Metalla Acquires Royalty on Atlantic Gold's Fifteen Mile Stream Project
Metalla Acquires Royalty on Atlantic Gold's
Fifteen Mile Stream Project
(All dollar amounts are in
United States
dollars unless otherwise indicated)
TSXV: MTA
OTCQX: MTAFF
Frankfurt
: X9CP
VANCOUVER
,
Feb. 4, 2019
/CNW/ -
Metalla Royalty & Streaming Ltd.
("
Metalla
" or the
"
Company
") (TSXV: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is pleased to announce that
the Company has entered into a purchase and sale agreement (the "
Royalty Purchase
Agreement
") to acquire from a third party (the "
Seller
") a 1.0% NSR royalty on Atlantic Gold
Corporation's ("
Atlantic Gold
") (TSXV: AGB) Fifteen Mile Stream project (the "
Royalty
") for
$4,000,000
(the "
Royalty Transaction
"). The purchase price will be satisfied by an upfront payment
of
$2,200,000
in cash and 2,619,000 common shares of the Company (the "
Consideration
Shares
"). The Royalty is in connection with two claims formally held by the Seller which covers the
Egerton-Maclean, Hudson, 149 East Zone, and the majority of the Plenty deposit which collectively
comprise the Fifteen Mile Stream project ("
FMS
Project
") located in
Nova Scotia, Canada
. The
Royalty covers all products mined or otherwise recovered from the Project.
Brett Heath
, President, and CEO of Metalla commented, "Metalla is pleased to add another high-
quality royalty on a growing deposit in
Eastern Canada
with emerging mid-tier operator Atlantic
Gold. Fifteen
Mile Stream
represents the next leg in the growth at the Moose River Consolidated
Gold Mine which has undergone extensive drilling aimed at expanding the resource." Mr. Heath
continued, "Atlantic Gold has quickly established itself as one of
Canada's
premier operators through
the successful commissioning of Moose River on time and within budget. This transaction is
consistent with our long-stated strategy of acquiring existing royalties on quality assets with strong
operators."
FIFTEEN
MILE STREAM
Fifteen
Mile Stream
is a gold project located 57km northeast of Atlantic Gold's central milling facility
at Touquoy and is readily accessible by highway. The project lies along the same geological trend as
other related deposits – Touquoy,
Beaver Dam
and
Cochrane Hill
– and all are hosted within the
same critical stratigraphy and structure, over a strike length of 80 km. The FMS Project is 100%
owned by Atlantic Gold and is being developed as part of their multi-phase mine plan that was
outlined in a pre-feasibility report disclosed on
January 24, 2018
(see technical report titled "Moose
River Consolidated Project, Nova Scotia, Canada NI 43-101 Technical Report on Moose River
Consolidated Phase 1 and Phase 2 Expansion" dated
January 24, 2018
and filed on Atlantic Gold's
SEDAR profile, referred to herein as the "
Technical Report
"). The plan stipulates that following the
commissioning of the Touquoy mine and mill, the FMS Project is to be put into production in 2021 for
a total cost of
C$123 million
. The FMS Project will produce a concentrate that will be trucked and
processed at the central milling facility at Touquoy. After the Technical Report was filed, Atlantic
Gold declared commercial production at Touquoy effective on
March 1, 2018
as a result of a
successful ramp-up of mine and milling facilities at Touquoy on time and within budget.
According to Atlantic Gold, the FMS Project is expected to produce approximately 80,000 ounces of
gold in 2021 in its first year of production. Highlights of the life of mine plan at the FMS Project are
for a 5-year mine life which will recover a total of 391,000 ounces of gold at a cash cost of
C$561
/Oz and generate a 60.9% pre-tax IRR (
see the link to Atlantic Golds' press release dated
January 29
th
, 2018
)
1
.
The Technical Report discloses the following mineral reserve and resource estimate on the FMS
Project
:
Reserves
Tonnes
Au grade
Gold
(kt)
(g/t)
(koz)
Proven
2,890
1.25
116
Probable
7,910
1.24
316
Proven & Probable
10,800
1.24
432
Resources
Tonnes
Au grade
Gold
(kt)
(g/t)
(koz)
Measured
2,710
1.33
116
Indicated
7,880
1.33
336
Measured & Indicated
10,590
1.33
452
Inferred
6,640
1.12
240
Mineral Resources have an effective date of July 20, 2017, and Mineral Reserves have an
effective date of January 24, 2018. Atlantic Gold discloses Mineral Resources that are
reported inclusive of those Mineral Resources that have been converted to Mineral Reserves.
Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability
Since Atlantic Gold completed the resource and reserve estimate, they have drilled an additional 290
holes spanning over 35,000 meters at the FMS Project which will be included in an updated resource
estimate expected to be released in the first half of 2019.
ROYALTY PURCHASE AGREEMENT
Pursuant to the Royalty Purchase Agreement, Metalla and the Seller will enter into an assignment
and assumption agreement under which the Royalty will be transferred from the Seller to Metalla.
Metalla expects to close the purchase of the Royalty on or about
February 12, 2019
and closing of
the Transaction is subject to customary closing conditions, including receiving TSX Venture Exchange
approval. The Seller also agreed to transfer restrictions by providing the Company with a right to
place the Consideration Shares in the event the Seller wishes to sell 1.0% or more of the
Consideration Shares issuable to them.
The Consideration Shares issued to the Seller will be subject to a statutory four-month hold period
from the date of their issuance. The agreement was negotiated at arm's length between Metalla and
the Seller. No brokerage or finder's fees were paid in association with the acquisition of the Royalty.
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 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.
Technical and Third-Party Information
Note 1 – The disclosure herein and relating to the Fifteen Mile Stream Property is based on
information prepared and disclosed by Atlantic Gold Corporation and can be found in a news
release filed on SEDAR by Atlantic Gold on
March 15, 2018
and a technical report titled "
Moose
River Consolidated Project, Nova Scotia, Canada NI 43-101 Technical Report on Moose River
Consolidated Phase 1 and Phase 2 Expansion" dated
January 24, 2018
filed on SEDAR
. The
information and data are available in the public domain as at the date hereof, and none of this
information has been independently verified by the Company or is supported by a technical report
prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral
Projects. While the Company will request additional information from Atlantic Gold once the
Royalty Transaction is completed, it has not received access to the necessary data from Atlantic
Gold and is not able to obtain the necessary information from the public domain to prepare a
technical report and Atlantic Gold has not indicated the mineral resource and/or mineral reserve
category, if any, on which the information above is based. Mineral resources are not mineral
reserves and by definition do not demonstrate economic viability. The Fifteen Mile Stream
production contained herein may be based on mineral resource estimates that include inferred
mineral resources, which are considered too speculative geologically to have economic
considerations applied to them that would enable them to be categorized as mineral reserves.
There is also no certainty that inferred mineral resources, if used by Atlantic Gold in preparing the
production forecast, will be converted to the measured and indicated resource categories, or into
mineral reserves, once economic considerations are applied. Readers are cautioned that inferred
resources have a great amount of uncertainty as to their existence and as to whether they can be
mined economically. As a result, the Company cautions readers that there is no certainty that the
projected gold production will be realized. Specifically, as a royalty holder, the Company has
limited, if any, access to the Fifteen Mile Stream Property. This news release also contains future-
oriented financial information and financial outlook information (collectively, "
FOFI
") about the
projected gold production from the Company's royalty on the Fifteen Mile Stream Property which is
subject to the same assumptions, risk factors, limitations and qualifications as set forth in the
below paragraphs. FOFI contained in this news release was made as of the date of this news
release and was provided for the purpose of providing further information about Metalla's
anticipated future business operations. Metalla disclaims any intention or obligation to update or
revise any FOFI contained in this press release, whether as a result of new information, future
events or otherwise unless required pursuant to applicable law. FOFI contained in this news
release should not be used for purposes other than for which it is disclosed herein. Such future-
oriented production information is provided for the purpose of providing information about
management's current expectations and plans relating to the future. Readers are cautioned that
such outlook or information should not be used for purposes other than for which it is disclosed in
this news release.
The Company is dependent on, (i) Atlantic Gold and their qualified persons to provide information
to the Company, or (ii) on publicly available information to prepare disclosure pertaining to the
Fifteen Mile Stream Property and generally has limited or no ability to independently verify such
information. Although the Company 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.
The disclosure in this press release relating to the Fifteen Mile Stream Property is based on
information publicly disclosed by the owner or operator of this property 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, as a royalty holder, Metalla has and will have
limited, if any, access to the property subject to the Royalty. 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. Some information publicly reported by the operator may
relate to a larger property than the area covered by Metalla's royalty interest. 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.
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 Royalty Purchase Agreement, anticipated cash flows and
production upon completion of the Royalty Transaction, the completion of the Royalty Transaction,
and proposed future transactions Metalla may undertake and their expected timing. 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.
View original content to download multimedia:
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%SEDAR: 00005157E
For further information:
Metalla Royalty & Streaming Ltd: Brett Heath, President & CEO, Phone:
604-696-0741, Email: [email protected]; Kristina Pillon, Investor Relations, Phone: 604-908-
1695, Email:
[email protected]; Website: www.metallaroyalty.com
CO: Metalla Royalty and Streaming Ltd.
CNW 08:30e 04-FEB-19