Metalla Royalty & Streaming Ltd. (TSXV:MTA) entered into an agreement to acquire Nova Royalty Corp. (TSXV:NOVR) from Beedie Capital and others for approximately CAD 180 million on September 7, 2023. Pursuant to the transaction, Nova shareholders will receive 0.36 of a common share in the capital of Metalla per each common share in the capital of Nova held. Upon completion of the Transaction, existing Metalla and Nova shareholders would own approximately 60% and 40% of the combined company, respectively, on a fully-diluted basis. Nova will be required to pay $7.5 million (CAD 10.25 million) termination fee to Metalla under certain customary circumstances.

The transaction is subject to the approval of Nova shareholders, certain approvals of the British Columbia Supreme Court, the TSXV, and of the NYSE American, the receipt of all other necessary regulatory and third party approvals, Consideration Shares and the Metalla Shares have been approved for listing, Dissent Rights shall not have been exercised with respect to more than 5% of the issued and outstanding Nova Shares and other customary conditions. No shareholder approval is required for Metalla. The agreement has been unanimously approved by the independent members of the boards of Directors of Metalla and Nova. The transaction is expected to close in late 2023. As of October 25, 2023, Nova Royalty has obtained an interim order of the Supreme Court of British Columbia in connection with the proposed arrangement to be implemented under a statutory plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia). The Interim Order provides for the holding of a special meeting (the "Special Meeting") of the holders (collectively, the "Shareholders") of common shares of Nova (the "Nova Shares") to consider and vote on a special resolution approving the Arrangement (the "Special Resolution"). The application for the final order of the Court (the "Final Order") approving the Arrangement is currently expected to take place on or about November 29, 2023. As of November 27, 2023, Nova Shares were voted in favour of the arrangement. The transaction has received approvals of the British Columbia Supreme Court on November 29, 2023. As of November 29, 2023, all substantive conditions of closing have now been received. As of November 27, 2023, closing of the arrangement is expected to occur on or about December 1, 2023.

Trinity Advisors is acting as financial advisor to the Metalla Board and the Special Committee, and BMO Capital Markets is acting as capital markets advisor to Metalla in connection with the Transaction. Osler, Hoskin & Harcourt LLP is acting as legal advisor to the Metalla Special Committee. PI Financial Corp. acted as financial advisor and fairness opinion provider to the Nova Board and the Nova Special Committee. Haywood Securities Inc. provided a fairness opinion to the Nova Special Committee. Blake, Cassels & Graydon LLP is acting as legal advisor to the Nova Special Committee and Denis Silva and included Rob Fonn, Sydney A. Kert, Jennifer Poirier, Doug Shields, Michael Richards, Campbell Fitch, Geneviève Lille of DLA Piper (Canada) LLP acted as counsels to Nova and as transaction counsel generally. Christopher Doerksen, Fisher, Kendall , John Hollinrake of Dorsey & Whitney LLP and DLA Piper LLP (US) are acting as United States legal counsel to Metalla and Nova, respectively. Trinity Advisors Corporation acted as fairness opinion provider to Metalla Special Committee. Laurel Hill Advisors acted as information agent to Nova Royalty Corp. in the transaction.

Metalla Royalty & Streaming Ltd. (TSXV:MTA) completed the acquisition of Nova Royalty Corp. (TSXV:NOVR) from Beedie Capital and others on December 1, 2023. It is anticipated that the Nova Shares will be de-listed from the TSX Venture Exchange (the "TSX-V") as of the close of trading on or about December 5, 2023 and Nova will apply to the Canadian securities regulators for it to cease to be a reporting issuer