/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN UNITED
STATES/
(All dollar amounts are in Canadian dollars
unless otherwise indicated)
TSXV: MTA
OTCQX: MTAFF
Frankfurt: X9CP
VANCOUVER, Dec. 21, 2018 /CNW/ - Metalla Royalty
& Streaming Ltd. ("Metalla" or the
"Company") (TSXV: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is
pleased to announce that the Company has closed the first tranche
of its previously announced brokered "best efforts" private
placement financing of 4,521,400 units of the Company (the
"Units") at a price of $0.78
per Unit (the "Issue Price") for gross proceeds of
$3,526,692. Due to significant demand
from investors, the Company is also pleased to announce that it has
entered into an amendment agreement with Haywood Securities Inc.
("Haywood"), on behalf of a
syndicate of agents, including PI Financial Corp. and Canaccord
Genuity Corp. (together with Haywood, the "Agents"), pursuant to
which the Company and the Agents have agreed to increase the size
of the private placement Offering to 8,724,896 Units for gross
proceeds of approximately $6.8
million (the "Offering").
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one-half of one Common Share
purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to
acquire one Common Share of the Company at a price of C$1.17 for a period of 24 months from the closing
of the Offering (the "Closing"). In the event that the
closing price of the Common Shares on the TSX Venture Exchange
("TSXV") (or other stock exchange) is greater than
C$1.50 per Common Share for a period
of 10 consecutive trading days at any time after the Closing, the
Company may accelerate the expiry date of the Warrants by written
notice (or by way of news release in lieu of written notice) to the
holders of the Warrants and in such case the Warrants will expire
on the 30th day after the date of such notice.
In connection with the Offering, the Company has agreed to pay
to the Agents a cash fee in an amount equal to 6.0% of the gross
proceeds of the Offering, excluding any proceeds raised from a
president's list of subscribers for up to a maximum of $3 million in Units (the "President's List
Subscribers"), in respect of which the Company agrees to pay a
cash fee equal to 3.0% of the aggregate proceeds raised from such
President's List Subscribers. The Company has also agreed to issue
compensation options to the Agents entitling the Agents to purchase
that number of Common Shares equal to 6.0% of the aggregate number
of Units issued under the Offering with an exercise price per
Common Share that is equal to the Issue Price until the date that
is 24 months after the Closing (other than with respect to
President's List Subscribers, for which the number of compensation
options issuable shall be reduced to 3.0%).
The second tranche of the Offering for additional gross proceeds
of approximately $3.3 million is
expected to close on or about January 4,
2019 and is subject to the receipt of any necessary
regulatory approvals including the approval of the TSXV. The
securities issued in the first tranche of the Offering are subject
to a four-month hold period under applicable securities laws in
Canada expiring on April 22, 2019.
Net proceeds from the Offering will be used to finance the
royalty transaction as announced on December
11, 2018, and for other royalty and stream acquisitions.
The securities issued or to be issued pursuant to the Offering
have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any U.S. state securities laws, and may not be
offered or sold to, or for the account or benefit of, persons in
the United States or U.S. persons
(as such terms are defined in Regulation S promulgated under the
U.S. Securities Act), absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy securities to, or for the account or benefit of,
persons in the United States or
U.S. persons, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
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.
(signed) "Brett Heath"
President and CEO
Neither the TSXV 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.
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 statements
and information include, but are not limited to, statements with
respect to the transactions contemplated under the anticipated use
of proceeds from the Offering, a proposed future transactions
Metalla may undertake and their expected timing, the completion of
the second tranche of the Offering and final acceptance of the
TSXV.. 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 statements and information are
subject to various known and unknown risks and uncertainties, many
of which are beyond the ability of Metalla to control or predict,
that may cause Metalla's actual results, performance or
achievements to be materially different from those expressed or
implied thereby, and are developed based on assumptions about such
risks, uncertainties and other factors set out herein, including
but not limited to: the requirement for regulatory approvals and
third party consents, the impact of general business and economic
conditions, the absence of control over the mining operations from
which Metalla will purchase gold and receive royalties, including
risks related to international operations, government relations and
environmental regulation, the inherent risks involved in the
exploration and development of mineral properties; the
uncertainties involved in interpreting exploration data; the
potential for delays in exploration or development activities; the
geology, grade and continuity of mineral deposits; the possibility
that future exploration, development or mining results will not be
consistent with Metalla's expectations; accidents, equipment
breakdowns, title matters, labor disputes or other unanticipated
difficulties or interruptions in operations; fluctuating metal
prices; unanticipated costs and expenses; uncertainties relating to
the availability and costs of financing needed in the future; the
inherent uncertainty of production and cost estimates and the
potential for unexpected costs and expenses, commodity price
fluctuations; currency fluctuations; regulatory restrictions,
including environmental regulatory restrictions; liability,
competition, loss of key employees and other related risks and
uncertainties. Metalla 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. No
forward-looking statement can be guaranteed, and actual future
results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or
information. Some of the disclosure in this press release 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 Metalla.
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.
