Amendment: SEC Form SCHEDULE 13D/A filed by Triple Flag Precious Metals Corp.
$TFPM
Precious Metals
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Triple Flag Precious Metals Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
89679M104 (CUSIP Number) |
Legal Department Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor West Palm Beach, FL, 33401 212-974-6000 Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 89679M104 |
| 1 |
Name of reporting person
Elliott Investment Management L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
133,815,727.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
64.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Triple Flag Precious Metals Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
TD CANADA TRUST TOWER, 161 BAY STREET, SUITE 4535, TORONTO,
ONTARIO, CANADA
, M5J 2S1. | |
Item 1 Comment:
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on March 21, 2023 (as amended, the "Schedule 13D"). This Amendment No. 1 amends and restates Items 5(a)-(c) and supplements Items 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 6 of this Amendment No. 1, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Amendment No. 1 for the aggregate number of Common Shares and percentage of the Common Shares beneficially owned by the Reporting Person. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Person is based upon 206,561,506 Common Shares outstanding as November 4, 2025, as disclosed in Management's Discussion and Analysis of the Issuer's Financial Condition and Financial Performance for the period ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of Common Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | The Reporting Person has not effected any transactions with respect to the Issuer's Common Shares during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Confirmation
On December 31, 2025, the Reporting Person entered into a confirmation in respect of a variable price forward sale transaction (the "Confirmation") among TFM Aggregator, Goldman Sachs International ("GSI"), an affiliate of Goldman Sachs & Co. LLC ("GS&Co."), and GS&Co., as custodian, covering up to 2,772,500 Common Shares (the "Shares"). The Confirmation provides for settlement based on the formula agreed to by the parties over a calculation period of up to three months, subject to specified rights retained by TFM Aggregator and GSI's right to earlier termination or settlement in specified circumstances. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the Confirmation, the form of which is filed as Exhibit 99.3 hereto. The Reporting Person intends for TFM Aggregator to remain a significant shareholder of the Issuer and continues to have great confidence in the Issuer's leadership, quality of its assets and strategic direction. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3 Form of Confirmation, by and among Triple Flag Mining Aggregator S a r.l, Goldman Sachs International and Goldman Sachs & Co. LLC. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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