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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).
October 22, 2019
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).
Furthermore, the principal regulator in the Jurisdiction has received a request from the Filer for a decision (Confidentiality Sought) that the application and this decision document (the Confidential Material) be kept confidential and not be made public until the earlier of: (i) the date on which the Filer advises the principal regulator that there is no need for the Confidential Material to remain confidential; (ii) the date on which the Filer receives a receipt in respect of the Preliminary Prospectus (as defined below); and (iii) the date that is 90 days from the date of this decision.
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 Mining Finance Bermuda Ltd. (TF Bermuda), among other assets, stream interests in Nexa Resources S.A.'s (Nexa) Cerro Lindo mine, Continental Gold Inc.'s (Continental) Buriticá project and Royal Bafokeng Platinum Limited's (Royal Bafokeng) PGM mine (which stream transaction remains subject to certain closing conditions);
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. (Australia Holdings), 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 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 prospectus (the Final Prospectus) in connection with a proposed initial public offering (IPO). The Filer proposes to file a preliminary prospectus for the IPO on or about October 24, 2019 (the Preliminary Prospectus);
10. the Filer anticipates that the stream interests in the Cerro Lindo and Buriticá properties and the royalty interest in the Fosterville property will make those properties material to the Filer;
11. the Filer anticipates that, following the completion of the stream transaction, the stream interest in the Royal Bafokeng PGM properties will also be material to the Filer;
12. the Filer will make scientific and technical disclosure regarding the Cerro Lindo, Royal Bafokeng PGM, Buriticá and Fosterville properties in the Preliminary Prospectus and the Final Prospectus;
13. the Filer is not the owner or operator of the Cerro Lindo property, the Royal Bafokeng PGM properties, the Buriticá property or the Fosterville property;
14. 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;
15. a technical report for the Cerro Lindo property entitled Cerro Lindo Polymetallic Mine, Chavin District, Chincha Province, Peru, NI 43-101 Technical Report on Operations (the Cerro Lindo Report) was filed by Nexa on September 21, 2017. 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;
16. according to the public disclosure record of Royal Bafokeng, (i) the Royal Bafokeng PGM properties are owned and operated directly or indirectly by Royal Bafokeng, whose securities trade on the Johannesburg Stock Exchange (the JSX) (a specified exchange under NI 43-101), and (ii) Royal Bafokeng 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, 2018, as reflected in its audited financial statements for that period. Royal Bafokeng is not a reporting issuer in any jurisdiction of Canada;
17. Royal Bafokeng 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 Royal Bafokeng PGM properties entitled Mineral Resources and Mineral Reserves Statement 2018 and dated April 29, 2019 is available on Royal Bafokeng's website at bafokengplatinum.co.za;
18. according to the public disclosure record of Continental, the Buriticá property is owned and operated directly or indirectly by Continental, which is a reporting issuer in each of the provinces of Canada other than Quebec;
19. a technical report for the Buriticá property entitled NI 43-101 Buriticá Mineral Resource 2019-01, Antioquia, Colombia (the Buriticá Report) was filed by Continental on March 18, 2019. The Buriticá Report is available on SEDAR under Continental's profile at www.sedar.com. According to the public disclosure record of Continental, the Buriticá Report was prepared in accordance with NI 43-101;
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 Cerro Lindo, Royal Bafokeng PGM, Buriticá 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 Cerro Lindo, Royal Bafokeng PGM, Buriticá 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.
Furthermore, the decision of the principal regulator is that the Confidentiality Sought is granted.
"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission