Metalla Announces Updated at-the-Market Equity Program
METALLA ANNOUNCES UPDATED AT-THE-MARKET
EQUITY PROGRAM
TSXV:
MTA
NYSE AMERICAN:
MTA
(Unless otherwise specified, all references to dollars set forth herein shall mean
United States
dollars.)
VANCOUVER, BC
,
May 27, 2022
/CNW/ - Metalla Royalty & Streaming Ltd. ("
Metalla
" or the "
Company
") (TSXV:
MTA) (NYSE American: MTA) is pleased to announce that it has entered into a new equity distribution agreement (the
"
Distribution Agreement
") with a syndicate of agents (collectively, the "
Agents
") including BMO Nesbitt Burns Inc.
(the "
Lead
Canadian Agent
"), PI Financial Corp., and Scotia Capital Inc., as the Canadian agents, and BMO Capital
Markets Corp. (the "
Lead
U.S. Agent
") and Scotia Capital (
USA
) Inc., as
the United States
agents, for a new at-the-
market equity program (the "
2022
ATM Program
").
The Distribution Agreement will allow the Company to distribute up to
$50 million
(or the equivalent in Canadian dollars)
of common shares of the Company (the "
Offered Shares
") under the 2022 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 2022 ATM Program, if any, will be sold at the prevailing market price at the time of sale.
The net proceeds of any such sales under the 2022 ATM Program will be used to finance the future purchase of
streams and royalties by the Company and for general working capital purposes.
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 2022 ATM Program reaches the
aggregate amount of
$50 million
(or the equivalent in Canadian dollars); or (b)
June 12, 2024
.
The 2022 ATM Program is being made pursuant to a prospectus supplement to the Company's short form base shelf
prospectus dated
May 12, 2022
and U.S. registration statement on Form F-10 filed
May 10, 2022
, as amended on
May 12
, 2022. The prospectus supplement relating to the 2022 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 Mississauga Distribution Centre C/O The Data Group of Companies, 300A Kennedy Road South
Brampton,
Ontario
L6W 4V2, by telephone at 905-696-8884 x4338 or by email at
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 151 W 42nd Street, 32nd Floor,
New York, NY
10036, attn:
Equity Syndicate, by email at
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.
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 future issuance of Offered Shares
sold under the 2022 ATM Program; the aggregate gross proceeds of
the 2022 ATM Program; and the use of proceeds from any sales of Offered Shares under the 2022 ATM Program.
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 2022 ATM Program; management has broad discretion in the use of proceeds
from the 2022 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.
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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:
CO: Metalla Royalty and Streaming Ltd.
CNW 16:35e 27-MAY-22