(All dollar amounts are in thousands of
TSXV: MTA
NYSE American: MTA
FINANCIAL HIGHLIGHTS
During the nine months ended
- Announced that it had entered into an arrangement agreement dated
September 7, 2023 , whereby, the Company would acquire all of the issued and outstanding shares of Nova Royalty Corp. (TSX-V: NOVR) ("Nova") pursuant to a plan of arrangement (the "Nova Transaction"). Pursuant to the Nova Transaction, Nova shareholders will receive 0.36 of a Metalla common share (the "Common Shares") per common share of Nova (For additional details see Nova Royalty Acquisition); - On
September 8, 2023 , announced a strategic partnership withBeedie Capital ("Beedie"), whereby concurrent with closing of the Nova Transaction, Beedie, has agreed to: (i) subscribe for an equity placement into Metalla forC$15.0 million atC$5.29 per unit; (ii) amend the convertible loan facility (the "Beedie Loan Facility") between Metalla and Beedie from to increase the principal amountC$25.0 million toC$50.0 million ; (iii) amend the conversion price of theC$4.2 million outstanding under the Beedie Loan Facility toC$6.00 per share; and (iv) drawdown from the Beedie Loan Facility, at closing of the Nova Transaction, an amount equal to the principal and unpaid interest and fees outstanding under the convertible loan agreement with Nova (the "Nova Loan Facility") to refinance and retire the Nova Loan Facility (For additional details see Nova Royalty Acquisition); - Acquired 1 stream and 5 royalties, to bring the total held as at the date of this press release to 82 precious metals assets, through the following transactions:
- Acquired an existing 2.5%-3.75% sliding scale Gross Proceeds ("GP") royalty over gold, together with a 0.25%-3.0% Net Smelter Return ("NSR") royalty on all non-gold and silver metals on the majority of Barrick Gold Corporation's ("Barrick") world-class Lama project in
Argentina , from an arm's length seller for aggregate consideration of$7.5 million . The transaction closed onMarch 9, 2023 , at which time the Company paid the$2.5 million in cash, and issued 466,827 Common Shares to the seller (valued at$5.3553 per share). The remaining$2.5 million , to be paid in cash or Common Shares, is payable within 90 days upon the earlier of a 2 Moz gold Mineral Reserve estimate on the royalty area or 36 months after the closing date; - Acquired one silver stream and three royalties from
Alamos Gold Corp. ("Alamos") for$5.0 million in Common Shares valued at$5.3228 per share, representing the 20-day Volume-Weighted Average Price ("VWAP") of shares of Metalla traded on the NYSE prior to the announcement of the transaction. The transaction closed onFebruary 23, 2023 , at which time the Company issued 939,355 Common Shares to Alamos. The stream and royalties acquired in this transaction include:
- Acquired an existing 2.5%-3.75% sliding scale Gross Proceeds ("GP") royalty over gold, together with a 0.25%-3.0% Net Smelter Return ("NSR") royalty on all non-gold and silver metals on the majority of Barrick Gold Corporation's ("Barrick") world-class Lama project in
- a 20% silver stream over the
Esperanza project located inMorales, Mexico owned by Zacatecas Silver Corp.; - a 1.4% NSR royalty on the Fenn Gibb South project located in
Timmins, Ontario owned by Mayfair Gold Corp.; - a 2.0% NSR royalty on the Ronda project located in Shining Tree,
Ontario owned by Platinex Inc.; and - a 2.0% NSR royalty on the Northshore West property located in
Thunder Bay, Ontario owned byNew Path Resources Inc.
- a 20% silver stream over the
- Sold the JR mineral claims that make up the
Pine Valley property, which is part of the Cortez complex inNevada , toNevada Gold Mines LLC ("NGM"), an entity formed byBarrick and Newmont Corporation ("Newmont"), for$5.0 million in cash. The Company will retain a 3.0% NSR royalty on the property. Additionally, sold the Conmee mineral claims that make up theTower Mountain property to Thunder Gold Corp. ("Thunder Gold") for 4,000,000 common shares of Thunder Gold, valued at$0.1 million upon closing. The Company will retain a 2.0% NSR royalty on the property; - Paid a special dividend payment in the amount of
C$0.03 per share onSeptember 15, 2023 , with a record date ofAugust 1, 2023 ; - For the three months ended
September 30, 2023 , received or accrued payments on 1,095 attributable Gold Equivalent Ounces ("GEOs") at an average realized price of$1,901 and an average cash cost of$5 per attributable GEO. For the nine months endedSeptember 30, 2023 , received or accrued payments on 2,878 attributable GEOs at an average realized price of$1,893 and an average cash cost of$6 per attributable GEO (see Non-IFRS Financial Measures); - For the three months ended
September 30, 2023 , recognized revenue from royalty and stream interests, including fixed royalty payments, of$1.4 million , net loss of$2.1 million , and Adjusted EBITDA of$0.5 million . For the nine months endedSeptember 30, 2023 , recognized revenue from royalty and stream interests, including fixed royalty payments, of$3.3 million , net loss of$4.0 million , and Adjusted EBITDA of$0.9 million (see Non-IFRS Financial Measures); - For the three months ended
September 30, 2023 , generated operating cash margin of$1,896 per attributable GEO, and for the nine months endedSeptember 30, 2023 , generated operating cash margin of$1,887 per attributable GEO from the Wharf,El Realito ,La Encantada , theNew Luika Gold Mine ("NLGM") stream held bySilverback Ltd. ("Silverback"), the Higginsville derivative royalty asset, and other royalty interests (see Non-IFRS Financial Measures); - For the three months ended
September 30, 2023 , recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of$0.7 million , and for the nine months endedSeptember 30, 2023 , recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of$2.1 million (see Non-IFRS Financial Measures); - On
May 27, 2022 , the Company announced that it had entered into a new equity distribution agreement with a syndicate of agents to establish an ATM equity program (the "2022 ATM Program") under which the Company may distribute up to$50.0 million (or the equivalent in Canadian Dollars) in Common Shares of the Company. From inception to the date of this press release, the Company distributed 1,328,078 Common Shares under the 2022 ATM Program at an average price of$5.01 per share for gross proceeds of$6.6 million , of which none were sold during the three months endedSeptember 30, 2023 ; and - On
May 19, 2023 , the Company closed a second supplemental loan agreement (the "Supplemental Loan Agreement") to amend its loan facility by:
- extending the maturity date to
May 9, 2027 ; - increasing the loan facility by
C$5.0 million fromC$20.0 million toC$25.0 million , of whichC$21.0 million will be undrawn after giving effect to theC$4.0 million conversion described below; - increasing the interest rate from 8.0% to 10.0% per annum;
- amending the conversion price of the fourth drawdown from
C$11.16 per share toC$8.67 per share, being a 30% premium to the 30-day VWAP of the Company shares measured at market close on the day prior to announcement of the amendment; - amending the conversion price of
C$4.0 million of the third drawdown fromC$14.30 per share toC$7.33 per share, being the 5-day VWAP of the Company shares measured at market close on the day prior to announcement of the amendment, and converting theC$4.0 million into shares at the new conversion price. Upon closing the Company issued Beedie 545,702 Common Shares for the conversion of theC$4.0 million ; - amending the conversion price of the remaining
C$1.0 million of the Third Drawdown fromC$14.30 per share toC$8.67 per share, being to the 30-day VWAP of the Company shares measured at market close on the day prior to announcement of the amendment; and - All other terms of the loan facility remain unchanged.
- extending the maturity date to
NOVA ROYALTY ACQUISITION
On
Based on the assumptions set out above, upon completion of the Nova Transaction, the Company expects that existing Metalla and Nova shareholders would own approximately 60.41% and 39.59% of the combined company, respectively, on a fully diluted basis. The Nova Transaction is subject to approval at a special meeting of Nova shareholders which is scheduled for
Nova Royalty
Nova is a royalty and streaming company that is focused on acquiring copper royalties and as at the date of this press release, has a portfolio of 23 royalties including the following key royalties:
- 0.42% NSR royalty on
Taca Taca operated by First Quantum Minerals Ltd.; - 0.315% NSR royalty on the
Copper World Complex operated by Hudbay Minerals Inc.; - 1.0% NSR royalty on Aranzazu operated by Aura Minerals Inc.;
- 0.08% NPI royalty on Josemaria operated by Lundin Mining Corp.;
- 0.98% NSR royalty on open pit operations and 0.49% NSR royalty on underground operations on Vizcachitas operated by Los Andes Copper Ltd.;
- 0.25% NSR royalty on Tatogga operated by Newmont Corp.;
- 2.0% NSR royalty on NuevaUnion operated as a 50/50 joint venture between Teck Resources Ltd. and Newmont Corp.; and
- 1.0%
NPR royalty on West Wall operated as a 50/50 joint venture between Anglo American plc and Glencore plc.
Beedie has agreed, concurrent with closing of the Nova Transaction, to:
- subscribe to
C$15.0 million in an equity placement into Metalla; - amend and increase the existing Beedie Loan Facility; and
- repay and terminate the Nova Loan Facility.
Equity Placement
Beedie entered into a subscription agreement to complete a
Metalla Convertible Loan
Metalla and Beedie have entered into an amended and restated convertible loan facility agreement (the "A&R Loan Facility") to amend and restate the Beedie Loan Facility dated
- increase the maximum aggregate principal amount of the loan from
C$25.0 million toC$50.0 million ; - drawdown C$4.2 million from the A&R Loan Facility with a conversion price of
C$6.00 per share to refinance the principal amount due under the Beedie Loan Facility; - drawdown
C$12.2 million from the A&R Loan Facility with a conversion price ofC$6.00 per share to refinance the principal amount due under the Nova Loan Facility; - drawdown an amount equal to the accrued and unpaid interest outstanding under the Nova Loan Facility at the close of the Nova Transaction, to refinance such amount, with a conversion price equal to the market price of the shares of Metalla at the time of conversion. As at
September 30, 2023 , the accrued and unpaid interest due under the Nova Loan Facility wasC$1.8 million ; - drawdown an amount equal to the accrued and unpaid fees outstanding under the Nova Loan Facility at the close of the Nova Transaction, to refinance such amount, which will not be convertible into shares of Metalla. As at
September 30, 2023 , the accrued and unpaid fees due under the Nova Loan Facility wereC$0.7 million ; - establish for an 18-month period, paid-in-kind interest of a cash 10.0% per annum compounded monthly to the principal effective at closing of the Nova Transaction, and thereafter reverting to interest payment of 10.0% on a monthly basis;
- payment of an amendment fee of
C$0.1 million and any outstanding costs and expenses payable by Metalla; and - update the existing security arrangements to include security to be provided by Nova and certain other subsidiaries of Metalla and Nova for the A&R Loan Facility.
- increase the maximum aggregate principal amount of the loan from
Nova Convertible Loan
As per the A&R Loan Facility and as discussed above, concurrent with closing of the Nova Transaction, Metalla will draw down on the A&R Loan Facility and pay out and discharge all obligations under the Nova Loan Facility, which will be terminated concurrently.
ASSET UPDATES
Below are updates during the three months ended
On
Metalla received 99 GEOs from
Metalla holds a 100% GVR royalty on gold produced at the
On
Metalla received 398 GEOs from
Metalla holds a 2.0% NSR royalty on the
Wharf Royalty
On
Metalla received 192 GEOs from Wharf for the third quarter of 2023.
Metalla holds a 1.0% GVR royalty on the Wharf mine.
New Luika Silver Stream
On
Metalla holds a 15% interest in Silverback, whose sole business is receipt and distribution of a 100% silver stream on NLGM at an ongoing cost of 10% of the spot silver price.
Côté-Gosselin
On
- 0.65 g/t gold over 472 meters including 1.59 g/t gold over 51 meters;
- 0.82 g/t gold over 356 meters including 1.09 g/t gold over 132 meters;
- 1.40 g/t gold over 300.8 meters including 1.71 g/t gold over 207.3 meters;
- 1.53 g/t gold over 240 meters including 2.26 g/t gold over 120 meters; and
- 0.72 g/t gold over 500.8 meters.
Metalla holds a 1.35% NSR royalty that covers less than 10% of the Côté Reserves and Resources estimate and covers all of the 5 Moz gold Gosselin Resource estimate.
Endeavor
On
In addition, Polymetals released an updated ore Reserve estimate at Endeavor where Proven and Probable Reserves totaled 14 Moz silver, 226 kt zinc and 100 kt lead at grades of 78 g/t, 4.04% and 1.79%, respectively.
Metalla holds a 4.0% NSR royalty on all lead, zinc and silver produced from Endeavor.
Amalgamated Kirkland Property
On
Metalla holds a 0.45% NSR royalty on the Amalgamated Kirkland property.
Fifteen
On
Metalla holds a 1.0% NSR royalty on the Fifteen
Tocantinzinho
On
Metalla holds a 0.75% GVR Royalty on Tocantinzinho.
On
Metalla holds a 2.0% NSR Royalty on
On
Metalla holds a 2.5% GVR royalty on the northern and southern extensions of the
Wasamac
On
Metalla holds a 1.5% NSR royalty on the Wasamac project subject to a buy back of 0.5% for
Lama
On
Metalla holds a 2.5%-3.75% GP royalty on gold and a 0.25%-3.0% NSR royalty on all other metals (other than gold and silver) at Lama.
On
Metalla holds a 5.0% NSR royalty on the South Domes area of the
La Parrilla
On
Metalla holds a 2.0% NSR royalty on La Parrilla.
Akasaba West
On
Metalla holds a 2.0% NSR royalty on the Akasaba West project subject to a 210 Koz gold exemption.
Beaufor
On
Metalla holds a 1.0% NSR royalty on the Beaufor mine, and while it has written down the royalty to $Nil for accounting purposes, it will continue to monitor the project, and if the project is restarted or sold to an entity with a plan to restart mining and processing activities, the Company will do a further analysis to see if any part of the impairment can be reversed in the future.
Montclerg
On
Metalla holds a 1.0% NSR royalty on the Montclerg property.
Camflo
On
Metalla holds a 1.0% NSR royalty on the Camflo mine, located ~4km northeast of the Canadian Malartic operation.
On
Metalla holds a 2.0% NSR royalty on the
On
Metalla holds a 2.0% NSR royalty on the
Detour DNA
On
Metalla holds a 2.0% NSR royalty on the Detour DNA property which is approximately 7 km west of the Detour West reserve pit margin.
QUALIFIED PERSON
The technical information contained in this news release has been reviewed and approved by
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
(signed) "Brett Heath"
President and CEO
Website: www.metallaroyalty.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.
Non-IFRS Financial Measures
Metalla has included certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) including (a) attributable gold equivalent ounces (GEOs), (b) average cash cost per attributable GEO, (c) average realized price per attributable GEO, (d) operating cash margin per attributable GEO, and (e) adjusted EBITDA. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow.
(a) Attributable GEOs
Attributable GEOs are a non-IFRS financial measure that is composed of gold ounces attributable to the Company, plus an amount calculated by taking the revenue earned by the Company in the period from payable silver ounces attributable to the Company divided by the average
The Company's attributable GEOs for the three and nine months ended
Three months | Nine months | ||
ended | ended | ||
Attributable GEOs during the period from: | |||
Higginsville | 375 | 1,105 | |
Wharf | 192 | 703 | |
398 | 799 | ||
99 | 180 | ||
NLGM | 31 | 91 | |
Total attributable GEOs | 1,095 | 2,878 |
(b) Average cash cost per attributable GEO
Average cash cost per attributable GEO is a non-IFRS financial measure that is calculated by dividing the Company's total cash cost of sales, excluding depletion by the number of attributable GEOs. The Company presents average cash cost per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. The Company's average cash cost per attributable GEO for three and nine months ended
Three months | Nine months | ||
ended | ended | ||
Cost of sales for NLGM | |||
Total cash cost of sales | 6 | 18 | |
Total attributable GEOs | 1,095 | 2,878 | |
Average cash cost per attributable GEO |
(c) Average realized price per attributable GEO
Average realized price per attributable GEO is a non-IFRS financial measure that is calculated by dividing the Company's revenue, excluding any revenue earned from fixed royalty payments, and including cash received or accrued in the period from derivative royalty assets, by the number of attributable GEOs sold. The Company presents average realized price per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis. The Company's average realized price per attributable GEO for three and nine months ended
Three months | Nine months | ||
ended | ended | ||
Royalty revenue (excluding fixed royalty payments) | |||
Payments from derivative assets | 723 | 2,134 | |
Revenue from NLGM | 60 | 176 | |
Sales from stream and royalty interests | 2,082 | 5,449 | |
Total attributable GEOs sold | 1,095 | 2,878 | |
Average realized price per attributable GEO |
(d) Operating cash margin per attributable GEO
Operating cash margin per attributable GEO is a non-IFRS financial measure that is calculated by subtracting the average cast cost price per attributable GEO from the average realized price per attributable GEO. The Company presents operating cash margin per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis.
(e) Adjusted EBITDA
Adjusted EBITDA is a non-IFRS financial measure which excludes from net income taxes, finance costs, depletion, impairment charges, foreign currency gains/losses, share based payments, and non-recurring items. Management uses Adjusted EBITDA to evaluate the Company's operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company presents Adjusted EBITDA as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. However, Adjusted EBITDA does not represent, and should not be considered an alternative to net income (loss) or cash flow provided by operating activities as determined under IFRS. The Company's adjusted EBITDA for three and nine months ended
Three months | Nine months | ||
ended | ended | ||
Net loss | |||
Adjusted for: | |||
Royalty interest impairment | 1,053 | 2,355 | |
Gain on sales of mineral claims | - | (5,093) | |
Interest expense | 128 | 785 | |
Finance charges | 59 | 137 | |
Loss (gain) on modification of loan payable | - | 1,417 | |
Income tax provision | 27 | 1,270 | |
Depletion | 787 | 1,700 | |
Foreign exchange loss (gain) | 89 | 311 | |
Share-based payments | 501 | 1,968 | |
Adjusted EBITDA |
Refer the Company's MD&A for the three and nine months ended
Technical and Third-Party Information
Metalla has limited, if any, access to the properties on which Metalla holds a royalty, stream or other interest. Metalla is dependent on (i) the operators of the mines or properties and their qualified persons to provide technical or other information to Metalla, or (ii) publicly available information to prepare disclosure pertaining to properties and operations on the mines or properties on which Metalla holds a royalty, stream or other interest, and generally has limited or no ability to independently verify such information. Although Metalla does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Metalla's royalty, stream or other interests. Metalla's royalty, stream or other interests can cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, resources and production of a property.
Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this press release, including any references to mineral resources or mineral reserves, was prepared in accordance with Canadian NI 43-101, which differs significantly from the requirements of the
"Inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Historical results or feasibility models presented herein are not guarantees or expectations of future performance.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only and the Company does not intend to and does not assume any obligation to update or revise them except as required by applicable law.
All statements included herein that address events or developments that we expect to occur in the future are forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking terminology 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 in this press release include, but are not limited to, statements regarding: the completion of the Nova Transaction, including the receipt of the necessary approvals and satisfaction of the closing conditions; the conversion of Subscription Receipts into Common Shares; the use of proceeds of the Equity Placement; the amendment of the Beedie Loan Facility at closing of the Nova Transaction, including the satisfaction of the conditions to effectiveness of the A&R Loan Facility; the amendment of the conversion price of the
Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements 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 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: risks related to the Nova Transaction, including the failure to receive the required shareholder, court, regulatory and other approvals necessary to effect the Nova Transaction and the potential for a third party to make a superior proposal to the Nova Transaction; that the combined company and its shareholders will not realize the anticipated benefits following the completion of the Nova Transaction; risks related to the completion of the A&R Loan Facility, including the failure to satisfy the required conditions to effectiveness and the risk that the drawdowns under the A&R Loan Facility will not occur as expected; that the Nova Loan Facility will not be terminated; that the Subscription Receipts will not be converted into Common Shares; that the proceeds of the Equity Placement will not be used as anticipated; risks related to commodity price fluctuations; the absence of control over mining operations from which Metalla will purchase precious metals pursuant to gold streams, silver streams and other agreements or from which it will receive royalty payments pursuant to net smelter returns, gross overriding royalties, gross value royalties and other royalty agreements or interests and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; risks related to exchange rate fluctuations; that payments in respect of streams and royalties may be delayed or may never be made; risks related to Metalla's reliance on public disclosure and other information regarding the mines or projects underlying its streams and royalties; that some royalties or streams may be subject to confidentiality arrangements that limit or prohibit disclosure regarding those royalties and streams; business opportunities that become available to, or are pursued by, Metalla; that Metalla's cash flow is dependent on the activities of others; that Metalla has had negative cash flow from operating activities in the past; that some royalty and stream interests are subject to rights of other interest-holders; that Metalla's royalties and streams may have unknown defects; risks related to Metalla's sole material asset, the Côté property; risks related to general business and economic conditions; risks related to global financial conditions, geopolitical events and other uncertainties; risks related to epidemics, pandemics or other public health crises, including COVID-19 global health pandemic, and the spread of other viruses or pathogens, and the potential impact thereof on Metalla's business, operations and financial condition; that Metalla is dependent on its key personnel; risks related to Metalla's financial controls; dividend policy and future payment of dividends; competition; that project operators may not respect contractual obligations; that Metalla's royalties and streams may be unenforceable; risks related to conflicts of interest of Metalla's directors and officers; that Metalla may not be able to obtain adequate financing in the future; risks associated with Metalla's 2022 ATM Program; risks related to Metalla's current credit facility and financing agreements; litigation; title, permit or license disputes related to interests on any of the properties in which Metalla holds, or may acquire, a royalty, stream or other interest; interpretation by government entities of tax laws or the implementation of new tax laws; changes in tax laws impacting Metalla; risks related to anti-bribery and anti-corruption laws; credit and liquidity risk; risks related to Metalla's information systems and cyber security; risks posed by activist shareholders; that Metalla may suffer reputational damage in the ordinary course of business; risks related to acquiring, investing in or developing resource projects; risks applicable to owners and operators of properties in which Metalla holds an interest; exploration, development and operating risks; risks related to climate change; environmental risks; that the exploration and development activities related to mine operations are subject to extensive laws and regulations; that the operation of a mine or project is subject to the receipt and maintenance of permits from governmental authorities; risks associated with the acquisition and maintenance of mining infrastructure; that Metalla's success is dependent on the efforts of operators' employees; risks related to mineral resource and mineral reserve estimates; that mining depletion may not be replaced by the discovery of new mineral reserves; that operators' mining operations are subject to risks that may not be able to be insured against; risks related to land title; risks related to international operations; risks related to operating in countries with developing economies; risks related to the construction, development and expansion of mines or projects; risks associated with operating in areas that are presently, or were formerly, inhabited or used by indigenous peoples; that Metalla is required, in certain jurisdictions, to allow individuals from that jurisdiction to hold nominal interests in Metalla's subsidiaries in that jurisdiction; the volatility of the stock market; that existing securityholders may be diluted; risks related to Metalla's public disclosure obligations; risks associated with future sales or issuances of debt or equity securities; risks associated with the Company's loan facility; that there can be no assurance that an active trading market for Metalla's securities will be sustained; risks related to the enforcement of civil judgments against Metalla; risks relating to Metalla potentially being a passive "foreign investment company" within the meaning of
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