6-K
Metalla Royalty & Streaming Ltd. (MTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: September, 2020
Commission file number: 001-39166
Metalla Royalty & Streaming Ltd.
(Translation of registrant's name into English)
501- 543 Granville Street, Vancouver, BC, V6C 1X8(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover:
[ ] Form 20-F [ x ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
EXHIBIT INDEX
EXHIBIT 99.1 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-237887), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
| Exhibit | Description |
|---|---|
| 99.1 | Material Change Report dated September 16, 2020 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 16, 2020 | /s/ Kim Casswell |
|---|---|
| Kim Casswell | |
| Corporate Secretary |
Metalla Royalty & Streaming Ltd. : Exhibit 99.1 - Filed by newsfilecorp.com
MATERIAL CHANGE REPORT 51-102F3
Item 1 Name and Address of Company
Metalla Royalty & Streaming Ltd. (the "Company" or "Metalla") Suite 501, 543 Granville Street Vancouver, British Columbia V6C 1X8
Item 2 Date of Material Change
September 16, 2020
Item 3 News Release
A news release dated September 16, 2020 was disseminated and filed on SEDAR with applicable securities commissions.
Item 4 Summary of Material Change
The Company has entered into a purchase and sale agreement with Morgan Stanley Capital Group, Inc. ("Morgan Stanley") to acquire an existing 27.5% price participation royalty interest (the "Royalty") on Karora Resources Inc.'s ("Karora") operating Higginsville Gold Operations for total consideration of up to US$6.5 million payable in common shares of the Company ("Metalla Shares").
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company has entered into a purchase and sale agreement with Morgan Stanley to acquire a Royalty on Karora's operating Higginsville Gold Operations ("Higginsville") for total consideration of up to US$6.5 million payable in Metalla Shares.
The Royalty is a 27.5% price participation royalty interest on the difference between the London pm fix gold price and AUD$1,340/oz gold price on the first 2,500 ounces per quarter for a cumulative total of 34,000 ounces of gold. The Company will satisfy the consideration for the Royalty by issuing Metalla Shares representing up to US$6.5 million in value based on the fifteen (15) trading day volume-weighted average price on the NYSE American prior to closing, less any royalty payments received by Morgan Stanley prior to the closing date of the transaction. The transaction is subject to other customary closing conditions, including obtaining the requisite TSXV and NYSE American approvals and Foreign Investment Review Board approval from the Government of Australia. The transaction is expected to close in Q4.
As more particularly described in the Company's 2020 Annual Information Form, the Company has also terminated an existing agreement to purchase four (4) non-producing royalty interests (the "Exploration Royalty Portfolio") payable by four (4) tenement holders (each, a "Tenement Holder") due to the exercise of the pre-emptive rights held by each Tenement Holder in respect to their respective interest in the Exploration Royalty Portfolio.
5.2 Disclosure for Restructuring Transactions
Not applicable
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7 Omitted Information
Not applicable
Item 8 Executive Officer
Brett Heath, President & CEO
Phone: 604-696-0741
Email: info@metallaroyalty.com
Item 9 Date of Report
September 16, 2020