TSXV: NOVR
OTCQB: NOVRF
VANCOUVER, BC, Nov. 21,
2023 /CNW/ - Nova Royalty
Corp. ("Nova" or the "Company") (TSXV: NOVR)
(OTCQB: NOVRF) is pleased to announce that Institutional
Shareholder Services ("ISS") and Glass Lewis & Co., LLC
("Glass Lewis"), have recommended that common shareholders
of Nova (the "Shareholders") vote FOR the previously
announced transaction whereby Metalla Royalty & Streaming Ltd.
will acquire all of the issued and outstanding common shares of
Nova pursuant to a plan of arrangement (the "Arrangement").
The special meeting (the "Meeting") of Shareholders to
approve the Arrangement is scheduled for November 27,
2023.
ISS and Glass Lewis are leading independent, third-party proxy
advisory firms who provide voting recommendations to pension funds,
investment managers, mutual funds, and other institutional
shareholders.
In making the recommendation, ISS commented:
"The transaction makes strategic sense as it should increase
diversification, scale, financial flexibility, reduce costs, and be
ultimately accretive on a NAV-per-share basis. Shareholders will
retain the ability to participate in the upside represented by the
combined company. The board and special committee engaged in a
robust auction process which facilitated price discovery and what
appears to be a credible valuation."
Glass Lewis commented:
"We believe there is a reasonable basis to conclude that the
proposed arrangement represents the best opportunity to enhance
shareholder value going forward. Given the reasonable exchange
ratio as well as the opportunity for Nova shareholders to
participate in a larger, more diversified and better financed
company, we believe the proposed arrangement is strategically and
financially compelling."
Hashim Ahmed, Interim Chief
Executive Officer of Nova, commented:
"We are pleased to receive positive recommendations from ISS
and Glass Lewis, which reaffirm our strategic rationale for the
Arrangement and the resulting benefits to
Shareholders."
The Meeting
The Meeting is scheduled 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).
YOUR VOTE IS
IMPORTANT – PLEASE VOTE TODAY
The proxy voting
deadline is 10:00 a.m. (Vancouver time) on November 23,
2023.
The Board of
Directors of Nova (excluding certain conflicted directors), after
receiving the
unanimous recommendation of the Nova Special Committee, recommends
that Shareholders vote FOR the Arrangement Resolution.
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Full details of the Arrangement are described in the management
information circular of Nova dated October
25, 2023 (the "Nova Informational Circular").
Shareholders are also encouraged to visit the Company's website for
more information at
https://www.novaroyalty.com/investors/special-meeting/2023.html.
Shareholder Questions and Voting
Assistance
Shareholders who have questions about the Arrangement or require
voting assistance may contact Nova's strategic shareholder advisor
and proxy solicitation agent, Laurel Hill Advisory Group as
follows:
Toll Free: 1-877-452-7184 in North America Toll-free
(416-304-0211 Outside North America)
Email: 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; receipt of shareholder approval in respect of the
Arrangement; statements with respect to the benefits of the
Arrangement and enhancement of shareholder value; 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.