Date Closed

May 18, 2023

Lead Office

Toronto

Value

6.30 Million CAD

On May 18, 2023, Metallic Minerals Corp.  ("Metallic Minerals" ) completed a 9.5% strategic equity investment by a wholly-owned subsidiary of Newcrest Mining Limited ("Newcrest"). Pursuant to the placement, Metallic Minerals issued 15,838,593 units at a price of $0.40 per unit for gross proceeds of approximately C$6.3 million.

Proceeds from the placement are intended to advance exploration on, and for acquisitions related to, Metallic Minerals' La Plata mining project located in Colorado, USA and for working capital and general corporate purposes. Metallic Minerals and Newcrest will establish a technical committee that will act in a non-binding advisory capacity to the board of directors, providing management access to Newcrest's substantial technical expertise in similar mining operations.

In connection with the placement, the parties entered into an investor rights agreement pursuant to which Newcrest is entitled to certain rights provided it meets and maintains certain minimum ownership requirements, including rights to: (i) participate in future equity offerings and other security issuances to maintain minimum ownership levels; (ii) a right of first refusal on the sale of the La Plata project or certain of Metallic Minerals' economic interests therein; and (iii) nominate a director to the Metallic Minerals' board, which right becomes effective if Newcrest acquires ownership of at least 13% of the outstanding common shares of the company. Newcrest has agreed to certain non-solicitation, standstill and area of interest protections in favor of Metallic Minerals for a period of two years, unless its ownership percentage in Metallic Minerals falls below certain specified thresholds prior to then.

Newcrest is one of the world's largest gold mining companies with headquarters in Melbourne, Australia and operating mines in Australia, Canada and Papua New Guinea. Newcrest is a technical industry leader, with particular expertise in exploration, deep underground block caving and metallurgical processing.

McCarthy Tétrault assisted Newcrest with a team led by Shaun Khullar that included Roger Taplin, Kyle Riddell, Milica Pavlovic (Business and Mining), Lance Williams and Jenna Clark (Mining).