TSXV: MTA
NYSE AMERICAN: MTA
VANCOUVER, BC, Oct. 23,
2023 /PRNewswire/ - Metalla Royalty &
Streaming Ltd. ("Metalla") (TSXV: MTA) (NYSE
American: MTA) is pleased to announce that Beedie Investments Ltd.
("Beedie") has completed funding of the previously
announced C$15 million equity
placement (the "Equity Investment"), pursuant to which
Beedie subscribed for 2,835,539 subscription receipts (the
"Subscription Receipts") at a price of C$5.29 per Subscription Receipt.
Upon completion of the previously announced plan of arrangement
involving Metalla and Nova Royalty Corp. ("Nova")(TSXV:
NOVR) (the "Arrangement"), and subject to certain customary
conversion conditions for a transaction of this nature
(collectively, "Escrow Release Conditions"), each
Subscription Receipt will convert into one common share of Metalla
(each, a "Metalla Share") without payment of additional
consideration or further action on the part of Beedie. The TSX
Venture Exchange has conditionally accepted for listing the Metalla
Shares issuable upon conversion of the Subscription Receipts,
subject to receipt of final approval.
The proceeds of the Equity Investment will be held in escrow
pending satisfaction of the Escrow Release Conditions. If the
Escrow Release Conditions are satisfied on or before March 1, 2024, the escrowed funds will be
released to Metalla. If the Escrow Release Conditions are not
satisfied prior to March 1, 2024,
the escrowed funds will be returned to Beedie, and the Subscription
Receipts will be cancelled and have no further force or
effect.
The proceeds of the Equity Investment will be used for the
acquisition of royalties and streams, transaction expenses, and
general and administrative expenses of the combined company
following completion of the Arrangement.
The Subscription Receipts were offered on a private placement
basis pursuant to an exemption from prospectus requirements of
applicable securities laws and the securities issued under the
Equity Investment will be subject to a statutory hold period of
four months and a day in accordance with applicable securities
legislation.
The Arrangement is expected to be completed in the final quarter
of 2023.
ABOUT METALLA
Metalla provides shareholders with leveraged precious and
strategic metal exposure through its royalties and streaming
portfolio. Metalla's goal is to increase share value by
accumulating a diversified portfolio of royalties and streams
offering attractive returns. Metalla's strong foundation of current
and future cash-generating asset base and experienced team provide
Metalla the path to become one of the leading royalty
companies.
For further information, please visit our website at
www.metallaroyalty.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities laws and
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995,
respectively (collectively referred to herein as "forward-looking
information"). Forward-looking information may be identified by the
use of forward-looking terminology such as "plans", "targets",
"expects", "is expected", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "believes", or variations of such words and phrases
or terminology which states that certain actions, events or results
"may", "could", "would", "might", "will", "will be taken", "occur"
or "be achieved". Forward-looking information in this news release
includes: completion of the proposed Arrangement; release of the
Equity Investment funds from escrow; the conversion of the
Subscription Receipts; the expected use of proceeds from the Equity
Investment; and the companies' assessments of, and expectations
for, future periods. In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances, including information in this news
release regarding the Equity Investment, contain forward-looking
information. Statements containing forward-looking information are
not historical facts but instead represent the companies'
expectations, estimates and projections regarding possible future
events or circumstances. The forward-looking information included
in this news release is based on the companies' opinions, estimates
and assumptions in light of their experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors that they currently believe
are appropriate and reasonable in the circumstances. The
forward-looking information contained in this news release is also
based upon a number of assumptions, including the ability to
complete the Arrangement and satisfy the Escrow Released
Conditions. Despite a careful process to prepare and review the
forward-looking information, there can be no assurance that the
underlying opinions, estimates and assumptions will prove to be
correct. Forward-looking information is also subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking information. Such risks, uncertainties and other
factors include, but are not limited to, failure to receive the
required shareholder, court, regulatory and other approvals
necessary to effect the proposed Arrangement; the potential for a
third party to make a superior proposal to the proposed
Arrangement; that the combined company and its shareholders will
not realize the anticipated benefits following the completion of
the Arrangement; failure to obtain TSX Venture Exchange final
approval in respect of the Equity Investment; failure to satisfy
the Escrow Release Conditions; that the proceeds of the Equity
Investment will not be used as announced; and those set forth under
the caption "Risk Factors" in Metalla's annual information form,
most recent management's discussion and analysis, 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.sedarplus.ca and the U.S. Securities and Exchange Commission on
the EDGAR website at www.sec.gov.
Although Metalla has attempted to identify important risk
factors that could cause actual results or future events to differ
materially from those contained in forward-looking information,
there may be other risk factors not presently known to them or that
they presently believe are not material that could also cause
actual results or future events to differ materially from those
expressed in such forward-looking information. 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. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made. The forward-looking information contained
in this news release represents the companies' expectations as of
the date of this news release and is subject to change after such
date. Metalla and Nova each disclaim any intention or obligation or
undertaking to update or revise any forward-looking information
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. All of the
forward-looking information contained in this news release is
expressly qualified by the foregoing cautionary statements.
U.S. SECURITIES LAW DISCLAIMER
The securities issued pursuant to the Equity Investment have
not been, and will not be, offered or sold in the United States or to U.S. persons absent
registration under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), and any applicable state
securities laws, or available exemptions therefrom. Such securities
are anticipated to be offered and sold in reliance upon available
exemptions from registration requirements pursuant to the U.S.
Securities Act and applicable exemptions under state securities
laws. This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
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SOURCE Metalla Royalty and Streaming Ltd.