2025 – Management Information Circular

This document contains: Notice of Annual Meeting of Shareholders Management Information Circular

MANAGEMENT INFORMATION

CIRCULAR

‌TRIPLE FLA G 2 0 2 6 MANA GEMEN T INF ORMATI ON CIR CULAR 1

LETTER FROM THE CHAIR

Dear Shareholders,

2025 was a standout year for Triple Flag, with the business performing strongly across all metrics during a record price environment for both gold and silver.

Under the leadership of our Chief Executive Officer, Sheldon Vanderkooy, who completed his first full year in the role, Triple Flag continued to build on its strong foundations. The group successfully executed on a number of strategic and accretive transactions, deploying over

$350 million of capital across new and pre-existing assets. These included the acquisition of a 1% NSR royalty on the world-class Arthur gold project in Nevada, operated by AngloGold Ashanti, alongside a royalty package on Pan American Silver's producing Minera Florida gold mine in Chile. These acquisitions align with Triple Flag's disciplined approach to investment, focusing on assets in premier mining jurisdictions operated by top-tier operators.

Alongside Mr. Vanderkooy, our wider executive team, including Chief Financial Officer, Eban Bari, and Chief Operating Officer, James Dendle, demonstrated exceptional leadership qualities throughout the year following their promotions in 2024. Additionally, Tim Baker and Peter O'Hagan are not standing for re-election at the upcoming meeting of Triple Flag shareholders. Tim and Peter have been important and valuable members of the Triple Flag team. On behalf of the Board of Triple Flag, I would like to thank Tim and Peter for their valuable contributions over the years.

Triple Flag's portfolio delivered another year of record results in 2025, achieving the upper half of our guidance range with production of 113 thousand GEOs. This included maiden contributions from the Johnson Camp Mine and Tres Quebradas Mine towards the end of the third quarter, demonstrating the strong growth potential embedded within our portfolio. We remain confident in our long-term outlook of 140 to 150 thousand GEOs by 2030, fueled by a number of exciting catalysts expected within both our producing and development-stage assets.

Sustainability principles remain core to the identity of Triple Flag and to our investment criteria. We are proud of our position as the top ranked company in ESG Risk Ratings by Morningstar Sustainalytics within both the precious metals industry and the precious metals mining sub-indus-try. This recognition underscores our dedication to sustainable resource management and ensures that we continue to contribute responsibly through our partnerships with our operating partners.

Looking to the year ahead, we remain confident that our world-class portfolio, highly capable leadership team, and proven business model will continue to deliver sustainable value creation for stakeholders. I would like to take this opportunity to thank the Triple Flag team for their hard work in 2025, and our shareholders for their continued support.

Dawn Whittaker

Director and Chair

"

2025 was a standout year for Triple Flag, with the business performing strongly across all metrics during a record pricing

environment for both gold and silver."

Letter from the Chair

‌2 TRIPLE FLA G 2 0 2 6 MANA GEMEN T INF ORMATI ON CIR CULAR

ABOUT THE MEETING

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2026 Annual Meeting of Shareholders (the ''Meeting'') of Triple Flag Precious Metals Corp. (the ''Company'') will be held on Wednesday, May 6, 2026, at 10:00 a.m. (Eastern Time) for the following purposes:

√ to receive the consolidated financial statements for the financial year ended December 31, 2025, and the auditor's report thereon;

√ to elect the directors (see ''Election of the Board of Directors'' in the Management Information Circular (the ''Circular'') for additional details);

√ to appoint PricewaterhouseCoopers LLP (''PwC'') as our auditor for 2026 and to authorize the directors to fix the auditor's remuneration (see ''Appointment of the Auditor'' in the Circular for additional details);

√ to vote on the advisory resolution on the approach to executive compensation (see ''Advisory Resolution on Approach to Executive Compensation'' in the Circular for additional details); and

√ to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on March 17, 2026 will be entitled to vote at the Meeting.

The Meeting will be held in a virtual meeting format only. Shareholders will be able to listen to, participate in and vote at the Meeting in real time through a web-based platform.

You can attend the Meeting by joining the live webcast online at https://meetnow.global/ML4D4HG. You should allow ample time to join the Meeting to check compatibility and complete the related procedures. See "How do I attend and participate in the virtual Meeting?" in the Circular for detailed instructions on how to attend and vote at the Meeting.

NOTICE AND ACCESS

Pursuant to an exemption obtained by the Company under the Canada Business Corporations Act (the ''CBCA''), the Company is using the "notice and access" procedure adopted by the Canadian Securities Administrators for the delivery of the Circular and the annual consolidated financial statements and management's discussion and analysis thereon for the year ended December 31, 2025 (the ''2025 Annual Report'' and together with the Circular, the ''Meeting Materials''). Under the notice and access procedure, you are still entitled to receive a form of proxy (or voting instruction form) enabling you to vote at the Meeting. However, instead of receiving paper copies of the Meeting Materials, you are receiving this Notice of Meeting which contains information about how to access the Meeting Materials electronically. The principal benefit of the notice and access procedure is that it reduces costs and the environmental impact of producing and distributing paper copies of documents in large quantities.

Shareholders who have consented to electronic delivery of materials are receiving this Notice of Meeting in an electronic format. The Circular and form of proxy (or voting instruction form) for the common shares of the Company (the ''Common Shares'') provide additional information concerning the matters to be dealt with at the Meeting. You should access and review all information contained in the Circular before voting. See ''Notice and Access'' in the Circular for additional details.

Shareholders with questions about the notice and access procedure can call Computershare Investor Services Inc. (''Computershare'') toll free at 1-866-964-0492 or by going to: https://www.computershare.com/ noticeandaccess.

WEBSITES WHERE THE MEETING MATERIALS ARE POSTED

The Meeting Materials can be viewed online on the Company's website, www.tripleflagpm.com, under the Company's SEDAR+ profile at www.sedarplus.ca, or on EDGAR at www.sec.gov.

NON-REGISTERED AND REGISTERED SHAREHOLDERS

If you would like a paper copy of the Circular and/or the 2025 Annual Report, you should first determine whether you are: (i) a non-registered shareholder; or (ii) a registered shareholder.

√ You are a non-registered shareholder (also known as a beneficial shareholder) if you own Common Shares indirectly and your Common Shares are registered in the name of a bank, trust company, broker or other intermediary. For example, you are a non-registered shareholder if your Common Shares are held in a brokerage account of any type.

√ You are a registered shareholder if you hold a paper share certificate or a direct registration system (DRS) statement and your name appears directly on the share certificate(s) or DRS statement.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

All shareholders may request that paper copies of the Circular and/or the 2025 Annual Report be mailed to them at no cost for up to one year from the date that the Circular was filed on SEDAR+.

If you are a non-registered shareholder, a request may be made by going to https://www.proxyvote.com and entering the 16-digit control number located on your voting instruction form and following the instructions provided. Alternatively, you may submit a request by calling Broadridge Investor Communications Corporation (''Broadridge'') at 1-877-907-7643, or outside Canada and the United States, at 303-562-9305 (English) or 303-562-9306 (French). A request must be received by April 23, 2026 (i.e., at least seven business days in advance of the date and time specified in your voting instruction form as the voting deadline) if you would like to receive the Circular and/or the 2025 Annual Report in advance of the voting deadline and Meeting date.

About the Meeting

‌If you are a registered shareholder, you can request paper copies of the Circular and/or the 2025 Annual Report: (i) in advance of the voting deadline and Meeting date by calling Computershare at 1-866-962-0498; or

(ii) after the Meeting date and within one year from the date the Circular was filed on SEDAR+ by calling Computershare at 1-800-564-6253. A request must be received by April 23, 2026 (i.e., at least seven business days in advance of the date and time specified in your proxy form as the voting deadline) if you would like to receive the Circular and/or the 2025 Annual Report in advance of the voting deadline and Meeting date.

VOTING

Non-registered shareholders are entitled to vote through Broadridge or their intermediary, as applicable, or during the Meeting by online ballot through the live webcast platform. Non-registered shareholders should exercise their right to vote by following the instructions of Broadridge or their intermediary, as applicable, as indicated on their voting instruction form. Voting instruction forms will be provided by Broadridge or your intermediary. Voting instruction forms may be returned as follows:

INTERNET: https://www.proxyvote.com TELEPHONE: 1-800-474-7493 (English) or

1-800-474-7501 (French)

MAIL: Data Processing Centre,

P.O. Box 3700, STN. INDUSTRIAL PARK,

Markham, Ontario L3R 9Z9

Broadridge or your intermediary, as applicable, must receive your voting instructions at least one business day in advance of the proxy deposit date noted on your voting instruction form. If you are a non-registered shareholder and you wish to attend and vote at the Meeting (or have another person attend and vote on your behalf), you must complete the voting instruction form in accordance with the instructions provided. These instructions include the additional step of registering the person you have designated to attend the Meeting (either yourself or the person you designated to attend on your behalf) with our transfer agent, Computershare, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder you have designated to attend the Meeting with Computershare will result in such proxyholder not receiving a control number to participate in the Meeting and such proxyholder would only be able to attend the Meeting as a guest. Guests will be able to listen to the Meeting but will not be able to ask questions or vote. See "How do I vote if I am a non-registered shareholder?" in the Circular for additional details.

Registered shareholders are entitled to vote by proxy or during the Meeting by online ballot through the live webcast platform. Registered shareholders who are unable to attend the Meeting should exercise their right to vote by signing and returning the form of proxy, or voting in advance via the internet, in accordance with the directions on the form. Computershare must receive completed proxies no later than 10:00 a.m. (Eastern Time) on May 4, 2026 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of the adjourned or postponed Meeting. See "How do I vote if I am a registered shareholder?'' in the Circular for additional details.

BY ORDER OF THE BOARD OF DIRECTORS,

C. Warren Beil

Corporate Secretary

March 24, 2026 Toronto, Ontario

T A B L E O F C O N T E N T S

1 LETTER FROM THE CHAIR

2 ABOUT THE MEETING

2 Notice of Annual Meeting of Shareholders

2 Notice and Access

2 Websites Where the Meeting Materials are Posted

2 Non-Registered and Registered Shareholders

2 How to Obtain Paper Copies of the Meeting Materials

3 Voting

5 VOTING INFORMATION

5 About this Circular and Related Proxy Materials

5 Notice and Access

5 Questions and Answers on the Virtual Meeting

7 Questions and Answers on the Voting Process

9 General Information

9 Share Capital and Principal Shareholders

10 BUSINESS TO BE TRANSACTED AT THE MEETING

10 Receive the Financial Statements

10 Appointment of the Auditor

10 Voting on the Approach to Executive Compensation

10 Election of the Board of Directors

10 Advance Notice Provisions

11 Nominees

11 Director Profiles

21 Public Company Board Memberships

21 Director Qualifications

21 Director Share Ownership Multiples

22 Appointment of the Auditor

22 Audit and Other Service Fees

22 Advisory Resolution on Approach to Executive Compensation

23 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

23 Corporate Governance

23 Governance

25 ESG

25 Enterprise Risk Management

26 Disclosure Policy

26 Anti-Bribery and Anti-Corruption Compliance Policy

26 Insider Trading and Anti-Hedging Policy

26 Code of Ethics

26 Whistleblower Policy

27 Composition of Our Board and Board Committees

27 Committees of Our Board

27 Compensation & Talent Committee

29 Governance & Sustainability Committee

30 Audit & Risk Committee

1. Director Independence

2. Meetings of Independent Directors

31 Majority Voting

31 Nomination Rights

31 Director Term Limits and Other Mechanisms of Board Renewal

32 Mandate of Our Board

32 Orientation and Continuing Education

32 ESG

33 Diversity and Inclusion

34 COMPENSATION DISCUSSION AND ANALYSIS

34 Triple Flag Compensation Principles

34 Operational and Financial Performance Highlights in 2025

34 Compensation Aligned to Shareholder Value Creation

35 Short-term Incentive (''STI'') Outcomes

35 Linking Pay and Performance

36 REPORT ON EXECUTIVE COMPENSATION AND EQUITY OWNERSHIP

36 Introduction

40 2025 Summary and Financial Performance Highlights

42 2025 EXECUTIVE PAY FOR PERFORMANCE

1. Advisory Vote on Compensation

2. Pay Policies and Practices

1. Pay Mix

2. Compensation-Setting Process

44 Peer Group Benchmarking

45 Peer Group

46 Independent Advice

47 COMPONENTS OF COMPENSATION

48 Base Salaries

48 NEO Salary Levels

48 Short-term Incentive Plan

49 2025 Short-term Incentive Plan Framework

50 Short-term Incentive Award Framework Results

52 2026 Short-term Incentive Plan

52 2026 Short-term Incentive Award Framework to Grow Value

52 Long-term Equity Incentive Plans

53 PSUs

53 RSUs

53 Dividend Share Units

53 Stock Options

54 Administration and Eligibility

54 Common Shares Subject to the Omnibus Plan and Participation Limits

54 2026 Long-term Incentive Framework

54 Maverix Legacy Stock Options

55 Termination of Employment and Services

55 Change of Control

56 Adjustments

56 Amendment and Termination

56 Assignment

56 Burn Rate

57 Equity Compensation Plan Information

57 Benefit Plans

57 Retirement Plans

57 Perquisites

57 Risk and Executive Compensation

1. Executive Share Ownership Guidelines

2. Compensation Recovery Policy

3. Performance Graph

4. Summary Compensation Table

5. Outstanding Share-Based Awards and Option-Based Awards

61 Incentive Plan Awards - Value Vested or Earned During the Year

62 NEO Employment Agreements

63 Termination and Change of Control Benefits

65 REPORT ON DIRECTOR COMPENSATION AND EQUITY OWNERSHIP

65 Introduction

65 Director Compensation - Non-Executive Directors

1. Deferred Share Unit Plan

2. Director Share Ownership Guidelines

1. Director Compensation - Board of Directors

2. OUTSTANDING SHARE-BASED AWARDS

67 Incentive Plan Awards Value Vested or Earned During the Year

68 OTHER INFORMATION

68 Director and Officer Liability Insurance

68 Interest of Management and Others in Material Transactions

68 Interest of Certain Persons or Companies in Matters to be Acted Upon

68 Indebtedness of Directors and Officers

68 Corporate Cease Trade Orders

68 Bankruptcies

69 Penalties or Sanctions

69 Conflicts of Interest

69 Normal Course Issuer Bid

70 Non-IFRS Financial Measures

70 Additional Information

70 Shareholder Proposals

70 CONTACTING THE BOARD OF DIRECTORS

70 BOARD APPROVAL

71 Appendix A Board of Directors Mandate

74 Appendix B How to Participate in the Meeting Online

‌VOTING INFORMATION

ABOUT THIS CIRCULAR AND RELATED PROXY MATERIALS

Triple Flag Precious Metals Corp. (the ''Company'' or ''Triple Flag'') is providing you with this Management Information Circular (the ''Cir-cular'') and other proxy materials in connection with the 2026 Annual Meeting of Shareholders (the ''Meeting'') of the Company to be held on Wednesday, May 6, 2026, at 10:00 a.m. (Eastern Time). The Meeting will be held in a virtual meeting format only, by way of a live webcast. Shareholders will be able to listen, participate in and vote at the meeting in real time through a web-based platform.

This Circular describes the items to be voted on at the Meeting as well as the voting process, and provides information about director and executive compensation, the Company's corporate governance practices and other relevant matters.

Please see the ''Questions and Answers on the Voting Process'' section below for an explanation of how you can vote on the matters to be considered at the Meeting, whether or not you decide to attend the Meeting.

Unless otherwise indicated, the information contained in this Circular is given as of March 17, 2026 and all dollar amounts used are in United States dollars, unless otherwise stated. Unless otherwise indicated, Canadian dollar amounts were converted to US$ using the Bank of Canada daily average exchange rate for the relevant year, being C$1.3978=US$1.00 for 2025, C$1.3698=US$1.00 for 2024 and C$1.3497=US$1.00 for 2023.

NOTICE AND ACCESS

The Company is using the notice and access procedure that allows the Company to furnish proxy materials, which include the annual consolidated financial statements and management's discussion and analysis for the year ended December 31, 2025 (the ''2025 Annual Report''), to shareholders over the internet instead of mailing paper copies to shareholders. Under the notice and access procedure, the Company will deliver proxy-related materials by: (i) posting this Circular and the 2025 Annual Report (and other proxy-related materials) on its website, https://www.tripleflagpm.com; and (ii) sending the Notice of Meeting informing holders of common shares of the Company (''Common Shares'') that this Circular, the 2025 Annual Report and proxy-related materials have been posted on the Company's website, and explaining how to access them.

On or about April 1, 2026, the Company will send shareholders the Notice of Meeting and the relevant voting document (a form of proxy or a voting instruction form). The Notice of Meeting contains basic information about the Meeting, the matters to be voted on and instructions on how to access the proxy materials, and explains how to obtain a paper copy of this Circular and/or the 2025 Annual Report.

QUESTIONS AND ANSWERS ON THE VIRTUAL MEETING

Q: Who can attend and vote at the virtual Meeting?

A: Registered shareholders and duly appointed proxyholders who log in to the Meeting online will be able to listen, ask questions and securely vote through a web-based platform, provided that they are connected to the internet and follow the instructions set out in this Circular. Shareholders who wish to appoint a proxyholder to represent them at the Meeting (including non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate in and vote at the Meeting) must submit their duly completed proxy or voting instruction form AND register the proxyholder with the Company's registrar and transfer agent, Computershare as described below. Failure to register the proxyholder (the person you have designated to attend the Meeting, who could be yourself or another person) with Computershare will result in that proxyholder not receiving a control number to participate in the Meeting and such proxyholder would only be able to attend the Meeting as a guest.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to ask questions or vote.

Q: How do I attend and participate in the virtual Meeting?

A: How you vote depends on whether you are a registered or a non-registered shareholder. Please read the voting instructions below that are applicable to you. In order to attend the Meeting, registered shareholders, duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) and guests (including non-registered shareholders who have not duly appointed themselves as proxyholder) must log in online as set out below.

Step 1: Log in online at https://meetnow.global/ML4D4HG.You will need the latest version of Chrome, Safari, Microsoft Edge or Firefox. Please do not use Internet Explorer as it is not a supported browser for the Meeting. You should allow ample time to join the Meeting to check compatibility and complete the related procedures.

Step 2: Follow the instructions below:

• Registered Shareholders: Click ''Shareholder'' and then enter your control number. The control number is located on the form of proxy. If you use your control number to log in to the Meeting, any vote you cast at the Meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote at the Meeting.

• Duly appointed proxyholders: Click ''Invitation'' and then enter your invite code. Proxyholders who have been duly appointed and registered with Computershare as described in this Circular will receive an invite code by email from Computershare after the proxy voting deadline has passed.

• Guests (including non-registered shareholders who have not appointed themselves as proxyholders): Click ''Guest'' and then complete the online form.

  Registered shareholders and duly appointed proxyholders may ask questions at the Meeting and vote by completing a ballot online during the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders may listen to the Meeting as guests. Guests will not be permitted to ask questions or vote at the Meeting.

  If you plan to vote at the Meeting, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. You should allow ample time to log in to the Meeting online and complete the check-in procedures. The Meeting will begin promptly at 10:00 a.m. (Eastern Time) on Wednesday, May 6, 2026, unless otherwise adjourned or postponed. For those that plan on attending the Meeting via the live webcast platform, you should allow ample time to log in to the Meeting online and complete the check-in procedures.

  We recognize the importance of shareholders being able to ask questions in a virtual meeting format. At the virtual Meeting, registered shareholders and duly appointed proxyholders, regardless of geographic location, will be able to participate and have an equal opportunity to ask questions, and vote in real time at the Meeting, provided they are connected to the internet and have logged in to the online platform accessible at https://meetnow. global/ML4D4HG. To ask a question during the Meeting after logging in, type your question into the "Ask a Question" field and click "Submit". We strongly encourage you to submit your questions as early as possible during the Meeting as we intend to answer questions in the order in which they are submitted to us by shareholders. Questions submitted via the online platform that relate to the business of the Meeting are expected to be addressed in the question-and-answer section of the Meeting. Such questions will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of the Company as they would be at in-person shareholder meetings. Questions submitted via the online platform will be moderated before being sent to the chair of the Meeting in order to avoid repetition and ensure an orderly Meeting. The chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting, or which are determined to be inappropriate or otherwise out of order. Questions can be submitted at any time as prompted by the chair during the Meeting until the chair closes the session. It is anticipated that registered shareholders and duly appointed proxyholders attending the Meeting virtually will have substantially the same opportunity to ask questions on matters of business before the Meeting as if the Meeting was held in person.

  For any technical difficulties experienced during the check-in process or during the Meeting, please call the technical support number that will be posted on the "Virtual Shareholder Meeting" log-in page for assistance.

  Please note that the Meeting website may not be fully accessible on all internet browsers. If you are unable to access this site on your preferred browser, we suggest trying to access it via a different browser and/or ensuring that your browser is updated to the latest version. Note that Chrome, Firefox, Edge and Safari are the preferred browsers for accessing the web-based meeting platform. Internet Explorer is not supported. In addition, internal network security protocols including firewalls and virtual private network (VPN) connections may block your access to the online platform. If you are experiencing any difficulty connecting or watching the Meeting, please ensure your VPN setting is disabled or connect to the platform on a network not restricted to the security settings of your organization.

  ‌QUESTIONS AND ANSWERS ON THE VOTING PROCESS

  Q: What items of business am I voting on?

  A: You will be voting:

• to elect the directors (see "Election of the Board of Directors" for additional details);

• to appoint PwC as our auditor for 2026 and to authorize the directors to fix the auditor's remuneration (see ''Appointment of the Auditor" for additional details);

• on the advisory resolution on the approach to executive compensation; and

• on such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

  Q: Am I entitled to vote?

  A: You are entitled to vote if you were a holder of Common Shares as at the close of business on March 17, 2026, which is the record date of the Meeting. Each Common Share is entitled to one vote.

  Q: How do I vote?

  A: How you vote depends on whether you are a registered or a non-registered shareholder. Please read the voting instructions below that are applicable to you.

  Q: Am I a registered shareholder?

  A: You are a registered shareholder if you hold Common Shares in your own name and you have a share certificate or direct registration system (DRS) statement. As a registered shareholder, you are identified on the share register maintained by Computershare as being a shareholder.

  Q: Am I a non-registered or beneficial shareholder?

  A: Most shareholders are non-registered shareholders. You are a non-registered shareholder if your Common Shares are held in an account in the name of an intermediary, such as a bank, broker or trust company. As a non-registered shareholder, you do not have Common Shares registered in your name, but your ownership interest in Common Shares is recorded in an electronic system. As such, you are not identified on the share register maintained by Computershare as being a shareholder. Instead, the Company's share register shows the shareholder of your Common Shares as being the intermediary or depository through which you own your Common Shares.

  The Company distributes copies of the proxy-related materials in connection with the Meeting to intermediaries so that they may distribute the materials to the non-registered shareholders. Intermediaries often forward the materials to non-registered shareholders through a service company (such as Broadridge). The Company pays for an intermediary to deliver the proxy-related materials to all non-registered shareholders.

  Q: How do I vote if I am a registered shareholder?

  A: If you are a registered shareholder, you may vote your Common Shares by proxy or during the Meeting by online ballot through the live webcast platform.

  Voting at the Meeting

  If you wish to vote your Common Shares at the Meeting, do not complete or return the form of proxy sent to you. Your vote will be taken and counted at the Meeting through the live webcast platform.

  Voting by Proxy

  You can vote by proxy whether or not you attend the Meeting. To vote by proxy, please complete the enclosed form of proxy (also available online at www.investorvote.com) and return it by either of the following means: by mail, courier or by hand to Computershare at the address listed below; or by going online at www. investorvote.com. You may authorize the management representatives named in the enclosed proxy form to vote your Common Shares, or you may appoint another person or company to be your proxyholder. The names already inserted on the form of proxy are Sheldon Vanderkooy, CEO and Eban Bari, CFO of the Company. Unless you choose another person or company to be your proxyholder, you are giving these persons the authority to vote your Common Shares at the Meeting.

  To appoint another person or company to be your proxyholder, you must insert the other person's or company's name in the blank space provided. That person or company must attend the Meeting to vote your Common Shares by online ballot through the live webcast platform. If you do not insert a name in the blank space, the management representatives named above are appointed to act as your proxyholder. You may also use a different form of proxy than the one included with the materials sent to you.

  If you wish to appoint another person or company to be your proxyholder, you must complete the additional step of registering such proxyholder with Computershare at https://www.computer-share.com/TripleFlag after submitting your form of proxy. Failure to register the proxyholder with Computershare will result in the proxyholder not receiving an invite code to participate in the Meeting and such proxyholder would only be able to attend the Meeting as a guest.

  Please note that in order for your vote to be recorded, your proxy must be received by Computershare at 320 Bay Street, 14th Floor, Toronto, ON, Canada M5H 4A6 or online by no later than 10:00 a.m. (Eastern Time) on May 4, 2026 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of the adjourned or postponed Meeting.

  Q: How will my shares be voted?

  A: On the form of proxy, you can indicate how you want your proxyholder to vote your Common Shares or you can let your proxyholder decide for you. If you have specified on the form of proxy how you want your Common Shares to be voted on a particular issue (by marking FOR, AGAINST or WITHHOLD, as applicable), then your proxyholder must vote your Common Shares accordingly. If you have not specified on the form of proxy how you want your Common Shares to be voted on a particular issue, then your proxyholder can vote your Common Shares as they see fit.

  Unless contrary instructions are provided, Common Shares represented by proxies appointing management as the proxyholder will be voted:

• FOR the election of the directors;

• FOR the re-appointment of PwC as the auditor of the Company and the authorization of the directors to fix the auditor's remuneration; and

• FOR the advisory resolution on the Company's approach to executive compensation.

  Q: How do I vote if I am a non-registered shareholder?

  A: If you are a non-registered shareholder, you may vote your Common Shares in one of the following ways:

  Through your intermediary

  A voting instruction form will be included with the materials sent to you. The purpose of this form is to instruct your intermediary on how to vote on your behalf. Please follow the instructions provided on the voting instruction form.

  Attend the Meeting

  If you wish to vote your Common Shares during the Meeting by online ballot through the live webcast platform, you should take these steps:

  Step 1: Insert your name in the space provided on the voting instruction form provided by your intermediary and sign and return it in accordance with the instructions provided. By doing so, you are instructing your intermediary to appoint you as proxyholder. Do not otherwise complete the form, as you will be voting at the Meeting.

  Step 2: Register yourself as a proxyholder at https://www.computer-share.com/TripleFlag by no later than 10:00 a.m. (Eastern Time) on May 4, 2026 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of the adjourned or postponed Meeting. Failure to register yourself as a proxyholder with Computershare will result in you not receiving an invite code to participate in the Meeting and you will only be able to attend the Meeting as a guest.

  Designate another person to be appointed as your proxyholder

  You can choose another person (including someone who is not a shareholder of the Company) to vote for you as a proxyholder. If you appoint someone else, they must attend the Meeting to vote for you. If you wish to appoint a proxyholder, you should insert that person's name in the space provided on the voting instruction form provided to you by your intermediary and sign and return it in accordance with the instructions provided. By doing so, you are instructing your intermediary to appoint that person as proxyholder. Do not otherwise complete the form, as your proxyholder will be voting at the Meeting. You must also register your proxyholder with Computershare at www.computershare.com/ TripleFlag by no later than 10:00 a.m. (Eastern Time) on May 4, 2026 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of the adjourned or postponed Meeting. Failure to register the proxyholder you have designated to attend the Meeting on your behalf with Computershare will result in the proxyholder not receiving an invite code to participate in the Meeting, and such proxyholder would only be able to attend as a guest.

  United States non-registered shareholders

  To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy form from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to Computershare, 320 Bay Street, 14th Floor, Toronto, ON, Canada M5H 4A6 or by email to uslegalproxy@computershare.com.

  ‌Q: If I change my mind, how do I revoke my proxy or voting instructions?

  A: Proxies may be revoked in the following ways:

  Non-registered shareholders

  You may revoke your proxy by sending written notice to your intermediary, so long as the intermediary receives your notice at least seven days before the Meeting (or as otherwise instructed by your intermediary). This gives your intermediary time to submit the revocation to Computershare. If your revocation is not received in time, your intermediary is not required to act on it.

  Registered shareholders

  You may revoke your proxy or voting instructions in any of the following ways:

• By completing and signing a proxy form with a later date than the proxy form you previously returned, and delivering it to Computershare at any time before 10:00 a.m. (Eastern Time) on May 4, 2026. If the Meeting is adjourned or postponed, the deadline will be no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of any adjourned or postponed Meeting;

• By completing a written statement revoking your instructions, which is signed by you or your attorney authorized in writing, and delivering it:

  • to the offices of Computershare at any time before 10:00 a.m. (Eastern Time) on May 4, 2026 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and statutory holidays) before the date of the adjourned or postponed Meeting; or

  • in any other manner permitted by law.

• If you use your control number as a username to log in to the Meeting and you accept the terms and conditions, any vote that you cast at the Meeting will revoke any proxy that you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the Meeting.

GENERAL INFORMATION

Q: How many shares are entitled to be voted?

A: As of March 17, 2026, the record date for the Meeting, there were 206,603,912 Common Shares issued and outstanding. Each Common Share is entitled to one vote on each matter to be voted upon at the Meeting.

Q: Who counts the vote?

A: Votes cast in advance by way of proxy and votes cast at the Meeting through the live webcast platform will be counted by representatives of Computershare who will be appointed as scrutineers at the Meeting.

Q: Who is soliciting my proxy?

A: Management of the Company is soliciting your proxy. Proxies will be solicited primarily by mail, but employees and agents of the Company may also use electronic means. Intermediaries will be reimbursed for their reasonable charges and expenses in forwarding proxy-related materials to non-registered shareholders.

The Company will bear the cost of all proxy solicitations on behalf of management of the Company.

Q: Can I access the annual disclosure documents electronically?

A: The Company's 2025 Annual Report, which includes its annual financial statements and notes and management's discussion and analysis for the year ended December 31, 2025, this Circular and the Annual Information Form (''AIF''), are available for review on its website at www.tripleflagpm.com under the Company's SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.

Q: Who do I contact if I have questions?

A: If you have any questions, you may call Computershare at 1-800-564-6253 for further information.

SHARE CAPITAL AND PRINCIPAL SHAREHOLDERS

As of March 17, 2026, the record date for the Meeting, there were 206,603,912 Common Shares issued and outstanding. Our principal shareholder, Triple Flag Mining Aggregator S.à.r.l. (the ''Principal Share-holder"), owns a total of 133,815,727 Common Shares representing approximately 64.8% of the issued and outstanding Common Shares. The Principal Shareholder is indirectly controlled by certain investment funds advised by Elliott Investment Management L.P. and its affiliates. To the knowledge of the Company, no other person beneficially owns, directly or indirectly, or exercises control or direction over 10% or more of the outstanding Common Shares.

‌BUSINESS TO BE TRANSACTED AT THE MEETING

The following business will be transacted at the Meeting and the affirmative vote of a majority of the votes cast at the Meeting will constitute approval for each item of business:

RECEIVE THE FINANCIAL STATEMENTS

The Company's audited consolidated financial statements, together with the notes thereto and the auditor's report thereon, and the related management's discussion and analysis for the year ended December 31, 2025, will be placed before the shareholders at the Meeting and shareholders or their proxyholders will be given an opportunity to discuss the financial results with management. These documents are included in the Company's 2025 Annual Report. Copies of the 2025 Annual Report in English may be obtained from the Corporate Secretary of the Company upon request. The 2025 Annual Report in English is also available under the Company's SEDAR+ profile at www.sedarplus.caor on the Company's website at www.tripleflagpm.com.

APPOINTMENT OF THE AUDITOR

Shareholders or their proxyholders will vote on the re-appointment of the auditor and the authorization of the directors to fix the auditor's remuneration.

VOTING ON THE APPROACH TO EXECUTIVE COMPENSATION

Shareholders or their proxyholders will vote on the advisory resolution on the Company's approach to executive compensation, as discussed in more detail under the ''Advisory Resolution on Approach to Executive Compensation'' section of this Circular.

ELECTION OF THE BOARD OF DIRECTORS

Nine director nominees are proposed for election to the board of directors of the Company (the ''Board''). Shareholders or their proxyholders will vote on the election of the directors. Seven of the nine nominees are currently directors of the Company, and all the nominees have established their eligibility and willingness to serve on the Board for the next annual term. Management does not believe that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the proxyholder may vote for another nominee at the proxyholder's discretion. At the Meeting, the nominees will be voted on individually, and in accordance with applicable Canadian securities legislation, the voting results for each nominee will be publicly disclosed. The persons named in the enclosed form of proxy intend to vote for the election of each of the director nominees. Each director will be elected to hold office until the next annual meeting of shareholders or until such office is earlier vacated.

ADVANCE NOTICE PROVISIONS

Our by-laws include certain advance notice provisions with respect to the election of our directors (the ''Advance Notice Provisions''). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated by shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include,

(i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the ''Notice Date'') is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the date on which the first public announcement of the date of the special meeting of shareholders was made.

A copy of our by-laws is available on the Company's website at www.tripleflagpm.com, under the Company's SEDAR+ profile at www.sedarplus.caand on EDGAR at www.sec.gov.

As of the date hereof, no director nominations have been received by the Company from any shareholder in respect of the Meeting.

‌NOMINEES

The director nominee profiles, provided below under "Director Profiles", tell you about each director nominee's experience and other important information to consider, including how much equity they own in the Company and any other public company boards they sit on. We believe our Board nominees must strike the right balance between those who have the skills and experience necessary to ensure our business can secure its license to operate, and those who have technical and operating expertise and financial and business acumen.

The nominees for election as director have been selected based on their sound leadership and professional reputation, and their collective ability to address the broad range of issues the Board considers when overseeing the Company's business and affairs. As a group, the director nominees complement each other in respect of their respective skills, experience and diversity of perspectives.

Tim Baker and Peter O'Hagan will not be standing for re-election to the Board and their terms as directors will expire following the Meeting. Patrick Merrin and Christopher McCleave will be standing for election as new nominees to the Board.

Management recommends a vote FOR all nominees listed below.

Additional biographical information for each individual is provided below under "Director Profiles". Directors will serve until the next annual meeting of shareholders or until their successors are elected or appointed unless their office is earlier vacated.

DIRECTOR PROFILES

The following profiles present information about each of the nominees for election as director. Our directors are elected annually, individually and by majority vote. Pursuant to the CBCA, shareholders are allowed to vote "for" or "against" (as opposed to "for" and "withhold") nominees for election to our Board. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open or, in the case of incumbent directors (which comprise all of the nominees for election to our Board at the Meeting), such director may continue in office until the earlier of (i) the 90th day after the election, or (ii) the day on which his or her successor is appointed or elected.

Other than the Investor Rights Agreement (as defined herein), there are no contracts, arrangements, or understandings between any director or executive officer, or any other person, pursuant to which any of the nominees has been nominated for election as a director of the Company.

All other director information can be found in "Report on Director Compensation and Equity Ownership" and "Committees of our Board" in this Circular. All amounts in this Circular are in U.S. dollars unless otherwise indicated. References to "US$", "$" or "dollars" are to United States dollars, references to "C$" are to Canadian dollars and references to ''A$" are to Australian dollars.

Name and Place of Residence Principal Position/Title

Dawn Whittaker1

Ontario, Canada

Susan Allen1

Ontario, Canada

Patrick Merrin1,2

Ontario, Canada

Christopher McCleave1,2

Ontario, Canada

Geoff Burns1

British Columbia, Canada

Mark Cicirelli2

New York, United States

Blake Rhodes1

Colorado, United States

Sheldon Vanderkooy

Ontario, Canada

Elizabeth Wademan1

Ontario, Canada

Director and Board Chair

Director and Audit & Risk Committee Chair

Director Director Director Director Director

Director and Chief Executive Officer Director

1Independent director. See ''Statement of Corporate Governance Practices - Director Independence''.

2Nominee of our Principal Shareholder. See ''Nomination Rights".

DAWN WHITTAKER Independent Director and Chair of the Board

Director since: May 2021

Age: 65

Residence: Ontario, Canada

Nationality: Canadian

Areas of Expertise Investment Banking/M&A Financial Literacy/Accounting

Governance/Board/Risk Mitigation HR/Compensation

Legal & Compliance

Ms.Whittaker is a seasoned public company board and committee member with more than 30 years of experience as a capital markets lawyer. Her deep corporate governance experience is complemented by her professional expertise in corporate strategy, mergers and acquisitions and corporate finance. She is currently a member of the board of directors of Novagold Resources Inc., where she is the Chair of the Corporate Governance and Nominations Committee. Ms.Whittaker is a former member of the board of directors of Sierra Metals Inc., Detour Gold Corporation, and Kirkland Lake Gold. She is currently the President and Chair of the board of directors of The Badminton and Racquet Club of Toronto and a former member of the board of directors of the Canadian Mental Health Association, Ontario Division.

Ms.Whittaker was formerly a senior partner at Norton Rose Fulbright, a global law firm, where she was the national leader of the firm's Mining and Commodities Team in Canada and a member of the firm's Canadian Partnership Committee (board). Ms. Whittaker also previously served on the Continuous Disclosure Advisory Committee of the Ontario Securities Commission.

She has received the National Association of Corporate Directors certification and holds a Bachelor of Arts (Honours) and an LL.B. from Queen's University.

SUSAN ALLEN Independent Director and Chair of Audit & Risk Committee

Director since: May 2021

Age: 68

Residence: Ontario, Canada

Nationality: Canadian

Areas of Expertise

Managing or Leading Growth International

Financial Literacy/Accounting Governance/Board/Risk Mitigation HR/Compensation

Legal & Compliance

Ms. Allen has served on the Board of Directors of Triple Flag since the completion of its IPO and serves as Chair of the Audit & Risk Committee. She also serves as Trustee or Director and Audit Committee Chair on the boards of Richards Group Inc. and EcoSynthetix, Inc., each TSX listed companies, and serves as a Director and Audit Committee Chair of Conavi Medical Inc., a TSX-V listed medical device company.

Ms. Allen has over 10 years of experience with executive board roles held in various not for profit entities, and previously served on global and Canadian boards of PwC and on numerous board committees. As a former PwC assurance partner with 34 years of experience, she has extensive international business, audit, board and governance experience, and has advised companies on valuations, acquisitions, carve-outs, going public and internal control systems.

Ms. Allen is author of ''Count Me In - A Trailblazer's Triumph in a World not Built for Her'' to help professional women in business. She is a recipient of Catalyst Canada's "Business Champion" award and was named one of the Women Executive Network's (''WXN's'') ''Top 100 Most Powerful Women in Canada'' for her leadership role and impact on diversity initiatives. In 2023, she received WXN's CEDI award for her contributions and impact on increasing equity, diversity and inclusion initiatives on boards, executive teams and in the broader community. Ms. Allen is a graduate of the University of Toronto, with a Bachelor of Arts degree, and holds U.S. CPA, Canadian FCPA (FCA) and ICD.D designations.

PATRICK MERRIN Independent Director

Director since: New Nominee

Age: 54

Residence: Ontario, Canada

Nationality: Canadian

Areas of Expertise

Managing or Leading Growth International

Financial Literacy/Accounting CEO/President/General Management Operations/Industry Expertise/Mining Health, Safety, Environment & Security (HSE&S)/Reputation Governance/Board/Risk Mitigation Government Relations

Legal & Compliance

Business Development & Marketing

Mr. Merrin's extensive operating experience in the mining industry spans more than three decades.

Currently, Mr. Merrin is the Chief Operations Officer of Compass Minerals. Prior to joining Compass Minerals Mr. Merrin served as Executive Vice President of Technical Services at Lundin Mining Corporation, a diversified Canadian base metals miner. Before Lundin, he was appointed Chief Executive Officer at Copper Mountain Mining Corporation, a copper mining company. Previous roles include COO of Mining at Washington Companies, a diversified holding company in the transportation, mining, construction and shipbuilding industries; and Senior Vice President of Canadian operations at Newcrest Mining and Goldcorp, both gold mining companies acquired by Newmont Corporation.

Mr. Merrin holds a Bachelor of Engineering in chemical engineering from McGill University and a Master of Business Administration from University of Toronto.

1Mr. Merrin has been nominated for election to the Board of Directors at this Meeting. Mr. Merrin is expected to meet the prescribed ownership levels within five years of the date of his appointment to the Board (see ''Director Share Ownership Guidelines''). On election to the Board of Directors Mr. Merrin will become eligible to receive an annual retainer paid in a combination of cash and DSUs.

CHRISTOPHER McCLEAVE Independent Director

Age: 49

Residence: Ontario, Canada

Nationality: Australian and British

Areas of Expertise

Managing or Leading Growth International

CEO/President/General Management Operations/Industry Expertise/Mining Financial Literacy/Accounting HSE&S/Reputation Governance/Board/Risk Mitigation HR/Compensation

Legal & Compliance

Business Development & Marketing

Mr. McCleave has over two decades of experience in the mining industry and has lived and worked in six continents, holding senior roles at major global companies.

Mr. McCleave is currently the Chief Technical Officer at Vale Base Metals, where he leads the company's technical function across the mining and process value chains, as well as research and innovation. Mr. McCleave has previously held senior roles with Anglo American and Glencore, where he specialized in operational excellence, safety improvements and transformation initiatives.

Mr. McCleave holds a Bachelor of Engineering in Mining from the University of South Australia and a Master of Business Administration from Deakin University.

1Mr. McCleave has been nominated for election to the Board of Directors at this Meeting. Mr. McCleave is expected to meet the prescribed ownership levels within five years of the date of his appointment to the Board (see ''Director Share Ownership Guidelines''). On election to the Board of Directors Mr. McCleave will become eligible to receive an annual retainer paid in a combination of cash and DSUs.

GEOFF BURNS Independent Director

Director since: January 2023

Age: 66

Residence: British Columbia, Canada

Nationality: Canadian

Areas of Expertise

Managing or Leading Growth International

CEO/President/General Management Operations/Industry Expertise/Mining Investment Banking/M&A

Financial Literacy/Accounting HSE&S/Reputation Governance/Board/Risk Mitigation HR/Compensation

Government Relations

Business Development & Marketing

Mr. Burns co-founded Maverix Metals Inc. (a royalty and streaming company) in 2016 and served as the Chair of Maverix's Board of Directors from its inception until its sale to Triple Flag in 2023. Previously, he served as President and CEO of Pan American Silver Corp. for 12 years and was also a member of its Board of Directors.

In his over 35 years in the precious metals mining industry, Mr. Burns has gathered extensive experience throughout North and South America in both mine operations and project development, having participated in multiple mine development and construction projects from feasibility study through continuous operation. Throughout his career he has led or been a part of numerous capital market transactions, raising more than $1.3 billion in equity, debt and convertible debt, while completing M&A transactions in excess of $3.0 billion.

Mr. Burns holds a BSc. degree in geology from McMaster University and an MBA from York University.

MARK CICIRELLI Non-Independent Director

Director since: October 2019

Age: 51

Residence: New York, USA

Nationality: American

Areas of Expertise Investment Banking/M&A Financial Literacy/Accounting

Governance/Board/Risk Mitigation HR/Compensation

Mr. Cicirelli is a Senior Portfolio Manager and Global Head of Insurance at Elliott Investment Management L.P., which he joined in 2005. Previously he worked at TH Lee Putnam Ventures, a private equity fund, and at J.P. Morgan & Company. Mr. Cicirelli serves on the board of directors of Aeolus Capital Management and the New York Board of the non-profit All Stars Project. Mr. Cicirelli graduated from Dartmouth with a Bachelor of Arts in government and economics, and from Harvard with a Master of Business Administration.

1As further described in the Report on Director Compensation and Equity Ownership, Mr. Cicirelli is an employee of an affiliated entity of the Principal Shareholder and, as such, does not receive any compensation for his role on the Board.

BLAKE RHODES Independent Director

Director since: January 2023

Age: 59

Residence: Colorado, United States

Nationality: American

Areas of Expertise

Managing or Leading Growth International

CEO/President/General Management Operations/Industry Expertise/Mining Investment Banking/M&A

Financial Literacy/Accounting HSE&S/Reputation Governance/Board/Risk Mitigation HR/Compensation

Legal & Compliance

Mr. Rhodes retired from Newmont Corporation in April 2022, where he was the Senior Vice President of Strategic Development and a member of the executive leadership team. Mr. Rhodes' career at Newmont spanned over 25 years, during which he served in a legal capacity as General Counsel, in operations as Senior Vice President of Indonesia, and led Newmont's mergers and acquisitions team as SVP of Strategic Development. Mr. Rhodes has extensive transactional and international business experience, having worked and lived in Jakarta, Adelaide and Singapore, and played key roles in Newmont's significant transactions, including the acquisition of Goldcorp Inc. and the formation of the Nevada Gold Mines Joint Venture.

He graduated from Iowa State University with a bachelor's degree in Business Administration and holds a Doctor of Jurisprudence degree from the University of Pennsylvania.

SHELDON VANDERKOOY CEO and Non-Independent Director

Director since: September 2024

Age: 53

Residence: Ontario, Canada

Nationality: Canadian

Areas of Expertise

Managing or Leading Growth International

CEO/President/General Management Operations/Industry Expertise/Mining Investment Banking/M&A

Financial Literacy/Accounting HSE&S/Reputation Governance/Board/Risk Mitigation Government Relations

Legal & Compliance

Business Development & Marketing

Mr. Vanderkooy is a founding member of the Triple Flag management team, with over 25 years of experience in the mining sector. Prior to his transition to CEO in 2024, Mr. Vanderkooy served as Triple Flag's CFO from 2019 to 2024 and as General Counsel from 2019 to 2023. Prior to Triple Flag, he was Assistant General Counsel at First Quantum Minerals Ltd. and Senior Director, Legal Affairs at Inmet Mining Corporation. Prior to joining Inmet, he was a corporate partner at Blake, Cassels & Graydon LLP (''Blakes'') in Toronto, Canada. Prior to starting his corporate practice, Mr. Vanderkooy began his legal career practicing tax law at Blakes. Mr. Vanderkooy holds a law degree from the University of Western Ontario (Gold Medalist) and a Bachelor of Commerce (Honours) from Queen's University, both in Canada. Prior to attending law school, Mr. Vanderkooy was a Chartered Accountant at Ernst & Young LLP. Mr. Vanderkooy is also a director of the World Gold Council.

1Mr. Vanderkooy receives compensation for his role as CEO of the Company, which is described in the Compensation Discussion and Analysis section of this Circular. Mr. Vanderkooy does not receive additional compensation for his role on the Board.

2Not included in share ownership calculation.

ELIZABETH WADEMAN Independent Director

Director since: February 2023

Age: 50

Residence: Toronto, Canada

Nationality: Canadian

Areas of Expertise

Managing or Leading Growth CEO/President/General Management Operations/Industry Expertise/Mining Investment Banking/M&A

Financial Literacy/Accounting Governance/Board/Risk Mitigation HR/Compensation

Government Relations

Business Development & Marketing

Ms. Wademan is a corporate executive and director with over 24 years of capital markets and operational experience as a senior executive. Ms. Wademan is currently President and CEO of Canada Development Investment Corporation ("CDEV"). Prior to joining CDEV, Ms. Wademan was a senior investment banker and capital markets executive, including a long career in investment banking as Managing Director for BMO Capital Markets, one of Canada's largest investment banks. She was one of the firm's most senior professionals and was Head, Global Metals & Mining Equity Capital Markets, where she advised on many of the most formative and transformational transactions in the resource sector on the continent.

Ms.Wademan is also an experienced corporate director with extensive public company board experience. Ms. Wademan holds a Bachelor of Commerce (Finance & International Business) from McGill University and CFA & ICD.D designations.

1Ms. Wademan is the President and CEO of CDEV, a Federal Crown corporation that reports to the Canadian Minister of Finance, and is subject to the provisions of the Conflicts of Interest Act (Canada). Due to her role with CDEV, Ms. Wademan is prohibited from receiving DSUs and receives director compensation solely in cash.

‌PUBLIC COMPANY BOARD MEMBERSHIPS

Our directors are not restricted from serving on the boards of other public or private companies so long as their commitments do not materially interfere with or are not incompatible with their ability to fulfill their duties as a member of our Board. Directors must, however, receive prior written approval of the Board Chair, except in the case of the Chair, who must receive prior written approval of the Governance & Sustainability Committee, before accepting an invitation to serve on the board of another public company.

DIRECTOR QUALIFICATIONS

The Board comprises nine directors, seven of whom are independent and two of whom are not independent. The composition of the Board is designed to bring an optimal balance of competencies, knowledge and experience to successfully promote achievement of the Company's strategic objectives and effective corporate governance and oversight. Outlined below are the individual attributes that each director brings to the Board:

DIRECTOR SHARE OWNERSHIP MULTIPLES

The ownership guidelines establish minimum equity ownership levels for each Non-Executive Director based on a multiple of their annual cash retainer, which is currently set at 10 times their annual cash retainer. See Director Share Ownership Guidelines. The following table shows the ownership multiples for the Non-Executive Directors and their current ownership, illustrated as multiples of their cash retainer:

1The value of the ownership is calculated based on the closing price of a Common Share on the New York Stock Exchange (''NYSE'') on December 31, 2025, being US$33.22.

2Ms. Wademan is the President and CEO of CDEV, a Federal Crown corporation that reports to the Canadian Minister of Finance and is subject to the provisions of the Conflicts of Interest Act (Canada). Due to her role with CDEV, Ms. Wademan is prohibited from receiving DSUs and receives director compensation solely in cash. Accordingly, the share ownership requirement has been waived in respect of Ms. Wademan.

3Messrs. Merrin and McCleave will be newly elected to the Board and have not received the grant of their retainers.

‌APPOINTMENT OF THE AUDITOR

The auditor of the Company is PricewaterhouseCoopers LLP (''PwC''). The Board, on the recommendation of the Audit & Risk Committee, recommends that PwC be reappointed as the auditor of the Company to hold office until the next annual meeting of shareholders of the Company and that the directors be authorized to fix PwC's remuneration. The persons named in the form of proxy or voting instruction form intend to vote FOR the appointment of PwC as the Company's auditor until the next annual meeting of shareholders. PwC has served as the auditor of the Company and its predecessor since 2018. At the Company's annual meeting of shareholders held on May 7, 2025, PwC received 184,813,219 (98.84%) votes FOR its appointment as auditors as compared to 2,159,710 (1.16%) votes withheld.

AUDIT AND OTHER SERVICE FEES

The Audit & Risk Committee oversees the fees paid to the independent auditor, PwC, for audit and non-audit services. The following table sets forth the aggregate fees billed for professional services rendered by PwC for the fiscal years 2025 and 2024, respectively:

ADVISORY RESOLUTION ON APPROACH TO EXECUTIVE COMPENSATION

At the Meeting, the shareholders will be asked to consider an advisory resolution (the ''Say on Pay Resolution'') regarding the Company's approach to executive compensation, which is described in detail in the section of this Circular entitled ''Compensation Discussion and Analysis''. At the Company's annual meeting of shareholders held on May 7, 2025, 182,589,487 (99.42%) votes were received FOR the Say on Pay Resolution as compared to 1,071,547 (0.58%) votes against.

Pay for performance is a cornerstone of the Company's compensation philosophy, which is intended to align the interests of the Company's executives with those of its shareholders. This compensation philosophy enables the Company to attract and retain high-performing executives who will be motivated to create value for shareholders.

The Board and management of the Company recommend that the shareholders vote FOR the adoption of the advisory Say on Pay Resolution. The persons named in the form of proxy or voting instruction form intend to vote FOR the adoption of the Say on Pay Resolution.

All other fees339,351 53,915

Total $ 1,318,496 $ 817,893

1Audit fees include fees for services rendered by the external auditor in relation to the audit and review of Triple Flag's financial statements (inclusive of disbursements incurred in 2024 and 2025) and in connection with regulatory filings.

2Tax fees related to tax advice, including advice related to transactions, and tax planning services (inclusive of disbursements incurred in 2024 and 2025).

3All other fees are the aggregate fees paid for products and services other than those reported above, which comprise mainly advisory and translation related services incurred by PwC.

As part of the Company's corporate governance practices, the Audit & Risk Committee has adopted a policy prohibiting the auditor from providing non-audit services to the Company or its subsidiaries unless the services are approved in advance by the Chair of the Audit & Risk Committee. The auditor is required to report directly to the Audit & Risk Committee.

into consideration when reviewing the Company's executive compensa-

tion philosophy.

The form of Say on Pay Resolution to be submitted to the shareholders at the Meeting, subject to such amendments, variations or additions as may be approved at the Meeting, is set forth below:

BE IT RESOLVED THAT on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the Circular, delivered in advance of the Meeting.

‌STATEMENT OF CORPORATE GOVERNANCE PRACTICES

CORPORATE GOVERNANCE

The Company's Board and management are dedicated to strong corporate governance practices designed to maintain high standards of oversight, accountability, integrity and ethics while promoting long-term growth and complying with the Canadian Securities Administrators' Corporate Governance Guidelines. The Company's strong governance practices are reflected in its approach and application of policies and practices, some of which are outlined below:

Guidance Reference Overview Application

Majority Voting See p. 31 of the Circular Annual election of directors by shareholders

Pursuant to the CBCA, shareholders are allowed to vote "for" or "against" (as opposed to "for" and "withhold") nominees for election to our Board.

Director Independence See p. 30 of the Circular Determination of independence of

Board members

Board Effectiveness See p. 29 of the Circular Ensure that the Board and its Committees

are functioning at optimal levels

If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open or, in the case of incumbent directors, such director may continue in office until the earlier of (i) the 90th day after the election,

or (ii) the day on which his or her successor is appointed or elected.

At the Company's 2025 annual meeting of shareholders, each of the Board nominees were elected by at least 96% of votes cast by shareholders.

78% of the Triple Flag Board are deemed to be independent directors

All committees are comprised entirely of independent directors

Annual review of the effectiveness and performance of the Board and its Committees and Chairs

Independent Chair provides strong, independent Board oversight

Share Ownership Guidelines

See pages 57 and 66 of the Circular

Full guidelines posted on the Triple Flag website

Aligns the interests of directors and executives with those of shareholders

Applies to each independent director and each NEO

Share ownership requirement applies to six of seven independent directors (with the requirement waived

for Ms. Wademan). As at December 31, 2025, the current members of the Board have each met the required level of share ownership

All NEOs satisfy the required level of share ownership

Orientation & Continuing Education

See p. 32 of the Circular Ensuring relevant continuing education

sessions are provided to directors

2 director development sessions were offered to the Board in 2025

Director Term Limits & Other Mechanisms of

See p. 31 of the Circular To support a diverse Board membership No director term limits, mandatory retirement age or

other automatic mechanisms of board renewal

(Say on Pay)

Compensation Recovery Policy

Code of Business Conduct & Ethics

shareholders with an opportunity to cast advisory votes on the Company's approach to executive compensation

See p. 58 of the Circular Deterrent to executives against fraud, theft,

embezzlement or other similar intentional and serious misconduct

See p. 26 of the Circular Deterrent to executives against fraud, theft,

embezzlement or other similar intentional and serious misconduct that results in restatements of financial statements

2025 advisory vote result was 99.42% in favor of our say on pay resolution

If a recovery is triggered, the executive must repay the excess annual bonus payments and incentive payments received

Provides guidance for maintaining integrity, trust and respect

Whistleblower Policy See p. 26 of the Circular Confidential access (hotline or email) to

the Audit & Risk Committee Chair to report any alleged violations or complaints

Protects those who act in good faith from retaliation

Insider Trading and Anti-Hedging Policy

See p. 26 of the Circular Prohibits trading in our securities while

in possession of material undisclosed information about the Company

All directors and employees, including the named executive officers (''NEOs''), are deemed insiders

Insiders can trade in the Company's securities only during prescribed trading windows

Insiders are also prohibited from entering into any hedging transactions involving securities of the Company, which could insulate an insider from a decrease in share price, such as short sales, puts, calls, prepaid variable forward contracts and equity swaps

Disclosure Policy See p. 26 of the Circular The management Disclosure Committee

is responsible for the implementation and administration of the Disclosure Policy

The Disclosure Committee is responsible for overseeing and monitoring the disclosure processes and practices and reports to the Audit & Risk Committee of the Board

Reviews and approves all public disclosure prior to release

Anti-Bribery & Anti-Corruption Compliance Policy

See p. 26 of the Circular Establishes the Company's commitment to

comply fully with relevant Anti-Corruption legislation and requires the Company (and its representatives) to conduct business legally and ethically

Sets out strategies to mitigate bribery and corruption risk

Bribes, kickbacks or other questionable inducements directly or indirectly to government officials to influence business are prohibited

Policy

perspectives, education, age, ethnicity, race, gender, diverse backgrounds

43% of independent Board Directors and 33% of all directors identify as women

40% of senior management identify as members of underrepresented groups and/or women

40% of senior management identify as members of underrepresented groups and 10% as women

60% of non-senior management workforce and 50% of total workforce identify as underrepresented groups and/or women

Guidance Reference Overview Application

Mandate of the Audit & Risk Committee

See p. 30 of the Circular Audit & Risk Committee assists the Board in

its oversight of enterprise risk management and compliance

Oversees financial reporting and disclosure controls

Annual review for Board approval of financial statements and other public filings

Oversees monitoring and mitigation of information security risks, geopolitical risks and other globally relevant risks

Assists the Board with its oversight responsibilities relating to financial reporting, disclosure controls and procedures, and risk management (including geopolitical risk and cyber/information security risks)

‌DISCLOSURE POLICY

The Board has approved a Disclosure Policy which establishes standards and procedures relating to contacts with analysts and investors, news releases, conference calls and disclosure of material information. The Disclosure Committee is responsible for overseeing and monitoring the disclosure processes and practices, including the review, from time to time, of Triple Flag's Disclosure Policy. It is made up of members of senior management and reports to the Audit & Risk Committee on disclosure matters. The Disclosure Committee reviews all material information in disclosure documents before they are reviewed and approved by the relevant Board committee as well as the Board. The Board has established policies and standards for the disclosure of material information to ensure it is timely, accurate and balanced.

ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE POLICY

Our Board has adopted an anti-bribery and anti-corruption compliance policy (the ''Anti-Bribery Policy'') which establishes our commitment to comply fully with Canada's Corruption of Foreign Public Offlcials Act and the United States Foreign Corrupt Practices Act and any local and foreign anti-bribery or anti-corruption laws and regulations that may be applicable. All of the officers, directors, employees, contractors and agents acting on behalf of the Company (''Company Personnel'') are required to comply with all laws prohibiting improper payments to domestic and foreign officials. All Company Personnel are required to conduct the Company's business legally and ethically. Gifts, payments or offerings of anything to influence sales or other business, bribes, kickbacks, or other questionable inducements, directly or indirectly, to government officials are prohibited. The Anti-Bribery Policy provides a guideline of prohibited payments, as well as the consequences of non-compliance. The Anti-Bribery Policy also sets out strategies we adopt to mitigate bribery and corruption risk. The Board is responsible for monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations.

INSIDER TRADING AND ANTI-HEDGING POLICY

Because of our compact team size and cohesive work practices, all our directors and employees, including the NEOs, are subject to our insider trading and anti-hedging policy. This policy prohibits trading in our securities while in possession of material undisclosed information about the Company. Under this policy, directors and employees are also prohibited from entering into any hedging transactions involving the securities of the Company, which could insulate an insider from a decrease in share price, such as short sales, puts, calls, prepaid variable forward contracts and equity swaps. The Company permits directors and employees to trade in the Company's securities, including the exercise of stock options, only during prescribed trading windows.

CODE OF ETHICS

Our Board has adopted a written code of business conduct and ethics (the ''Code of Ethics'') that applies to Company Personnel. The objective of the Code of Ethics is to provide guidelines for maintaining our and our subsidiaries' integrity, trust and respect. The Code of Ethics addresses compliance with laws, rules and regulations, conflicts of interest, confidentiality, commitment, preferential treatment, financial information, internal controls and disclosure, protection and proper use of our assets, communications, fair dealing, fair competition, due diligence, illegal payments, equal employment opportunities and harassment, privacy, use of Company computers and the internet, political and charitable activities and reporting any violations of law, regulation or the Code of Ethics. Company Personnel receive annual training and are required to review and acknowledge the Code of Ethics each year. Any person subject to the Code of Ethics is required to report all violations of law or regulation or of the Code of Ethics of which they become aware to any one of the Company's executive officers or as otherwise set forth in the Code of Ethics. The Governance & Sustainability Committee is responsible for reviewing and evaluating the Code of Ethics at least annually and recommending any necessary or appropriate changes to our Board for consideration. The Governance & Sustainability Committee assists the Board with monitoring compliance with the Code of Ethics, and is responsible for considering any waivers of the Code of Ethics (other than waivers applicable to members of the Governance & Sustainability Committee, which are considered by the Audit & Risk Committee, or waivers applicable to our directors or executive officers, which are subject to review by our Board as a whole). Our Board has ultimate responsibility for monitoring compliance with the Code of Ethics. In accordance with National Instrument 58-101 - Disclosure of Corporate Governance Practices (''NI 58-101''), the Code of Ethics has been filed on our SEDAR+ profile at www.sedarplus.ca and is also available on our website at www.tripleflagpm.com.

WHISTLEBLOWER POLICY

The Company encourages the reporting of violations and potential violations of the Code of Ethics and has established a hotline for whistleblower concerns, accessible by email and phone. This hotline is administered by a third-party vendor to ensure confidentiality and provide confidence to individuals seeking to make a claim. Any employee, supplier or director may use the hotline to report conduct that they feel violates the Code of Ethics or otherwise constitutes fraud or unethical conduct. The details of the hotline are available at https://www.tripleflagpm.com and all complaints received through the whistleblower concerns hotline are monitored by the Chair of the Audit & Risk Committee, actioned accordingly and reported to the Board.

‌COMPOSITION OF OUR BOARD AND BOARD COMMITTEES

As per our articles of amalgamation (the ''Articles''), our Board is required to consist of a minimum of three and a maximum of ten directors, as determined from time to time by the directors. Our Board currently consists of nine directors, the majority of whom are independent under Canadian securities laws. Under the CBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by shareholders present in person or represented by proxy at a meeting of shareholders and who are entitled to vote. The directors are elected by shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. Our Articles provide that, between annual meetings of shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of directors elected at the previous annual meeting of shareholders.

Certain aspects of the composition and functioning of our Board are governed by the terms of the Investor Rights Agreement. See "Nomi-nation Rights". The nominees for election by shareholders as directors are determined by our Governance & Sustainability Committee in accordance with the provisions of applicable corporate law, the Investor Rights Agreement and the Governance & Sustainability Committee charter. See also "Governance & Sustainability Committee".

COMMITTEES OF OUR BOARD

Our Board has three committees: the Compensation & Talent Committee, the Governance & Sustainability Committee, and the Audit & Risk Committee. The information presented below on each of the three committees is presented as at the year ended December 31, 2025. After the conclusion of the Meeting the Board will review the composition of each of the committees and changes in membership will be implemented.

COMPENSATION & TALENT COMMITTEE

Our Compensation & Talent Committee is charged with reviewing, overseeing and evaluating our compensation, performance evaluation and related compensation programs. Our Compensation & Talent Committee currently comprises Peter O'Hagan, who acts as chair of the committee, Timothy Baker, Elizabeth Wademan and Blake Rhodes, all of whom are persons determined by our Board to be independent directors. As Peter O'Hagan and Timothy Baker will not be standing for re-election at the Meeting, the Board expects to reconstitute the Compensation & Talent Committee following the Meeting to reflect the composition of the Board as elected at the Meeting. The Board expects that the Compensation & Talent Committee will continue to be comprised of independent directors following its reconstitution.

Our Board believes that our Compensation & Talent Committee can conduct its activities in an objective manner.

Our Board believes that the members of the Compensation & Talent Committee individually and collectively possess the requisite knowledge, skills and experience in governance of compensation matters, including human resource management, executive compensation matters, and general business leadership, to fulfill the committee's mandate. All members of the Compensation & Talent Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and as members of the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of our Compensation & Talent Committee, including the direct experience that is relevant to each committee member's responsibilities in executive compensation, see "Director Profiles". For the director profiles of Peter O'Hagan and Tim Baker please refer to the previous year's Management Information Circular.

Our Board has adopted a written charter, which sets forth the purpose, composition, authority and responsibility of our Compensation & Talent Committee, consistent with our Corporate Governance Guidelines and our ESG Policy. A copy of our Compensation & Talent Committee charter is posted on our website. Our Compensation & Talent Committee's purpose is to assist our Board in:

• the appointment, performance evaluation and compensation of our senior management;

• overseeing talent management and succession planning systems and processes relating to our CEO and senior management;

• the recruitment, development and retention of our senior management;

• developing a compensation structure for our senior management including salaries and annual and long-term incentive plans, including plans involving share issuances and other share-based awards;

• annually reviewing and, when appropriate, establishing goals and objectives (including those related to ESG) relevant to the compensation of our senior management;

• assessing the compensation of our directors;

• periodically reviewing and, when appropriate, establishing ESG-related goals and objectives relevant to the compensation of our senior management;

• establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;

• reviewing and, if appropriate, recommending to the Board the approval of any adoption, amendment or termination of our incentive or equity-based compensation arrangements (and the aggregate number of Common Shares to be reserved for issuance thereunder), overseeing their administration and discharging any duties imposed on the committee by any such arrangements; and

• delegating to the Audit & Risk Committee the responsibility and authority to monitor, assess and manage risks related to compensation issues.

Our Board is responsible for approving the compensation of our Chief Executive Officer and, based on the recommendations of the Chief Executive Officer, the compensation of our other senior management, including the NEOs. The compensation paid to our NEOs is set forth below in the "Summary Compensation Table".

Further particulars of the process by which compensation for our executive officers will be determined is provided under "Executive Compensation".

‌GOVERNANCE & SUSTAINABILITY COMMITTEE

The Governance & Sustainability Committee comprises three directors (including the committee chair), all of whom are persons determined by our Board to be independent directors. Our Governance & Sustainability Committee currently comprises of Timothy Baker, who acts as chair of the committee, Dawn Whittaker and Geoff Burns. As Timothy Baker will not be standing for re-election at the Meeting, the Board expects to reconstitute the Governance & Sustainability Committee following the Meeting to reflect the composition of the Board as elected at the Meeting. The Board expects that the Governance & Sustainability Committee will continue to be comprised of independent directors following its reconstitution. Our Board believes that our Governance & Sustainability Committee can conduct its activities in an objective manner.

Committee Chair

Geoff Burns

Our Board believes that the members of the Governance & Sustainability Committee individually and collectively possess the requisite knowledge, skills and experience in governance, including ESG issues and general business leadership, to fulfill the committee's mandate. All members of the Governance & Sustainability Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations and as a result of membership on the boards of other publicly traded entities. For additional details regarding the relevant education and experience of each member of our Governance & Sustainability Committee, including the direct experience that is relevant to each committee member's responsibilities in governance and ESG, see ''Director Profiles''. For the Director Profile of Timothy Baker please refer to the prior year's Management Information Circular.

Our Board has adopted a written charter, which sets forth the purpose, composition, authority and responsibility of our Governance & Sustainability Committee consistent with our Corporate Governance Guidelines and our ESG Policy. A copy of our Governance & Sustainability Committee charter is posted on our website. Our Governance & Sustainability Committee's purpose is to assist our Board in:

• developing our corporate governance guidelines and principles and providing us with governance leadership;

• developing and recommending to the Board our approach to ESG issues, including any changes to the ESG Policy, and reporting to the Board on the ESG performance of our portfolio of investments;

• overseeing and approving the adoption of any ESG-related standards or initiatives;

• delegating to the Audit & Risk Committee the responsibility and authority to monitor, assess and manage risks related to environmental and social issues;

• engaging with our shareholders and other stakeholders in respect of ESG issues;

• developing and maintaining, as required, a Board succession plan, and identifying and overseeing the recruitment of candidates qualified to be nominated as members of our Board;

• monitoring compliance with the Code of Ethics and initiating investigations of reported violations thereof;

• reviewing the structure, composition and mandate of Board committees; and

• evaluating the performance and effectiveness of our Board and our Board committees.

Our Governance & Sustainability Committee takes reasonable steps to evaluate and assess, on an annual basis, the performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment addresses, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board receives and considers the recommendations of our Governance & Sustainability Committee regarding the results of these evaluations. In identifying new candidates for our Board, the Governance & Sustainability Committee considers what competencies and skills our Board, as a whole, should possess and assesses what competencies and skills each existing director possesses, considering our Board as a group, as these may ultimately determine the boardroom dynamic. Our Governance & Sustainability Committee is also responsible for orientation and continuing education programs for our directors. See "Orientation and Continuing Education".

‌AUDIT & RISK COMMITTEE

The Audit & Risk Committee is charged with assisting the Board in its oversight role with respect to the quality and integrity of financial information, the effectiveness of the Company's internal control over financial reporting, the effectiveness of the Company's risk management and compliance practices, the performance, qualifications and independence of the independent auditor, the Company's compliance with legal and regulatory requirements, oversight of related party transactions and the performance of the Company's finance functions.

Audit & Risk Committee Chair

For the year ended December 31, 2025, our Audit & Risk Committee comprised three directors (including the committee chair), all of whom are persons determined by our Board to be both independent directors and financially literate within the meaning of National Instrument 52-110 -Audit Committees (''NI 52-110''). Our Audit & Risk Committee comprises Susan Allen, who acts as chair of the committee, Blake Rhodes and Elizabeth Wademan. Each of our Audit & Risk Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. See ''Audit & Risk Committee Information" in the Company's AIF for further information on the Audit & Risk Committee.

The Audit & Risk Committee charter, which is available on our website, ensures risk management oversight is performed by the Audit & Risk Committee. The Audit & Risk Committee performs its risk management oversight through review of the Company's major financial risk exposures and making recommendations to the Board of Directors regarding the adequacy of the Company's risk management policies and procedures. Our Audit & Risk Committee's purpose is to assist our Board in:

• fulfilling the Board's oversight responsibility with respect to financial reporting, risk management, internal control over financial reporting and disclosure controls and procedures; and

• overseeing legal and regulatory compliance, related party transactions, compliance with public disclosure requirements and the annual independent audit of the Company's financial statements.

  DIRECTOR INDEPENDENCE

  Under NI 58-101, a director is independent if they are independent within the meaning of section 1.4 of NI 52-110. Pursuant to section 1.4 of NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director's independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that, of the nine directors currently on our Board, Sheldon Vanderkooy and Mark Cicirelli are not considered "independent" within the meaning of applicable securities laws and NYSE listing standards because of their respective relationships with us. Sheldon Vanderkooy is not considered to be independent by the Board as he is the Chief Executive Officer of the Company. Because the Principal Shareholder holds a majority of our outstanding shares and Mark Cicirelli is an employee of an affiliated entity of the Principal Shareholder, our Board has determined that Mark Cicirelli will not be considered to be independent. Although Patrick Merrin and Christopher McCleave were nominated by our Principal Shareholder for election as directors to our Board, our Board has determined that each of Mr. Merrin and Mr. McCleave remains "independent" within the meaning of applicable securities laws and NYSE listing standards because neither director is otherwise associated with our Principal Shareholder. See "Nomination Rights". The Chair of our Board, Dawn Whittaker, is independent within the meaning of section 1.4 of NI 52-110 and NYSE listing standards.

  ‌MEETINGS OF INDEPENDENT DIRECTORS

  Our Board believes that given its size and structure, including the fact that a majority of our directors are independent, it is able to facilitate independent judgment in carrying out its responsibilities and will continue to do so going forward. To enhance such independent judgment, the independent members of our Board held in camera meetings without members of management and the non-independent directors present, at each regularly scheduled Board meeting (six in 2025) and at every regularly scheduled committee meeting (a combined total of 11 committee meetings in 2025).

  MAJORITY VOTING

  Pursuant to the CBCA, shareholders are allowed to vote "for" or "against" (as opposed to "for" and "withhold") nominees for election to our Board. If a nominee does not receive a majority of the votes cast for their election, the nominee will not be elected and the Board position will remain open or, in the case of incumbent directors (which comprise all of the nominees for election to our Board at the Meeting), such director may continue in office until the earlier of (i) the 90th day after the election, or

  (ii) the day on which his or her successor is appointed or elected.

  NOMINATION RIGHTS

  The investor rights agreement dated May 26, 2021 and amended on November 9, 2022, between the Company and the Principal Shareholder ("Investor Rights Agreement"), provides the Principal Shareholder and its permitted affiliates with the right to nominate 33% of the Company'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 (and its permitted affiliates). The percentage of directors that may be nominated by the Principal Shareholder is:

• 33% of the Company's directors (rounded up to the next whole director) for so long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct at least 40% of our outstanding Common Shares (on a non-diluted basis);

• 30% of the Company's directors (rounded up to the next whole director) for so long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct at least 30% but less than 40% of our outstanding Common Shares (on a non-diluted basis);

• 20% of the Company's directors (rounded up to the next whole director) for so long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct at least 20% but less than 30% of our outstanding Common Shares (on a non-diluted basis);

• 10% of the Company's directors (rounded up to the next whole director) for so long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct at least 10% but less than 20% of our outstanding Common Shares (on a non-diluted basis); and

• none of the Company's directors for so long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct less than 10% of our outstanding Common Shares (on a non-diluted basis).

If a vacancy on the Board arises, then a replacement will be nominated by the Principal Shareholder (including its permitted affiliates) or the Governance & Sustainability Committee, whichever nominated the departing director, and the Board will appoint that replacement candidate as a director as soon as possible after his or her nomination.

In addition, for as long as the Principal Shareholder and its permitted affiliates, as a group, own, control or direct not less than 10% of our outstanding Common Shares (on a non-diluted basis), the Principal Shareholder and its permitted affiliates will be entitled to nominate one director to serve on each committee of the Board, other than the Audit & Risk Committee, provided that such director nominee is not an officer of the Company.

Pursuant to the Investor Rights Agreement, the Principal Shareholder has put forward three incumbent directors as nominees for election to our Board of Directors at the Meeting: Mark Cicirelli, Patrick Merrin and Christopher McCleave.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

Our Board is composed of a diverse range of individuals who represent a mix of backgrounds, experience, skills and expertise, evidencing diversity in tenure, age and gender. Accordingly, our Board has not adopted, nor does it currently consider it necessary to adopt, term limits, mandatory retirement ages or other automatic mechanisms of board renewal. Notwithstanding that the Board is not subject to term limits, the Board has undergone a steady change in its composition with the resignation and addition of new directors. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Governance & Sustainability Committee seeks to maintain the composition of our Board in a way that provides, in the judgment of our Board, the best mix of skills and experience to provide for our overall stewardship. Our Governance & Sustainability Committee also conducts a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and reports the evaluation results to our Board. See ''Diversity''.

‌MANDATE OF OUR BOARD

Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate, set forth in Appendix A, that includes the following duties and obligations:

• appointing the Chief Executive Officer;

• adopting a strategic planning process and implementing risk management policies and procedures;

• appointing, supervising, evaluating and developing senior management and succession planning;

• monitoring the adequacy and effectiveness of our system of internal controls over financial reporting and disclosure controls and procedures;

• approving certain regulatory filings; and

• adopting and periodically reviewing policies and procedures designed to (i) ensure compliance with applicable laws, (ii) ensure that our business is conducted ethically and with honesty, and (iii) permit shareholder feedback on material issues.

Our Board has adopted a written position description for the Chair, which sets out the Chair's key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and shareholder meetings, director development and communicating with our shareholders and regulators. See "Conflicts of Interest".

Our Board has adopted a written position description for each of our committee chairs, which sets out each of the committee chair's key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our Chief Executive Officer, which sets out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration; ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration; and supervising day-to-day management and communicating with our shareholders and regulators.

ORIENTATION AND CONTINUING EDUCATION

Our Board, in conjunction with the Governance & Sustainability Committee, has implemented an orientation program for new directors under which new directors meet with the Chair, members of senior management and our corporate secretary. New directors are provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. The Governance & Sustainability Committee is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and for ensuring that their knowledge and understanding of our business remain current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee's mandate.

ESG

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:

1. 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.

2. 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. The Board, in conjunction with the Governance & Sustainability Committee, has reviewed the corporate policies that relate to ESG, culminating in a Sustainability Policy being approved on February 18, 2026. Our current Sustainability Report, as well as other ESG related policies, are available on our website at https://www.tripleflagpm.com.

‌In 2025, Sustainalytics ranked Triple Flag first 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 from 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 INCLUSION

We 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 4.5% of a total current full-time workforce of 20, we continue to monitor our limited opportunities to further the diversity of the team.

‌COMPENSATION DISCUSSION AND ANALYSIS

To My Fellow Shareholders,

I am pleased to share with you our Compensation Discussion and Analysis, which explains the principles that inform our approach to executive compensation, the Board's decision-making process and the compensation decisions for 2025 for our NEOs.

2025 was a landmark year for Triple Flag, marked by exceptionally strong financial and operational achievements. Our ability to deliver sustained growth, while maintaining disciplined capital allocation and a strong balance sheet, underscores the effectiveness of our compensation philosophy and its alignment with shareholder value creation.

Alignment of executive and shareholder interests is supported by (i) clear compensation principles, (ii) a compensation program design that considers our pay risk profile and features rigorous corporate and individual performance measures, vesting provisions and ownership requirements, and (iii) a robust decision-making process which includes the Compensation & Talent Committee and full Board.

TRIPLE FLAG COMPENSATION PRINCIPLES

Four key principles underpin our compensation decisions:

1. Alignment with Shareholders: We design our programs to encourage an owner's mentality and a culture of teamwork that connects short-term performance to sustainable value creation and the longterm interests of the Company and its shareholders.

2. Pay for Performance: A significant portion of compensation is at-risk and directly linked to the achievement of strategic, financial and operational goals.

3. Attract and Retain Talent: We aim to remain competitive in attracting and retaining top industry talent, inspiring performance and ensuring leadership continuity and succession strength.

4. Balanced Approach: Our compensation structures take a multi-year perspective and are designed to promote sustainable growth and avoid excessive risk-taking.

OPERATIONAL AND FINANCIAL PERFORMANCE HIGHLIGHTS IN 2025

Triple Flag's performance in 2025 was strong, with excellent operational execution allowing us to capitalize on historically high gold and silver prices.

• Record annual revenue: $388.7 million, the highest in our history.

• Record GEOs: 113,237 GEOs sold, achieving the upper half of our guidance and marking the ninth consecutive year of record GEOs.

• Record operating cash flow per share: Reflecting the strength of our portfolio and accretive acquisitions, driving year-over-year growth in 2025 of 45% to $1.54.

• Robust capital deployment: Over $350 million invested in strategic and accretive acquisitions, including a royalty on the world-class Arthur gold project in Nevada, royalty on the Tres Quebradas lithium mine in Argentina, gold and silver streams on the Arcata and Azuca assets in Peru, an additional royalty on the Johnson Camp Mine in Arizona, and a royalty package on the Minera Florida mine in Chile.

• Strong balance sheet: Maintained a strong cash position and over

  $1 billion in available liquidity, supporting ongoing growth opportunities and resilience.

  These achievements are a testament to the dedication and expertise of our management team and employees, and they directly inform our compensation decisions.

  COMPENSATION ALIGNED TO SHAREHOLDER VALUE CREATION

  Our compensation programs are designed to support the creation of long-term shareholder value. In 2025, we continued to return capital to shareholders as part of our disciplined capital allocation strategy focused on balance sheet management, through a growing dividend and buying back 518,300 Common Shares for $9.0 million, while maintaining flexibility to pursue accretive growth opportunities.

  ‌SHORT-TERM INCENTIVE (''STI'') OUTCOMES

  1. Corporate Performance

     • Deal origination, evaluation and execution

     • Performance of existing portfolio

     • Outperform peers and benchmarks

     • Astute capital allocation

     • Perform against guidance

  2. Corporate Strength & Capability

     • Effective risk management and strong control environment

     • Active portfolio engagement and expand relationships

     • Strong and flexible balance sheet management

     • Manage portfolio sustainability profile

     • Engage in effective due diligence

  Our business is long term - decisions made in 2025 are designed to drive value and growth over the long run. We evaluate performance under our STI using multiple quantitative and qualitative assessments to ensure that the outcomes reflect progress towards our long-term growth goals and encourage and reward long-term, shareholder value-focused decisions.

  LINKING PAY AND PERFORMANCE

  Our NEO compensation outcomes are closely tied to Triple Flag's performance. Compensation at target is heavily weighted to at-risk compensation and to long-term, equity-based and performance contingent awards.

  The STI pays out based on the achievement of financial, operating and sustainability measures that are the building blocks for our strategy.

  The 2025 Long-Term Incentive (''LTI'') awards to NEOs were comprised of:

• 50% Performance Share Units (''PSUs''), which vest based on total shareholder return relative to a peer group of gold and silver producers, precious metals streaming and royalty companies and precious metals ETFs.

• 50% Restricted Share Units (''RSUs''), which vest based on time and directly track the value of our Common Shares.

A significant portion of each NEO's compensation is at-risk, with a material weighting to equity-based compensation which aligns executive compensation outcomes with our performance and shareholder experience over the longer term.

As always, we welcome your feedback on our compensation programs and disclosure.

Sincerely,

Peter O'Hagan

Compensation & Talent Committee Chair

‌REPORT ON EXECUTIVE COMPENSATION AND EQUITY OWNERSHIP

INTRODUCTION

The following discussion outlines the significant elements of the compensation program for the Company's NEOs. For fiscal 2025, our NEOs are:

Named Executive Officer Position

Mr. Sheldon Vanderkooy Chief Executive Officer

Mr. Eban Bari Chief Financial Officer

Mr. James Dendle Chief Operating Officer

Mr. C. Warren Beil Vice President & General Counsel

Mr. Fraser Cunningham Managing Director, Triple Flag International Ltd.

Joined in May 2016.

Mr. Vanderkooy is a founding member of the Triple Flag management team, with more than 25 years of experience in the mining sector. He has been an integral part of building Triple Flag's portfolio since its founding, starting with our first investment, the Cerro Lindo silver stream in 2016. Mr. Vanderkooy was key to helping deliver our successful $264 million initial public offering in 2021 in his prior role as Chief Financial Officer. Before joining Triple Flag, he was Assistant General Counsel at First Quantum Minerals Ltd. and Senior Director, Legal Affairs at Inmet Mining Corporation. Prior to joining Inmet, he was a corporate partner at Blake, Cassels & Graydon LLP (''Blakes'') in Toronto, Canada, where he acted for mining clients on a wide variety of M&A and financing transactions. Prior to starting his corporate practice, he began his legal career practicing tax law at Blakes. Mr. Vanderkooy holds a law degree from the University of Western Ontario (Gold Medalist) and a Bachelor of Commerce (Honours) from Queen's University, both in Canada. Prior to attending law school, Mr. Vanderkooy was a Chartered Accountant at Ernst & Young LLP. Mr. Vanderkooy is also a director of the World Gold Council.

The following table summarizes Mr. Vanderkooy's individual performance in 2025 and related pay outcomes:

Mr. Vanderkooy:

• Provided exceptional leadership to the Triple Flag team in first full year as CEO, resulting in Triple Flag achieving the top share price performance on the NYSE in 2025 amongst all senior and intermediate royalty and streaming peers.

• Built upon Triple Flag's track record of value-accretive capital deployment, with over $350 million deployed across multiple transactions, including our royalty on the world-class Arthur project in Nevada through the acquisition of Orogen Royalties

• Delivered record annual GEOs and achieved the upper half of 2025 guidance, representing Triple Flag's ninth consecutive year of GEOs growth.

• Delivered record operating cash flow per share, representing year-over-year growth of approximately 45% in 2025.

• Engaged directly with the investor and research analyst community to promote a strong understanding of the business, long-term strategy and near-term outlook.

• Continued to build direct deal pipeline opportunities and explore new initiatives to grow value for Triple Flag.

• Effectively managed and engaged with key stakeholders on the Company's assets to reduce portfolio risk and improve both near-term and long-term cash flow visibility.

  As a result of both his outstanding performance and Triple Flag's corporate performance in 2025, Mr. Vanderkooy was awarded an above-target short-term incentive cash award and an at-target long-term incentive award as outlined

  in the Summary Compensation Table.

  For 2026, Mr. Vanderkooy received an annual base salary increase to reflect the scope and responsibility of his role, acknowledge his continued strong performance, and help maintain his competitive position compared with our Peer Group.

  
  
  EBAN BARI, 51 Chief Financial Officer

  Joined in March 2018.

  Mr. Bari joined the Company in 2018 and has over 25 years of experience across various complex organizations. He is responsible for external financial reporting, budgeting and forecasting, tax planning and compliance, and treasury, as well as overseeing the Company's internal control environment. Prior to joining Triple Flag, he spent nine years at Barrick and served most recently as Senior Director, Financial Reporting, overseeing global reporting. His experience includes internal reporting at Loblaw Companies Ltd., followed by a controllership role at Bell Canada and an external reporting role at Manulife Financial. He holds a CPA designation in Canada as well as in the United States (Illinois). Eban earned a Bachelor of Commerce (Honours) from the University of Toronto in Canada.

  The following table summarizes Mr. Bari's individual performance in 2025 and related pay outcomes:

  2025 Individual Performance Summary of Pay Outcomes

Mr. Bari:

• Provided leadership across an expanded functional mandate and actioned numerous initiatives to streamline the organization, including human resources.

• Provided stewardship of Triple Flag's balance sheet and global cash repatriation process to enhance the liquidity position of the Company, including improvements to the terms of the credit facility at upsized terms to ensure Triple Flag has capacity to deliver on all capital allocation objectives (accretive transactions, dividends and share buybacks).

• Delivered record annual GEOs and achieved the upper half of 2025 guidance, representing Triple Flag's ninth consecutive year of GEOs growth.

• Maintained G&A cost discipline, notwithstanding inflationary pressures.

• Oversaw the Company's public filings of FS, MD&A and SOX compliance.

• Oversaw the integration of the Orogen acquisition, including foreign exchange hedging and taxation matters.

  As a result of both his outstanding performance and Triple Flag's corporate performance in 2025, Mr. Bari was awarded an above-target short-term incentive cash award and an at-target long-term incentive award as outlined in the Summary Compensation Table.

  For 2026, Mr. Bari received an annual base salary increase to reflect the scope and responsibility of his role, acknowledge his continued strong performance, and help maintain his competitive position compared with our Peer Group.

  
  
  JAMES DENDLE, 40 Chief Operating Officer

  Joined in May 2017.

  Mr. Dendle joined Triple Flag in 2017 after having advised the Company in a technical capacity since its inception. A resource geologist by training, with a multi-disciplinary technical background, Mr. Dendle heads corporate development. Prior to joining Triple Flag, he consulted for a wide range of mining companies, financial institutions and private equity groups, providing technical and financial evaluation expertise, primarily in base and precious metals, globally. Mr. Dendle holds a Bachelor of Science in Applied Geology (1st Class Honours) and a Master of Science in Mining Geology (Distinction) from the University of Exeter, Camborne School of Mines in the UK, and is a Chartered Geologist of the Geological Society of London.

  The following table summarizes Mr. Dendle's individual performance in 2025 and related pay outcomes:

  2025 Individual Performance Summary of Pay Outcomes

Mr. Dendle:

• Delivered both strategic and accretive transactions which resulted in growth of cash flow per share, net asset value per share, and attributable resources and reserves per share, including our royalty on the world-class Arthur project in Nevada through the acquisition of Orogen Royalties, a royalty on the Tres Quebradas lithium asset in Argentina, gold and silver streams on the Arcata and Azuca assets in Peru, an additional royalty on the Johnson Camp Mine copper asset in Arizona and a royalty package on the Minera Florida gold asset in Chile.

• Led comprehensive due diligence to inform both positive and negative investment decisions across multiple assets, commodities, operators and jurisdictions.

• Developed a robust and actionable deal pipeline for 2025 and beyond, consistent with Triple Flag's external growth strategy.

• Negotiated the successful resolution of a key portfolio initiative. Developed a successful approach for El Mochito, unlocking considerable future value.

• Strategically expanded the team in key due diligence and portfolio monitoring areas, strengthening capacity and adding depth while retaining culture.

• Led stakeholder engagement across the portfolio, expanding and strengthening Triple Flag's relationship, access, and insights. Developed and rolled out new AI-based tools for portfolio monitoring.

  As a result of both his outstanding performance and Triple Flag's corporate performance in 2025, Mr. Dendle has been awarded an above-target short-term incentive cash award and an at-target long-term incentive award as outlined in the Summary Compensation Table.

  For 2026, Mr. Dendle received an annual base salary increase to reflect the scope and responsibility of his role, acknowledge his continued strong performance, and help maintain his competitive position compared with our Peer Group.

  
  
  C. WARREN BEIL, 45 Vice President & General Counsel

  Joined in January 2023.

  Mr. Beil joined Triple Flag in 2023 and is a skilled corporate and securities lawyer with extensive experience in the mining and natural resource sectors. His expertise includes securities law, regulatory and stock exchange compliance, capital markets transactions, including mergers and acquisitions, public offerings, asset purchases, options and joint ventures, and stock exchange listings. Prior to joining Triple Flag, Mr. Beil served as General Counsel of Maverix Metals Inc., and prior to that was Vice President, Legal for two gold exploration companies. Mr. Beil began his career in private practice with the Vancouver office of Blake, Cassels & Graydon LLP. After leaving private practice, he served as the General Counsel to a pri-

  vate venture capital company focused on the mining and natural resource sectors. Mr. Beil holds a Juris Doctor from the University of Toronto and a Juris Doctor, with Honors, from Bond University on the Gold Coast of Australia. He is a practicing member of the Law Society of British Columbia and is a Trustee of The Foundation for Natural Resources and Energy Law, including acting as Co-Chair of the Foundation's Finance Committee.

  The following table summarizes Mr. Beil's individual performance in 2025 and related pay outcomes:

  2025 Individual Performance Summary of Pay Outcomes

Mr. Beil:

• Successfully navigated and closed numerous complex legal matters, including negotiation, execution, closing and focused attention to various post-closing matters for the strategic and accretive transactions completed in 2025.

• Provided legal support to the Corporate Development team from deal origination through due diligence, negotiation and closing of potential transactions.

• Successfully assisted with and managed ongoing portfolio monitoring to reduce risk, improve cash flow visibility and optimize value for Triple Flag's shareholders.

• Provided exceptional stewardship of governance-related matters to support strong Board and shareholder oversight of Triple Flag's strategic direction, including the implementation of its policies, programs and projects as

well as the mitigation of key risks.

As a result of both his outstanding performance and Triple Flag's corporate performance in 2025, Mr. Beil was awarded an above-target short-term incentive cash award and an at-target long-term incentive award as outlined in the Summary Compensation Table.

For 2026, Mr. Beil received an annual base salary increase to reflect the scope and responsibility of his role, acknowledge his continued strong performance, and help maintain his competitive position compared with our Peer Group.