MATERIAL CHANGE REPORT
51-102F3
Item 1 Name and Address of Company
Metalla Royalty & Streaming Ltd. (the “Company” or “Metalla”)
Suite 501, 543 Granville Street
Vancouver, British Columbia V6C 1X8
Item 2 Date of Material Change
November 4, 2020
Item 3 News Release
A news release dated November 4, 2020 was disseminated and filed on SEDAR with applicable securities commissions.
Item 4 Summary of Material Change
On November 4, 2020, the Company announced that it has entered into share purchase agreements with two privately held Utah corporations, Genesis Gold Corporation (“Genesis”) and Geological Services Inc. (“Geological”).
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
On November 4, 2020, the Company announced that it has entered into share purchase agreements with Genesis and Geological, whereby a wholly-owned subsidiary of Metalla will acquire 100% of the issued and outstanding shares of Genesis & Geological for an aggregate of $4.125 million in cash and common shares of Metalla (the “Transactions”). Genesis and Geological hold a portfolio of royalties in Nevada and Utah as described below. The aggregate consideration payable by Metalla for the shares of Genesis and Geological will be satisfied by Metalla issuing $3.125 million in common shares based on the ten-day volume-weighted average price of shares traded on the TSX Venture Stock Exchange at a price of approximately C$10.22 (representing an aggregate of 401,875 common shares of Metalla) to be issued as milestone payment on January 4, 2021, and $1.0 million in cash at closing. The transaction is subject to customary closing conditions and exchange approvals and is expected to close in November 2020.
On completion of the Transactions, Metalla will hold the following royalty interests:
Asset | Counterparty | Location | Royalty Terms |
| | | 3.0% NSR, 1.5% buydown for |
Pine Valley | Nevada Gold Mines | Eureka County, Nevada | $1.5M and with $100,000 in annual |
| | | advance royalty payments |
Big Springs & | Anova Metals (ASX: AWV) | Elko County, Nevada | 2.0% NSR (1% NSR on |
Golden Dome | | | encumbered Golden Dome |
| | | claims), CAD$80,000 annual |
| | | advance royalty payments |
Green Springs | Contact Gold (TSXV: C) | Eureka County, Nevada | 2.0% NSR royalty (1% NSR royalty |
| | | on encumbered claims) on claims |
| | | acquired in 2 Mile area of interest |
Carlin East | Ridgeline Minerals (TSXV: | Eureka/Elko County, | 0.5% NSR, with escalating annual |
| RDG) | Nevada | advance royalty payments $30,000 |
| | | in 2021, $100,000 from 2025+ |
Caldera | Discovery Harbour Resources | Nye County, Nevada | 1.0% NSR, with annual payments |
| (TSXV: DHR) | | of $62,500 in 2021, $75,000 from |
| | | 2023+ |
Jersey Valley | Abacus Mining & Exploration | Pershing County, | 2.0% NSR < $1,600 Au, 3.0% NSR |
| Corp | Nevada | > $1600 Au, with escalating annual |
| (TSXV: AME) | | advance royalty payments. |
| | | $35,000 in 2021, $50,000 in 2022, |
| | | $100,000 in 2023, and $150,000 |
| | | from 2024+ |
Island Mountain | Tuvera Exploration | Elko County, Nevada | 2.0% NSR (1% NSR on |
| | | encumbered claims), with |
| | | CAD$20,000 annual advance |
| | | royalty payments |
Kings Canyon | Pine Cliff Energy (TSX: PNE) | Millard County, Utah | 2.0% NSR on unencumbered |
| | | ground (1.0% NSR on encumbered |
| | | ground), and 2.0% NSR on any |
| | | claims staked within 2 miles of the |
| | | property boundary and 1.0% NSR |
| | | on any claims staked between 2 to |
| | | 3 miles of the property boundary. |
Hot Pot/Kelly | Nevada Exploration/Austin Gold | Humboldt County, | 1.5% NSR, 0.75% buydown for |
Creek | Corp (TSXV: NGE) | Nevada | $750k and with escalating annual |
| | | advance royalty payments $20k in |
| | | 2021, $50,000 from 2022+ |
Golden Brew | Highway 50 Gold (TSXV: HWY) | Lander County, Nevada | 0.5% NSR Royalty |
5.2 Disclosure for Restructuring Transactions
Not applicable
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable
Item 7 Omitted Information
Not applicable
Item 8 Executive Officer
Brett Heath, President & CEO
Phone: 604-696-0741
Email: info@metallaroyalty.com
Item 9 Date of Report
November 5, 2020
