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: (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: 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.
