| Ticker | Status | Jurisdiction | Filing Date | CP Start | CP End | CP Loss | Deadline |
|---|
| Ticker | Case Name | Status | CP Start | CP End | Deadline | Settlement Amt |
|---|
| Ticker | Name | Date | Analyst Firm | Up/Down | Target ($) | Rating Change | Rating Current |
|---|
Maverix Metals Inc. ("Maverix" or the "Company") (NYSE:MMX) (TSX:MMX) is pleased to announce the voting results from its special meeting of shareholders conducted today (the "Meeting").
At the Meeting the resolution approving the acquisition of Maverix by Triple Flag Precious Metals Corp. ("Triple Flag") by way of plan of arrangement under the Canada Business Corporations Act (the "Arrangement") was approved by 98.378% of the votes cast by shareholders present (virtually) or represented by proxy and entitled to vote at the Meeting and by 98.336% of the votes cast by shareholders present (virtually) or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by certain persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Votes at the Meeting were taken by poll online, and proxies were received by Maverix prior to the Meeting.
Mr. Geoff Burns, Chair of the Board commented, "I would like to personally thank all of our shareholders for their support of Maverix, and in particular their overwhelming support of the transaction with Triple Flag. I would especially like to acknowledge our long term strategic shareholders, Newmont, Pan American Silver, and Kinross for the trust they placed in us. Lastly, I am truly excited by the bright future that lies ahead for Triple Flag, with the Maverix portfolio now added into its already growing and diversified asset base."
Maverix also reports that the Canadian Competition Bureau has issued a "no action" letter clearing the Arrangement under Canadian competition law. As well, the waiting period in respect of Maverix's filing under the U.S. Hart-Scott-Rodino Antitrust Act Improvements Act of 1976, as amended, has expired.
Maverix is also pleased to report the results of the election shareholders have made for their consideration under the Arrangement. Under the Arrangement, shareholders of Maverix were able to elect to receive either US$3.92 in cash or 0.360 of a common share of Triple Flag per Maverix share held. In both cases the consideration was 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 that did not make an election by the extended election deadline of January 11, 2023 were deemed to have elected the default consideration of 0.360 of a Triple Flag share per Maverix share held. 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.
The completion of the Arrangement is subject to final approval of the Arrangement by the Ontario Superior Court of Justice (Commercial List) and the satisfaction or waiver of the other customary conditions to completion of the Arrangement. Further to Maverix's press release of January 6, 2023, the deadline to elect consideration under the Arrangement expired on January 11, 2023. Maverix and Triple Flag are working towards an expeditious closing of the Arrangement slated to occur prior to the end of January. Following the closing, Shareholders will receive their elected form of consideration, subject to applicable proration.
Following the completion of the Arrangement, Maverix expects to delist its common shares (the "Shares") from the Toronto Stock Exchange ("TSX") and the NYSE American. Maverix will also apply to the Canadian securities regulators for it to cease to be a reporting issuer in the applicable jurisdictions following completion of the Arrangement and intends to deregister the Shares under Section 12 of the U.S. Securities Exchange Act of 1934, as amended.
Details regarding the terms and conditions of the Arrangement are set out in Maverix's management information circular filed and mailed to shareholders, which, together with definitive documentation, including a copy of the letter of transmittal and election form for registered shareholders, is available under Maverix's profile at www.sedar.com.
