Unless otherwise
specified, all references to dollars set forth
herein shall mean United
States (U.S.) dollars.
TSXV: MTA
NYSE AMERICAN: MTA
VANCOUVER, April 27, 2020 /CNW/ - Metalla Royalty
& Streaming Ltd. ("Metalla" or the
"Company") (TSXV: MTA) (NYSE American: MTA) is pleased to
announce that it has entered into a share purchase agreement
("SPA") dated April 24, 2020
with Idaho Resources Corporation ("IRC"), a privately held
Nevada corporation, whereby a wholly-owned U.S. subsidiary of
Metalla will acquire 100% of the issued and outstanding shares of
IRC for $4.0 million in cash and
shares.
IRC holds a 0.5% gross overriding royalty ("GOR") on the
Anglo/Zeke claim block in Eureka County,
Nevada, which is located on trend to the southeast of the
Cortez Operations and Goldrush project owned by Nevada Gold Mines ("NGM"). NGM is a joint
venture between Barrick Gold Corporation
("Barrick") (61.5%) and Newmont Corporation
("Newmont") (38.5%), which was created in July 2019 to combine Barrick and Newmont's
significant assets across Nevada to create the single largest gold
producer in the world. IRC also holds a 1.5% GOR covering NuLegacy
Gold Corporation's ("NuLegacy") Red Hill project ("Red
Hill") in Eureka County,
Nevada, which is contiguous to the southeast of the
Anglo/Zeke claims.
Brett Heath, President and CEO
of Metalla, commented, "We are pleased to add two
high-quality strategic gold royalties on trend of one of the
largest gold operations on the planet. This transaction
gives shareholders exposure to one of the most prolific gold
structures covering approximately 19,000 hectares on the
Battle Mountain-Eureka trend in Nevada, of which 7,500 hectares are owned
by the two largest gold producing companies in the
world, Newmont and Barrick."
The consideration for the SPA will be satisfied by Metalla
issuing $2.0 million in common shares
based on the ten-day volume-weighted average price of shares traded
on the TSXV exchange at a price of C$7.88, and $2.0
million in cash. The transaction is subject to customary
closing conditions and exchange approvals and is expected to close
on or around June 1, 2020.
ANGLO/ZEKE (0.5% GOR)
The Anglo/Zeke claims cover more than 7,500 hectares of
exploration land owned by NGM east and southeast of the Goldrush
deposit along the Battle
Mountain-Eureka trend.
Barrick has previously stated the Goldrush deposit is a large
Carlin-type gold development
project with initial production projected for 2021, which will
progress toward a steady-state production of 450,000 ounces of gold
per annum during its first full five years of
operation(1). Goldrush's end of 2019 reserve estimate is
2 million ounces at 9.7 g/t gold with a measured and indicated
resource estimate of 9.4 million ounces at 9.4 g/t
gold(2). Barrick previously has disclosed that
mineralization at Goldrush is open along strike towards the north
and east where the royalty property continues with the favorable
stratigraphic host of the Goldrush, Cortez
Hills, and Pipeline deposits, and has identified a mineral
potential area known as Goldrush South(3) on the
Anglo/Zeke claims.
RED HILL (1.5% GOR)
The Red Hill project owned by NuLegacy covers an area of
interest of more than 11,500 hectares southeast of the Anglo-Zeke
Claim block along the Battle
Mountain-Eureka trend that
hosts the NGM's Cortez Operations. Within the area of interest is
the Red Hill property package encompassing the Avocado, Serena, and
Iceberg gold deposits. Past drilling in the Serena and Iceberg
deposits has intersected high-grade intercepts, including 22 meters
at 6.59 g/t gold and 31.2 meters at 3.9 g/t gold(4).
Recently, NuLegacy completed geophysical surveys on their land
package, which identified an interesting untested anticline
structure under cover to the west called the Rift Anticline, which
is explained by NuLegacy to be an analogue to Nevada Gold Mine's Goldrush deposit to the
northwest. NuLegacy expects to receive an expanded drill permit to
test the Rift Anticline target by the end of 2020 with a
preliminary drill program of 12 to 15 holes.
CORTEZ CLAIM REVERSIONARY RIGHTS
The IRC acquisition will also provide Metalla the opportunity to
acquire the mineral claims under the Cortez Joint Venture plan of
operations should NGM choose to relinquish their mineral claim
interests. The claim reversionary rights cover the Cortez,
Cortez Hills, Goldrush, Fourmile,
Hilltop, Gold Acres, and Pipeline deposit mineral claims in Lander
& Eureka County, Nevada.
QUALIFIED PERSON
The technical information contained in this news release has
been reviewed and approved by Charles
Beaudry, geologist M.Sc., member of the Association of
Professional Geoscientists of Ontario and the Ordre des Géologues du Québec
and a consultant to Metalla. Mr. Beaudry is a Qualified Person as
defined in National Instrument 43-101 Standards of disclosure for
mineral projects.
ABOUT METALLA
Metalla was created for the purpose of providing shareholders
with leveraged precious metal exposure by acquiring royalties and
streams. Our goal is to increase share value by accumulating a
diversified portfolio of royalties and streams with attractive
returns. 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
royalty 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 it's Regulation Services Provider (as
that term is defined in the policies of the Exchange) accept
responsibility for the adequacy or accuracy of this
release.
The Metalla common shares to be issued in the transaction
have not been and will not be registered under the United States
Securities Act of 1933, as amended, or any state securities laws,
and may be offered and sold only pursuant to available exemptions
from the registration requirements thereof. This press
release is not an offer to sell or a solicitation of an offer to
buy any securities.
Notes:
Note that mineralization on adjacent properties is not
necessarily indicative of similar mineralization on properties on
which Metalla will hold a royalty interest on completion of the
transaction. A qualified person has not done sufficient work
to classify the historical estimates disclosed above as current
mineral resources or mineral reserves, and the Company is not
treating the historical estimates as current mineral resources or
mineral reserves.
1 See Barrick Gold Quarterly Report dated
October 25, 2017
2 See Barrick Gold
September 19, 2019 Presentation
3 See BARRICK GOLD CORPORATION Q3 Conference Call
November 1, 2012
4 See NuLegacy Gold February
2020 Presentation
TECHNICAL AND THIRD-PARTY INFORMATION
Except where otherwise stated, the disclosure in this press
release relating to the Anglo/Zeke and Red Hill claims and Project
Goldrush 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.
Specifically, Metalla has limited, if any, access to these
properties. Although Metalla 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. Metalla's
royalty interests often cover less than 100% and sometimes only a
portion of the publicly reported mineral reserves, mineral
resources, and production of a property.
The disclosure was prepared in accordance with Canadian
National Instrument 43-101 ("NI 43-101"), which differs
significantly from the current requirements of the U.S. Securities
and Exchange Commission (the "SEC") set out in Industry Guide 7.
Accordingly, such disclosure may not be comparable to similar
information made public by companies that report in accordance with
Industry Guide 7. In particular, this news release may refer to
"mineral resources", "measured mineral resources", "indicated
mineral resources" or "inferred mineral resources". While these
categories of mineralization are recognized and required by
Canadian securities laws, they are not recognized by Industry Guide
7 and are not normally permitted to be disclosed in SEC filings by
U.S. companies that are subject to Industry Guide 7. U.S. investors
are cautioned not to assume that any part of a "mineral resource",
"measured mineral resource", "indicated mineral resource", or
"inferred mineral resource" will ever be converted into a
"reserve." In addition, "reserves" reported by the Company under
Canadian standards may not qualify as reserves under Industry Guide
7. Under Industry Guide 7, mineralization may not be classified as
a "reserve" unless the mineralization can be economically and
legally extracted or produced at the time the "reserve"
determination is made. Accordingly, information contained or
referenced in this news release containing descriptions of mineral
deposits may not be comparable to similar information made public
by U.S. companies subject to the reporting and disclosure
requirements of Industry Guide 7.
"Inferred mineral resources" have a great amount of
uncertainty as to their existence and great uncertainty as to their
economic and legal feasibility. It cannot be assumed that all or
any part of an inferred mineral resource will ever be upgraded to a
higher category. Further, while NI 43-101 permits companies to
disclose economic projections contained in preliminary economic
assessments and pre-feasibility studies, which are not based on
"reserves", U.S. companies have not generally been permitted under
Industry Guide 7 to disclose economic projections for a mineral
property in their SEC filings prior to the establishment of
"reserves". Disclosure of "contained ounces" in a resource is
permitted disclosure under Canadian reporting standards; however,
Industry Guide 7 normally only permits issuers to report
mineralization that does not constitute "reserves" by Industry
Guide 7 standards as in-place tonnage and grade without reference
to unit measures. Historical results or feasibility models
presented herein are not guarantees or expectations of future
performance.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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 closing of the proposed transaction; mineralization,
production and other developments on Project Goldrush, which
is not one of the properties on which IRC holds a GOR; exploration
potential, future development, production, recoveries and other
anticipated or possible future developments on the properties on
which the Company or IRC holds royalty and stream interests or
relating to the companies owning or operating such properties;
current and potential future estimates of mineral reserves and
resources; potential improvements of project economics and
anticipated cost of production; potential improvements to capital
efficiency; future optimization of mine plans; future cash
generation; the timing of the sale or other disposition of
companies or mining properties; potential reduction of
environmental impact; potential improvements to community benefits;
and the potential for Metalla to become one of the leading precious
metal royalty and streaming companies. 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: Metalla may not obtain the required stock
exchange approvals to complete the transaction or the closing
conditions may not be satisfied; potential actions by the
operators; changes in commodity prices; lack of control over mining
operations; exchange rates; delays in or failure to receive
payments; delays in construction; delays in the sale of the mines;
third party reporting; and the other risks and uncertainties
disclosed under the heading "Risk Factors" in the Company's most
recent annual information form, annual report on Form 40-F and
other documents filed with or submitted to the Canadian securities
regulatory authorities on the SEDAR website at www.sedar.com and
the U.S. Securities and Exchange Commission on the EDGAR website at
www.sec.gov. 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.
SOURCE Metalla Royalty and Streaming Ltd.