Metalla Royalty & Streaming Ltd. (TSXV: MTA) (NYSE American:
MTA) (the “
Company” or “
Metalla”)
and Coeur Mining, Inc. (NYSE: CDE) (“
Coeur”)
announce that they have entered into a bid letter with a syndicate
of underwriters led by PI Financial Corp., Haywood Securities Inc.
and Cantor Fitzgerald Canada Corporation (the “
Co-Lead
Underwriters” and together with the syndicate, the
“
Underwriters”), pursuant to which the
Underwriters have agreed to buy on a “bought deal” basis 2,400,000
common shares of Metalla (the “
Common Shares”)
currently held by Coeur at a price of US$5.30 per Common Share for
gross proceeds to Coeur of approximately US$12.72 million (the
“
Secondary Offering”). Metalla will not receive
any proceeds from the Secondary Offering. In addition, Coeur has
granted the Underwriters an over-allotment option (the
“
Over-Allotment Option”) to purchase up to an
additional 15% of the number of shares of Metalla sold in the
Secondary Offering for up to 30 days after the closing, on the same
terms and conditions as the Secondary Offering. If the
Over-Allotment Option is exercised in full, the total gross
proceeds to Coeur will be US$14,628,000.
Coeur currently owns, as of the date hereof,
5,241,310 Common Shares, representing approximately 14.9% of the
issued and outstanding Common Shares of Metalla (on a non-diluted
basis). Upon closing of the Secondary Offering and prior to the
exercise of the Over-Allotment Option, Coeur’s ownership of
Metalla’s issued and outstanding Common Shares will be reduced from
14.9% to 6.7% (on a non-diluted basis) after giving effect to the
Wharf royalty transaction announced on June 22, 2020 by
Metalla.
Coeur has also agreed, subject to certain
limited exceptions, not to sell any Common Shares or other
securities of Metalla for a period of 120 days from the closing of
the Secondary Offering.
The Company also announced the Wharf royalty
transaction with Coeur on June 22, 2020. As part of the
royalty transaction, Coeur has agreed to waive its pre-emptive
right with respect to the Wharf royalty, concurrent with the
completion of the Secondary Offering.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities being
offered, nor may there be any sale of the securities being offered
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any state or other
jurisdiction.
The Secondary Offering will be made in each of
the provinces of Canada (excluding Quebec) and in the United States
by way of (i) a prospectus supplement (the “U.S. Prospectus
Supplement”) to the Company’s existing U.S. registration
statement on Form F‑10 dated May 1, 2020 (the “Registration
Statement”); and (ii) a prospectus supplement (the
“Canadian Prospectus Supplement”) to the Company’s
Canadian short form base shelf prospectus dated May 1, 2020 (the
“Base Shelf Prospectus”). The Canadian Prospectus
Supplement will be filed with the securities commissions in each of
the provinces of Canada and the U.S. Prospectus Supplement will be
filed with the United States Securities and Exchange Commission
(the “SEC”).
The U.S. Prospectus Supplement (together with
the related Registration Statement) is available on the SEC’s
website at www.sec.gov and the Canadian Prospectus Supplement
(together with the related Base Shelf Prospectus) is available on
the SEDAR website maintained by the Canadian Securities
Administrators at www.sedar.com. Alternatively, copies of the U.S.
Prospectus Supplement and Canadian Prospectus Supplement may be
obtained, when available, from PI Financial Corp., by email at
syndication@pifinancial.com, Haywood Securities Inc., by email at
ecm@haywood.com and Cantor Fitzgerald Canada Corporation by email
at ecmcanada@cantor.com.
Metalla has filed a Registration Statement
(including a prospectus) with the SEC and a Base Shelf Prospectus
(including a prospectus supplement) with the securities commissions
in each of the provinces of Canada for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that Registration Statement or the Base Shelf
Prospectus (including the prospectus supplement) and other
documents Metalla has filed with the SEC or the Canadian Securities
Administrators for more complete information about Metalla and this
offering. You may get these documents for free by visiting EDGAR on
the SEC website at www.sec.gov, or on the SEDAR website maintained
by the Canadian Securities Administrators at www.sedar.com.
Alternatively, Metalla, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you
request it by calling toll-free 1-800-810-7022.
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
companies for the next commodities cycle.
ABOUT COEUR
Coeur Mining, Inc. is a U.S.-based,
well-diversified, growing precious metals producer with five
wholly-owned operations: the Palmarejo gold-silver complex in
Mexico, the Rochester silver-gold mine in Nevada, the Kensington
gold mine in Alaska, the Wharf gold mine in South Dakota, and the
Silvertip silver-zinc- lead mine in British Columbia. In addition,
the Company has interests in several precious metals exploration
projects throughout North America.
CONTACT INFORMATION
For further information, please contact:
Metalla Royalty & Streaming
Ltd.
Brett Heath, President & CEOPhone:
604-696-0741Email: info@metallaroyalty.com
Kristina Pillon, Investor RelationsPhone:
604-908-1695Email: kristina@metallaroyalty.com
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900 Chicago,
Illinois 60603 Attention: Paul DePartout, Director, Investor
Relations Phone: (312) 489-5800
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 news release contains “forward-looking
information” and “forward-looking statements” (the “forward-looking
statements”), within the meaning of applicable Canadian and United
States securities legislation, including statements with respect to
the Secondary Offering, Metalla’s plan to accumulate a diversified
portfolio with attractive returns, future cash generation by
Metalla’s assets and the potential for Metalla to become one of the
leading gold and silver companies for the next commodities cycle.
Forward-looking statements are statements that are not historical
facts and are generally, although not always, identified by words
such as “expect”, “plan”, “anticipate”, “project”, “target”,
“potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend”
or “believe” and similar expressions or their negative
connotations, or that events or conditions “will”, “would”, “may”,
“could”, “should” or “might” occur. All such forward-looking
statements are based on the opinions and estimates of management as
of the date such statements are made. These forward-looking
statements are made as of the date of this news release. Readers
are cautioned not to place undue reliance on forward-looking
statements, as there can be no assurance that the future
circumstances, outcomes or results anticipated in or implied by
such forward-looking statements will occur or that plans,
intentions or expectations upon which the forward-looking
statements are based will occur. While we have based these
forward-looking statements on our expectations about future events
as at the date that such statements were prepared, the statements
are not a guarantee that such future events will occur and are
subject to risks, uncertainties, assumptions and other factors
which could cause events or outcomes to differ materially from
those expressed or implied by such forward-looking statements.
Known risk factors include risks that the closing conditions to the
Secondary Offering may not be satisfied or the Secondary Offering
may not be completed; risks associated with the impact of general
business and economic conditions; the absence of control over
mining operations from which Metalla will purchase precious metals
or from which it will receive stream or 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 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; regulatory, political or economic
developments in any of the countries where properties in which
Metalla holds a royalty, stream or other interest are located or
through which they are held; risks related to the operators of the
properties in which Metalla holds a royalty or stream or other
interest, including changes in the ownership and control of such
operators; risks related to global epidemics, pandemics, or other
public health crises, including the novel coronavirus (COVID-19)
global health pandemic, and the spread of other viruses or
pathogens; influence of macroeconomic developments; business
opportunities that become available to, or are pursued by Metalla;
reduced access to debt and equity capital; litigation; title,
permit or license disputes related to interests on any of the
properties in which Metalla holds a royalty, stream or other
interest; the volatility of the stock market; competition; future
sales or issuances of debt or equity securities; use of proceeds;
dividend policy and future payment of dividends; liquidity; market
for securities; enforcement of civil judgments; and risks relating
to Metalla potentially being a passive foreign investment company
within the meaning of U.S. federal tax laws, as well as those
factors discussed in the section entitled “Risk Factors” in
Metalla’s Base Shelf Prospectus dated May 1, 2020 and filed with
the Canadian Securities Administrators and related Registration
Statement filed with the SEC, and the Canadian Prospectus
Supplement and U.S. Prospectus Supplement, which may be viewed at
www.sedar.com and www.sec.gov, respectively. Although we have
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, 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
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. We are under no
obligation to update or alter any forward-looking statements except
as required under applicable securities laws.
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