Metalla Renews Base Shelf Prospectus
METALLA RENEWS BASE SHELF PROSPECTUS
FOR IMMEDIATE RELEASE TSXV: MTA
NYSE American: MTA
June 28, 2024
Vancouver, Canada: Metalla Royalty & Streaming Ltd. (“Metalla” or the “Company”) (TSXV: MTA)
(NYSE American: MTA) announces that it has obtained a receipt for the final short form base shelf
prospectus (the “Shelf Prospectus”) filed with the securities regulatory authorities in each of the
provinces of Canada and that a corresponding registration statement on Form F -10 (the
“Registration Statement ”) has been filed with the United States Securities and Exchange
Commission (the “ SEC”) under the Multijurisdictional Disclosure System established between
Canada and the United States.
The Shelf Prospectus and the Registration Statement , when made effective, will enable the
Company to make offe rings of up to C$300 million of common shares, warrants, subscription
receipts, units and share purchase contracts (collectively, the “ Securities”), or a combination
thereof, from time to time, during the 25-month period that the Shelf Prospectus and Registration
Statement remain effective.
In order to maintain financial flexibility, and consistent with past practice, the Company has
historically maintained a base shelf prospectus. The Company has no present intention to offer
Securities pursuant to the Shelf Prospectus.
The Securities may be offered under the Shelf Prospectus and Registration Statement separately
or together, offered in amounts, at prices and on terms to be determined based on market
conditions at the time of sale and, subject to applicable regulations, may include “at-the-market”
transactions, public offerings or strategic investments. The specific terms of any offering of
Securities, if any, including the use of proceeds from such offering, will be set forth in a shelf
prospectus supplement pertaining to such offering to be filed with applicable securities regulatory
authorities.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these Securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the securities laws of any such
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jurisdiction. A copy of the Shelf Prospectus can be found under the Company’s SEDAR+ profile at
www.sedarplus.ca, and a copy of the Registration Statement can be found on EDGAR at
www.sec.gov. Copies of the Shelf Prospectus and the Registration Statement may also be
obtained by contacting the Company at 543 Granville Street, Suite 501, Vancouver, British
Columbia V6C 1X8.
ABOUT METALLA
Metalla is a precious metals royalty and streaming company with a focus on gold, silver, and
copper royalties and streams . Metalla provides shareholders with leveraged metal exposure
through a diversified portfolio of royalties and streams.
For further information, please visit our website at www.metallaroyalty.com
ON BEHALF OF METALLA ROYALTY & STREAMING LTD.
(signed) “Brett Heath”
President and CEO
CONTACT 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
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policie s of the TSXV)
accept responsibility for the adequacy or accuracy of this release.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward -looking information” and “forward -looking statements” (collectively, “ forward-looking
statements”) within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date
of this press release only and the Company does not intend to and does not assume any obligation to update or revise them except
as required by applicable law.
All statements included herein that address events or developments that we expect to occur in the future are forward-looking
statements. Generally, forward -looking statements can be id entified by the use of forward-looking terminology 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 press release include, but are not limited to, statements regarding: the effectiveness of the Registration
Statement; the filing and effectiveness of any potential prospectus supplement; the Company undertaking any offering of Securities
under the Shelf Prospectus and corresponding Registration Statement, including the amount and terms of any Securities to be offered;
the use of proceeds of any offering of Securities; the future outlook of Metalla; and Metalla’s ability to become one of the leading
gold, silver, and copper companies for the next commodities cycle.
Such forward -looking statements reflect management’s current beliefs and are based on information currently available to
management. 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: risks related to commodity
price fluctuations; the absence of control over mining operations from which Metalla will purchase precious metals pursuant to gold
streams, silver streams and other agreements or from which it will receive royalty payments pursuant to net sm elter returns, gross
overriding royalties, gross value royalties and other royalty agreements or interests and risks related to those mining operations,
including risks related to international operations, government and environmental regulation, del ays 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; risks related to exchange rate fluctuations; that payments in respect of streams and royalties may
be delayed or may never be made; risks related to Metalla’s reliance on public disclosure and other information regarding the mines
or projects underlying its streams and royalties; that some royalties or streams may be subject to confidentiality arrangements that
limit or prohibit disclosure regarding those royalties and streams; business opportunities that become available to, or are pursued by,
Metalla; that Metalla’s cash flow is dependent on the activities of others; that Metalla has had negative cash flow from operating
activities in the past; that some royalty and stream interests are subject to rights of other interest-holders; that Metalla’s royalties and
streams may have unknown defects; risks related to Metalla’s two material assets, the Côté property and the Taca Taca property;
risks related to general business and economic conditions; risks related to global financial conditions, geopolitical events and other
uncertainties; risks related to epidemics, pandemics or other public health crises, including COVID-19 global health pandemic, and
the spread of other viruses or pathogens, and the potential impact thereof on Metalla’s business, operations and financial condition;
that Metalla is dependent on its key personnel; risks related to Metalla’s financial controls; dividend policy and future payment of
dividends; competition; that project operators may not respect contractual obligations; that Metalla’s royalties and streams may be
unenforceable; risks related to conflicts of interest of Metalla’s directors and officers; that Metalla may not be able to obtain adequate
financing in the future; risks related to Metalla’s current credit facility and financing agreements; litigation; title, permit or license
disputes related to interests on any of the properties in which Metalla holds, or may acquire, a royalty, stream or other interest;
interpretation by government entities of tax laws or the implementation of new tax laws; changes in tax laws impacting Metalla; risks
related to anti-bribery and anti -corruption laws; credit and liquidity risk; risks re lated to Metalla’s information systems and cyber
security; risks posed by activist shareholders; that Metalla may suffer reputational damage in the ordinary course of business; risks
related to acquiring, investing in or developing resource projects; risks applicable to owners and operators of properties in which
Metalla holds an interest; exploration, development and operating risks; risks related to climate change; environmental risks; that the
exploration and development activities related to mine operations are subject to extensive laws and regulations; that the operation
of a mine or project is subject to the receipt and maintenance of permits from governmental authorities; risks associated with the
acquisition and maintenance of mining infrastructure; that Metalla’s success is dependent on the efforts of operators’ employees;
risks related to mineral resource and mineral reserve estimates; that mining depletion may not be replaced by the discovery of new
mineral reserves; that operators’ mining operations are subject to risks that may not be able to be insured against; risks related to
land title; risks related to international operations; risks related to operating in countries with developing economies; risks related to
the construction, development and expansion of mines or projects; risks associated with operating in areas that are presently, or were
formerly, inhabited or used by indigenous peoples; that Metalla is required, in certain jurisdictions, to allow individuals from that
jurisdiction to hold nominal interests in Metalla’s subsidiaries in that jurisdiction; the vol atility of the stock market; that existing
securityholders may be diluted; risks related to Metalla’s public disclosure obligations; risks associated with future sales or issuances of
debt or equity securities; risks associated with the Compa ny’s loan facility; that there can be no assurance that an active trading
market for Metalla’s securities will be sustained; risks related to the enforcement of civil judgments against Metalla; 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 doc uments filed with or submitted to the Canadian securities regulatory authorities on the SEDAR+ website at
www.sedarplus.ca and the U.S. Securities and Exchange Commission on the EDGAR website at www.sec.gov. Although we have
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attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in
forward-looking statements, 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 forward-looking statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-
looking statements. We are under no obligation to update or alter any forward -looking statements except as required under
applicable securities laws. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.