NYSE AMERICAN: MTA
TSX-V: MTA
Unless otherwise specified, all references to
dollars set forth herein shall mean United States dollars.
VANCOUVER, BC, July 11,
2023 /CNW/ - Metalla Royalty & Streaming
Ltd. ("Metalla" or the "Company") (NYSE American:
MTA) (TSXV: MTA) is pleased to announce that it has closed on a
purchase and sale agreement with Nevada
Gold Mines, LLC ("Nevada Gold
Mines"), an entity formed by Barrick Gold Corporation
and Newmont Corporation (NYSE: NEM), for the sale by Metalla of the
JR mineral claims that make up the Pine Valley property
("Property") which is part of the Cortez complex in
Eureka County, Nevada, for
$5 million in cash and Metalla will
retain 3% NSR Royalty on the Property (the
"Transaction").
Brett Heath, President and CEO
of Metalla, commented, "This transaction is a great example of the
embedded optionality within our portfolio. With 85 assets, we
firmly believe as the portfolio matures, shareholders will continue
to see years of smart deals turn into big wins." Mr. Heath
continued, "We are excited to declare a special dividend allowing
shareholders of record to take part in this exciting sale. Our
philosophy on paying dividends remains the same in the long-term,
aiming to pay out a portion of operating cash to shareholders as
the Company's finances allow. We will also use the remaining
proceeds to reduce debt and make future royalty
acquisitions."
BACKGROUND ON THE
TRANSACTION
On December 14, 2020, Metalla
acquired two private companies - Genesis Gold Corporation
("Genesis") and Geological Services Inc. - which together
held a portfolio of eleven royalties, for $4.125 million in cash and common shares of the
Company (see news release of the Company dated December 14, 2020). Pursuant to a Mining Lease
agreement dated June 28, 2002, as
amended (the "Lease"), Genesis had leased the Property for a
term of 20 years, which term was extended up to June 28, 2023. The Lease included annual advanced
royalty payments of $100,000 per year
and a 3% royalty on production.
Pursuant to the Transaction, Metalla has extinguished the Lease
and sold the Property outright to Nevada
Gold Mines for $5 million and
the retention by Metalla of a 3% NSR royalty on the Property (the
"Royalty"), which does not contain any buy-down or buy-back
rights.
PINE VALLEY (3.0% NSR)(1),
(2)
The Property covers approximately 1,060 hectares of exploration
land east and south of Nevada Gold
Mines' Goldrush deposit along the Battle Mountain-Eureka trend. Prior to the formation of
Nevada Gold Mines, Barrick stated
that the Goldrush deposit is a large Carlin-type gold development project, which
will progress toward a steady-state production of ~450Koz of gold
per annum during its first full five years of operation. Goldrush's
reserve estimate is currently 8.0 million ounces at 7.27 g/t
gold, which is inclusive of measured and indicated resource
estimate of 9.9 million ounces at 6.49 g/t gold and an
inferred resource estimate of 4.5 million ounces at 5.9 g/t gold.
Barrick stated that mineralization at Goldrush is open along strike
towards the north and east where the Property continues with the
favorable stratigraphic host of Goldrush and has identified a
mineral potential area known as Goldrush South on the Anglo/Zeke
and the Property. The Royalty complements and overlaps a portion of
Metalla's Cortez trend royalty land package that it acquired in
May 2020.
SPECIAL DIVIDEND
Metalla is pleased to announce that its board of directors has
approved and declared a special dividend (the "Special
Dividend") payment on the common shares of the Company (the
"Shares"), in the amount of C$0.03 per Share in cash (subject to any
applicable tax withholding obligations).
The table below sets out the Special Dividend record and payment
dates for shareholders of record.
|
Declaration
Date
|
Record Date
|
Payment Date
|
Payment Amount
($C)1
|
Special
Dividend
|
July 10,
2023
|
August 1,
2023
|
September 15,
2023
|
$0.03
|
(1)
|
For payments of the
Special Dividend to U.S. shareholders, the amount will be
converted
to U.S. dollars based on the exchange rate as of September 15,
2023.
|
The Special Dividends in the above table are 'Eligible
Dividends' pursuant to the Income Tax Act of Canada.
QUALIFIED PERSON
The technical information contained in this news release has
been reviewed and approved by Charles
Beaudry, geologist M.Sc., member of the Association of
Professional Geoscientists of Ontario and the Ordre des Géologues du Québec
and a consultant to Metalla. Mr. Beaudry is a Qualified Person as
defined in National Instrument 43-101 Standards of disclosure
for mineral projects. Mr. Beaudry has not done sufficient work
to classify the historical estimates disclosed above as current
mineral resources or mineral reserves, and the Company is not
treating the historical estimates as current mineral resources or
mineral reserves.
ABOUT METALLA
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.
For further information, please visit our website at
www.metallaroyalty.com.
ON BEHALF OF METALLA ROYALTY & STREAMING LTD.
(signed) "Brett Heath"
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accept
responsibility for the adequacy or accuracy of this
release.
Notes:
|
(1)
|
Information presented
under "Pine Valley (3% NSR)" was obtained from the publicly
available Barrick Gold Quarterly Report dated October 25,
2017, Barrick Gold September 19, 2019 Presentation Barrick
Gold Corporation Q3 Conference Call November 1, 2012 and
Barrick Gold Presentation dated February 15, 2023 and Technical
Report on the Cortez Complex dated December 31,
2021.
|
|
|
(2)
|
Mineralization on
Nevada Gold Mines' Goldrush deposit is not necessarily indicative
of similar mineralization on the adjacent Property on which Metalla
will hold the Royalty on completion of the Transaction.
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and
forward-looking information within the meaning of United States and Canadian regulations. 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 in this
release include, but are not limited to, statements with respect to
the use of proceeds of sale of the Property; the payment of the
Special Dividend and the anticipated timing thereof; the tax
consequences of the payment of the Special Dividend; the
anticipated amount of the Special Dividend per Share; Goldrush
mineral reserve estimates, mineral resource estimates, production
estimates and potential for new discoveries on the Property or
elsewhere; the future value of the Company's stock;
future cash generation; and the Company's potential to become a
leading gold and silver company. 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: cash flow; 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
development, 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. Although Metalla has 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. 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.
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SOURCE Metalla Royalty and Streaming Ltd.