An anonymous director of Metalla reports

METALLA AND NOVA ANNOUNCE COMPLETION OF ARRANGEMENT

Metalla Royalty and Streaming Ltd. and Nova Royalty Corp. have completed the arrangement initially announced on Sept. 8, 2023, pursuant to which Metalla acquired all of the issued and outstanding common shares of Nova by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), positioning the combined company as a leading emerging intermediate royalty company. (All dollar amounts are in thousands of U.S. dollars unless otherwise indicated, except for per-share amounts.)

Under the terms of the arrangement, each former shareholder of Nova received 0.36 of a common share of Metalla for each Nova share held immediately prior to the completion of the arrangement. It is anticipated that the Nova shares will be delisted from the TSX Venture Exchange as of the close of trading on or about Dec. 5, 2023, and Nova will apply to the Canadian securities regulators for it to cease to be a reporting issuer.

Registered holders of Nova shares are reminded to submit a duly completed letter of transmittal and the share certificate(s) and/or direct registration system advice(s) representing their Nova shares to Computershare Investor Services Inc.), Metalla's depositary, to receive the consideration under the arrangement. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact Computershare at 1-800-564-6253 (toll-free within North America) or by e-mail at corporateactions@computershare.com. Shareholders whose Nova shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee regarding the receipt of the consideration.

Further information about the arrangement is set forth in the materials prepared by Nova in respect of the special meeting of Nova shareholders held on Nov. 27, 2023, which were mailed to Nova shareholders and filed under Nova's profile on SEDAR+.

Nova options

Pursuant to the arrangement, Nova options became immediately vested, and such Nova options have been exchanged for replacement options exercisable for Metalla shares at the same conversion ratio applicable to the Nova shares, and any certificate or option agreement previously evidencing Nova options now evidences (and shall be deemed to evidence) such replacement options. All other terms and conditions of the replacement options, including the term of expiry, conditions to and manner of exercising, are the same as the Nova options for which they were exchanged, except that the term to expiry of any replacement options shall be extended to the 12-month anniversary of the effective date of the arrangement for certain holders (that is, for those who ceased to be an employee, consultant, officer or director of Nova or Metalla, as the case may be), provided that in no case shall the date of expiry of any replacement option extend beyond the date that is 10 years from the date of grant of the original Nova option.

Nova restricted share units

Pursuant to the arrangement, each restricted share unit of Nova that was outstanding immediately prior to completion of the arrangement was deemed to be fully vested and settled in Nova shares, which Nova shares participated in the arrangement. The consideration that a holder of Nova RSUs is entitled to receive under the arrangement may be subject to tax withholdings in accordance with the arrangement.

Subscription receipt conversion

As previously announced, Metalla completed a subscription receipt financing, pursuant to which Beedie Investments Ltd. subscribed for 2,835,539 subscription receipts of Metalla at a price of $5.29 (Canadian) per subscription receipt for aggregate gross proceeds of $15-million (Canadian). As per the terms of the financing, in connection with the completion of the arrangement, each subscription receipt converted into one Metalla share without payment of additional consideration or further action on the part of Beedie Capital for an aggregate total of 2,835,539 Metalla shares. Proceeds from the financing have been released from escrow to Metalla. The proceeds of the financing will be used for the acquisition of royalties and streams, transaction expenses, and general and administrative expenses of the combined company following completion of the arrangement.

The Metalla shares issued upon conversion of the subscription receipts are subject to a hold period ending on the date that is four months plus a day from the date the subscription receipts were issued, being Feb. 21, 2024, and the resale rules of applicable securities legislation.

Convertible loan

As previously announced, Beedie Capital entered into a second amended and restated convertible loan agreement with Metalla dated Oct. 19, 2023, pursuant to which the parties agreed to amend the terms of the existing convertible loan agreement between Beedie Capital and Metalla, which became effective upon completion of the arrangement.

Pursuant to the amended and restated loan agreement, the parties agreed as follows:

1. To increase the loan facility from $25.0-million (Canadian) to $50.0-million (Canadian);
2. To draw down the following amount:
   1. $16.4-million (Canadian) (convertible at a conversion price of $6 (Canadian) per Metalla share), to refinance the $4.2-million (Canadian) principal outstanding under the loan facility as at the time of the closing of the arrangement, and the $12.2-million (Canadian) principal outstanding under Nova's convertible loan facility with Beedie Capital;
   2. $2.7-million (Canadian), being the aggregate interest and fees outstanding under the Nova convertible loan and the loan facility as at the time of the closing of the arrangement, with the interest convertible as of the date of conversion and unpaid fees shall not be convertible;
   3. An amendment fee of approximately $100,000 (Canadian) payable to Beedie Capital;
   4. Certain expenses of Beedie Capital;
3. Interest on the principal will accrue at a rate of 10.0 per cent per annum;
4. For an 18-month period from the close of the arrangement, accrued interest will be capitalized and added to the principal amount, and thereafter, at Metalla's election, 2.0 per cent per annum of the interest accruing on the principal will be capitalized and added to the principal amount;
5. 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 Capital 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;
6. Existing security arrangements have been updated to reflect security to be provided by Nova and its subsidiary for the loan facility, along with updated security arrangements at Metalla to reflect developments in the business.

Concurrent with closing of the arrangement, Metalla drew down on the loan facility and paid out and discharged all obligations under the Nova convertible loan, and such facility has been terminated.

Any Metalla shares issued upon conversion of the initial drawdown will be subject to a hold period ending on the date that is four months and one day after the date the amended and restated loan agreement was entered into, being Feb. 20, 2024, and the resale rules of applicable securities legislation.

Advisers and counsel

Trinity Advisors Corp. acted as financial adviser to Metalla's board of directors and its special committee, and BMO Capital Markets acted as capital market adviser to Metalla in connection with the arrangement. Osler, Hoskin & Harcourt LLP acted as legal adviser to the special committee of Metalla's board of directors.

PI Financial Corp. acted as financial adviser to Nova's board of directors and its special committee. Blake, Cassels & Graydon LLP acted as legal adviser to the special committee of Nova's board of directors, and DLA Piper (Canada) LLP acted as counsel to Nova and as transaction counsel generally. Haywood Securities provided the second fairness opinion to the Nova special committee.

Dorsey & Whitney LLP and DLA Piper LLP (United States) acted as U.S. legal counsel to Metalla and Nova, respectively.

About Metalla Royalty and Streaming Ltd.

Metalla provides shareholders with leveraged precious 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 a current and future cash-generating asset base and an experienced team provides Metalla the path to become one of the leading royalty companies.

About Nova Royalty Corp

Nova is a copper- and nickel-focused royalty company. Nova has assembled a portfolio of royalties on a significant proportion of the next generation of major copper projects located in Tier 1 jurisdictions, providing investors exposure to some of the most critical resource assets for the clean energy transition. These projects are being advanced by the world's premier mining companies, which include First Quantum, Lundin Mining, Newmont, Hudbay, Anglo American and Glencore, among others.

We seek Safe Harbor.