Metalla Royalty to acquire Nova, values company at C$1.90 per share

Metalla Royalty & Streaming and Nova Royalty announce that they have entered into an arrangement agreement dated September 7, 2023 whereby Metalla will acquire all of the issued and outstanding common shares of Nova pursuant to a plan of arrangement. Concurrent with the transaction, Metalla and Beedie Capital Announce Strategic Partnership with C$65 Million Committed. The Transaction combines complementary portfolios resulting in: Enhanced Scale and Superior Growth; Strategic Positioning and Improved Capital Markets Profile; Attractive Jurisdictional Risk Profile and Asset Quality; Strengthened Balance Sheet and Access to Capital; Immediate Cash Flow from Aranzazu; Superior Inflation Protection; Tangible Pre-Tax Synergies; and Potential for Enhanced Liquidity. This combination is expected to be accretive on a NAV-per-share basis and represents a continuation of each company’s strategic focus. Terms of transaction: 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, representing consideration of C$1.90 per Nova Share, based on the closing price of Metalla Shares on September 7, 2023, of C$5.29. The exchange ratio implies a premium of 25% based on the closing share prices of Nova on September 7, 2023, and a premium of 32% based on the closing price of Nova on May 16, 2023, the day prior to the date that Nova announced it had retained PI Financial to explore options to maximize shareholder value. The purchase price implies a total equity value of C$190 million on a fully-diluted basis. 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. Metalla currently has 52.8 million Metalla Shares issued and outstanding, and upon completion of the Transaction is expected to have approximately 86.7 million Metalla Shares issued and outstanding without giving effect to the Equity Investment. Shareholder Approval: The Transaction is subject to the approval at a special meeting of Nova shareholders. Other Conditions to Completion of the Transaction and Related Matters: Completion of the Transaction is also subject to 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, and other customary conditions. No shareholder approval is required for Metalla. The Transaction is expected to close in late 2023. In connection with and subject to closing the Transaction, it is expected that the Nova Shares will be delisted from the TSXV, and that Nova will cease to be a reporting issuer under Canadian securities laws. Concurrent with closing the Transaction, Beedie Capital has agreed to: subscribe for C$15M in an equity placement of Metalla; amend and increase the existing convertible loan agreement with Metalla; and terminate its convertible loan agreement with Nova.