(All dollar amounts are in Canadian dollars unless otherwise
indicated)
TSXV: MTA
OTCQX: MTAFF
Frankfurt: X9CP
VANCOUVER, Nov. 7, 2018 /CNW/ - Metalla Royalty &
Streaming Ltd. ("Metalla" or the "Company")
(TSXV: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is pleased to announce
that it has closed its previously announced acquisition of a 2% net
smelter return royalty (the "Royalty") on the Santa Gertrudis gold property located north of
Hermosillo in Sonora, Mexico from GoGold Resources Inc.
("GoGold") (as disclosed in a news release dated
September 5, 2018) (the
"Transaction") for US$12
million.
Brett Heath, President, and CEO
of Metalla commented, "We are pleased to have completed this
transaction to give our shareholders exposure to world-class mining
operator Agnico Eagle Mines Ltd. The Royalty on Santa Gertrudis will represent a long life and
low-cost mine on an expansive land package that will translate into
a future cornerstone asset in the Metalla royalty portfolio." Mr.
Heath continued, "We also would like to welcome GoGold as a new
shareholder. This transaction is a great example of our
3rd party royalty model at work, allowing holders of
pre-existing royalties to maximize the value and maintain the
exposure of the royalty through our equity."
SHARE ELECTION
GoGold elected to accept US$6
million of the purchase price by being issued common shares
of Metalla (the "Metalla Shares") at a deemed price of
$0.78 per Metalla Share (the
"Share Consideration"). The Share Consideration represents a
total of 10,123,077 Metalla Shares with a pro forma interest
of 9.9%. The Share Consideration will be subject to a 4-month hold
period under applicable securities laws, rules of the TSX Venture
Exchange (the "Exchange"), and further trading restrictions
governed by the definitive agreement.
LOAN AGREEMENTS
Metalla has also entered into loan agreements with a syndicate
of arm's length lenders (the "Lenders") for aggregate loan
proceeds of US$1,750,000 (the
"Loan"). The proceeds from the Loan were used to pay, in
part, the US$6 million cash portion
of the acquisition price for the Royalty. The balance of the
acquisition price for the Royalty was paid from the Company's cash
reserves.
Terms of the Loan include interest at a rate of 5.0% per annum,
calculated annually, and a term of twelve months (the "Maturity
Date") with early repayment provisions. As an inducement for
providing the Loan, Metalla has agreed to provide the Lenders an
origination discount of US$52,500 in
total and, subject to the approval of the Exchange, to issue an
aggregate of 525,000 non-transferable common share purchase
warrants (the "Metalla Warrants"). Each Metalla Warrant will
entitle the holder to acquire one Metalla Share at an exercise
price of $0.85 for a period of two
years. (The term of the warrants is subject to the approval of the
Exchange.) The Metalla Warrants and the underlying Metalla Shares
to be issued upon exercise of the Metalla Warrants will be subject
to a 4-month hold period under applicable securities laws.
The Company has also granted the lenders as collateral a corporate
guarantee on the wholly-owned subsidiary of Metalla that will hold
the Royalty on the closing of the Transaction.
CAPITAL STRUCTURE
Following the completion of the Transaction, the Metalla's
issued and outstanding common shares are expected to be
approximately 102 million, which includes 2.8 million
Metalla common shares priced at $0.78
to be issued pursuant to the automatic conversion of the
convertible debenture held by Coeur Mining, Inc. (the
"Convertible Debenture"). The Convertible Debenture
automatically converts into Metalla Shares at future financings (at
the future financing price) or asset acquisitions (at the
acquisition price) to maintain Coeur's 19.99% until the outstanding
principal is either converted in full or otherwise repaid. The
remaining balance on the Convertible Debenture is expected to be
US$3.2 million the automatic
conversion.
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. Our 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.
For further information, please visit our website at
www.metallaroyalty.com
ON BEHALF OF METALLA ROYALTY & STREAMING LTD.
"Brett Heath"
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accept responsibility for the adequacy or accuracy of this
release.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The securities
being offered have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the ''U.S.
Securities Act''), or any state securities laws, and may not be
offered or sold in the United
States, or to, or for the account or benefit of, a "U.S.
person" (as defined in Regulation S of the U.S. Securities Act)
unless pursuant to an exemption therefrom. This press release is
for information purposes only and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of the
Company in any jurisdiction.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian and U.S. securities legislation. The forward-looking
statements herein are made as of the date of this press release
only, and the Company does not assume any obligation to update or
revise them to reflect new information, estimates or opinions,
future events or results or otherwise, except as required by
applicable law.
Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "expects", "is
expected", "budgets", "scheduled", "estimates", "forecasts",
"predicts", "projects", "intends", "targets", "aims", "anticipates"
or "believes" or variations (including negative variations) of such
words and phrases or may be identified by statements to the effect
that certain actions "may", "could", "should", "would", "might" or
"will" be taken, occur or be achieved. Forward-looking information
in this press release includes, but is not limited to, statements
with respect to future events or future performance of Metalla,
disclosure regarding the precious metal purchase agreements and
royalty payments to be paid to Metalla by property owners or
operators of mining projects pursuant to net smelter returns and
other royalty agreements of Metalla, repayment of the Loans,
Exchange acceptance of the Metalla Warrants, the Metalla Shares
that will be issued and outstanding after conversion of the
Convertible Debenture, management's expectations regarding
Metalla's growth, results of operations, estimated future revenues,
carrying value of assets, future dividends, and requirements for
additional capital, production estimates, production costs and
revenue, future demand for and prices of commodities, expected
mining sequences, business prospects and opportunities. Such
forward-looking statements reflect management's current beliefs and
are based on information currently available to management.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance, or
achievements expressed or implied by the forward-looking
statements. The forward-looking statements contained in this press
release are based on reasonable assumptions that have been made by
management as at the date of such information and is subject to
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, without limitation: the impact of general business and
economic conditions; the ongoing operation of the properties in
which the Company holds a royalty, stream, or other production-base
interest by the owners or operators of such properties in a manner
consistent with past practice; absence of control over mining
operations; the accuracy of public statements and disclosures made
by the owners or operators of such underlying properties; no
material adverse change in the market price of the commodities that
underlie the asset portfolio; and other risks and uncertainties
disclosed under the heading "Risk Factors" in the Management's
Discussion and Analysis of the Company for the year ended
May 31, 2018 dated September 26, 2018 filed with the Canadian
securities regulatory authorities on the SEDAR website at
www.sedar.com.
Although Metalla has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those contained in forward-looking information,
there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such information. Investors are cautioned that
forward-looking statements are not guarantees of future
performance. The Company cannot assure investors that actual
results will be consistent with these forward-looking statements.
Accordingly, investors should not place undue reliance on
forward-looking statements or information.
Readers are cautioned that forward-looking statements are not
guarantees of future performance. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements.
SOURCE Metalla Royalty and Streaming Ltd.
