Nova Royalty Corp.: Nova Announces Shareholder Approval Of Arrangement With Metalla

TSXV: NOVR
OTCQB: NOVRF

VANCOUVER, BC, Nov. 27, 2023 /CNW/ - Nova Royalty Corp. ("Nova" or the "Company") (TSXV: NOVR) (OTCQB: NOVRF) is pleased to announce that, at its special meeting (the "Meeting") of the holders (the "Nova Shareholders") of common shares of Nova ("Nova Shares"), Nova Shareholders approved a special resolution (the "Arrangement Resolution") authorizing and approving the previously announced arrangement (the "Arrangement") under section 288 of the Business Corporations Act ( British Columbia ) with Metalla Royalty & Streaming Ltd. ("Metalla") (NYSE American: MTA)(TSXV: MTA), pursuant to which, among other things, Metalla will acquire all of the issued and outstanding Nova Shares for consideration consisting of 0.36 of a Metalla common share in exchange for each Nova Share held.

The Arrangement resolution required approval from at least 66 2/3% of the votes cast by Nova Shareholders present at the Meeting or represented by proxy and entitled to vote at the Meeting. The Arrangement also required a simple majority of the votes cast by Nova Shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

Voting Results

Of the votes cast at the Meeting with respect to the Arrangement, an aggregate 49,590,253 Nova Shares were voted in favour of the Arrangement, representing 99.51% of the votes cast.

Of the votes cast excluding certain persons as required by MI 61-101, an aggregate 33,221,686 Nova Shares were voted in favour of the Arrangement, representing 99.26% of the votes cast.

Nova intends to seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on November 29, 2023 . Assuming the timely receipt of all necessary court, third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur on or about December 1, 2023 .

Further information about the Arrangement is available in Nova's management information circular (the "Circular") dated October 25, 2023 and related proxy materials, which are available on SEDAR+ under Nova's issuer profile and on Nova's website at www.novaroyalty.com/investors/special-meeting/2023.

About Nova Royalty Corp.

Nova Royalty Corp. 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 1st-tier 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. Nova is headquartered in Vancouver, British Columbia and is listed on the TSX Venture Exchange under the trading symbol "NOVR" and on the US OTCQB under the trading symbol "NOVRF"

On Behalf of Nova Royalty Corp.,

Hashim Ahmed
Interim CEO
Phone: [phone]

Website: www.novaroyalty.com

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively referred to herein as "forward-looking statements"). The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements in this press release include: expectations regarding the timing for obtaining the final order; statements with respect to the Arrangement; receipt of stock exchange and other regulatory approvals and satisfaction or waiver of conditions in respect of the Arrangement; the anticipated timing of the closing of the Arrangement; and other statements that are not historical facts. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Nova to control or predict, that may cause Nova's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the Company not obtaining the final order, or Shareholder or stock exchange approvals; all conditions to completion of the Arrangement not being satisfied or waived and the Arrangement not being completed as anticipated; and the risk factors set out under the heading "Risk Factors" in the Company's annual information form dated March 23, 2023 and other filings available for review on the Company's profile at www.sedarplus.ca. Such forward-looking statements represent management's best judgment based on information currently available. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

SOURCE Nova Royalty Corp.

For further information: Greg DiTomaso, Vice President, Investor Relations, Phone: [phone], Email: [email protected]