BUILDING THE NEXT HIGH-QUALITY INTERMEDIATE

ROYALTY COMPANY

NYSE & TSXV:MTA

www.metallaroyalty.com

Cautionary Note Regarding Forward-Looking Information and Statements:

This presentation does not constitute an offer to sell or a solicitation of an offer to purchase any security in any jurisdiction.

This presentation contains "forward-looking information" within the meaning of applicable Canadian securities laws and "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, respectively (collectively referred to herein as "forward looking information"). The forward-looking information is provided as of the date of this presentation only and Metalla and Nova do not intend to and do not assume any obligation to update or revise such forward-looking information except as required by applicable law. All information included herein that addresses events or developments that Metalla and Nova expect to occur in the future is forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "is expected", "budget", "scheduled", "estimates", "outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or terminology which states that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". Forward-looking information in this presentation includes: expected timing and completion of the proposed Transaction; achieving and satisfying the shareholder and other approvals necessary to complete the proposed Transaction; the strengths, characteristics and expected benefits and synergies of the proposed Transaction; and the companies' assessments of, and expectations for, future periods (including, but not limited to, the long-term production outlook for GEOs (as defined below)). In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances, including information in this presentation regarding the Transaction and the anticipated benefits therefrom, contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent the companies' expectations, estimates and projections regarding possible future events or circumstances.

The forward-looking information included in this presentation is based on the companies' opinions, estimates and assumptions in light of their experience and perception of historical trends, current conditions and expected future developments, their assumptions regarding the Transaction (including, but not limited to, their ability to close the Transaction on the terms contemplated, and to derive the anticipated benefits therefrom), as well as other factors that they currently believe are appropriate and reasonable in the circumstances. The forward-looking information contained in this presentation is also based upon a number of assumptions, including the companies' ability to obtain the required shareholder, court and regulatory approvals in a timely matter, if at all; their ability to satisfy the terms and conditions precedent of the Arrangement Agreement in order to consummate the proposed Transaction; the ongoing operation of the properties in which they hold a stream or royalty interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; and the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production. These assumptions include, but are not limited to, the following: assumptions in respect of current and future market conditions and the execution of the companies' business strategies, that operations, or ramp-up where applicable, at properties in which they hold a royalty, stream or other interest, continue without further interruption through the period, and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Forward-looking information is also subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to, failure to receive the required shareholder, court, regulatory and other approvals necessary to effect the proposed Transaction; the potential for a third party to make a superior proposal to the proposed Transaction; and those set forth under the caption "Risk Factors" in the companies' respective annual information forms and in their most recent management's discussion and analysis. For clarity, mineral resources that are not mineral reserves do not have demonstrated economic viability and inferred resources are considered too geologically speculative for the application of economic considerations.

Although the companies have attempted to identify important risk factors that could cause actual results or future events to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to them or that they presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this presentation represents the companies' expectations as of the date of this presentation and is subject to change after such date. Metalla and Nova each disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements.

U.S. Securities Law Disclaimer:

None of the securities anticipated to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Technical and Third-Party Information

Metalla and Nova do not own, develop or mine the underlying properties on which they hold stream or royalty interests. As a royalty or stream holder, Metalla and Nova have limited, if any, access to properties included in their asset portfolios. As a result, Metalla and Nova are dependent on the owners or operators of the properties and their qualified persons to provide technical or other information to Metalla and Nova and on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Metalla and Nova hold stream, royalty or other similar interests. Metalla and Nova generally have limited or no ability to independently verify such information. Although Metalla and Nova do not believe that such information is inaccurate or incomplete in any material respect, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Metalla and Nova's royalty, stream or other interests. Metalla and Nova's royalty, stream or other interests can cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, resources and production of a property. Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this presentation, including any references to mineral resources or mineral reserves, was prepared in accordance with Canadian NI 43-101, which differs significantly from the requirements of the U.S. Securities and Exchange Commission (the "SEC") applicable to U.S. domestic issuers. Accordingly, any scientific and technical information contained or referenced in this presentation may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. "Inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Any historical results or feasibility models presented herein are not guarantees or expectations of future performance.

Market and Industry Data

Market and industry data presented throughout this presentation were obtained from third-party sources, industry reports and publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf, on the basis of our knowledge of the markets in which we operate, including information provided by other industry participants. These third-party sources include operator Annual Reports, technical reports and financials. Although we believe it to be reliable, neither Metalla nor Nova has independently verified any of the data from third-party sources referred to in this presentation, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and industry data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. While we believe the estimated production, growth, market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise.

Gold Equivalent Ounces ("GEOs"):

GEOs are a non-IFRS measure and are based on stream and royalty interests and are calculated on a quarterly basis by dividing all revenue from such interests for the quarter by the average gold price during such quarter. GEOs are a non-IFRS financial measure that is composed of gold ounces attributable to Metalla, plus an amount calculated by taking the revenue earned by Metalla in the period from payable silver ounces attributable to Metalla divided by the average London fix price of gold for the relevant period, plus an amount calculated by taking the cash received or accrued by the Company in the period from the derivative royalty asset divided by the average London fix gold price for the relevant period. Included in the calculation of GEOs is any cash received from the Higginsville price participation royalty, which is accounted for as a derivative royalty asset, as such any payments received under this royalty are treated as a reduction in the carrying value of the asset on the Company's statement of financial position and not shown as revenue on the Company's statement of profit and loss. For periods longer than one quarter, GEOs are summed for each quarter in the period. Metalla uses this measure internally to evaluate their underlying operating performance across their stream and royalty portfolios for the reporting periods presented and to assist with the planning and forecasting of future operating results. GEOs are intended to provide additional information only and do not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measures are not necessarily indicative of gross profit or operating cash flow as determined under IFRS. Nova and other companies may calculate and use these measures differently.

METALLA ROYALTY & STREAMING | September 2023

2

THE NEW CASE FOR METALLA

Enhanced Scale and Superior Growth Profile

  • Industry leading sustainable cash flow growth with upwards of two decades of Gold Equivalent Ounces ("GEO") production increases in combined portfolio
  • Expected to grow GEO production from 3,000 oz to over 30,000 oz by 2030
  • Several cornerstone assets being advanced by majors with 105 royalties and streams in the pro forma company
  • Portfolio primed forre-rating with '23E - '25E annual revenue growth rate of 142%(1)

High-Quality Assets Backed by Top Operators

  • Nova combination adds significant exposure to large, long- life,high-quality copper projects in the Americas
  • Addition of Nova significantly expands average life of assets
  • Best jurisdictional risk profile as all assets are intier-one jurisdictions(2)and Latin America
  • Majority of the growth in the next five years comes from funded, permitted projects with top tier operators in the mining sector

Clear Path to Become an Intermediate Royalty

A Place For Permanent Capital With Re-Rate

Company

Potential

Clearly positions Metalla as the leading emerging

• Commodity mix of gold, silver, and copper create an ideal

intermediate royalty company

blend of monetary, strategic, and inflation resilient metals to

Enhanced liquidity and capital markets profile

preserve purchasing power and grow value over the long

• Exposure to five of the top ten open pit copper projects in

term

the Americas in the lower end of the cost curve

• Equity investment from Beedie Capital of C$15M and

• Compelling pro-forma profile supports strong re-rate potential

expanded convertible facility of C$50M to fund value

enhancing growth

• US$35M in total liquidity available post closing

  1. FactSet
  2. Tier-oneincludes Canada, U.S., and Australia

METALLA ROYALTY & STREAMING | September 2023

3

TRANSACTION OVERVIEW

Expected Closing in Q4 2023

Transaction Overview

Consideration

Leadership and Governance

Other Terms and Conditions

Timing

  • Metalla and Nova to combine via a plan of arrangement
  • Unanimous approvals of both Metalla and Nova Board and Management
  • Board and Management have entered into voting support agreements representing 17.5% of Nova
  • Beedie Capital representing 10.7% has also entered into voting support agreements with respect to the shares it owns of Nova
  • Nova shareholders to receive 0.360 of a Metalla share, implying a total equity value for Nova of US$139 million on a fully diluted basis
  • Pro forma market capitalization of US$358 million post Beedie equity Financing
  • Metalla shareholders will own 60% and Nova shareholders will own 40% of the pro forma company prior to Beedie equity financing
  • New company to continue as Metalla Royalty & Streaming, headquartered in Vancouver, and trading on the TSX Venture Exchange and NYSE American
  • Existing Metalla directors will continue to serve as directors following completion of the transaction
  • Brett Heath to continue as President and CEO
  • Customarynon-solicitation provisions, right to match
  • Customary termination fee of US$7.5 million payable in certain circumstances
  • Customary shareholder, regulatory and court approvals
  • Shareholder approvals Nova 66 2/3%
  • Shareholder meetings expected in November 2023
  • Regulatory approvals required from applicable authorities
  • Expected closing in Q4 2023

METALLA ROYALTY & STREAMING | September 2023

4

PRO-FORMA CAPITAL MARKETS PROFILE

Pro Forma Capitalization and Balance Sheet

Company

PRO FORMA

METALLA

Current share price

C$

$5.29

$1.52

$5.29

Current share price

US$

$3.87

$1.11

$3.87

FDITM shares outstanding

M

54

98

92 2

Market capitalization

C$M

$284

$149

$489 2

Market capitalization

US$M

$208

$109

$3582

Cash and equivalents

US$M

$12

$0

$23 2

Short-term and long-term debt

US$M

$6

$0

$6

Convertible debt

US$M

$3

$9

$12

Enterprise value

US$M

$204

$116

$350

Pro Forma Ownership (Basic)

Beedie 9.7%

(Nova) New (MTA) 4%13%23%1

Nova

34%Metalla

57%

Source: Company disclosure, Refinitiv

  1. Beedie ownership of Metalla and Nova
  2. Figures reflect Beedie's C$15M equity financing

METALLA ROYALTY & STREAMING | September 2023

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Metalla Royalty and Streaming Ltd. published this content on 08 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2023 12:46:01 UTC.