TSXV: NOVR
OTCQB: NOVRF
VANCOUVER, BC, Oct. 19,
2023 /CNW/ - Nova Royalty Corp. ("Nova"
or the "Company") (TSXV: NOVR) (OTCQB: NOVRF) is pleased to
announce that in connection with the previously announced
acquisition of Nova by Metalla Royalty & Streaming Ltd.
("Metalla") pursuant to a plan of arrangement (the
"Transaction"), Metalla has signed an amended and restated
convertible loan facility agreement (the "CLA") with Beedie
Investments Ltd. ("Beedie"), to be effective on the closing
of the Transaction (the "Closing Date").
BEEDIE CAPITAL
Further to the announcement on September
8, 2023, as part of the strategic partnership with Beedie,
Metalla and Beedie have entered into the CLA, to be effective on
the Closing Date, pursuant to which the parties have agreed, among
other things, as follows:
- to increase the principal amount of the existing convertible
loan agreement Beedie has with Metalla (the "Metalla Convertible
Loan") from C$25 million to
C$50 million;
- Metalla to drawdown the following amounts (the "Initial
Drawdown"):
- C$16.4 million (convertible at a
conversion price of C$6.00 per common
share of Metalla (each, a "Metalla Share")), to refinance
the principal outstanding under the Metalla Convertible Loan, and
the principal outstanding under the convertible loan agreement
Beedie has with Nova (the "Nova Convertible Loan");
- an amount equal to the aggregate interest and fees outstanding
under the Nova Convertible Loan and the existing Metalla
Convertible Loan (with interest to be convertible at the market
price of a Metalla Share on the TSX Venture Exchange (the
"TSXV") as of the Closing Date, and with the unpaid fees
being non-convertible); and
- an amount equal to the amendment fee of
approximately C$0.1 million, plus certain expenses of
Beedie.
- interest on the principal will accrue at a rate of 10% per
annum for 18 months following the Closing Date;
- standby fee (1.5% per annum), commitment fee (1% on any
subsequent advance (not on Initial Drawdown)), make whole fee
(entitling Beedie to earn a minimum of 12 months interest on each
advance) and default interest rate (14% per annum) remain the same;
and
- existing security arrangements will be updated to reflect
security to be provided by Nova and its subsidiaries and to reflect
developments in Metalla's business.
Concurrent with the closing of the Transaction, it is
anticipated that Metalla will draw down the Initial Drawdown under
the CLA and pay out and discharge all obligations under the Nova
Convertible Loan and the Nova Convertible Loan will be
terminated.
The effectiveness of the CLA and the Initial Drawdown are
subject to, among other things, completion of the Transaction,
final acceptance by the TSXV and approval by the NYSE American
LLC, closing of the previously announced subscription agreement
transaction, and other customary closing conditions.
ABOUT NOVA
Nova Royalty is focused on
providing investors with royalty exposure to the key building
blocks of clean energy – copper and nickel. The Company 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.,
(signed) "Hashim Ahmed"
Interim Chief Executive Officer
Phone: (647) 970-4113
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: effectiveness of the CLA and the
Initial Drawdown at the closing of the Transaction, including the
satisfaction of the conditions to effectiveness and the termination
of the Nova Convertible Loan; and the completion of the
Transaction. 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 CLA and the Initial Drawdown not being effective on closing of
the Transaction or the Nova Convertible Loan not being terminated;
all conditions to completion of the Transaction not being satisfied
or waived and the Transaction 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.