TSXV: MTA
NYSE AMERICAN: MTA
Unless otherwise
specified, all references to dollars set forth
herein shall mean United States dollars.
VANCOUVER, BC, Sept. 4, 2020 /CNW/ - Metalla Royalty
& Streaming Ltd. ("Metalla" or the "Company")
(TSXV: MTA) (NYSE American: MTA) is pleased to announce that it has
entered into an equity distribution agreement (the "Distribution
Agreement") with a syndicate of agents (collectively, the
"Agents") including BMO Nesbitt Burns Inc. (the "Lead
Canadian Agent"), Cormark Securities Inc. and Eight Capital,
as the Canadian agents, and BMO Capital Markets Corp. (the
"Lead U.S. Agent") and Cormark Securities
(USA) Limited, as the United States agents, to establish an
at-the-market equity program (the "ATM Program").
The Company may distribute up to US$20 million (or the equivalent in Canadian
dollars) of common shares of the Company (the "Offered
Shares") under the ATM Program. The Offered Shares will be
issued by the Company to the public from time to time, through the
Agents, at the Company's discretion. The Offered Shares sold under
the ATM Program, if any, will be sold at the prevailing market
price at the time of sale.
The net proceeds of any such sales will be used to finance the
future purchase of streams and royalties by the Company and for
general working capital purposes. The Company anticipates that it
will use the flexibility and availability of the ATM Program to
finance small transactions, and the amended Beedie Convertible Loan
Facility for larger transactions.
Under the Distribution Agreement, sales of Offered Shares will
be made by the Agents through "at-the-market distributions" as
defined in National Instrument 44-102 – Shelf Distributions
on the TSX Venture Exchange, NYSE American LLC or any other trading
market for the Offered Shares in Canada or the United
States. The Company is not obligated to make any sales of
Offered Shares under the Distribution Agreement. Unless earlier
terminated by the Company or the Agents as permitted therein, the
Distribution Agreement will terminate upon the earlier of (a) the
date that the aggregate gross sales proceeds of the Offered Shares
sold under the ATM Program reaches the aggregate amount of
US$20 million (or the equivalent in
Canadian dollars); or (b) June 1,
2022.
The ATM Program is being made pursuant to a prospectus
supplement to the Company's short form base shelf prospectus dated
May 1, 2020 and U.S. registration
statement on Form F-10 filed April 29,
2020, as amended on May 1,
2020. The prospectus supplement relating to the ATM Program
has been filed with the securities commissions in each of the
provinces of Canada and with the
United States Securities and Exchange Commission. Copies of the
prospectus supplement, the Distribution Agreement and other
relevant documents are available on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. Alternatively, the Lead Canadian Agent will
send copies of such documents to Canadian investors upon request by
contacting the Lead Canadian Agent at BMO Nesbitt Burns Inc. by
mail at Brampton Distribution Centre, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2, attn:
The Data Group of Companies, by email at
torbramwarehouse@datagroup.ca or by telephone at 905-791-3151
ext. 4312 and the Lead U.S. Agent will send copies of such
documents to United States
investors upon request by contacting the Lead U.S. Agent at BMO
Capital Markets Corp. by mail at 3 Times Square, 25th Floor,
New York, NY 10036, attn: Equity
Syndicate, by email at bmoprospectus@bmo.com or by telephone
at 800-414-3627.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of, the 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.
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 news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements"), within the meaning of applicable Canadian and
United States securities
legislation. 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 in this news release include,
but are not limited to, statements with respect to the Offered
Shares sold under the ATM Program; and the use of proceeds from any
such sale of Offered Shares. Forward-looking statements 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 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 sell any
of the Offered Shares or may raise less than the maximum offering
amount under the ATM Program; management has broad discretion in
the use of proceeds from the ATM Program; compliance with
regulatory requirements; 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 pandemics, 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; 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; 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 statements except as required
by applicable law. Such forward-looking statements represent
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.
SOURCE Metalla Royalty and Streaming Ltd.
