The Board of Directors of Nova recommends
that Shareholders vote IN FAVOUR of the Arrangement
Resolution
Shareholders are encouraged to vote in
advance of the Special Meeting on November
27, 2023
TSXV: NOVR
OTCQB: NOVRF
VANCOUVER, BC, Nov. 2, 2023
/CNW/ - Nova Royalty Corp. ("Nova" or the
"Company") (TSXV: NOVR) (OTCQB: NOVRF) announced today
the mailing of the management information circular (the
"Circular") for the special meeting (the "Meeting")
of the common shareholders of Nova (the "Shareholders"), to
be held at the offices of DLA Piper (Canada) LLP located at 1133 Melville Street,
Suite 2700, Vancouver, British
Columbia on November 27, 2023
at 10:00 a.m. (Vancouver Time) in
accordance with an interim order of the Supreme Court of
British Columbia (the
"Court") obtained on October 24,
2023. The Circular and related materials have also been
filed under Nova's profile on SEDAR+
at www.sedarplus.ca and on Nova's website at
www.novaroyalty.com.
As previously announced, on September 7,
2023, Nova entered into an arrangement agreement (the
"Arrangement Agreement") with Metalla Royalty &
Streaming Ltd. ("Metalla"), pursuant to which, subject to
approval of the Shareholders and the terms and conditions of the
Arrangement Agreement, Metalla will acquire all of the issued and
outstanding common shares of Nova (the "Nova Shares") by way
of a court-approved plan of arrangement (the
"Arrangement"). Pursuant to the Arrangement, Metalla will
acquire all of the issued and outstanding Nova Shares for
consideration equal to 0.360 of a common share of Metalla (each
whole share, a "Metalla Share") for each Nova Share held immediately prior to the
Arrangement (other than with respect to Shareholders exercising
dissent rights).
The Meeting has been called for Shareholders to vote on a
special resolution (the "Arrangement Resolution") approving
the Arrangement. The Arrangement Resolution requires approval of
(i) at least 66⅔% of the votes cast by the Shareholders; and (ii) a
simple majority of the votes cast by disinterested Shareholders, as
required pursuant to Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions, as
further described in the Circular.
In addition to the receipt of the requisite approval of the
Shareholders, the completion of the Arrangement is subject to
receipt of final approvals of the Court, TSX Venture Exchange and
NYSE American, as well as the satisfaction or waiver of the other
customary conditions to completion of the Arrangement. If all
necessary approvals are obtained and the conditions to the
Arrangement are met or waived, it is currently anticipated that the
Arrangement will be completed in the final quarter of 2023.
The Arrangement was unanimously recommended to Nova's Board of
Directors (the "Board") by the special committee comprised
solely of independent directors of Nova (the "Special
Committee"). The Board (excluding certain conflicted directors)
has unanimously recommended that Shareholders vote FOR the
Arrangement Resolution at the Meeting. The Board and the Special
Committee have determined that the Arrangement and entry into the
Arrangement Agreement is in the best interests of Nova and that
the Arrangement is fair, from a financial point of view, to
Shareholders.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU
OWN
Shareholders are encouraged to read the Circular in its entirety
and vote their Nova Shares as soon as possible, in accordance with
the instructions accompanying the form of proxy or voting
instruction form mailed to Shareholders together with the
Circular.
The deadline for voting Nova Shares is at 10:00 a.m. (Vancouver Time) on November 23, 2023.
The Circular includes full details on the Arrangement and
related matters, including the background to the Arrangement,
voting procedures, benefits of the Arrangements, risk factors, the
recommendations of the Board and the Special Committee, and the
various factors considered by the Board and the Special Committee
in making their respective recommendations.
Shareholder Questions and Voting Assistance
The Company has retained Laurel Hill Advisory Group to act as
strategic shareholder advisor and proxy solicitation agent, and
Laurel Hill Advisory Group is available to answer information
requests from Shareholders with regard to shareholder approval of
the Arrangement and related matters. Communications with Laurel
Hill Advisory Group may be made by telephone at 1-877-452-7184
(North America Toll-free) or 416-304-0211 (Outside North America),
or by email at assistance@laurelhill.com.
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: (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: statements with respect to the
Arrangement, including the expected timing of closing and various
steps to be completed in connection with the Arrangement; receipt
of Shareholder approval in respect of the Special Resolution;
Court, stock exchange and other regulatory approvals and conditions
provided in the Arrangement Agreement; 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.