Metalla and ValGold Complete Plan Of Arrangement
Metalla and ValGold Complete Plan Of
Arrangement
VANCOUVER, July 31, 2018 /CNW/ - Metalla Royalty & Streaming
Ltd. ("Metalla" or the "Company") (TSXV:MTA) (OTCQX:MTAFF)
(Frankfurt:X9CP) is pleased to announce the successful completion
of the previously announced plan of arrangement with ValGold
Resources Ltd. ("ValGold"), pursuant to which Metalla has acquired
all of the outstanding shares of ValGold (the "ValGold Shares") by
way of a court-approved plan of arrangement (the "Arrangement").
Brett Heath, President and Chief Executive Officer of Metalla stated,
"We are very pleased to close this accretive transaction which further
broadens our royalty portfolio pipeline in the tier-one jurisdiction of
Canada, while preserving our strong balance sheet. With the
acquisition of Valgold complete, Metalla will now have a portfolio of 21
royalties and streams on projects ranging from production,
development, and exploration from some of the strongest operators in
the precious metals mining sector."
Under the terms of the Arrangement, holders of ValGold Shares
received 0.1667 common shares of Metalla ("Metalla Shares") for
each ValGold Share held (the "Exchange Ratio"). In addition, Holders
of outstanding ValGold options ("ValGold Options") at closing
received Metalla Shares on the basis of the in-the-money value of
such ValGold Options. Metalla issued an aggregate 9,659,973 Metalla
Shares in exchange for the ValGold Shares and ValGold Options
issued and outstanding immediately prior to closing. Outstanding
ValGold warrants ("ValGold Warrants") will be exercisable to acquire
up to 2,616,831 Metalla Shares, each at an exercise price of
approximately $0.60. The certificates previously representing ValGold
Warrants will now evidence a right to acquire Metalla Shares, and no
new certificates will be issued. Following the closing of the
Arrangement, the aggregate issued and outstanding share capital of
Metalla consists of 85,239,905 Metalla Shares.
Registered shareholders of ValGold will receive the Metalla Shares to
which they are entitled upon delivery to Computershare Trust
Company of Canada ("Computershare") of their respective share
certificates and completed letters of transmittal together with other
required documents. Shareholders are encouraged to contact
Computershare at 604-661-9400 for further information concerning the
exchange process. The vast majority of shareholders of ValGold are
non-registered shareholders. Non-registered shareholders do not
need to deposit share certificates of letters of transmittal. The shares
will be converted automatically.
It is anticipated that the ValGold Shares will be delisted from the TSX
Venture Exchange ("TSXV") and ValGold will submit an application to
cease to be a reporting issuer. Metalla Shares received by ValGold
shareholders pursuant to the Arrangement will trade on the TSXV
under the symbol MTA.
Advisors and Counsel
Metalla retained Bennett Jones LLP as legal advisor.
ValGold retained Evans & Evans, Inc. as financial advisor and
McMillan LLP as legal advisor.
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.
Metalla's 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.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "Forward‐Looking Statements"
within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and "forward‐looking information" under
applicable Canadian securities laws. When used in this news release,
the words "anticipate", "believe", "estimate", "expect", "target", "plan",
"forecast", "may", "would", "could", "schedule" and similar words or
expressions, identify forward‐looking statements or information. These
forward‐looking statements or information relate to, among other
things: delisting of ValGold Shares and ValGold ceasing to be a
reporting issuer; anticipated benefits of the Arrangement to Metalla,
ValGold and their respective shareholders; enhanced value and
capital markets profile of Metalla; and future exploration and growth
potential for Metalla. In respect of the Forward-Looking Statements
and forward-looking information, Metalla has provided such
statements in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the ability of the
parties to receive, in a timely manner, the necessary regulatory
approvals and the ability of Metalla to complete other acquisitions.
Accordingly, readers should not place undue reliance on the Forward-
Looking Statements and forward-looking information contained in this
news release.
These statements reflect Metalla's current views with respect to future
events and are necessarily based upon a number of other
assumptions and estimates that, while considered reasonable by the
respective parties, are inherently subject to significant business,
economic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause
actual results, performance or achievements to be materially different
from the results, performance or achievements that are or may be
expressed or implied by such forward-looking statements or forward-
looking information and the parties have made assumptions and
estimates based on or related to many of these factors. Such factors
include, without limitation: the synergies expected from the
Arrangement not being realized; changes in law; fluctuations in
general macroeconomic conditions; fluctuations in securities markets
and the market price of the Metalla Shares; and availability of
necessary future financing. Readers are cautioned against attributing
undue certainty to Forward‐Looking Statements or forward-looking
information. Although Metlla has attempted to identify important
factors that could cause actual results to differ materially, there may
be other factors that cause results not to be anticipated, estimated or
intended. Metalla does not intend and does not assume any
obligation, to update these Forward‐Looking Statements or forward-
looking information to reflect changes in assumptions or changes in
circumstances or any other events affecting such statements or
information, other than as required by applicable law.
SOURCE Metalla Royalty and Streaming Ltd.
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%SEDAR: 00005157E
For further information: Metalla Royalty & Streaming Ltd.: Brett
Heath, President and CEO, Tel: 604-696-0741, Email:
[email protected], Website: www.metallaroyalty.com
CO: Metalla Royalty and Streaming Ltd.
CNW 09:04e 31-JUL-18