Triple Flag Precious Metals Corp. (with its subsidiaries,
“Triple Flag” or the “Company”) (TSX:TFPM, NYSE:TFPM) announced
today that the Toronto Stock Exchange (the “TSX”) has accepted the
notice filed by Triple Flag to renew its normal course issuer bid
(the “NCIB”).
Under the NCIB, Triple Flag is authorized to purchase up to
10,071,642 of its common shares (the “Common Shares”) (out of the
201,432,843 Common Shares issued and outstanding as at November 1,
2024), representing 5% of Triple Flag’s issued and outstanding
Common Shares, during the period starting on November 15, 2024 and
ending on November 14, 2025.
In deciding to establish the NCIB, Triple Flag believes that the
purchase of Common Shares from time to time can be undertaken at
prices that make the acquisition of such Common Shares an
appropriate use of Triple Flag’s available funds and an appropriate
mechanism for returning capital to its shareholders.
Triple Flag may make any purchases through the facilities of the
TSX, the New York Stock Exchange (the “NYSE”) and alternative
trading systems, if eligible, or by such other means as may be
permitted by the TSX, the NYSE or under applicable law by a
registered investment dealer (or an affiliate of the dealer),
including private agreement purchases or share purchase program
agreement purchases if Triple Flag receives, if applicable, an
issuer bid exemption order in the future from applicable securities
regulatory authorities in Canada for such purchases. Daily
repurchases on the TSX will be limited to a maximum of 39,117
Common Shares, representing 25% of the average daily trading volume
on the TSX of 156,469 Common Shares for the period from May 1,
2024, to October 31, 2024 (net of repurchases made by Triple Flag
during that time period), except where purchases are made in
accordance with the “block purchase exception” of the TSX rules.
Rule 10b-18 of the United States Securities Exchange Act of 1934
contains similar volume-based restrictions on daily purchases on
the NYSE, subject to certain exceptions for block repurchases. All
Common Shares that are repurchased by Triple Flag under the NCIB
will be cancelled.
Purchase and payment for the Common Shares will be made by
Triple Flag in accordance with the requirements of the TSX and
applicable Canadian and United States securities laws. The price
that Triple Flag will pay for the Common Shares in open market
transactions acquired by it will be the market price of the Common
Shares at the time of acquisition or such other price as may be
permitted by the TSX. Any private agreement purchases made under an
exemption order, if applicable, may be at a discount to the
prevailing market price.
Triple Flag has also entered into an automatic share purchase
plan (the “ASPP”) with the designated broker responsible for the
NCIB to allow for the purchase of Common Shares under the NCIB at
times when Triple Flag would ordinarily not be permitted to
purchase its Common Shares due to regulatory restrictions and
customary self-imposed blackout periods.
Pursuant to the ASPP, prior to entering into a blackout period,
Triple Flag may, but is not required to, instruct the designated
broker to make purchases under the NCIB in accordance with the
terms of the ASPP. Such purchases will be determined by the
designated broker in its sole discretion based on parameters
established by Triple Flag prior to the blackout period in
accordance with the rules of the TSX, the NYSE, applicable
securities laws and the terms of the ASPP. The ASPP has been
pre-cleared by the TSX and will be implemented effective January 1,
2025.
Outside of the pre-determined blackout periods, Common Shares
may be purchased under the NCIB based on the discretion of Triple
Flag’s management, in compliance with the rules of the TSX, the
NYSE and applicable securities laws. All repurchases made under the
ASPP will be included in computing the number of Common Shares
purchased under the NCIB.
Although Triple Flag has a present intention to acquire its
Common Shares pursuant to the NCIB, Triple Flag will not be
obligated to make any purchases and purchases may be suspended by
Triple Flag at any time. Decisions regarding any future repurchases
will depend on certain factors, such as market conditions, share
price and other opportunities to invest capital for growth. Triple
Flag may elect to suspend or discontinue share repurchases at any
time, in accordance with applicable laws.
For its NCIB that began on November 15, 2023, and expires on
November 14, 2024, Triple Flag previously sought and received
approval from the TSX to repurchase up to 10,078,488 of its Common
Shares. Of this amount, Triple Flag has repurchased a total of
582,800 Common Shares, consisting of 575,500 Common Shares
purchased through the facilities of the TSX for a total cost of
approximately C$10.5 million (representing an average cost of
C$18.27 per Common Share) and 7,300 Common Shares purchased through
the facilities of the NYSE for a total cost of approximately
US$98,623 (representing an average cost of US$13.51 per Common
Share). Triple Flag repurchased the Common Shares through the
facilities of the TSX, the NYSE and alternative trading
systems.
About Triple Flag Precious Metals
Triple Flag is a pure play, precious-metals‐focused streaming
and royalty company. We offer bespoke financing solutions to the
metals and mining industry with exposure primarily to gold and
silver in the Americas and Australia, with a total of 235 assets,
including 16 streams and 219 royalties. These investments are tied
to mining assets at various stages of the mine life cycle,
including 30 producing mines and 205 development and exploration
stage projects, and other assets. Triple Flag is listed on the
Toronto Stock Exchange and New York Stock Exchange, under the
ticker “TFPM”.
Forward-Looking Information
This news release contains “forward-looking information” within
the meaning of applicable Canadian securities laws and
“forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995,
respectively (collectively referred to herein as “forward-looking
information”). Forward-looking information may be identified by the
use of forward-looking terminology such as “plans”, “targets”,
“expects”, “is expected”, “budget”, “scheduled”, “estimates”,
“outlook”, “forecasts”, “projection”, “prospects”, “strategy”,
“intends”, “anticipates”, “believes” or variations of such words
and phrases or terminology which states that certain actions,
events or results “may”, “could”, “would”, “might”, “will”, “will
be taken”, “occur” or “be achieved”. Forward-looking information in
this news release includes, but is not limited to, statements with
respect to repurchases of our common shares. In addition, any
statements that refer to expectations, intentions, projections or
other characterizations of future events or circumstances contain
forward-looking information. Statements containing forward-looking
information are not historical facts but instead represent
management’s expectations, estimates and projections regarding
possible future events or circumstances.
The forward-looking information included in this news release is
based on our opinions, estimates and assumptions considering our
experience and perception of historical trends, current conditions
and expected future developments, as well as other factors that we
currently believe are appropriate and reasonable in the
circumstances. The forward-looking information contained in this
news release is also based upon a number of assumptions, including
the ongoing operation of the properties in which we hold a stream
or royalty interest by the owners or operators of such properties
in a manner consistent with past practice; the accuracy of public
statements and disclosures made by the owners or operators of such
underlying properties; and the accuracy of publicly disclosed
expectations for the development of underlying properties that are
not yet in production. These assumptions include, but are not
limited to, the following: assumptions in respect of current and
future market conditions and the execution of our business
strategies, that operations, or ramp-up where applicable, at
properties in which we hold a royalty, stream or other interest,
continue without further interruption through the period, and the
absence of any other factors that could cause actions, events or
results to differ from those anticipated, estimated, intended or
implied. Despite a careful process to prepare and review the
forward-looking information, there can be no assurance that the
underlying opinions, estimates and assumptions will prove to be
correct. Forward-looking information is also subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information. Such risks, uncertainties and other
factors include, but are not limited to, those set forth under the
caption “Risk Factors” in our most recently filed annual
information form, which is available on SEDAR+ at www.sedarplus.ca
and on EDGAR at www.sec.gov. In addition, we note that mineral
resources that are not mineral reserves do not have demonstrated
economic viability and inferred resources are considered too
geologically speculative for the application of economic
considerations.
Although we have attempted to identify important risk factors
that could cause actual results or future events to differ
materially from those contained in the forward-looking information,
there may be other risk factors not presently known to us or that
we presently believe are not material that could also cause actual
results or future events to differ materially from those expressed
in such forward-looking information. There can be no assurance that
such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information, which speaks only as of
the date made. The forward-looking information contained in this
news release represents our expectations as of the date of this
news release and is subject to change after such date. We disclaim
any intention or obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required by applicable
securities laws. All of the forward-looking information contained
in this news release is expressly qualified by the foregoing
cautionary statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20241113055043/en/
Investor Relations: David Lee Vice President, Investor
Relations Tel: +1 (416) 304-9770 Email: ir@tripleflagpm.com
Media: Gordon Poole, Camarco Tel: +44 (0) 7730 567 938
Email: tripleflag@camarco.co.uk
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