Metalla Royalty & Streaming Ltd. (TSX-V: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is pleased to announce that the Company has closed the first tranche of its previously announced brokered “best efforts” private placement financing of 4,521,400 units of the Company at a price of $0.78 per Unit for gross proceeds of $3,526,692. Due to significant demand from investors, the Company is also pleased to announce that it has entered into an amendment agreement with Haywood Securities Inc. on behalf of a syndicate of agents, including PI Financial Corp. and Canaccord Genuity Corp. pursuant to which the Company and the Agents have agreed to increase the size of the private placement Offering to 8,724,896 Units for gross proceeds of approximately $6.8 million.
Each Unit will consist of one common share in the capital of the Company and one-half of one Common Share purchase warrant. Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at a price of C$1.17 for a period of 24 months from the closing of the Offering. In the event that the closing price of the Common Shares on the TSX Venture Exchange (or other stock exchange) is greater than C$1.50 per Common Share for a period of 10 consecutive trading days at any time after the Closing, the Company may accelerate the expiry date of the Warrants by written notice (or by way of news release in lieu of written notice) to the holders of the Warrants and in such case the Warrants will expire on the 30th day after the date of such notice.
In connection with the Offering, the Company has agreed to pay to the Agents a cash fee in an amount equal to 6.0% of the gross proceeds of the Offering, excluding any proceeds raised from a president’s list of subscribers for up to a maximum of $3 million in Units, in respect of which the Company agrees to pay a cash fee equal to 3.0% of the aggregate proceeds raised from such President’s List Subscribers. The Company has also agreed to issue compensation options to the Agents entitling the Agents to purchase that number of Common Shares equal to 6.0% of the aggregate number of Units issued under the Offering with an exercise price per Common Share that is equal to the Issue Price until the date that is 24 months after the Closing (other than with respect to President’s List Subscribers, for which the number of compensation options issuable shall be reduced to 3.0%).
The second tranche of the Offering for additional gross proceeds of approximately $3.3 million is expected to close on or about January 4, 2019 and is subject to the receipt of any necessary regulatory approvals including the approval of the TSXV. The securities issued in the first tranche of the Offering are subject to a four-month hold period under applicable securities laws in Canada expiring on April 22, 2019.
Net proceeds from the Offering will be used to finance the royalty transaction as announced on December 11, 2018, and for other royalty and stream acquisitions.
The securities issued or to be issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as such terms are defined in Regulation S promulgated under the U.S. Securities Act), absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities to, or for the account or benefit of, persons in the United States or U.S. persons, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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.
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