Metalla closes Santa Gertrudis Royalty acquisition
Metalla closes Santa Gertrudis Royalty
acquisition
(All dollar amounts are in Canadian dollars unless otherwise indicated)
TSXV: MTA
OTCQX: MTAFF
Frankfurt
: X9CP
VANCOUVER
,
Nov. 7, 2018
/CNW/ -
Metalla Royalty & Streaming Ltd.
("
Metalla
" or the
"
Company
") (TSXV: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is pleased to announce that it
has closed its previously announced acquisition of a 2% net smelter return royalty (the "
Royalty
") on
the
Santa Gertrudis
gold property located north of
Hermosillo
in
Sonora, Mexico
from GoGold
Resources Inc. ("
GoGold
") (as disclosed in a news release dated
September 5, 2018
) (the
"
Transaction
") for
US$12 million
.
Brett Heath
, President, and CEO of Metalla commented, "We are pleased to have completed this
transaction to give our shareholders exposure to world-class mining operator Agnico Eagle Mines
Ltd. The Royalty on
Santa Gertrudis
will represent a long life and low-cost mine on an expansive
land package that will translate into a future cornerstone asset in the Metalla royalty portfolio." Mr.
Heath continued, "We also would like to welcome GoGold as a new shareholder. This transaction is
a great example of our 3
rd
party royalty model at work, allowing holders of pre-existing royalties to
maximize the value and maintain the exposure of the royalty through our equity."
SHARE ELECTION
GoGold elected to accept
US$6 million
of the purchase price by being issued common shares of
Metalla (the "
Metalla Shares
") at a deemed price of
$0.78
per Metalla Share (the "
Share
Consideration
"). The Share Consideration represents a total of 10,123,077 Metalla Shares with a
pro forma
interest of 9.9%. The Share Consideration will be subject to a 4-month hold period under
applicable securities laws, rules of the TSX Venture Exchange (the "
Exchange
"), and further trading
restrictions governed by the definitive agreement.
LOAN AGREEMENTS
Metalla has also entered into loan agreements with a syndicate of arm's length lenders (the
"
Lenders
") for aggregate loan proceeds of
US$1,750,000
(the "
Loan
"). The proceeds from the
Loan were used to pay, in part, the
US$6 million
cash portion of the acquisition price for the Royalty.
The balance of the acquisition price for the Royalty was paid from the Company's cash reserves.
Terms of the Loan include interest at a rate of 5.0% per annum, calculated annually, and a term of
twelve months (the "
Maturity Date
") with early repayment provisions. As an inducement for
providing the Loan, Metalla has agreed to provide the Lenders an origination discount of
US$52,500
in total and, subject to the approval of the Exchange, to issue an aggregate of 525,000 non-
transferable common share purchase warrants (the "
Metalla Warrants
"). Each Metalla Warrant will
entitle the holder to acquire one Metalla Share at an exercise price of
$0.85
for a period of two
years. (The term of the warrants is subject to the approval of the Exchange.) The Metalla Warrants
and the underlying Metalla Shares to be issued upon exercise of the Metalla Warrants will be subject
to a 4-month hold period under applicable securities laws. The Company has also granted the
lenders as collateral a corporate guarantee on the wholly-owned subsidiary of Metalla that will hold
the Royalty on the closing of the Transaction.
CAPITAL STRUCTURE
Following the completion of the Transaction, the Metalla's issued and outstanding common shares
are expected to be approximately 102 million, which includes 2.8 million Metalla common shares
priced at
$0.78
to be issued pursuant to the automatic conversion of the convertible debenture held
by Coeur Mining, Inc. (the "
Convertible Debenture
"). The Convertible Debenture automatically
converts into Metalla Shares at future financings (at the future financing price) or asset acquisitions
(at the acquisition price) to maintain Coeur's 19.99% until the outstanding principal is either
converted in full or otherwise repaid. The remaining balance on the Convertible Debenture is
expected to be
US$3.2 million
the automatic conversion.
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.
"Brett Heath"
President and CEO
Neither the TSX Venture Exchange 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.
No securities regulatory authority has either approved or disapproved of the contents of this news
release. The securities being offered have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the ''U.S. Securities Act''), or any state securities laws,
and may not be offered or sold in
the United States
, or to, or for the account or benefit of, a "U.S.
person" (as defined in Regulation S of the U.S. Securities Act) unless pursuant to an exemption
therefrom. This press release is for information purposes only and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.
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 information in this press release includes, but is not limited to, statements with respect to
future events or future performance of Metalla, disclosure regarding the precious metal purchase
agreements and royalty payments to be paid to Metalla by property owners or operators of mining
projects pursuant to net smelter returns and other royalty agreements of Metalla, repayment of the
Loans, Exchange acceptance of the Metalla Warrants, the Metalla Shares that will be issued and
outstanding after conversion of the Convertible Debenture, management's expectations regarding
Metalla's growth, results of operations, estimated future revenues, carrying value of assets, future
dividends, and requirements for additional capital, production estimates, production costs and
revenue, future demand for and prices of commodities, expected mining sequences, business
prospects and opportunities. Such forward-looking statements reflect management's current beliefs
and are based on information currently available to management.
Forward-looking statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or implied by the
forward-looking statements. The forward-looking statements contained in this press release are
based on reasonable assumptions that have been made by management as at the date of such
information and is subject to unknown risks, uncertainties and other factors that may cause the
actual actions, events or results to be materially different from those expressed or implied by such
forward-looking information, including, without limitation: the impact of general business and
economic conditions; the ongoing operation of the properties in which the Company holds a
royalty, stream, or other production-base interest by the owners or operators of such properties in
a manner consistent with past practice; absence of control over mining operations; the accuracy of
public statements and disclosures made by the owners or operators of such underlying properties;
no material adverse change in the market price of the commodities that underlie the asset
portfolio; and other risks and uncertainties disclosed under the heading "Risk Factors" in the
Management's Discussion and Analysis of the Company for the year ended
May 31, 2018
dated
September 26, 2018
filed with the Canadian securities regulatory authorities on the SEDAR
website at
www.sedar.com
.
Although Metalla has attempted to identify important factors that could cause actual actions, events
or results to differ materially from those contained in forward-looking information, 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 such information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such information. Investors are
cautioned that forward-looking statements are not guarantees of future performance. The Company
cannot assure investors that actual results will be consistent with these forward-looking statements.
Accordingly, investors should not place undue reliance on forward-looking statements or
information.
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.
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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 18:00e 07-NOV-18