VANCOUVER, July 31, 2018 /CNW/ - Metalla Royalty
& Streaming Ltd. ("Metalla" or the "Company") (TSXV:MTA)
(OTCQX:MTAFF) (Frankfurt:X9CP) is pleased to announce the
successful completion of the previously announced plan of
arrangement with ValGold Resources Ltd. ("ValGold"),
pursuant to which Metalla has acquired all of the outstanding
shares of ValGold (the "ValGold Shares") by way of a
court-approved plan of arrangement (the "Arrangement").
Brett Heath, President and Chief
Executive Officer of Metalla stated, "We are very pleased to close
this accretive transaction which further broadens our royalty
portfolio pipeline in the tier-one jurisdiction of
Canada, while preserving our strong balance sheet. With the
acquisition of Valgold complete, Metalla will now have a portfolio
of 21 royalties and streams on projects ranging from production,
development, and exploration from some of the strongest operators
in the precious metals mining sector."
Under the terms of the Arrangement, holders of ValGold Shares
received 0.1667 common shares of Metalla ("Metalla Shares")
for each ValGold Share held (the "Exchange Ratio"). In
addition, Holders of outstanding ValGold options ("ValGold
Options") at closing received Metalla Shares on the basis of
the in-the-money value of such ValGold Options. Metalla issued an
aggregate 9,659,973 Metalla Shares in exchange for the ValGold
Shares and ValGold Options issued and outstanding immediately prior
to closing. Outstanding ValGold warrants ("ValGold
Warrants") will be exercisable to acquire up to 2,616,831
Metalla Shares, each at an exercise price of approximately
$0.60. The certificates previously
representing ValGold Warrants will now evidence a right to acquire
Metalla Shares, and no new certificates will be issued. Following
the closing of the Arrangement, the aggregate issued and
outstanding share capital of Metalla consists of 85,239,905 Metalla
Shares.
Registered shareholders of ValGold will receive the Metalla
Shares to which they are entitled upon delivery to Computershare
Trust Company of Canada
("Computershare") of their respective share certificates and
completed letters of transmittal together with other required
documents. Shareholders are encouraged to contact Computershare at
604-661-9400 for further information concerning the exchange
process. The vast majority of shareholders of ValGold are
non-registered shareholders. Non-registered shareholders do not
need to deposit share certificates of letters of transmittal. The
shares will be converted automatically.
It is anticipated that the ValGold Shares will be delisted from
the TSX Venture Exchange ("TSXV") and ValGold will submit an
application to cease to be a reporting issuer. Metalla Shares
received by ValGold shareholders pursuant to the Arrangement will
trade on the TSXV under the symbol MTA.
Advisors and Counsel
Metalla retained Bennett Jones LLP as legal advisor.
ValGold retained Evans & Evans, Inc. as financial advisor
and McMillan LLP as legal advisor.
About Metalla
Metalla is a precious metals royalty and streaming company.
Metalla provides shareholders with leveraged precious metal
exposure through a diversified and growing portfolio of royalties
and streams. Metalla's strong foundation of current and future
cash-generating asset base, combined with an experienced team gives
Metalla a path to become one of the leading gold and silver
companies for the next commodities cycle.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "Forward‐Looking Statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward‐looking information"
under applicable Canadian securities laws. When used in this news
release, the words "anticipate", "believe", "estimate", "expect",
"target", "plan", "forecast", "may", "would", "could", "schedule"
and similar words or expressions, identify forward‐looking
statements or information. These forward‐looking statements or
information relate to, among other things: delisting of ValGold
Shares and ValGold ceasing to be a reporting issuer; anticipated
benefits of the Arrangement to Metalla, ValGold and their
respective shareholders; enhanced value and capital markets profile
of Metalla; and future exploration and growth potential for
Metalla. In respect of the Forward-Looking Statements and
forward-looking information, Metalla has provided such statements
in reliance on certain assumptions that it believes are reasonable
at this time, including assumptions as to the ability of the
parties to receive, in a timely manner, the necessary regulatory
approvals and the ability of Metalla to complete other
acquisitions. Accordingly, readers should not place undue reliance
on the Forward-Looking Statements and forward-looking information
contained in this news release.
These statements reflect Metalla's current views with respect to
future events and are necessarily based upon a number of other
assumptions and estimates that, while considered reasonable by the
respective parties, are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause
actual results, performance or achievements to be materially
different from the results, performance or achievements that are or
may be expressed or implied by such forward-looking statements or
forward-looking information and the parties have made assumptions
and estimates based on or related to many of these factors. Such
factors include, without limitation: the synergies expected from
the Arrangement not being realized; changes in law; fluctuations in
general macroeconomic conditions; fluctuations in securities
markets and the market price of the Metalla Shares; and
availability of necessary future financing. Readers are cautioned
against attributing undue certainty to Forward‐Looking Statements
or forward-looking information. Although Metlla has attempted to
identify important factors that could cause actual results to
differ materially, there may be other factors that cause results
not to be anticipated, estimated or intended. Metalla does not
intend and does not assume any obligation, to update these
Forward‐Looking Statements or forward-looking information to
reflect changes in assumptions or changes in circumstances or any
other events affecting such statements or information, other than
as required by applicable law.
SOURCE Metalla Royalty and Streaming Ltd.
