Mr. Brett Heath reports

METALLA REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2023 AND PROVIDES ASSET UPDATES

Metalla Royalty & Streaming Ltd. has released its operating and financial results for the three and nine months ended Sept. 30, 2023. For complete details of the condensed interim consolidated financial statements, and accompanying management's discussion and analysis for the three and nine months ended Sept. 30, 2023, please see the company's filings on SEDAR+ or EDGAR.

All dollar amounts are in thousands of United States dollars unless otherwise indicated, except for shares, per ounce and per share amounts.

Brett Heath, president and chief executive officer of Metalla, commented: "In the third quarter of 2023, we announced the largest transaction in the company's history, to merge with Nova Royalty, creating one of the most robust growth portfolios in the royalty sector. Financially, we saw strong production, led by El Realito, and expect to meet or exceed the upper range of guidance for the year. The merger is expected to close in the fourth quarter of 2023, and we look forward to building the combined company into an intermediate royalty company that will deliver long-term value for our shareholders."

Financial highlights

During the nine months ended Sept. 30, 2023, and the subsequent period up to the date of this news release, the company:

• Announced that it entered into an arrangement agreement dated Sept. 7, 2023, whereby the company would acquire all of the issued and outstanding shares of Nova Royalty Corp., pursuant to a plan of arrangement. Pursuant to the Nova transaction, Nova shareholders will receive 0.36 of a Metalla common share per common share of Nova (for additional details, see Nova Royalty acquisition below).
• On Sept. 8, 2023, announced a strategic partnership with Beedie Capital, whereby, concurrent with closing of the Nova transaction, Beedie has agreed to: (i) subscribe for an equity placement into Metalla for $15-million (Canadian) at $5.29 (Canadian) per unit; (ii) amend the convertible loan facility between Metalla and Beedie to increase the principal amount from $25-million (Canadian) to $50-million (Canadian); (iii) amend the conversion price of the $4.2-million (Canadian) outstanding under the Beedie loan facility to $6 (Canadian) per share; and (iv) drawdown from the Beedie loan facility, at closing of the Nova transaction, an amount equal to the principal, unpaid interest and fees outstanding under the convertible loan agreement with Nova, to refinance and retire the Nova loan facility (for additional details, see Nova Royalty acquisition below).
• Acquired one stream and five 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-per-cent to 3.75-per-cent sliding scale gross proceeds (GP) royalty over gold, together with a 0.25-per-cent to 3-per-cent net smelter return (NSR) royalty on all non-gold and silver metals on the majority of Barrick Gold Corp.'s world-class Lama project in Argentina, from an arm's-length seller, for aggregate consideration of $7.5-million. The transaction closed on March 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 two-million-ounce (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. for $5-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 New York Stock Exchange (NYSE) prior to the announcement of the transaction. The transaction closed on Feb. 23, 2023, at which time the company issued 939,355 common shares to Alamos. The stream and royalties acquired in this transaction include:
    • A 20-per-cent silver stream over the Esperanza project located in Morales, Mexico, owned by Zacatecas Silver Corp.;
    • A 1.4-per-cent NSR royalty on the Fenn Gibb South project located in Timmins, Ont., owned by Mayfair Gold Corp.;
    • A 2-per-cent NSR royalty on the Ronda project located in Shining Tree, Ont., owned by Platinex Inc.;
    • A 2-per-cent NSR royalty on the Northshore West property located in Thunder Bay, Ont., owned by New Path Resources Inc.
• Sold the JR mineral claims that make up the Pine Valley property, which is part of the Cortez complex in Nevada, to Nevada Gold Mines LLC (NGM), an entity formed by Barrick and Newmont Corp., for $5-million in cash. The company will retain a 3-per-cent NSR royalty on the property. Additionally, sold the Conmee mineral claims that make up the Tower Mountain property to Thunder Gold Corp. for four million common shares of Thunder Gold, valued at $100,000 upon closing. The company will retain a 2-per-cent NSR royalty on the property.
• Paid a special dividend payment in the amount of three Canadian cents per share on Sept. 15, 2023, with a record date of Aug. 1, 2023.
• For the three months ended Sept. 30, 2023, received or accrued payments on 1,095 attributable gold equivalent ounces (GEO) at an average realized price of $1,901 and an average cash cost of $5 per attributable GEO. For the nine months ended Sept. 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.
• For the three months ended Sept. 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 (earnings before interest, taxes, depreciation and amortization) of $500,000. For the nine months ended Sept. 30, 2023, recognized revenue from royalty and stream interests, including fixed royalty payments, of $3.3-million, net loss of $4-million and adjusted EBITDA of $900,000.
• For the three months ended Sept. 30, 2023, generated operating cash margin of $1,896 per attributable GEO and for the nine months ended Sept. 30, 2023, generated operating cash margin of $1,887 per attributable GEO from the Wharf, El Realito, La Encantada, the New Luika gold mine (NLGM) stream held by Silverback Ltd., the Higginsville derivative royalty asset and other royalty interests.
• For the three months ended Sept. 30, 2023, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $700,000 and, for the nine months ended Sept. 30, 2023, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $2.1-million.
• On May 27, 2022, the company announced that it entered into a new equity distribution agreement with a syndicate of agents to establish an ATM (at-the-market) equity program, under which the company may distribute up to $50-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 ended Sept. 30, 2023.
• On May 19, 2023, the company closed a second supplemental loan agreement to amend its loan facility by:
  • Extending the maturity date to May 9, 2027;
  • increasing the loan facility by $5-million (Canadian) from $20-million (Canadian) to $25-million (Canadian), of which $21-million (Canadian) will be undrawn after giving effect to the $4-million (Canadian) conversion described below;
  • Increasing the interest rate from 8 per cent to 10 per cent per annum;
  • Amending the conversion price of the fourth drawdown from $11.16 (Canadian) per share to $8.67 (Canadian) per share, being a 30-per-cent 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 $4-million (Canadian) of the third drawdown from $14.30 (Canadian) per share to $7.33 (Canadian) per share, being the five-day VWAP of the company shares measured at market close on the day prior to announcement of the amendment, and converting the $4-million (Canadian) into shares at the new conversion price. Upon closing, the company issued Beedie 545,702 common shares for the conversion of the $4-million (Canadian);
  • Amending the conversion price of the remaining $1-million (Canadian) of the third drawdown from $14.30 (Canadian) per share to $8.67 (Canadian) per share, being the 30-day VWAP of the company shares measured at market close on the day prior to announcement of the amendment;
  • All other terms of the loan facility remain unchanged.

Nova Royalty acquisition

On Sept. 7, 2023, the company entered into an arrangement agreement, pursuant to which the company agreed, subject to certain terms and conditions, to acquire all of the issued and outstanding common shares of Nova. Pursuant to the arrangement agreement, Nova shareholders will receive 0.36 of a Metalla common share for each Nova common share held prior to the Nova transaction (other than with respect to holders of Nova common shares exercising dissent rights). In accordance with the arrangement agreement, each Nova restricted share unit will vest into a Nova common share at the close of the Nova transaction and will be exchanged for 0.36 of a Metalla common share, and each Nova stock option will be replaced with a fully vested replacement option. All replacement options will be adjusted as per the terms of the arrangement agreement and be exercisable into Metalla common shares.

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 per cent and 39.59 per cent 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 Nov. 27, 2023. Additionally, the Nova transaction is also subject to certain approvals of the British Columbia Supreme Court, the TSX Venture Exchange, the NYSE, the receipt of all necessary regulatory and third party approvals, and other customary conditions.

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-per-cent NSR royalty on Taca Taca, operated by First Quantum Minerals Ltd.;
• 0.315-per-cent NSR royalty on the Copper World complex, operated by Hudbay Minerals Inc.;
• 1-per-cent NSR royalty on Aranzazu, operated by Aura Minerals Inc.;
• 0.08-per-cent NPI royalty on Josemaria, operated by Lundin Mining Corp.;
• 0.98-per-cent NSR royalty on open-pit operations and 0.49-per-cent NSR royalty on underground operations on Vizcachitas, operated by Los Andes Copper Ltd.;
• 0.25-per-cent NSR royalty on Tatogga, operated by Newmont Corp.;
• 2-per-cent NSR royalty on NuevaUnion, operated as a 50/50 joint venture between Teck Resources Ltd. and Newmont; and
• 1-per-cent NPR royalty on West Wall, operated as a 50/50 joint venture between Anglo American PLC and Glencore PLC.

Beedie capital strategic partnership

Beedie has agreed, concurrent with closing of the Nova transaction, to:

• Subscribe to $15-million (Canadian) in an equity placement into Metalla;
• Amend and increase the existing Beedie loan facility;
• Repay and terminate the Nova loan facility.

Equity placement

Beedie entered into a subscription agreement to complete a $15-million (Canadian) equity placement in Metalla, pursuant to which it agreed, subject to certain conditions, to subscribe for 2.8 million subscription receipts of Metalla, at a price of $5.29 (Canadian) per subscription receipt, which was the closing price of the Metalla common shares on the TSX-Venture Exchange on Sept. 7, 2023, the day prior to the announcement of the Nova transaction. Beedie completed financing of the equity placement into escrow on Oct. 23, 2023. Upon closing of the Nova transaction, and subject to certain customary conversion conditions for a transaction of this nature, each subscription receipt will convert into one Metalla common share, without payment of additional consideration or further action, and the subscription funds will be released to the company from escrow. The company expects that the proceeds of the equity placement will be used for the future acquisition of royalties and streams, and general and administrative expenses.

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 July 28, 2020, between Metalla and Beedie. The A&R loan facility will be effective as of the closing of the Nova transaction, provided that certain conditions have been satisfied. Pursuant to the A&R loan facility, the parties agreed to:

• Increase the maximum aggregate principal amount of the loan from $25-million (Canadian) to $50-million (Canadian);
• Draw down $4.2-million (Canadian) from the A&R loan facility with a conversion price of $6 (Canadian) per share to refinance the principal amount due under the Beedie loan facility;
• Draw down $12.2-million (Canadian) from the A&R loan facility with a conversion price of $6 (Canadian) per share to refinance the principal amount due under the Nova loan facility;
• Draw down 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 Sept. 30, 2023, the accrued and unpaid interest due under the Nova loan facility was $1.8-million (Canadian);
• Draw down 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 Sept. 30, 2023, the accrued and unpaid fees due under the Nova loan facility were $700,000 (Canadian);
• Establish, for an 18-month period, paid-in-kind interest of a cash 10 per cent per annum, compounded monthly, to the principal effective at closing of the Nova transaction, and thereafter reverting to interest payment of 10 per cent on a monthly basis;
• Payment of an amendment fee of $100,000 (Canadian), and any outstanding costs and expenses payable by Metalla;
• 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.

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.

Qualified person

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, geologist MSc, member of the Association of Professional Geoscientists of Ontario and of the Ordre des Geologues du Quebec, and a director of Metalla. Mr. Beaudry is a qualified person as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

About Metalla Royalty and Streaming Ltd.

Metalla is a precious metal royalty and streaming company. Metalla provides shareholders with leveraged precious metal exposure through a diversified and growing portfolio of royalties and streams. Its 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 commodity cycle.

We seek Safe Harbor.