6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 or 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2022

Commission File Number 001-38934

Maverix Metals Inc.
(Translation of registrant’s name into English)

Suite 575, 510 Burrard Street
Vancouver, British Columbia V6C 3A8
Canada
(Address of principal executive offices)

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

Form 20-F   ¨             Form 40-F   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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.

Date: November 15, 2022

MAVERIX METALS INC.
By:	/s/ C. Warren Beil
	C. Warren Beil
	General Counsel

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

99.1 Management’s Discussion and Analysis for the three and six month periods ended September 30, 2022

99.2 Unaudited condensed consolidated interim financial statements for the three and six month periods ended September 30, 2022 and 2021

99.3 Form 52-109F2 – Certification of Interim Filings Full Certificate – CEO

99.4 Form 52-109F2 – Certification of Interim Filings Full Certificate – CFO

99.5 News Release dated November 15, 2022

EX-99.1

Exhibit 99.1

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Date of Report: November 14, 2022

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the significant factors that have affected the performance of Maverix Metals Inc. and its subsidiaries (collectively “Maverix”, “we”, “us”, “our” or the “Company”) and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“IFRS”), applicable to preparation of interim financial statements including International Accounting Standard 34-Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Readers are encouraged to consult the Company’s audited consolidated financial statements for the year ended December 31, 2021 and related notes thereto, which are available under Maverix’s profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov. All amounts are in U.S. dollars unless otherwise indicated.

Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Forward-Looking Statements” at the end of this MD&A and to consult Maverix’s unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 and related notes thereto which are available on SEDAR at www.sedar.com and on Form 6-K filed with the United States Securities and Exchange Commission on EDGAR at www.sec.gov.

Additional information, including the primary risk factors affecting Maverix, are included on our Annual Information Form (“AIF”) and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Maverix’s royalty, stream and other interests, as well as a description of risk factors affecting the Company.

Table of Contents

Description of the Business	3
Highlights and Key Accomplishments	3
Adjusted Outlook for 2022	7
Portfolio of Royalty, Stream and Other Interests Owned by Maverix	7
Summary of Quarterly Results	13
Non-IFRS and Other Measures	20
Liquidity and Capital Resources	22
Outstanding Share Data	23
Off-Balance Sheet Arrangements	23
Related Party Transactions	24
Critical Accounting Judgements and Estimates	24
Financial Instruments	25
Disclosure Controls and Procedures	26
Internal Controls Over Financial Reporting	26
Forward-Looking Statements	27
Technical and Third-Party Information	28

2

Description of the Business

Maverix is a resource-based company that seeks to acquire and manage royalties and metal purchase agreements (a “Stream” or “Streams”) on projects that are in an advanced stage of development or on operating mines producing precious or other metals. Royalty interests (“Royalty” or collectively, “Royalties”) are non-operating interests in mining projects that provide Maverix with the right to a percentage of the gross revenue from the metals produced from the project (a “Gross Revenue Royalty” or “GRR”) or the net revenue after the deduction of specified costs (a “Net Smelter Returns Royalty” or “NSR” royalty). Under a Stream interest, Maverix makes an upfront payment to acquire the Stream and then receives the right to purchase, at a fixed or variable price per unit based on the spot price of the precious or other metal, a percentage of the life of mine production or a specified time period.

The Company’s business strategy is to acquire existing Royalty and Stream interests, or to finance production, development, or in some circumstances, exploration stage projects in exchange for Royalty or Stream interests. In the ordinary course of business, Maverix engages in a continual review of opportunities to acquire existing Royalty or Stream interests, or to create new Royalties or Streams on operating mines, development projects and exploration projects. The Company currently has over 140 royalties, stream and other interests, of which 14 of the underlying interests are paying, excluding royalty payments from industrial minerals and power assets.

Highlights and Key Accomplishments

Financial and Operating:

· Gold Equivalent Ounces (“GEOs”) sold of 9,567¹ and 24,953¹ for the three and nine months ended September 30, 2022 (2021: 7,671¹ and 22,853¹);

· GEOs sold excluding any contribution from the Omolon royalty interest in the second half of 2022 of 7,894¹ and 23,280¹ for the three and nine months ended September 30, 3022;

· Total revenue of $16.3 million and $45.2 million for the three and nine months ended September 30, 2022 (2021: $13.7 million and $41.0 million);

· Operating cash flows of $9.5 million and $25.5 million for the three and nine months ended September 30, 2022 (2021: $9.3 million and $31.6 million);

· Operating cash flows, excluding working capital changes, of $12.6¹ million and $32.7¹ million for the three and nine months ended September 30, 2022 (2021: $9.7¹ million and $28.0¹ million);

· Cash operating margin of $1,534¹ and $1,613¹ per GEO for the three and nine months ended September 30, 2022 (2021: $1,616¹ and $1,602¹);

· Average cash cost of $171¹ and $197¹ per GEO for the three and nine months ended September 30, 2022 (2021: $164¹ and $194¹);

· Net income of $3.3 million and $9.5 million for the three and nine months ended September 30, 2022 (2021: $2.8 million and $21.3 million); and

· Adjusted net income of $5.0¹ million and $13.8¹ million for the three and nine months ended September 30, 2022 (2021: $4.7¹ million and $13.4¹ million).

Maverix and Triple Flag to Combine

On November 10, 2022, the Company announced that it had entered into a definitive agreement (the “Agreement”) with Triple Flag Precious Metals Corp. (“Triple Flag”) in which Triple Flag will acquire all the issued and outstanding common shares of Maverix pursuant to a Plan of Arrangement (the “Transaction”), positioning Triple Flag as the leading emerging senior streaming and royalty company.

¹ Refer to section on non-IFRS and other measures of this MD&A.

3

Pursuant to the Transaction, the Company’s shareholders may elect to receive either $3.92 in cash or 0.360 of a Triple Flag share per Maverix share held, representing share consideration of $3.92 per Maverix share based on the closing price of Triple Flag shares on November 9, 2022 of $10.89. The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share.

Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved Plan of Arrangement under the Canada Business Corporations Act, and will require the approval of at least (i) 66 22/3% of the votes cast be shareholders of Maverix at a special meeting and (ii) if required, minority shareholder approval in accordance with Multilateral Instrument 61-101.

Completion of the Transaction is also subject to regulatory and court approvals and other customary closing conditions. The Agreement includes customary provisions, including non-solicitation by Maverix of alternative transactions, a right of Triple Flag to match superior proposals and an approximately $24 million termination fee, payable under certain circumstances. Subject to receiving requisite court approval, the special meeting of shareholders of Maverix is expected to be held in early January 2023 and the Transaction is also expected to close in January 2023.

United Nations Global Compact

Maverix has joined the United Nations Global Compact (the “UN Global Compact”), the world’s largest corporate sustainability initiative. Formed in 2000, the UN Global Compact comprises over 17,000 companies across 177 countries. As a participant, Maverix has voluntarily committed to align its operations and strategy with the ten universally accepted principles in the areas of human rights, labour, environment, and anti-corruption, and to take action to support the broader UN Global Compact goals, including the Sustainable Development Goals.

The UN Global Compact provides members with a principle-based framework, best practices, resources and networking events with a goal to strengthen corporate sustainability practices for the betterment of society.

Joining the UN Global Compact is an important part of Maverix’s focus on sustainability in its strategy and operations.

4

Acquisition of Royalty Portfolio from Barrick

In September 2022, the Company acquired a portfolio of 22 royalties from Barrick Gold Corporation (“Barrick”) (the “Barrick Royalty Portfolio”).

As consideration for the transaction, the Company agreed to total upfront cash consideration of $50.0 million, subject to any right of first refusal or buydown rights under certain of the royalties, and contingent consideration of up to $10.0 million. On September 26, 2022, Skeena Resources Ltd. (“Skeena”) announced that it exercised its right to repurchase 0.5% of the 1.0% NSR royalty on the Eskay Creek project from Barrick for a payment of C$17.5 million. The remaining 0.5% NSR royalty is not subject to any further reductions. As a result of Skeena’s exercise of its repurchase right, the Company’s upfront cash payment to Barrick was reduced from $50.0 million to $37.2 million on closing.

The Barrick Royalty Portfolio includes the following royalties:

Asset	Location	Operator	Status	Royalty Interest
Eskay Creek	Canada	Skeena Resources	Development	0.5% NSR
Bullfrog Gold	USA	Augusta Gold	Development	2.0% NSR (1)
Lagunas Norte	Peru	Boroo Pte	Development	2.0% NSR (2)
Sanutura (South Houndé)	Burkina Faso	Sarama Resources	Development	1.0% - 2.0% NSRs (3)
Central Musgrave	Australia	NiCo Resources	Exploration	1.5% NSR
Maitland	USA	Dakota Gold	Exploration	2.5% NSR
Cose	Argentina	Pan American Silver	Operating	2.5% NSR
Euro (Laverton)	Australia	Focus Minerals	Development	55.18% of $10/oz (4)
Bulletin (Bardoc)	Australia	St Barbara	Development	66.7% of A$2.00/t gold ore
Ethiunda (Honeymoon)	Australia	Boss Energy	Development	1.5% – 3.5% NSR (5)
Hopewell (Kokomo/Sconi)	Australia	Australian Mines	Development	A$1.00 – $2.00/t ore (6)
Colosseum	USA	Dateline Resources	Exploration	2.5% NSR
Biddy Well	Australia	Northern Star Resources	Exploration	1.0% NSR
Camelback Bore	Australia	Glencore	Exploration	A$0.20/t of Ni laterite ore (7)
Eva Cobar (Coronation Hill)	Australia	UAU Pty	Exploration	45% of 2.0% NSR (8)
Lone Star (Giants Reef)	Australia	Emmerson Resources	Exploration	1.0% NSR (9)
Musgrave	Australia	Power Minerals	Exploration	1.5% NSR
Orban	Australia	Evolution Mining	Exploration	20% – 25% NPI or A$0.50 – A$1.25/t ore (10)
Nipisi Area	Canada	Canadian Natural Resources	Exploration	1.0% – 2.5% GORR (11)
El Toqui	Chile	Laguna Gold	Idle	2.0% NSR (12)
Sunrise	Australia	AngloGold Ashanti	Idle	Variable $/oz (13)

⁽¹⁾ The 2.0% royalty rate is subject to change such that the maximum aggregate royalty on any individual mining claim shall not exceed 5.5% but shall be a minimum 0.5% on any individual mining claim.

⁽²⁾ The 2.0% NSR royalty is on the refractory sulphide ore project (“PMR”) of the Lagunas Norte mine. The royalty terminates after one million ounces of gold has been sold from the PMR and Boroo has the right to buy back the royalty for a cash payment of $16 million before July 1, 2023.

⁽³⁾ A pair of 1.0% - 2.0% NSR royalties on the Tankoro deposit of the Sanutura project. The royalty rate for each royalty is 2.0% when the realized gold price is greater than $1,500 per ounce, 1.5% when the realized gold price is between $1,300 per ounce and $1,500 per ounce, and 1.0% when the realized gold price is less than $1,300 per ounce. Each of the royalties terminates after one million ounces of gold has been sold from the applicable covered areas.

⁽⁴⁾ Royalty takes effect after the first 50,000 gold ounces have been recovered.

⁽⁵⁾ Royalty is 1.5% on tertiary uranium, 3.5% on hard rock uranium and 2.5% on all other minerals.

⁽⁶⁾ Royalty is A$1.00/t on the first 1.0 million tonnes, A$1.50/t on the next 2.0 million tonnes and A$2.00/t thereafter. Cash payment of A$50,000 per annum to payee during the lease term.

⁽⁷⁾ Royalty is capped at 1,750 kt of nickel laterite ore.

⁽⁸⁾ Payees are entitled to A$0.20/kg U₃O₈ (or equivalent) payment on discovery of an indicated mineral resource.

⁽⁹⁾ Royalty is capped at A$825,000 in cumulative royalty payments.

⁽¹⁰⁾ Royalty is the greater of (i) 25% net profits interest (“NPI”) up to 20,000 ounces of gold, 20% NPI thereafter and (ii) A$0.50/t ore (<1 g/t gold) or A$1.25/t ore (>2 g/t gold).

⁽¹¹⁾ Royalty is 1.5% on the first 15,000 Bbl/day and 2.5% on the second 15,000 Bbl/day subject to a cap at 30,000 Bbl/day.

⁽¹²⁾ Royalty does not include lead or zinc.

⁽¹³⁾ Royalty varies based on gold price and sliding scale rate.

5

Sleeping Giant Mine NSR Royalty Acquisition

In September 2022, the Company acquired a 2% NSR royalty interest in the Sleeping Giant Mine located in the Abitibi district in Quebec and operated by Abcourt Mines Inc. (“Abcourt”) for cash consideration of $2.0 million. Abcourt can reduce the NSR royalty by up to 1.0% through cash payments of $2.0 million and $4.0 million before the third and sixth anniversaries of closing the transaction, respectively.

The Sleeping Giant mine is a past-producing, fully permitted underground mine located in the Abitibi district in Quebec with an operating 750 tpd mill located on the property. From 1987 to 2014 the mine produced over one million ounces of gold. Abcourt is preparing the restart of Sleeping Giant with the technical teams who are currently establishing the mining plans from the reserves defined in the 2019 feasibility study. The plan is to rehabilitate the old drifts and raises for a rapid restart at low capital cost. The surface infrastructure, the mill and the tailing storage facility are being maintained and prepared for start-up in 2023. Abcourt is currently working to complete the financial package for the 2023 start-up.

Acquisition of Gold Royalties in Nevada

In March 2022, the Company acquired three royalties on gold projects located in Nevada in exchange for a $5.0 million cash payment. The royalties include:

· A 3.5% to 4% NSR royalty on the Lewis property previously owned by Gold Standard Ventures Corp. (“Gold Standard”) and now owned by Orla Mining Ltd. (“Orla”). The royalty ground covers 367 claims immediately adjacent to the high-quality Phoenix gold mine operated by Nevada Gold Mines, which is a joint venture between Barrick Gold Corporation and Newmont;

· A 4% royalty on 105 claims, covering approximately 846 hectares, including the Dixie Creek prospect, which are currently leased by Orla and form part of the South Railroad project land package; and

· A 4% royalty on two claims near Railroad prospect area, currently leased by Orla, approximately seven kilometres north of the Pinion deposit on Orla’s South Railroad project.

Elevation Prepaid Gold Interest and Loan

In January 2022, the Company entered into a prepaid gold interest agreement with Elevation Gold Mining (“Elevation”). The Company made a cash payment of $6.0 million to Elevation and in return Elevation will provide the Company six quarterly deliveries of certain amounts of gold plus the equivalent amount of gold equal to $1.0 million beginning in March 2022 (the “Elevation Prepaid Gold Interest”). The Company will make ongoing cash payments equal to 5% of the spot gold price for each gold ounce delivered.

In August 2022, the Company entered into a revolving working capital facility with Elevation (the “Elevation Facility”). The Company advanced Elevation $3.0 million upon closing of the Elevation Facility and may advance a further $3.0 million upon request by Elevation but at the discretion of the Company. The Elevation Facility will mature on December 31, 2023, bear interest at 12% per annum and will include certain rights for the Company, including accelerated repayment in certain circumstances, and other terms. Subsequent to September 30, 2022, the Company advanced an additional $1.5 million.

Quarterly Dividend Declared

On November 14, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on December 15, 2022 to shareholders of record as of the close of business on November 30, 2022.

6

Adjusted Outlook for 2022¹

Given the ongoing uncertainty relating to the Company’s Omolon royalty, Maverix is continuing to exclude attributable Omolon GEOs from its outlook for the second half of 2022. Excluding any contribution from the Omolon royalty in the second half, we continue to expect 28,000 to 31,000 attributable GEOs² for 2022.

On November 2, 2022, Polymetal International plc (“Polymetal”) announced that it is on track to meet its full year guidance for fiscal 2022. In Q3, the Omolon mine produced approximately 56,000 ounces of gold and 100,000 ounces of silver. Polymetal announced it has successfully completed the restructuring of its sales channels and started to unwind accumulated inventory. In late Q3, export sales resumed and Polymetal’s management team expects the gap between production and sales to be closed by the end of the year. The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further negative impacts on Polymetal’s ability to continue operation of Omolon and could further inhibit Polymetal’s ability to make payments to the Company. Maverix continues to work with Polymetal to effect payment of royalties from Omolon in a way that does not breach any relevant sanctions.

For more information, please refer to polymetalinternational.com and see the news release dated November 2, 2022.

Portfolio of Royalty, Stream and Other Interests Owned by Maverix

The Company owns over 140 Royalties, Streams and other interests. Maverix has 14 Royalties and Streams that are currently paying, including three in Australia, three in the United States, three in Mexico, two in Canada, and one in each of Honduras, Burkina Faso and Russia. In addition, the Company owns a number of Royalties and Streams on development and exploration/evaluation stage projects in North America, South America, and Australia, amongst others. The Company uses “evaluation stage” to describe exploration stage properties that contain mineralized material and on which operators are engaged in the search for reserves. We do not conduct mining operations on the properties in which we hold Royalty and Stream interests, and we are not required to contribute to capital costs, exploration costs, environmental costs or other operating costs on those properties.

Primary Properties:

The following table summarizes Maverix’s principal Stream and other interests:

Asset	Location	Operator	Status	MMX Attributable Production or Relevant Commodity	MMX Purchase Price
Auramet	USA	Auramet Capital Partners, L.P.	Paying	1,250 ounces plus 2% of dividends paid(1) per quarter	16% of gold spot price
El Mochito	Honduras	Kirungu Corporation	Paying	25% of silver	25% of silver spot price
La Colorada	Mexico	Pan American Silver Corp.	Paying	100% of gold	Lesser of (i) US$650 per ounce and (ii) spot price
Moss	USA	Elevation Gold Mining Corporation	Paying	100% of silver(2)	20% of silver spot price

⁽¹⁾ Amount of gold that is equivalent to all dividends distributed by Auramet International LLC (“Auramet”) on 2% of its shares.

⁽²⁾ After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

¹ Statements made in this section contain forward-looking information. Reference should be made to the “Cautionary Statement on Forward-Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements, please see the “Risk Factors” section in the most recent AIF and Form 40-F available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively.

² Refer to section on non-IFRS and other measures of this MD&A.

7

The following table summarizes Maverix’s principal Royalty interests:

Asset	Location	Operator	Status	Royalty Interest
Beta Hunt	Australia	Karora Resources Inc.	Paying	3.25% GRR, and 1.5% NSR Royalties on all Gold production; and aggregate 1.5% NSR Royalties on all Nickel production
Bullfrog	USA	August Gold Corp.	Development	2.0% NSR Royalty(1)
Camino Rojo	Mexico	Orla Mining Ltd.	Paying	2.0% NSR Royalty
Cerro Blanco	Guatemala	Bluestone Resources Inc.	Development	1.0% NSR Royalty
Converse	USA	Waterton Global Resource Management	Development	5.0% NSR Royalty(2)
DeLamar	USA	Integra Resources Corp.	Development	2.5% NSR Royalty(3)
Eskay Creek	Canada	Skeena Resources Ltd.	Development	0.5% NSR Royalty
Florida Canyon	USA	Argonaut Gold Inc.	Paying	3.0% NSR Royalty
Goldfield	USA	Centerra Gold Inc.	Development	5.0% NSR Royalty(4)
Hasbrouck	USA	West Vault Mining Inc.	Development	1.25% NSR Royalty
Hope Bay	Canada	Agnico Eagle Mines Limited	Development	1.0% NSR Royalty
Karma	Burkina Faso	Néré Mining	Paying	2.0% NSR Royalty(5)
Kensington	USA	Coeur Mining, Inc.	Operating	2.5% NSR Royalty(6)
Koné	Côte d’Ivoire	Montage Gold Corp.	Development	2.0% NSR Royalty
Langunas Norte	Peru	Boroo Pte. Ltd.	Development	2.0% NSR Royalty(7)
McCoy-Cove	USA	i-80 Gold Corp.	Development	3.5% NSR Royalty(8)
Moose River	Canada	St Barbara Limited	Paying	1.0% NSR Royalty(9)
Mt Carlton	Australia	Navarre Minerals Limited	Paying	2.5% NSR Royalty
Norte Abierto	Chile	Barrick Gold Corporation Newmont Corporation	Development	1.25% GRR(10)
Omolon	Russia	Polymetal International plc	Paying	2.5% GRR(11)
Railroad	USA	Orla Mining Ltd.	Development	2.0% NSR Royalty(2)(12)
San Jose	Mexico	Fortuna Silver Mines Inc.	Paying	1.5% NSR Royalty(13)
Sanutura (South Houndé)	Burkina Faso	Sarama Resources Ltd.	Development	1.0% - 2.0% NSR royalties(14)
Silvertip	Canada	Coeur Mining, Inc.	Development	2.5% NSR Royalty
Vivien	Australia	Ramelius Resources Ltd.	Paying	3.5% GRR

⁽¹⁾ The 2.0% royalty rate is subject to change such that the maximum aggregate royalty on any individual mining claim shall not exceed 5.5% but shall be a minimum 0.5% on any individual mining claim.

⁽²⁾ Royalty covers a portion of the existing mineral resource.

⁽³⁾ NSR royalty covers a portion of the existing resource and decreases to a 1.0% NSR Royalty after CAD$10 million in royalties have been paid.

⁽⁴⁾ Royalty applies to the Gemfield deposit.

⁽⁵⁾ Royalty applies to 85.5% of total production.

⁽⁶⁾ NSR royalty not payable until after a recoupment period.

⁽⁷⁾ The 2.0% NSR royalty is on the refractory sulphide ore project (“PMR”) of the Lagunas Norte mine. The royalty terminates after one million ounces of gold has been sold from the PMR and Boroo Pte. Ltd. has the right to buy back the royalty for a cash payment of $16 million before July 1, 2023.

⁽⁸⁾2.0% of the NSR royalty only covers a portion of the deposit.

⁽⁹⁾ Royalty applies to the Touquoy deposit.

⁽¹⁰⁾ Royalty applies to 25% of gross revenues from all metals sold from Cerro Casale and Quebrada Seca. Payment commences after $10.0 million is payable under the agreement.

⁽¹¹⁾ Please refer to the Adjusted Outlook and Portfolio of Royalty, Stream and Other Interests and Critical Accounting Judgements and Estimates sections of this MD&A for further information.

⁽¹²⁾ In June 2022, Orla Mining Ltd. (“Orla”) and Gold Standard announced they had entered into a definitive agreement whereby Orla will acquire all of the issued and outstanding shares of Gold Standard.

⁽¹³⁾ Royalty applies to the Taviche Oeste concessions.

⁽¹⁴⁾ A pair of 1.0% - 2.0% NSR royalties on the Tankoro deposit of the Sanutura project. The royalty rate for each royalty is 2.0% when the realized gold price is greater than $1,500 per ounce, 1.5% when the realized gold price is between $1,300 per ounce and $1,500 per ounce, and 1.0% when the realized gold price is less than $1,300 per ounce. Each of the royalties terminates after one million ounces of gold has been sold from the applicable covered areas.

8

Portfolio Updates - Paying and Operating Assets:

Omolon (2.5% GRR)

During the first nine months of 2022, Omolon has produced approximately 137,000 ounces of gold and 400,000 ounces of silver. The Omolon mine has experienced an increase in its costs due to the need to shift to suboptimal equipment supply sources, coupled with inflationary pressures and accelerated procurement of equipment and spare parts. At the Omolon mine, total cash costs increased 20% year over year, on the back of lower sales, and a planned grade decline at the Kubaka mill. At the heap leap facility, stacking volumes decreased due to rehandling of the previously stacked ore, while grade was lower according to the mine plan due to the depletion of the Birkachan heap leach ore reserves. As noted previously in the Adjusted Outlook section, Polymetal’s management team expects the gap between production and sales to be closed by the end of the year.

Polymetal has stated that sanctions announced between March 9, 2022, and June 23, 2022, did not have a material impact on its business and it complies rigorously with all relevant legislation and is implementing comprehensive measures to observe all applicable international sanctions. As of September 22, 2022, Polymetal stated none of its group entities, nor its significant shareholders were currently subject to any specific sanctions. Polymetal has cautioned the scope and impact of any new potential sanctions or counter sanctions are yet unknown and contingency planning has been initiated to maintain business continuity. Polymetal believes that targeted sanctions on the company remain unlikely but are not impossible.

For more information, please refer to polymetalinternational.com and see the news releases dated June 23, 2022, September 22, 2022, and November 2, 2022.

Camino Rojo (2% NSR)

Orla announced gold production of 28,876 ounces from Camino Rojo for the third quarter 2022, and 77,580 ounces year to date. Camino Rojo’s processing throughput for the third quarter averaged 19,200 tonnes per day (“tpd”), exceeding nameplate capacity of 18,000 tpd. Orla also increased its 2022 gold production guidance to 100,000 to 110,000 ounces from 90,000 to 100,000 ounces.

For more information, please refer to orlamining.com and see the news release dated October 11, 2022.

Beta Hunt (4.75% Gold Royalty + 1.5% Nickel Royalty)

Karora Resources Inc. (“Karora”) announced the development of the second decline at Beta Hunt is rapidly advancing and Karora expects it to be functioning by the end of the second quarter of 2023, significantly ahead of the original schedule. The Beta Hunt expansion represents the backbone of Karora's growth plan and is expected to approximately double the production capacity of the mine.

Karora has also announced two significant new developments resulting from wide-spaced gold exploration drilling at Beta Hunt. The second set of strong gold drill results from the new Mason Zone supports Karora’s interpretation of a significant gold mineralized system parallel to and west of the Larkin Zone and continues to provide confidence in the development of the Mason Zone into a significant new mining opportunity. In addition, Western Flanks deep drilling has now intersected Main Shear mineralization up to 250 metres below the current mineral resource at the southern end of the zone at higher grades than the current resource. Western Flanks is Beta Hunt’s largest shear zone and these results provide more confidence for the expansion of the key resource asset in support of Karora’s growth plan.

Additionally, Karora announced a positive nickel preliminary economic assessment (“PEA”) for Beta Hunt which outlines an eight-year mine life to produce a total of 9,435 tonnes of payable nickel with significant potential for both expansion and mineral resource additions. Karora expects nickel production to ramp up significantly from current production levels beginning in 2023. Beta Hunt was previously a primary nickel mine for over 40 years and produced over 60,000 tonnes of nickel from an exceptionally large nickel resource system.

For more information, please refer to karoraresources.com and see the news releases dated August 12, 2022, October 13, 2022, and October 25, 2022.

9

Mt. Carlton (2.5% NSR)

On October 27, 2022, Navarre Minerals Ltd. (“Navarre”) announced that it had received notification from the Queensland Government of the final approval for an amendment to Mt Carlton’s Environmental Authority which allows for commencement of mining operations at the Mt Carlton United (“MCU”) gold-silver-copper deposit, located approximately 4 kilometres from the Mt Carlton processing facility. This approval is a significant milestone, securing the last hurdle to enable mining activities to proceed immediately, with first ore from the project expected to be delivered to the Mt Carlton processing facility in December 2022. The higher-grade material at MCU will provide the underlying driver for the improvement in production and costs. The MCU project is one of five potential satellite open pit deposits identified within the tenement package included in Navarre’s acquisition of the Mt Carlton operation in October 2021. Since acquiring Mt Carlton, Navarre’s commitment to invest in resource definition and exploration drilling has resulted in significant growth of the Mt Carlton mineral inventory, particularly at MCU.

For more information, please refer to navarre.com.au and see the news release dated October 27, 2022.

Moss (100% Silver Stream)

On October 31, 2022, Elevation Gold Mining Corp. (“Elevation”) announced the results from its recently completed reverse circulation resource definition and expansion drilling program at its Moss mine, which continues to demonstrate the high expansion potential of the mine. Recent drilling in the West Pit and Center Pit continued to intersect multiple stockwork vein zones in the hanging and footwalls to the main Moss and Ruth Veins confirming broadening of the system to the west and the presence of significant gold in the Ruth Vein beneath the Center Pit. A new reverse circulation drilling program will begin in November 2022 to further test mineralization near Center Pit and West Pit.

For more information, please refer to elevationgold.com and see the news release dated October 31, 2022.

Significant Portfolio Updates - Development and Exploration Assets:

Eskay Creek (0.5% NSR)

Skeena announced drilling results from its 2022 regional and near mine exploration programs at the Eskay Creek gold-silver project located in the Golden Triangle of British Columbia. Infill drilling successfully confirmed the continuity of gold-silver mineralization in the 23 Zone and has expanded mineralization to surface intersecting 1.13 grams per tonne (“g/t”) gold and 6.6 g/t silver over 96.02 metres. Drilling at the 21A West Zone continued to build upon the in-pit mineralization discovered in 2021, which intersected high-tenor gold mineralization averaging 8.78 g/t gold and 13 g/t silver over 34 metres, recently expanded by a 2022 drill hole. Additionally, in the 21A West Zone, a very wide interval of continuous dacite hosted gold-silver mineralization was intersected grading 1.12 g/t gold and 4.7 g/t silver over 109.82 metres. This new occurrence of feeder style mineralization occurs 150 metres vertically below surface and below the current engineered pit. Due to the lack of historical drilling in this portion of the 21A Zone, the area was considered as barren waste rock for the 2022 resource estimate and feasibility study, which outlined an initial 9-year mine life with average annual production of 269,000 ounces gold and 7,412,000 ounces silver. Skeena is currently performing expansion and infill drilling with six helicopter supported drill rigs with the focus to expedite not only the organic growth of open pittable resources in the 23, 21A West and 22 Zones, but to infill these new zones for ultimate conversion to probable reserves.

For more information, please refer to skeenaresources.com and see the news releases dated September 8, 2022, October 18, 2022 and October 25, 2022.

South Railroad (2% NSR)

Orla announced it had completed the previously announced acquisition of Gold Standard. Gold Standard’s key asset is the high-quality, open pit, heap leach South Railroad project located in the prolific Carlin trend in Nevada. A feasibility study completed in February 2022 outlined a 10.5-year mine life with total gold production of over one million ounces and average annual gold production of 124,000 ounces. Permitting activities at South Railroad are currently underway and Orla is continuing the 2022 sulphide exploration program started by Gold Standard as well as increasing exploration spending by $1.5 million to accelerate the upgrade and definition of new oxide resources.

For more information, please refer to orlamining.com and see the news releases dated August 12, 2022 and September 12, 2022.

10

Hope Bay (1% NSR)

On October 26, 2022, Agnico Eagle Mines Limited (“Agnico Eagle”) announced that exploration drilling at Hope Bay totaled 76,200 metres during the first nine months of 2022 and it is anticipated that approximately 100,000 metres will be completed in 2022. Most of this drilling was done at Doris, where three drill rigs are currently operating at surface and three rigs operating underground. Recent results continue to confirm and extend high-grade mineralization at depth. At Madrid, drilling continues to ramp up with two rigs now operating on surface. A second drill contractor has been mobilized to site to increase drilling capacity moving forward. Farther south in the Hope Bay belt at the Boston deposit, camp refurbishment has been completed and the site is ready for exploration drilling in 2023.

For more information, please refer to agnicoeagle.com and see the news release dated October 26, 2022.

Fenn-Gib (1% - 2.5% NSR)

Mayfair Gold Corp. (“Mayfair”) announced an increase of the mineral resources at the Fenn-Gib gold project located in the Timmins region of Ontario. The Fenn-Gib deposit now hosts open-pit indicated resources of approximately 118.1 million tonnes at 0.81 g/t gold containing approximately 3.1 million ounces of gold and inferred resources of approximately 13.8 million tonnes at 0.70 g/t gold containing approximately 0.3 million ounces of gold. Mayfair also announced a maiden underground inferred resource of 1.0 million tonnes at 3.22 g/t gold containing 0.1 million ounces of gold. The updated mineral resource estimate includes assay results up to July 31, 2022, accounting for approximately 67,000 metres of the planned 110,000 metre drill program. The remaining infill and expansion drill program is ongoing with gold mineralization continuing to be intersected in all holes reported to date. Based on the continuing success, Mayfair expects to declare a further resource update in the second quarter of 2023 on completion of the drill program and Mayfair believes the potential exists for a further significant increase in the Fenn-Gib resource.

For more information, please refer to mayfairgold.ca and see the news releases dated October 18, 2022.

Lagunas Norte (2% NSR)

The CEO of Boroo Pte Ltd. (“Boroo”), Dulguun Erdenebaatar, spoke at The Executive Spotlight at PDAC 2022 event providing an update on Boroo, its development projects and future plans to expand the Lagunas Norte mining operation in Peru and the pre-feasibility results for the refractory sulphide ore project (“PMR”), where Maverix has its royalty. The PMR project has current reserves of 29.7 million tonnes at an average gold grade of 2.5 g/t gold containing 2.4 million ounces of gold. When complete, the PMR project is expected to produce 170,000 to 200,000 ounces of gold per year over a 10-year life.

For more information, please refer to boroomc.com.sg and see the news release dated August 19, 2022.

Cerro Blanco (1% NSR)

Bluestone Resources Inc. (“Bluestone”) announced the results of a feasibility study on its flagship Cerro Blanco project in Guatemala. The feasibility study outlined a robust, high-grade operation with average annual production of 241,000 ounces of gold over the first 10 years of operation and an initial mine life of 14 years with additional opportunities to extend the mine life given the extensive exploration potential of the land package.

For more information, please refer to bluestoneresources.ca and see the news release dated February 22, 2022.

11

McCoy-Cove (3.5% NSR)

i-80 Gold Corp. (“i-80”) announced that the underground, advanced-exploration, program at the McCoy-Cove project is progressing according to plan. The Cove mine portal has been collared and more than 300 metres of the decline has been constructed. The Phase 1 program will include the construction of an initial level with multiple drill bays to provide access for upgrading resources. Approximately 40,000 metres of underground definition and expansion drilling is anticipated to commence in Q4 2022 followed by a feasibility study anticipated to be completed in 2023.

For more information, please refer to i80gold.com and see the news release dated July 21, 2022.

Silvertip (2.5% NSR)

Coeur Mining Inc. (“Coeur”) announced that work has commenced to assess the economics of a potentially larger expansion and restart of the high-grade Silvertip property in British Columbia. The review is evaluating the potential to target a higher throughput to take advantage of the significant resource growth and on a timetable that would sequence an expansion and restart following completion and commissioning of the Rochester mine expansion. Results from this ongoing work are expected by the end of the year.

Coeur continues to generate positive results from ongoing exploration as highlighted by the silver, zinc and lead measured and indicated resources increasing year-over-year by approximately 51%, 33% and 44%, respectively. Silver, zinc and lead inferred resources also grew by 48%, 37% and 40%, respectively, during the same period. A total of approximately 102,275 metres were drilled in 2021 and up to seven core drill rigs were active during the fourth quarter (five on surface and two underground) focused on expansion drilling at southern portions and deeper extensions of the Southern Silver, Discovery South and Camp Creek zones. In 2022, Coeur plans to continue the resource growth program and follow up drilling activity on the newly discovered zones. Recently, surface and underground drilling led to the discovery of a new high-grade chimney west of the Camp Creek resource located at a shallower depth, called Camp Creek West.

Given the ongoing impressive drill results at Silvertip, Coeur plans to invest additional capital to accelerate activity during the second half of the year. For 2022, capital expenditures are now expected to be approximately $28-36 million (previously $18-24 million). The revised figures reflect increased underground development and infill drilling.

For more information, please refer to coeur.com and see the news releases dated February 16, 2022, April 28, 2022, and August 3, 2022.

12

Summary of Quarterly Results

Quarter Ended (in thousands of USD, except for GEO and per share amounts)	September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021
Statement of Income and Comprehensive Income
Royalty revenue	$	8,093	$	5,623	$	6,866	$	12,031
Sales		8,217		8,574		7,788		4,454
Total revenue		16,310		14,197		14,654		16,485
Net income		3,253		2,755		3,523		2,766
Basic earnings per share		0.02		0.02		0.02		0.02
Diluted earnings per share	$	0.02	$	0.02	$	0.02	$	0.02
Cash flow from operating activities	$	9,491	$	7,983	$	8,019	$	11,634
Dividends declared per share	$	0.0125	$	0.0125	$	0.0125	$	0.0125
Non-IFRS and Other Measures1
Adjusted net income	$	4,950	$	4,038	$	5,661	$	3,734
Adjusted basic earnings per share	$	0.03	$	0.03	$	0.04	$	0.03
Total GEOs sold		9,567		7,649		7,738		9,173
Average realized gold price per GEO	$	1,705	$	1,856	$	1,894	$	1,797
Average cash cost per GEO		171		236		190		100
Cash operating margin per GEO		1,534		1,620		1,704		1,697
Cash flow from operating activities, excluding changes in non-cash working capital	$	12,597	$	9,596	$	10,549	$	13,017
Statement of Financial Position
Total assets	$	433,853	$	395,545	$	394,586	$	392,535
Total non-current liabilities	$	54,675	$	19,687	$	18,797	$	17,811

Quarter Ended (in thousands of USD, except for GEO and per share amounts)	September 30, 2021		June 30, 2021		March 31, 2021		December 31, 2020
Statement of Income and Comprehensive Income
Royalty revenue	$	7,983	$	7,999	$	6,883	$	10,140
Sales		5,675		6,310		6,197		6,429
Total revenue		13,658		14,309		13,080		16,569
Net income		2,829		3,708		14,769		5,346
Basic earnings per share		0.02		0.03		0.10		0.04
Diluted earnings per share	$	0.02	$	0.03	$	0.10	$	0.04
Cash flow from operating activities	$	9,278	$	8,813	$	13,479	$	7,746
Dividends declared per share	$	0.0125	$	0.0125	$	0.01	$	0.01
Non-IFRS and Other Measures1
Adjusted net income	$	4,709	$	3,739	$	4,959	$	6,282
Adjusted basic earnings per share	$	0.03	$	0.03	$	0.04	$	0.05
Total GEOs sold		7,671		7,880		7,302		8,836
Average realized gold price per GEO	$	1,780	$	1,816	$	1,791	$	1,875
Average cash cost per GEO		164		197		223		184
Cash operating margin per GEO		1,616		1,619		1,568		1,629
Cash flow from operating activities, excluding changes in non-cash working capital	$	9,682	$	9,313	$	8,998	$	11,474
Statement of Financial Position
Total assets	$	400,550	$	367,068	$	362,047	$	379,607
Total non-current liabilities	$	27,024	$	3,134	$	1,882	$	32,000

¹ Refer to section on non-IFRS and other measures of this MD&A.

13

Changes in sales, net income and cash flow from operating activities from quarter to quarter are affected primarily by fluctuations in production at the underlying mines, the timing of shipments, changes in the price of commodities, as well as acquisitions of Royalties, Streams and prepaid gold and other interests and the commencement of operations of mines under construction. For more information, refer to the quarterly commentary below.

Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

For the three months ended September 30, 2022, the Company had net income of $3.3 million and cash flow from operations of $9.5 million compared with net income and cash flow from operations of $2.8 million and $9.3 million for the three months ended September 30, 2021. The increase in net income and similar cash flows were attributable to a combination of factors including:

· Increase in revenue and cash flows of $1.0 million and $0.9 million from the Camino Rojo mine as commercial production was declared effective April 1, 2022;

· The Company entered into prepaid gold agreements with Auramet in September 2021 and Elevation in January 2022, which provided an increase in sales and cash flows of $1.9 million and $0.9 million, respectively. The sales for the Auramet prepaid gold interest included approximately 500 GEOs¹ from the Company’s entitlement to an amount of gold that is the equivalent of 2% of all dividends distributed by Auramet. In addition, a $1.2 million gain on the change in fair value of the prepaid gold interests was recognized in net income for the three months ended September 30, 2022;

· Increase in revenue and decrease in cash flows of $1.7 million and $0.6 million, respectively, from Omolon as restrictions limiting gold shipments in the second quarter were alleviated later in the third quarter which allowed for partial sales of inventory built up from the second quarter;

· Increase in sales and cash flows of $0.3 million and $0.2 million from La Colorada as the mine experienced ventilation constraints which impacted development and mining rates during 2021; and

· Increase in sales and cash flows of $0.4 million and $0.3 million from the Moss mine due to higher-grade ore being sourced from the East Pit beginning at the end of June 2022.

Partially offset by:

· Decrease in revenue of $0.9 million at Beta Hunt primarily due to recognition of deferred revenue of $0.8 million during the three months ended September 30, 2021;

· Decrease in revenue and cash flow of $0.6 million and $0.7 million, respectively, from the Karma mine as operations were suspended at the beginning of June 2022 due to a security incident at the mine;

· Net income was reduced in 2022 by non-cash cost of sales of $3.5 million due to the inventory received from the Company’s prepaid gold interests being recorded at fair value, with the difference between the fair value of the gold on the delivery date less the ongoing cost of purchasing the gold being recognized as a non-cash partial settlement of the prepaid gold interests;

· Decrease in net income of $1.2 million due to the increase in depletion expense from higher GEOs during the most recent quarter; and

· A 4% decrease in the average realized gold price per GEO.

¹ Refer to section on non-IFRS and other measures of this MD&A.

14

For the three months ended September 30, 2022, the Company had total revenue of $16.3 million and GEOs of 9,567¹ compared with total revenue of $13.7 million and GEOs of 7,761¹ for the three months ended September 30, 2021.

The following table summarizes the Company’s total revenues and GEOs for the three months ended September 30, 2022 and 2021:

		Three months ended September 30, 2022						Three months ended September 30, 2021
(in thousands of USD, except for GEO amounts)	Primary Product	Royalty Revenue ($)		Sales ($)		GEOs1		Royalty Revenue ($)		Sales ($)		GEOs1
Auramet	Gold		-		2,857		1,750		-		2,166		1,250
Beta Hunt	Gold		1,805		-		1,044		2,706		-		1,512
Camino Rojo	Gold		979		-		566		-		-		-
El Mochito	Silver		-		1,791		1,036		-		1,744		975
El Peñón	Gold		70		-		40		-		-		-
Elevation	Gold		-		1,171		703		-		-		-
Florida Canyon	Gold		596		-		345		809		-		452
Karma	Gold		-		-		-		632		-		353
La Colorada	Gold		-		983		577		-		707		394
Moose River	Gold		185		-		106		207		-		116
Moss	Silver		-		1,415		819		-		1,058		592
Mt Carlton	Gold		268		-		156		919		-		513
Omolon(1)	Gold		-		-		-		1,152		-		644
Recuperada	Silver		137		-		80		-		-		-
San Jose	Silver		469		-		272		629		-		351
Vivien	Gold		467		-		270		552		-		309
Other	Various		224		-		130		377		-		210
Consolidated subtotal			5,200		8,217		7,894		7,983		5,675		7,671
Omolon H2 2022	Gold		2,893		-		1,673		-		-		-
Consolidated total			8,093		8,217		9,567		7,983		5,675		7,671

(1) Excludes royalty revenue and GEOs accrued subsequent to June 30, 2022 (“H2 2022”).

Q3 2022 Total Revenue by Region	Q3 2021 Total Revenue by Region
Q3 2022 GEOs1 by Product	Q3 2021 GEOs1 by Product

¹ Refer to section on non-IFRS and other measures of this MD&A.

² Other includes revenues generated from mines located in Russia, Honduras, Chile, Peru and Burkina Faso.

15

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

For the nine months ended September 30, 2022, the Company had net income of $9.5 million and cash flow from operations of $25.5 million compared with net income and cash flow from operations of $21.3 million and $31.6 million for the nine months ended September 30, 2021. The decrease in net income and cash flows were attributable to a combination of factors including:

· During the nine months ended September 30, 2021, an $11.0 million gain was recognized in net income related to the partial buyback of the Company’s Hope Bay royalty interest. Upon the buyback, there was also an increase in working capital of $2.5 million from the receipt of previously deferred royalty receivable amounts due which increased cash flow from operations. Revenue from Hope Bay decreased by $1.0 million compared with the prior period as production was paused in late 2021 to focus on exploration activities to develop an optimal production strategy;

· A one-time $2.4 million revaluation adjustment was recognized in net income during the nine months ended September 30, 2021 from the conversion of a convertible debenture into an additional 5% silver Stream on the El Mochito mine;

· Decrease in revenue and cash flows of $2.8 million and $3.1 million at Beta Hunt due to a royalty amendment completed in September 2020 which reduced the aggregate royalty from 7.5% to 4.75%. During the nine months ended September 30, 2021, the Company received $2.5 million of cash flow associated with the remaining amounts that were owing under the Beta Hunt royalty amendment and revenue included the recognition of $2.5 million in deferred revenue related to the royalty amendment;

· Decrease in revenue and cash flows of $2.7 million and $2.6 million from El Mochito due to lower silver grades currently being mined in addition to lower silver prices compared with the comparable period;

· Decrease in sales and cash flows of $1.0 million and $0.8 million, respectively, from the Moss mine due to the transition from the Phase 2 leach pad to the Phase 3 leach pad and lower silver grades being mined in the West Pit prior to June 2022 when they began mining higher grade ore from the East Pit;

· Decrease in cash flows of $3.6 million from Omolon as a result of restrictions in the second quarter which forced Polymetal to reduce shipments of gold creating a gap between sales and production discussed previously;

· Decrease in revenue and cash flow of $1.2 million and $1.2 million, respectively, from the Karma mine as operations were suspended at the beginning of June 2022 due to a security incident at the mine;

· Decrease in revenue and cash flow of $1.1 million and $0.4 million, respectively, from the Mt Carlton mine as the new owner, Navarre Minerals has sourced mining production entirely from the V2 open pit, whereas the previous owner of the mine was mining both in the open pit and in higher grade underground ore; and

· Net income was reduced in 2022 by non-cash cost of sales of $10.2 million due to the inventory received from the Company’s prepaid gold interests being recorded at fair value, with the difference between the fair value of the gold on the delivery date less the ongoing cost of purchasing the gold being recognized as a non-cash partial settlement of the prepaid gold interests. Cash flow from operations was reduced by $1.5 million in 2022 from the cost of acquiring the gold under the Company’s prepaid gold interests.

16

Partially offset by:

· The Company entered into prepaid gold agreements with Auramet in September 2021 and with Elevation in January 2022, which provided an increase in sales and cash flows of $9.6 million and $7.6 million, respectively. In addition, a $4.7 million gain on the change in fair value of the prepaid gold interests was recognized in net income for the nine months ended September 30, 2022;

· Increase in revenue and cash flows of $2.7 million and $1.8 million from the Camino Rojo mine as commercial production was declared effective April 1, 2022;

· Increase in revenue of $1.9 million from Omolon as a result of the Company increasing and expanding its effective interest to a 2.5% GRR that covers all licenses currently comprising the Omolon mine and timing of receipt of royalty income; and

· A decrease in deferred income tax expense of $2.1 million compared to the prior period due to the tax consequences associated with the partial buyback of the Hope Bay royalty interest and the conversion of the convertible debenture into an additional 5% silver Stream on the El Mochito mine during 2021.

17

For the nine months ended September 30, 2022, the Company had total revenue of $45.2 million and GEOs of 24,953¹ compared with total revenue of $41.0 million and GEOs of 22,853¹ for the nine months ended September 30, 2021.

The following table summarizes the Company’s total revenues and GEOs for the nine months ended September 30, 2022 and 2021:

		Nine months ended September 30, 2022						Nine months ended September 30, 2021
(in thousands of USD, except for GEO amounts)	Primary Product	Royalty Revenue ($)		Sales ($)		GEOs1		Royalty Revenue ($)		Sales ($)		GEOs1
Auramet	Gold		-		8,169		4,571		-		2,166		1,250
Beta Hunt	Gold		5,049		-		2,775		7,864		-		4,368
Camino Rojo	Gold		2,708		-		1,489		-		-		-
El Mochito	Silver		-		4,336		2,394		-		7,003		3,885
El Peñón	Gold		105		-		59		-		-		-
Elevation	Gold		-		3,557		1,979		-		-		-
Florida Canyon	Gold		1,966		-		1,076		2,260		-		1,256
Karma	Gold		837		-		447		2,083		-		1,157
La Colorada	Gold		-		4,017		2,200		-		3,555		1,988
Moose River	Gold		649		-		354		1,025		-		568
Moss	Silver		-		4,500		2,464		-		5,458		3,029
Mt Carlton	Gold		1,178		-		641		2,303		-		1,278
Omolon(1)	Gold		1,537		-		819		2,528		-		1,407
Recuperada	Silver		564		-		307		-		-		-
San Jose	Silver		1,409		-		773		1,894		-		1,052
Vivien	Gold		1,340		-		736		1,705		-		948
Other	Various		347		-		196		1,203		-		667
Consolidated subtotal			17,689		24,579		23,280		22,865		18,182		22,853
Omolon H2 2022	Gold		2,893		-		1,673		-		-		-
Consolidated total			20,582		24,579		24,953		22,865		18,182		22,853

(1) Excludes royalty revenue and GEOs accrued subsequent to June 30, 2022.

2022 YTD Total Revenue by Region	2021 YTD Total Revenue by Region
2022 YTD GEOs1 by Product	2021 YTD GEOs1 by Product

¹ Refer to section on non-IFRS and other measures of this MD&A.

² Other includes revenues generated from mines located in Russia, Honduras, Chile, Peru and Burkina Faso.

18

For the Three Months Ended September 30, 2022 Compared to Other Quarters Presented

When comparing net income of $3.3 million and cash flow from operations of $9.5 million for the three months ended September 30, 2022 with net income and operating cash flows for other quarters presented in the table of Summary of Quarterly Results above, the following items impact comparability of the analysis:

· Revenue and cash flows of $1.0 million and $0.9 million during the three months ended September 30, 2022 from Camino Rojo as commercial production was declared effective April 1, 2022;

· The Company entered into prepaid gold agreements with Auramet in September 2021 and Elevation in January 2022, which have provided additional sales and cash flows from operations and non-cash changes in fair value adjustments since the dates of acquisition;

· In October 2021, the Company increased and expanded its effective interest to a 2.5% GRR that covers all licenses currently comprising the Omolon mine and received a one-time bonus royalty of $3.2 million based on the fourth quarter 2021 production at the Omolon mine;

· An $11.0 million gain recognized in net income during the three months ended March 31, 2021 for the partial buyback of the Hope Bay royalty interest;

· An increase in working capital of $2.5 million from previously deferred amounts for a portion of the Hope Bay royalty revenue and $2.5 million of the remaining amount owed under the Beta Hunt royalty amendment completed in September 2020 received during the three months ended March 31, 2021;

· A $2.4 million revaluation adjustment recognized during the three months ended March 31, 2021 from the conversion of the convertible debenture into an additional 5% silver Stream on the El Mochito mine;

· In September 2020, the company completed an amendment of our Beta Hunt royalty interest. As part of the amendment, the Company recognized deferred revenue of $5.0 million, of which a portion was amortized into royalty revenue during 2021; and

· The Company recognized an increase in net income of $2.9 million due to revaluation of warrants held during the three months ended December 31, 2020.

Change in Total Assets

Total assets increased by $38.3 million from June 30, 2022 to September 30, 2022 primarily resulting from the acquisition of the Barrick Royalty Portfolio and certain investments. The increase in total assets was partially offset by depletion of the Company’s royalty, stream and other interests.

Total assets increased by $1.0 million from March 31, 2022 to June 30, 2022 primarily resulting from accrued royalty income and sales during the period and a $2.0 million change in fair value of the Company’s prepaid gold interests. The increase in total assets was partially offset by depletion of the Company’s royalty, stream and other interests.

Total assets increased by $2.1 million from December 31, 2021 to March 31, 2022 primarily resulting from accrued royalty income and sales during the period and a $1.5 million change in fair value of the Company’s prepaid gold interests. The increase in total assets was partially offset by depletion of the Company’s royalty, stream and other interests.

Total assets decreased by $8.0 million from September 30, 2021 to December 31, 2021 primarily resulting from the $11.0 million repayment of the Company’s credit facility and depletion of the Company’s royalty, stream and other interests. The decrease in total assets was partially offset by royalty revenue and sales and the proceeds from the exercise of warrants.

19

Total assets increased by $33.5 million from June 30, 2021 to September 30, 2021 primarily resulting from the acquisition of the Auramet prepaid gold interest, which was financed by drawing $23.5 million on our credit facility and cash on hand and the proceeds from the exercise of warrants and options. The net increase in total assets from the acquisition of the Auramet prepaid gold interest was partially offset by the cash consideration paid from the Company’s cash on hand and depletion of the Company’s royalty, stream and other interests.

Total assets increased by $5.0 million from March 31, 2021 to June 30, 2021 primarily resulting from the acquisition of a royalty portfolio from Pan American, which was financed by the issuance of common shares of the Company and a cash payment of $7.0 million. The net increase in total assets from the acquisition of the royalty portfolio from Pan American was partially offset by the cash consideration paid of $7.0 million and depletion of the Company’s royalty, stream and other interests.

Total assets decreased by $17.6 million from December 31, 2020 to March 31, 2021 primarily resulting from the $32.0 million repayment of the Company’s credit facility, the decrease in the Hope Bay royalty interest from the partial buyback, and depletion of the Company’s royalty, stream and other interests. The decrease in total assets was partially offset from the $50.0 million received from the partial buyback of the Hope Bay royalty interest.

Non-IFRS and Other Measures

The Company has included, throughout this document, certain performance measures, including (i) adjusted net income and adjusted basic earnings per share, (ii) average realized gold price per GEO, (iii) average cash cost per GEO, (iv) cash operating margin per GEO, and (v) operating cash flows excluding changes in non-cash working capital. The presentation of these non-IFRS and other measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS and other measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.

i. Adjusted net income and adjusted basic earnings per share are calculated by excluding the effects of the non-cash cost of sales related to the prepaid gold interests, non-cash change in fair value of the prepaid gold interests, gains/(losses) on sale or amendment of royalty and streams, gains/(losses) on conversion of debentures, other income/expenses, and impairment charges. The Company believes that in addition to measures prepared in accordance with IFRS, certain investors use this information to evaluate the results of the underlying business of the Company. Management believes that this is a useful measure of the Company’s performance because it adjusts for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The table below provides a reconciliation of net income to adjusted net income and presents adjusted earnings per share:

	Three months ended						Nine months ended
(in thousands of USD, except share and per share amounts)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net income	$	3,253		$	2,829		$	9,531		$	21,306
Non-cash cost of sales – prepaid gold interests		3,509			1,816			10,231			1,816
Change in fair value of prepaid gold interests		(1,151	)		-			(4,659	)		-
Gain on royalty transactions		-			-			-			(10,983	)
Gain on conversion of debenture		-			-			-			(2,410	)
Other expense (income)		(34	)		87			254			83
Effect of taxes on adjusting items		(627	)		(23	)		(1,573	)		3,594
Adjusted net income	$	4,950		$	4,709		$	13,784		$	13,406
Divided by:
Basic weighted average number of common shares		147,379,354			144,545,083			147,202,156			142,195,423
Equals:
Adjusted basic earnings per share	$	0.03		$	0.03		$	0.09		$	0.09

20

ii. Average realized gold price per GEO is calculated by dividing the Company’s total revenue by the GEOs sold. The Company presents average realized gold price per GEO as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry that present results on a similar basis. The table below provides a reconciliation of average realized price per GEO:

	Three months ended				Nine months ended
(total revenue presented in thousands of USD)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Total revenue	$	16,310	$	13,658	$	45,161	$	41,047
Divided by:
GEOs sold1		9,567		7,671		24,953		22,853
Equals:
Average realized gold price per GEO	$	1,705	$	1,780	$	1,810	$	1,796

iii. Average cash cost per GEO is calculated by dividing the Company’s cash cost of sales, excluding depletion less the non-cash cost of sales related to the prepaid gold interests, by the GEOs sold. The Company presents average cash cost per GEO as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry who present results on a similar basis. The table below provides a reconciliation of average cash cost per GEO:

	Three months ended						Nine months ended
(cost of sales presented in thousands of USD)	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Cash cost of sales is comprised of:
Cost of sales, excluding depletion	$	5,145		$	3,072		$	15,143		$	6,256
Non-cash cost of sales – prepaid gold interests		(3,509	)		(1,816	)		(10,231	)		(1,816	)
Cash cost of sales	$	1,636		$	1,256		$	4,912		$	4,440
Divided by:
GEOs sold		9,567			7,671			24,953			22,853
Equals:
Average cash cost per GEO	$	171		$	164		$	197		$	194

iv. Cash operating margin per GEO is calculated by subtracting the average cash cost per GEO from the average realized gold price per GEO. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company’s performance in comparison to other royalty and streaming companies in the precious metals mining industry that present results on a similar basis. The table below provides a reconciliation of average realized gold price per GEO:

	Three months ended						Nine months ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Average realized gold price per GEO	$	1,705		$	1,780		$	1,810		$	1,796
Less:
Average cost per GEO		(171	)		(164	)		(197	)		(194	)
Equals:
Cash operating margin per GEO	$	1,534		$	1,616		$	1,613		$	1,602

v. Operating cash flows excluding changes in non-cash working capital is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by operating activities. The table below provides a reconciliation of operating cash flows to operating cash flows excluding changes in non-cash working capital:

	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net cash provided by operating activities	$	9,491	$	9,278	$	25,493	$	31,570
Changes in non-cash working capital		3,106		404		7,249		(3,577	)
Equals:
Operating cash flows, excluding changes in non-cash working capital	$	12,597	$	9,682	$	32,742	$	27,993

¹ The Company’s royalty revenue and silver sales are converted to a GEO basis by dividing the royalty revenue plus silver sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. Total GEOs sold includes the GEOs from the Company’s royalty revenue and silver sales plus the gold ounces sold from the Company’s gold Stream and prepaid gold interests.

21

Liquidity and Capital Resources

As at September 30, 2022, the Company had cash and cash equivalents of $15.6 million (December 31, 2021: $17.1 million) and working capital of $37.9 million (December 31, 2021: $33.3 million). As at September 30, 2022, the Company had $113.5 million available under its credit facility.

Cash flow from operations

For the nine months ended September 30, 2022, cash flow from operations was $25.5 million, compared with $31.6 million for the nine months ended September 30, 2021, with the decrease primarily attributable to the timing of receipt of royalty receivables related to the Omolon royalty. During the nine months ended September 30, 2021, the Company received $2.6 million for previously deferred amounts for a portion of the Hope Bay royalty revenue and $2.5 million for the remaining amount owed under the Beta Hunt royalty amendment completed in September 2020.

Cash flow used in investing activities

For the nine months ended September 30, 2022, the Company had net cash outflow of $55.9 million from investing activities primarily due to the acquisitions of the Barrick Portfolio for $37.2 million, the Elevation Prepaid Gold Interest for $6.0 million, the three royalties on gold projects located in Nevada for $5.0 million, the royalty on the Sleeping Giant mine for $2.0 million and $5.3 million of investments. For the nine months ended September 30, 2021, the Company had net cash inflows of $4.6 million from investing activities primarily due to the proceeds received from the Hope Bay Buyback and the sale of investments in common shares for total proceeds of $11.2 million. The net cash inflows were partially offset by the acquisition of the Auramet prepaid gold interest of $50.0 million and $7.0 million cash consideration paid for the acquisition of a royalty portfolio from Pan American.

Cash flow used in financing activities

During the nine months ended September 30, 2022, the Company had net cash inflows from financing activities of $29.0 million, which was primarily the result of net proceeds of $34.0 million from the Company’s credit facility and proceeds from the exercise of stock options of $1.3 million. The net cash inflows were partially offset by dividend payments of $5.5 million and financing costs associated with our credit facility of $0.8 million. During the nine months ended September 30, 2021, the Company had net cash outflows from financing activities of $3.3 million, which was primarily the result of Company repaying $32.0 million of its credit facility, dividend payments of $5.0 million and financing costs associated with our credit facility of $1.1 million. The net cash outflows were partially offset by proceeds from the credit facility of $23.5 million and the proceeds received from the exercise of warrants and stock options.

Liquidity

We believe our current financial resources and funds generated from operations will be adequate to cover anticipated expenditures for general and administration and project evaluation costs and anticipated minimal capital expenditures for the foreseeable future. Our long-term capital requirements are primarily affected by our ongoing activities related to the acquisition or creation of Royalties, Streams, prepaid gold and other interests.

The Company currently, and generally at any time, has acquisition opportunities in various stages of active review. In the event of the acquisition of one or more significant Royalties, Streams, prepaid gold and other interests, we may seek additional debt or equity financing as necessary.

22

Purchase Commitments:

In connection with its Streams and prepaid gold interests, the Company has committed to purchase the following:

	Percent of life of mine production or relevant commodity		Per ounce cash payment: Lesser of amount below and the then prevailing market price (unless otherwise noted)
Gold Stream interests
La Bolsa		5%		$450
La Colorada		100%		$650
Silver Stream interests
El Mochito		25%		25% of silver spot price
Moss		100%(1)		20% of silver spot price
Prepaid gold interests
Auramet		1,250 ounces plus 2% of dividends paid(2) per quarter		16% of gold spot price
Elevation		Gold equivalent of $1.0 million plus certain fixed amounts of gold per quarter(3)		5% of gold spot price

⁽¹⁾ After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

⁽²⁾ Amount of gold that is equivalent to the value of all dividends distributed by Auramet International LLC on 2% of its shares.

⁽³⁾ Six quarterly deliveries ending in June 2023.

In connection with the acquisition of the Silvertip Royalty in 2017, the Company may issue an additional 1,400,000 common shares of the Company when the Silvertip mine achieves commercial production and a cumulative throughput of 400,000 tonnes of ore through the processing plant is achieved.

In connection with the acquisition of a portfolio of royalties from Newmont in October 2020, the Company agreed to make certain contingent cash payments of up to $15.0 million if certain production milestones at certain assets are achieved within five years of closing the acquisition.

In connection with increasing and expanding the royalty interest at Omolon, the Company agreed to make an additional $1.5 million cash payment upon sales of 1.2 million gold equivalent ounces.

In connection with the acquisition of the Barrick Royalty Portfolio in September 2022, the Company agreed to make up to a total of $10.0 million in contingent payments if the following events occur within six years of the closing date: (i) $6.0 million payable upon Eskay Creek receiving all material permits required to commence construction; (ii) $2.0 million payable when the Company has received $10.0 million in payments from the Barrick Royalty Portfolio (excluding any proceeds derived from Eskay Creek); and (iii) $2.0 million payable when the Company has received $20.0 million in payments from the Barrick Royalty Portfolio (excluding any proceeds derived from Eskay Creek).

Outstanding Share Data

As at November 14, 2022, the Company had 147,379,354 outstanding common shares, 4,336,647 outstanding share purchase options outstanding with a weighted average exercise price of CAD$5.44, 608,260 outstanding restricted share units, and 5,000,000 outstanding share purchase warrants with an exercise price of $3.28.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

23

Related Party Transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities, including any director of the Company. Compensation for key management personnel of the Company was as follows:

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Compensation and benefits	$	927	$	948	$	2,978	$	3,366
Share-based compensation		259		289		1,052		881
Total compensation	$	1,186	$	1,237	$	4,030	$	4,247

During the three months ended March 31, 2022, the Company purchased $0.3 million of refined gold from Pan American at a price of $650 per ounce purchased under its La Colorada gold Stream agreement. As of April 1, 2022, Pan American is no longer considered to have significant influence over the Company due to a change in its shareholdings of the Company and other factors.

Critical Accounting Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. Estimates and assumptions are based on management’s best knowledge of the relevant facts and circumstances. However, actual results may differ from those estimates included in the consolidated financial statements.

The Company’s significant accounting policies and estimates are disclosed in Notes 2 and 3 of the annual consolidated financial statements for the year ended December 31, 2021, except as described in Note 2 of the condensed interim consolidated financial statements, as it relates to restricted share units. The following accounting policy has been updated as a result of the change in planned settlement to cash-settled awards.

Restricted share units (“RSUs”)

Under the restricted share unit plan (the “RSU Plan”), awards can be either cash or equity settled upon vesting at the discretion of the Board of Directors of the Company. The Board of Directors plans to settle all grants under the RSU Plan in cash on a prospective basis. Share-based compensation expense relating to cash-settled RSUs is accrued over the vesting period with the related obligation recorded as a restricted share unit liability which is included in trade and other payables. At the end of each reporting period, the expense and liability are adjusted for changes in the fair market value of Maverix common shares and the estimated number of awards that are expected to vest.

Estimation Uncertainty

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far reaching. To date there has been significant volatility in the stock market and in the commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people and some goods has become restricted. In the current environment, estimates and assumptions about future production, commodity prices, exchange rates, discount rates, future capital expansion plans and associated production implications at the underlying mines and other interests in which the Company holds a royalty or stream interest are subject to greater variability than normal, which could significantly affect the valuation of our assets, both non-financial and financial.

The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further negative impacts on Polymetal’s ability to continue operation of the Omolon mine, where the Company owns a 2.5% GRR, and could further inhibit Polymetal’s ability to make payments to the Company. Maverix continues to work with Polymetal to effect payment of royalties from Omolon in a way that does not breach any relevant sanctions. At September 30, 2022, the carrying amounts related to the Company’s Omolon royalty interests and accounts receivable were $22.0 million and $7.3 million, respectively.

24

Due to the conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, the Company has estimated the recoverable amount of its Omolon royalty interest as at September 30, 2022 and determined the recoverable amount is greater than the carrying value of $22.0 million. The recoverable amount was determined using a discounted cash flow model in estimating the fair value less cost of disposal. This is a level 3 measurement due to unobservable inputs in the discounted cash flow model. Key assumptions used in the cash flow forecast were mine life of approximately five years, metal price forecasts by research analysts and management expectations, the timing of receipt of accrued royalty revenue and a 20% discount rate. The recoverable amount of the Omolon royalty interest is most sensitive to changes in mine life, metals prices, and or timing of receipt of accrued royalty revenue. In isolation, a one-year reduction in the mine life, a 10% decrease in metal prices or delaying the receipt of accrued royalty revenue by one year would result in a reduction in the recoverable amount of $2.8 million, $2.1 million and $1.3 million, respectively. In each of these three scenarios the recoverable amount would still be greater than the carrying value of $22.0 million. The Company has determined there is no impairment at September 30, 2022, but the conflict and restrictive actions that may be taken in response thereto, such as sanctions, export and or currency controls are constantly evolving. Consequently, there remains a risk that future developments could result in a material adjustment to the carrying value in our royalty interest and receivable.

Financial Instruments

The Company has exposure to a variety of financial risks from its use of financial instruments. This section presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

Capital Risk Management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. At September 30, 2022, the capital structure of the Company consists of $374.2 million (December 31, 2021: $371.8 million) of total equity, comprising share capital, reserves, accumulated other comprehensive income, and retained earnings, and $46.5 million (December 31, 2021: $12.5 million) drawn under the Company’s credit facility. The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the credit facility. The Company is in compliance with its debt covenants as at September 30, 2022.

Credit Risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents and accounts receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash and cash equivalents in several high-quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Maverix’s royalty portfolio.

25

Currency Risk

Financial instruments that affect the Company’s net income due to currency fluctuations include cash and cash equivalents, accounts receivable, investments, trade and other payables denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian dollar denominated monetary assets and liabilities at September 30, 2022, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the US dollar would increase (decrease) net income by $0.0 million and other comprehensive income by $0.1 million, respectively.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company considers anticipated cash flows from operations, its holding of cash and cash equivalents and its revolving credit facility. As at September 30, 2022, the Company had cash and cash equivalents of $15.6 million (December 31, 2021: $17.1 million) and working capital of $37.9 million (December 31, 2021: $33.3 million). In addition, at September 30, 2022 the Company had $113.5 million available under its credit facility.

Other Risks

The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further potential negative impacts on the Company’s ability to receive payments under its royalty interest in the Omolon mine in Russia that is operated by Polymetal. At September 30, 2022, the Company’s accounts receivable related to its Omolon royalty interest is $7.3 million, which includes amounts of $4.4 million past due. If the Company is unable to collect the accounts receivable from Polymetal within a reasonable period of time, the Company may be required to re-measure this accounts receivable balance based on the revised expected timing of receipt. If the expected timing of the receipt of the accounts receivable from Polymetal is delayed for one year, the Company would recognize a reduction in the accounts receivable of $1.2 million.

The Company is exposed to equity price risk as a result of holding common shares in other mining companies. The combined fair market value as at September 30, 2022 is $1.3 million (December 31, 2021: $2.7 million). The equity prices of investments are impacted by various underlying factors including commodity prices and the volatility in global markets as a result of COVID-19 and the daily exchange traded volume of the equity may not be sufficient for the Company to liquidate its position in a short period of time without potentially affecting the market value of the equity. Based on the Company’s investments held as at September 30, 2022, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) other comprehensive income by $0.1 million.

Disclosure Controls and Procedures

Maverix’s disclosure controls and procedures (“DC&P”) are designed to provide reasonable assurance that material information relating to Maverix, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this report is prepared and that information required to be disclosed by Maverix in its annual filings, interim filings or other reported filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation. The Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”) have evaluated whether there were changes to the DC&P during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the DC&P. No such changes were identified through their evaluation.

Internal Controls Over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings in Canada (“NI 52-109”) and under the Securities Exchange Act of 1934, as amended, in the United States. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes:

· maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company;

· providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;

· providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and

· providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company’s consolidated financial statements would be prevented or detected on a timely basis.

26

The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

There were no changes to the Company’s internal controls over financial reporting during the three months ended September 30, 2022 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting or disclosure controls and procedures.

Limitation of Controls and Procedures

The CEO and CFO, in consultation with management, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Forward-Looking Statements

This MD&A contains “forward-looking information” or "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking information is provided as of the date of this MD&A and Maverix does not intend to and does not assume any obligation to update forward-looking information, except as required by applicable law. For this reason and the reasons set forth below, investors should not place undue reliance on forward-looking statements.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on reasonable assumptions that have been made by Maverix as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Maverix to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Maverix will purchase precious metals or from which it will receive royalty or stream payments, and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; the volatility of the stock market; competition; risks related to the Company’s dividend policy; epidemics, pandemics or other public health crises, including the global outbreak of the novel coronavirus (“COVID-19”), geopolitical events and other uncertainties, such as the conflict in Ukraine, and as well as those risk factors discussed in the section entitled “Risk Factors” in Maverix’s annual information form dated March 16, 2022 available at www.sedar.com.

27

Forward-looking information in this MD&A includes disclosure regarding royalty payments to be paid to Maverix by property owners or operators of mining projects pursuant to its Royalties, and gold and silver deliveries under its Streams, prepaid gold and other interests of Maverix, and the future outlook of Maverix. Forward-looking statements are based on a number of material assumptions, which management of Maverix believe to be reasonable, including, but not limited to, the continuation of mining operations in respect of which Maverix will receive Royalty payments or from which Maverix will purchase precious or other metals, that commodity prices will not experience a material adverse change, mining operations that underlie Royalties or Streams will operate in accordance with disclosed parameters and such other assumptions as may be set out herein.

Maverix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Maverix undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.

Technical and Third-Party Information

Brendan Pidcock, P.Eng., Vice President Technical Services for Maverix and a qualified person as defined under NI 43-101 has reviewed and approved the written scientific and technical disclosure contained in this document.

Except where otherwise stated, the disclosure in this MD&A relating to properties and operations in which Maverix holds Royalty, Stream or other interests is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at the date hereof, and none of this information has been independently verified by Maverix. Specifically, as a Royalty or Stream holder, Maverix has limited, if any, access to properties on which it holds Royalties, Streams, or other interests in its asset portfolio. The Company may from time to time receive operating information from the owners and operators of the mining properties, which it is not permitted to disclose to the public. Maverix is dependent on, (i) the operators of the mining properties and their qualified persons to provide information to Maverix, or (ii) on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which the Company holds Royalty, Stream or other interests, and generally has limited or no ability to independently verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some reported public information in respect of a mining property may relate to a larger property area than the area covered by Maverix’s Royalty, Stream or other interest. Maverix’s Royalty, Stream or other interests may cover less than 100% of a specific mining property and may only apply to a portion of the publicly reported mineral reserves, mineral resources and or production from a mining property.

28

EX-99.2

Exhibit 99.2

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2022 AND 2021

(Unaudited)

Maverix Metals Inc.

Condensed Interim Consolidated Statements of Financial Position

(in thousands of United States dollars - unaudited)

	September 30, 2022			December 31, 2021
Assets
Current assets
Cash and cash equivalents	$	15,589		$	17,059
Accounts receivable (Note 15)		14,010			7,889
Prepaid gold interests (Note 5)		10,553			7,618
Investments (Note 6)		1,307			2,689
Prepaid expenses and other		1,505			1,000
Total current assets		42,964			36,255
Non-current assets
Royalty, stream and other interests (Note 3 and 4)		348,813			314,907
Prepaid gold interests (Note 5)		37,577			40,084
Investments (Note 6)		3,043			-
Deferred financing costs and other		1,456			1,289
Total assets	$	433,853		$	392,535
Liabilities
Current liabilities
Trade and other payables	$	5,026		$	2,910
Total current liabilities		5,026			2,910
Non-current liabilities
Credit facility (Note 7)		46,500			12,500
Deferred tax liability (Note 13)		8,175			5,311
Total liabilities		59,701			20,721
Equity
Capital and reserves
Share capital (Note 8a)		338,692			336,801
Reserves		9,743			10,008
Accumulated other comprehensive (loss) income		(3,024	)		274
Retained earnings		28,741			24,731
Total equity		374,152			371,814
Total liabilities and equity	$	433,853		$	392,535

Contractual Obligations (Note 16)

Subsequent Events (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

ON BEHALF OF THE BOARD:  

“signed” Geoff Burns, Director “signed” Dan O’Flaherty, Director    

2

Maverix Metals Inc.

Condensed Interim Consolidated Statements of Income and Comprehensive Income

(in thousands of United States dollars, except for per share and share data – unaudited)

	Three months ended						Nine months ended
	September 30						September 30
	2022			2021			2022			2021
Royalty revenue (Note 14)	$	8,093		$	7,983		$	20,582		$	22,865
Sales (Note 14)		8,217			5,675			24,579			18,182
Total revenue		16,310			13,658			45,161			41,047
Cost of sales, excluding depletion		(5,145	)		(3,072	)		(15,143	)		(6,256	)
Depletion (Note 4)		(4,501	)		(3,317	)		(10,932	)		(10,776	)
Total cost of sales		(9,646	)		(6,389	)		(26,075	)		(17,032	)
Gross profit		6,664			7,269			19,086			24,015
Administration expenses (Note 9)		(1,368	)		(1,395	)		(4,455	)		(4,181	)
Project evaluation expenses (Note 9)		(794	)		(893	)		(2,873	)		(3,171	)
Change in fair value of prepaid gold interests (Note 5)		1,150			-			4,659			-
Income from operations		5,652			4,981			16,417			16,663
Other income and expenses
Gain on royalty transactions (Note 3b)		-			-			-			10,983
Gain on conversion of debenture (Note 3b)		-			-			-			2,410
Foreign exchange loss		(153	)		(191	)		(261	)		(238	)
Other income (expense)		34			(87	)		(254	)		(83	)
Finance expense		(404	)		(250	)		(1,063	)		(764	)
Income before income taxes		5,129			4,453			14,839			28,971
Income tax expense (Note 13)		(1,876	)		(1,624	)		(5,308	)		(7,665	)
Net income	$	3,253		$	2,829		$	9,531		$	21,306
Earnings per share (Note 10)
Basic earnings per share	$	0.02		$	0.02		$	0.06		$	0.15
Diluted earnings per share	$	0.02		$	0.02		$	0.06		$	0.14
Weighted average number of common shares outstanding:
Basic		147,379,354			144,545,083			147,202,156			142,195,423
Diluted		148,563,922			148,849,878			149,228,140			149,088,176
Other comprehensive income
Net income	$	3,253		$	2,829		$	9,531		$	21,306
Item that will not be subsequently re-classified to net income:
Changes in fair value of investments, net of tax (Note 6)		(607	)		(1,618	)		(3,298	)		(2,941	)
Comprehensive income	$	2,646		$	1,211		$	6,233		$	18,365

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3

Maverix Metals Inc.

Condensed Interim Consolidated Statements of Cash Flows

(in thousands of United States dollars - unaudited)

	Three months ended						Nine months ended
	September 30						September 30
	2022			2021			2022			2021
Operating activities
Net income for the period	$	3,253		$	2,829		$	9,531		$	21,306
Non-cash cost of sales related to prepaid gold interests (Note 5)		3,509			1,816			10,231			1,816
Depletion and amortization		4,547			3,355			11,005			10,888
Share-based compensation		304			446			1,229			1,216
Change in fair value of prepaid gold interests (Note 5)		(1,150	)		-			(4,659	)		-
Gain on royalty transactions (Note 3b)		-			-			-			(10,983	)
Gain on conversion of debenture (Note 3b)		-			-			-			(2,410	)
Foreign exchange loss (gain) and other		90			(160	)		402			110
Finance expense		404			250			1,063			764
Income tax expense		1,876			1,624			5,308			7,665
Withholding and income taxes paid		(236	)		(478	)		(1,368	)		(2,379	)
Changes in non-cash working capital (Note 11)		(3,106	)		(404	)		(7,249	)		3,577
Net cash provided by operating activities	$	9,491		$	9,278		$	25,493		$	31,570
Investing activities
Acquisition of royalty, stream and other interests (Note 3 and 4)		(39,583	)		3			(44,616	)		(7,142	)
Acquisition of prepaid gold interests (Note 5)		-			(50,097	)		(6,000	)		(50,097	)
Proceeds from buy back of royalty interest and other (Note 3b)		-			1,500			-			51,000
Acquisition of investments (Note 6)		(3,237	)		(393	)		(5,271	)		(393	)
Proceeds from disposal of equity investments (Note 6)		-			-			-			11,186
Net cash (used in) provided by investing activities	$	(42,820	)	$	(48,987	)	$	(55,887	)	$	4,554
Financing activities
Proceeds from credit facility (Note 7)		34,000			23,500			39,000			23,500
Repayment of credit facility (Note 7)		-			-			(5,000	)		(32,000	)
Financing costs and interest paid		(306	)		(677	)		(829	)		(1,053	)
Dividends paid (Note 8e)		(1,843	)		(1,823	)		(5,521	)		(4,996	)
Proceeds from exercise of stock options and warrants (Note 8b and 8c)		-			9,933			1,335			11,226
Net cash provided by (used in) financing activities	$	31,851		$	30,933		$	28,985		$	(3,323	)
Effect of exchange rate changes on cash and cash equivalents		(41	)		80			(61	)		(5	)
(Decrease) increase in cash and cash equivalents		(1,519	)		(8,696	)		(1,470	)		32,796
Cash and cash equivalents at the beginning of the period		17,108			49,252			17,059			7,760
Cash and cash equivalents	$	15,589		$	40,556		$	15,589		$	40,556

Supplemental cash flow information (Note 11)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.  

4

Maverix Metals Inc.

Condensed Interim Consolidated Statements of Changes in Equity

(in thousands of United States dollars, except for number of shares - unaudited)

	Issued shares		Share capital $		Share warrant reserve $			Share option reserve $			Accumulated other comprehensive (loss) income $			Retained earnings $			Total equity $
As at December 31, 2021		146,720,355		336,801		5,094			4,914			274			24,731			371,814
Total comprehensive income		-		-		-			-			(3,298	)		9,531			6,233
Dividend declared (Note 8e)		-		-		-			-			-			(5,521	)		(5,521	)
Reclassification of restricted share units (Note 8d)		-		-		-			(820	)		-			-			(820	)
Shares issued for options exercised (Note 8c)		643,638		1,815		-			(480	)		-			-			1,335
Share-based compensation		15,361		76		-			1,035			-			-			1,111
As at September 30, 2022		147,379,354		338,692		5,094			4,649			(3,024	)		28,741			374,152
As at December 31, 2020		140,488,309		318,530		6,609			4,045			4,326			7,479			340,989
Total comprehensive income		-		-		-			-			(2,941	)		21,306			18,365
Dividend declared (Note 8e)		-		-		-			-			-			(4,996	)		(4,996	)
Shares issued for Royalty Portfolio (Note 3b)		491,071		2,740		-			-			-			-			2,740
Shares issued for warrants exercised (Note 8b)		4,125,000		11,183		(1,250	)		-			-			-			9,933
Shares issued for options exercised (Note 8c)		739,949		1,971		-			(678	)		-			-			1,293
Share-based compensation		1,026		5		-			1,211			-			-			1,216
As at September 30, 2021		145,845,355		334,429		5,359			4,578			1,385			23,789			369,540

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

5

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

1. NATURE OF OPERATIONS

Maverix Metals Inc. (“Maverix” or the “Company”) is incorporated and domiciled in Canada and its registered head office address is Suite 575, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada. The Company’s common shares trade on the New York Stock Exchange American and Toronto Stock Exchange under the symbol “MMX”.

Maverix is a resource-based company that seeks to acquire and manage royalties and metal purchase agreements (a “Stream” or “Streams”) on projects that are in an advanced stage of development, on operating mines producing precious or other metals, or in some circumstances, exploration stage projects or other interests. Royalty interests (“Royalty” or “Royalties”) are non-operating interests in mining projects that provide Maverix with the right to a percentage of the gross revenue from the metals produced from the project (a “Gross Revenue Royalty” or “GRR”) or the net revenue after the deduction of specified costs (a “Net Smelter Returns Royalty” or “NSR” royalty). Under a Stream interest, Maverix makes an upfront payment to acquire the Stream and then receives the right to purchase, at a fixed or variable price per unit based on the spot price of the precious or other metal, a percentage of the life of mine production or a specified time period.

These unaudited condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors of the Company on November 14, 2022.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Statement of Compliance

These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”), applicable to preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021 (the “2021 Annual Financial Statements”).

The accounting policies applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s 2021 Annual Financial Statements, with the exception of the amended accounting policy described in Note 2(d). The Company’s interim results are not necessarily indicative of its results for a full year.

b) Basis of Preparation

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments, which are measured at fair value. The unaudited condensed interim consolidated financial statements are presented in United States dollars (“USD”), unless otherwise noted.

c) Estimation Uncertainty

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and expected impacts on global commerce are anticipated to be far reaching. To date there has been significant volatility in the stock market and in the commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions and the global movement of people and some goods has become restricted. In the current environment, estimates and assumptions about future production, commodity prices, exchange rates, discount rates, future capital expansion plans and associated production implications at the underlying mines and other interests in which the Company holds a royalty or stream interest are subject to greater variability than normal, which could significantly affect the valuation of our assets, both non-financial and financial.

6

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further negative impacts on the underlying operator to continue operations of the Omolon mine where the Company owns a 2.5% GRR. As at September 30, 2022, the Company has not recorded any adjustments related to these previously described events (Note 4 and 15).

d) Amended Accounting Policy

Restricted share units (RSUs)

Under the restricted share unit plan (the “RSU Plan”), awards can be either cash or equity settled upon vesting at the discretion of the Board of Directors of the Company. The Board of Directors plans to settle all grants under the RSU Plan in cash on a prospective basis. Share-based compensation expense relating to cash-settled RSUs is accrued over the vesting period with the related obligation recorded as a restricted share unit liability which is included in trade and other payables. At the end of each reporting period, the expense and liability are adjusted for changes in the fair market value of Maverix common shares and the estimated number of awards that are expected to vest.

3. ROYALTY TRANSACTIONS

a) During the Nine Months Ended September 30, 2022

Barrick Royalty Portfolio

In September 2022, the Company completed the Purchase and Sale Agreement (the “Agreement”) entered into with Barrick Gold Corp. (“Barrick”) to acquire a portfolio of 22 royalties (the “Barrick Royalty Portfolio”) for upfront cash consideration of $50.0 million, subject to any right of first refusal or buydown rights under certain of the royalties, and contingent consideration of up to $10.0 million (Note 16).

On September 26, 2022, Skeena Resources Ltd. (“Skeena”) announced that it had exercised its right to repurchase 0.5% of the 1.0% NSR royalty on the Eskay Creek project from Barrick for a payment of C$17.5 million ($12.8 million). The remaining 0.5% NSR royalty is not subject to any further reductions. As a result of Skeena’s exercise of its repurchase right, Maverix’s upfront cash payment to Barrick was reduced from $50.0 million to $37.2 million on closing.

The significant royalties acquired in the Barrick Royalty Portfolio include the 0.5% NSR royalty on the Eskay Creek project operated by Skeena, the 2.0% NSR royalty on the Bullfrog Gold project operated by Augusta Gold Corp., the 2.0% NSR royalty on the refractory sulphide ore project of the Lagunas Norte mine operated by Boroo Pte Ltd and a pair of 1.0% – 2.0% NSR royalties on the Tankoro deposit of the Sanutura project operated by Sarama Resources Ltd. The Company also acquired seventeen development and exploration stage royalties, of which, there are twelve in Australia, two in the United States and one in each of Canada, Chile and Argentina.

Sleeping Giant Mine NSR Royalty

In September 2022, the Company acquired a 2% NSR royalty interest in the Sleeping Giant mine located in the Abitibi district in Quebec and operated by Abcourt Mines Inc. (“Abcourt”) for cash consideration of $2.0 million. Abcourt can reduce the NSR royalty by up to 1.0% through cash payments of $2.0 million and $4.0 million before the 3^rd and 6^th anniversaries of closing the transaction, respectively.

7

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

Acquisition of Gold Royalties in Nevada

In March 2022, the Company acquired three royalties on gold projects located in Nevada from an indirect, wholly owned subsidiary of Waterton Precious Metals Fund II Cayman, LP in exchange for a $5.0 million cash payment. The royalty package includes a 3.5% to 4% NSR royalty on the Lewis property owned by Orla Mining Ltd. (“Orla”) and two other 4% royalties on exploration ground which either form part of or are adjacent to Orla’s South Railroad project.

b) During the Nine Months Ended September 30, 2021

Royalty Portfolio

In June 2021, the Company completed the Purchase and Sale Agreement entered into with Pan American Silver Corp. (“Pan American”) to acquire a portfolio of six royalties (the “Royalty Portfolio”). As consideration for the Royalty Portfolio, the Company issued 491,071 common shares and paid $7.0 million in cash.

The fair value of the Royalty Portfolio acquired was determined to be $9.8 million. The Company used comparable transactions for exploration or other assets to determine the fair value of the individual assets within the Royalty Portfolio. The excess of the fair value of the Royalty Portfolio of $9.8 million over the cash consideration paid of $7.0 million was allocated to the common shares.

The significant royalties acquired in the Royalty Portfolio include the 1.0%-2.5% NSR royalty on the Fenn-Gib gold project owned by Mayfair Gold Corp. and the 3.0% NSR royalty on the Recuperada project owned by Silver X Mining Corp. The Company also acquired four exploration stage royalties, of which, there are two in Canada and one in each of the United States and Mexico.

Hope Bay

In August 2019, Maverix entered into an agreement to purchase an additional 1.5% NSR royalty on the Hope Bay mine in Nunavut, Canada, previously owned and operated by TMAC Resources Inc. (“TMAC”) for a cash payment of $40.0 million (the “Additional Royalty”). Under the Additional Royalty agreement, TMAC had the right to buy back the entire Additional Royalty for a cash payment of $50.0 million in the event of a change of control transaction of TMAC (as defined in the Additional Royalty agreement) that was announced prior to June 30, 2021. In February 2021, Agnico Eagle Mines Limited (“Agnico Eagle”) completed the acquisition of TMAC. Concurrent with the acquisition, Agnico Eagle provided notice to the Company and exercised the buyback right with respect to 1.5% of the total 2.5% NSR royalty the Company owned on the Hope Bay mine. As a result of the buy back, the Company received $50.0 million and recorded a gain on the buy back of the Hope Bay royalty interest of $11.0 million. The Company has retained a 1% NSR royalty on the Hope Bay mine that is not subject to any reductions.

Additional El Mochito Stream

In March 2021, Maverix converted all amounts outstanding under a $1.0 million convertible debenture into an additional 5% silver Stream on the operating El Mochito mine on the same terms as the existing El Mochito silver Stream (the “Additional Silver Stream”). The Company used a discounted cash flow model to determine the fair value of the Additional Silver Stream and recognized a $2.4 million gain on the conversion of the debenture. The discounted cash flow model used a discount rate of 10% and a silver price based on analyst metal price projections and management expectations.

8

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

4. ROYALTY, STREAM AND OTHER INTERESTS

As at and for the nine months ended September 30, 2022:

		Cost						Accumulated Depletion
	Country	Opening		Additions/ (Disposals)		Ending		Opening			Depletion			Ending			Carrying Amount
		$		$		$		$			$			$			$
Beta Hunt	AUS		9,421		-		9,421		(5,477	)		(315	)		(5,792	)		3,629
Camino Rojo	MEX		40,195		-		40,195		(69	)		(2,260	)		(2,329	)		37,866
Cerro Blanco	GTM		16,069		-		16,069		-			-			-			16,069
Cerro Casale	CHL		7,053		-		7,053		-			-			-			7,053
Converse	USA		10,039		-		10,039		-			-			-			10,039
DeLamar	USA		9,068		-		9,068		-			-			-			9,068
El Mochito	HON		11,144		-		11,144		(4,053	)		(960	)		(5,013	)		6,131
El Peñón	CHL		442		-		442		-			(29	)		(29	)		413
Florida Canyon	USA		12,823		-		12,823		(3,709	)		(588	)		(4,297	)		8,526
Gemfield	USA		8,799		-		8,799		-			-			-			8,799
Hope Bay	CAN		23,305		-		23,305		(2,506	)		-			(2,506	)		20,799
Karma	BFA		20,080		-		20,080		(7,702	)		(493	)		(8,195	)		11,885
La Colorada	MEX		17,400		-		17,400		(5,287	)		(799	)		(6,086	)		11,314
McCoy-Cove	USA		18,553		-		18,553		-			-			-			18,553
Moose River	CAN		3,700		-		3,700		(2,922	)		(325	)		(3,247	)		453
Moss	USA		20,283		-		20,283		(7,241	)		(1,197	)		(8,438	)		11,845
Mt Carlton	AUS		9,436		-		9,436		(8,270	)		(308	)		(8,578	)		858
Omolon	RUS		33,899		-		33,899		(9,795	)		(2,092	)		(11,887	)		22,012
Recuperada	PER		3,207		20		3,227		-			(472	)		(472	)		2,755
San Jose	MEX		5,500		-		5,500		(3,827	)		(501	)		(4,328	)		1,172
Silvertip	CAN		4,340		-		4,340		(454	)		-			(454	)		3,886
Vivien	AUS		3,301		-		3,301		(3,065	)		(95	)		(3,160	)		141
Other	Various		106,980		44,596		151,576		(15,751	)		(278	)		(16,029	)		135,547
Total(1)			395,037		44,616		439,653		(80,128	)		(10,712	)		(90,840	)		348,813

⁽¹⁾ Royalty, stream and other interests include non-depletable assets of $124.3 million and depletable assets of $224.5 million.

Omolon

Due to the conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, the Company has estimated the recoverable amount of its Omolon royalty interest as at September 30, 2022 and determined the recoverable amount is greater than the carrying value of $22.0 million. The recoverable amount was determined using a discounted cash flow model in estimating the fair value less cost of disposal. This is a level 3 measurement due to unobservable inputs in the discounted cash flow model. Key assumptions used in the cash flow forecast were a mine life of approximately five years, metal price forecasts by research analysts and management expectations, the timing of receipt of accrued royalty revenue and a 20% discount rate. The recoverable amount of the Omolon royalty interest is most sensitive to changes in mine life, metals prices, and or timing of receipt of accrued royalty revenue. In isolation, a one-year reduction in the mine life, a 10% decrease in metal prices or delaying the receipt of accrued royalty revenue by one year would result in a reduction in the recoverable amount of $2.8 million, $2.1 million and $1.3 million, respectively. In each of these three scenarios the recoverable amount would still be greater than the carrying value of $22.0 million. The Company has determined there is no impairment at September 30, 2022, but the conflict and restrictive actions that may be taken in response thereto, such as sanctions, export and or currency controls are constantly evolving. Consequently, there remains a risk that future developments could result in a material adjustment to the carrying value in our royalty interest and receivable.

9

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

As at and for the year ended December 31, 2021:

		Cost							Accumulated Depletion
	Country	Opening		Additions/ (Disposals)			Ending		Opening			Depletion			Inventory Adjustment			Disposals		Ending			Carrying Amount
		$		$			$		$			$			$			$		$			$
Beta Hunt	AUS		9,421		-			9,421		(4,763	)		(714	)		-			-		(5,477	)		3,944
Camino Rojo	MEX		40,173		22			40,195		-			(69	)		-			-		(69	)		40,126
Cerro Blanco	GTM		16,069		-			16,069		-			-			-			-		-			16,069
Cerro Casale	CHL		7,053		-			7,053		-			-			-			-		-			7,053
Converse	USA		10,039		-			10,039		-			-			-			-		-			10,039
DeLamar	USA		9,068		-			9,068		-			-			-			-		-			9,068
El Mochito	HON		7,734		3,410			11,144		(2,638	)		(1,348	)		(68	)		-		(4,054	)		7,090
Florida Canyon	USA		12,823		-			12,823		(2,901	)		(808	)		-			-		(3,709	)		9,114
Gemfield	USA		8,799		-			8,799		-			-			-			-		-			8,799
Hope Bay	CAN		63,324		(40,019	)		23,305		(3,621	)		(389	)		-			1,502		(2,508	)		20,797
Karma	BFA		20,080		-			20,080		(6,054	)		(1,648	)		-			-		(7,702	)		12,378
La Colorada	MEX		17,400		-			17,400		(4,433	)		(854	)		-			-		(5,287	)		12,113
McCoy-Cove	USA		18,553		-			18,553		-			-			-			-		-			18,553
Moose River	CAN		3,700		-			3,700		(2,387	)		(535	)		-			-		(2,922	)		778
Moss	USA		20,283		-			20,283		(5,097	)		(1,993	)		(151	)		-		(7,241	)		13,042
Mt Carlton	AUS		9,436		-			9,436		(6,742	)		(1,528	)		-			-		(8,270	)		1,166
Omolon	RUS		10,093		23,806			33,899		(3,492	)		(6,303	)		-			-		(9,795	)		24,104
San Jose	MEX		5,500		-			5,500		(2,893	)		(934	)		-			-		(3,827	)		1,673
Silvertip	CAN		4,340		-			4,340		(454	)		-			-			-		(454	)		3,886
Vivien	AUS		3,301		-			3,301		(2,847	)		(219	)		-			-		(3,066	)		235
Other	Various		100,769		9,860			110,629		(15,426	)		(323	)		-			-		(15,749	)		94,880
Total(1)			397,958		(2,921	)		395,037		(63,748	)		(17,665	)		(219	)		1,502		(80,130	)		314,907

⁽¹⁾ Royalty, stream and other interests include non-depletable assets of $80.3 million and depletable assets of $234.6 million.

10

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

5. PREPAID GOLD INTERESTS

In January 2022, the Company entered into a prepaid gold interest agreement with Elevation Gold Mining (“Elevation”). The Company made a cash payment of $6.0 million to Elevation and in return Elevation will provide the Company six quarterly deliveries of certain amounts of gold plus the equivalent amount of gold equal to $1.0 million beginning in March 2022. The Company will make ongoing cash payments equal to 5% of the spot gold price for each gold ounce delivered.

In September 2021, Maverix entered into an agreement with Auramet Capital Partners, L.P., a subsidiary of Auramet International LLC (“Auramet”), to acquire a prepaid gold interest and enter into a long-term strategic partnership. The Company made a cash payment of $50.0 million to acquire a gold interest that will deliver 1,250 ounces of gold plus an amount of gold that is equivalent to all dividends distributed by Auramet on 2% of its shares to Maverix per quarter. Maverix will make ongoing cash payments equal to 16% of the spot gold price for each gold ounce delivered. On and after ten years and 50,000 ounces of gold have been delivered to Maverix, Auramet shall have the option to terminate the stream for a cash payment of $5.0 million less certain cash flows related to the gold deliveries.

The following table summarizes the prepaid gold interests as at September 30, 2022 and changes during the nine months then ended:

	Prepaid Gold Interests
Opening Balance, September 2021	$	50,103
Gold deliveries		(3,711	)
Change in fair value		1,310
Balance at December 31, 2021		47,702
Additions		6,000
Gold deliveries		(10,231	)
Change in fair value		4,659
Balance at September 30, 2022		48,130
Less: Current portion		(10,553	)
Non-current portion	$	37,577

During the three and nine months ended September 30, 2022, the Company recognized a gain of $1.2 million and $4.7 million, respectively, as a result of changes in the fair value of the prepaid gold interests ($nil for the comparable periods in 2021). The non-cash partial settlement of the prepaid gold interests included in cost of sales for the three and nine months ended September 30, 2022 is $3.5 million and $10.2 million, respectively ($1.8 million for the comparable periods 2021).

6. INVESTMENTS

As at and for the nine months ended September 30, 2022:

	Balance at December  31, 2021		Additions		Disposals		Fair Value Adjustments			Interest Revenue		Balance at September  30, 2022
Short-term investments:
Common shares(1)	$	2,678	$	2,465	$	-	$	(3,844	)	$	-	$	1,299
Warrants(2)		11		233		-		(236	)		-		8
Total short-term investments	$	2,689	$	2,698	$	-	$	(4,080	)	$	-	$	1,307
Non-current investment:
Loan receivable(3)	$	-	$	3,000	$	-	$	-		$	43	$	3,043
Total investments	$	2,689	$	5,698	$	-	$	(4,080	)	$	43	$	4,350

⁽¹⁾ Fair value adjustments recorded within Other comprehensive income.

⁽²⁾ Fair value adjustments recorded within Net income.

⁽³⁾ Interest revenue recorded within Net income.

11

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

During the nine months ended September 30, 2022, the Company acquired $2.0 million worth of units of Elevation at a price of CAD$0.53 per unit. Each unit consisted of one common share and one common share purchase warrant of Elevation which entitles the holder to purchase one common share of Elevation at a price of CAD$0.70 per warrant for a period of 60 months from closing.

In August 2022, the Company entered into a $6.0 million revolving credit facility with Elevation. Under the terms of the agreement, interest accrues on any unpaid principal at an interest rate of 12% per annum compounded on a monthly basis, with all accrued interest and principal payable on or before December 31, 2023.  On closing, the Company advanced $3.0 million to Elevation. Subsequent to September 30, 2022, the Company advanced an additional $1.5 million (Note 17).

As at and for the year ended December 31, 2021:

	Balance at December 31, 2020		Additions		Disposals			Fair Value Adjustments			Debenture Conversion			Balance at December 31, 2021
Short-term investments:
Common shares(1)	$	18,190	$	372	$	(11,196	)	$	(4,688	)	$	-		$	2,678
Warrants(2)		48		21		-			(58	)		-			11
Total short-term investments	$	18,238	$	393	$	(11,196	)	$	(4,746	)	$	-		$	2,689
Non-current investment:
Convertible debenture(2)	$	1,000	$	-	$	-		$	2,410		$	(3,410	)	$	-
Total investments	$	19,238	$	393	$	(11,196	)	$	(2,336	)	$	(3,410	)	$	2,689

⁽¹⁾ Fair value adjustments recorded within Other comprehensive income.

⁽²⁾ Fair value adjustments recorded within Net income.

As part of a financing conducted by a company Maverix had an investment in, Maverix agreed to exercise 19.5 million share purchase warrants at CAD$0.40 per common share and sell the underlying common shares received for CAD$0.50 per common share for total proceeds of $7.7 million (CAD$9.8 million) which closed in February 2021.

7. CREDIT FACILITY

The following table summarizes the Company’s $160.0 million revolving credit facility (the “Credit Facility”) as at September 30, 2022 and changes during the nine months then ended:

	Credit Facility
Balance at December 31, 2020	$	32,000
Proceeds		23,500
Repayment		(43,000	)
Balance at December 31, 2021		12,500
Proceeds		39,000
Repayment		(5,000	)
Balance at September 30, 2022	$	46,500

Amortization of the deferred financing costs related to the Credit Facility for the three and nine months ended September 30, 2022, were $0.1 million and $0.2 million, respectively ($0.1 million and $0.3 million for the comparable periods in 2021). As at September 30, 2022, the Company was in compliance with all of the covenants related to the Credit Facility.

12

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

8. SHARE CAPITAL

a) Authorized, Issued and Outstanding shares

The Company is authorized to issue an unlimited number of common shares without par value and preferred shares. No preferred shares have been issued.

b) Share Purchase Warrants

A summary of the Company’s outstanding warrants as at September 30, 2022 is presented below:

Number outstanding	Exercise Price		Expiry Date
5,000,000	$	3.28	June 29, 2023

In July 2021, 4,125,000 common share purchase warrants were exercised for gross proceeds of $9.9 million to the Company. At the time of exercise, the weighted-average common share price of the warrants exercised during the three and nine months ended September 30, 2021 was $4.83 per share.

c) Share Purchase Options

The following table summarizes stock options which were outstanding and exercisable as at September 30, 2022 and 2021 and changes during the nine months then ended:

	Number of Options Outstanding			Weighted average exercise price per option (CAD$)
Balance at December 31, 2021		4,025,493		$	4.83
Granted		954,792		$	6.23
Exercised		(643,638	)	$	2.80
Balance at September 30, 2022		4,336,647		$	5.44
Options which have vested and are exercisable as at September 30, 2022		2,830,145		$	4.95
Balance at December 31, 2020		4,068,884		$	4.05
Granted		827,565		$	6.57
Exercised		(739,949	)	$	2.44
Forfeited		(131,007	)	$	5.17
Balance at September 30, 2021		4,025,493		$	4.83

A summary of the Company’s outstanding stock options as at September 30, 2022 is presented below:

Number outstanding	Exercise Price (CAD$)		Expiry Date
696,485	$	3.30	May 31, 2023
722,057	$	5.18	April 3, 2024
50,000	$	6.48	August 9, 2024
268,313	$	5.83	December 12, 2024
787,435	$	5.17	March 10, 2025
30,000	$	6.54	June 24, 2025
827,565	$	6.57	March 26, 2026
954,792	$	6.23	March 22, 2027
4,336,647

13

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

The following are the weighted average assumptions used in the Black-Scholes Model to estimate the fair value of stock options granted for the nine months ended September 30, 2022 and 2021:

	Nine months ended
	September 30
	2022			2021
Risk-free interest rate		2.1	%		0.5	%
Expected volatility		43	%		46	%
Expected life		3 years			3 years
Expected dividend yield		1.0	%		0.8	%

The weighted average common share price during the nine months ended September 30, 2022 was $4.72 per share at the time the options were exercised, respectively ($5.25 per share for the comparable period in 2021). The weighted average remaining contractual life of the options as at September 30, 2022 was 2.63 years (2021: 2.71 years).

d) Restricted Share Units (“RSUs”)

Under the RSU Plan, awards can be either cash or equity settled upon vesting at the discretion of the Board of Directors of the Company. As the Company did not have a present obligation to settle in cash, the awards were treated as equity-settled instruments which were measured at fair value at the date of grant and recorded in reserves over the vesting period. The Board of Directors now plans to settle all grants under the RSU Plan in cash on a prospective basis. As a result of the change in settlement, $0.8 million was reclassified from reserves within total equity to a restricted share unit liability which is included in trade and other payables.

The following table summarizes RSUs which were outstanding as at September 30, 2022 and 2021 and changes during the nine months then ended:

	Number of RSUs Outstanding			Weighted average fair value per RSU (CAD$)
Balance at December 31, 2021		345,146		$	6.37
Granted		295,819		$	6.01
Settled		(32,705	)	$	4.40
Balance at September 30, 2022		608,260		$	3.35
Balance at December 31, 2020		192,694		$	5.72
Granted		184,613		$	6.96
Balance at September 30, 2021		377,307		$	6.32

e) Dividends

During the nine months ended September 30, 2022, the Board of Directors of the Company declared and paid dividends of $0.0125, $0.0125 and $0.0125 per common share ($0.0125, $0.0125 and $0.01 per common share for the comparable period in 2021).

14

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

9. OPERATING EXPENSES BY NATURE

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Compensation and benefits	$	1,093	$	1,078	$	3,756	$	3,931
Corporate administration		409		311		1,137		805
Listing and filing fees		39		207		205		412
Professional fees		271		208		928		876
Amortization		46		38		73		112
Operating expenses before share-based compensation		1,858		1,842		6,099		6,136
Share-based compensation		304		446		1,229		1,216
Total operating expenses	$	2,162	$	2,288	$	7,328	$	7,352

10. EARNINGS PER SHARE

Basic and diluted earnings per share is calculated based on the following:

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Net income	$	3,253	$	2,829	$	9,531	$	21,306
Basic weighted average number of shares		147,379,354		144,545,083		147,202,156		142,195,423
Basic earnings per share	$	0.02	$	0.02	$	0.06	$	0.15
Effect of dilutive securities
Warrants		671,753		3,300,348		1,195,318		5,530,845
Stock options		231,880		878,576		550,149		1,225,792
RSUs		280,935		125,871		280,517		136,116
Diluted weighted average number of common shares		148,563,922		148,849,878		149,228,140		149,088,176
Diluted earnings per share	$	0.02	$	0.02	$	0.06	$	0.14

The following table lists the weighted average number of warrants, stock options and RSUs which were excluded from the computation of diluted earnings per share because the exercise prices plus the unamortized share-based compensation per share exceeded the average market value of the common shares during the three and nine months ending September 30, 2022 of $3.79 and $4.31, respectively ($4.78 and $5.26 for the comparable periods in 2021).

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Warrants		-		-		-		-
Stock options		3,640,162		907,565		1,847,380		599,898
RSUs		-		74,368		-		36,775

15

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

11. SUPPLEMENTAL CASH FLOW INFORMATION

	Three months ended September 30						Nine months ended September 30
Changes in non-cash working capital:	2022			2021			2022			2021
Accounts receivable	$	(4,266	)	$	90		$	(6,712	)	$	6,494
Prepaid expenses and other		(6	)		88			(726	)		(401	)
Trade and other payables		1,166			251			189			(16	)
Deferred revenue		-			(833	)		-			(2,500	)
Changes in non-cash working capital	$	(3,106	)	$	(404	)	$	(7,249	)	$	3,577
Significant non-cash transactions:
Equity issued for Royalty Portfolio (Note 3b)	$	-		$	-		$	-		$	2,740
Conversion of debenture (Note 3b)		-			-			-			3,410
Settlement of receivables in equity investments		427			-			427			-
Cash and cash equivalents at the end of the period:
Cash at bank	$	15,589		$	40,556		$	15,589		$	40,556

12. RELATED PARTY DISCLOSURES

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including any director of the Company. Compensation for key management personnel of the Company was as follows:

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Compensation and benefits	$	927	$	948	$	2,978	$	3,366
Share-based compensation		259		289		1,052		881
Total compensation	$	1,186	$	1,237	$	4,030	$	4,247

During the three months ended March 31, 2022, the Company purchased $0.3 million of refined gold from Pan American at a price of $650 per ounce purchased under its La Colorada gold Stream agreement (Note 16). As of April 1, 2022, Pan American is no longer considered to have significant influence over the Company due to a change in its shareholdings of the Company and other factors.

13. INCOME TAXES

Income tax recognized in net income is comprised of the following:

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
Current tax expense	$	810	$	723	$	1,910	$	2,112
Deferred tax expense		1,066		901		3,398		5,553
Income tax expense	$	1,876	$	1,624	$	5,308	$	7,665

16

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

The income tax expense differs from the amount that would result from applying the federal and provincial income tax rates to the income before income taxes due to the following:

	Three months ended September 30						Nine months ended September 30
	2022			2021			2022			2021
Income before income taxes	$	5,129		$	4,453		$	14,839		$	28,971
Statutory tax rate		27	%		27	%		27	%		27	%
Expected income tax expense	$	1,385		$	1,202		$	4,007		$	7,822
Increase (decrease) due to:
Foreign tax rate differences		23			89			156			289
Non-deductible expenses		84			120			314			328
Withholding taxes		58			178			342			576
Change in unrecognized temporary differences		283			(583	)		518			(748	)
Recognition of temporary differences		43			502			33			(964	)
Effect of true-ups in prior year temporary and other differences		-			116			(62	)		362
Income tax expense	$	1,876		$	1,624		$	5,308		$	7,665

Deferred Tax Assets and Liabilities

The following table summarizes the composition of the Company’s deferred tax assets and liabilities:

	September 30, 2022			December 31, 2021
Deferred tax assets and liabilities
Non-capital losses	$	12,687		$	12,006
Investments and other		1,299			686
Prepaid gold interests		(1,612	)		(354	)
Royalty, stream and other interests		(20,549	)		(17,649	)
Total net deferred tax liabilities	$	(8,175	)	$	(5,311	)

17

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

14. SEGMENT INFORMATION

For the three months ended September 30, 2022:

	Primary Product	Royalty revenue		Sales		Costs of sales, excluding depletion			Depletion			Change in fair value of prepaid gold interests		Income before taxes			Cash from (used in) operations
		$		$		$			$			$		$			$
Auramet (USA)	Gold		-		2,857		(2,857	)		-			1,081		1,081			1,568
Beta Hunt (AUS)	Gold		1,805		-		-			(123	)		-		1,682			1,752
Camino Rojo (MEX)	Gold		979		-		-			(870	)		-		109			946
El Mochito (HON)	Silver		-		1,791		(456	)		(468	)		-		867			761
El Peñón (CHL)	Gold		70		-		-			6			-		76			18
Elevation (CAN)	Gold		-		1,171		(1,171	)		-			69		69			1,113
Florida Canyon (USA)	Gold		596		-		-			(189	)		-		407			788
Karma (BFA)	Gold		-		-		-			-			-		-			-
La Colorada (MEX)	Gold		-		983		(375	)		(211	)		-		397			608
Moose River (CAN)	Gold		185		-		-			(160	)		-		25			295
Moss (USA)	Silver		-		1,415		(286	)		(477	)		-		652			1,128
Mt Carlton (AUS)	Gold		268		-		-			(65	)		-		203			257
Omolon (RUS)	Gold		2,893		-		-			(1,397	)		-		1,496			-
Recuperada (PER)	Silver		137		-		-			(110	)		-		27			-
San Jose (MEX)	Silver		469		-		-			(184	)		-		285			500
Vivien (AUS)	Gold		467		-		-			(32	)		-		435			525
Other (Various)	Various		224		-		-			(221	)		-		3			222
Total segments			8,093		8,217		(5,145	)		(4,501	)		1,150		7,814			10,481
Operating expenses			-		-		-			-			-		(2,162	)		(652	)
Foreign exchange			-		-		-			-			-		(153	)		(41	)
Finance expense			-		-		-			-			-		(404	)		-
Income taxes paid			-		-		-			-			-		-			(236	)
Other			-		-		-			-			-		34			(61	)
Total corporate			-		-		-			-			-		(2,685	)		(990	)
Consolidated total			8,093		8,217		(5,145	)		(4,501	)		1,150		5,129			9,491

18

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

For the three months ended September 30, 2021:

	Primary Product	Royalty revenue		Sales		Costs of sales, excluding depletion			Depletion			Income before taxes			Cash from (used in) operations
		$		$		$			$			$			$
Auramet (USA)	Gold		-		2,166		(2,166	)		-			-			1,816
Beta Hunt (AUS)	Gold		2,706		-		-			(195	)		2,511			1,979
El Mochito (HON)	Silver		-		1,744		(439	)		(326	)		979			1,305
Florida Canyon (USA)	Gold		809		-		-			(225	)		584			759
Hope Bay (CAN)	Gold		340		-		-			(115	)		225			321
Karma (BFA)	Gold		632		-		-			(393	)		239			746
La Colorada (MEX)	Gold		-		707		(256	)		(142	)		309			451
Moose River (CAN)	Gold		207		-		-			(73	)		134			500
Moss (USA)	Silver		-		1,058		(211	)		(358	)		489			848
Mt Carlton (AUS)	Gold		919		-		-			(442	)		477			1,003
Omolon (RUS)	Gold		1,152		-		-			(758	)		394			622
San Jose (MEX)	Silver		629		-		-			(248	)		381			641
Vivien (AUS)	Gold		552		-		-			(42	)		510			472
Other (Various)	Various		37		-		-			-			37			37
Total segments			7,983		5,675		(3,072	)		(3,317	)		7,269			11,500
Operating expenses			-		-		-			-			(2,288	)		(1,832	)
Foreign exchange			-		-		-			-			(191	)		80
Finance expense			-		-		-			-			(250	)		-
Income taxes paid			-		-		-			-			-			(478	)
Other			-		-		-			-			(87	)		8
Total corporate			-		-		-			-			(2,816	)		(2,222	)
Consolidated total			7,983		5,675		(3,072	)		(3,317	)		4,453			9,278

19

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

For the nine months ended September 30, 2022:

	Primary Product	Royalty revenue		Sales		Costs of sales, excluding depletion			Depletion			Change in fair value of prepaid gold interests		Income before taxes			Cash from (used in) operations
		$		$		$			$			$		$			$
Auramet (USA)	Gold		-		8,169		(8,169	)		-			4,366		4,366			6,024
Beta Hunt (AUS)	Gold		5,049		-		-			(315	)		-		4,734			4,699
Camino Rojo (MEX)	Gold		2,708		-		-			(2,260	)		-		448			1,813
El Mochito (HON)	Silver		-		4,336		(1,076	)		(1,028	)		-		2,232			2,686
El Peñón (CHL)	Gold		105		-		-			(29	)		-		76			18
Elevation (CAN)	Gold		-		3,557		(3,557	)		-			293		293			3,379
Florida Canyon (USA)	Gold		1,966		-		-			(588	)		-		1,378			2,048
Karma (BFA)	Gold		837		-		-			(493	)		-		344			1,016
La Colorada (MEX)	Gold		-		4,017		(1,430	)		(799	)		-		1,788			2,587
Moose River (CAN)	Gold		649		-		-			(325	)		-		324			828
Moss (USA)	Silver		-		4,500		(911	)		(1,349	)		-		2,240			3,589
Mt Carlton (AUS)	Gold		1,178		-		-			(308	)		-		870			1,730
Omolon (RUS)	Gold		4,430		-		-			(2,092	)		-		2,338			-
Recuperada (PER)	Silver		564		-		-			(472	)		-		92			-
San Jose (MEX)	Silver		1,409		-		-			(501	)		-		908			1,420
Vivien (AUS)	Gold		1,340		-		-			(95	)		-		1,245			1,342
Other (Various)	Various		347		-		-			(278	)		-		69			489
Total segments			20,582		24,579		(15,143	)		(10,932	)		4,659		23,745			33,668
Operating expenses			-		-		-			-			-		(7,328	)		(6,563	)
Foreign exchange			-		-		-			-			-		(261	)		(61	)
Finance expense			-		-		-			-			-		(1,063	)		-
Income taxes paid			-		-		-			-			-		-			(1,368	)
Other			-		-		-			-			-		(254	)		(183	)
Total corporate			-		-		-			-			-		(8,906	)		(8,175	)
Consolidated total			20,582		24,579		(15,143	)		(10,932	)		4,659		14,839			25,493

20

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

For the nine months ended September 30, 2021:

	Primary Product	Royalty revenue		Sales		Costs of sales, excluding depletion			Depletion			Gain on buy back of royalty interest		Income before taxes			Cash from (used in) operations
		$		$		$			$			$		$			$
Auramet (USA)	Gold		-		2,166		(2,166	)		-			-		-			1,816
Beta Hunt (AUS)	Gold		7,864		-		-			(561	)		-		7,303			7,824
El Mochito (HON)	Silver		-		7,003		(1,709	)		(1,199	)		-		4,095			5,294
Florida Canyon (USA)	Gold		2,260		-		-			(622	)		-		1,638			2,095
Hope Bay (CAN)	Gold		1,030		-		-			(341	)		10,983		11,672			3,829
Karma (BFA)	Gold		2,083		-		-			(1,285	)		-		798			2,260
La Colorada (MEX)	Gold		-		3,555		(1,292	)		(763	)		-		1,500			2,263
Moose River (CAN)	Gold		1,025		-		-			(412	)		-		613			1,252
Moss (USA)	Silver		-		5,458		(1,089	)		(1,729	)		-		2,640			4,370
Mt Carlton (AUS)	Gold		2,303		-		-			(1,154	)		-		1,149			2,166
Omolon (RUS)	Gold		2,528		-		-			(1,675	)		-		853			3,561
San Jose (MEX)	Silver		1,894		-		-			(732	)		-		1,162			1,902
Vivien (AUS)	Gold		1,705		-		-			(186	)		-		1,519			1,808
Other (Various)	Various		173		-		-			(117	)		-		56			172
Total segments			22,865		18,182		(6,256	)		(10,776	)		10,983		34,998			40,612
Operating expenses			-		-		-			-			-		(7,352	)		(6,338	)
Foreign exchange			-		-		-			-			-		(238	)		(5	)
Gain on convertible debenture			-		-		-			-			-		2,410			-
Finance expense			-		-		-			-			-		(764	)		-
Income taxes paid			-		-		-			-			-		-			(2,379	)
Other			-		-		-			-			-		(83	)		(320	)
Total corporate			-		-		-			-			-		(6,027	)		(9,042	)
Consolidated total			22,865		18,182		(6,256	)		(10,776	)		10,983		28,971			31,570

Non-current Assets by Geographical Region:

	September 30, 2022		December 31, 2021
North America
USA	$	154,380	$	146,245
Mexico		60,452		64,012
Canada		52,195		37,969
South & Central America
Guatemala		16,069		16,069
Peru		18,161		11,607
Chile		10,173		10,073
Honduras		6,130		7,090
Dominican Republic		5,160		5,160
Argentina		3,450		3,200
Other
Russia		22,012		24,104
Burkina Faso		18,515		12,508
Australia		12,667		6,691
Côte d’Ivoire		4,030		4,030
Ghana		3,527		3,527
Various		3,968		3,995
Total(1)	$	390,889	$	356,280

⁽¹⁾ Includes royalty, stream, and other interests (Note 4), prepaid gold interests (Note 5), loan receivable (Note 6) and deferred financing costs and other.

21

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

15. FINANCIAL RISK MANAGEMENT

The Company has exposure to a variety of financial risks from its use of financial instruments. This note presents information about the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital.

Capital Risk Management

The Company’s primary objective when managing capital is to maximize returns for its shareholders by growing its asset base through accretive acquisitions of royalties, streams and other interests, while optimizing its capital structure by balancing debt and equity. At September 30, 2022, the capital structure of the Company consists of $374.2 million (December 31, 2021: $371.8 million) of total equity, comprising of share capital, reserves, accumulated other comprehensive (loss) income, and retained earnings, and $46.5 million (December 31, 2021: $12.5 million) drawn on the Company’s Credit Facility. The Company was not subject to any externally imposed capital requirements with the exception of complying with certain covenants under the Credit Facility (Note 7). The Company is in compliance with its debt covenants at September 30, 2022.

Credit Risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash and cash equivalents, accounts receivables and loan receivables in the ordinary course of business. In order to mitigate its exposure to credit risk, the Company maintains its cash and cash equivalents in several high-quality financial institutions and closely monitors its accounts receivable balances. The Company’s accounts receivables are subject to the credit risk of the counterparties who own and operate the mines underlying Maverix’s royalty portfolio.

Currency Risk

Financial instruments that impact the Company’s net income due to currency fluctuations include cash and cash equivalents, accounts receivable, investments, and trade and other payables denominated in Canadian and Australian dollars. Based on the Company’s Canadian and Australian dollar denominated monetary assets and liabilities at September 30, 2022, a 10% increase (decrease) of the value of the Canadian and Australian dollar relative to the USD would increase (decrease) net income by $0.0 million and other comprehensive income by $0.1 million, respectively.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure it will have sufficient liquidity to meet liabilities when due. In managing liquidity risk, the Company takes into account anticipated cash flows from operations, holding of cash and cash equivalents, and the amount available under the Credit Facility. As at September 30, 2022, the Company had cash and cash equivalents of $15.6 million (December 31, 2021: $17.1 million) and working capital of $37.9 million (December 31, 2021: $33.3 million). In addition, at September 30, 2022, the Company had $113.5 million available under its Credit Facility (Note 7).

22

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

Other Risks

The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further potential negative impacts on the Company’s ability to receive payments under its royalty interest in the Omolon mine in Russia that is operated by Polymetal International plc (“Polymetal”). At September 30, 2022, the Company’s accounts receivable related to its Omolon royalty interest is $7.3 million, which includes $4.4 million of amounts past due. If the Company is unable to collect the accounts receivable from Polymetal within a reasonable period of time, the Company may be required to re-measure this accounts receivable balance based on the revised expected timing of receipt. If the expected timing of the receipt of the accounts receivable from Polymetal is delayed for one year, the Company would recognize a reduction in the accounts receivable of $1.2 million.

The Company is exposed to equity price risk as a result of holding common shares in other mining companies with a combined fair market value as at September 30, 2022 of $1.3 million (December 31, 2021: $2.7 million) (Note 6). The equity prices of investments are impacted by various underlying factors including commodity prices and the volatility in global markets as a result of COVID-19 and the daily exchange traded volume of the equity may not be sufficient for the Company to liquidate its position in a short period of time without potentially affecting the market value of the equity. Based on the Company’s investments held as at September 30, 2022, a 10% increase (decrease) in the equity prices of these investments would increase (decrease) other comprehensive income by $0.1 million.

Fair Value Measurements

The fair value hierarchy establishes three levels to classify the inputs of valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Investments in common shares held that have direct listings on an exchange are classified as Level 1.

Level 2: Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liabilities.

Level 3: Prices or valuation techniques that require inputs that are both significant to fair value measurement and unobservable (supported by little or no market activity).

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as at September 30, 2022 and December 31, 2021. In accordance with IFRS 13, Fair Value Measurements, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	As at September 30, 2022						As at December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Common shares	$	1,299	$	-	$	-	$	2,678	$	-	$	-
RSU liability		794		-		-		-		-		-
Warrants		-		8		-		-		11		-
Prepaid gold interests		-		-		48,130		-		-		47,702
Total	$	2,093	$	8	$	48,130	$	2,678	$	11	$	47,702

The fair value of the prepaid gold interests are determined using a discounted cash flow model with unobservable inputs including gold prices based on analyst metal price projections and management expectations. As a result, the fair value of the prepaid gold interests are designated as a Level 3 fair value measurement (Note 5).

23

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

16. CONTRACTUAL OBLIGATIONS

In connection with its Streams and prepaid gold interests, the Company has committed to purchase the following:

	Percent of life of mine production or relevant commodity		Per ounce cash payment: Lesser of amount below and the then prevailing market price (unless otherwise noted)
Gold Stream interests
La Bolsa		5%		$450
La Colorada		100%		$650
Silver Stream interests
El Mochito		25%		25% of silver spot price
Moss		100%(1)		20% of silver spot price
Prepaid Gold Interests
Auramet		1,250 ounces plus 2% of dividends paid(2) per quarter		16% of gold spot price
Elevation		Gold equivalent of $1.0 million plus certain fixed amounts of gold per quarter(3)		5% of gold spot price

⁽¹⁾ After 3.5 million ounces of silver are delivered, Maverix’s silver purchase entitlement will be 50% of the remaining life of mine silver production.

⁽²⁾ Amount of gold that is the equivalent value to all dividends distributed by Auramet International LLC on 2% of its shares.

⁽³⁾ Nine quarterly deliveries ending in June 2023.

In connection with the acquisition of the Silvertip Royalty in 2017, the Company may issue an additional 1,400,000 common shares of the Company when the Silvertip mine achieves commercial production and a cumulative throughput of 400,000 tonnes of ore through the processing plant is achieved.

In connection with the acquisition of a portfolio of royalties from Newmont Corporation in October 2020, the Company agreed to make certain contingent cash payments of up to $15.0 million if certain production milestones at certain assets are achieved within five years of closing the acquisition.

In connection with increasing and expanding the royalty interest at Omolon, the Company agreed to make an additional $1.5 million cash payment upon sales of 1.2 million gold equivalent ounces.

In connection with the acquisition of the Barrick Royalty Portfolio in September 2022, the Company agreed to make up to a total of $10.0 million in contingent payments if the following events occur within six years of the closing date: (i) $6.0 million payable upon Eskay Creek receiving all material permits required to commence construction; (ii) $2.0 million payable when the Company has received $10.0 million in payments from the Barrick Royalty Portfolio (excluding any proceeds derived from Eskay Creek); and (iii) $2.0 million payable when the Company has received $20.0 million in payments from the Barrick Royalty Portfolio (excluding any proceeds derived from Eskay Creek).

24

Maverix Metals Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2022 and 2021

(Expressed in thousands of United States dollars, unless stated otherwise - unaudited)

17. SUBSEQUENT EVENTS

Maverix and Triple Flag to Combine

On November 10, 2022, the Company announced that it had entered into a definitive agreement (the “Agreement”) with Triple Flag Precious Metals Corp. (“Triple Flag”) in which Triple Flag will acquire all the issued and outstanding common shares of Maverix pursuant to a Plan of Arrangement (the “Transaction”), positioning Triple Flag as the leading emerging senior streaming and royalty company.

Pursuant to the Transaction, the Company’s shareholders may elect to receive either $3.92 in cash or 0.360 of a Triple Flag share per Maverix share held, representing share consideration of $3.92 per Maverix share based on the closing price of Triple Flag shares on November 9, 2022 of $10.89. The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share.

Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved Plan of Arrangement under the Canada Business Corporations Act, and will require the approval of at least (i) 66 22/3% of the votes cast be shareholders of Maverix at a special meeting and (ii) if required, minority shareholder approval in accordance with Multilateral Instrument 61-101.

Completion of the Transaction is also subject to regulatory and court approvals and other customary closing conditions. The Agreement includes customary provisions, including non-solicitation by Maverix of alternative transactions, a right of Triple Flag to match superior proposals and an approximately $24 million termination fee, payable under certain circumstances. Subject to receiving requisite court approval, the special meeting of shareholders of Maverix is expected to be held in early January 2023 and the Transaction is also expected to close in January 2023.

Quarterly Dividend Declared

On November 14, 2022, the Board of Directors of the Company declared a quarterly dividend of $0.0125 per common share payable on December 15, 2022, to shareholders of record as of the close of business on November 30, 2022.

Loan Receivable

Subsequent to September 30, 2022, the Company advanced Elevation $1.5 million under the revolving credit facility.

25

EX-99.3

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings
Full Certificate

I, Daniel O’Flaherty, Chief Executive Officer of Maverix Metals Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Maverix Metals Inc. (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 15, 2022

(signed) “Daniel O’Flaherty”

Daniel O’Flaherty

Chief Executive Officer

1 

EX-99.4

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings
Full Certificate

I, Matt Fargey, Chief Financial Officer of Maverix Metals Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Maverix Metals Inc. (the “issuer”) for the interim period ended September 30, 2022.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 15, 2022

(signed) “Matt Fargey”

Matt Fargey

Chief Financial Officer

1 

EX-99.5

Exhibit 99.5

MAVERIX ANNOUNCES THIRD QUARTER 2022 RESULTS

AND DECLARES QUARTERLY DIVIDEND

All amounts are in U.S. dollars unless otherwise indicated.

November 15, 2022, Vancouver, British Columbia – Maverix Metals Inc. (“Maverix” or the “Company”) (NYSE American & TSX: MMX) is pleased to announce operating and financial results for the third quarter ended September 30, 2022.

Third Quarter 2022 Highlights

· Gold equivalent ounces (“GEOs”) sold of 9,567¹ or 7,894¹ excluding GEOs earned in Q3 from Omolon;

· Revenue of $16.3 million;

· Cash flow from operating activities of $9.5 million;

· Cash flow from operating activities, excluding changes in non-cash working capital, of $12.6 million¹;

· Average cash cost per GEO of $171, resulting in a cash operating margin of 90% or $1,534 per ounce¹;

· Net income of $3.3 million, or $0.02 per share;

· Adjusted net income of $5.0 million¹, or $0.03 per share;

· Acquired a portfolio of 22 royalties on development, advanced exploration and exploration stage projects from Barrick Gold Corporation; and

· Acquired a 2% royalty on the Sleeping Giant mine from Abcourt Mines Inc.

Dan O’Flaherty, CEO of Maverix, commented, “As recently announced, the friendly merger of Maverix and Triple Flag Precious Metals will create the leading pure play, gold-focused emerging senior streaming and royalty company. We are excited as the combination is a continuation of the precious metals focused strategy that Maverix has followed since our inception. Maverix also posted strong third quarter operating and financial results, with several of our royalty and stream counterparties having announced positive operational updates. Additionally, it is pleasing to see that a number of the underlying development assets in our diverse portfolio are continuing to advance as expected.”

Summary of Quarterly Results

Quarter Ended (in thousands of USD, except for GEOs and per share amounts)	September 30, 2022		September 30, 2021
Statement of Income and Comprehensive Income
Royalty revenue	$	8,093	$	7,983
Sales	$	8,217	$	5,675
Total revenue	$	16,310	$	13,658
Net income	$	3,253	$	2,829
Basic earnings per share	$	0.02	$	0.02
Diluted earnings per share	$	0.02	$	0.02
Cash flow from operating activities	$	9,491	$	9,278
Dividends declared per share	$	0.0125	$	0.0125
Non-IFRS and Other Measures1
Adjusted net income	$	4,950	$	4,709
Adjusted basic earnings per share	$	0.03	$	0.03
GEOs sold		9,567		7,671
Average realized gold price per GEO	$	1,705	$	1,780
Average cash cost per GEO	$	171	$	164
Cash operating margin per GEO	$	1,534	$	1,616
Cash flow from operating activities, excluding changes in non-cash working capital	$	12,597	$	9,682

For complete details please refer to the unaudited condensed interim consolidated financial statements and associated Management Discussion and Analysis for the quarter ended September 30, 2022, available on SEDAR (www.sedar.com), EDGAR (www.sec.gov) or on Maverix’s website (www.maverixmetals.com).

1

To listen to Maverix’s President, Ryan McIntyre, discuss the third quarter results please use this link: Q3 2022 Results

Friendly Acquisition of Maverix by Triple Flag

On November 10, 2022, the Company announced that it had entered into a definitive agreement (the “Agreement”) with Triple Flag Precious Metals Corp. (“Triple Flag”) in which Triple Flag will acquire all the issued and outstanding common shares of Maverix pursuant to a Plan of Arrangement (the “Transaction”), positioning Triple Flag as the leading emerging senior streaming and royalty company.

Pursuant to the Transaction, the Company’s shareholders may elect to receive either $3.92 in cash or 0.360 of a Triple Flag share per Maverix share held, representing share consideration of $3.92 per Maverix share based on the closing price of Triple Flag shares on November 9, 2022 of $10.89. The shareholder election will be subject to pro-ration such that the cash consideration will not exceed 15% of the total consideration and the share consideration will not exceed 85% of the total consideration. Maverix shareholders who do not elect to receive either Triple Flag shares or cash will be deemed to elect default consideration of 0.360 Triple Flag shares per Maverix share.

Under the terms of the Agreement, the Transaction will be carried out by way of a court-approved Plan of Arrangement under the Canada Business Corporations Act, and will require the approval of at least (i) 66 22/3% of the votes cast be shareholders of Maverix at a special meeting and (ii) if required, minority shareholder approval in accordance with Multilateral Instrument 61-101.

Upon completion of the Transaction, existing Triple Flag and Maverix shareholders would own approximately 77% and 23% of the combined company, respectively, on a fully diluted basis. Triple Flag shareholder Elliott Investment Management L.P. and Maverix shareholders, Newmont Corporation, Pan American Silver Corp. and Kinross Gold Corporation are all supportive of the combination, reflecting their belief in the value and potential of the combined company.

Newmont Corporation and Pan American Silver Corp., together with all of the officers and directors of Maverix, collectively control approximately 57% of the common shares of Maverix on a fully-diluted basis and have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favour of the Transaction.

Completion of the Transaction is also subject to regulatory and court approvals and other customary closing conditions. The Agreement includes customary provisions, including non-solicitation by Maverix of alternative transactions, a right of Triple Flag to match superior proposals and an approximately $24 million termination fee, payable under certain circumstances.

Complete details of the Transaction will be included in a management information circular to be delivered to Maverix shareholders in the coming weeks. Subject to receiving requisite court approval, the special meeting of shareholders of Maverix is expected to be held in early January 2023 and the Transaction is also expected to close in January 2023.

Adjusted Outlook for 2022

Given the ongoing uncertainty relating to the Company’s Omolon royalty, Maverix is continuing to exclude attributable Omolon GEOs from its outlook for the second half of 2022. Excluding any contribution from the Omolon royalty in the second half, we continue to expect 28,000 to 31,000 attributable GEOs for 2022.

Asset Portfolio Updates

Omolon (2.5% GRR)

On November 2, 2022, Polymetal International plc (“Polymetal”) announced that it is on track to meet its full year production guidance for fiscal 2022. In Q3, the Omolon mine produced approximately 56,000 ounces of gold and 100,000 ounces of silver. Polymetal also announced it has successfully completed the restructuring of its sales channels and started to unwind accumulated inventory. In late Q3, export sales resumed and Polymetal’s management team expects the gap between production and sales to be closed by the end of the year. The conflict between Russia and Ukraine and any restrictive actions that have or may be taken in response thereto, such as sanctions, export and or currency controls, have caused and could have further negative impacts on Polymetal’s ability to continue operation of Omolon and could further inhibit Polymetal’s ability to make payments to the Company. Maverix continues to work with Polymetal to effect payment of royalties from Omolon in a way that does not breach any relevant sanctions.

For more information, please refer to polymetalinternational.com and see the news release dated November 2, 2022.

2

Mt. Carlton (2.5% NSR)

On October 27, 2022, Navarre Minerals Ltd. (“Navarre”) announced that it had received notification from the Queensland Government of the final approval for an amendment to Mt Carlton’s Environmental Authority which allows for commencement of mining operations at the Mt Carlton United (“MCU”) gold-silver-copper deposit, located approximately 4 kilometres from the Mt Carlton processing facility. This approval is a significant milestone, securing the last hurdle to enable mining activities to proceed immediately, with first ore from the project expected to be delivered to the Mt Carlton processing facility in December 2022. The higher-grade material at MCU will provide the underlying driver for the improvement in production and costs. The MCU project is one of five potential satellite open pit deposits identified within the tenement package included in Navarre’s acquisition of the Mt Carlton operation in October 2021. Since acquiring Mt Carlton, Navarre’s commitment to invest in resource definition and exploration drilling has resulted in significant growth of the Mt Carlton mineral inventory, particularly at MCU.

For more information, please refer to navarre.com.au and see the news release dated October 27, 2022.

Moss (100% Silver Stream)

On October 31, 2022, Elevation Gold Mining Corp. (“Elevation”) announced the results from its recently completed reverse circulation resource definition and expansion drilling program at its Moss mine, which continues to demonstrate the high expansion potential of the mine. Recent drilling in the West Pit and Center Pit continued to intersect multiple stockwork vein zones in the hanging and footwalls to the main Moss and Ruth Veins confirming broadening of the system to the west and the presence of significant gold in the Ruth Vein beneath the Center Pit. A new reverse circulation drilling program will begin in November 2022 to further test mineralization near Center Pit and West Pit.

For more information, please refer to elevationgold.com and see the news release dated October 31, 2022.

Hope Bay (1% NSR)

On October 26, 2022, Agnico Eagle Mines Limited (“Agnico Eagle”) announced that exploration drilling at Hope Bay totaled 76,200 metres during the first nine months of 2022 and it is anticipated that approximately 100,000 metres will be completed in 2022. Most of this drilling was done at Doris, where three drill rigs are currently operating at surface and three rigs operating underground. Recent results continue to confirm and extend high-grade mineralization at depth. At Madrid, drilling continues to ramp up with two rigs now operating on surface. A second drill contractor has been mobilized to site to increase drilling capacity moving forward. Farther south in the Hope Bay belt at the Boston deposit, camp refurbishment has been completed and the site is ready for exploration drilling in 2023.

For more information, please refer to agnicoeagle.com and see the news release dated October 26, 2022.

Dividend

The Company is pleased to announce that its Board of Directors has approved the payment of the quarterly cash dividend of $0.0125 per common share. The dividend will be paid on or about December 15, 2022, to shareholders of record as of the close of business on November 30, 2022.

The dividend is designated as an “eligible dividend” for the purposes of the Income Tax Act (Canada). Dividends paid by Maverix to shareholders outside Canada (non-resident investors) will be subject to Canadian non-resident withholding taxes. The declaration, timing, amount and payment of future dividends remains at the discretion of Maverix’s Board of Directors.

⁽¹⁾ Please refer to the Non-IFRS Measures section at the end of this news release.

Qualified Person

Brendan Pidcock, P.Eng., is Vice President, Technical Services for Maverix, and a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), has reviewed and approved the scientific and technical disclosure contained in this news release.

3

About Maverix

Maverix is a gold-focused royalty and streaming company with a globally diversified portfolio of over 140 assets. Maverix’s mission is to increase per share value by acquiring precious metals royalties and streams. Its shares trade on both the NYSE American and the TSX under the symbol “MMX”.

For further information, please visit our website at maverixmetals.com or contact:

Maverix Metals Inc.

Valerie Burns

Manager of Investor Relations

(604) 343-6225

info@maverixmetals.com

Cautionary statements to U.S. investors

Information contained or referenced in this press release or in the documents referenced herein concerning the properties, technical information and operations of Maverix has been prepared in accordance with requirements and standards under Canadian securities laws, which differ from the requirements of the U.S. Securities and Exchange Commission (“SEC”) under subpart 1300 of Regulation S-K (“S-K 1300”). The terms “mineral resource” and “inferred mineral resource” used in this press release or in the documents incorporated by reference herein are mining terms as defined in accordance with NI 43-101 under guidelines set out in the Definition Standards for Mineral Resources and Mineral Reserves adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council. While the terms are substantially similar to the same terms defined under S-K 1300 there are differences in the definitions. Accordingly, there is no assurance any mineral resources that the Company may report under NI 43-101 will be the same as resource estimates prepared under the standards adopted under S-K 1300. Because the Company is eligible for the Multijurisdictional Disclosure System adopted by the SEC and Canadian Securities Administrators, the Company is not required to present disclosure regarding its mineral properties in compliance with S-K 1300. Accordingly, certain information contained in this press release concerning descriptions of mineralization and mineral resources under these standards may not be comparable to similar information made public by US companies subject to reporting and disclosure requirements of the SEC.

Non-IRFS Measures

Maverix has included certain performance measures in this news release that do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”) including adjusted net income, total GEOs sold, average realized gold price per GEO, average cash cost per GEO, cash operating margin and cash flow from operating activities excluding changes in non-cash working capital. Adjusted net income is calculated by excluding the effects of the non-cash cost of sales related to the prepaid gold interests, non-cash change in fair value of the prepaid gold interests, other income/expenses, impairment charges, gains/(losses) on sale or amendments of royalty and streams and unusual non-recurring items. The Company believes that adjusted net income is a useful measure of the Company’s performance because it adjusts for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The Company’s royalty revenue and silver sales are converted to a GEO basis by dividing the royalty revenue and silver sales for a period by the average gold price based on the LBMA Gold Price PM Fix per ounce for the same respective period. These GEOs when combined with the gold ounces sold from the Company’s gold streams and prepaid gold interests equal total GEOs sold. Average realized gold price per GEO is calculated by dividing the total revenue by the GEOs sold. Average cash cost per GEO is calculated by dividing the total cost of sales, less depletion less non-cash cost of sales of the prepaid gold interests, by the GEOs sold. In the precious metals mining industry, these are common performance measures but do not have any standardized meaning. Cash operating margin is calculated by subtracting the average cash cost per GEO sold from the average realized gold price per GEO sold. The Company presents cash operating margin as it believes that certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal royalty and streaming sector who present results on a similar basis. The Company has also used the non-IFRS measure of operating cash flows excluding changes in non-cash working capital. This measure is calculated by adding back the decrease or subtracting the increase in changes in non-cash working capital to or from cash provided by (used in) operating activities. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these non-IFRS measures differently. The 2022 forecast herein assumes a gold price of $1,750 per ounce and a silver price of $21.00 per ounce. The forecast was derived using information that is available in the public domain as at the date hereof, which included guidance and estimates prepared and issued by management of the operators of the mining operations in which Maverix holds an interest. The forecast is sensitive to the performance and operating status of the underlying mines. None of the information has been independently verified by Maverix and may be subject to uncertainty. There can be no assurance that such information is complete or accurate. Maverix’s business, operations, financial condition, and financial outlook could be materially adversely affected by the continued impact of the COVID-19 global health pandemic. At this time, Maverix cannot reasonably estimate the duration of any potential business disruptions, impact to underlying operations that Maverix holds an interest in or any related financial impact that is related to or caused by COVID-19.

4

Cautionary note regarding forward-looking statements

This release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management’s current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking statements and information include, but are not limited to, statements with respect to the Company’s annual guidance and or organic growth in respect of its portfolio of assets, developments in respect of Maverix’s portfolio of royalties and streams, and developments at certain of the mines, projects or properties that underlie the Company’s interests, and as well the friendly merger of Maverix and Triple Flag Precious Metals Corp., including the terms and conditions of the definitive agreement entered into between the parties dated November 10, 2022. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the impact of general business and economic conditions; the absence of control over mining operations from which Maverix will purchase gold and other metals or from which it will receive royalty payments and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties or interruptions in operations; problems inherent to the marketability of gold and other metals; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; industry conditions, including fluctuations in the price of the primary commodities mined at such operations, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects Maverix; stock market volatility; regulatory restrictions; liability, competition, the potential impact of epidemics, pandemics or other public health crises, including the current outbreak of the novel coronavirus known as COVID-19 on Maverix’s business, operations and financial condition, loss of key employees, as well as those risk factors discussed in the section entitled “Risk Factors” in Maverix’s annual information form dated March 16, 2022, available at www.sedar.com. Maverix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Maverix undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available.

Technical and third-party information

The disclosure herein and relating to properties and operations on the properties in which Maverix proposes to acquire a royalty, stream or other interest is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at the date hereof, and none of this information has been independently verified by Maverix. Specifically, as a royalty or stream holder or prospective royalty or stream holder, Maverix has limited, if any, access to properties included in its asset portfolio and the Royalty Portfolio. Additionally, Maverix may from time to time receive operating information from the owners and operators of the properties, which it is not permitted to disclose to the public. Maverix is dependent on, (i) the operators of the properties and their qualified persons to provide information to Maverix, or (ii) on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Maverix holds or proposes to acquire a royalty, stream or other interest, and generally has limited or no ability to independently verify such information. Although Maverix does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Maverix's royalty, stream or other interest. Maverix's royalty, stream or other interests often cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, mineral resources, and production of a property.

5