06/22/2020 | 09:23pm BST
VANCOUVER, British Columbia, June 22, 2020 (GLOBE NEWSWIRE) — Metalla Royalty & Streaming Ltd. (TSXV: MTA) (NYSE American: MTA) (the “Company” or “Metalla”) and Coeur Mining, Inc. (NYSE: CDE) (“Coeur”) announce that they have entered into a bid letter with a syndicate of underwriters led by PI Financial Corp., Haywood Securities Inc. and Cantor Fitzgerald Canada Corporation (the “Co-Lead Underwriters” and together with the syndicate, the “Underwriters”), pursuant to which the Underwriters have agreed to buy on a “bought deal” basis 2,400,000 common shares of Metalla (the “Common Shares”) currently held by Coeur at a price of US$5.30 per Common Share for gross proceeds to Coeur of approximately US$12.72 million (the “Secondary Offering”). Metalla will not receive any proceeds from the Secondary Offering. In addition, Coeur has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 15% of the number of shares of Metalla sold in the Secondary Offering for up to 30 days after the closing, on the same terms and conditions as the Secondary Offering. If the Over-Allotment Option is exercised in full, the total gross proceeds to Coeur will be US$14,628,000.
Coeur currently owns, as of the date hereof, 5,241,310 Common Shares, representing approximately 14.9% of the issued and outstanding Common Shares of Metalla (on a non-diluted basis). Upon closing of the Secondary Offering and prior to the exercise of the Over-Allotment Option, Coeur’s ownership of Metalla’s issued and outstanding Common Shares will be reduced from 14.9% to 6.7% (on a non-diluted basis) after giving effect to the Wharf royalty transaction announced on June 22, 2020 by Metalla.
Coeur has also agreed, subject to certain limited exceptions, not to sell any Common Shares or other securities of Metalla for a period of 120 days from the closing of the Secondary Offering.
The Company also announced the Wharf royalty transaction with Coeur on June 22, 2020. As part of the royalty transaction, Coeur has agreed to waive its pre-emptive right with respect to the Wharf royalty, concurrent with the completion of the Secondary Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities being offered, nor may there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or other jurisdiction.
The Secondary Offering will be made in each of the provinces of Canada (excluding Quebec) and in the United States by way of (i) a prospectus supplement (the “U.S. Prospectus Supplement”) to the Company’s existing U.S. registration statement on Form F‑10 dated May 1, 2020 (the “Registration Statement”); and (ii) a prospectus supplement (the “Canadian Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated May 1, 2020 (the “Base Shelf Prospectus”). The Canadian Prospectus Supplement will be filed with the securities commissions in each of the provinces of Canada and the U.S. Prospectus Supplement will be filed with the United States Securities and Exchange Commission (the “SEC”).
Metalla has filed a Registration Statement (including a prospectus) with the SEC and a Base Shelf Prospectus (including a prospectus supplement) with the securities commissions in each of the provinces of Canada for the offering to which this communication relates. Before you invest, you should read the prospectus in that Registration Statement or the Base Shelf Prospectus (including the prospectus supplement) and other documents Metalla has filed with the SEC or the Canadian Securities Administrators for more complete information about Metalla and this offering.
ABOUT METALLA
Metalla was created for the purpose of providing 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.
ABOUT COEUR
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota, and the Silvertip silver-zinc- lead mine in British Columbia. In addition, the Company has interests in several precious metals exploration projects throughout North America.
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