Triple Flag Precious Metals Corp.
Headnote
National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) -- relief from requirement to file technical reports granted to issuer having royalty interests or stream interests -- Filer to become a reporting issuer pursuant to a proposed initial public offering -- relevant technical disclosure for royalty interests or stream interests previously disclosed by operators or owners of the mineral projects.
Applicable Legislative Provisions
National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.1(1) and 9.1(1).
May 19, 2021
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF TRIPLE FLAG PRECIOUS METALS CORP. (the Filer)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer be exempted from the requirement in subsection 4.1(1) of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) to file a technical report, upon the Filer becoming a reporting issuer, for each mineral property material to the Filer, in the circumstances described below (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, the Yukon, the Northwest Territories and Nunavut (the Non-Principal Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. the Filer is a corporation existing under the laws of Canada, with a head office in Toronto, Ontario;
2. the Filer is not a reporting issuer under the Legislation or applicable securities legislation in any Non-Principal Jurisdiction;
3. the Filer is not in default of the requirements of applicable securities legislation in the Jurisdiction or any Non-Principal Jurisdiction;
4. the Filer, at the time of the filing of the Final Prospectus (as defined below), will hold through a wholly-owned subsidiary, Triple Flag International Ltd. (TF International), among other assets, stream interests in the Northparkes Joint Venture's (Northparkes) Northparkes copper-gold mine, Nexa Resources S.A.'s (Nexa) Cerro Lindo mine and Royal Bafokeng Platinum Limited's (RBPlat) PGM mine;
5. the Filer, at the time of the filing of the Final Prospectus, will hold through an indirect wholly-owned subsidiary, TF Australia Holdings Ltd., among other assets, a royalty interest in Kirkland Lake Gold Ltd.'s (Kirkland Lake) Fosterville mine;
6. under subsection 4.2(1) of NI 43-101, an issuer is required to file a technical report that relates to a mineral project on a property material to the issuer upon the issuer filing certain documents, including a preliminary prospectus;
7. the definition of mineral project under section 1.1 of NI 43-101 includes a royalty interest or similar interest;
8. under subsection 4.1(1) of NI 43-101, an issuer is required to file a technical report for a mineral property material to the issuer upon becoming a reporting issuer in a jurisdiction of Canada;
9. the Filer obtained a decision dated October 22, 2019 from the Ontario Securities Commission (the Prior Decision) providing for exemptive relief comparable to the Exemption Sought with respect to its material properties. The Prior Decision was issued in connection with a preliminary prospectus for a proposed initial public offering in 2019 which was subsequently withdrawn. The Prior Decision will not be relied upon in connection with the IPO (as defined below) or otherwise;
10. the Filer will become a reporting issuer under the Legislation and the applicable securities legislation in the Non-Principal Jurisdictions following the filing of, and obtaining a receipt for, a (final) base PREP prospectus (the Final Prospectus) in connection with a proposed initial public offering (IPO). The Filer filed, and received a receipt for, a preliminary base PREP prospectus (the Preliminary Prospectus) in connection with the IPO on May 10, 2021;
11. the Filer's stream interests in the Northparkes, Cerro Lindo and PGM properties and royalty interest in the Fosterville property make those properties material to the Filer;
12. the Filer made scientific and technical disclosure regarding the Northparkes, Cerro Lindo, PGM and Fosterville properties in the Preliminary Prospectus and will make such disclosure in the Final Prospectus;
13. the Filer is not the owner or operator of the Northparkes property, the Cerro Lindo property, the PGM property or the Fosterville property;
14. according to the public disclosure record of China Molybdenum Co., Ltd. (CMOC), (i) the Northparkes property is operated by CMOC, whose securities trade on the Hong Kong Stock Exchange (a specified exchange under NI 43-101) (HKSE), and (ii) CMOC would be a "producing issuer" for purposes of NI 43-101 based on its gross revenue derived from mining operations for the year ended December 31, 2020, as reflected in its audited financial statements for that period. CMOC is not a reporting issuer in any jurisdiction of Canada;
15. CMOC discloses mineral resources and mineral reserves prepared in accordance with the guidelines and principles of the JORC Code. CMOC discloses information required by the listing rules of the HKSE on the HKSE website at https://www.hkexnews.hk/. The scientific and technical information material to the Filer in respect of the Northparkes property is available on the Northparkes website at www.northparkes.com under the heading "Northparkes Mining and Technical Information";
16. according to the public disclosure record of Nexa, the Cerro Lindo property is owned and operated directly or indirectly by Nexa, which is a reporting issuer in all of the provinces and territories of Canada;
17. a technical report for the Cerro Lindo property entitled Technical Report on the Cerro Lindo Mine, Department of Ica, Peru (the Cerro Lindo Report) was filed by Nexa on March 22, 2021. The Cerro Lindo Report is available on SEDAR under Nexa's profile at www.sedar.com. According to the public disclosure record of Nexa, the Cerro Lindo Report was prepared in accordance with NI 43-101;
18. according to the public disclosure record of RBPlat, (i) the PGM properties are owned and operated directly or indirectly by RBPlat, whose securities trade on the Johannesburg Stock Exchange (the JSX) (a specified exchange under NI 43-101), and (ii) RBPlat would be a "producing issuer" for purposes of NI 43-101 based on its gross revenue derived from mining operations for the year ended December 31, 2020, as reflected in its audited financial statements for that period. RBPlat is not a reporting issuer in any jurisdiction of Canada;
19. RBPlat discloses mineral resources and mineral reserves in accordance with the guidelines and principles of the SAMREC Code and in accordance with the requirements of the JSX and applicable corporate laws. A mineral resources and mineral reserves statement in respect of the PGM properties entitled Mineral Resources and Mineral Reserves Statement 2020 is available on RBPlat's website at bafokengplatinum.co.za;
20. according to the public disclosure record of Kirkland Lake, the Fosterville property is owned and operated directly or indirectly by Kirkland Lake, which is a reporting issuer in each of the provinces of Canada other than Quebec;
21. a technical report for the Fosterville property entitled Updated NI 43-101 Technical Report, Fosterville Gold Mine in the State of Victoria, Australia (the Fosterville Report) was filed by Kirkland Lake on April 1, 2019. The Fosterville Report is available on SEDAR under Kirkland Lake's profile at www.sedar.com. According to the public disclosure record of Kirkland Lake, the Fosterville Report was prepared in accordance with NI 43-101;
22. the Filer will identify in any document that it files under subsection 4.2(1) of NI 43-101 the source of the scientific and technical information it discloses on the Northparkes, Cerro Lindo, PGM and Fosterville properties; and
23. to the best of the Filer's knowledge, information and belief, the current or predecessor owners or operators of the Northparkes, Cerro Lindo, PGM and Fosterville properties have disclosed the scientific and technical information that is material to the Filer.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted.