Maverix Receives Court Approval For Arrangement With Triple Flag Precious Metals Corp; Triple Flag Will Acquire All Of The Issued And Outstanding Shares Of Maverix For The Consideration Of Either $3.92 In Cash Or 0.360 Of A Common Share Of TFPM
Maverix Metals Inc. ("Maverix" or the "Company") (NYSE American; MMX) (TSX:MMX) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted a final order approving the previously announced acquisition of Maverix by Triple Flag Precious Metals Corp. ("Triple Flag") by way of plan of arrangement in accordance with the Canada Business Corporations Act (the "Arrangement"). Pursuant to the terms of the Arrangement, Triple Flag will acquire all of the issued and outstanding shares of Maverix for the consideration of either US$3.92 in cash or 0.360 of a common share of Triple Flag per Maverix share held (the "Consideration").
Maverix shareholders were entitled to make an election for their form of consideration by the election deadline of 5:00 p.m. (Toronto time) on January 11, 2023 (the "Election Deadline"). The shareholder election in respect of the Consideration is subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who did not elect to receive either all Triple Flag shares or all cash by the Election Deadline are deemed to have elected the default consideration of 0.360 of a Triple Flag share per Maverix share held. As previously reported, a total of 38,309,854 shares will be tendered for cash consideration, representing approximately 26% of the total issued and outstanding shares of Maverix, and a total of 7,323,240 shares will be tendered for share consideration, which combined with 101,746,260 common shares that did not make election and defaulted to being tendered for share consideration, represents approximately 74% of the total issued and outstanding shares of Maverix.
Subject to the satisfaction or waiver of the remaining conditions to closing contained in the arrangement agreement dated November 9, 2022 between Maverix and Triple Flag, the Arrangement is expected to be effected on or about January 19, 2023.
Following completion of the Arrangement, Maverix expects to delist its common shares from the Toronto Stock Exchange and the New York Stock Exchange. Maverix will also apply to the Canadian securities regulators to cease to be a reporting issuer in the applicable jurisdictions following the completion of the Arrangement.