Triple Flag Precious Metals Corp. (TFPM) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Triple Flag Precious Metals Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtained all required consent for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Dawn Whittaker.

Thank you. Good morning, and welcome to the Annual General Meeting of Triple Flag Precious Metals Corp. I'm Dawn Whittaker, Director of the company and Chair of the Board of Directors. We look forward to this meeting and the opportunity it provides to speak to our shareholders. Joining me this morning via webcast are Sheldon Vanderkooy, our Chief Executive Officer; Eban Bari, our Chief Financial Officer; James Dendle, our Chief Operating Officer; Katy Board, our VP, Talent and ESG; Warren Beil, our Vice President and General Counsel; David Lee, our Vice President, Investor Relations; and Andrew McLarty, our Vice President, Corporate Development. The nominee directors, auditors and other members of Triple Flag management team are also attending remotely, either by teleconference or webcast. I would now like to call to order this Annual Meeting of Shareholders of Triple Flag Precious Metals Corp. I'll begin today's meeting by outlining how voting and questions will be addressed in this virtual format. The majority of shareholders have submitted their proxies or voting instructions in advance of the meeting. Voting during today's meeting will be conducted through this online platform. When we're ready to table an item of business for a vote, you will see voting options appear on your screen. If you have voted in advance of the meeting and do not wish to revoke your previously submitted proxies, then you do not need to do anything. The scrutineers will tabulate all of the votes cast during the meeting, and we will report on the results of each resolution towards the end of the meeting. To submit a question, click on the Q&A messaging icon to the right of the online platform window. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it is general in nature. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until the end of the meeting. Please note that if you are logged into the virtual meeting as a guest, you will not be able to ask a question. Only registered shareholders and duly registered proxy holders may do so. Warren will read the questions aloud when requested, and either I or a member of the management team will respond. We will make every effort to answer all your questions during today's Q&A period. However, in the interest of time, we will limit that portion of the meeting to 30 minutes, and we'll address any unanswered questions in a timely manner afterwards. I will now proceed with the formal part of the meeting. I ask Warren to act as Secretary of the meeting. Computershare Investor Services Inc. is acting as the scrutineer of the meeting by way of its representative, Louise Waltenbury. Only shareholders of record at the close of business on March 17, 2025, or their proxies are entitled to take part in and vote at this meeting. To make the best use of our time, certain shareholders have been asked to move and second the motions, which are called for in the notice of meeting. A copy of the notice of meeting and proof of its mailing has been filed with the company. The scrutineer's report indicates that a quorum is present. I now declare that this annual meeting has been properly called and is duly constituted for the transaction of business for which it has been called. Today's agenda will consist of the presentation of the company's 2024 annual financial statements, followed by 3 resolutions: first, to elect the Board of Directors for next year; second, to appoint the company's external auditor for fiscal 2025 and to authorize the directors to fix the auditor's remuneration; and third, to consider an advisory resolution on the company's approach to executive compensation. On behalf of those speaking today, I would like to note that today's remarks may include forward-looking statements. Details regarding forward-looking statements can be found in the company's annual information form and other public documents. Actual results could differ materially from the forecast, projections and conclusions in the forward-looking statements made today. I should also note that during the meeting, we may pause from time to time to review messages from Warren. Thank you for your patience as we do so. I would now like to place before the meeting the consolidated financial statements of the company, together with the notes and auditor's report to the shareholders for the year ended December 31, 2024. These are included in the annual report, which can be retrieved from the Triple Flag Precious Metals Corp. website or SEDAR. Warren, are there any questions or comments submitted in connection with the financial statements?

No, Dawn. We have not received any questions on the financial statements.

Thank you, Warren. We'll now move to the nomination and election of directors. Our management information circular contains detailed biographies, setting out the valuable qualifications and diverse backgrounds of the director nominees proposed, 9 directors are to be elected. I'm to report that based on proxies received by the scrutineer in advance of the meeting, each director nominee received votes in favor from at least 96% of the votes cast. We will now consider the election of directors. I declare the polls open on all resolutions. Warren, are there any questions or comments submitted in connection with the nomination and election of directors?

No, Dawn. We have not received any questions related to this item.

Okay, thank you. Could I please have a nomination for the election of directors?

My name is Andrew McLarty, and I'm a shareholder. Madam Chair, I nominate the following persons for election as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed: Dawn Whittaker, Susan Allen, Tim Baker, Peter O'Hagan, Geoff Burns, Mark Cicirelli, Blake Rhodes, Sheldon Vanderkooy, Elizabeth Wademan.

My name is Steve Bristo, and I am a shareholder. Madam Chair, I second the motion.

Thank you both. Triple Flag's bylaws require that nominations of directors by shareholders be received by the directors at least 30 days in advance of the meeting in order to be valid. As no nominations other than those set forth in the management information circular and included for election at this meeting were received prior to the deadline, the nominations are closed. As this is an uncontested election pursuant to the Canada Business Corporations Act, shareholders will vote for or against nominees for election to the Board. In short, any nominee who does not receive a majority of the votes cast for their election will not be elected. But because all of the nominees for election to the Board are incumbent directors, a director who is not so elected may continue in office until the earlier of the 90th day after election or the day on which his or her successor is appointed or elected. I'm advised by the scrutineer that very few votes cast by proxy in respect of the director nominees were voted against such nominees. The number of votes in favor and against for each individual director nominee may be obtained from the scrutineer. You have now heard the motion for the election of directors. I ask shareholders or their appointees to cast their votes to the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. [Voting]

We will now move to the next item of business, the appointment of the auditor. Warren, are there any questions or comments submitted in connection with the appointment of the auditor?

No, Dawn. We have not received any questions related to this item.

Thank you, Warren. I will now entertain a motion for the appointment of the auditor of the company and the authorization of the directors to fix the auditor's remuneration.

My name is Andrew McLarty, and I'm a shareholder. Madam Chair, I move that PricewaterhouseCoopers LLP be appointed auditors of the company until the next Annual Meeting of Shareholders of the company and that the directors be authorized to fix the auditor's remuneration for 2025 fiscal year.

My name is Steve Bristo, I'm a shareholder. Madam Chair, I second the motion.

Thank you. If you have not already done so, I ask shareholders or their appointees to cast their votes through the online portal. [Voting]

The next item of business is the advisory resolution regarding the company's approach to executive compensation. The resolution is more fully described on Page 21 of the company's management information circular. Warren, are there any questions or comments submitted in connection with this advisory resolution?

No, Dawn. We have not received any questions related to this item.

Thank you. I will now entertain a motion to approve on an advisory basis the company's approach to executive compensation.

My name is Andrew McLarty, and I'm a shareholder. Madam Chair, I move that the advisory resolution regarding the company's approach to executive compensation, as more fully described on Page 21 of the management information circular, be approved.

My name is Steve Bristo, and I am a shareholder. Madam Chair, I second the motion.

Thank you, both of you. If you've not already done so, I ask shareholders or their appointees to cast their votes through the online portal. [Voting]

This brings us to the end of voting on the items before the meeting, and I, therefore, declare the polls closed. We have received the voting results from the scrutineer on the 3 items of business. On the election of directors, the voting results show that each director nominee received votes in favor from at least 96% of the votes cast. Accordingly, I declare that the proposed nominee -- the proposed director nominees have been elected to hold office until the next Annual Meeting of Shareholders or until they resign or their successors are duly elected or appointed. On the appointment of auditors, the voting results show that over 98% of the votes cast were in favor of the appointment of PricewaterhouseCoopers LLP as auditor of the company. I declare that PricewaterhouseCoopers LLP is appointed as auditor of the company and that the directors are authorized to fix the auditor's remuneration. On the advisory vote of the company's approach to executive compensation, approximately 99.4% of the votes cast were in favor of the company's approach to executive compensation. I declare this motion to be passed. The final voting results will be available after the meeting and posted to the company's SEDAR profile at www.sedarplus.ca. As there's no further business, can I have a motion to terminate the meeting, please?

My name is Andrew McLarty, and I am a shareholder. Madam Chair, I move that the meeting terminate.

My name is Steve Bristo, I'm a shareholder. Madam Chair, I second the motion.

I now declare the meeting terminated. On behalf of the company, I would like to thank you for taking the time to join us online or over the phone. I wish all the best to you and your families.

This concludes the meeting. You may now disconnect.