to fail to meet certain financial covenants, create certain liens on assets or engage in certain types of transactions. These covenants also limit our ability to amend our stream, royalty and other similar interest contracts without the consent of the lenders. We can provide no assurances that in the future, we will not be limited in our ability to respond to changes in our business or competitive activities or be restricted in our ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with these covenants, including a failure to meet the financial tests or ratios, would likely result in an event of default under the Credit Facility and would allow the lenders to accelerate the debt, which could materially and adversely affect our business, results of operations and financial condition.
We can provide no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favorable
There can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could impede our funding obligations or result in delay or postponement of further business activities which may result in a material adverse effect on our profitability, results of operations and financial condition.
Changes to or in the interpretation of tax legislation or accounting rules could affect our profitability
Changes to, or differing interpretations of, taxation laws or regulations in any of Canada, the United States, Bermuda or the other countries in which our assets or relevant contracting parties or underlying properties are located could result in some or all of our profits being subject to additional taxation.
The Organisation for Economic Co-operation and Development ("OECD") has developed model rules which address numerous long-standing tax principles impacting how large multinational enterprises are taxed in an effort to limit perceived base erosion and profit shifting incentives, including a 15% global minimum tax to be imposed on certain companies whose revenues exceed a threshold. The timing of the implementation of this and other global tax reforms is uncertain, and individual taxing jurisdictions may implement such tax reforms as proposed, in a modified form, or not at all. On June 20, 2024, the Global Minimum Tax Act (the "GMTA"), which addresses the OECD "Pillar Two" model rules, received royal assent and came into effect. The GMTA is generally effective for fiscal years beginning on or after December 31, 2023, and the first returns and potential taxes are due as early as June 30, 2026. Subsequent to the enactment of the GMTA, in August 2024, Canada released draft amendments to the GMTA that propose to implement undertaxed profits rules ("UPTR"). Canada subsequently confirmed the intention to proceed with these proposed GMTA amendments in November, 2025. The August 2024 proposals also introduce amendments to the Income Tax Conventions Interpretation Act that would allow Canada's UPTR to specifically override Canada's prior bilateral tax treaty obligations. Canada also enacted excessive interest and financing expense limitation ("EIFEL") rules in June 2024. The EIFEL rules are effective for taxation years beginning on or after October 1, 2023.
No assurance can be given that the GMTA, the EIFEL rules, any subsequent amendments thereto, or the introduction of or changes to other tax legislation will not cause Triple Flag to owe additional taxes, and no assurance can be given that new taxation rules or accounting policies will not be enacted or that existing rules will not be applied in a manner which
could result in our profits being subject to additional taxation or which could otherwise have a material adverse effect on our profitability, results of operations and financial condition. In addition, the introduction of new tax rules or accounting policies, or changes to, or differing interpretations of, or application of, existing tax rules or accounting policies could make streams, royalties or other similar interests held by us less attractive to counterparties. Such changes could adversely affect our ability to acquire new assets or make future investments.
Anti-corruption laws and regulations could subject Triple Flag to liability and require it to incur additional costs
Triple Flag is subject to the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"), the U.S. Foreign Corrupt Practices Act (the "FCPA") and other laws that prohibit improper payments or offers of payments to third parties, including foreign governments and their officials, for the purpose of obtaining or retaining business. In some cases, Triple Flag invests in mining operations in jurisdictions that have experienced corruption in the past. Triple Flag's international investment activities create the risk of unauthorized payments or offers of payments in violation of the CFPOA, the FCPA or other anti-corruption laws by one of its employees or agents in violation of Triple Flag's policies. In addition, the operators of the properties in which Triple Flag owns stream and royalty interests may fail to comply with anti-corruption laws and regulations. Although Triple Flag is a passive investor in these properties, enforcement authorities could deem us to have some culpability for the operators' actions. Any violations of the CFPOA, the FCPA or other anti-corruption laws could result in significant civil or criminal penalties to Triple Flag and could have an adverse effect on our reputation.
Our operations depend on information systems that may be vulnerable to cyber security threats
Our operations depend, in part, on our information technology ("IT") systems, networks, equipment and software and the security of these systems. We depend on various IT systems to process and record financial and technical data, administer our contracts with our counterparties and communicate with employees and third- parties. These IT systems, and those of our third-party service providers and vendors and the counterparties under our contracts for streams, royalties and other similar interests may be vulnerable to an increasing number of continually evolving cyber security risks. Unauthorized third parties may be able to penetrate network security and misappropriate or compromise confidential information, create system disruptions or cause shutdowns. Any such breach or compromise may go undetected for an extended period of time. A significant breach of our IT systems or data security or misuse of data, particularly if such breach or misuse goes undetected for an extended period of time, could result in significant costs, loss of revenue, fines or lawsuits and damage to our reputation. The costs to eliminate or alleviate cyber or other security problems, including bugs, viruses, worms, malware and other security vulnerabilities, could be significant, and our efforts to address these problems may not be successful. The significance of any cyber-security breach is difficult to quantify but may, in certain circumstances, be material and could have a material adverse effect on our results of operations and financial condition.
We may not successfully adopt or respond to generative artificial intelligence
New technological advances, including the use of machine learning and generative artificial intelligence ("Generative AI"), are evolving rapidly and risks regarding their use are emerging. The successful development, adoption and monitoring of Generative AI by us may require significant additional resources and costs. Our consideration of the value of Generative AI in our business will require assessments of opportunities for its use, as well as the quality, limitations, vulnerabilities and potential legal and regulatory concerns, as well as enhanced controls, processes and practices designed to address challenges. In addition, if we use or adopt Generative AI in the future, the availability of intellectual property protection is uncertain. Furthermore, Generative AI could be used by our competitors to obtain a competitive advantage over us and could have a material adverse effect on our results of operations and financial condition.
Risks Related to Mining OperationsWe are indirectly exposed to many of the same risk factors as the owners and operators of properties in respect of which we hold a stream, royalty or other similar interest
To the extent that they relate to the production of minerals from, or the continued operation of, the properties in respect of which we hold a stream, royalty or other similar interest, we will be indirectly subject to the risk factors applicable to the owners and operators of such mines or projects. Accordingly, any material adverse event occurring at the property level
in respect of our stream and royalty agreements, in particular for our material asset, may impact the revenues to us under those agreements, which could have a material adverse effect on our business, results of operations and financial condition.
Production at mines and projects in respect of which we hold stream, royalty or other similar interests is dependent on operators' employees
Production from the properties in respect of which we hold an interest depends on the efforts of operators' employees. There is competition for geologists and persons with mining expertise. The ability of the owners and operators of such properties to hire and retain geologists and persons with mining expertise is key to those operations. In addition, relations with employees may be affected by changes in the scheme of labor relations that may be introduced by the relevant governmental authorities in the jurisdictions in which those operations are conducted. Changes in such legislation or otherwise in the relationships of the owners and operators of such properties with their employees may result in strikes, lockouts or other work stoppages, any of which could have a material adverse effect on our profitability, results of operations and financial condition. If these factors cause the owners and operators of such properties to decide to cease production at one or more of the properties, such decision could have a material adverse effect on the business and our financial condition.
Mineral Resources and Mineral Reserves are estimates based on interpretation and assumptions and actual production may differ from amounts identified in such estimates
The Mineral Resources and Mineral Reserves on properties underlying our streams, royalties or other similar interests are estimates only, and no assurance can be given that the estimated Mineral Resources and Mineral Reserves are accurate or that the indicated level of minerals will be produced. Mineral Resource and Mineral Reserve estimates for our stream, royalty and other similar interests are prepared by the operators of the underlying properties. We do not participate in the preparation or verification of such estimates (or the reports in which they are presented) and we are not able to and have not independently assessed or verified the accuracy of such estimates. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production commences and during that time the economic feasibility of exploiting a discovery may change.
Market price fluctuations of the applicable commodity, as well as increased production and capital costs or reduced recovery rates, may render the proven and probable Mineral Reserves on properties underlying our streams, royalties or other similar interests unprofitable to develop at a particular site or sites for periods of time or may render Mineral Reserves containing relatively lower grade mineralization uneconomic. Moreover, short-term operating factors related to the Mineral Reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause Mineral Reserves to be reduced or not extracted. Estimated Mineral Reserves may have to be recalculated based on actual production experience. The economic viability of a mineral deposit may also be impacted by other attributes of a particular deposit, such as its size, grade and proximity to infrastructure, governmental regulations and policy related to price, taxes, royalties, land tenure, land use permitting, the import and export of minerals and environmental protection and by political and economic stability. While these risks exist for all of our assets, they are heightened in the case of interests in properties which have not yet commenced production or which, like the Gunnison mine, are based on the application of novel mining or processing methods.
Mineral Resource estimates in particular must be considered with caution. Mineral Resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill hole or other limited information, which is not necessarily indicative of the conditions between and around drill holes. Such Mineral Resource estimates may require revision as more drilling or other exploration information becomes available or as actual production experience is gained. Further, Mineral Resources may not have demonstrated economic viability and may never be extracted by the operator of a property. It should not be assumed that any part or all of the Mineral Resources on properties underlying our streams, royalties and other similar interests constitute or will be converted into Mineral Reserves.
Any of the foregoing factors may require operators to reduce their Mineral Resources and Mineral Reserves, which may result in a material adverse effect on our profitability, results of operations and financial condition.
Production forecasts may not prove to be accurate
We prepare estimates and forecasts of future attributable production from the properties in respect of which we hold streams, royalties and other similar interests and rely on public disclosure and other information we receive from the owners, operators and independent experts of such properties to prepare such estimates. This production information includes estimated GEOs, depletion and general administrative costs, which form a part of our annual guidance that we disclose each year. Such information is necessarily imprecise because it depends upon the judgment of the individuals who operate such properties as well as those who review and assess the geological and engineering information. These production estimates and forecasts are based on existing mine plans and other assumptions with respect to such properties which change from time to time, and over which we have no control, including the availability, accessibility, sufficiency and quality of ore, the costs of production, the operators' ability to sustain and increase production levels, the sufficiency of infrastructure, the performance of personnel and equipment, the availability of materials and equipment including reagents and fuel, the ability to maintain and obtain mining interests and permits and compliance with existing and future laws and regulations. Any such information is forward-looking and no assurance can be given that such production estimates and forecasts will be achieved. Actual attributable production may vary from our estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; actual ore mined being less amenable than expected to mining or treatment; lower than expected mill feed grades; lower than anticipated lixiviant flow rates or sweep efficiency at the Gunnison mine; short-term operating factors related to the Mineral Reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; delays in the commencement of production and ramp up at new mines; revisions to mine plans; unusual or unexpected orebody formations; risks and hazards associated with the properties in respect of which we hold streams, royalties and other similar interests, including but not limited to cave-ins, rock falls, rock bursts, pit wall failures, seismic activity, weather related complications, fires or flooding or as a result of other operational problems such as production drilling or material removal challenges, power failures or a failure of a key production component such as a hoist, an autoclave, a filter press or a grinding mill; and unexpected labor shortages, strikes, local community opposition or blockades. Occurrences of this nature and other accidents, adverse conditions or operational problems in the future may result in our failure to realize the benefits of our production forecasts anticipated from time to time. If our production forecasts prove to be incorrect, it may result in a material adverse effect on our profitability, results of operations and financial condition.
The exploration and development of Mineral Resource properties is inherently dangerous and subject to risks beyond our control
Companies engaged in mining activities are subject to all of the hazards and risks inherent in exploring for and developing natural resource projects. These risks and uncertainties include, but are not limited to, environmental hazards, industrial accidents, labor disputes, increases in the cost of labor, social unrest, artisanal mining, changes in the regulatory environment, permitting and title risks, impact of non-compliance with laws and regulations, fires, explosions, blowouts, cratering, encountering unusual or unexpected geological formations or other geological or grade problems, unanticipated metallurgical characteristics or less than expected mineral recovery, encountering unanticipated ground or water conditions, cave-ins, pit wall failures, flooding, rock bursts, tailings dam failures, periodic interruptions due to inclement or hazardous weather conditions, earthquakes, seismic activity, other natural disasters or unfavorable operating conditions and losses. Should any of these risks or hazards affect a company's exploration or development activities, it may: (i) result in an environmental release or environmental pollution and liability; (ii) cause the cost of development or production to increase to a point where it would no longer be economic to produce the metal from the company's Mineral Resources or expected Mineral Reserves; (iii) result in a write down or write-off of the carrying value of one or more mineral projects;
(iv) cause delays or stoppage of mining or processing; (v) result in the destruction of properties, processing facilities or third-party facilities required for the company's operations; (vi) cause personal injury or death and related legal liability;
(vii) result in regulatory fines and penalties or the revocation or suspension of licenses; (viii) result in the loss of insurance coverage; or (ix) result in the loss of social license to operate. The occurrence of any of the above-mentioned risks or hazards could result in an interruption or suspension of operation of the properties in respect of which we hold a stream, royalty or other similar interest and have a material adverse effect on our profitability, results of operations and financial condition.
Defects in title to properties underlying our stream, royalty or other similar interests may result in a loss of entitlement by the operator and a loss of our interest
A defect in the chain of title to any of the properties underlying one of our streams, royalties or other similar interests or required for the anticipated development or operation of a particular project to which a stream, royalty or other similar interest relates may arise to defeat or impair the claim of the operator to a property which could in turn result in a loss of our interest in respect of that property. In addition, claims by third parties or aboriginal groups in Canada and elsewhere may impact on the operator's ability to conduct activities on a property to the detriment of our streams, royalties or other similar interests. To the extent an owner or operator does not have title to the property, it may be required to cease operations or transfer operational control to another party. Many streams, royalties or other similar interests are contractual, rather than an interest in land, with the risk that an assignment or bankruptcy or insolvency proceedings by an owner will result in the loss of any effective stream, royalty or other similar interest in a particular property. Further, even in those jurisdictions where there is a right to record or register streams, royalties or other similar interests we hold in land registries or mining recorders offices, such registrations may not necessarily provide any protection to us. As a result, known title defects, as well as unforeseen and unknown title defects may impact operations at a project in respect of which we have a stream, royalty or other similar interest and may result in a material adverse effect on our profitability, results of operations and financial condition.
Future litigation affecting the properties in respect of which we hold our streams, royalties and other similar interests could have an adverse effect on us
Potential litigation may arise on a property on which we hold a stream, royalty or other similar interest (for example, litigation between joint venture partners or between operators and original property owners or neighboring property owners). As a holder of such interests, we will not generally have any influence on the litigation or access to data. Any such litigation that results in the cessation or reduction of production from a property (whether temporary or permanent) or the expropriation or loss of rights to a property could have a material adverse effect on our profitability, results of operations and financial condition.
Moreover, the courts in some of the jurisdictions in which we have stream, royalty or other similar interests may offer less certainty as to the judicial outcome of legal proceedings or a more protracted judicial process than is the case in more established economies. Accordingly, there can be no assurance that contracts, joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities and the effectiveness of and enforcement of such arrangements in these jurisdictions. Moreover, the commitment of local businesses, government officials and agencies and the judicial system in these jurisdictions to abide by legal requirements and negotiated agreements may be more uncertain and may be susceptible to revision or cancellation, and legal redress may be uncertain or delayed. These uncertainties and delays could have a material adverse effect on our financial condition and results of operations.
Defects or disputes related to our streams, royalties or other similar interests could have an adverse effect on us
Defects in or disputes related to the stream, royalty or other similar interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests. Material changes could also occur that may adversely affect management's estimate of the carrying value of our stream, royalty and other similar interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the stream, royalty and other similar interests we acquire, there can be no assurance that disputes or other problems concerning these, and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction according to the particular circumstances of each parcel of mineral property and to the documents reflecting the stream, royalty or other similar interest. The discovery of any defects in, or any disputes in respect of, our stream, royalty and other similar interests, could have a material adverse effect on our profitability, results of operations and financial condition.
The operations in respect of which we hold a stream, royalty or other similar interest require various property rights, permits and licenses to be held by the operator in order to conduct current and future operations, and delays or a failure to obtain or maintain such property rights, permits and licenses, or a failure to comply with the terms of any of such property rights, permits and licenses could result in interruption or closure of operations or exploration on the properties
The exploration, development and operation of mining properties are subject to laws and regulations governing health and worker safety, employment standards, environmental matters, mine development, project development, mineral production, permitting and maintenance of title, exports, taxes, labor standards, reclamation obligations, heritage, historic and archaeological matters and other matters. The owners and operators of the properties in respect of which we hold a stream, royalty or other similar interest require licenses and permits from various governmental authorities in order to conduct their operations. Future changes in such laws and regulations or in such licenses and permits could have a material adverse impact on the revenue we derive from our streams, royalties and other similar interests. Such licenses and permits are subject to change in various circumstances and are required to be kept in good standing through a variety of means, including cash payments and satisfaction of conditions of issue. Such licenses and permits are also subject to expiration, relinquishment and/or termination without notice to, control of or recourse by us. There can be no guarantee that the owners or operators of properties in respect of which we hold a stream, royalty or other similar interest, will be able to obtain or maintain all necessary licenses and permits in good standing that may be required to explore, develop and operate the properties, commence construction or operation of mining facilities, or maintain operations that economically justify the cost. Any failure to comply with applicable laws and regulations, permits and licenses, or to maintain permits and licenses in good standing, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or in fines, penalties or other liabilities accruing to the owner or operator of the project. Any such occurrence could substantially decrease production or cause the termination of operations on the property and have a material adverse effect on our profitability, results of operations and financial condition.
We are exposed to risks related to the construction, development and/or expansion regarding the mines, projects and properties in respect of which we hold a stream, royalty or other similar interest
Many of the projects or properties in respect of which we hold an interest are in the development, exploration and/or expansion stage and such projects are subject to numerous risks, including, but not limited to delays in obtaining equipment, materials and services essential to the construction and development of such projects in a timely manner, currency exchange rates, labor shortages, cost escalations and fluctuations in metal prices. There can be no assurance that the owners or operators of such projects will have the financial, technical and operational resources to complete the construction, development and/or expansion of such projects in accordance with current expectations or at all.
The operations in respect of which we hold an interest are subject to environmental and endangered species laws and regulations that may increase the costs of doing business and may restrict operations, which could reduce our revenues
All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of government laws and regulations, including laws and regulations related to the protection of endangered and threatened species. Compliance with such laws and regulations can require significant expenditures and a breach may result in the imposition of fines and penalties, which may be material. In addition, such laws and regulations can constrain or prohibit the exploration and development of new projects or the development or expansion of existing projects. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, increases in land use restrictions, larger fines and liability and potentially increased capital expenditures and operating costs. Any breach of environmental legislation by us, as a mortgagee-in-possession, or by owners or operators of properties underlying our asset portfolio could have a material impact on the viability of the relevant property and impair the revenue derived from the owned property or applicable stream, royalty or other similar interest, which could have a material adverse effect on our profitability, results of operations and financial condition.
Additional costs may be incurred by mineral property operators as a result of international climate change initiatives and may affect the availability of resources and cause business disruptions, which could reduce our revenues, and we face risks in achieving our ESG goals
We acknowledge climate change as an international and community concern and we support and endorse a variety of initiatives for voluntary actions that are consistent with international initiatives on climate change. In addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation related to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, we expect that it may result in increased costs at some of the properties underlying our streams, royalties or other similar interests, which could have a material impact on the viability of the properties and impair the revenue derived from the applicable stream, royalty or other similar interest, which could have a material adverse effect on our profitability, results of operations and financial condition.
In addition, we may be limited in our ability to achieve our ESG goals in the future if our carbon footprint (including from the properties in which we have stream and royalty interests) increases significantly beyond our ability to purchase carbon offsetting projects; and/or if the availability of such carbon offsets becomes more limited (due to regulatory changes or otherwise), or such projects are unavailable on prices and/or other terms acceptable to us, or if we do not have sufficient cash flows to finance the purchase of such projects, or if the terms of our financing arrangements or other agreements limit our ability to make such purchases. In addition, our ability to achieve our ESG goals as currently contemplated is dependent on prevailing standards, methodologies and nomenclature and on how emissions are reported in the industry.
Certain operators are subject to risks related to foreign jurisdictions and developing economies, which could negatively impact us
Some of our stream, royalty or other similar interests relate to properties outside of Canada, the United States and Australia, including but not limited to Argentina, Bolivia, Botswana, Burkina Faso, Chile, Colombia, Cote d'Ivoire, Guatemala, Honduras, Mexico, Mongolia, Nicaragua, Peru, Russia, South Africa and Tanzania. In particular, for the year ended December 31, 2025, 24% of our revenues were derived from the sale of silver received from our counterparty under the stream agreement related to the Cerro Lindo mine in Peru. As a result, our financial position and results of operations may be affected by the general condition of the Peruvian economy, regulation, taxation, social instability, political unrest and other developments in or affecting Peru over which we have no control. In addition, we are party to a stream agreement related to the ATO mine in Mongolia. As a result, our financial position and results of operations may be affected by the general condition of the Mongolian economy, regulation, taxation, social stability, political unrest and other developments in or affecting Mongolia over which we have no control. Similar risks are associated with our royalty, stream and other similar interests in Argentina, Bolivia, Botswana, Burkina Faso, Chile, Colombia, Cote d'Ivoire, Guatemala, Honduras, Mexico, Nicaragua, Russia, South Africa and Tanzania.
In addition, future investments may expose us to new jurisdictions. The ownership, development and operation of properties, mines and projects in foreign jurisdictions by their owners are subject to the risks associated with conducting business in foreign jurisdictions. These risks include, depending on the country, nationalization and expropriation, social unrest and political instability, less developed legal and regulatory systems, uncertainties in perfecting mineral titles, trade barriers, exchange controls and material changes in taxation. In developing economies, these risks may also include, among others, problems related to power supply, labor disputes, delays or invalidation of governmental orders and permits, corruption, uncertain economic environments, civil disturbances and crime, arbitrary changes in laws or policies, foreign taxation and exchange controls, opposition to mining from environmental or other non-governmental organizations or changes in the political attitude towards mining, empowerment of previously disadvantaged people, local ownership requirements, limitations on foreign ownership, limitations on repatriation of earnings, infrastructure limitations and increased financing costs. These risks may, among other things, limit or disrupt the ownership, development or operation of properties, mines or projects in respect of which we hold stream, royalty or other similar interests, restrict the movement of funds, or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation. If any of these events were to occur, it may result in a write-down or write-off of the carrying value of one or more of our assets, which could have a material adverse effect on our profitability, results of operations
and financial condition. In addition, in the event of a dispute arising in foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or in the United States.
We apply various methods, where practicable, to identify, assess and, where possible, mitigate these risks prior to entering into contracts for stream, royalty or other similar interests. Such methods generally include: conducting due diligence on the political, social, legal and regulatory systems and on the ownership, title and regulatory compliance of the properties subject to the stream, royalty or other similar interest, engaging experienced local counsel and other advisors in the applicable jurisdiction; and negotiating where possible to ensure that the applicable contract contains appropriate protections, representations and warranties; in each case as we deem necessary or appropriate in the circumstances, all applied on a risk-adjusted basis. There can be no assurance, however, that we will be able to identify or mitigate all risks related to holding streams, royalties and other similar interests in respect of properties, mines and projects located in foreign jurisdictions, and the occurrence of any of the factors and uncertainties described above could have a material adverse effect on our profitability, results of operation and financial condition.
Certain operators depend on international trade and other conditions in key export markets for their products
The operators of certain of the properties on which we hold stream, royalty or other similar interests export their commodities and thus depend on economic conditions and regulatory policies in export markets. The ability of these operators to sell their products effectively in these major export markets could be adversely affected by a number of factors that are beyond their control, including the deterioration of macroeconomic conditions, volatility of exchange rates or the imposition of greater tariffs or other trade barriers in those markets.
Changes in government regulation could inhibit exploration, construction and development on, or production from, the mineral properties underlying our streams, royalties and other similar interests
The properties on which we hold or will hold a stream, royalty or other similar interest are located in multiple legal jurisdictions and political systems. There is no assurance that future political and economic conditions in such countries will not result in the adoption of different policies or attitudes respecting the development and ownership of resources. Changes in applicable laws and regulations, or in their enforcement or regulatory interpretation could result in adverse changes to mineral development or operations. Any such changes in policy or attitudes may result in changes in laws affecting ownership of assets, land tenure and Mineral Resource concessions, licensing fees, taxation, royalties, price controls, exchange rates, export controls, environmental protection, labor relations, foreign investment, nationalization, expropriation, repatriation of income and return of capital, which may affect both the ability to undertake exploration, construction and development on, or production from, the properties in respect of which we hold a stream, royalty or other similar interest or the payments under such streams, royalties or other similar interests. In certain areas where we hold a stream, royalty or other similar interest, the regulatory environment is in a state of continuing change, and new laws, regulations and requirements may be retroactive in their effect and implementation. It is also possible that the costs and delays associated with compliance with such laws, regulations and requirements could become such that the owners or operators of the mineral properties would not proceed with the development of or continue to operate such mineral properties. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from the mineral properties, could result in substantial costs and liabilities for the owners or operators of the mineral properties such that they would not proceed with the development of those properties or continue to operate, such properties. Any changes in governmental laws, regulations, economic conditions or shifts in political attitudes or stability are beyond both our control and the control of owners and operators of the properties in respect of which we hold an interest and such changes may result in a material adverse effect on our profitability, results of operations and financial condition.
Adequate infrastructure may not be available to develop the properties in respect of which we hold an interest, which could inhibit operations at such properties
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important requirements and they affect capital and operating
costs. There is no assurance that the properties in which we hold an interest will be able to secure or maintain adequate infrastructure going forward or on reasonable terms, and unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect or inhibit the operations at the properties in respect of which we hold a stream, royalty or other similar interest, any of which may result in a material adverse effect on our profitability, results of operations and financial condition.
Mineral properties underlying our streams, royalties and other similar interests may be subject to risks related to indigenous peoples which could inhibit operations at such properties
Various international, national, state and provincial laws, codes, resolutions, conventions, guidelines, treaties and other principles and considerations relate to the rights of indigenous peoples. We hold streams, royalties and other similar interests in respect of operations located in some areas presently or previously inhabited or used by indigenous peoples. Many of these impose obligations on government to respect the rights of indigenous people. Some of these obligations mandate consultation with indigenous people regarding actions which may affect them, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national requirements, principles and considerations pertaining to indigenous people continue to evolve and be defined. The properties in respect of which we currently hold or in the future may hold an interest are subject to the risk that one or more groups of indigenous people may oppose operation or new development. Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression against the operator's or our activities. Opposition by indigenous people to such activities may require modification of or preclude operation or development of projects or may require the entering into of agreements with indigenous people. Claims and protests of indigenous peoples may disrupt or delay activities of the operators of assets in respect of which we hold a stream, royalty or other similar interest which may result in a material adverse effect on our profitability, results of operations and financial condition.
Risks Related to Ownership of Our Common SharesOur common shares are subject to price volatility
Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to our financial performance or prospects include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries or asset classes. There can be no assurance that continued fluctuations in mineral prices will not occur. As a result of any of these factors, the market price of our common shares at any given time may not accurately reflect the longterm value of Triple Flag.
In the past, following periods of volatility in the market price of a company's securities, shareholders have instituted class action securities litigation against them. Such litigation, if instituted, could result in substantial cost and diversion of management attention and resources, which could significantly harm the profitability and the reputation of Triple Flag.
Future offerings of debt securities, which would rank senior to our common shares upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common shares for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common shares
In the future, the Company may attempt to increase its capital resources by making offerings of debt instruments or other securities convertible into common shares. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and shareholders bear the risk that our future offerings may reduce the market price of our common shares and dilute their ownership interest in the Company.
The issuance of additional common shares, or securities convertible into common shares, may have a dilutive effect on the interests of shareholders. We may have to raise additional capital through the issuance of additional equity, which could result in dilution to our shareholders
The issuance of additional common shares, or securities convertible into common shares, may have a dilutive effect on the interests of shareholders. The number of common shares that we are authorized to issue is unlimited. We may, in our sole discretion, subject to applicable law and the rules of the TSX and the NYSE, issue additional common shares from time to time (including pursuant to our equity incentive plan (the "Omnibus Plan") or any other equity-based compensation plans that may be introduced in the future and pursuant to our Dividend Reinvestment Plan ("DRIP")) and the interests of shareholders may be diluted thereby. As at December 31, 2025, 400,633 RSUs, 294,587 PSUs and 1,134,697 Options had been granted under the Omnibus Plan and 1 million common shares currently reserved for future issuance under our DRIP. There are 8,496,673 common shares currently reserved for future issuance under our Omnibus Plan. In addition, 84,185 common shares are currently reserved for issuance upon exercise of replacement options of the Company ("Legacy Options") issued to holders of Maverix options in exchange for those options under the Arrangement.
We may require new capital to continue to grow our business and there are no assurances that capital will be available when needed, if at all. It is likely that, at least to some extent, such additional capital will be raised through the issuance of additional equity, which could result in substantial dilution to shareholders.
Future sales of common shares by the Principal Shareholder (as defined below) or the Management Shareholders (as defined below), could impact the price of our common shares
As of the date of this AIF, Triple Flag Mining Aggregator S.a.r.l. (the "Principal Shareholder"), or affiliates thereof, owned or controlled, directly or indirectly, approximately 64.8% of our issued and outstanding common shares. In addition, management of the Company (the "Management Shareholders") owned or controlled, directly or indirectly, approximately 2.14 million common shares, representing approximately 1% of our issued and outstanding common shares. No prediction can be made as to the effect, if any, of future sales of common shares by the Principal Shareholder or the Management Shareholders on the market price of the common shares. However, the future sale of a substantial number of common shares by the Principal Shareholder or the Management Shareholders, or the perception that such sales could occur, could adversely affect prevailing market prices for the common shares. Subject to compliance with applicable securities laws, nothing prevents the Principal Shareholder or the Management Shareholders from selling or otherwise disposing of their common shares.
The Principal Shareholder has significant influence over the Company
As a result of its significant share ownership (as described above), the Principal Shareholder, or affiliates thereof, has significant influence with respect to all matters submitted to our shareholders for approval, including without limitation the election and removal of directors, amendments to our constating documents and the approval of certain business combinations, and in considering such matters their interests may not always align with the interests of our other shareholders, as the Principal Shareholder and its affiliates are in the business of making and acquiring investments in businesses. In addition, we and the Principal Shareholder are party to the Investor Rights Agreement (as defined below), as amended, which, among other things, provides the Principal Shareholder, or affiliates thereof, the ability to nominate 33% of Triple Flag's directors (rounded up to the next whole number), subject to reductions to the percentage of directors that may be nominated based on reductions in the percentage of common shares owned by the Principal Shareholder. See "Capital Structure - Investor Rights Agreement" for a description of the Investor Rights Agreement. Other shareholders will have a limited role in the Company's affairs. This concentration of holdings may cause the market price of the common shares to decline, delay or prevent any acquisition or delay or discourage take-over attempts that shareholders may consider to be favorable, or make it more difficult or impossible for a third-party to acquire control of the Company or effect a change in the Board and management. Any delay or prevention of a change of control transaction could deter potential acquirers or prevent the completion of a transaction in which the Company's shareholders could receive a substantial premium over the then current market price for the common shares. While the Principal Shareholder and its affiliates have been a key source of financial support since inception, the Principal Shareholder and its affiliates have no obligation to continue to provide financial support and no assurance can be given that they will do so.
In addition, because the Principal Shareholder controls a majority of the voting power of the outstanding common shares, Triple Flag qualifies as a "controlled company" within the meaning of the NYSE listing rules. As a controlled company, Triple Flag is eligible to and, in the event it no longer qualifies as a "foreign private issuer" under SEC rules, it will be able to elect not to comply with certain of the NYSE corporate governance standards. Notwithstanding the foregoing, the Company believes it is currently in compliance with all applicable NYSE corporate governance standards.
Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of non-compliance, which could have an adverse effect on the price of our common shares
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators, the SEC, the TSX, the NYSE and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity making compliance more difficult and uncertain. Further, our efforts to comply with these and other new and existing rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
We incur significant legal, accounting, insurance and other expenses as a result of being a public company in both Canada and the United States. Compliance with applicable Canadian and U.S. securities laws and the rules of the TSX and NYSE has substantially increased our expenses, including our legal and accounting costs, and makes some activities more time-consuming and costly. For example, we are required to establish and maintain effective disclosure and internal controls and procedures over financial reporting and we have incurred significant expenses and have devoted substantial management effort toward ensuring compliance with the requirements of Section 404(b) of the Sarbanes Oxley Act of 2002, which involves an annual independent auditor attestation of our internal controls over financial reporting. In addition, future changes to such Canadian and U.S. securities laws and the rules of the TSX and NYSE could increase our compliance expenses. Reporting obligations as a public company in these jurisdictions and our anticipated growth may place a strain on our financial and management systems, processes and controls, as well as on our personnel, and will require management and other personnel to divert attention from operational and other business matters to devote substantial time to these public company requirements.
These laws, rules and regulations have also made it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will likely negatively impact our financial performance and could cause our results of operations and financial condition to suffer.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us
Our by-laws provide that we will indemnify our directors and officers and we are also party to indemnification agreements with each of our directors and officers. Under the terms of the indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by applicable laws, if the basis of the indemnitee's involvement in a proceeding is by reason of the fact that the indemnitee is or was a director or officer of the Company or any of its subsidiaries. We will indemnify our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements will also require us, if so requested, to advance within 10 days of such request all reasonable fees, expenses, charges and other costs that such director or officer incurred, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our by-laws provide that any derivative actions, actions related to breach of fiduciary duties, actions arising pursuant to the Canada Business Corporations Act or our articles or by-laws and other actions related to our internal affairs will be required to be litigated in Canada, which could limit your ability to obtain a favorable judicial forum for disputes with us
Our by-laws provide that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and appellate courts therefrom (or, failing such court, any other "court" as defined in the CBCA, having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for
(1) any derivative action or proceeding brought on our behalf, (2) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us, (3) any action or proceeding asserting a claim arising pursuant to any provision of the CBCA or our articles or by-laws, or (4) any action or proceeding asserting a claim otherwise related to our "affairs" (as defined in the CBCA). Such forum selection provision does not apply to any action brought to enforce any liability or duty created by the U.S. Exchange Act, including the respective rules and regulations promulgated thereunder, or any other claim under U.S. federal securities law for which the United States federal or state courts have exclusive jurisdiction, and our shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. Section 22 of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the U.S. Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the U.S. Securities Act. Our forum selection provision also provides that our shareholders are deemed to have notice of and consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of this provision. Therefore, it may not be possible for shareholders to litigate any action related to the foregoing matters outside of the Province of Ontario.
Our ability to pay dividends will be dependent on our financial condition and other restrictions
The declaration, timing, amount and payment of dividends are at the discretion of the Board and will depend upon our future earnings, cash flows, acquisition capital requirements and financial condition, contractual restrictions and financing agreement covenants, including those under our Credit Facility, solvency tests imposed by applicable corporate law and other relevant factors. Under the terms of the Credit Facility, unless we receive a waiver or consent from the lenders party thereto, we are not permitted to pay dividends on our common shares unless (1) there is no default or event of default under the Credit Facility at the time of payment of such dividends and (2) on a pro forma basis both before and subsequent to making the dividend, our Net Debt/ Earnings Before Interest, Taxes, Depreciation, and Amortization Ratio (as defined in the Credit Facility) is no greater than 4.00:1.00. Although our current policy is to pay a quarterly dividend, there can be no assurance that we will declare a dividend on a quarterly, annual or other basis.
The Canada Revenue Agency's ("CRA") recent focus on foreign income earned by Canadian companies may result in adverse tax consequences for Triple Flag
There has been a recent focus by the CRA on income earned by foreign subsidiaries of Canadian companies. The majority of our stream assets are owned by and the related revenue is received by our Bermuda wholly owned subsidiary and this revenue is not subject to Canadian taxation in accordance with the Canadian foreign affiliate rules. We have not received any reassessment or proposal from the CRA in connection with income earned by our foreign subsidiaries. Although management believes that we are in full compliance with Canadian tax law, there can be no assurance that our structure may not be challenged in the future. In the event that the CRA successfully challenges our structure, this could potentially result in additional federal and provincial taxes and penalties, which may have a material adverse effect on our profitability, results of operations and financial condition and the trading price of our securities.
We may be, or may become, a "passive foreign investment company," which may result in adverse U.S. federal income tax consequences for U.S. investors
In general, a non-U.S. corporation is a "passive foreign investment company" (a "PFIC") for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets consists of assets that produce, or are held for the production of, passive income. Generally, "passive income" includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock
and securities, and certain gains from commodities transactions. Based on its current and expected income, assets, and activities, the Company does not expect to be classified as a PFIC for the current taxable year, nor does it anticipate becoming a PFIC in the foreseeable future. However, the classification of the Company under the PFIC rules will depend, in part, on whether certain of its income qualifies for the exception for active business gains arising from the sale of commodities for purposes of the PFIC asset and income tests. The determination of whether any corporation is a PFIC for a particular taxable year also depends on the application of complex U.S. federal income tax rules, which are subject to differing interpretations and uncertainty. There is limited authority regarding the application of the active business gains exception and other relevant PFIC rules to entities such as the Company and its subsidiaries. Accordingly, no assurance can be provided regarding the Company's PFIC status for its current taxable year or any future taxable year, and there can be no assurance that the Internal Revenue Service ("IRS") will not challenge the views of the Company concerning its PFIC status. If the Company were a PFIC for any taxable year during which a U.S. investor held common shares, the U.S. investor generally would be subject to certain adverse U.S. federal income tax consequences, including increased tax liability on gain from the disposition of common shares and on certain distributions, an interest charge on certain taxes deemed deferred as a result of the Company's non-U.S. status, and a requirement to file annual reports with the IRS. Certain elections might be available to mitigate the foregoing adverse tax consequences. U.S. investors should consult their own tax advisors regarding the implications of the PFIC rules for an investment in common shares of the Company.
General Risk FactorsWe are a foreign private issuer and intend to take advantage of less frequent and detailed reporting obligations
We are a "foreign private issuer", as such term is defined in Rule 405 under the U.S. Securities Act, and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the U.S. Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we do not file the same reports that a U.S. domestic issuer would file with the SEC. Although we are required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws, the disclosure requirements and reporting deadlines differ from those applicable to U.S. domestic companies. For example, we have more time after the end of each fiscal year to file our annual report with the SEC than U.S. domestic companies that report as "large accelerated filers" or "accelerated filers", we are not subject to Item 1300 of Regulation S-K (as discussed below) and our requirements under Canadian securities laws to file material change reports and business acquisition reports differ from the requirements to report similar events on Form 8-K with the SEC.
As a foreign private issuer, we are exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we comply with the corresponding requirements relating to information circulars and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by U.S. domestic companies.
In addition, as a foreign private issuer, we are permitted to follow certain Canadian corporate governance practices in lieu of those required by the NYSE listing rules. In particular, we intend to follow the listing rules of the TSX in respect of private placements instead of the requirements of the NYSE to obtain shareholder approval for certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in Triple Flag and certain acquisitions of the shares or assets of another company). The TSX threshold for shareholder approval of private issuances of common shares is generally 25%, subject to additional shareholder approval requirements in the case of certain issuances to insiders, and accordingly, we will be permitted to rely on shareholder approval rules that may be less favorable to shareholders than for U.S. domestic companies that are subject to NYSE shareholder approval rules.
We may lose foreign private issuer or multijurisdictional disclosure system ("MJDS") status in the future, which could result in significant additional costs and expenses
We may in the future lose foreign private issuer status (in addition to MJDS status) if (i) a majority of our directors or executive officers are U.S. citizens or residents; (ii) a majority of our assets are located in the United States; or (iii) our business is administered principally in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer will be significantly more than the costs incurred as an SEC foreign private issuer. If we are not a foreign private issuer, we would be required to file periodic and current reports and registration statements on
U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer (including Item 1300 of Regulation S-K, as discussed below). In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers. The loss of foreign private issuer status would result in significant costs and expenses which could have an adverse impact on our financial condition and cash flows.
In addition, even if we retain foreign private issuer status, we may lose MJDS status if our public float decreases below
$75 million within 60 days of filing our U.S. annual report each year. As a non-MJDS foreign private issuer, we would be required to comply with Item 1300 of Regulation S-K, which sets forth the U.S. disclosure requirements for SEC registrants with mining operations. Item 1300 of Regulation S-K, if applicable to us, would present substantial operational challenges for us to comply with, given that we are a royalty and streaming company and do not directly operate our mining assets, and would likely require us to incur significant expenses.
Our inability to maintain effective internal controls over financial reporting could increase the risk of an error in our financial statements and/or call into question the reliability of our financial statements
We are responsible for establishing and maintaining adequate internal controls over financial reporting, which is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A failure to prevent or detect errors or misstatements may result in a decline in the market price of our common shares and harm our ability to raise capital in the future.
If our management is unable to certify the effectiveness of our internal controls or if material weaknesses in our internal controls are identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could harm our business and cause a decline in the price of our common shares. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in the market price of the common shares and harm our ability to raise capital.
We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of our common shares.
We are subject to the requirements of Sarbanes-Oxley and other U.S. securities laws. SOX 404 requires companies subject to the reporting requirements of the U.S. securities laws to complete a comprehensive evaluation of our internal controls
over financial reporting. To comply with this statute, we are required to document and test our internal control procedures and our management is required to assess and issue a report concerning our internal controls over financial reporting. Our independent auditor is required to attest to and report on management's assessment of our internal controls over financial reporting. The continuous process of strengthening our internal controls and complying with Section 404 is complicated and time-consuming. Furthermore, we believe that our business may grow in the United States, in which case our internal controls will become more complex and will require significantly more resources and attention to ensure our internal controls remain effective overall. During the course of our testing, our management may identify material weaknesses or significant deficiencies, which may not be remedied in a timely manner to meet the deadline imposed by Sarbanes-Oxley. If our management cannot favorably assess the effectiveness of our internal controls over financial reporting, or our independent registered public accounting firm identifies material weaknesses in our internal controls, investor confidence in our financial results may weaken, and the market price of our securities may suffer.
It may be difficult for United States investors to effect services of process or enforcement of actions against us or certain of our directors and officers under U.S. federal securities laws
We are incorporated under the laws of Canada. A number of our directors and officers reside in Canada. Because all or a substantial portion of our assets and these persons are located outside the United States, it will be difficult for United States investors to effect service of process in the United States upon us or our directors or officers, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the U.S. Exchange Act or other United States laws. It may also be difficult to have a judgment rendered in a U.S. court recognized or enforced against us in Canada.
If securities or industry analysts do not publish research or publish unfavorable research about our business, our common share price and trading volume could decline
The trading market for our common shares depends on the research and reports that securities or industry analysts publish about us and our business. We do not have any control over these analysts. We cannot assure that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover the Company downgrade our stock or change their opinion of our common shares, the price of our common shares would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish reports, we could lose visibility in the financial markets, which could cause the price and trading volume of our common shares to decline.
The forward-looking information contained in this AIF may prove to be incorrect
The forward-looking information in this AIF is based on opinions, assumptions and estimates made by us in reliance upon third-party technical reports and other information we receive from the owners, operators and independent experts of the properties in respect of which we have streaming and royalty interests, as well as in light of our experience and perception of historical trends, current conditions and expected future developments, together with other factors we believe are appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. Actual results of the Company in the future may vary significantly from historical and estimated results and those variations may be material.
There is no representation by us that actual results achieved by the Company in the future will be the same, in whole or in part, as those included in this AIF.
See the section entitled "Forward-Looking Information" in this AIF.
SUMMARY OF MINERAL RESOURCES AND MINERAL RESERVES
"Mineral Reserve" means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a preliminary feasibility study, which study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can
be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. The following are different types of Mineral Reserves:
"Probable Mineral Reserve" means the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
"Proven Mineral Reserve" means the economically mineable part of a Measured Mineral Resource. A proven Mineral Reserve implies a high degree of confidence in the modifying factors.
"Mineral Resource" means a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal and industrial minerals in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. The following are different types of Mineral Resources:
"Indicated Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and test information gathered through appropriate techniques from location such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
"Inferred Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
"Measured Mineral Resource" means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Estimated Mineral Resources and Mineral Reserves tabulated herein reflect the most recent publicly disclosed figures by the operators of the assets (converted to a 100% basis where appropriate) in respect of which Triple Flag has interests, and none of this information has been independently verified by Triple Flag. All Mineral Resources and Mineral Reserves are reported on a 100% attributable basis to the respective owner or operator unless otherwise noted.
Summary Mineral ReservesProven | Probable | Proven & Probable | ||||||
Tonnes (kt) | Grade (g/t) | Contained (koz) | Tonnes (kt) | Grade (g/t) | Contained (koz) | Tonnes (kt) | Grade (g/t) | Contained (koz) |
11,911 | 0.30 | 116 | 89,658 | 0.27 | 793 | 101,569 | 0.28 | 908 |
2,137 | 2.32 | 160 | 3,520 | 2.06 | 233 | 5,656 | 2.16 | 393 |
887 | 5.41 | 154 | 9,516 | 4.95 | 1,516 | 10,403 | 4.99 | 1,670 |
- | - | - | 1,890 | 3.28 | 199 | 1,890 | 3.28 | 199 |
12,457 | 2.18 | 873 | 29,727 | 2.21 | 2,109 | 42,184 | 2.20 | 2,983 |
- | - | - | 41,249 | 1.75 | 2,321 | 41,249 | 1.75 | 2,321 |
441 | 15.66 | 222 | 794 | 10.40 | 265 | 1,235 | 12.27 | 487 |
969 | 0.82 | 26 | 2,807 | 0.96 | 86 | 3,776 | 0.92 | 112 |
93 | 6.77 | 20 | 16,086 | 6.53 | 3,376 | 16,179 | 6.53 | 3,396 |
27,954 | 3.00 | 2,657 | 11,889 | 1.80 | 680 | 39,843 | 2.60 | 3,336 |
- | - | - | 70,385 | 0.35 | 785 | 70,385 | 0.35 | 785 |
1,539 | 5.92 | 293 | 1,297 | 6.07 | 253 | 2,836 | 5.99 | 546 |
- | - | - | 87,640 | 1.75 | 4,940 | 87,640 | 1.75 | 4,940 |
96,706 | 0.06 | 199 | 253,195 | 0.05 | 419 | 349,901 | 0.05 | 618 |
11,675 | 0.40 | 149 | 108,297 | 0.32 | 1,110 | 119,972 | 0.33 | 1,259 |
9,944 | 1.04 | 334 | 23,404 | 0.49 | 372 | 33,348 | 0.66 | 706 |
8,472 | 1.12 | 304 | 20,254 | 0.70 | 456 | 28,726 | 0.82 | 760 |
5,561 | 0.72 | 126 | 34,385 | 0.57 | 627 | 39,946 | 0.59 | 753 |
3,250 | 7.04 | 735 | 12,070 | 6.31 | 2,450 | 15,320 | 6.47 | 3,185 |
3,400 | 0.21 | 23 | 6,100 | 0.21 | 40 | 9,500 | 0.21 | 64 |
5,972 | 0.53 | 103 | 31,923 | 0.73 | 752 | 37,895 | 0.70 | 854 |
1,100 | 4.37 | 152 | 4,000 | 3.65 | 474 | 5,100 | 3.82 | 626 |
600 | 3.14 | 61 | 2,000 | 3.21 | 210 | 2,600 | 3.24 | 271 |
- | - | - | 1,249 | 5.90 | 237 | 1,249 | 5.90 | 237 |
21,467 | 2.52 | 1,738 | 27,936 | 2.47 | 2,214 | 49,403 | 2.49 | 3,952 |
240,000 | 0.69 | 5,400 | 280,000 | 0.61 | 5,400 | 520,000 | 0.65 | 10,800 |
30 | 5.35 | 5 | 8,717 | 6.01 | 1,684 | 8,747 | 6.01 | 1,690 |
- | - | - | 7,031 | 3.72 | 840 | 7,031 | 3.72 | 840 |
- | - | - | 15,800 | 0.37 | 190 | 15,800 | 0.37 | 190 |
27,916 | 0.18 | 159 | 30,506 | 0.20 | 196 | 58,422 | 0.19 | 355 |
4,580 | 0.02 | 3 | 19,618 | 0.02 | 13 | 24,198 | 0.02 | 17 |
17,247 | 1.22 | 677 | 11,883 | 1.01 | 385 | 29,130 | 1.13 | 1,063 |
1,798 | 1.07 | 62 | 3,810 | 1.53 | 188 | 5,608 | 1.39 | 250 |
6,601 | 0.87 | 185 | 26,217 | 1.32 | 1,111 | 32,818 | 1.23 | 1,296 |
- | - | - | 163,600 | 0.67 | 3,520 | 163,600 | 0.67 | 3,520 |
524,708 | 0.89 | 14,937 | 1,458,452 | 0.86 | 40,444 | 1,983,159 | 0.87 | 55,381 |
Northparkes 4
Beta Hunt 5
Fosterville 6
Henty 7
CanadaYoung-Davidson 8
Hemlo 9
Eagle River 10
Akasaba West 11
Hope Bay 12
USAEskay Creek 13
Florida Canyon 14
Kensington 15
Arthur 16
Pumpkin Hollow (OP) 3,17
DeLamar 18
Gemfield 3, 19
South Railroad 3, 20
Hasbrouck 3, 21
Latin AmericaBuritica 22
La Colorada 23
Camino Rojo 24
El Penon 25
Minera Florida 26
Eastern Borosi 27
Lagunas Norte 28
Norte Abierto 29
Era Dorada (Cerro Blanco) 30
Romero 31
Nueva Esperanza 32
Rest of WorldImpala Bafokeng 33
Merensky UG2
ATO 34
Agbaou 35
Bonikro 36
Koné 37
Total Gold Mineral Reserves
