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6-K

Metalla Royalty & Streaming Ltd. (MTA)

6-K 2020-11-05 For: 2020-11-05
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: November, 2020

Commission file number: 001-39166

Metalla Royalty & Streaming Ltd.

(Translation of registrant's name into English)

501- 543 Granville Street, Vancouver, BC, V6C 1X8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover:

[  ] Form 20-F [X] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

EXHIBIT INDEX

EXHIBIT 99.1 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-237887), AS AMENDED AND SUPPLEMENTED, AND ON FORM S-8 (FILE NO. 333-234659) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Description
99.1 Material Change Report dated November 5, 2020
99.2 Report of Voting Results dated November 5, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November  5 , 2020 /s/ Kim Casswell
Kim Casswell
Corporate Secretary
Metalla Royalty & Streaming Ltd. : Exhibit 99.1 - Filed by newsfilecorp.com

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: [email protected]

Item 9 Date of Report

November 5, 2020

Metalla Royalty & Streaming Ltd. : Exhibit 99.2 - Filed by newsfilecorp.com

Report of Voting Results

(Section 11.3 of National Instrument 51-102)

The following describes the matters voted upon and the outcome of the votes at the annual general meeting of shareholders (the “Meeting”) of Metalla Royalty and Streaming Ltd. (the “Company”) held on Wednesday, November 4, 2020. The Meeting was held in hybrid format allowing the shareholders to participate in person or by teleconference.

1. Fix the Number of Directors

The ordinary resolution fixing the number of directors at six was approved by a majority vote of shareholders present in person or represented by proxy.

2. Election of Directors

The following six nominees set out in the Company’s management information circular dated September 25, 2020 (the “Information Circular”) were elected as directors of the Company by a majority vote of shareholders present in person or represented by proxy:

Director Nominee

Brett Heath

Lawrence Roulston

E.B. Tucker

Alexander Molyneux

James Beeby

Terry Krepiakevich

3. Appointment of Auditors

KPMG LLP, Chartered Accountants, was re-appointed as auditors of the Company and the directors were authorized to fix their remuneration by a majority vote of shareholders present in person or represented by proxy.

4. Ratification of Share Compensation Plan

An ordinary resolution to ratify and approve the Company’s Share Compensation Plan, in the form attached as Schedule “B” of the Information Circular, was approved by a majority vote of shareholders present in person or represented by proxy.

5. Amendment to Share Compensation Plan

An ordinary resolution of disinterested shareholders to amend the Company’s Share Compensation Plan to increase the total number of restricted share units (“RSUs”) available for award thereunder to 800,000 RSUs was approved by a majority vote of disinterested shareholders present in person or represented by proxy.

Dated at Vancouver, British Columbia, this 5^th^day of November, 2020

METALLA ROYALTY AND STREAMING LTD.

By:

“Brett Heath”

Name: Brett Heath

Title: President and Chief Executive Officer