6-K
Metalla Royalty & Streaming Ltd. (MTA)
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S-8 (FILE NO. 333-234659) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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