TFPM Triple Flag Precious Metals Corporation

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-41484

TRIPLE FLAG PRECIOUS METALS CORP.

(Translation of the registrant’s name into English)

​

TD Canada Trust Tower, 161 Bay Street, Suite 4535, Toronto, Ontario, Canada M5J 2S1

(Address of principal executive office)

​

​

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

​

Form 20-F ☐     Form 40-F ☒

​

Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference into Triple Flag Precious Metals Corp.’s registration statements on Form F-10 (File No. 333-279789) and Form S-8 (File No. 333-267209).

​

​

​

​

​

​

EXHIBIT INDEX

The following documents, which are attached as exhibits hereto, are incorporated by reference herein:

​

​

​

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

Table of Contents

Exhibit 99.1

​

​

​

​

​

​

​

​

​

​

​

​

​

Management’s Discussion and Analysis of

Triple Flag Precious Metals Corp.

For the three and nine months ended September 30, 2024

(Expressed in United States Dollars)

​

​

​

Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (‘‘MD&A’’) is intended to help the reader understand Triple Flag Precious Metals Corp. (‘‘TF Precious Metals’’), its operations, financial performance and the present and anticipated future business environment. This MD&A, which has been prepared as of November 5, 2024, should be read in conjunction with the unaudited condensed interim consolidated financial statements of TF Precious Metals as at and for the three and nine months ended September 30, 2024 (the “Interim Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS Accounting Standards” or “IFRS”) as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements of TF Precious Metals as at December 31, 2023, and for the years ended December 31, 2023 and 2022 (the “Annual Financial Statements”), which have been prepared in accordance with IFRS as issued by the IASB. Certain notes to the Annual Financial Statements are specifically referred to in this MD&A. All amounts in this MD&A are in U.S. dollars unless otherwise indicated. References to “US$”, “$” or “dollars” are to United States dollars, references to “C$” are to Canadian dollars and references to “A$” are to Australian dollars. In this MD&A, all references to ‘‘Triple Flag’’, the ‘‘Company’’, ‘‘we’’, ‘‘us’’ or ‘‘our’’ refer to TF Precious Metals together with its subsidiaries, on a consolidated basis.

This MD&A contains forward-looking information. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements were made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors described in the ‘‘Risk Factors” section of the Company’s most recent annual information form (“AIF”) available from time to time on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, users should not place undue reliance on forward-looking information, which speaks only as of the date made. See ‘‘Forward-Looking Information’’ in this MD&A.

​

​

2

Table of Contents

Table of Contents

​

​

​

​

3

Table of Contents

Company Overview

Triple Flag is a precious-metals-focused streaming and royalty company offering bespoke financing solutions to the metals and mining industry. Our mission is to be a preferred funding partner to mining companies throughout the commodity cycle by providing customized streaming and royalty financing, while offering value beyond capital as partners via our networks, capabilities and sustainability support.

Since inception, we have invested in and systematically developed a long-life, low-cost, high-quality diversified portfolio of streams and royalties providing exposure primarily to gold and silver. As at November 5, 2024, our portfolio is comprised of 235 assets, consisting of 16 streams and 219 royalties.

The following charts highlight our recent quarterly performance:

​

4

Table of Contents

​

Our portfolio is underpinned by a stable base of cash flow generating streams and royalties and is designed to grow intrinsically over time through exposure to potential mine life extensions, exploration success, new mine builds and throughput expansions. In addition, we are focused on further enhancing portfolio quality by executing accretive investments to grow the scale and quality of our portfolio of precious metals streams and royalties. We believe we have a differentiated approach to deal origination and due diligence, increasing the applicability of stream and royalty financing to an underserved mining sector, expanding the application of this form of financing through bespoke deal generation for miners while creating a high-quality, precious-metals-focused portfolio of streams and royalties for our investors. We focus on ‘‘per share’’ metrics with the objective that accretive new investments are pursued with management of the capital structure to effectively compete for quality assets without incurring long-term financial leverage.

​

Market Overview

The market prices of gold and silver are primary drivers of our profitability and ability to generate free cash flow per share.

The following table sets forth the average gold and silver prices, and the average exchange rate between the Canadian and U.S. dollars, for the periods indicated.

​

​

Gold

The market price of gold is subject to volatile price movements over short periods of time and can be affected by numerous macroeconomic factors including, but not limited to, the value of the U.S. dollar, the sale or purchase of gold by central banks and financial institutions, interest rates, inflation or deflation, global and regional supply and demand and global political and economic conditions. The market price of gold is a significant contributor to the performance of our gold streams and related interests and royalty portfolio.

During the three months ended September 30, 2024, the gold price continued its strong performance in 2024, setting an all-time record fueled by rate cut projections by the global markets for major central banks and several uncertainties within global economies, ranging from $2,329 to $2,664 per ounce, averaging $2,474 per ounce for the period, a 28% increase from the same period in the prior year. During the nine months ended September 30, 2024, the gold price ranged from $1,985 to $2,664 per ounce, averaging $2,296 per ounce for the period, a 19% increase from the same period in the prior year. As at September 30, 2024, the gold price was $2,630 per ounce (based on the LBMA PM fix).

5

Table of Contents

Silver

The market price of silver is also subject to volatile price movements. Silver, often considered a proxy for gold with a high level of correlation to the metal, is predominantly used in industrial applications and silver demand is also correlated to industrial indices. A rebound of manufacturing activity is expected to have a positive effect on silver, as silver has many uses. The market price of silver is driven by factors similar to those influencing the market price of gold, as stated above. The market price of silver is a significant contributor to the performance of our silver streams.

During the three months ended September 30, 2024, the silver price ranged from $26.93 to $32.48 per ounce, averaging $29.43 per ounce for the period, a 25% increase from the same period in the prior year. During the nine months ended September 30, 2024, the silver price ranged from $22.09 to $32.48 per ounce, averaging $27.22 per ounce for the period, a 16% increase from the same period in the prior year. As at September 30, 2024, the silver price was $31.08 per ounce (based on the LBMA fix).

Currency Exchange Rates

We are subject to minimal currency fluctuations as the majority of our revenue and cost of sales are denominated in U.S. dollars, with the majority of general administration costs denominated in Canadian dollars. The Company monitors foreign currency risk as part of its risk management program. As at September 30, 2024, there were no hedging programs in place for non-U.S. denominated dollar expenses.

6

Table of Contents

Financial and Operating Highlights

Three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023

2024 Guidance

The following contains forward-looking information. Reference should be made to the “Forward-Looking Information” and “Technical and Third-Party Information” sections at the end of this MD&A.

The following table provides our full year 2024 guidance, which remains unchanged from the 2024 guidance that is included in our annual MD&A:

​

7

Table of Contents

​

Our 2024 outlook on stream and royalty interests is based on publicly available forecasts of the owners or operators of the underlying properties and/or operations on which we have stream and royalty interests. When publicly available forecasts on properties are not available, we obtain internal forecasts from the owners or operators, or use our own best estimate. We conduct our own independent analysis of this information to reflect our expectations based on an operator’s historical performance and track record of replenishing Mineral Reserves and the operator’s publicly disclosed guidance on future production, the conversion of Mineral Resources to Mineral Reserves, timing risk adjustments, our view on opportunities for mine plan optimization and other factors. We may also make allowances for the risk of uneven stream deliveries, timing differences in the deliveries under our streams or the payment of our royalties, and the attainment of public guidance ranges for our counterparties. Achievement of the GEOs and the other metrics set forth in the guidance above is subject to certain risks and uncertainties, including changes in commodity prices and the ability of operators to attain the results set out in their forecasts. Accordingly, we can provide no assurance that the actual GEOs and such other metrics for 2024 will be in the ranges set forth above. In addition, we may revise our guidance during the year to reflect more current information. If we are unable to achieve our anticipated guidance, or if we revise our guidance, our future results of operations may be adversely affected, and our share price may decline.

​

Sustainability Initiatives and Talent

During the three months ended September 30, 2024, we made significant progress in advancing the implementation of Triple Flag’s 2024 community investment framework, as we continued to support our mining partners’ social license to operate. Triple Flag, on behalf of three of our counterparties, secured $0.2 million from the World Gold Council to assist various local sustainable development programs for communities near our mining assets in Northparkes and Stawell in Australia, and Cerro Lindo in Peru. These programs will address mental health and wellbeing issues in Australia and increase clean water security in local affected areas in Peru. The latter will mark the expansion of our Sustainable Development Goals (SDGs), as the project will align with SDG 6 – Clean Water and Sanitation, introducing it within our community investment framework moving forward.

In a joint effort with local mining and streaming partners, we have committed funding to support the Museum of Northern History within the Kirkland Lake community in Northern Ontario to allow them to keep their doors open to the public.

Following the departure of our Founder & former CEO, Shaun Usmar on September 26, 2024, and a smooth transition period, our succession plan has been successfully implemented and our newly promoted Officers have assumed their new roles.

​

8

Table of Contents

Portfolio of Streaming and Related Interests and Royalty Interests

The following tables present our revenue and GEOs sold by asset for the periods indicated. GEOs are based on stream and related interests as well as royalty interests and are calculated on a quarterly basis by dividing all revenue from such interests for the quarter by the average gold price during that quarter. For periods greater than one quarter, GEOs are summed for each quarter in the period. The gold price is determined based on the LBMA PM fix.

Three and nine months ended September 30, 2024, compared to three and nine months ended September 30, 2023

​

​

​

9

Table of Contents

​

​

For the three months ended September 30, 2024, we sold 29,773 GEOs, an increase of 16% from 25,629 GEOs sold for the same period in the prior year largely due to higher GEOs from Northparkes and Cerro Lindo due to higher deliveries, as well as GEOs from the acquisition of the 3% gold streams on Agbaou and Bonikro during the period (See “Key Developments” below). This was partially offset by lower GEOs from ATO and Moss due to lower deliveries and lower GEOs from Fosterville due to lower attributable royalty ounces. For the nine months ended September 30, 2024, we sold 84,759 GEOs, an increase of 8% from 78,844 GEOs sold for the same period in the prior year, largely due to higher GEOs from Northparkes and Cerro Lindo due to higher deliveries, GEOs from the acquisition of the 3% gold streams on Agbaou and Bonikro during the period and GEOs from the Kensington royalty which began paying earlier this year. This was partially offset by lower GEOs from ATO and Moss due to lower deliveries and lower GEOs from Fosterville due to lower attributable royalty ounces.

​

​

​

​

10

Table of Contents

Key Developments

For the nine months ended September 30, 2024

Acquisition of 3% gold streams on Agbaou and Bonikro

​

On August 14, 2024, Triple Flag completed the acquisition of 3% gold streams on each of the Agbaou and Bonikro mines (the “Allied Streams”) operated by Allied Gold Corp. (“Allied”) and also acquired the right to purchase metal based on production from January 1, 2024, to August 14, 2024 (“initial ounces”), for a total cash consideration of $53.0 million. Triple Flag will make ongoing payments of 10% of the spot gold price for each ounce delivered under the streams. The streams cover the existing mining and exploration licenses for the Agbaou and Bonikro mines, both located in Cote d’Ivoire.

​

The Agbaou gold stream will step down to 2% payable gold after the delivery of 29,000 ounces of gold, and the Bonikro gold stream will step down to 2% payable gold after the delivery of 39,300 ounces of gold. From 2024 to 2027, both streams are subject to a period of annual minimum deliveries. Under the Agbaou stream, an annual minimum of 2,500 to 2,750 ounces will be delivered and under the Bonikro stream, an annual minimum of 3,500 to 4,200 ounces will be delivered. A parent guarantee is provided by Allied under the terms of the respective stream agreements.

​

The total cash consideration of $53.0 million was comprised of $46.1 million relating to the Allied Streams and $6.9 million to the initial ounces. These ounces were sold prior to the end of the third quarter.

​

Acquisition of additional Tamarack Royalty

On July 5, 2024, Triple Flag acquired an additional 1.0% net smelter return (“NSR”) royalty from Talon Nickel (USA) LLC (“Talon”), a wholly owned subsidiary of Talon Metals Corp., a TSX-listed company, for total consideration of $8 million (“Additional Tamarack Royalty”). The royalty is on Talon’s participating interest in the Tamarack project. The royalty is subject to a buydown right to reduce the Additional Tamarack Royalty to 0.6% for $5.0 million, exercisable for a period of two years, subject to certain conditions. This Additional Tamarack Royalty is in addition to the 1.11% NSR royalty which Triple Flag already owns on the Tamarack project.

Kensington litigation settlement

On March 28, 2024, Triple Flag and Coeur Mining, Inc. (“Coeur”) entered into a settlement agreement to resolve litigation regarding the terms of a royalty held by Triple Flag on Coeur’s Kensington gold mine.

As part of the settlement agreement, Triple Flag shall receive $6.75 million in Coeur shares ($3.0 million received in April 2024, and $3.75 million to be received in the first quarter of 2025). The Coeur share consideration is in settlement of royalties in arrears and litigation expenses incurred. As such, the settlement amounts were recognized as revenue and recoupment of costs in the condensed interim consolidated statement of income (loss) for the nine months ended September 30, 2024.

Further to that settlement, Triple Flag and Coeur agreed to amend the terms of the existing Kensington royalty to provide that:

11

Table of Contents

Steppe Gold Prepaid Gold Interest

On March 15, 2024, Triple Flag and Steppe Gold Ltd. (“Steppe Gold”) agreed to amend and restate the Steppe Gold Prepaid Gold Interest agreement such that the Company would make a further cash payment of $5.0 million in exchange for delivery of 2,650 ounces of gold over five months. Triple Flag expects the August and September deliveries under the prepaid gold interest to be received by the end of the fourth quarter of 2024. Separately, Steppe Gold continues to meet its obligations under the stream agreement for ATO. The Steppe Prepaid Gold Interest is accounted for as a financial asset at fair value through profit or loss and is classified as level 3 of the fair value hierarchy.

​

Operating Assets – Performance

Our business is organized into a single operating segment, consisting of acquiring and managing precious metals and other high-quality streams and royalties. Our chief operating decision-maker, the CEO, makes capital allocation decisions, reviews operating results and assesses performance.

Asset Performance — Streams and related assets (producing)

Under the stream agreement with Nexa Resources S.A. (“Nexa”), we receive 65% of payable silver produced from the Cerro Lindo mine until 19.5 million ounces have been delivered and 25% thereafter. Typically, deliveries under the stream lag production by up to four months. As at September 30, 2024, 16.0 million ounces of silver had been delivered under the stream agreement with Nexa since inception.

For the three months ended September 30, 2024, we sold 576,744 ounces of silver delivered under the agreement, a 27% increase from the same period in the prior year, driven by higher deliveries. GEOs sold were 6,991 for the three months ended September 30, 2024, compared to 5,477 for the same period in the prior year.

For the nine months ended September 30, 2024, we sold 1.8 million ounces of silver delivered under the agreement, a 30% increase from the same period in the prior year driven by higher deliveries. GEOs sold were 22,160 for the nine months ended September 30, 2024, compared to 16,925 for the same period in the prior year.

During the third quarter, Cerro Lindo continued robust silver deliveries under the stream agreement following strong silver production in the first half of the year. Ongoing exploration at Cerro Lindo is primarily focused on extending the mineralization of near mine targets known as Orebodies 8B, 9 and 6a, as well as the Patahuasi Millay target located within Triple Flag’s stream area.

Under the stream agreement, we receive 54% of payable gold from Northparkes until an aggregate of 630,000 ounces have been delivered and 27% of payable gold thereafter. We also receive 80% of payable silver until an aggregate of 9 million ounces of silver have been delivered, and 40% of payable silver thereafter. Typically, deliveries under the stream may lag production by approximately two months. As at September 30, 2024, 57,395 ounces of gold and 944,736 ounces of silver had been delivered under the stream agreement since inception.

For the three months ended September 30, 2024, we sold 5,816 ounces of gold and 63,735 ounces of silver. This compares to 3,254 ounces of gold and 55,098 ounces of silver delivered and sold for the same period in the prior year. GEOs sold were 6,738 for the three months ended September 30, 2024, compared to 3,919 for the same period in the prior year.

12

Table of Contents

For the nine months ended September 30, 2024, we sold 16,950 ounces of gold and 206,803 ounces of silver. This compares to 9,184 ounces of gold and 171,255 ounces of silver delivered and sold for the same period in the prior year. GEOs sold were 19,644 for the nine months ended September 30, 2024, compared to 11,223 for the same period in the prior year.

Development of the sub-level (“SLC”) cave at E48 commenced in July 2024 with commissioning on-track for the second quarter of 2025. This orebody’s higher reserve grade of 0.41 g/t Au is expected to partially offset the depletion of the E31 and E31N open pits, with a current mine life expected to end in 2034. A pre-feasibility study for the E48 SLC remains scheduled for completion in the first quarter of 2025.

First production from the E22 orebody is expected during Evolution Mining Limited’s (“Evolution”) fiscal year ending June 30, 2029, with a current reserve grade of 0.37 g/t Au.

A SLC hybrid option study for E22 is expected to be completed by Evolution by June 30, 2025.

Additionally, exploration at the Major Tom and E51 targets continues to return encouraging results on the growth potential for near surface copper-gold mineralization. Both open pit targets are located within three kilometers of the processing plant, with recent assays including 26.0 meters grading 1.04% copper and 0.15g/t gold. Drills continue to turn with the objective of delineating the full extent of mineralization at both Major Tom and E51. A maiden resource for E51 is expected in the second quarter of 2025.

Under the stream agreement, we receive 70% of payable gold until 261,000 ounces are delivered and 42% of payable gold thereafter from the Impala Bafokeng Operations (“Impala Bafokeng”). Typically, deliveries under the stream may lag production by approximately five months. As at September 30, 2024, 32,537 ounces of gold had been delivered under the stream agreement since inception.

For the three months ended September 30, 2024, we sold 1,376 ounces of gold delivered under the stream agreement, compared to 1,631 ounces delivered and sold for the same period in the prior year. GEOs sold were 1,381 for the three months ended September 30, 2024, compared to 1,632 for the same period in the prior year.

For the nine months ended September 30, 2024, we sold 4,319 ounces of gold delivered under the stream agreement, compared to 4,767 ounces delivered and sold for the same period in the prior year. GEOs sold were 4,323 for the nine months ended September 30, 2024, compared to 4,754 for the same period in the prior year.

Development of the asset’s value driver, Styldrift, remains ongoing with a steady ramp-up expected to deliver improved efficiencies given current market conditions. During the third quarter of 2024, Impala Platinum Holdings Limited (“Implats”) commenced a restructuring process to rationalize and optimize labor deployment across corporate and operational functions. The integration of processing facilities across the Western Limb operations of Impala Rustenburg and Impala Bafokeng has started, resulting in improved plant availability and recovery. Implats expects monthly milled throughput of 230 thousand tonnes at Styldrift by the end of their fiscal year 2027.

Under the stream agreement, we receive 100% of payable silver from Buriticá based on a fixed silver-to-gold ratio of 1.84 over the life of the asset.

13

Table of Contents

For the three months ended September 30, 2024, we sold 155,414 ounces of silver delivered to the Company under the agreement, compared to 129,771 ounces of silver delivered and sold for the same period in the prior year. GEOs sold were 1,834 for the three months ended September 30, 2024, compared to 1,570 for the same period in the prior year.

For the nine months ended September 30, 2024, we sold 357,113 ounces of silver delivered to the Company under the agreement, compared to 376,636 ounces of silver delivered and sold for the same period in the prior year. GEOs sold were 4,263 for the nine months ended September 30, 2024, compared to 4,478 for the same period in the prior year.

Throughout 2024, Buriticá was able to maintain steady operations; however, due to the ongoing presence of illegal miners, certain areas of the mine were avoided as a precautionary measure. The mine site continues to engage closely with the surrounding community on illegal mining with support by national institutions, including the National Police of Colombia.

Under the stream agreement with Steppe Gold, we receive 25% of the payable gold until 46,000 ounces of gold have been delivered and thereafter, 25% of payable gold subject to an annual cap of 7,125 ounces. We also receive 50% of the payable silver until 375,000 ounces of silver have been delivered and thereafter, 50% of payable silver subject to an annual cap of 59,315 ounces. As at September 30, 2024, 29,713 ounces of gold and 114,199 ounces of silver had been delivered under the stream agreement with Steppe Gold since inception.

For the three months ended September 30, 2024, we sold 1,439 ounces of gold and 10,114 ounces of silver delivered to the Company under the stream, compared to the 1,995 ounces of gold and 11,922 ounces of silver delivered and sold under the stream and related interests for the same period in the prior year, respectively. GEOs sold were 1,591 for the three months ended September 30, 2024, compared to 2,142 for the same period in the prior year.

For the nine months ended September 30, 2024, we sold 3,700 ounces of gold and 38,320 ounces of silver delivered to the Company under the stream, compared to the 7,891 ounces of gold and 26,928 ounces of silver delivered and sold under the stream and related interests for the same period in the prior year, respectively. GEOs sold were 4,221 for the nine months ended September 30, 2024, compared to 8,218 for the same period in the prior year.

On August 1, 2024, the previously announced merger of Steppe Gold and Boroo Gold LLC was completed. The completion of this acquisition has established Steppe Gold as the largest gold producer in Mongolia, providing further financial strength, asset diversification and scale.

Commissioning of the ATO Phase 2 Expansion project remains on track for the first half of 2026.

On March 15, 2024, Triple Flag entered into an agreement with Steppe Gold to acquire a prepaid gold interest. Under the terms of the agreement, the Company made a cash payment of $5 million to acquire the prepaid gold interest, which provides for the delivery of 2,650 ounces of gold that will be delivered by Steppe Gold over five months. Triple Flag expects the August and September deliveries under the prepaid gold interest to be received by the end of the fourth quarter of 2024.

Asset Performance — Royalties (Producing)

The Company holds a 3.25% gross revenue return (“GRR”) and 1.5% NSR royalty on all gold production and aggregate 1.5% NSR royalties on all nickel production from the Beta Hunt mine, located in Australia.

14

Table of Contents

GEOs earned were 1,101 for the three months ended September 30, 2024, compared to 1,207 for the prior year. For the nine months ended September 30, 2024, we earned 3,759 GEOs compared to 3,621 in the prior year.

In September 2024, Westgold declared an inaugural exploration target for the Fletcher Zone of Beta Hunt totaling 23 to 27 million tonnes at 2.1 to 2.5 g/t Au containing 1.6 to 2.1 million ounces of gold. This compares to the current resource base at Beta Hunt of 17.7 million tonnes grading 2.74 g/t Au at 1.6 million ounces in the M&I category (inclusive) and 12.9 million tonnes grading 2.63 g/t Au at 1.1 million ounces in the inferred category, comprising of the Western Flanks, A Zone, Larkin and Mason deposits.

The Fletcher Zone is a substantial discovery at Beta Hunt and is interpreted to represent a new gold mineralized structure parallel to the Western Flanks deposit of the mine, 300 meters to the west. Western Flanks is currently the primary source of gold ore for Beta Hunt. Across a two-kilometer strike zone, a minimum of three drill rigs is expected to focus on resource definition drilling over the near term at the Fletcher Zone. Westgold is also advancing decline development from Western Flanks towards the Fletcher Zone to access a potential new mining front.

Separately, the expansion project to achieve consistent mine throughput at Beta Hunt of 2 million tonnes per annum is expected to be completed during the first half of 2025. Westgold is developing a comprehensive infrastructure replacement and upgrade plan to support the expected higher productivity levels at Beta Hunt, focusing primarily on electrical, ventilation and water distribution networks.

The Company holds a 2% NSR royalty interest in Agnico Eagle Mines Limited’s (“Agnico Eagle") Fosterville mine in Australia.

GEOs earned were 1,254 for the three months ended September 30, 2024, compared to 1,612 for the prior year. For the nine months ended September 30, 2024, we earned 3,206 GEOs compared to 4,199 in the prior year.

Fosterville is also currently advancing an upgrade of the primary ventilation system to sustain the mining rate in the Lower Phoenix zones in future years. The operator expects the project to be completed by early 2025. Fosterville continues to focus on productivity gains and cost control at the mine and the mill to maximize throughput and reduce unit costs to ensure that the asset remains a sustainable producer of 175,000 to 200,000 ounces of gold annually.

The Company holds a 1.5% NSR royalty interest in Alamos Gold Inc.’s (“Alamos”) Young-Davidson mine in Canada. GEOs earned were 711 for the three months ended September 30, 2024, compared to 684 for the same period in the prior year. For the nine months ended September 30, 2024, we earned 2,040 GEOs compared to 2,011 in the prior year.

In September 2024, Alamos narrowed production guidance for 2024 to 180 to 190 thousand ounces of gold, and reiterated 2025 and 2026 guidance of 180 to 195 thousand ounces of gold.

​

15

Table of Contents

Prepaid Gold Interests and Investments

The following table summarizes prepaid gold interests and investments as at September 30, 2024, and December 31, 2023:

​

​

Financial Condition and Shareholders’ Equity Review

Summary Balance Sheets

The following table presents summarized consolidated balance sheet information as at September 30, 2024, and December 31, 2023:

​

Total assets were $1,773.2 million as at September 30, 2024, compared to $1,894.5 million as at December 31, 2023. Our asset base primarily consists of non-current assets such as mineral interests, which consist of our interests in streams and related interests and royalties. Our asset base also includes current assets, which generally includes cash and cash equivalents, receivables, and investments. The decrease in total assets from December 31, 2023 was driven by

16

Table of Contents

impairment charges taken during the second quarter of 2024, combined with depletion of mineral interests, partially offset by acquisitions of assets, including prepaid gold interests and mineral interests.

Total liabilities were $63.7 million as at September 30, 2024, compared to $83.7 million as at December 31, 2023. The decrease in total liabilities is largely driven by net repayment of the Credit Facility. Total liabilities consist largely of debt, amounts payable and other liabilities, deferred tax liabilities and lease obligations. For information about the Credit Facility, see “Liquidity and Capital Resources” below.

Total shareholders’ equity as at September 30, 2024, was $1,709.6 million, compared to $1,810.7 million as at December 31, 2023. The decrease in shareholders’ equity largely reflects the net loss incurred during this period, combined with dividends paid.

Shareholders’ Equity

​

Our common shares are listed on the TSX in Canadian dollars and on the NYSE in U.S. dollars, in each case under the symbol “TFPM”.

As at November 5, 2024, 201,432,843 common shares are issued and outstanding and stock options are outstanding to purchase a total of 1,927,836 common shares.

For the three and nine months ended September 30, 2024, we declared and paid dividends in United States dollars totaling $11.1 million and $32.2 million, respectively (2023: $10.6 million and $30.7 million, respectively). For the three and nine months ended September 30, 2024, no shares were issued from treasury for participation in the Dividend Reinvestment Plan. In the first and second quarter, the Company declared and paid a dividend of US$0.0525 per share. In the third quarter, the Company declared and paid a dividend of US$0.0550 per share, representing the Company’s third consecutive annual increase of the dividend since its May 2021 initial public offering.

​

17

Table of Contents

​

Results of Operations Review

Condensed Consolidated Statements of Income (Loss)

The following table presents summarized consolidated statements of income (loss) information for the three and nine months ended September 30, 2024 and 2023:

​

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Revenue was $73.7 million, a quarterly record, an increase of 49% from $49.4 million for the same period in the prior year. The increase was largely driven by $9.2 million higher revenue due to higher gold prices, $2.7 million higher revenue due to higher silver prices, and $14.4 million increase from greater volume from streams and related interests, partially offset by a $1.8 million decrease in revenue from lower revenue from royalties. Higher revenue from streams and related interests were driven by higher deliveries from Northparkes and Cerro Lindo, as well as deliveries from the Allied Streams and the initial ounces acquired during the third quarter of 2024, partially offset by lower deliveries from

18

Table of Contents

ATO. Lower revenue from royalties was largely due to lower attributable ounces from Fosterville, partially offset by higher attributable royalty ounces from Camino Rojo, Stawell and Kensington, which began paying earlier this year.

The average market gold price and actual gold sales volume for our streams and related interests were $2,474 per ounce, a quarterly record, and 13,638 ounces, respectively, compared to $1,928 per ounce and 8,725 ounces, respectively, in the prior year. The average market silver price and actual silver sales volume were $29.43 per ounce and 812,097 ounces, respectively, compared to $23.57 per ounce and 789,698 ounces, respectively, in the prior year.

Cost of sales represents the price of metals acquired under our stream agreements and related interests, cost of sales related to prepaid gold interests, as well as the depletion expense for streams and royalties, both of which are calculated based on units of metal sold or attributable royalty ounces. Cost of sales was $37.0 million (including depletion) from streams and related interests and royalties, compared to $23.6 million (including depletion) from streams and related interests and royalties for the same period in the prior year. Cost of sales for the three months ended September 30, 2024, included $6.9 million of costs relating to metal delivered from Agbaou and Bonikro based on production for the preclosing period of January 1, 2024, to August 14, 2024, which were recorded at the prevailing market price. Higher cost of sales was also driven by higher deliveries from the Cerro Lindo and Northparkes streams, higher depletion from Camino Rojo, Stawell and Kensington royalties, partially offset by lower depletion from lower deliveries from ATO and lower attributable royalty ounces from Fosterville.

Gross profit was $36.7 million, an increase of 42% from $25.8 million for the same period in the prior year. The increase was largely driven by higher realized gold and silver prices, combined with higher stream deliveries from Cerro Lindo and Northparkes, partially offset by lower gross profit from Fosterville due to lower attributable royalty ounces and lower deliveries from the ATO streams.

General administration costs were $5.1 million, compared to $4.4 million for the same period in the prior year. Higher costs for the three months ended September 30, 2024, were largely driven by higher professional services costs due to increased business needs as well as impact of a higher share price on share-based payments.

Business development costs were $0.9 million, compared to $1.0 million for the same period in the prior year. Business development costs represent ongoing business development costs incurred throughout the year including use of third-party service providers, net of costs capitalized, and costs reimbursed from our counterparties.

The increase in the fair value of our prepaid gold interests for the three months ended September 30, 2024, was $1.7 million, compared to $1.1 million for the same period in the prior year. The increase is driven by higher market gold prices during the period.

Finance costs, net was $1.5 million, compared to $0.5 million for the same period in the prior year. The finance costs, net largely reflect interest charges and standby fees on the Credit Facility, net of interest earned on cash and loan balances. The increase is largely driven by lower interest received during the period.

Income tax expense was $1.3 million, compared to an income tax recovery of $3.5 million for the same period in the prior year. The income tax recovery for the same period in the prior year was largely driven by tax recovery associated with impairment charges.

Net earnings was $29.6 million, compared to a net loss of $6.0 million for the same period in the prior year. Net earnings was largely driven by higher gross profit across the portfolio driven by higher metal prices as well as higher metal deliveries. The net loss in the prior year was largely driven by impairment charges.  

19

Table of Contents

Nine months ended September 30, 2024, compared to nine months ended September 30, 2023

Revenue was $194.8 million, an increase of 28% from $152.3 million for the same period in the prior year. The increase was largely driven by $13.7 million higher revenue due to higher gold prices, $10.4 million higher revenue due to higher silver prices, $19.8 million higher revenue from higher volume from streams and related interests and $4.9 million higher revenue from higher attributable ounces from royalties. Higher volume from streams and related interests were driven by higher deliveries from Northparkes, Cerro Lindo, Allied Streams and the initial ounces, partially offset by lower deliveries from ATO and Moss. Higher volume from royalties was largely due to higher attributable royalty ounces from Beta Hunt and Camino Rojo as well as attributable royalty ounces from Kensington, which began paying earlier this year, partially offset by lower attributable royalty ounces from Fosterville.

The average market gold price and actual gold sales volume for our streams and related interests were $2,296 per ounce, and 33,466 ounces, respectively, compared to $1,930 per ounce and 25,042 ounces, respectively, in the prior year. The average market silver price and actual silver sales volume were $27.22 per ounce and 2.5 million ounces, respectively, compared to $23.40 per ounce and 2.4 million ounces, respectively, in the prior year.

Cost of sales represents the price of metals acquired under our stream agreements and related interests, cost of sales related to prepaid gold interests, as well as the depletion expense for streams and royalties, both of which are calculated based on units of metal sold or attributable royalty ounces. Cost of sales was $86.0 million (including depletion) from streams and related interests and royalties, compared to $76.7 million (including depletion) from streams and related interests and royalties for the same period in the prior year. Cost of sales for the nine months ended September 30, 2024, included $6.9 million of costs relating to metal delivered from Agbaou and Bonikro based on production for the pre-closing period of January 1, 2024, to August 14, 2024, which were recorded at the prevailing market price. Higher cost of sales was also driven by higher deliveries from the Cerro Lindo and Northparkes streams, partially offset by lower deliveries from ATO and Moss.

Gross profit was $108.8 million, an increase of 44% from $75.6 million for the same period in the prior year. The increase was largely driven by higher stream deliveries from Northparkes and Cerro Lindo, combined with higher realized gold and silver prices and attributable royalty ounces from Kensington which began paying earlier this year, partially offset by lower deliveries from the Moss stream and lower attributable royalty ounces from Fosterville.

General administration costs were $17.1 million, compared to $15.3 million for the same period in the prior year. Higher costs for the nine months ended September 30, 2024, were largely driven by higher employee costs driven by additional headcount due to increased business needs as well as impact of a higher share price on share-based payments.

Business development costs were $3.0 million, in line with $3.3 million for the same period in the prior year. Business development costs represent ongoing business development costs incurred throughout the year including use of third-party service providers, net of costs capitalized, and costs reimbursed from our counterparties.

Impairment charges and expected credit losses of $148.0 million was largely due to impairments and expected credit losses taken on the Nevada Copper stream and related interests ($104.1 million) as well as impairments and expected credit losses taken on the Moss stream and related interests ($40.1 million). Refer to the Critical Accounting Estimates and Judgments section for more detail.

The increase in the fair value of our prepaid gold interests for the nine months ended September 30, 2024, was $7.3 million, compared to $3.9 million for the same period in the prior year. This increase is largely driven by higher market gold prices during the period.

The decrease in the fair value of investments represents the decrease in the market value of our equity investments during the period.

20

Table of Contents

Finance costs, net was $4.2 million, compared to $3.1 million for the same period in the prior year. The finance costs, net largely reflect interest charges and standby fees on the Credit Facility, net of interest earned on cash and loan balances. The increase is largely driven by lower interest received during the period.  

Income tax expense was $4.3 million, compared to a recovery of $0.5 million in the same period in the prior year. The income tax recovery for the same period in the prior year was largely driven by tax recovery associated with impairment charges.

Net loss was $64.4 million compared to net earnings of $26.5 million for the same period in the prior year. The loss was largely driven by the impairment charges from Nevada Copper and Moss, partially offset by a higher gross profit across the portfolio driven by higher metal prices as well as higher metal deliveries.

Condensed Statements of Cash Flows

The following table presents summarized consolidated statements of cash flow information for the three and nine months ended September 30, 2024, and September 30, 2023:

​

Three months ended September 30, 2024, compared to three months ended September 30, 2023

Operating cash flow was $61.8 million, a quarterly record, and an increase of 68% compared to $36.8 million for the same period in the prior year. The increase was due to higher operating cash flow before working capital and taxes. Operating cash flow before working capital and taxes was $60.9 million, an increase of 59% from $38.4 million for the same period in the prior year. The increase was largely driven by higher cash flows from streams, royalties and related interests as a result of higher realized metal prices and higher deliveries, partially offset by higher general administration costs.

Net cash used in investing activities was $60.8 million, compared to $23.3 million for the same period in the prior year. Net cash used in investing activities for the three months ended September 30, 2024, consisted of the acquisition of the Allied Streams and the initial ounces for $53.0 million, and the acquisition of the Additional Tamarack Royalty for $8.0 million. Net cash used in investing activities for the three months ended September 30, 2023, largely included $16.6 million for the acquisition of an additional royalty interest in Stawell, $3.4 million of funding for the Prieska royalty, and $3.3 million of long-term loans.  

21

Table of Contents

Net cash from financing activities was $1.6 million, compared to net cash used in financing activities of $15.5 million for the same period in the prior year. Net cash from financing activities for the three months ended September 30, 2024, largely consisted of a $53.0 million drawdown on the Credit Facility, partially offset by dividend payments of $11.1 million and $38.0 million in Credit Facility repayments. Net cash used in financing activities for the three months ended September 30, 2023, largely consisted of Credit Facility repayments of $15.0 million, dividend payments of $10.6 million and $3.2 million paid to purchase shares under the NCIB, partially offset by a $15.0 million drawdown from the Credit Facility.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Operating cash flow was $150.0 million an increase of 29% compared to $116.5 million for the same period in the prior year. The increase was due to higher operating cash flow before working capital and taxes. Operating cash flow before working capital and taxes was $157.5 million, an increase of 31% from $120.2 million for the same period in the prior year. The increase was largely driven by higher cash flows from streams, royalties and related interests, partially offset by higher general administration costs.

Net cash used in investing activities was $82.2 million, compared to $203.3 million for the same period in the prior year. Net cash used in investing activities in 2024 included the acquisition of the Allied Streams and the initial ounces for $53.0 million, acquisition of loans for $14.6 million, acquisition of the Additional Tamarack Royalty for $8.0 million, and $5.0 million for the acquisition of the Steppe Gold Prepaid Gold Interest, partially offset by proceeds from sale of investments of $2.8 million. Net cash used in investing activities in 2023, included $146.0 million of net cash outflows pursuant to the Maverix Metals Inc. (“Maverix”) acquisition, $37.3 million for asset acquisitions mainly related to an additional royalty interest in Stawell and for a royalty on Agbaou, and $20.7 million for the acquisition of long-term loans, partially offset by $2.0 million of proceeds from the buy-back of the Eastern Borosi royalty by the operator.

Net cash used in financing activities was $61.6 million, compared to net cash from financing activities of $30.1 million for the same period in the prior year. Net cash used in financing activities for 2024 largely consisted of $85.0 million in Credit Facility repayments, $32.2 million of dividend payments, and $5.0 million paid to purchase shares under the NCIB, partially offset by $63.0 million of drawdowns from the Credit Facility. Net cash from financing activities for 2023 largely consisted of $130.0 million of drawdowns from the Credit Facility and $17.2 million of proceeds from the exercise of options and warrants, partially offset by Credit Facility repayments of $65.0 million, dividend payments of $30.7 million, and $16.3 million paid to purchase shares under the NCIB.

​

Liquidity and Capital Resources

As at September 30, 2024, our cash and cash equivalents were $23.6 million, compared to $17.4 million as at December 31, 2023. Significant variations in the liquidity and capital resources during the period are explained in the ‘‘Condensed Statements of Cash Flows’’ section of this MD&A.

Our primary uses of capital are to finance operations, acquire new stream and royalty assets, general working capital and payment of dividends. Our objectives when managing capital are to ensure that we will continue to have enough liquidity to achieve our acquisition growth strategy, finance working capital requirements and provide returns to our shareholders. The timing of metal sales from inventory from our stream and related interests is based on commercial considerations, including our assessment of market conditions and our financial requirements. We believe our cash on hand, estimated cash flow from royalties and the sales of metal credits will be sufficient to fund our anticipated operating cash requirements, payment of dividends and share repurchases under the NCIB for the next 12 months and beyond.

22

Table of Contents

Credit Facility

The Company currently has a Credit Facility of $500.0 million with an additional uncommitted accordion of up to $200.0 million for a total availability of up to $700.0 million, maturing on August 30, 2026. As at September 30, 2024, the Credit Facility balance was $35.0 million.

Finance costs relating to the Credit Facility for the three months ended September 30, 2024, were $1.5 million, including interest charges, amortization of debt issue costs and standby fees, this compares to finance costs of $1.7 million for the three months ended September 30, 2023. The finance costs for the nine months ended September 30, 2024, was $4.5 million compared to $5.4 million for the same period in the prior year. The Credit Facility includes covenants that require us to maintain certain financial ratios, including leverage ratios, as well as certain non-financial requirements. As at September 30, 2024, all such ratios and requirements were met. The Credit Facility is used for general corporate purposes and investments in the mineral industry, including the acquisition of streams and related interests and royalties.

Quarterly Information^{1, 2}

​

23

Table of Contents

In the third quarter of 2024 we achieved record revenue and operating cash flows driven by higher metal prices and higher deliveries from Cerro Lindo and Northparkes. We also completed the acquisition of 3% gold streams on each of the Agbaou and Bonikro mines, as well as the acquisition of the Additional Tamarack Royalty (see Key Developments section of this MD&A). In the second quarter of 2024 we achieved record operating cash flows. In the first quarter of 2024 we reached a settlement on the Kensington litigation with Coeur, which subsequently began paying. In the fourth quarter of 2023, we acquired a Gross Revenue royalty on the Johnson Camp Mine, operated by Excelsior. In the third quarter of 2023, we acquired an additional royalty interest in Stawell.  In the second quarter of 2023, we acquired the Agbaou royalty and in the first quarter of 2023 we completed the Maverix acquisition. In the fourth quarter of 2022, we increased our NSR royalty on Nevada Copper’s open pit project.

Commitments and Contingencies

From time to time, we are and may be involved in disputes with other parties arising in the ordinary course of business that may result in litigation. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our financial condition, cash flow and results of operations. We record a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. We are not currently involved in any material legal proceedings.

Contractual Obligations and Commitments

In the normal course of business, we enter into contracts that give rise to commitments for future minimum payments.

As of September 30, 2024, we had significant commitments to make per-ounce cash payments for precious metals and copper pursuant to the terms of the metals purchase and sale agreements and prepaid interests, as detailed in the following table: