Mr. Brett Heath reports

METALLA SIGNS AMENDED CONVERTIBLE LOAN AGREEMENT FOR C$50 MILLION

In connection with the plan of arrangement transaction between Metalla Royalty & Streaming Ltd. and Nova Royalty Corp. announced on Sept. 8, 2023, Metalla has signed an amended and restated convertible loan facility agreement (the CLA) with Beedie Investments Ltd., to be effective on the closing of the transaction. (All dollar amounts are in United States dollars unless otherwise indicated.)

Strategic partnership with Beedie Capital

On Sept. 8, 2023, concurrent with the announcement of the plan of arrangement with Nova, Metalla announced a strategic partnership with Beedie whereby Beedie will:

• Amend the convertible loan agreement Beedie has with Metalla, increasing the principal amount from $25.0-million (Canadian) to $50.0-million (Canadian);
• Terminate the convertible loan agreement Beedie has with Nova through full repayment using the Metalla convertible loan;
• Complete the $15.0-million (Canadian) equity placement, pursuant to which Beedie will subscribe for subscription receipts at a price of $5.29 (Canadian) per subscription receipt in accordance with the binding subscription agreement previously executed.

Metalla convertible loan

Metalla and Beedie have entered into the CLA, effective as at closing of the transaction, pursuant to which the parties agreed as follows:

1. To increase the loan facility from $25.0-million (Canadian) to $50.0-million (Canadian);
2. To drawdown the following amount (the initial drawdown):
   1. $16.4-million (Canadian) (convertible at a conversion price of $6.00 (Canadian) per common share of Metalla), to refinance the $4.2-million (Canadian) principal outstanding under the Metalla convertible loan, and the $12.2-million (Canadian) principal outstanding under the Nova convertible loan;
   2. An amount equal to the aggregate interest and fees outstanding under the Nova convertible loan and the existing Metalla convertible loan as at the time of the closing of the transaction, with the amount of interest to be convertible at the market price of a Metalla share on the TSX Venture Exchange as of the date of conversion and unpaid fees shall not be convertible. The accrued and unpaid interest and fees were $2.6-million (Canadian) as of Oct. 19, 2023;
   3. An amendment fee of approximately $100,000 (Canadian) payable to Beedie;
   4. Certain expenses of Beedie.
3. For an 18-month period from the close of the transaction, interest on the principal will accrue at a rate of 10.0 per cent per annum;
4. The standby fee (1.5 per cent per annum), the commitment fee (1.0 per cent on any subsequent advance (not payable on the initial drawdown)), the make-whole fee (entitling Beedie to earn a minimum of 12 months of interest on each advance made) and the default interest rate (14.0 per cent per annum) remain the same;
5. Existing security arrangements will be updated to reflect security to be provided by Nova and its subsidiaries for the Metalla convertible loan, along with updated security arrangements at Metalla to reflect developments in our business.

In addition to the closing of the transaction, the effectiveness of the CLA and the initial drawdown are subject to, among other things, final acceptance by the TSX Venture Exchange and approval by the NYSE American LLC, completion of the equity investment and other customary closing conditions.

Nova convertible loan

Concurrent with the closing of the transaction, Metalla will draw down on the Metalla convertible loan and pay out and discharge all obligations under the Nova convertible loan and the facility will be terminated.

About Metalla Royalty and Streaming Ltd.

Metalla provides shareholders with leveraged precious metal and strategic metal exposure through its royalties and streaming portfolio. Metalla's goal is to increase share value by accumulating a diversified portfolio of royalties and streams offering attractive returns. Metalla's strong foundation of current and future cash-generating asset base and experienced team provide Metalla the path to become one of the leading royalty companies.

We seek Safe Harbor.