TSXV: MTA
NYSE AMERICAN: MTA
Unless otherwise specified, all references to
dollars set forth herein shall mean Canadian
dollars.
VANCOUVER, BC, July 29, 2020 /CNW/ - Metalla Royalty
& Streaming Ltd. ("Metalla" or the "Company")
(NYSE American: MTA) (TSXV: MTA) is pleased to announce it
has entered into an amendment and restatement agreement (the
"Amendment") with respect to its Convertible Loan Facility
("Loan Facility") with Beedie Capital to fund acquisitions
of new royalties and streams.
Brett Heath, President &
CEO of Metalla commented, "We are thrilled to expand our productive
and mutually beneficial relationship with Beedie Capital as a
cornerstone investor as we continue to grow our business. Beedie
Capital has been an extremely supportive shareholder of Metalla,
and we look forward to deploying our expanded and enhanced facility
on future accretive royalty and streaming transactions."
David Bell, Managing Director
of Beedie Capital commented, "We have had a great experience
working with Metalla and are very excited to expand our
partnership. Brett and the team have continued to deliver on a
repeatable and scalable strategy of acquiring highly accretive
royalties and streams over high growth projects with top tier
counterparties. We look forward to supporting the
acceleration and growth of their business."
HIGHLIGHTS OF THE AMENDMENT
- Increases Beedie Capital's cumulative committed capital into
Metalla to over $32M;
- The initial Loan Facility included a $12M loan facility, of which $7M was previously drawn by Metalla, and
$5M remained available;
- Beedie Capital has agreed to convert $6M out of the $7M
drawn on the initial Loan Facility at a price of $5.56 per Metalla share (the "Conversion")
in accordance with the conversion rights provided for in the
initial Loan Facility;
-
- The remaining $1M outstanding
will be subject to conversion in accordance with the
Amendment;
- The remaining $5M available from
the initial Loan Facility will be drawn by Metalla concurrent with
the Conversion and the conversion price of such amount will be
re-priced from $5.56 to $9.90 per Metalla share;
-
- The new conversion price represents a 78% premium to the
initial conversion price and a 27% premium to the 30-day
volume-weighted average price ("VWAP") of the Metalla shares
on the TSXV;
- The Loan Facility will be increased by an aggregate of
$20M made available to Metalla to
fund one or more future acquisitions;
- All future advances from the additional $20M will have a minimum amount of $2.5M and its own conversion price based on the
30-day VWAP on the date of such advance;
- If for a period of 30 consecutive trading days the 30-day VWAP
is at a 50% premium above any or all of the conversion prices,
Metalla may elect to convert the principal amount outstanding under
the Loan Facility at the respective conversion prices;
- Reduced standby fee on all undrawn funds available in Loan
Facility will bear an interest rate of 1.5% per annum (previously
it was 2.5%);
-
- The interest rate on all drawn funds remains at 8.0% per
annum.
The transaction is subject to customary closing conditions,
including obtaining the requisite TSXV and NYSE American LLC
approvals, and is expected to close on or before August 7, 2020.
ADVISORS AND COUNSEL
PI Financial Corp. acted as financial advisor, and DLA Piper
(Canada) LLP and Dorsey &
Whitney LLP acted as legal counsel for Metalla. McCarthy Tetrault
LLP acted as legal counsel for Beedie Capital.
ABOUT BEEDIE CAPITAL
Beedie Capital is the family office investment arm of Beedie,
the largest private industrial owner, developer, and property
manager in Western Canada. Beedie Capital partners with
ambitious operators of high-growth public and private companies
across a variety of industry sectors in North America. Please visit
www.beedie.ca/capital for more information.
ABOUT METALLA
Metalla was created to provide shareholders with leveraged
precious metal exposure by acquiring royalties and streams. Our
goal is to increase share value by accumulating a diversified
portfolio of royalties and streams with attractive returns. 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.
(signed) "Brett Heath"
President and CEO
Neither the TSXV nor it's 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
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
and information include, but are not limited to, statements with
respect to the potential acquisition of new royalties and streams
from the proceeds of the Loan Facility, the closing date of the
transaction, stock exchange acceptance, future draws and
conversions under the Loan Facility, the productivity and benefits
derived from the relationship between Metalla and Beedie future
development, production, recoveries, cash flow and other
anticipated or possible future developments at the properties on
which the Company currently holds royalty and stream interests or
relating to the companies owning or operating such properties; and
the potential for Metalla to become one of the leading gold and
silver companies for the next commodities cycle. Forward-looking
statements and information 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 and
information 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: the risk that the parties
may be unable to satisfy the closing conditions for the
contemplated transactions or that the transactions may not be
completed; 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; use of proceeds; 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 information except as required by applicable law.
Such forward-looking information represents 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 or
information.
SOURCE Metalla Royalty and Streaming Ltd.