Common use of Cautionary Note Regarding Forward Clause in Contracts

Cautionary Note Regarding Forward. LOOKING INFORMATION The information included or incorporated by reference into this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Actual results may differ materially from those expressed or implied in such forward- looking statements as a result of various factors. We do not undertake, and we disclaim, any obligation to update any forward-looking statements or to announce any revisions to any of the forward-looking statements, except as required by law. Certain factors that could cause results to be materially different from those projected in the forward- looking statements include, but are not limited to, statements about: ● our history of losses and declining revenues; ● the known and unknown impact of the COVID-19 pandemic on our Company; ● our reliance on revenues from a limited number of customers; ● seasonality of our business which impacts our financial results and cash availability; ● dependence on our supply partners; ● our ability to acquire traffic in a profitable manner; ● failure to keep pace with technology changes; ● impact of possible interruption in our network infrastructure; ● dependence on our key personnel; ● regulatory and legal uncertainties; ● failure to comply with privacy and data security laws and regulations; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● our ability to continue to meet the NYSE American continued listing standards; ● the impact of quarterly results on our common stock price; and ● dilution to our stockholders upon the exercise of outstanding common stock options and restricted stock unit grants. We urge you to consider these factors before investing in our common xxxxx.Xxx should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. These forward-looking statements are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we undertake no duty to update any forward-looking statements after the date of this prospectus to conform those statements to actual results or to reflect the occurrence of unanticipated events. We qualify all forward-looking statements contained or incorporated by reference in this prospectus by the foregoing cautionary statements. USE OF PROCEEDS We intend to use the net proceeds, if any, from the sales of securities offered by this prospectus for general corporate purposes, which may include additions to working capital and financing potential acquisitions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received from this offering. The amounts and timing of our actual expenditures will depend on numerous factors including our results of operations in future periods. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of management regarding the application of the net proceeds from the offering. We will set forth in the particular prospectus supplement our intended use for the net proceeds we receive from the sale of our securities under such prospectus supplement. DIVIDEND POLICY We have not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our board of directors decides to pay dividends, the form, the frequency, and the amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends in the foreseeable future. 5

Cautionary Note Regarding Forward. LOOKING INFORMATION The information included or STATEMENTS When used in this prospectus supplement and the accompanying prospectus, including the documents that we have incorporated by reference into this prospectus contains forward-looking reference, statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements that relate to future events or our future financial performance and involve known and unknown riskswhich are not historical in nature, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words including those containing words such as, but not limited to, as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targetscontinue,” “likely,” “aim,” “will,” “would,” “couldintend,” “should,” “predict,may” or similar expressions, are intended to identify “potential,” “continue,” and similar expressions or phrases identify forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. We have based these These forward-looking statements largely on include information about possible or assumed future results of our current expectations and future events and financial trends that we believe may affect our business, financial condition, liquidity, results of operationoperations, business strategy plans and objectives. The forward-looking statements included in this prospectus supplement and the accompanying prospectus, including the documents that we have incorporated by reference, are based on our beliefs, assumptions and expectations of our future performance, taking into account all information available to us at the time the forward-looking statements are made. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, prospects, financial needs. Actual condition, liquidity and results of operations may differ vary materially from those expressed or implied in such our forward- looking statements as a result of various factorsstatements. We do not undertake, and we disclaim, any obligation to update any forward-looking statements or to announce any revisions to any of the forward-looking statements, except as required by lawYou should carefully consider this risk when you make an investment decision concerning our securities. Certain factors Factors that could cause actual results to be materially different vary from those projected in the forward- our forward-looking statements include, but are not limited to: • defaults on or non-renewal of leases by tenants; • decreased rental rates or increased vacancy rates; • difficulties in identifying healthcare facilities to acquire and completing such acquisitions; • adverse economic or real estate conditions or developments, statements about: ● either nationally or in the markets in which our history of losses facilities are located; • our failure to generate sufficient cash flows to service our outstanding obligations; • fluctuations in interest rates and declining revenuesincreased operating costs; ● the known and unknown impact of the COVID-19 pandemic on • our Companyfailure to effectively hedge our interest rate risk; ● our reliance on revenues from a limited number of customers; ● seasonality of our business which impacts our financial results and cash availability; ● dependence on our supply partners; ● • our ability to acquire traffic in a profitable mannersatisfy our short and long-term liquidity requirements; ● failure to keep pace with technology changes; ● impact of possible interruption in our network infrastructure; ● dependence on our key personnel; ● regulatory and legal uncertainties; ● failure to comply with privacy and data security laws and regulations; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● • our ability to continue deploy the debt and equity capital we raise; • our ability to meet raise additional equity and debt capital on terms that are attractive or at all; • our ability to make distributions on shares of our common and preferred stock; • expectations regarding the NYSE timing and/or completion of any acquisition; • general volatility of the market price of our common and preferred stock; • our lack of a significant operating history; • changes in our business or our investment or financing strategy; • changes in our management internalization plans; • our dependence upon key personnel whose continued service is not guaranteed; • the ability of our external manager, Inter-American continued listing standardsManagement, LLC’s (the “Advisor”), to identify, hire and retain highly qualified personnel in the future; ● • the impact degree and nature of quarterly results our competition; • changes in healthcare laws, governmental regulations, tax rates and similar matters; • changes in current healthcare and healthcare real estate trends; • changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends; • competition for investment opportunities; • our failure to successfully integrate acquired healthcare facilities; • our expected tenant improvement expenditures; • changes in accounting policies generally accepted in the United States of America; • lack of or insufficient amounts of insurance; • other factors affecting the real estate industry generally; • changes in the tax treatment of our distributions; • our failure to maintain our qualification as a REIT for U.S. federal income tax purposes; • limitations imposed on our common stock pricebusiness and our ability to satisfy complex rules relating to REIT qualification for U.S. federal income tax purposes; and ● dilution to our stockholders upon • the exercise of outstanding common stock options factors discussed in this prospectus supplement, including those set forth under the section titled “Risk Factors,” and restricted stock unit grants. We urge you to consider these factors before investing the sections captioned “Risk Factors” in our common xxxxx.Xxx should not place undue reliance most recent Annual Report on these Form 10-K, as amended, updated and supplemented from time to time, subsequent Quarterly Reports on Form 10-Q and other documents that we file with the Securities and Exchange Commission (the “SEC”); All forward-looking statements, which statements speak only as of the date of this prospectuson which they are made. These forward-looking statements are based on our current expectations and are subject to a number of New risks and uncertainties, including uncertainties arise over time and it is not possible to predict those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements or how they may not actually occuraffect us. Except as required by law, we undertake no duty are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Exchange Act and, in accordance with those requirements, file reports, proxy statements after and other information with the date SEC. Such reports, proxy statements and other information, as well as the registration statement and the exhibits and schedules thereto, can be inspected at the public reference facilities maintained by the SEC at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Copies of such materials may be obtained from the SEC at prescribed rates. Information about the operation of the public reference facilities may be obtained by calling the SEC at 0-000-XXX-0000. The SEC also maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC’s website is xxx.xxx.xxx. Our common stock is listed on the NYSE and our corporate website is located at xxx.xxxxxxxxxxxxxxxxx.xxx. Our internet website and the information contained therein or connected thereto do not constitute a part of this prospectus to conform those statements to actual results supplement, the accompanying prospectus or to reflect the occurrence of unanticipated eventsany amendment or supplement thereto. We qualify all forward-looking statements contained or incorporated by reference in this prospectus by have filed with the foregoing cautionary statements. USE OF PROCEEDS We intend SEC a registration statement on Form S-3 under the Securities Act with respect to use the net proceeds, if any, from the sales of securities offered by this prospectus for general corporate purposessupplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus, which may include additions to working capital and financing potential acquisitions. As form a part of the date of this prospectusregistration statement, we cando not specify with certainty contain all of the particular uses for the net proceeds to be received from this offering. The amounts and timing of our actual expenditures will depend on numerous factors including our results of operations in future periods. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of management regarding the application of the net proceeds from the offering. We will information set forth in the particular registration statement and its exhibits and schedules, certain parts of which are omitted in accordance with the SEC’s rules and regulations. For further information about us and our common stock, we refer you to the registration statement and to such exhibits and schedules. Statements contained in this prospectus supplement our intended use for and the net proceeds we receive from accompanying prospectus concerning the sale provisions of our securities under such prospectus supplement. DIVIDEND POLICY We have any document filed as an exhibit to the registration statement or otherwise filed with the SEC are not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our board of directors decides to pay dividends, the form, the frequencynecessarily complete, and in each instance reference is made to the amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board copy of directors may deem relevantsuch document so filed. While our board of directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends Each such statement is qualified in the foreseeable future. 5its entirety by such reference.

Cautionary Note Regarding Forward. LOOKING INFORMATION The information included STATEMENTS This news release contains "forward-looking information" and "forward-looking statements" (the "forward-looking statements"), within the meaning of applicable Canadian and United States securities legislation, including statements with respect to the Secondary Offering, Metalla's plan to accumulate a diversified portfolio with attractive returns, future cash generation by Metalla's assets and the potential for Metalla to become one of the leading gold and silver companies for the next commodities cycle. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or incorporated by reference into this prospectus contains "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements within are based on the meaning opinions and estimates of Section 27A management as of the Securities Act and Section 21E of the Exchange Actdate such statements are made. These forward-looking statements that relate are made as of the date of this news release. Readers are cautioned not to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these place undue reliance on forward-looking statements. Words , as there can be no assurance that the future circumstances, outcomes or results anticipated in or implied by such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statementsstatements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. We While we have based these forward-looking statements largely on our current expectations and about future events as at the date that such statements were prepared, the statements are not a guarantee that such future events will occur and financial trends that we believe may affect our financial conditionare subject to risks, results of operationuncertainties, business strategy assumptions and financial needs. Actual results may other factors which could cause events or outcomes to differ materially from those expressed or implied in by such forward- looking statements as a result of various factors. We do not undertake, and we disclaim, any obligation to update any forward-looking statements statements. Known risk factors include risks that the closing conditions to the Secondary Offering may not be satisfied or the Secondary Offering may not be completed; risks associated with the impact of general business and economic conditions; the absence of control over mining operations from which Metalla will purchase precious metals or from which it will receive stream or royalty payments and risks related to announce any revisions those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans are refined; problems related to the ability to market precious metals or other metals; industry conditions, including commodity price fluctuations, interest and exchange rate fluctuations; interpretation by government entities of tax laws or the implementation of new tax laws; regulatory, political or economic developments in any of the countries where properties in which Metalla holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Metalla holds a royalty or stream or other interest, including changes in the ownership and control of such operators; risks related to global epidemics, pandemics, or other public health crises, including the novel coronavirus (COVID-19) global health pandemic, and the spread of other viruses or pathogens; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Metalla; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Metalla holds a royalty, stream or other interest; the volatility of the stock market; competition; future sales or issuances of debt or equity securities; use of proceeds; dividend policy and future payment of dividends; liquidity; market for securities; enforcement of civil judgments; and risks relating to Metalla potentially being a passive foreign investment company within the meaning of U.S. federal tax laws, as well as those factors discussed in the section entitled "Risk Factors" in Metalla's Base Shelf Prospectus dated May 1, 2020 and filed with the Canadian Securities Administrators and related Registration Statement filed with the SEC, and the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which may be viewed at xxx.xxxxx.xxx and xxx.xxx.xxx, respectively. Although we have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, except as required by law. Certain there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially different from those projected anticipated in the forward- looking statements includesuch statements. Accordingly, but are not limited to, statements about: ● our history of losses and declining revenues; ● the known and unknown impact of the COVID-19 pandemic on our Company; ● our reliance on revenues from a limited number of customers; ● seasonality of our business which impacts our financial results and cash availability; ● dependence on our supply partners; ● our ability to acquire traffic in a profitable manner; ● failure to keep pace with technology changes; ● impact of possible interruption in our network infrastructure; ● dependence on our key personnel; ● regulatory and legal uncertainties; ● failure to comply with privacy and data security laws and regulations; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● our ability to continue to meet the NYSE American continued listing standards; ● the impact of quarterly results on our common stock price; and ● dilution to our stockholders upon the exercise of outstanding common stock options and restricted stock unit grants. We urge you to consider these factors before investing in our common xxxxx.Xxx readers should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. These forward-looking statements We are based on our current expectations and are subject to a number of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we undertake under no duty obligation to update or alter any forward-looking statements except as required under applicable securities laws. METALLA AND COEUR ANNOUNCE INCREASE IN SECONDARY BOUGHT DEAL OFFERING OF COMMON SHARES OF METALLA TO US$18 MILLION June 23, 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx – Metalla Royalty & Streaming Ltd. (TSXV: MTA) (NYSE American: MTA) (the “Company” or “Metalla”) and Coeur Mining, Inc. (NYSE: CDE) (“Coeur”) are pleased to announce that they have agreed with the syndicate of underwriters led by PI Financial Corp., Xxxxxxx Securities Inc. and Cantor Xxxxxxxxxx Canada Corporation (together with the syndicate, the “Underwriters”), to increase the size of the bought deal secondary offering announced June 22, 2020. The secondary offering will now consist of 3,400,000 common shares of Metalla (the “Common Shares”) currently held by Coeur at a price of US$5.30 per Common Share for gross proceeds to Coeur of approximately US$18 million (the “Secondary Offering”). Metalla will not receive any proceeds from the Secondary Offering. In addition, Coeur has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 15% of the number of shares of Metalla sold in the Secondary Offering for up to 30 days after the date of this prospectus closing, on the same terms and conditions as the Secondary Offering. If the Over-Allotment Option is exercised in full, the total gross proceeds to conform those statements to actual results or to reflect the occurrence of unanticipated eventsCoeur will be US$20,723,000. We qualify all forward-looking statements contained or incorporated by reference in this prospectus by the foregoing cautionary statements. USE OF PROCEEDS We intend to use the net proceedsCoeur currently owns, if any, from the sales of securities offered by this prospectus for general corporate purposes, which may include additions to working capital and financing potential acquisitions. As as of the date of this prospectushereof, we cannot specify with certainty all 5,241,310 Common Shares, representing approximately 14.9% of the particular uses issued and outstanding Common Shares of Metalla (on a non-diluted basis). Upon closing of the Secondary Offering and prior to the exercise of the Over-Allotment Option, Coeur’s ownership of Metalla’s issued and outstanding Common Shares will be reduced from 14.9% to 4.04% (on a non-diluted basis) after giving effect to the Wharf royalty transaction, announced by Metalla on June 22, 2020. If the Over-Allotment Option is exercised in full, Coeur’s ownership interest in Metalla will be reduced to 2.59% (on a non-diluted basis). Coeur has also agreed, subject to certain limited exceptions, not to sell any Common Shares or other securities of Metalla for a period of 120 days from the closing of the Secondary Offering. The Secondary Offering is expected to close on or about June 30, 2020. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities being offered, nor may there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or other jurisdiction. The Secondary Offering is being made in each of the provinces of Canada (excluding Quebec) and in the United States by way of (i) a prospectus supplement (the “U.S. Prospectus Supplement”) to the Company’s existing U.S. registration statement on Form F‑10 dated May 1, 2020 (the “Registration Statement”); and (ii) a prospectus supplement (the “Canadian Prospectus Supplement”) to the Company’s Canadian short form base shelf prospectus dated May 1, 2020 (the “Base Shelf Prospectus”). The Company has filed a preliminary Canadian Prospectus Supplement with the securities commissions in each of the provinces of Canada and a preliminary U.S. Prospectus Supplement with the United States Securities and Exchange Commission (the “SEC”). The Company will file a final Canadian Prospectus Supplement and a final U.S. Prospectus Supplement in connection with the Offering. The preliminary U.S. Prospectus Supplement (together with the related Registration Statement) is available on the SEC’s website at xxx.xxx.xxx and the preliminary Canadian Prospectus Supplement (together with the related Base Shelf Prospectus) is available on the SEDAR website maintained by the Canadian Securities Administrators at xxx.xxxxx.xxx. Alternatively, copies of the preliminary U.S. Prospectus Supplement and preliminary Canadian Prospectus Supplement may be obtained from PI Financial Corp., by email at xxxxxxxxxxx@xxxxxxxxxxx.xxx, Xxxxxxx Securities Inc., by email at xxx@xxxxxxx.xxx and Cantor Xxxxxxxxxx Canada Corporation by email at xxxxxxxxx@xxxxxx.xxx. Metalla has filed a Registration Statement (including a prospectus) with the SEC and a Base Shelf Prospectus (including a prospectus supplement) with the securities commissions in each of the provinces of Canada for the net proceeds offering to be received from which this communication relates. Before you invest, you should read the prospectus in that Registration Statement or the Base Shelf Prospectus (including the prospectus supplement) and other documents Metalla has filed with the SEC or the Canadian Securities Administrators for more complete information about Metalla and this offering. The amounts and timing of our actual expenditures will depend You may get these documents for free by visiting XXXXX on numerous factors including our results of operations in future periodsthe SEC website at xxx.xxx.xxx, or on the SEDAR website maintained by the Canadian Securities Administrators at xxx.xxxxx.xxx. AccordinglyAlternatively, our management will have broad discretion Metalla, any underwriter or any dealer participating in the application offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000. ABOUT METALLA Metalla was created for the purpose of providing shareholders with leveraged precious metal exposure by acquiring royalties and streams. Our goal is to increase share value by accumulating a diversified portfolio of royalties and streams with attractive returns. Our strong foundation of current and future cash-generating asset base, combined with an experienced team, gives Metalla a path to become one of the net proceeds, leading gold and investors will be relying on the judgment of management regarding the application of the net proceeds from the offering. We will set forth in the particular prospectus supplement our intended use silver companies for the net proceeds we receive from next commodities cycle. ABOUT COEUR Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the sale of our securities under such prospectus supplement. DIVIDEND POLICY We have not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result Palmarejo gold-silver complex in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our board of directors decides to pay dividendsMexico, the formRochester silver-gold mine in Nevada, the frequencyKensington gold mine in Alaska, the Wharf gold mine in South Dakota, and the amount will depend upon our future operations and earningsSilvertip silver-zinc-lead mine in British Columbia. In addition, capital requirements and surplusthe Company has interests in several precious metals exploration projects throughout North America. CONTACT INFORMATION For further information, general financial conditionplease contact: Metalla Royalty & Streaming Ltd. Xxxxx Xxxxx, contractual restrictions and other factors President & CEO Phone: 000-000-0000 Email: xxxx@xxxxxxxxxxxxxx.xxx Xxxxxxxx Xxxxxx, Investor Relations Phone: 000-000-0000 Email: xxxxxxxx@xxxxxxxxxxxxxx.xxx Coeur Mining, Inc. 000 X. Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxx XxXxxxxxx, Director, Investor Relations Phone: (000) 000-0000 Neither the TSXV nor its Regulation Services Provider (as that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends term is defined in the foreseeable future. 5policies of the Exchange) accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward. LOOKING INFORMATION The information included or incorporated STATEMENTS This prospectus, including the documents that we incorporate by reference into this prospectus reference, contains forward-–looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward–looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-–looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus, and in particular those factors referenced in the section “Risk Factors.” This prospectus, including the sections entitled “About this Prospectus” and “Risk Factors,” contains forward–looking statements that are based on our management’s belief and assumptions and on information currently available to our management. These statements relate to future events or our future financial performance performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-–looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Actual results may differ materially from those expressed or implied in such forward- looking statements as a result of various factors. We do not undertake, and we disclaim, any obligation to update any forward-looking statements or to announce any revisions to any of the forward-looking statements, except as required by law. Certain factors that could cause results to be materially different from those projected in the forward- Forward–looking statements include, but are not limited to, statements about: ● our • general economic uncertainty and the effect of general economic conditions on the Company’s industry in particular, including the level of demand and financial performance of the autonomous vehicle industry and market adoption of lidar; • the Company’s history of losses and declining revenueswhether it will continue to incur significant expenses and continuing losses for the foreseeable future; ● the known effect of continued pricing pressures, automotive original equipment manufacturers (“OEMs”) cost reduction initiatives and unknown impact the ability of automotive OEMs to re–source or cancel vehicle or technology programs which may result in lower than anticipated margins, or losses, which may adversely affect the Company’s business; • the ability of the COVID-19 Company to protect and enforce its intellectual property rights; • whether the Company’s lidar products are selected for inclusion in autonomous driving or ADAS systems by automotive OEMs or their suppliers; • the Company’s inability to reduce and control the cost of the inputs on which Luminar relies, which could negatively impact the adoption of its products and its profitability; • changes in personnel and availability of qualified personnel; • the effects of the ongoing coronavirus (COVID–19) pandemic or other infectious diseases, health epidemics, pandemics and natural disasters on our Luminar’s business; • the Company; ● our reliance on revenues from a limited number of customers; ● seasonality of our business which impacts our financial results and cash availability; ● dependence on our supply partners; ● our ’s ability to acquire traffic remediate the material weakness in a profitable mannerits internal controls over financial reporting; ● failure • the Company’s ability to keep pace with technology changestransition to an outsourced manufacturing business model; ● impact • the Company’s anticipated investments in and results from sales and marketing and research and development (“R&D”); • the success of possible interruption the Company’s customers in our network infrastructuredeveloping and commercializing products using the Company’s solutions; ● dependence on our key personnel• the Company’s estimated total addressable market; ● regulatory • the amount and legal uncertaintiestiming of future sales; ● failure • whether the complexity of the Company’s products results in undetected defects and reliability issues which could reduce market adoption of its new products, damage its reputation and expose the Company to product liability and other claims; • strict government regulation that is subject to amendment, repeal or new interpretation and the Company’s ability to comply with privacy and data security modified or new laws and regulationsregulations applying to its business; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● our • the Company’s ability to continue recognize the anticipated benefits of the recently consummated Business Combination, which may be affected by, among other things, competition, and the ability of the Company to meet manage its growth and expand its business operations effectively; • whether the NYSE American continued listing standardsconcentration of the Company’s stock ownership and voting power limits the ability of the Company’s stockholders to influence corporate matters; ● • the impact increasingly competitive environment in which the Company operates; • the Company’s ability to recognize the anticipated benefits of quarterly results on our common stock priceits customer partnerships and the volume of sales to such partners; and ● dilution • any changes in strategy by the Company's President and Chief Executive Officer and the Company’s ability to execute on management’s strategies for its future. You should not rely upon forward–looking statements as predictions of future events. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our stockholders upon the exercise of outstanding common stock options and restricted stock unit grants. We urge you actual results, events or circumstances to consider these factors before investing differ materially from those expressed or implied in our common xxxxx.Xxx forward–looking statements. Such risks and uncertainties include those risks more fully discussed in the “Risk Factors” section in this prospectus, the section of any accompanying prospectus supplement entitled “Risk Factors” and the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, specifically under “Item 1A: Risk Factors” and elsewhere in our most recent Annual Report on Form 10–K for the period ended December 31, 2020, and our Current Reports on Form 8–K. Given these uncertainties, readers should not place undue reliance on these our forward-–looking statements, which . These forward–looking statements speak only as of the date of this prospectus. These forward-looking on which the statements are based on our current expectations were made and are subject to a number not guarantees of risks and uncertainties, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonable, our actual results could differ materially from those expressed in these forward-looking statements, and any events anticipated in the forward-looking statements may not actually occurfuture performance. Except as may be required by applicable law, we do not undertake no duty to update any forward-– looking statements after the date of this prospectus to conform those statements to actual results or to reflect the occurrence respective dates of unanticipated events. We qualify all forward-looking statements contained or documents incorporated by reference in this prospectus by the foregoing cautionary herein or therein that include forward–looking statements. USE OF PROCEEDS We intend to use the net proceeds, if any, from the sales of securities offered by this prospectus for general corporate purposes, which may include additions to working capital and financing potential acquisitions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received from this offering. The amounts and timing of our actual expenditures will depend on numerous factors including our results of operations in future periods. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of management regarding the application of the net proceeds from the offering. We will set forth in the particular prospectus supplement our intended use for the net proceeds we receive from the sale of our securities under such prospectus supplement. DIVIDEND POLICY We have not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our board of directors decides to pay dividends, the form, the frequency, and the amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends in the foreseeable future. 5.

Cautionary Note Regarding Forward. LOOKING INFORMATION The information included or incorporated by reference into this prospectus Looking Information This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements within and are based on expectations, estimates and projections as at the meaning date of Section 27A this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements include, among other things, statements with respect to the Closing of the Securities Act and Section 21E Acquisition, the timing for Closing of the Exchange ActAcquisition, the purchase of the Subsequent Shares and the Remaining Shares, receipt of necessary regulatory approvals (including the approval of the CSE of the proposed transaction and any new insiders), the Company's corporate strategy moving forward and the Company's expected operational objectives of providing best-in-class service and product selection. These forward-looking statements that relate to are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future events or our future financial performance and results may differ materially as forward- looking statements involve known and unknown risks, uncertainties and other factors that which may cause our the actual results, levels of activity, performance or achievements of the Company to materially differ materially from any future results, levels of activity, performance or achievements expressed or implied by these such forward-looking statements. Words Such factors, among other things, include: implications of the COVID-19 pandemic on the Company's operations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the California cannabis market and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in the State of California; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” “should,” “predict,” “potential,” “continue,” and similar expressions or phrases identify forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. We have based these Readers should not place undue reliance on the forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needsinformation contained in this news release. Actual results may differ materially from those expressed or implied in such forward- looking statements as a result of various factors. We do not undertake, and we disclaim, any The Company assumes no obligation to update any the forward-looking statements of beliefs, opinions, projections, or to announce any revisions to any of the forward-looking statementsother factors, should they change, except as required by law. Certain factors that could cause results to be materially different from those projected The Company is indirectly involved in the forward- looking statements includemanufacture, but possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Listing Statement dated May 30, 2019 and in the Company's management's discussion and analysis for the period ended June 30, 2020, filed under the Company's profile on SEDAR at xxx.xxxxx.xxx. This news release does not limited toconstitute an offer to sell, statements about: ● our history or a solicitation of losses an offer to buy, any securities in the United States. The Company's securities have not been and declining revenues; ● will not be registered under the known United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and unknown impact may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the COVID-19 pandemic on our Company; ● our reliance on revenues from a limited number of customers; ● seasonality of our business which impacts our financial results and cash availability; ● dependence on our supply partners; ● our ability to acquire traffic in a profitable manner; ● failure to keep pace with technology changes; ● impact of possible interruption in our network infrastructure; ● dependence on our key personnel; ● regulatory and legal uncertainties; ● failure to comply with privacy and data security laws and regulations; ● third party infringement claims; ● publishers who could fabricate fraudulent clicks; ● our ability to continue to meet CSE) accepts responsibility for the NYSE American continued listing standards; ● the impact of quarterly results on our common stock price; and ● dilution to our stockholders upon the exercise of outstanding common stock options and restricted stock unit grants. We urge you to consider these factors before investing in our common xxxxx.Xxx should not place undue reliance on these forward-looking statements, which speak only as of the date adequacy or accuracy of this prospectusrelease. These forwardView original content to download multimedia: xxxx://xxx.xxxxxxxxxx.xxx/news-releases/harborside-inc-to-acquire-ownership-in-a-san-francisco-dispensary-in-the-historic-xxxxxx-ashbury-district-301154746.ht SOURCE Harborside Inc. View original content to download multimedia: xxxx://xxx.xxxxxxxx.xx/en/releases/archive/October2020/19/c3404.html %SEDAR: 00013218E For further information: Company Contact: Harborside Inc., Xxxxx Xxxxxxxx, Chairman, Interim CEO, (000) 000-looking statements are based on our current expectations and are subject to a number of risks and uncertainties0000; Investor Contact: XXXXXX Communications, including those set forth above. Although we believe that the expectations reflected in these forward-looking statements are reasonableXxx Xxxxx, our actual results could differ materially from those expressed in these forward-looking statementsxxxx@xxxxxx.xxx; Media Contact: XXXXXX Communications, and any events anticipated in the forward-looking statements may not actually occur. Except as required by law, we undertake no duty to update any forward-looking statements after the date of this prospectus to conform those statements to actual results or to reflect the occurrence of unanticipated events. We qualify all forward-looking statements contained or incorporated by reference in this prospectus by the foregoing cautionary statements. USE OF PROCEEDS We intend to use the net proceeds, if any, from the sales of securities offered by this prospectus for general corporate purposes, which may include additions to working capital and financing potential acquisitions. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received from this offering. The amounts and timing of our actual expenditures will depend on numerous factors including our results of operations in future periods. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of management regarding the application of the net proceeds from the offering. We will set forth in the particular prospectus supplement our intended use for the net proceeds we receive from the sale of our securities under such prospectus supplement. DIVIDEND POLICY We have not declared or paid cash dividends on our common stock since our inception. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our Company not being able to pay its debts as they become due in the normal course of business if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to pay the dividends, or if we were to be dissolved at the time of distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends subject to compliance with applicable Nevada law. Even if our board of directors decides to pay dividends, the form, the frequency, and the amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends, as circumstances surrounding us change, it currently does not anticipate that we will pay any cash dividends in the foreseeable future. 5xxxxxxxxxx@xxxxxx.xxx