Sec Form 13G Filing - Beedie Investments Ltd filing for METALLA RTY & STREAM LTD COM N (MTA) - 2021-01-29

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13G
(Amendment No. 01)*
Under the Securities Exchange Act of 1934


Metalla Royalty & Streaming Ltd.
(Name of Issuer)
 
Common Shares, no par value
(Title of Class of Securities)
 
59124U100
(CUSIP Number)
 
December 31, 2020
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[   ]
Rule 13d-1(b)
     
 
[X]
Rule 13d-1(c)
     
 
[   ]
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 59124U100
  
1
NAME OF REPORTING PERSON
Beedie Investments Limited
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐
(b) ☐
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
  
6
SHARED VOTING POWER
1,550,635
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
1,550,635
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,635
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 		  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.22%*
 
  
12
TYPE OF REPORTING PERSON
OO
 
  

*
Percentage ow nership is based upon 36,214,370 common shares of the Issuer issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of common shares added pursuant to Rule 13d-3(d)(1)(i) as is more fully described in Item 4(b).

CUSIP No. 59124U100
  
1
NAME OF REPORTING PERSON
Beedie Holdings Limited
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
  
6
SHARED VOTING POWER
1,550,635
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
1,550,635
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,635
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 		  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.22%*
 
  
12
TYPE OF REPORTING PERSON
HC
 
  

*
Percentage ownership is based upon 36,214,370 common shares of the Issuer issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of common shares added pursuant to Rule 13d-3(d)(1)(i) as is more fully described in Item 4(b).
CUSIP No. 59124U100
  
1
NAME OF REPORTING PERSON
Ryan Beedie Family Trust III
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
  
6
SHARED VOTING POWER
1,550,635
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
1,550,635
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,635
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 		  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.22%*
 
  
12
TYPE OF REPORTING PERSON
HC
 
  

*
Percentage ownership is based upon 36,214,370 common shares of the Issuer issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of common shares added pursuant to Rule 13d-3(d)(1)(i) as is more fully described in Item 4(b).
CUSIP No. 59124U100
  
1
NAME OF REPORTING PERSON
4358 Investments Limited
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
  
6
SHARED VOTING POWER
1,550,635
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
1,550,635
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,635
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 		  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.22%*
 
  
12
TYPE OF REPORTING PERSON
HC
 
  

*
Percentage ownership is based upon 36,214,370 common shares of the Issuer issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of common shares added pursuant to Rule 13d-3(d)(1)(i) as is more fully described in Item 4(b).
CUSIP No. 59124U100
  
1
NAME OF REPORTING PERSON
Ryan Beedie
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
  
6
SHARED VOTING POWER
1,550,635
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
1,550,635
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550,635
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 		  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.22%*
 
  
12
TYPE OF REPORTING PERSON
IN
 
  

*
Percentage ownership is based upon 36,214,370 common shares of the Issuer issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of common shares added pursuant to Rule 13d-3(d)(1)(i) as is more fully described in Item 4(b).
Item 1(a).
Name of Issuer:
       
 
Metalla Royalty & Streaming Ltd.
       
Item 1(b).
Address of Issuer’s Principal Executive Offices:
       
 
543 Granville Street, Suite 501, Vancouver, British Columbia V6C 1X8
       
Item 2(a).
Name of Person Filing:
       
 
This Schedule 13G is being jointly filed by:
       
 
(1) Beedie Investments Limited, a British Columbia, Canada corporation (“BIL”), which is the direct beneficial owner of the common shares, no par value of the Issuer (the “Common Shares”) as described more fully in Item 4;
       
 
(2) Beedie Holdings Limited, a British Columbia, Canada corporation (“BHL”), which 100% owns and controls BIL;
       
 
(3) Ryan Beedie Family Trust III (the “Trust”), a Canadian Resident Trust, which 100% owns and controls BHL;
       
 
(4) 4358 Investments Limited, a British Columbia, Canada corporation (“4358”), which is the Trustee and has sole control of the Trust; and
       
 
(5) Ryan Beedie, an individual Canadian citizen, who 100% owns and controls 4358 (collectively, with BIL, BHL, the Trust and 4358, the “Reporting Persons”).
       
Item 2(b).
Address of Principal Business Office or, if None, Residence:
       
 
The address of the principal business office of each of the Reporting Persons is 1111 West Georgia Street, Suite 1730, Vancouver, British Columbia V6E 4M3.
       
Item 2(c).
Citizenship:
       
 
Item 2(a) is incorporated by reference.
       
Item 2(d).
Title of Class of Securities:
       
 
Common shares, no par value
       
Item 2(e).
CUSIP Number:
       
 
59124U100
       
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 
(a)
 ☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
 
(b)
 ☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 
(c)
 ☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
 ☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
 
(e)
 ☐
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
 ☐
An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
       
 
(g)
 ☐
A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
       
 
(h)
 ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
 ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
 ☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
       
 
(k)
 ☐
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.
Ownership.
   

(a) Amount beneficially owned: As of the close of business on December 31, 2020, each of the Reporting Persons, through BIL’s direct beneficial ownership, may be deemed to beneficially own 1,550,635 Common Shares.
   
 
 (b) Percent of class: The number of shares each Reporting Person may be deemed to beneficially own as of the close of business on December 31, 2020 constitutes approximately 4.22% of the Common Shares outstanding, based upon 36,214,370 Common Shares issued and outstanding as of August 31, 2020, as reported in the Issuer’s current report on Form 6-K as filed with the Securities and Exchange Commission on October 9, 2020, with a number of Common Shares added pursuant to Rule 13d-3(d)(1)(i) equal to the amount of Common Shares issuable upon conversion of the Loan Facility.
   

(c)
Number of shares as to which each Reporting Person has:
   

(i)    Sole power to vote or to direct the vote: 0
   

(ii)   Shared power to vote or to direct the vote: 1,550,635 Common Shares
   

(iii)  Sole power to dispose or to direct the disposition of: 0
   

(iv)  Shared power to dispose or to direct the disposition of: 1,550,635 Common Shares

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
See Exhibit B attached hereto.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certifications.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  January 28, 2021

 
Beedie Investments Limited
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
Beedie Holdings Limited
     < /td>  
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
Ryan Beedie Family Trust III
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
4358 Investments Limited
       
 
By:
 /s/ Ryan Beedie
  
   
Ryan Beedie
  
   
President
  
       
       
 
Ryan Beedie
  /s/ Ryan Beedie
  
       
LIST OF EXHIBITS

Exhibit No.
 
Description
 
A
 
B
  

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the common shares, no par value, of Metalla Royalty & Streaming Ltd., a company incorporated in British Columbia, Canada, and that this Agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 28, 2021.


 
Beedie Investments Limited
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
Beedie Holdings Limited
  
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
Ryan Beedie Family Trust III
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
4358 Investments Limited
       
 
By:
 /s/ Ryan Beedie  
   
Ryan Beedie
  
   
President
  
       
       
 
Ryan Beedie
       
  /s/ Ryan Beedie   
EXHIBIT B

IDENTIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY


Beedie Investments Limited (“BIL”), a British Columbia, Canada corporation is the direct beneficial owner of 1,550,635 of the common shares, no par value of Metalla Royalty & Streaming Ltd., a company incorporated in British Columbia, Canada. BIL is the wholly owned subsidiary of Beedie Holdings Limited, a British Columbia, Canada corporation, which is wholly owned by the Ryan Beedie Family Trust III (the “Trust”). 4358 Investments Limited, a British Columbia, Canada corporation (“4358”), is the Trustee and has sole control of the Trust and is wholly owned and controlled by Ryan Beedie, an individual Canadian citizen.