TSXV: MTA
NYSE AMERICAN: MTA
(All dollar amounts are in United States dollars unless
otherwise indicated)
VANCOUVER, BC, Oct. 19,
2023 /CNW/ - Metalla Royalty & Streaming
Ltd. ("Metalla") (TSXV: MTA) (NYSE American: MTA)
is pleased to announce that, in connection with the plan of
arrangement transaction between Metalla and Nova Royalty Corp.
("Nova")(TSXV: NOVR) announced on September 8, 2023 ("Transaction"), Metalla
has signed an amended and restated convertible loan facility
agreement (the "CLA") with Beedie Investments Ltd.
("Beedie"), to be effective on the closing of the
Transaction.
STRATEGIC PARTNERSHIP WITH BEEDIE CAPITAL
On September 8, 2023, concurrent
with the announcement of the plan of arrangement with Nova, Metalla
announced a strategic partnership with Beedie whereby Beedie
will:
- amend the convertible loan agreement Beedie has with Metalla,
increasing the principal amount from C$25.0
million to C$50.0 million (the
"Metalla Convertible Loan");
- terminate the convertible loan agreement Beedie has with Nova
(the "Nova Convertible Loan") through full repayment using
the Metalla Convertible Loan; and
- complete the C$15.0 million
equity placement (the "Equity Investment"), pursuant to
which Beedie will subscribe for subscription receipts (the
"Subscription Receipts") at a price of C$5.29 per Subscription Receipt in accordance
with the binding subscription agreement previously
executed.
METALLA CONVERTIBLE LOAN
Metalla and Beedie have entered into the CLA, effective as at
closing of the Transaction, pursuant to which the parties agreed as
follows:
i. to increase the loan facility
from C$25.0 million to C$50.0 million;
ii. to drawdown the following
amount (the "Initial Drawdown"):
-
- C$16.4 million (convertible at a
conversion price of C$6.00 per common
share of Metalla (each, a "Metalla Share")), to refinance
the C$4.2 million principal
outstanding under the Metalla Convertible Loan, and the
C$12.2 million principal outstanding
under the Nova Convertible Loan;
- an amount equal to the aggregate interest and fees outstanding
under the Nova Convertible Loan and the existing Metalla
convertible loan as at the time of the closing of the Transaction,
with the amount of interest to be convertible at the market price
of a Metalla Share on the TSX Venture Exchange as of the date of
conversion and unpaid fees shall not be convertible. The accrued
and unpaid interest and fees were C$2.6
million as of October 19,
2023;
- an amendment fee of approximately C$0.1
million payable to Beedie; and
- certain expenses of Beedie;
iii. for an eighteen-month period
from the close of the Transaction, interest on the principal will
accrue at a rate of 10.0% per annum;
iv. the standby fee (1.5% per
annum), the commitment fee (1.0% on any subsequent advance (not
payable on the Initial Drawdown)), the make whole fee (entitling
Beedie to earn a minimum of 12 months of interest on each advance
made) and the default interest rate (14.0% per annum) remain the
same; and
v. existing security arrangements
will be updated to reflect security to be provided by Nova and its
subsidiaries for the Metalla Convertible Loan, along with updated
security arrangements at Metalla to reflect developments in our
business.
In addition to the closing of the Transaction, the effectiveness
of the CLA and the Initial Drawdown are subject to, among other
things, final acceptance by the TSX Venture Exchange and approval
by the NYSE American LLC, completion of the Equity Investment and
other customary closing conditions.
NOVA CONVERTIBLE LOAN
Concurrent with the closing of the Transaction, Metalla will
draw down on the Metalla Convertible Loan and pay out and
discharge all obligations under the Nova Convertible Loan and the
facility will be terminated.
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.
ON BEHALF OF METALLA ROYALTY & STREAMING LTD.
(signed) "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 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 Transaction; the completion of
the Equity Investment by Beedie; the completion of the amendment of
the Metalla Convertible Loan at closing of the Transaction,
including the satisfaction of the conditions to effectiveness; the
completion of the Initial Drawdown, including the satisfaction of
the conditions to the Initial Drawdown; the termination of the Nova
Convertible Loan; 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 CLA, 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 close the Transaction; and that Beedie will complete
the Equity Investment. 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 Transaction; the potential for a
third party to make a superior proposal to the proposed
Transaction; that the combined company and its shareholders will
not realize the anticipated benefits following the completion of
the Transaction; that Beedie will not make the Equity Investment at
all; that the drawdowns will not occur as expected; that the Nova
Convertible Loan will not be terminated; 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 anticipated to be issued pursuant to the
Transaction and the proposed transactions with Beedie may 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.
