EARLY WARNING REPORT REGARDING THE SETTLEMENT OF A PREVIOUSLY ANNOUNCED VARIABLE PRICE FORWARD SALE TRANSACTION AND THE ENTRY INTO A MARGIN LOAN AGREEMENT AND A NEW VARIABLE PRICE FORWARD SALE TRANSACTION INVOLVING SHARES OF TRIPLE FLAG PRECIOUS METALS CORP. BY ELLIOTT INVESTMENT MANAGEMENT L.P.
TORONTO, March 31, 2026 /CNW/ -
Item 1 - Security and Reporting Issuer
This press release relates to common shares (the "Shares") of Triple Flag Precious Metals Corp. (the "Issuer").
The Issuer's address is:
Triple Flag Precious Metals Corp.
TD Canada Trust Tower
161 Bay Street, Suite 4535
Toronto, ON M5J 2S1
Item 2 - Identity of the Acquiror
This press release is filed on behalf of Elliott Investment Management L.P. ("Elliott Investment Management"), the investment manager of Elliott Associates, L.P. ("Elliott Associates") and Elliott International, L.P. ("Elliott International"). A majority of the limited partnership interests of Elliott International are held by Elliott International Limited ("EIL"). Elliott Investment Management directly or indirectly has direction and control over all of the Shares held by the Acquiror (as defined below).
This press release is also filed on behalf of European Investments Holding Company S.à r.l. ("EIHC"), the sole shareholder of Triple Flag Mining Aggregator S.à r.l. ("TFM Aggregator"). EIHC is majority-owned by Elliott International, and directly or indirectly has beneficial ownership of all of the Shares held by TFM Aggregator.
Elliott Investment Management, Elliott International, EIL, Elliott Associates, EIHC, and TFM Aggregator are collectively referred to as the "Acquiror".
The address of the Acquiror is as follows:
c/o Elliott Investment Management L.P.
360 S. Rosemary Ave. 18th floor
West Palm Beach, FL
33401 USA
Amendment to the Confirmation; Settlement of Confirmation
As previously disclosed in the Original Report, the Acquiror entered into a confirmation in respect of a variable price forward sale transaction (the "Confirmation") between TFM Aggregator and Goldman Sachs International ("GSI"), an affiliate of Goldman Sachs & Co. LLC ("GS&Co.") and GS&Co., as custodian, covering up to 2,772,500 Shares.
Immediately prior to the settlement of the Confirmation, TFM Aggregator entered into an amendment to the Confirmation with GSI and GS&Co., pursuant to which the definition of "Applicable Number of Shares" was amended as set forth therein (the "Confirmation Amendment No. 1"). Except as expressly amended, the Confirmation remained in full force and effect. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, Confirmation Amendment No. 1, which is attached as an exhibit to the early warning report filed in connection with the above transaction.
Thereafter, on March 31, 2026, the Confirmation settled in accordance with its terms, as amended, and TFM Aggregator sold and delivered to GSI 567,512 Shares constituting the Applicable Number of Shares under the Confirmation, as amended, at a price of US$35.88 per Share or an aggregate purchase price of US$20,362,330.56 (the "Confirmation Settlement").
March 2026 Confirmation
On March 31, 2026, the Acquiror entered into a master confirmation and supplemental confirmations in respect of a variable price forward sale transaction (the "March 2026 Confirmation") among TFM Aggregator, GSI, and GS&Co., as custodian, covering up to 3,880,000 Shares in the aggregate (the "Confirmation Shares"). The March 2026 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 March 2026 Confirmation, the form of which is attached as an exhibit to the early warning report in connection with the above transaction. The Acquiror 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.
Margin Loan Agreement
Elliott Investment Management typically finances public equity positions for portfolio management purposes but has not financed the Shares to date. Elliott Investment Management has decided to enter into a customary financing arrangement for the Shares. Elliott Investment Management, in its capacity as investment manager on behalf of Elliott International and Elliott Associates, as applicable, entered into (i) a Margin Loan Agreement (the "Elliott International Margin Loan Agreement") and a Pledge and Security Agreement (the "Elliott International Pledge Agreement"), each dated March 31, 2026, with Elliott International, as borrower, TFM Aggregator, as pledgor ("Pledgor"), JPMorgan Chase Bank, N.A., as lender, administrative agent and calculation agent ("JPM"), and the other lenders identified therein (collectively, the "Lenders") and (ii) a separate Margin Loan Agreement (the "Elliott Associates Margin Loan Agreement") and a separate Pledge and Security Agreement (the "Elliott Associates Pledge Agreement"), each dated March 31, 2026, with Elliott Associates, as borrower, Pledgor, JPM and the Lenders. The Elliott International Margin Loan Agreement and the Elliott Associates Margin Loan Agreement are referred to collectively as the "Margin Loan Agreements," and the Elliott International Pledge Agreement and the Elliott Associates Pledge Agreement are referred to collectively as the "Pledge Agreements."
Pursuant to the Margin Loan Agreements, (i) Elliott International borrowed an aggregate principal amount of US$204 million secured by a first priority security interest in and lien on an aggregate of 15,558,267 Shares (the "Elliott International Pledged Securities") and (ii) Elliott Associates borrowed an aggregate principal amount of US$96 million secured by a first priority security interest in and lien on aggregate of 7,321,538 Shares (the "Elliott Associates Pledged Securities" and, together with the Elliott International Pledged Securities, the "Pledged Securities"). Elliot International and Elliott Associates may be required to post additional collateral in certain circumstances The facilities will mature on March 31, 2027.
If either Elliott International or Elliott Associates defaults on its obligations under the applicable Margin Loan Agreement or applicable Pledge Agreement, subject to certain applicable cure periods and notice requirements, the Lenders can declare all amounts outstanding under the applicable Margin Loan Agreement, together with accrued interest, to be immediately due and payable, and if the applicable borrower is unable to pay such amounts, the Lenders may foreclose on, and dispose of, the Pledged Securities in accordance with the applicable Margin Loan Agreement and the applicable Pledge Agreement. Upon the occurrence of certain specified events, the Lenders may require the applicable borrower to prepay all or a portion of the outstanding advances and/or post additional collateral, and may exercise remedies with respect to the Pledged Securities as provided in the Margin Loan Agreements and the Pledge Agreements.
In addition, in connection with each of the Margin Loan Agreements, the Pledgor entered into a separate Limited Recourse Guarantee Agreement (collectively, the "Guarantees") under each of the Elliott International Margin Loan Agreement and the Elliott Margin Loan Agreement, each dated March 31, 2026, in favor of JPM, as administrative agent for the Lenders, pursuant to which the Pledgor guaranteed the obligations of Elliott International and Elliott Associates, respectively, under the applicable margin loan documentation. Each Guarantee is a continuing guarantee of payment and not of collection, but recourse thereunder is limited solely to the collateral, and neither JPM nor any Lender has any other recourse to the Pledgor or its other assets thereunder. Each Guarantee is also subject to certain customary Luxembourg law limitations on the maximum liability of the guarantor. The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the Guarantees, which are attached as exhibits to the early warning report filed in connection with the above transaction.
All voting rights with respect to the Pledged Securities will remain with the Pledgor at all times prior to the enforcement by a Lender upon an event of default under the Margin Loan Agreements and (except following a bankruptcy event of default) delivery of an event of default notice by the Lender. Any dividends or other distributions on the Pledged Securities are required to be paid into the collateral accounts (or, if non-cash property, delivered to the Lenders) and are pledged as additional collateral, in each case subject to the terms of the Margin Loan Agreements and the Pledge Agreements.
Item 3 -Interest in Securities of the Reporting Issuer
Pursuant to the Confirmation Settlement, the Acquiror disposed of 567,512 Shares. After the Confirmation Settlement, the Acquiror beneficially owns, and has control and direction over, 133,248,215 Shares.
Based upon 206,603,912 Shares outstanding as of March 25, 2026 as disclosed in the Issuer's Annual Information Form for the period ended December 31, 2025, immediately after the Settlement, the Shares held by the Acquiror represent approximately 64.5% of the Issuer's issued and outstanding Shares. This represents a decrease of approximately 0.3% from the Acquiror's securityholding percentage of the Shares disclosed in the Original Report.
Pursuant to the terms of the March 2026 Confirmation, upon settlement of the Confirmation, the Acquiror will dispose of up to 3,880,000 Shares, representing approximately 1.8% of the Issuer's issued and outstanding Shares.
The Acquiror disposed ownership of, and control and direction over, Shares pursuant to the Confirmation Settlement.
The Acquiror did not acquire or dispose ownership of, or control or direction over, Shares pursuant to the Margin Loan Agreements, Pledge Agreements or March 2026 Confirmation.
Item 4 - Consideration Paid
See item 2.
Item 5 - Purpose of the Transaction
See item 2.
As of the date of this press release, the Acquiror does not have any specific current plan or future intention to acquire or dispose of securities of the Issuer, except as disclosed above. The Acquiror may or may not purchase or sell securities of the Issuer in the future on the open market or in private transactions in the ordinary course, and may or may not adopt an automatic trading plan for such purpose, depending on market conditions and other factors material to the Acquiror's investment decision.
As of the date of this Current Report, the Acquiror does not have any specific current plan or future intention to participate in a transaction or other material change relating to the Issuer, but may decide to do so in the event that a firm proposal for a transaction or other material change is advanced by the Issuer, or any other party, on terms satisfactory to the Acquiror.
Item 8 - Exemption
Not applicable.
SOURCE Elliott Investment Management L.P.

For further details or to obtain a copy of the early warning report filed in connection with the above, please visit www.sedarplus.com or contact: ELLIOTT MANAGEMENT CORPORATION, Jeffrey Blum, Tel: (212) 974-6000, Email: [email protected]
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