MTA Metalla Royalty & Streaming Ltd

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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: May, 2024

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

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EXHIBIT INDEX

EXHIBITS 99.1, 99.4 AND 99.5 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-10 (FILE NO. 333-264810), AS AMENDED AND SUPPLEMENTED, AND ON FORM S-8 (FILE NOS. 333-234659, 333-249938, 333-265835 AND 333-276265) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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	Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2024 and 2023
99.2	CEO Certification for period ended March 31, 2024
99.3	CFO Certification for period ended March 31, 2024
99.4	Management Discussion & Analysis for the three months ended March 31, 2024
99.5	Consent of Charles Beaudry
99.6	Press Release dated May 15, 2024

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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:  May 15, 2024		/s/ Kim Casswell
		Kim Casswell
		Corporate Secretary

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Expressed in Thousands of United States Dollars)

 

FOR THE THREE MONTHS ENDED

MARCH 31, 2024, AND 2023

 

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					As at
					March 31,			December 31,
		Notes			2024			2023
ASSETS								(Re-presented)(1)
Current assets
Cash and cash equivalents				$	10,985		$	14,107
Accounts receivable		3			1,387			2,811
Prepaid expenses and other					650			734
Total current assets					13,022			17,652
Non-current assets
Royalty, stream, and other interests		4			257,061			257,824
Investment in Silverback					393			450
Deferred income tax assets		9			133			105
Total non-current assets					257,587			258,379
TOTAL ASSETS				$	270,609		$	276,031
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Trade and other payables		5		$	1,055		$	5,394
Current acquisition payables		6			1,618			1,598
					2,673			6,992
Convertible loan facility		2(c),6			12,510			13,588
Total current liabilities					15,183			20,580
Non-current liabilities
Acquisition payable		4			2,077			2,028
Deferred income tax liabilities		9			536			536
Total non-current liabilities					2,613			2,564
Total liabilities					17,796			23,144
EQUITY
Share capital		10			305,040			303,323
Reserves					12,871			12,930
Deficit					(65,098	)		(63,366	)
Total equity					252,813			252,887
TOTAL LIABILITIES AND EQUITY				$	270,609		$	276,031

 (1) Comparative information has been re-presented due to a retrospective change in accounting policy. Refer to Note 2(c) for more information.

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 14, 2024.

Approved by the Board of Directors

"Brett Heath"

Director

"Amanda Johnston"

Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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					Three months ended
					March 31,
		Notes			2024			2023
Revenue from royalty interests		7		$	1,255		$	981
Depletion on royalty interests		4			(763	)		(399	)
Gross profit					492			582
General and administrative expenses		8			(1,230	)		(877	)
Share-based payments		10			(549	)		(897	)
Loss from operations					(1,287	)		(1,192	)
Share of net income of Silverback					15			14
Mark-to-market gain on derivative royalty asset					-			457
Mark-to-market gain on derivative loan liabilities		6			123			-
Interest expense		6			(504	)		(315	)
Finance charges		6			(85	)		(33	)
Foreign exchange gain (loss)					101			(68	)
Other expenses					(85	)		(20	)
Loss before income taxes					(1,722	)		(1,157	)
Current income tax expense		9			(38	)		(130	)
Deferred income tax recovery (expense)		9			28			(69	)
Net loss and comprehensive loss				$	(1,732	)	$	(1,356	)
Earnings (loss) per share - basic and diluted				$	(0.02	)	$	(0.03	)
Weighted average number of shares outstanding - basic and diluted					91,028,583			50,514,392

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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					Three months ended
					March 31,
		Notes			2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss				$	(1,732	)	$	(1,356	)
Items not affecting cash:
Share of net income of Silverback					(15	)		(14	)
Mark-to-market gain on derivative royalty asset					-			(457	)
Mark-to-market gain on derivative loan liabilities		6			(123	)		-
Depletion					763			399
Interest and accretion expense					504			315
Finance charges					85			33
Share-based payments					549			897
Income tax expense					10			69
Unrealized foreign exchange loss (gain)					(141	)		72
Other					86			(3	)
					(14	)		(45	)
Payments received from derivative royalty asset					806			581
Changes in non-cash working capital items:
Accounts receivable					618			(93	)
Prepaid expenses and other					(9	)		270
Trade and other payables					(3,704	)		(550	)
Net cash provided by (used in) operating activities					(2,303	)		163
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of royalty and stream interests		4			(673	)		(2,818	)
Dividends received from Silverback					72			54
Net cash used in investing activities					(601	)		(2,764	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options					-			107
Proceeds from ATM, net of share issue costs					-			3,251
Interest paid		6			-			(417	)
Finance charges paid		6			(85	)		(33	)
Net cash provided by (used in) financing activities					(85	)		2,908
Effect of exchange rate changes on cash and cash equivalents					(133	)		(59	)
Changes in cash and cash equivalents during period					(3,122	)		248
Cash and cash equivalents, beginning of period					14,107			4,555
Cash and cash equivalents, end of period				$	10,985		$	4,803

Supplemental disclosure with respect to cash flows (Note 12)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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		Number of shares			Share capital			Reserves			Deficit			Total equity
Balance as at December 31, 2022		49,467,877		$	161,696		$	13,199		$	(56,334	)	$	118,561
Shares issued in ATM, net of issue costs		664,966			3,251			-			-			3,251
Acquisition of royalties and other interests (Note 4)		1,406,182			6,225			-			-			6,225
Exercise of stock options		214,747			494			(387	)		-			107
Shares issued on vesting of restricted share units		13,704			96			(96	)		-			-
Share-based payments - stock options		-			-			355			-			355
Share-based payments - restricted share units		-			-			542			-			542
Loss for the period		-			-			-			(1,356	)		(1,356	)
Balance as at March 31, 2023		51,767,476		$	171,762		$	13,613		$	(57,690	)	$	127,685
		Number of shares			Share capital			Reserves			Deficit			Total equity
Balance as at December 31, 2023		90,877,231		$	303,323		$	12,930		$	(63,366	)	$	252,887
Conversion of loan payable (Note 6)		429,800			1,109			-			-			1,109
Exercise of stock options		99,319			357			(357	)		-			-
Shares issued on vesting of restricted share units		42,309			251			(251	)		-			-
Share-based payments - stock options		-			-			211			-			211
Share-based payments - restricted share units		-			-			338			-			338
Loss for the period		-			-			-			(1,732	)		(1,732	)
Balance as at March 31, 2024		91,448,659		$	305,040		$	12,871		$	(65,098	)	$	252,813

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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1. NATURE OF OPERATIONS

Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company"), incorporated in British Columbia, Canada, is a precious metals royalty and streaming company, which engages in the acquisition and management of gold, silver, and copper royalties, streams, and similar production-based interests. The Company's common shares ("Common Shares") are listed on the TSX Venture Exchange ("TSX-V") under the symbol "MTA" and on the NYSE American ("NYSE") under the symbol "MTA". The head office and principal address is 501 - 543 Granville Street, Vancouver, British Columbia, Canada.

The Company has incurred a cumulative deficit to date of $65.1 million as at March 31, 2024, and has had losses from operations for multiple years. Continued operations of the Company are dependent on the Company's ability to generate profitable earnings in the future, receive continued financial support, and/or complete external financing. Management expects that its cash balance, cash flows from operating activities, and available credit facilities will be sufficient to fund the operations of the Company for at least the next twelve months.

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

(a) Statement of Compliance

The condensed interim consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting.

(b) Basis of Preparation and Measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments, which have been measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

These condensed interim consolidated financial statements are presented in United States dollars except as otherwise indicated.

(c) Change in accounting policy

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's most recent annual consolidated financial statements for the twelve months ended December 31, 2023, except for the change as discussed below.

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2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (cont'd…)

IAS 1 - Presentation of Financial Statements

The IASB has issued an amendment to IAS 1 - Presentation of Financial Statements ("IAS 1") that clarifies certain requirements for determining whether a liability should be classified as current or non-current and requires new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting date. The amendments are effective for annual periods beginning on or after January 1, 2024, and are required to be applied retrospectively. The amendment requires the classification of liabilities as current or non-current depending on the rights existing at the end of the reporting period and clarifies that management's expectations in respect of settlement do not affect classification. Liabilities are classified as non-current if the company has a substantive right to defer settlement for at least twelve months at the end of the reporting period. 'Settlement' is defined as the extinguishment of a liability with cash, other economic resources, or an entity's own equity instruments. There is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion option is classified as an equity instrument as a separate component of a compound financial instrument.

This change has resulted in a change in the accounting policy for classification of liabilities that can be settled in the Company's own shares. Previously, counterparty conversion options were not considered when classifying the related liabilities as current or non-current. Under the revised policy, when a liability includes a counterparty conversion option that may be settled by a transfer of the Company's shares, the Company is required to consider the conversion option in classifying the liability as current or non-current except when it is classified as an equity component of a compound instrument.

The Company conducted an analysis of the impact of the change in accounting policy upon adoption of IAS 1 to the Company's financial statements and has determined that the Company's convertible A&R Loan Facility (as defined below) is impacted by the revised policy and the related liabilities have been reclassified to current liabilities because the lender has the unconditional right to convert at anytime, including within the next twelve months. There are no changes to the expected cash outflows from the convertible debt, and no changes to the liquidity of the Company and the maturity date of the debt remains May 10, 2027. The Company's other liabilities were not impacted by the changes to IAS 1.

Due to the requirement for retrospective adoptions of the IAS 1 amendments, the statement of financial position as at December 31, 2023, has been re-presented, with a reclassification of $13.6 million from non-current liabilities to current liabilities. Prior to substantial modification of the A&R Loan Facility (as defined below) during 2023, the equity conversion feature of the previous convertible loan facility was classified as an equity component of a compound instrument.  Therefore, the change in policy did not impact the Company's statement of financial position as at January 1, 2023. There is no retrospective impact on the comparative statement of loss and comprehensive loss, statement of equity, and statement of cash flows.

As discussed above the changes to IAS 1 will have no impact on the Company's cash flows or liquidity and the only change is on the classification of the convertible debt instrument as a current liability instead of the non-current liability, as such the Company does not consider the adoption of IAS 1 will have a material impact on the Company in future reporting periods.

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3. ACCOUNTS RECEIVABLE

As at March 31, 2024, and December 31, 2023, the Company did not have any royalty, derivative royalty and stream receivables that were past due. The Company's allowance for doubtful accounts as at March 31, 2024, and December 31, 2023, was $Nil.

4. ROYALTY, STREAM, AND OTHER INTERESTS

 

(1) Fixed royalty payments were received in relation to certain exploration and development assets. The depletion related to these payments was recorded based on the total fixed royalty payments expected to be received under each contract.

(a) During the year ended December 31, 2023, the Company completed the following transactions:

Nova Royalty Acquisition

On December 1, 2023, the Company closed an arrangement agreement whereby the Company acquired all of the issued and outstanding shares of Nova Royalty Corp. (TSX-V: NOVR) ("Nova") pursuant to a plan of arrangement. Pursuant to the terms and conditions of the arrangement agreement between the Company and Nova dated September 7, 2023 (the "Arrangement Agreement"), Nova shareholders received 0.36 of a Common Share for each Nova common share held prior to the Nova acquisition, for a total of 33,893,734 Common Shares issued. In accordance with the Arrangement Agreement, each Nova restricted share unit vested into a Nova common share at the close of the Nova acquisition and was exchanged for 0.36 of a Metalla Common Share for a total of 741,597 Common Shares issued, and each Nova stock option was replaced with a fully vested replacement Metalla option.  All replacement options were adjusted as per the terms of the Arrangement Agreement and are exercisable into Metalla Common Shares.

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4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd…)

Concurrent with closing of the Nova acquisition on December 1, 2023, the Company drew down from its loan facility with Beedie Investments Ltd. ("Beedie") (Note 6) an amount equal to the principal and unpaid interest and fees outstanding under Beedie's ‎convertible loan agreement with Nova (the "Nova Loan Facility") to refinance and retire the Nova Loan Facility (Note 6). Upon completion of the Nova acquisition, existing Metalla and Nova shareholders owned approximately 60.41% and 39.59% of the combined company, respectively. Following the completion of the acquisition, Nova became a wholly owned subsidiary of Metalla.

For accounting purposes, the Company determined the acquisition of Nova did not meet the definition of business combination under IFRS 3 - Business Combinations. Accordingly, the transaction was accounted for as an asset acquisition under relevant IFRS standards with a closing date of December 1, 2023.  Under this method the Company is required to recognize identifiable assets and liabilities at their individual fair values and any transaction costs are capitalized as part of the acquisition, with no goodwill recognized.

To estimate the fair value of the mineral interest acquired, management used discounted cash flow models and a market-based approach. Management applied significant judgment in determining the fair value of the mineral interests, including the use of significant assumptions, such as discount rates, long-term forecast commodity prices, and future production of operator mineral reserves and resources information for the portfolio of mineral stream and royalty agreements. Future production and operator mineral reserves and resources information are based on information compiled by appropriately qualified persons. The assets and liabilities acquired included mineral interests of $131.0 million, current assets of $1.0 million, and current liabilities of $6.2 million. Below is a reconciliation of the purchase consideration for the Nova acquisition along with the total assets acquired, net of liabilities assumed.

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4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd…)

Details of some of the royalties the Company holds through Nova are discussed below, based on information publicly filed by the applicable owner.

Aranzazu

The Company acquired a 1.0% NSR royalty on the producing Aranzazu copper-gold-silver mine owned by Aura Minerals Inc. ("Aura"). Aranzazu is a copper-gold-silver deposit located within the Municipality of Concepcion del Oro in the State of Zacatecas, Mexico. Aura is the sole owner and operator of Aranzazu. The Company is entitled to 1.0% of the net smelter returns on all metals sold at Aranzazu, less certain allowable deductions, provided that the monthly average price per pound of copper, as quoted by the London Metals Exchange, equals or exceeds $2.00/lb. The fair value ascribed to the Aranzazu NSR royalty upon the acquisition of Nova was $10.4 million.

Taca Taca

The Company acquired a 0.42% NSR royalty on the Taca Taca copper-gold-molybdenum project, owned by First Quantum Minerals Ltd. ("First Quantum"). Taca Taca is a porphyry copper-gold-molybdenum project located in northwestern Argentina in the Puna (Altiplano) region of Salta Province. The Company is entitled to 0.42% of the net smelter returns on all metals sold at Taca Taca. The Taca Taca royalty is subject to a buyback right based on the proven reserves at Taca Taca in a feasibility study completed by a recognized, international consulting firm that is contracted by mutual consent of all parties, including royalty holders. The buyback amount will be based on the amount of the proven reserves multiplied by the prevailing market prices of all applicable commodities within Taca Taca. The fair value ascribed to the Taca Taca NSR royalty upon the acquisition of Nova was $34.6 million.

Vizcachitas

The Company acquired a 0.98% NSR royalty on the open pit operations and a 0.49% NSR royalty on underground operations at Vizcachitas. Vizcachitas is a large copper-molybdenum porphyry deposit in central Chile, owned by Los Andes Copper Ltd. ("Los Andes"). The fair value ascribed to the Vizcachitas NSR royalty upon the acquisition of Nova was $33.1 million.

NuevaUnión

The Company acquired a 2.0% NSR royalty on future copper production on the Cantarito claim which makes up part of the La Fortuna deposit forming part of the NuevaUnión copper-gold project ("NuevaUnión") located in in the Huasco Province in the Atacama region of Chile. NuevaUnión is jointly owned by Newmont Corporation and Teck Resources Limited. In 2020, prior to the Arrangement Agreement, the Company partnered with Nova to jointly purchase the royalty on NuevaUnión such that Metalla acquired an entitlement to all payments under the NSR royalty with respect to gold production, Nova acquired an entitlement to all payments with respect to copper production, and both Metalla and Nova acquired an entitlement to an even split of all other payments under the NSR.  With the acquisition of Nova, the Company now holds a 2.0% NSR royalty on all metals at NuevaUnión. The fair value ascribed to Nova's portion of the NuevaUnión NSR royalty upon the acquisition of Nova was $21.2 million.

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4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd…)

Copper World Complex

The Company acquired a 0.315% NSR royalty on the Copper World Complex project in Arizona, USA, 100% owned by Hudbay Minerals Inc. ("Hudbay"). The Copper World NSR covers all metals, including copper, molybdenum, silver, and gold extracted from the majority of mining claims covering the Copper World Complex. The Company also retains a right of first refusal with respect to an additional 0.360% NSR royalty on the Copper World Complex. The fair value ascribed to the Copper World NSR royalty upon the acquisition of Nova was $12.7 million.

Pine Valley Mineral Claims Sale

In June 2023, the Company sold the JR mineral claims that make up the Pine Valley property, which is part of the Cortez complex in Nevada, for $5.0 million in cash to Nevada Gold Mines, LLC, an entity formed by Barrick Gold Corporation ("Barrick") and Newmont Corporation. As part of the purchase and sale agreement, the Company has retained a 3.0% Net Smelter Return ("NSR") royalty on the Pine Valley property. The Company recognized a gain on sale of mineral claims of $5.0 million. The Company acquired the Pine Valley mineral claims through the acquisition of Genesis Gold Corporation ("Genesis") in 2020, and the Company ascribed a fair value of less than $0.1 million to the Pine Valley mineral claims upon acquisition of Genesis.

Lama Royalties Acquisition

In March 2023, the Company acquired an existing 2.5%-3.75% sliding scale Gross Proceeds royalty over gold and a 0.25%-3.0% NSR royalty on all metals (other than gold and silver) on the majority of Barrick's Lama project located in Argentina from an arm's length seller for aggregate consideration of $6.5 million. The consideration consisted of $2.5 million in cash, $2.1 million in Common Shares upon closing, and an additional $2.5 million to be paid in cash or Common Shares, at the Company's sole discretion, within 90 days upon the earlier of a 2-million-ounce gold mineral reserve estimate on the royalty area or 36 months after the closing date. The Company issued 466,827 Common Shares to the arm's length seller (valued at $4.44 per share on March 9, 2023). The outstanding $2.5 million payment (the "Lama Payable") was recorded at fair value upon inception using a discount rate of 10.0% and an estimated payment date of 36 months from closing and was recorded at $1.9 million. The Lama Payable has been disclosed as a non-current liability on the Company's statement of financial position as an acquisition payable and this amount will be increased to $2.5 million over the term of the payable using the effective interest method. The Company incurred $0.2 million in transaction costs associated with this transaction. For the three months ended March 31, 2024, the Company recognized an accretion expense of less than $0.1 million (March 31, 2023 - $Nil) on the Lama Payable.

Alamos Portfolio Acquisition

In February 2023, the Company acquired one silver stream and three royalties from Alamos Gold Corp. ("Alamos") for aggregate consideration of $4.2 million. Upon closing the Company issued 939,355 Common Shares to Alamos (valued at $4.42 per share on February 23, 2023).  The Company incurred $0.1 million in transaction costs associated with this transaction. The stream and royalties acquired in this transaction included:

• a 20% silver stream over the Esperanza project located in Morales, Mexico owned by Zacatecas Silver Corp.;
• a 1.4% NSR royalty on the Fenn Gibb South project located in Timmins, Ontario owned by Mayfair Gold Corp.;
• a 2.0% NSR royalty on the Ronda project located in Shining Tree, Ontario owned by Platinex Inc.; and
• a 2.0% NSR royalty on the Northshore West property located in Thunder Bay, Ontario owned by New Path Resources Inc.

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5. TRADE AND OTHER PAYABLES

6. LOANS PAYABLE

A&R Loan Facility

In March 2019, the Company entered into a convertible loan facility with Beedie to fund acquisitions of new royalties and streams which has subsequently been amended from time to time. The loan facility bears interest on amounts advanced and a standby fee on funds available. Funds advanced are convertible into Common Shares at Beedie's option, with the conversion price determined at the date of each drawdown or at the conversion date (in the case of the conversion of accrued and unpaid interest).

In August 2022, the Company and Beedie closed a first supplemental loan agreement to extend the maturity date of the loan facility from April 22, 2023, to January 22, 2024. In consideration for the extension the Company incurred a fee of C$0.2 million (the "Loan Extension Fee") convertible into Common Shares at a conversion price of C$7.34 per share.  Upon closing, the Company recognized a gain of $0.3 million to reflect the change required in the amortized cost of the liability using the effective interest method over a longer period of time.

As at December 31, 2022, the Company had C$5.0 million outstanding with a conversion price of C$14.30 per share (the "Third Drawdown"), C$3.0 million outstanding with a conversion price of C$11.16 per share (the "Fourth Drawdown"), C$0.2 million outstanding with a conversion price of C$7.34 per share from the Loan Extension Fee, and had C$12.0 million available under the loan facility.

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6. LOANS PAYABLE (cont'd…)

In May 2023, the Company and Beedie closed an additional supplemental loan agreement to further amend the loan facility by, among other things, extending the maturity date to May 10, 2027, increasing the loan facility by C$5.0 million from C$20.0 million to C$25.0 million, and increasing the interest rate from 8.0% to 10.0% per annum.

The amendment was considered a substantial modification of the loan facility, and for accounting purposes the existing debt instruments were extinguished and the new debt instruments were recognized at fair value on the amendment date. The difference in value between the amount that was retired for the old debt instrument and the amount recorded for the new debt instrument, taking into account the modification in conversion price to induce conversion of part of the old debt instrument, was recorded as a loss on extinguishment of loan payable of $1.4 million. Transaction costs of $0.1 million incurred were included in the loss on extinguishment of loan payable.

The conversion feature, prepayment options, and availability of credit under the new loan facility (together the "Derivative Loan Liabilities") have all been determined to be non-cash embedded derivatives that are not closely related to the principal amounts due under the loan facility, and as such are bifurcated from the loan facility and the Derivative Loan Liabilities will be accounted for at fair value through profit and loss. The debt portion of the loan facility along with any transaction costs and fees directly attributable to the loan facility will be included in the respective effective interest rate calculation for the debt portion and will be measured at amortized cost. Upon initial recognition on May 19, 2023, the Derivative Loan Liabilities were assigned a fair value of $0.4 million, and the debt portion of the liability was assigned a fair value at $2.7 million for a total face value of $3.1 million (C$4.2 million), with an implied effective interest rate of 14.6%.  On May 19, 2023, the Derivative Loan Liabilities were valued using a Black-Scholes option pricing model with the following assumptions: risk free interest rate of 4.0%, expected dividend yield of 0.0%, expected volatility of 51%, and an expected life of 2.0 years.

Effective December 1, 2023, Metalla and Beedie entered into an amended and restated convertible loan facility agreement (the "A&R ‎Loan Facility") to further amend and restate ‎the‎ loan facility by:

i. increasing ‎the ‎maximum aggregate ‎principal amount of the facility from C$25.0 million to C$50.0 million;

ii. amending the conversion price of the ‎C$4.2 million outstanding balance to a conversion price of C$6.00 per share under the A&R Loan Facility;

iii. a further draw down of C$12.2 million with a conversion price of C$6.00 per share to refinance the principal amount due under the Nova Loan Facility (the total C$16.4 million comprised of the C$4.2 million outstanding balance plus the C$12.2 million additional draw down being the "Principal Amount");

iv. a draw down of C$2.0 million from the A&R Loan Facility to refinance the accrued and unpaid interest outstanding under the Nova Loan Facility at the close of the Nova acquisition with a conversion price equal to the market price of the shares of Metalla at the time of conversion (the "Accrued Interest Amount");

v. a draw down of C$0.8 million to refinance the accrued and unpaid fees outstanding under the Nova Loan Facility at the close of the Nova acquisition, which will not be convertible into Common Shares (the "Accrued Fees Amount");

vi. establishing an 18-month period whereby the interest of ‎‎10.0% per ‎annum ‎compounded monthly will be added to the Accrued Interest Amount and ‎on June 1, 2025, reverting to a cash interest payment of 10.0% on a monthly basis, the additional Accrued Interest Amount having the same conversion price equal to the market price of the shares of Metalla at the time of conversion;

vii. incurring an amendment fee of C$0.1 million and any outstanding costs and expenses are to be paid by Metalla; and

viii. updated the ‎‎existing security arrangements to ‎include security to be provided by Nova and certain other subsidiaries of Metalla and Nova for the ‎A&R Loan Facility.

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6. LOANS PAYABLE (cont'd…)

On December 1, 2023, following the changes to the A&R Facility and the drawdown of the C$12.2 million, the Derivative Loan Liabilities were remeasured and were assigned a fair value of $0.9 million, and the debt portion of the Principal Amount was assigned a fair value of $11.2 million for a total face value of $12.1 million (C$16.4 million). The debt portion, including any directly attributable transaction costs and fees will be accounted for at amortized cost using the implied effective interest rate of 14.6%. The Accrued Interest Amount and the Accrued Fees Amount under the A&R Loan Facility are both accounted for as loans payable which were initially valued at fair value and subsequently measured at amortized cost and are included in the total A&R Loan Facility balance.

The Derivative Loan Liabilities were remeasured at March 31, 2024, and were assigned a fair value of $0.4 million (December 31, 2023 - $0.6 million) and were calculated at March 31, 2024, and December 31, 2023, using a convertible debt and swaption pricing model with the following major market inputs and assumptions:

On February 20, 2024, Beedie elected to convert C$1.5 million of the Accrued Interest Amount into Common Shares at a conversion price of C$3.49 per share, being the closing price of the shares of Metalla on the TSX-V on February 20, 2024, for a total of 429,800 Common Shares which were issued on March 19, 2024.

As at March 31, 2024, under the A&R Loan Facility, the Company had C$16.4 million outstanding from the Principal Amount with a conversion price of C$6.00 per share, C$1.1 million outstanding from the Accrued Interest Amount with a conversion price equal to the market price of the shares of Metalla at the time of conversion, C$0.8 million outstanding from the Accrued Fees Amount which is not convertible into Common Shares, and had C$30.9 million available under the A&R Loan Facility with the conversion price to be determined on the date of any future advances.

For the three months ended March 31, 2024, the Company recognized finance charges of $0.1 million (March 31, 2023 - less than $0.1 million) related to costs associated with the A&R Loan Facility, including standby fees on the undrawn portion of the A&R Loan Facility, as well as set up and other associated costs.

The Company adopted an amendment to IAS 1 effective January 1, 2024, which require the A&R Loan Facility to be presented as a current liability rather than a non-current liability. See Note 2(c) for more information.

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6. LOANS PAYABLE (cont'd…)

Castle Mountain Loan

In connection with the Castle Mountain acquisition in October 2021, the Company entered into a $5.0 million loan agreement (the "Castle Mountain Loan") with the arm's length seller bearing interest at a rate of 4.0% per annum until fully repaid on June 1, 2023. On March 30, 2023, the Company signed an amendment to extend the maturity date of the Castle Mountain Loan from June 1, 2023, to April 1, 2024.  As part of the amendment, on March 31, 2023, the Company paid the $0.3 million accrued interest on the loan, effective April 1, 2023, the interest rate increased to 12.0% per annum, and the principal and accrued interest will be repaid no later than April 1, 2024. On July 7, 2023, the Company paid all accrued interest due at the time on the Castle Mountain Loan and made a principal repayment of $4.3 million and as at March 31, 2024, had a total of $0.7 million of principal and accrued interest owing on the Castle Mountain Loan.

Subsequent to period end, on April 1, 2024, the Company made a payment of $0.7 million to fully repay and settle all of the accrued interest and outstanding principal on the Castle Mountain Loan.

7. REVENUE

The Company operates in one industry and has one reportable segment, which is reviewed by the chief operating decision maker.

8. GENERAL AND ADMINISTRATIVE EXPENSES

 

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9. INCOME TAXES

Income tax expense differs from the amount that would result from applying Canadian income tax rates to earnings before income taxes. These differences result from the following items:

10. SHARE CAPITAL

Authorized share capital consists of an unlimited number of Common Shares without par value.

(a) Issued Share Capital

As at March 31, 2024, the Company had 91,448,659 Common Shares issued and outstanding (December 31, 2023 - 90,877,231).

During the three months ended March 31, 2024, the Company:

• issued 429,800 Common Shares related to the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 6); and
• issued 141,628 Common Shares related to the vesting of RSUs and the exercise of stock options.

During the year ended December 31, 2023, the Company:

• issued 944,396 Common Shares in the at-the-market offerings at an average price of $4.90 per share for gross proceeds of $4.6 million, with aggregate commissions paid or payable to the agents of $0.1 million and other share issue costs of $0.4 million, resulting in aggregate net proceeds of $4.1 million;
• issued 34,943,542 Common Shares related to the acquisition of Nova (Note 4);
• issued 1,406,182 Common Shares for the acquisition of royalties and other interests (Note 4);
• issued 2,835,539 Common Shares related to a subscription agreement to complete a C$15.0 ‎million ‎equity placement at an average price of C$5.29 per share;
• issued 545,702 Common Shares related to the conversion of a portion of the Third Drawdown from the A&R Loan Facility (Note 6); and
• issued 733,993 Common Shares related to the vesting of RSUs and the exercise of stock options.

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10. SHARE CAPITAL (cont'd…)

(b) Stock Options

The Company has adopted a stock option plan approved by the Company's shareholders. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for RSUs. The plan allows for a cash-less broker exercise, or a net exercise on some of the Company's stock options upon vesting, both of which are subject to approval from the Company's Board of Directors. The vesting terms, if any, are determined by the Company's Board of Directors at the time of the grant.

The continuity of stock options for the three months ended March 31, 2024, was as follows:

(1) During the three months ended March 31, 2024, 169,196 stock options were exercised on a net exercise basis with a total of 99,319 Common Shares issued for the exercise (2023 - 581,226 and 264,988, respectively).

During the three months ended March 31, 2024, the Company did not grant any stock options. During the year ended December 31, 2023, the Company granted 922,500 stock options with a weighted-average exercise price of C$4.05 and a fair value of $1.1 million or $1.24 per option. The fair value of the stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows: (i) risk free interest rate of 3.71%; (ii) expected dividend yield of 0%; (iii) expected stock price volatility of 53%; (iv) expected life of 3.25 years; and (v) forfeiture rate of 0%.

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10. SHARE CAPITAL (cont'd…)

For the three months ended March 31, 2024, in accordance with the vesting terms of the stock options granted, the Company recorded charges to share-based payments expense of $0.2 million (March 31, 2023 - $0.4 million), with offsetting credits to reserves. As at March 31, 2024, the weighted average remaining life of the stock options outstanding was 1.93 years (December 31, 2023 - 2.17 years). The Company's outstanding and exercisable stock options as at March 31, 2024, and their expiry dates are as follows:

(c) Restricted Share Units

The Company has adopted an RSU plan approved by the Company's shareholders. The maximum number of RSUs that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for stock options. The vesting terms are determined by the Company's Board of Directors at the time of issuance, the standard vesting terms have one-half vest in one year and one-half vest in two years. The continuity of RSUs for the three months ended March 31, 2024, was as follows:

For the three months ended March 31, 2024, in accordance with the vesting terms of the RSUs granted, the Company recorded charges to share-based payments expense of $0.3 million (March 31, 2023 - $0.5 million), with offsetting credits to reserves.

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11. RELATED PARTY TRANSACTIONS AND BALANCES

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

As at March 31, 2024, the Company had less than $0.1 million (December 31, 2023 - $0.6 million) due to directors and management related to remuneration and expense reimbursements, which have been included in accounts payable and accrued liabilities. As at March 31, 2024, the Company had $Nil (December 31, 2023 - $Nil) due from directors and management.

12. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant Non-Cash Investing and Financing Activities

During the three months ended March 31, 2024, the Company:

a) issued 429,800 Common Shares, valued at $1.1 million, for the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 6);

b) reallocated $0.3 million from reserves for 42,309 RSUs that settled; and

c) reallocated $0.4 million from reserves for 169,196 stock options exercised.

During the year ended December 31, 2023, the Company:

a) issued 545,702 Common Shares, valued at $3.3 million, for the conversion of a portion of the Third Drawdown (Note 6);

b) issued 34,943,542 Common Shares, valued at $112.1 million, for the acquisition of Nova (Note 4);

c) issued 466,827 Common Shares, valued at $2.1 million, for the acquisition of the Lama royalties (Note 4);

d) issued 939,355 Common Shares, valued at $4.2 million, for the acquisition of the Alamos royalty portfolio (Note 4);

e) reallocated $2.2 million from reserves for 270,704 RSUs that settled; and

f) reallocated $0.9 million from reserves for 779,527 stock options exercised.

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13. FINANCIAL INSTRUMENTS

The Company classified its financial instruments as follows:

Fair value

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

a) Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

b) Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

c) Level 3 - Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Cash, accounts receivables (royalty, derivative royalty, and stream receivables, and other receivables), and accounts payable (trade and other payables), are carried at amortized cost. Their carrying value approximated their fair value because of the short-term nature of these instruments or because they reflect amounts that are receivable to the Company without further adjustments. Marketable securities are carried at fair value and are classified within Level 1 of the fair value hierarchy. There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2024, and the year ended December 31, 2023.

Loans payable and acquisition payables are carried at amortized cost. The fair values of the Company's loans payable are approximated by their carrying values as the interest rates are comparable to market interest rates. The derivative loan liabilities are carried at fair value and were valued using a swaption model, with inputs that are not observable (Note 6). Therefore, the derivative loan liabilities are classified within Level 3 of the fair value hierarchy. 

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13. FINANCIAL INSTRUMENTS (cont'd…)

Capital risk management

The Company's objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company's ability to continue as a going concern. The capital of the Company consists of share capital. The Board of Directors does not establish a quantitative return on capital criteria for management. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company may issue new shares in order to meet its financial obligations. The management of the Company believes that the capital resources of the Company as at March 31, 2024, are sufficient for its present needs for at least the next twelve months. The Company is not subject to externally imposed capital requirements.

Credit risk

Credit risk arises from cash deposits, as well as credit exposures to counterparties of outstanding receivables and committed transactions. There is no significant concentration of credit risk other than cash deposits. The Company's cash deposits are primarily held with a Canadian chartered bank. Receivables include value added tax due from the Canadian government. The carrying amount of financial assets recorded in the financial statements represents the Company's maximum exposure to credit risk. The Company believes it is not exposed to significant credit risk and overall, the Company's credit risk has not declined from the prior year.

Liquidity risk

The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings of cash, and its committed liabilities. The maturities of the Company's loan liabilities are disclosed in Note 4 and Note 6. All current liabilities with the exception of the convertible loan facility are settled within one year. The convertible loan facility has been disclosed as a current liability upon the adoption of the amendments to IAS 1 (see Note 2(c)), however any settlement of the liability within the next twelve months would be upon conversion into Common Shares and is not expected to be settled in cash within the next twelve months.

Currency risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company primarily operates in Canada, Australia, Argentina, Mexico, and the United States and incurs expenditures in currencies other than United States dollars. Thereby, the Company is exposed to foreign exchange risk arising from currency exposure. The Company has not hedged its exposure to currency fluctuations. Based on the above net exposure, as at March 31, 2024, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, Argentinian peso, and Mexican peso would result in an increase/decrease in the Company's pre-tax income or loss of approximately $0.1 million.

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14. COMMITMENTS

As at March 31, 2024, the Company had the following contractual obligations:

(1) Payments required to be made on the A&R Loan Facility based on the closing balance as at March 31, 2024, and assuming no conversion until maturity date.

In addition to the commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that have not been met as of March 31, 2024.

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Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Brett Heath, Chief Executive Officer of Metalla Royalty & Streaming Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Metalla Royalty & Streaming Ltd. (the "issuer") for the interim period ended March 31, 2024.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred ‎during the period ‎beginning on January 1, 2024 ‎and ended on March 31, 2024 that has ‎materially affected, or is reasonably likely to ‎materially affect, the issuer's ICFR. ‎

Date: May 15, 2024

"Brett Heath"

Brett Heath

President and Chief Executive Officer

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Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Saurabh Handa, Chief Financial Officer of Metalla Royalty & Streaming Ltd., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Metalla Royalty & Streaming Ltd. (the "issuer") for the interim period ended March 31, 2024.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred ‎during the period beginning on January 1, 2024 ‎and ended on March 31, 2024 that has ‎materially affected, or is reasonably likely to materially affect, the issuer's ICFR. ‎

Date: May 15, 2024

"Saurabh Handa"

Saurabh Handa

Chief Financial Officer

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MANAGEMENT'S DISCUSSION & ANALYSIS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2024

 

 

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GENERAL

This management's discussion and analysis ("MD&A") for Metalla Royalty & Streaming Ltd. (the "Company" or "Metalla") is intended to help the reader understand the significant factors that have affected Metalla and its subsidiaries performance and such factors that may affect its future performance. This MD&A, which has been prepared as of May 14, 2024, should be read in conjunction with the Company's condensed interim consolidated financial statements for the three months ended March 31, 2024, and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), applicable to the preparation of interim financial statements including International Accounting Standard 34 - Interim Financial Reporting. Readers are encouraged to consult the Company's audited annual consolidated financial statements for the year ended December 31, 2023, and the corresponding notes to the financial statements, and the related annual MD&A.

Additional information relevant to the Company is available for viewing on SEDAR+ at www.sedarplus.ca and on the EDGAR section of the SEC website at www.sec.gov.

INDEX

Company Overview	3
Company Highlights	3
Portfolio of Royalties and Streams	4
Outlook	13
Summary of Quarterly Results	14
Results of Operations	15
Liquidity and Capital Resources	15
Transactions with Related Parties	19
Off-Balance Sheet Arrangements	19
Proposed Transactions	19
Commitments	20
Financial Instruments	21
Non-IFRS Financial Measures	23
Critical Accounting Estimates and Judgments	25
Disclosure Controls and Internal Controls Over Financial Reporting	25
Risk Factors	26
Qualified Persons	27
Technical and Third-Party Information	27
Cautionary Statement on Forward-Looking Statements	27

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COMPANY OVERVIEW

Metalla is a precious and base metals royalty and streaming company that is focused on acquiring gold, silver, and copper metal purchase agreements, Net Smelter Return ("NSR") royalties, Gross Value Return ("GVR") royalties, Net Profit Interests ("NPI"), Gross Proceeds ("GP") royalties, Gross Overriding Return ("GOR") royalties, Price Participation ("PP") royalties, Net Proceeds ("NP") royalties, and non-operating interests in mining projects that provide the right to the holder of a percentage of the gross revenue from metals produced from the project or a percentage of the gross revenue from metals produced from the project after deducting specified costs, if any, respectively. The Company's common shares ("Common Shares") are listed on the TSX Venture Exchange ("TSX-V") under the symbol "MTA" and on the NYSE American ("NYSE") under the symbol "MTA". The head office and principal address is 501 - 543 Granville Street, Vancouver, British Columbia, Canada.

COMPANY HIGHLIGHTS

During the three months ended March 31, 2024, the Company:

• Received or accrued payments on 624 (three months ended March 31, 2023 - 927) attributable Gold Equivalent Ounces ("GEOs") at an average realized price of $2,069 (three months ended March 31, 2023 - $1,836) and an average cash cost of $8 (three months ended March 31, 2023 - $5) per attributable GEO (see Non-IFRS Financial Measures);

• Recognized revenue from royalty and stream interests, including fixed royalty payments, of $1.3 million (three months ended March 31, 2023 - $1.0 million), net loss of $1.7 million (three months ended March 31, 2023 - $1.4 million), and Adjusted EBITDA of $0.1 million (three months ended March 31, 2023 - $0.6 million) (see Non-IFRS Financial Measures);

• Generated operating cash margin of $2,061 (three months ended March 31, 2023 - $1,831) per attributable GEO from the Wharf, El Realito, Aranzazu, La Encantada, the New Luika Gold Mine ("NLGM") stream held by Silverback Ltd. ("Silverback"), and other royalty interests (see Non-IFRS Financial Measures); and

• On February 20, 2024, Beedie Investments Ltd. ("Beedie") elected to convert C$1.5 million of the Accrued Interest Amount (as defined below) into Common Shares at a conversion price of C$3.49 per share, being the closing price of the shares of Metalla on the TSX-V on February 20, 2024, for a total of 429,800 Common Shares which were issued on March 19, 2024.

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PORTFOLIO OF ROYALTIES AND STREAMS

As at the date of this MD&A, the Company owned 102 royalties, streams, and other interests. Five of the royalties and streams are in the production stage, forty-two are in the development stage, and the remainder are in the exploration stage.

Notes:

⁽¹⁾ Au: gold; Ag: silver; Cu: copper; Zn: zinc; and Pb: lead.

⁽²⁾ Kt: kilotonnes; Mt: million tonnes; g/t: grams per tonne; oz: ounces; Koz: kilo ounces; Moz: million ounces; Ktpa: kilotonnes per annum; Mtpa: million tonnes per annum; and tpd: tonnes per day.

⁽³⁾ A$: Australian Dollar.

⁽⁴⁾ See the Company's website at https://www.metallaroyalty.com/ for the complete list and further details.

Producing Assets

As at the date of this MD&A, the Company owned an interest in production from the following properties that are in the production stage:

Property		Operator		Location		Metal		Terms
Wharf		Coeur Mining		South Dakota, USA		Au		1.0% GVR
New Luika		Shanta Gold		Tanzania		Au, Ag		15% Ag Stream
El Realito		Agnico Eagle Mines		Sonora, Mexico		Au, Ag		2.0% NSR(1)
La Encantada		First Majestic Silver		Coahuila, Mexico		Au		100% GVR(2)
Aranzazu		Aura Minerals Inc.		Mexico		Cu-Au-Ag		1.0% NSR

(1) Subject to partial buy-back and/or exemption.

(2) 100% gross value royalty on gold produced at the La Encantada mine limited to 1.0 Koz annually.

Below are updates during the three months ended March 31, 2024, and subsequent period to certain production stage assets, based on information publicly filed by the applicable project owner:

La Encantada

On April 16, 2024, First Majestic Silver Corp. ("First Majestic") announced production of 33 oz of gold and 0.5 Moz of silver from La Encantada in the first quarter of 2024. First Majestic also announced a recent water well was drilled identifying a significant water resource to combat drought conditions at the mine site. First Majestic anticipates improved ore throughput rates in Q2, projected to return to historic levels in Q3.

Metalla accrued 48 GEOs from La Encantada for the first quarter of 2024.

Metalla holds a 100% GVR royalty on gold produced at the La Encantada mine limited to 1.0 Koz annually.

El Realito

On April 25, 2024, Agnico Eagle Mines Ltd. ("Agnico") reported that gold production from La India totaled 10.6 Koz for the first quarter of 2024. Agnico also reiterated its previously provided 2024 guidance, which it had disclosed on February 15, 2024, for La India of 25-30 Koz gold. Agnico stated that production is expected to come from residual leaching of the heap leach pads and is expected to continue through year-end 2024.

Metalla accrued 177 GEOs from El Realito for the first quarter of 2024.

Metalla holds a 2.0% NSR royalty on the El Realito deposit which is subject to a 1.0% buyback right for $4.0 million.

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Wharf

On May 1, 2024, Coeur Mining Inc. ("Coeur") reported 2024 first quarter production of 20.4 Koz gold and continues to reiterate the full year guidance for 2024 at Wharf of 86 - 96 Koz gold. Exploration efforts in 2024 will aim to add additional mineral reserves at Wharf through expansion and infill drilling at the Juno deposit.

Metalla accrued 173 GEOs from Wharf for the first quarter of 2024.

Metalla holds a 1.0% GVR royalty on the Wharf mine.

Aranzazu

On April 8, 2024, Aura Minerals Inc. (“Aura”) announced the first quarter 2024 production at Aranzazu totaled 25,001 GEOs (as defined by Aranzazu), while continuing to reiterate 2024 guidance for Aranzazu, which it had disclosed on February 20, 2024, of 94-108 Koz GEOs (as defined by Aranzazu). Additionally, in their corporate presentation dated March 2024, Aura stated a 29,400-meter drilling campaign is underway testing the continuity of the GH and Cabrestante connection with the goal of increasing mineral reserves and resources, along with drilling in El Cobre and Aranzazu extensions. On April 1, 2024, Aura announced a total of 24,841 meters of drilling were completed at Aranzazu, with the aim to convert known inferred resources to indicated.

Metalla accrued 200 GEOs from Aranzazu for the first quarter of 2024.

Metalla holds a 1.0% NSR royalty on the Aranzazu mine.

New Luika

On April 25, 2024, Shanta Gold Limited ("Shanta") reported that it produced 13.0 Koz of gold and 20.7 Koz of silver at NLGM in Tanzania in the first quarter of 2024. Shanta also reiterated their 2024 guidance, which it disclosed on January 22, 2024, for NLGM of 70 - 74 Koz of gold.

Metalla accrued 26 GEOs from NLGM for the first quarter of 2024.

Metalla holds a 15% interest in Silverback, whose sole business is receipt and distribution of a 100% silver stream on NLGM at an ongoing cost of 10% of the spot silver price.

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Development Stage Assets

As at the date of this MD&A, the Company owned a royalty or stream interest from the following properties that are in the development stage:

Property		Operator		Location		Metal		Terms
Akasaba West		Agnico Eagle Mines		Val d'Or, Quebec		Au, Cu		2.0% NSR(1)
Amalgamated Kirkland		Agnico Eagle Mines		Kirkland Lake, Ontario		Au		0.45% NSR
Aureus East		Aurelius Minerals		Halifax, Nova Scotia		Au		1.0% NSR
Big Springs		Warriedar Resources		Nevada, USA		Au		2.0% NSR(2)
Castle Mountain		Equinox Gold		California, USA		Au		5.0% NSR
CentroGold		BHP		Maranhao, Brazil		Au		1.0%-2.0% NSR(6)
Copper World Complex		Hudbay Minerals Inc.		USA		Cu-Mo-Ag		0.315% NSR(3)
COSE(11)		Patagonia Gold		Santa Cruz, Argentina		Au, Ag		1.5% NSR
Côté and Gosselin		IAMGOLD/Sumitomo		Gogama, Ontario		Au		1.35% NSR
Del Toro		First Majestic Silver		Zacatecas, Mexico		Ag, Au		2.0% NSR
Dumont		Waterton		Canada		Ni-Co		2.0% NSR(1)
Endeavor(11)		Polymetals Resources		NSW, Australia		Zn, Pb, Ag		4.0% NSR
Esperanza		Zacatecas Silver		Morelos, Mexico		Ag		20% Ag Stream(5)
Fifteen Mile Stream ("FMS")		St. Barbara		Halifax, Nova Scotia		Au		1.0% NSR
FMS (Plenty Deposit)		St. Barbara		Halifax, Nova Scotia		Au		3.0% NSR(1)
Fosterville		Agnico Eagle Mines		Victoria, Australia		Au		2.5% GVR
Garrison		STLLR Gold		Kirkland Lake, Ontario		Au		2.0% NSR
Hoyle Pond Extension		Newmont Corporation		Timmins, Ontario		Au		2.0% NSR(1)
Joaquin(11)		Pan American Silver		Santa Cruz, Argentina		Au, Ag		2.0% NSR
Josemaria		Lundin Mining		Argentina		Cu-Au-Ag		0.08% NPI(3)(4)
La Fortuna		Minera Alamos		Durango, Mexico		Au, Ag, Cu		3.5% NSR(7)
La Guitarra		Sierra Madre Gold		Mexico State, Mexico		Ag		2.0% NSR(1)
La Joya		Silver Dollar		Durango, Mexico		Ag, Cu, Au		2.0% NSR
La Parrilla		Silver Storm Mining		Durango, Mexico		Au, Ag		2.0% NSR
Lama		Barrick Gold Corp		San Juan, Argentina		Au		2.5% GPR(8)
Lama		Barrick Gold Corp		San Juan, Argentina		Cu		0.25% NSR(9)
Lac Pelletier		Maritime Resources		Noranda, Quebec		Au		1.0% NSR
North AK		Agnico Eagle Mines		Kirkland Lake, Ontario		Au		0.45% NSR
NuevaUnión		Newmont and Teck		Atacama, Chile		Au, Cu		2.0% NSR
Plomosas		GR Silver		Sinaloa, Mexico		Ag		2.0% NSR(1)
Saddle North		Newmont Corporation		Canada		Cu-Au-Ag		0.25% NSR(3)
San Luis		SSR Mining		Peru		Au, Ag		1.0% NSR
San Martin		First Majestic Silver		Jalisco, Mexico		Ag, Au		2.0% NSR
Santa Gertrudis		Agnico Eagle Mines		Sonora, Mexico		Au		2.0% NSR(1)
Taca Taca		First Quantum		Argentina		Cu-Au-Mo		0.42% NSR(1)
Timmins West Extension		Pan American Silver		Timmins, Ontario		Au		1.5% NSR(1)
Tocantinzinho		G Mining Ventures		Para, Brazil		Au		0.75% GVR
Twin Metals		Antofagasta PLC		USA		Cu-Ni		2.4% NSR
Vizcachitas		Los Andes Copper		Chile		Cu-Mo		0.98%; 0.49% NSR(10)
Wasamac		Agnico Eagle Mines		Rouyn-Noranda, Quebec		Au		1.5% NSR(1)
West Wall		Anglo/Glencore		Chile		Cu-Au-Mo		1.0% NPR
Zaruma		Pelorus Minerals		Ecuador		Au		1.5% NSR

(1) Subject to partial buy-back and/or exemption.

(2) Subject to fixed royalty payments.

(3) Subject to a right of first refusal to acquire an additional portion of the royalty.

(4) Subject to closing conditions.

(5) Subject to cap on payments.

(6) 1.0% NSR royalty on the first 500 Koz, 2.0% NSR royalty on next 1Moz, and 1.0% NSR royalty thereafter.

(7) 2.5% NSR royalty capped at $4.5 million, 1.0% NSR royalty uncapped.

(8) 2.5% GP royalty on first 5Moz gold, 3.75 GVR royalty thereafter.

(9) 0.25% NSR royalty on all metals except gold and silver, escalates to 3.0% based on cumulative net smelter returns from the royalty area.

(10) 0.98% NSR royalty on open pit operations and 0.49% NSR royalty on underground operations.

(11) The mine was previously classified as production, however it was placed on care and maintenance, as such the Company has reclassified it to development stage properties.

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Below are updates during the three months ended March 31, 2024, and subsequent period to certain development stage assets, based on information publicly filed by the applicable project owner:

Côté-Gosselin

In a news release dated March 31, 2024, IAMGOLD Corporation ("IAMGOLD") announced the first gold pour at Côté with commissioning activities progressing well and within expectations, including performance achieved in the crushing, HPGR and processing circuits. IAMGOLD stated that the next step at Côté is to focus on the ramp up on the operation to commercial production in the third quarter towards the goal of exiting the year at a 90% throughput rate. IAMGOLD also stated that production guidance from Côté in 2024 is unchanged at 220 - 290 Koz gold.

On its news release dated February 15, 2024, IAMGOLD also announced that the Gosselin Mineral Resource estimate increased, for a total of 4.4 million Indicated Resource gold ounces in 161.3 million tonnes at 0.85 g/t Au, and 3.0 million Inferred Resource gold ounces in 123.9 Mt at 0.75 g/t Au. Technical studies are planned to advance metallurgical testing, conduct mining and infrastructure study to review options for the potential inclusion of Gosselin into the future Côté life of mine plan. IAMGOLD announced planned exploration expenditures at Gosselin of $5.0 million on a resource delineation drilling program and in their corporate presentation dated February 2024, IAMGOLD also stated that it expects to complete 35,000 meters of exploration drilling at Gosselin in 2024. Please see Figure 1 for the Côté and Gosselin Longitudinal Section outlining the current extent of mineral resources and opportunities for resource expansion.

Figure 1: Gosselin Composite Longitudinal Section (Source: IAMGOLD press release dated February 15, 2024)

Metalla holds a 1.35% NSR royalty that covers less than 10% of the Côté Reserves and Resources estimate and covers all of the Gosselin Resource estimate.

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Taca Taca

On April 24, 2024, First Quantum Minerals Ltd. ("First Quantum") stated in their Q1 2024 MD&A that the Environmental and Social Impact Assessment for the Taca Taca project continues to be reviewed by the Salta Province Secretariat of Mining. First Quantum remains optimistic the approval will be received in 2024. First Quantum also noted the Argentinian President, Javier Milei, has pushed a new bill to congress offering special incentives for large investments in certain sectors including mining.

Metalla holds a 0.42% NSR royalty on Taca Taca subject to a buyback based on the amount of proven reserves in a feasibility study multiplied by the prevailing market prices of all applicable commodities.

Fosterville

On February 15, 2024, Agnico reported the results of the 2023 drill program completed at the Fosterville mine. Significant highlights within the Phoenix area include 69.1 g/t gold over 3.7 meters including 120 g/t gold over 2.1 meters in the Cardinal structure. Also, within the Phoenix area, a highlight drill hole in the newly identified mineralized trend named the Peregrine Zone intersected 17.3 g/t gold over 8.3 meters.  Please see Figure 2 for an estimate of the royalty boundary proximity to mineralization on Agnico's Fosterville Longitudinal section.

In 2024, Agnico also stated it expects to spend $10.9 million for 38,700 meters of drilling focused on extensions of mineral reserves and mineral resources at Lower Phoenix and Robbins Hill. An additional $11.7 million is budgeted for 36,500 meters of drilling to test new geological targets, including underground extensional exploration at Harrier.

Figure 2: Fosterville Composite Longitudinal Section (Source: Agnico press release dated February 15, 2024)

Metalla holds a 2.5% GVR royalty on the northern and southern extensions of the Fosterville mining license and other areas in the land package.

Endeavor

On April 11, 2024, Polymetals Resources Inc. ("Polymetals") announced that ongoing optimization of the Endeavor mine plan has identified additional ore sources that may be added to the ore reserves. In addition, project financing and strategic partnership discussions are progressing for the development of the mine.

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On October 16, 2023, Polymetals released a robust mine restart study at Endeavor. Polymetals declared an initial 10-year mine life producing 9.8 Moz silver, 210 kt zinc and 62 kt lead over life of mine with first concentrate production targeted for H2-2024. The study produced A$201 million in pre-tax net present value at an 8% discount rate and an internal rate of return of 91%, with expenditures estimated to be A$23.7 million.

Metalla holds a 4.0% NSR royalty on lead, zinc and silver produced from Endeavor.

Amalgamated Kirkland and North AK

On April 25, 2024, Agnico announced production for the Near Surface deposit continued in the first quarter of 2024, while the development for the AK deposit is on track for initial production in the fourth quarter of 2024. Infill drilling at the AK deposit intersected a highlight intercept of 11.8 g/t gold over 5.0 meters in the eastern shallow portion of the AK deposit.

On February 15, 2024, Agnico announced that production from the Near Surface deposits is planned to be processed at the Macassa mill in the first half of 2024 and at the La Ronde Zone 5 mill in the second half of 2024. Production from the AK deposit, which is expected to begin in the second half of 2024 is planned to be processed at the La Ronde facility. Production from the two deposits is forecast by Agnico to be ~19 Koz in 2024 and between 35 - 50 Koz gold from 2025 to 2028 and Agnico believes that the AK area remains prospective for future mineral resource growth. Additionally, Agnico reported an updated Mineral Reserve estimates of 160 Koz of Probable Reserves at 6.69 g/t gold and updated Mineral Resource estimates of 37 Koz of Indicated Resources at 6.95 g/t gold, and 52 Koz of Inferred Resources at 5.69 g/t gold.

Metalla holds a 0.45% NSR royalty on the Amalgamated Kirkland and North AK properties.

Tocantinzinho

On April 11, 2024, G Mining Ventures Corp. ("G Mining") reported the Tocantinzinho project is 87% complete and remains on track and on budget for commercial production in H2-2024. G Mining also stated that pre-production activities have exceeded 50 kt per day with a total of 11.4 Mt of material having been excavated from the starter pit, and commissioning activities commenced in April, starting with the primary crusher and ore reclaim system. 

Metalla holds a 0.75% GVR royalty on Tocantinzinho.

Wasamac

On April 25, 2024, Agnico reported that stakeholder engagement initiatives continue to advance, while assessing the optimal mining rate and processing options for Wasamac. On February 15, 2024, Agnico reported the results of the 2023 infill and conversion drilling completed at Wasamac with highlight intercepts of 4.9 g/t gold over 13.4 meters, 2.8 g/t gold over 18.8 meters and 4.4 g/t gold over 3.9 meters in the main zone. At the Wildcat zone, significant highlights include 3.6 g/t gold over 20.6 meters and 5.6 g/t golds over 4.1 meters. Agnico plans to spend $2.8 million for 16,700 meters of drilling at Wasamac in 2024 and continues to assess various scenarios to define the optimal mining rate and milling strategy for Wasamac.

Metalla holds a 1.5% NSR royalty on the Wasamac project subject to a buyback of 0.5% for C$7.5 million.

Castle Mountain

On May 8, 2024, Equinox Gold Corp. ("Equinox") reported in their Q1 2024 MD&A that a surface exploration program of geological mapping and channel sampling at Castle Mountain is expected to commence in Q3 2024, with the primary goal to sample previously identified mineralization exposed on surface such that data can be used in future mineral resource estimation. Equinox also reported that the mine permitting amendment plan was submitted to the lead county and BLM agencies which reviewed the plan for completeness in early 2023. Equinox received the BLM determination that the plan was complete in Q1 2024. Work on the preliminary draft Environmental Impact Statement will occur throughout 2024 and 2025 upon creation of a memorandum of understanding with the BLM, San Bernardino County and Castle Mountain.

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Metalla holds a 5.0% NSR royalty on the South Domes area of the Castle Mountain mine.

Akasaba West

On April 25, 2024, Agnico announced Akasaba West achieved commercial production on February 1, 2024. Akasaba West is expected to provide flexibility at the Goldex complex, contributing 1,750 tpd grading 0.84 g/t gold and 0.48% copper. On February 15, 2024, Agnico announced that Akasaba West is expected to contribute approximately 12 Koz of gold and 2.3 Kt of copper per year.

Metalla holds a 2.0% NSR royalty on the Akasaba West project subject to a 210 Koz gold exemption.

La Guitarra

On February 8, 2024, Sierra Madre Gold & Silver Ltd ("Sierra Madre") provided an update on development progress at La Guitarra, including positive progress on a mine restart study which is due for completion in the second quarter of 2024. In addition, Sierra Madre received a renewal of an explosives permit and all other operating permits remain current and in good standing. The mine restart study will focus on an initial production level of 350 tonnes per day with an evaluation of increasing the circuit to greater than 500 tpd. On May 8, 2024, Sierra Madre announced that First Majestic had provided them a $5.0 million loan to be used for lead orders for critical mining equipment, processing facility upgrades, mill repairs, full staffing arrangements, and final underground development readied for operational restart.

Metalla holds a 2.0% NSR Royalty on La Guitarra, subject to a 1.0% buyback for $2.0 million. 

La Parrilla

Through multiple press releases dated December 5, 2023, January 4, 2024, January 29, 2024, and February 22, 2024, Silver Storm Mining Ltd. ("Silver Storm") released highlighted intercepts from drilling at La Parrilla of 500 g/t AgEq over 14.8 meters, 1,810 g/t AgEq over 14.6 meters, 1000 g/t AgEq over 5.25 meters and 911 g/t AgEq over 13.05 meters, respectively.

Silver Storm also announced its plan to release a technical study and mine plan to support future restart of mining and processing with a target of mid-2025.

Metalla holds a 2.0% NSR royalty on La Parrilla.

Fifteen Mile Stream

On April 24, 2024, St. Barbara Limited ("St. Barbara") reported that significant progress was made in updating the environmental and social impact studies for Fifteen Mile Stream, with community consultations progressing. On October 10, 2023, St. Barbara reported results of an updated Pre-Feasibility Study ("PFS") for Fifteen Mile Stream. The PFS proposes an eleven-year mine life producing an average of 55-60 Koz per annum at a cash cost of $992/oz. St. Barbara has stated that development could begin as early as 2026.

Metalla holds a 1.0% NSR royalty on the Fifteen Mile Stream project, and 3.0% NSR royalty on the Plenty and Seloam Brook deposits.

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Exploration Stage Assets

As at the date of this MD&A, the Company owned a royalty or stream interest in a large portfolio of properties that are in the exploration stage including:

Property		Operator		Location		Metal		Terms
Anglo/Zeke		Nevada Gold Mines		Nevada, USA		Au		0.5% GOR
Bancroft		Transition Metals Corp.		Canada		Ni-Cu-PGM		1.0% NSR
Beaudoin		Explor Resources		Timmins, Ontario		Au, Ag		0.4% NSR
Big Island		Voyageur Mineral Explorers		Flin Flon, Manitoba		Au		2.0% NSR
Bint Property		Glencore		Timmins, Ontario		Au		2.0% NSR
Biricu		Minaurum Gold		Guerrero, Mexico		Au, Ag		2.0% NSR
Boulevard		Independence Gold		Dawson Range, Yukon		Au		1.0% NSR
Caldera		Not Applicable		Nevada, USA		Au		1.0% NSR
Camflo Mine		Agnico Eagle Mines		Val d'Or, Quebec		Au		1.0% NSR
Capricho		Solaris Resources		Peru		Au, Ag		1.0% NSR
Carlin East		Ridgeline Minerals		Nevada, USA		Au		0.5% NSR(3)
Colbert/Anglo		Newmont		Timmins, Ontario		Au		2.0% NSR
Copper King		Pacific Empire Minerals		Canada		Cu-Au		1.0% NSR
DeSantis Mine		Canadian Gold Miner		Timmins, Ontario		Au		1.5% NSR
Detour DNA		Agnico Eagle Mines		Cochrane, Ontario		Au		2.0% NSR
Dundonald		Class 1 Nickel		Canada		Ni		1.25% NSR
Edwards Mine		Alamos Gold		Wawa, Ontario		Au		1.25% NSR
Elephant Head		Canadian Gold Miner		Canada		Au		1.0% NSR(2)
Fenn Gibb South		Mayfair Gold		Timmins, Ontario		Au		1.4% NSR
Fortuity 89		Not Applicable		Nevada, USA		Au		2.0% NSR
Golden Brew		Highway 50 Gold		Nevada, USA		Au		0.5% NSR
Golden Dome		Warriedar Resources		Nevada, USA		Au		2.0% NSR(3)
Goodfish Kirana		Kirkland Gold Discoveries		Kirkland Lake, Ontario		Au		1.0% NSR
Green Springs		Orla Mining		Nevada, USA		Au		2.0% NSR
Homathko		Transition Metals Corp.		Canada		Au		1.0% NSR
Hot Pot/Kelly Creek		Nevada Exp.		Nevada, USA		Au		1.5% NSR(2)(3)
Island Mountain		Tuvera Exploration		Nevada, USA		Au		2.0% NSR(3)
Janice Lake		Forum Energy		Canada		Cu-Ag		1.0% NSR(2)
Jersey Valley		Not Applicable		Nevada, USA		Au		2.0% NSR
Kings Canyon		Pine Cliff Energy		Utah, USA		Au		2.0% NSR
Kirkland-Hudson		Agnico Eagle Mines		Kirkland Lake, Ontario		Au		2.0% NSR
La Luz		First Majestic		San Luis Potosi, Mexico		Ag		2.0% NSR
Los Patos		Private		Venezuela		Au		1.5% NSR
Los Tambos		Pucara Res.		Peru		Au		1.0% NSR
Maude Lake		Transition Metals Corp.		Canada		Ni-Cu-PGM		1.0% NSR
Mirado Mine		Orecap Invest Corp.		Kirkland Lake, Ontario		Au		1.0% NSR(1)
Montclerg		GFG Resources		Timmins, Ontario		Au		1.0% NSR
Northshore West		Newpath Resources Inc		Thunderbay, Ontario		Au		2.0% NSR
Nub East		Pacific Empire Minerals		Canada		Cu-Au		1.0% NSR
NWT		Pacific Empire Minerals		Canada		Cu-Au		1.0% NSR
Orion		Minera Frisco		Nayarit, Mexico		Au, Ag		2.75% NSR(4)
Pelangio Poirier		Pelangio Exploration		Timmins, Ontario		Au		1.0% NSR
Pine Valley		Nevada Gold Mines		Nevada, USA		Au		3.0% NSR
Pinnacle		Pacific Empire Minerals		Canada		Cu-Au		1.0% NSR
Pucarana		Buenaventura		Peru		Au		1.8% NSR(1)
Puchildiza		Not Applicable		Chile		Au		1.5% NSR
Red Hill		NuLegacy Gold Corp.		Nevada, USA		Au		1.5% GOR
Ronda		Platinex		Shining Tree, Ontario		Au		2.0% NSR(2)
Saturday Night		Transition Metals Corp.		Canada		Ni-Cu-PGM		1.0% NSR
Sirola Grenfell		Record Gold Corp.		Kirkland Lake, Ontario		Au		0.25% NSR
Solomon's Pillar		Private		Greenstone, Ontario		Au		1.0% NSR
Tower Mountain		Thunder Gold Corp.		Thunder Bay, Ontario		Au		2.0% NSR
TVZ Zone		Newmont		Timmins, Ontario		Au		2.0% NSR
West Matachewan		Laurion/Canadian Gold		Canada		Au		1.0% NSR(2)
Wollaston		Transition Metals Corp		Canada		Cu-Ag		1.0% NSR

(1) Option to acquire the underlying and/or additional royalty.

(2) Subject to partial buy-back and/or exemption.

(3) Subject to fixed royalty payments.

(4) Subject to closing conditions.

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Below are updates during the three months ended March 31, 2024, and subsequent period to certain exploration assets, based on information publicly filed by the applicable project owner:

Montclerg

On December 5, 2023, and January 17, 2024, GFG Resources Inc. reported highlight intercepts of 4.79 g/t gold over 12.8 meters and 3.09 g/t gold over 12.8 meters at the Montclerg deposit in Timmins, Ontario.

Metalla holds a 1.0% NSR royalty on the Montclerg property.

Camflo

On October 26, 2023, Agnico reported that the next phase of exploration drilling began at the Camflo property. On June 20, 2023, Agnico reported that it completed more than 14,000 meters of drilling, which marks the first exploration drill program since the 1.6 Moz past-producing deposit was closed in 1992. Significant results reported over multiple zones include 1.5 g/t gold over 81 meters, 3.3 g/t gold over 38.7 meters, 3.2 g/t gold over 16.2 meters, 3.7 g/t gold over 7.1 meters, and 1.6 g/t gold over 20.3 meters. The second phase of exploration drilling at Camflo will test for potential lateral extensions of mineralization and infill known zones. Agnico believes the mineralization could be mined via an open-pit and processed at the Canadian Malartic Mill, 4 Km away.

Metalla holds a 1.0% NSR royalty on the Camflo mine, located ~4km northeast of the Canadian Malartic operation.

Detour DNA

On February 15, 2024, Agnico reported underground drilling at Detour over a 2.5 km strike length west of the Detour West reserve pit margin. Highlights include 18.3 g/t gold over 12.6 meters, 7.8 g/t gold over 2.7 meters, and 6 g/t gold over 22.4 meters.

Metalla holds a 2.0% NSR royalty on the Detour DNA property which is approximately 7 km west of the Detour West reserve pit margin.

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Production and Sales from Royalties and Streams

The following table summarizes the attributable GEOs sold by the Company's royalty partners, including any amounts related to derivative royalty assets:

		Three months ended
		March 31,
		2024			2023
Attributable GEOs(1) during the period from:
Wharf		173			352
El Realito		177			168
La Encantada		48			26
Aranzazu		200			-
NLGM(3)		26			27
Higginsville(2)		-			354
Total attributable GEOs(1)		624			927

(1) For the methodology used to calculate attributable GEOs, see Non-IFRS Financial Measures.

(2) In prior periods the Higginsville PP royalty was accounted for as a derivative royalty asset, as such any payments received under this royalty were treated as a reduction in the carrying value of the asset on the statement of financial position and not shown as revenue on the Company's statement of profit and loss. However, operationally the Company was paid for the ounces sold similar to the Company's other royalty interests, therefore the results have been included here for more accurate comparability and to allow the reader to accurately analyze the operations of the Company. For additional details on the derivative royalty asset see Note 5 of the Company's consolidated financial statements for the year ended December 31, 2023. The Higginsville participation royalty reached the full 34,000 gold ounces threshold in the fourth quarter of 2023 and is no longer payable to Metalla.

(3) Adjusted for the Company's proportionate share of NLGM held by Silverback.

OUTLOOK

Primary sources of cash flows from royalties and streams for 2024 are expected to be Wharf, Aranzazu, El Realito, NLGM, Tocantinzinho, Amalgamated Kirkland, and La Encantada. In 2024, the Company expects 2,500 to 3,500 attributable GEOs ⁽¹⁾.

(1) For the methodology used to calculate attributable GEOs, see Non-IFRS Financial Measures.

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SUMMARY OF QUARTERLY RESULTS

The following table provides selected financial information for the eight most recently completed financial quarters up to March 31, 2024:

		Three months ended
		March 31,			December 31,			September 30,			June 30,
		2024			2023			2023			2023
Revenue from royalty and stream interests	$	1,255		$	1,296		$	1,359		$	959
Net loss		1,732			1,867			2,127			487
Loss per share - basic and diluted		0.02			0.03			0.04			0.01
Weighted average shares outstanding – basic		91,028,583			65,271,084			52,839,197			52,224,188
		Three months ended
		March 31,			December 31,			September 30,			June 30,
		2023			2022			2022			2022
Revenue from royalty and stream interests	$	981		$	628		$	656		$	460
Net loss		1,356			4,788			2,538			1,371
Loss per share - basic and diluted		0.03			0.11			0.06			0.03
Weighted average shares outstanding – basic		50,514,392			45,500,634			44,828,356			44,583,515

Changes in revenues, net income (loss), and cash flows on a quarter-by-quarter basis are affected primarily by changes in production levels and the related commodity prices at producing mines, acquisitions of royalties and streams, as well as the commencement or cessation of mining operations at mines the Company has under royalty and stream agreements.

A summary of material changes impacting the Company's quarterly results are discussed below:

• For the three months ended March 31, 2024, and December 31, 2023, revenue and net loss remained roughly consistent with the prior period as the primary sources of revenue remained unchanged.
• For the three months ended September 30, 2023, revenue increased compared to the prior period due to higher GEOs delivered from El Realito and La Encantada. Net loss was higher than the previous period as the prior quarter had a gain on sale of mineral claims, offset by higher revenue in the current period.
• For the three months ended June 30, 2023, revenue remained roughly consistent with the prior period as the primary sources of revenue remained unchanged. Net loss was lower than previous periods due to the gain on sale of mineral claims, offset by an impairment charge on the Del Carmen royalty.
• For the three months ended March 31, 2023, revenue increased with the start of payments from La Encantada, and a ramp up at El Realito. Net loss was lower than the previous periods primarily due to no impairment charges during the period.
• For the three months ended December 31, 2022, revenue remained roughly consistent with the prior period as the primary sources of revenue remained unchanged. Net loss was higher than previous periods due to the impairment charges on the Joaquin and COSE royalties.
• For the three months ended September 30, 2022, revenue remained roughly consistent with the prior period as the COSE royalty ended and the El Realito royalty started making payments. Net loss for the period was higher due to the impairment charge on the Joaquin royalty.
• For the three months ended June 30, 2022, revenue was roughly consistent with prior periods as the primary sources of revenue remained unchanged. Net loss was lower than previous periods due to the reduction in share-based payments expense related to the vesting conditions of the Company's previously issued stock options and restricted share units.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2024

The Company's net loss totaled $1.7 million for the three months ended March 31, 2024 ("Q1 2024"), compared with a net loss of $1.4 million for the three months ended March 31, 2023 ("Q1 2023").

Significant items impacting the change in net loss included the following:

• a decrease in gross profit from $0.6 million in Q1 2023 to $0.5 million in Q1 2024, primarily due to higher revenue amounts in Q1 2024, offset by higher depletion amounts in Q1 2024;
• an increase in general and administrative expenses from $0.9 million in Q1 2023 to $1.2 million in Q1 2024, primarily due to one-time severance costs that were incurred in the period;
• a decrease in share-based payments from $0.9 million in Q1 2023 to $0.5 million in Q1 2024, driven primarily by lower fair values for share-based payments granted in prior periods which are being expensed to the statement of income;
• a decrease in mark-to-market gains on derivative royalty assets from $0.5 million in Q1 2023 to $Nil in Q1 2024, as the derivative royalty asset was wound up in the fourth quarter of 2023 and in Q1 2024 the Company did not have any derivative royalty assets; and 
• an increase in mark-to-market gains on derivative loan liabilities from $Nil in Q1 2023 to $0.1 million in Q1 2024, as the Company did not have any derivative loan liabilities in Q1 2023.

LIQUIDITY AND CAPITAL RESOURCES

The Company considers items included in shareholders' equity and debt as capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to add value for shareholders and benefits for other stakeholders.

The Company's cash balance as at March 31, 2024, was $11.0 million (December 31, 2023 - $14.1 million) and its adjusted working capital was $10.3 million (December 31, 2023 - $10.7 million) (see Non-IFRS Financial Measures). The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company believes it will have access to sufficient resources to undertake its current business plan for the next twelve months. In order to meet its capital requirements, the Company's primary sources of cash flows are expected to be from the Wharf, Aranzazu, El Realito, La Encantada, Tocantinzinho, Amalgamated Kirkland, NLGM royalties and streams, drawdowns under the Beedie Loan Facility, and public and/or private placements. The Company may also enter into new debt agreements, or sell non-core assets.

During the three months ended March 31, 2024, cash decreased by $3.1 million. The decrease was due to cash used in operating activities of $2.3 million, cash used in investing activities of $0.6 million, and cash used in financing activities of $0.1 million. Exchange rate changes had an impact on cash of $0.1 million.

Debt

Convertible Loan Facility

In March 2019, the Company entered into a convertible loan facility with Beedie to fund acquisitions of new royalties and streams which has subsequently been amended from time to time. The loan facility bears interest on amounts advanced and a standby fee on funds available. Funds advanced are convertible into Common Shares at Beedie's option, with the conversion price determined at the date of each drawdown or at the conversion date (in the case of the conversion of accrued and unpaid interest).

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In August 2022, the Company and Beedie closed a first supplemental loan agreement to extend the maturity date of the loan facility from April 22, 2023, to January 22, 2024. In consideration for the extension the Company incurred a fee of C$0.2 million (the "Loan Extension Fee") convertible into Common Shares at a conversion price of C$7.34 per share. Upon closing of the First Amendment, the Company recognized a gain of $0.3 million to reflect the change required in the amortized cost of the liability using the effective interest method over a longer period of time. Following the closing of the supplemental loan agreement the Company had C$5.0 million outstanding with a conversion price of C$14.30 per share (the "Third Drawdown"), C$3.0 million outstanding with a conversion price of C$11.16 per share (the "Fourth Drawdown"), C$0.2 million outstanding with a conversion price of C$7.34 per share from the Loan Extension Fee, and had C$12.0 million available under the loan facility. All future advances will have a minimum amount of C$2.5 million and each advance will have its own conversion price based on a 20% premium to the 30-day Volume-Weighted Average Price ("VWAP") of the Company's shares on the earlier of the announcement of such advance and the funding date of such advance.

In May 2023, the Company and Beedie closed a second supplemental loan agreement to amend the loan facility by, among other things, extending the maturity date to May 10, 2027, increasing the loan facility by C$5.0 million from C$20.0 million to C$25.0 million, and increasing the interest rate from 8.0% to 10.0% per annum. The amendment was considered a substantial modification of the loan facility, and for accounting purposes, the existing debt instruments were extinguished, and the new debt instruments were recognized at fair value on the amendment date. The difference in value between the amount that was retired for the old debt instrument and the amount recorded for the new debt instrument, taking into account the modification in conversion price to induce conversion of part of the old debt instrument, was recorded as a loss on extinguishment of loan payable of $1.4 million. Transaction costs of $0.1 million incurred were included in the loss on extinguishment of loan payable.

The conversion feature, prepayment options, and availability of credit under the new loan facility (together the "Derivative Loan Liabilities") have all been determined to be non-cash embedded derivatives that are not closely related to the principal amounts due under the loan facility, and as such are bifurcated from the loan facility and the Derivative Loan Liabilities will be accounted for at fair value through profit and loss. The debt portion of the loan facility along with any transaction costs and fees directly attributable to the loan facility will be included in the respective effective interest rate calculation for the debt portion and will be measured at amortized cost. Upon initial recognition on May 19, 2023, the Derivative Loan Liabilities were assigned a fair value of $0.4 million, and the debt portion of the liability was assigned a fair value at $2.7 million for a total face value of $3.1 million (C$4.2 million), with an implied effective interest rate of 14.6%. 

Effective December 1, 2023, Metalla and Beedie entered into an amended and restated convertible loan facility agreement to amend and restate ‎the‎ loan facility (the "A&R Loan Facility"). Pursuant to the A&R Loan Facility, the parties agreed to:

i. increase ‎the ‎maximum aggregate ‎principal amount of the A&R Loan Facility from C$25.0 million to C$50.0 million;

ii. amend the conversion price of the of the ‎C$4.2 million outstanding balance to a conversion price of C$6.00 per share under the A&R Loan Facility;

iii. drawdown a further C$12.2 million with a conversion price of C$6.00 per share to refinance the principal amount due under the Nova Loan Facility (the total C$16.4 million, comprised of the C$4.2 million outstanding balance plus the C$12.2 million additional drawdown being the "Principal Amount");

iv. drawdown C$2.0 million from the A&R Loan Facility to refinance the accrued and unpaid interest outstanding under the Nova Loan Facility at the close of the Nova Transaction with a conversion price equal to the market price of the shares of Metalla at the time of conversion (the "Accrued Interest Amount");

v. drawdown C$0.8 million to refinance the accrued and unpaid fees outstanding under the Nova Loan Facility at the close of the Nova Transaction, with such amounts not being convertible into Common Shares (the "Accrued Fees Amount");

vi. establish an 18-month period during which the interest of ‎‎10.0% per ‎annum ‎compounded monthly will be added to Accrued Interest Amount having a conversion price equal to the market price of the shares of Metalla at the time of conversion, and ‎on June 1, 2025, reverting to a cash interest payment of 10.0% on a monthly basis.;

vii. incur an amendment fee of C$0.1 million and any outstanding costs and expenses are to be paid by Metalla; and

viii. update the ‎‎existing security arrangements to ‎include security provided by Nova and certain other subsidiaries of Metalla and Nova for the ‎A&R Loan Facility, along with updated security arrangements at Metalla to reflect developments in our business.

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On December 1, 2023, following the changes to the A&R Facility and the drawdown of the C$12.2 million, the Derivative Loan Liabilities were remeasured and were assigned a fair value of $0.9 million, and the debt portion was assigned a fair value of $11.2 million for a total face value of $12.1 million (C$16.4 million). The debt portion, including any directly attributable transaction costs and fees will be accounted for at amortized cost using the implied effective interest rate of 14.6%. The Accrued Interest Amount and the Accrued Fees Amount under the A&R Loan Facility are both accounted for as loans payable which were initially valued at fair value and subsequently measured at amortized cost and are included in the total A&R Loan Facility balance.

On February 20, 2024, Beedie elected to convert C$1.5 million of the Accrued Interest Amount into Common Shares at a conversion price of C$3.49 per share, being the closing price of the shares of Metalla on the TSX-V on February 20, 2024, for a total of 429,800 Common Shares which were issued on March 19, 2024.

As at March 31, 2024, under the A&R Loan Facility, the Company had C$16.4 million outstanding from the Principal Amount with a conversion price of C$6.00 per share, C$1.1 million outstanding from the Accrued Interest Amount with a conversion price equal to the market price of the Common Shares of Metalla at the time of conversion, C$0.8 million outstanding from the Accrued Fees Amount which is not convertible into Common Shares, and had C$30.9 million available under the A&R Loan Facility with the conversion price to be determined on the date of any future advances.

Other Loans

In connection with the Castle Mountain acquisition in October 2021, the Company entered into a $5.0 million loan agreement (the "Castle Mountain Loan") with the arm's length seller bearing interest at a rate of 4.0% per annum until fully repaid on June 1, 2023. On March 30, 2023, the Company signed an amendment with the arm's length seller of the Castle Mountain royalty to extend the maturity date of the Castle Mountain Loan from June 1, 2023, to April 1, 2024. As part of the amendment, on March 31, 2023, the Company paid all accrued interest on the loan, and effective April 1, 2023, the interest rate increased to 12.0% per annum, and the principal and accrued interest will be repaid no later than April 1, 2024. On July 7, 2023, the Company paid all accrued interest due at the time on the Castle Mountain Loan and made a principal repayment of $4.3 million and on April 1, 2024, the Company made a payment of $0.7 million to fully repay and settle all of the accrued interest and outstanding principal on the Castle Mountain Loan.

Cash Flows from Operating Activities

During the three months ended March 31, 2024, cash used in operating activities was $2.3 million and was primarily the result of payment of the current liabilities associated with the acquisition of Nova. The cash used in operating activities was impacted by a net loss of $1.7 million, partially offset by $1.7 million for items not affecting cash, payments received from derivative royalty assets related to the fourth quarter of 2023 of $0.8 million, and a $3.1 million decrease in non-cash working capital items. During the three months ended March 31, 2023, cash provided by operating activities was $0.2 million and was primarily the result of a net loss of $1.4 million, partially offset by $1.3 million for items not affecting cash, payments received from derivative royalty assets of $0.6 million, and by a $0.3 million decrease in non-cash working capital items.

Cash Flows from Investing Activities

During the three months ended March 31, 2024, cash used in the Company's investing activities was $0.6 million and was primarily related to payments related to the acquisition of royalties and streams. During the three months ended March 31, 2023, cash used in the Company's investing activities was $2.8 million and was primarily related to the acquisition of royalties and streams.

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Cash Flows from Financing Activities

During the three months ended March 31, 2024, cash used by the Company's financing activities was $0.1 million, which was comprised of finance charges paid in the period. During the three months ended March 31, 2023, cash provided by the Company's financing activities was $2.9 million, which was primarily comprised of $3.3 million in net proceeds from the At-The-Market equity programs, $0.1 million from the exercise of stock options, partially offset by $0.5 million of finance charges and interest payments.

Outstanding Share Data

As at the date of this MD&A the Company had the following:

• 91,491,290 Common Shares issued and outstanding;
• 4,550,797 stock options outstanding with a weighted average exercise price of C$7.08; and
• 818,410 unvested restricted share units.

Dividends

The Company's long-term goal is to pay out dividends with a target rate of up to 50% of the annualized operating cash flow of the Company, however, the timing and amount of the payment of a dividend is determined by the Board of Directors by taking into account many factors, including (but not limited to), an increase and stabilization in operating cash flows, and the potential capital requirements related to acquisitions. Going forward, the Board of Directors of the Company will continually assess the Company's business requirements and projected cash flows to make a determination on whether to pay dividends in respect of a particular quarter during its financial year.

Requirement for additional financing

Management believes that the Company's current operational requirements and capital investments can be funded from existing cash, cash generated from operations, and funds available under the A&R Loan Facility. If future circumstances dictate an increased cash requirement and the Company elects not to delay, limit, or eliminate some of its plans, the Company may raise additional funds through debt financing, the sale of non-core assets, the issuance of hybrid debt-equity securities, or additional equity securities. The Company has relied on equity financings and loans for its acquisitions, capital expansions, and operations. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company's growth and success may be dependent on external sources of financing which may not be available on acceptable terms.

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TRANSACTIONS WITH RELATED PARTIES

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

Key management compensation for the Company consists of remuneration paid to management (which includes Brett Heath, the Chief Executive Officer, and Saurabh Handa, the Chief Financial Officer) for services rendered and compensation for members of the Board of Directors (which includes Lawrence Roulston, Alexander Molyneux, James Beeby, Amanda Johnston, and previously included Douglas Silver ^{(res. effective May 17, 2023)}, and E.B. Tucker ^{(ret. effective December 5, 2023)} in their capacity as directors of the Company.

The Company's key management compensation was as follows:

		Three months ended
		March 31,
		2024			2023
Salaries and fees	$	222		$	268
Share-based payments		473			659
	$	695		$	927

As at March 31, 2024, the Company had less than $0.1 million due to directors and management related to remuneration and expense reimbursements, which have been included in accounts payable and accrued liabilities. As at March 31, 2024, the Company had $Nil due from directors and management.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

PROPOSED TRANSACTIONS

While the Company continues to pursue further transactions, there are no binding transactions of a material nature that have not already been disclosed publicly.

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COMMITMENTS

Contractual Commitments

As at March 31, 2024, the Company had the following contractual commitments:

		Less than			1 to			Over
		1 year			3 years			3 years			Total
Trade and other payables	$	1,055		$	-		$	-		$	1,055
Loans payable principal and interest payments(1)		342			3,456			15,324			19,122
Payments related to acquisition of royalties and streams(2)(3)(4)		1,618			2,500			-			4,118
Total commitments	$	3,015		$	5,956		$	15,324		$	24,295

(1) Payments required to be made on the A&R Loan Facility based on the closing balance as at March 31, 2024, and assuming no conversion until maturity date.

(2) Payment required for the Castle Mountain Loan including accrued interest, the loan was fully repaid on April 1, 2024.

(3) Payment required for the royalty on the Lama project of $2.5 million, payable in cash or Common Shares within 90 days upon the earlier of a 2 Moz gold Mineral Reserve estimate on the royalty area or March 9, 2026.

(4) Payment required for the Copper World acquisition of $0.9 million, payable by July 2024.

Contingent Commitments

In addition to the contractual commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that had not been met as of March 31, 2024.

As at March 31, 2024, the Company had the following contingent commitments:

• the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the CentroGold project of $7.0 million payable in Common Shares upon receipt of all project licenses, the lifting or extinguishment of the injunction imposed on the CentroGold project with no pending appeals and, if necessary, the completion of any and all community relocations, and $4.0 million in cash upon the achievement of commercial production at the project;
• the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the NuevaUnión copper-gold project of $2.0 million in cash and $2.0 million in Common Shares upon achievement of commercial production at the La Fortuna deposit in Chile;
• the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the Hoyle Pond Extension property, the Timmins West Extension property, and the DeSantis Mine property totalling C$5.0 million in cash and Common Shares upon achievement of various production milestones; and
• The Company is obligated to make additional potential payments in connection with its acquisition of its royalty on Vizcachitas of ‎$4.5 million payable in Common Shares upon the first to ‎occur of:‎ (i) Los Andes Copper or its successors or assign makes a fully-financed construction decision on the Vizcachitas project;‎ (ii) Los Andes Copper or its successor or assign enters into an ‎earn-in transaction with respect to the Vizcachitas project or for Los Andes Copper itself, with a third party, ‎for a ‎minimum interest ‎of 51%; or (iii) Los Andes Copper or its successor or assign sells ‎the Vizcachitas project ‎or ‎ Los Andes Copper to an arms' length third party.‎

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FINANCIAL INSTRUMENTS

Classification

The Company classified its financial instruments as follows:

		As at
		March 31,			December 31,
		2024			2023
Financial assets
Amortized cost:
Cash	$	10,985		$	14,107
Royalty, derivative royalty, and stream receivables		1,046			2,482
Other receivables		341			329
Fair value through profit or loss:
Marketable securities		203			295
Total financial assets	$	12,575		$	17,213
Financial liabilities
Amortized cost:
Trade and other payables	$	1,055		$	5,394
Loans payable		12,790			13,725
Acquisition payable		2,977			2,928
Fair value through profit or loss:
Derivative loan liabilities		438			561
Total financial liabilities	$	17,260		$	22,608

The Company's activities expose it to financial risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are credit risk, liquidity risk, and currency risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.

Fair value

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

a) Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

b) Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

c) Level 3 - Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Cash, accounts receivables (royalty, derivative royalty, and stream receivables, and other receivables), and accounts payable (trade and other payables), are carried at amortized cost. Their carrying value approximated their fair value because of the short-term nature of these instruments or because they reflect amounts that are receivable to the Company without further adjustments. Marketable securities are carried at fair value and are classified within Level 1 of the fair value hierarchy.

Loans payable and acquisition payables are carried at amortized cost. The fair values of the Company's loans payable are approximated by their carrying values as the interest rates are comparable to market interest rates. The derivative loan liabilities are carried at fair value, and were valued using a Black-Scholes option pricing model and a swaption model with inputs that are not observable (See Note 6 of the Company's condensed interim consolidated financial statements for the three months ended March 31, 2024). Therefore, the derivative loan liabilities were classified within Level 3 of the fair value hierarchy. 

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Credit risk

Credit risk arises from cash deposits, as well as credit exposures to counterparties of outstanding receivables and committed transactions. There is no significant concentration of credit risk other than cash deposits. The Company's cash deposits are primarily held with a Canadian chartered bank. Receivables include goods and service tax refunds due from the Canadian federal government. The carrying amount of financial assets recorded in the financial statements represents the Company's maximum exposure to credit risk. The Company believes it is not exposed to significant credit risk and overall, the Company's credit risk has not declined significantly from the prior year.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements on an ongoing basis and its development plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings of cash, and its committed liabilities. The maturities of the Company's loan liabilities are disclosed in Note 4 and Note 6 of the Company's condensed interim consolidated financial statements for the three months ended March 31, 2024. All current liabilities with the exception of the A&R Loan Facility are settled within one year, the A&R Loan Facility has been disclosed as a current liability upon the adoption of IAS 1, however any settlement of the liability within the next twelve months would be upon conversion into Common Shares and is not expected to be settled in cash.

Currency risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company primarily operates in Canada, Australia, Argentina, Mexico, and the United States and incurs expenditures in currencies other than United States dollars. Thereby, the Company is exposed to foreign exchange risk arising from currency exposure. The Company has not hedged its exposure to currency fluctuations. Based on the above net exposure, as at March 31, 2024, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, Argentinian peso, and Mexican peso would result in an increase/decrease in the Company's pre-tax income or loss of approximately $0.1 million.

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NON-IFRS FINANCIAL MEASURES

The Company has included, in this document, certain performance measures, including (a) attributable GEOs, (b) average cash cost per attributable GEO, (c) average realized price per attributable GEO, (d) operating cash margin per attributable GEO, which is based on the two preceding measures, (e) adjusted EBITDA, and (f) adjusted working capital. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.

Attributable Gold Equivalent Ounces (GEOs)

Attributable GEOs are composed of gold ounces attributable to the Company, calculated by taking the revenue earned by the Company in the period from payable gold, silver, copper and other metal ounces attributable to the Company divided by the average London fix price of gold for the relevant period. In prior periods the GEOs included an amount calculated by taking the cash received or accrued by the Company in the period from the derivative royalty asset divided by the average London fix gold price for the relevant period. 

The Company presents attributable GEOs as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis.

Average cash cost per attributable GEO

Average cash cost per attributable GEO is calculated by dividing the Company's total cash cost of sales, excluding depletion by the number of attributable GEOs. The Company presents average cash cost per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis.

The Company's average cash cost per attributable GEO was:

		Three months ended
		March 31,
		2024			2023
Cost of sales for NLGM(1)	$	5		$	5
Total cash cost of sales		5			5
Total attributable GEOs		624			927
Average cash cost per attributable GEO	$	8		$	5

(1) Adjusted for the Company's proportionate share of NLGM held by Silverback.

Average realized price per attributable GEO

Average realized price per attributable GEO is calculated by dividing the Company's revenue, excluding any revenue earned from fixed royalty payments, and including cash received or accrued in the period from derivative royalty assets, by the number of attributable GEOs.

The Company presents average realized price per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis.

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The Company's average realized price per attributable GEO was:

		Three months ended
		March 31,
		2024			2023
Royalty revenue (excluding fixed royalty payments)	$	1,238		$	981
Payments from derivative assets(3)		-			669
Revenue from NLGM(1)		54			52
Sales from stream and royalty interests		1,292			1,702
Total attributable GEOs sold		624			927
Average realized price per attributable GEO	$	2,069		$	1,836
Operating cash margin per attributable GEO(2)	$	2,061		$	1,831

(1) Adjusted for the Company's proportionate share of NLGM held by Silverback.

(2) Operating cash margin per attributable GEO is calculated by subtracting from the average realized price per attributable GEO, the average cash cost per attributable GEO.

(3) In prior periods the Higginsville PP royalty was accounted for as a derivative royalty asset, as such any payments received under this royalty were treated as a reduction in the carrying value of the asset on the statement of financial position and not shown as revenue on the Company's statement of profit and loss. However, operationally the Company was paid for the ounces sold similar to the Company's other royalty interests, therefore the results were previously included here for more accurate comparability and to allow the reader to accurately analyze the operations of the Company. The Higginsville participation royalty reached the full 34,000 gold ounces threshold in the fourth quarter of 2023 and is no longer payable to Metalla.

Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure which excludes from net income taxes, finance costs, depletion, impairment charges, foreign currency gains/losses, share based payments, and non-recurring items. Management uses Adjusted EBITDA to evaluate the Company's operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company presents Adjusted EBITDA as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. However, Adjusted EBITDA does not represent, and should not be considered an alternative to net income (loss) or cash flow provided by operating activities as determined under IFRS.

The Company's Adjusted EBITDA was:

		Three months ended
		March 31,
		2024			2023
Net loss	$	(1,732	)	$	(1,356	)
Adjusted for:
Interest expense		504			315
Finance charges		85			33
Income tax provision		10			199
Depletion		763			399
Foreign exchange loss (gain)		(101	)		68
Share-based payments (1)		549			897
Adjusted EBITDA	$	78		$	555

(1) Includes stock options and restricted share units.

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Adjusted working capital

Adjusted working capital is calculated by taking the Company's current assets less its current liabilities, excluding the convertible loan facility. The Company presents working capital, adjusted for the convertible loan facility, as the classification of the convertible loan facility as a current liability is driven by changes in classification requirements under IFRS and not because the Company expects that liability to be settled in cash within the next twelve months. The Company believes that the exclusion of the convertible loan facility from adjusted working capital gives a more accurate picture of the liquidity of the Company. Adjusted working capital is not a standardized financial measure under IFRS and therefore may not be comparable to similar measures presented by other companies.

The Company's adjusted working capital was:

		As at
		March 31,			December 31,
		2024			2023
Total current assets	$	13,022		$	17,652
Less:
Total current liabilities		(15,183	)		(20,580	)
Working capital		(2,161	)		(2,928	)
Adjusted for:
Convertible loan facility		12,510			13,588
Adjusted working capital	$	10,349		$	10,660

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in conformance with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Company's material accounting policies and estimates are disclosed in Note 2 of the Company's consolidated financial statements for the year ended December 31, 2023.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Company's Disclosure Controls and Procedures ("DCP") are designed to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure.

The Company's management, with the participation of the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company's DCP as defined under the Exchange Act, as at March 31, 2024. Based upon the results of that evaluation, the CEO and CFO have concluded that, as at March 31, 2024, the Company's disclosure controls and procedures were effective.

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Internal Controls Over Financial Reporting

Management of the Company, with participation of the CEO and CFO, is responsible for establishing and maintaining adequate Internal Control over Financial Reporting ("ICFR"). Management has used the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's internal control over financial reporting.

The Company's ICFR is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting for external purposes in accordance with IFRS as issued by the IASB. The Company's ICFR includes:

• maintaining records, that in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets of the Company;
• providing reasonable assurance that transactions are recorded as necessary for preparation of the consolidated financial statements in accordance with IFRS as issued by the IASB;
• providing reasonable assurance that receipts and expenditures are made in accordance with authorizations of management and the directors of the Company; and
• providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the Company's consolidated financial statements would be prevented or detected on a timely basis.

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

Changes in ICFR

There has been no change in our internal control over financial reporting during the three months ended March 31, 2024, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Controls and Procedures

The Company's management, including the CEO and CFO, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

RISK FACTORS

The Company's ability to generate revenues and profits from its natural resource properties is subject to a number of risks and uncertainties. For a full discussion on the risk factors affecting the Company, please refer to the Company's Annual Information Form dated March 28, 2024, which is available on www.sedarplus.ca.

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QUALIFIED PERSONS

The technical information contained in this MD&A has been reviewed and approved by Charles Beaudry, geologist M.Sc., member of the Association of Professional Geoscientists of Ontario and of the Ordre des Géologues du Québec. Mr. Beaudry is a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

TECHNICAL AND THIRD-PARTY INFORMATION

Metalla has limited, if any, access to the properties on which Metalla (or any of its subsidiaries) holds a royalty, stream or other interest. Metalla is dependent on (i) the operators of the mines or properties and their qualified persons to provide technical or other information to Metalla, or (ii) publicly available information to prepare disclosure pertaining to properties and operations on the mines or properties on which Metalla holds a royalty, stream or other interest, and generally has limited or no ability to independently verify such information. Although Metalla does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Metalla's royalty, stream or other interests. Metalla's royalty, stream or other interests can cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, resources and production of a property.

Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this MD&A, ‎including any ‎references to Mineral Resources or Mineral Reserves, was prepared in accordance with Canadian ‎NI 43-101, which differs significantly from the requirements of the U.S. Securities and ‎Exchange Commission (the "SEC") ‎applicable to U.S. domestic issuers. Accordingly, the scientific and technical ‎information contained or referenced in this MD&A may not be comparable to similar information made ‎public by U.S. companies subject to the reporting and ‎disclosure requirements of the SEC.‎

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"Inferred Mineral Resources" have a great amount of uncertainty as to their existence and great uncertainty as to ‎their ‎economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ‎ever be ‎upgraded to a higher category. Historical results or feasibility models presented herein are not guarantees ‎or expectations of ‎future performance.‎

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This MD&A contains "forward-looking information" and "forward-looking statements" (collectively. "forward-looking statements") within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this MD&A only and the Company does not intend to and does not assume any obligation to update updated forward-looking information, except as required by applicable law. For this reason and the reasons set forth below, investors should not place undue reliance on forward looking ‎statements.‎

All statements included herein that address events or developments that we expect to occur in the ‎future are ‎forward-looking statements. Generally 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 MD&A include, but are not limited to, statements regarding:

• future events or future performance of Metalla;
• the completion of the Company's royalty purchase transactions;
• the Company's plans and objectives;
• the Company's future financial and operational performance;
• expectations regarding stream and royalty interests owned by the Company;

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• the satisfaction of future payment obligations, contractual commitments and contingent commitments by Metalla;
• the future achievement of any milestones in respect of the payment or satisfaction of contingent ‎‎consideration by Metalla‎;
• the future availability of funds, including drawdowns pursuant to the A&R Loan Facility;
• the effective interest rate of drawdowns under the A&R Loan Facility and the life expectancy thereof;
• the future conversion of funds drawn down by ‎Metalla under the A&R Loan Facility;
• the amount that Metalla has to pay under the A&R Loan Facility and the applicable exchange rate;
• the completion by property owners of announced drilling programs, capital expenditures, and other planned activities in relation to properties on ‎which the Company and its subsidiaries hold a royalty or streaming interest and the expected timing thereof;
• production and life of mine estimates or forecasts at the properties on which the Company and its subsidiaries hold a royalty ‎or streaming interest‎;
• future disclosure by property owners and the expected timing ‎thereof; ‎
• the completion by property owners of announced capital expenditure programs;
• the improvement of ore throughput rates at La Encantada and the timing thereof;
• the expected 2024 production guidance at the La India deposit at El Realito;
• that production at El Realito will come from residual leaching of heap leach pads and will continue through year-end 2024;
• the expected 2024 production guidance at Wharf;
• the focus of the exploration efforts at Wharf in 2024;
• the expansion and infill drilling at the Juno deposit at Wharf;
• the expected 2024 production guidance at Aranzazu;
• the drilling campaign in Aranzazu and the goal of increasing mineral reserves and resources;‎
• the expected 2024 production guidance at NLGM;
• the ramp up on the operation to commercial production at the Côté Gold Project‎;
• the expected 2024 production guidance at the Côté Gold Project‎;
• the technical studies planned to complete test work and studies to optimize inclusion of Gosselin into future Côté life-of-mine plans;
• the planned exploration and drilling program for 2024 at Gosselin and related expenditures;
• the receipt of approval for the Environmental and Social Impact Assessment at Taca Taca and the anticipated timing thereof;
• the planned drilling programs for 2024 at Fosterville and related expenditures;
• the expected mine life and production at Endeavor;
• the expected start of production at Endeavor and the anticipated timing thereof;
• the expected expenditures at Endeavor;
• the expected start of production at the AK deposit and the anticipated timing thereof;
• the processing of production from the AK deposit at the La Ronde facility;
• Agnico’s expectation for future mineral resource growth at AK;
• the start of commercial production at Tocantinzinho and the anticipated funding and timing thereof;
• the start of commissioning activities at Tocantinzinho and the timing thereof;
• the planned drilling program for 2024 for Wasamac and related expenditures;
• the assessment by Agnico of optimal mining rate and milling strategy for Wasamac;
• the start and the focus of the surface exploration program of geological mapping and channel sampling ‎at Castle Mountain and the timing thereof;
• the potential future mineral resource estimation at Castle Mountain;
• the work on the preliminary draft Environmental Impact Statement for Castle Mountain throughout 2024 and 2025;
• the creation of a memorandum of understanding with the BLM, San Bernardino County and Castle Mountain;
• the expectation that Akasaba West will provide flexibility at the Goldex complex;
• the expected production at Akasaba West;
• the completion and focus of a mine restart study on the La Guitarra mine and the anticipated timing thereof;
• the anticipated use of the loan proceeds received by Sierra Madre from First Majestic for use at La Guitarra;

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• ‎the release of a technical study and mine plan for La Parrilla and the timing thereof;
• the expected mine life, production and cash costs for Fifteen Mile Stream;
• the start of development of Fifteen Mile Stream and anticipated timing thereof;
• the second phase of exploration drilling at Camflo, and test for potential lateral extensions of mineralization and infill known zones;
• Agnico’s belief regarding open-pit mining and location of processing at Camflo;‎
• ‎the amount and timing of the attributable GEOs expected by the Company in 2024;
• the availability of cash flows from the Wharf, Aranzazu, El Realito, NLGM, Tocantinzinho, Amalgamated Kirkland, and La Encantada royalties and streams;
• royalty payments to be paid to Metalla by property owners or operators of mining projects pursuant to ‎each royalty interest; ‎
• the future outlook of Metalla and the mineral reserves and resource estimates for the properties with respect to which the ‎Metalla has or proposes to acquire an interest;‎
• future gold, silver and copper prices;‎
• other potential developments relating to, or achievements by, the counterparties for the Company’s stream and ‎royalty agreements, and with respect to the mines and other properties in which the Company has, or may ‎acquire, a stream or royalty interest;‎
• costs and other financial or economic measures;‎
• prospective transactions;
• growth and achievements‎;
• financing and adequacy of capital;
• ‎future payment of dividends;
• future public and/or private placements of equity, debt or hybrids thereof; and
• the Company's ability to fund its current operational requirements and capital projects.

Such forward-looking statements reflect management's current beliefs and assumptions and are based on information currently available to management.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statements, including, without limitation:

• risks related to commodity price fluctuations;‎
• the absence of control over mining operations from which Metalla will purchase precious metals ‎pursuant to gold streams, silver streams and other agreements or from which it will receive royalty payments pursuant to net smelter ‎returns, gross overriding royalties, gross value royalties and other royalty agreements or interests and risks related to 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;‎
• risks related to exchange rate fluctuations;‎
• that payments in respect of streams and royalties may be delayed or may never be made;‎
• risks related to Metalla's reliance on public disclosure and other information regarding the mines or ‎projects underlying its streams and royalties;‎
• that some royalties or streams may be subject to confidentiality arrangements that limit or prohibit ‎disclosure regarding those royalties and streams;‎
• business opportunities that become available to, or are pursued by, Metalla;‎
• that Metalla's cash flow is dependent on the activities of others;‎
• that Metalla has had negative cash flow from operating activities in the past;
• that some royalty and stream interests are subject to rights of other interest-holders;‎
• ‎that Metalla's royalties and streams may have unknown defects;
• risks related to Metalla's two ‎material assets, the Côté property and the Taca Taca property;
• risks related to general business and economic conditions;
• risks related to global financial conditions, geopolitical events and other uncertainties;‎ risks related to epidemics, pandemics or other public health crises, and the ‎potential impact thereof on Metalla's business, operations and financial condition; ‎

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• that Metalla is dependent on its key personnel;‎
• risks related to Metalla's financial controls;‎
• dividend policy and future payment of dividends;‎
• competition;‎
• that project operators may not respect contractual obligations;
• that Metalla's royalties and streams may be unenforceable;‎
• risks related to conflicts of interest of Metalla's directors and officers;
• that Metalla may not be able to obtain adequate financing in the future;‎
• risks related to Metalla's current credit facility and financing agreements;‎
• litigation;‎
• title, permit or license disputes related to interests on any of the properties in which Metalla holds, or ‎may acquire, a royalty, stream or other interest;‎
• interpretation by government entities of tax laws or the implementation of new tax laws;‎
• changes in tax laws impacting Metalla;
• risks related to anti-bribery and anti-corruption laws;
• credit and liquidity risk;‎
• risks related to Metalla's information systems and cyber security;‎
• risks posed by activist shareholders;‎
• that Metalla may suffer reputational damage in the ordinary course of business;‎
• risks related to acquiring, investing in or developing resource projects;‎
• risks applicable to owners and operators of properties in which Metalla holds an interest;‎
• exploration, development and operating risks;‎
• risks related to climate change;‎ environmental risks;‎
• that the exploration and development activities related to mine operations are subject to extensive laws ‎and regulations;‎ that the operation of a mine or project is subject to the receipt and maintenance of permits from ‎governmental authorities;‎
• risks associated with the acquisition and maintenance of mining infrastructure;‎
• that Metalla's success is dependent on the efforts of operators' employees;‎
• risks related to mineral resource and mineral reserve estimates;‎
• that mining depletion may not be replaced by the discovery of new mineral reserves;‎ that operators' mining operations are subject to risks that may not be able to be insured against;‎
• risks related to land title;‎ risks related to international operations;‎
• risks related to operating in countries with developing economies;‎
• risks related to the construction, development and expansion of mines or projects;‎
• risks associated with operating in areas that are presently, or were formerly, inhabited or used by ‎indigenous peoples;‎
• that Metalla is required, in certain jurisdictions, to allow individuals from that jurisdiction to hold ‎nominal interests in Metalla's subsidiaries in that jurisdiction;‎
• the volatility of the stock market;‎
• that existing securityholders may be diluted;‎
• risks related to Metalla's public disclosure obligations;‎
• risks associated with future sales or issuances of debt or equity securities;‎
• risks associated with the Beedie Loan Facility;
• that there can be no assurance that an active trading market for Metalla's securities will be sustained;‎
• risks related to the enforcement of civil judgments against Metalla;
• risks relating to Metalla potentially being a passive "foreign investment company" within the meaning ‎of U.S. federal tax laws; and
• other factors identified and as described in more detail under the heading "Risk Factors" contained in this MD&A, and in the Company's Annual Information Form and Form 40-F Annual Report filed with regulators in Canada at www.sedarplus.ca and the SEC at www.sec.gov.

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Although Metalla has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements or information.

This MD&A contains future-orientated information and financial outlook information (collectively, "FOFI") about the Company's revenues from royalties, streams and other projects which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company's anticipated business operations. Metalla disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.

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CONSENT OF CHARLES BEAUDRY

The undersigned hereby consents to the inclusion in the Management's Discussion & Analysis of Metalla Royalty & Streaming Ltd. (the "Company") for the period ended March 31, 2024 of references to the undersigned as a non-independent qualified person and the undersigned's name with respect to the disclosure of technical and scientific information contained therein.

The undersigned further consents to the inclusion or incorporation by reference of all references to the undersigned in the Company's Registration Statements on Form F-10 (No. 333-264810) and Form S-8 (Nos. 333-234659, 333-249938, 333-265835 and 333-276265). This consent extends to any amendments to the Form F-10 or Form S-8, including post-effective amendments.

/s/ Charles Beaudry
Charles Beaudry
May 15, 2024

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METALLA REPORTS FINANCIAL RESULTS FOR THE FIRST QUARTER OF 2024

AND PROVIDES ASSET UPDATES

(All dollar amounts are in thousands of United States dollars unless otherwise indicated, except for shares, per ounce, and per share amounts)

FOR IMMEDIATE RELEASE	TSXV: MTA NYSE American: MTA
May 15, 2024

Vancouver, Canada:  Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company") (TSXV: MTA) (NYSE American: MTA) announces its operating and financial results for the three months ended March 31, 2024. For complete details of the condensed interim consolidated financial statements and accompanying management's discussion and analysis for the three months ended March 31, 2024, please see the Company's filings on SEDAR+ (www.sedarplus.ca) or EDGAR (www.sec.gov). Shareholders are encouraged to visit the Company's website at www.metallaroyalty.com.

Brett Heath, President, and CEO of Metalla, commented, "In the first quarter of 2024 we focused on integrating and streamlining our business following the completion of the merger with Nova Royalty in December 2023. Now we will continue to seek acquisitions that will be accretive to shareholders and look for ways to refine our current portfolio of royalties to maximize value."

FINANCIAL HIGHLIGHTS

During the three months ended March 31, 2024, the Company:

• Received or accrued payments on 624 attributable Gold Equivalent Ounces ("GEOs") at an average realized price of $2,069 and an average cash cost of $8 per attributable GEO (see Non-IFRS Financial Measures);

• Recognized revenue from royalty and stream interests, including fixed royalty payments, of $1.3 million, net loss of $1.7 million, and Adjusted EBITDA of $0.1 million (see Non-IFRS Financial Measures);

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• Generated operating cash margin of $2,061 per attributable GEO from the Wharf, El Realito, Aranzazu, La Encantada, the New Luika Gold Mine ("NLGM") stream held by Silverback Ltd. ("Silverback"), and other royalty interests (see Non-IFRS Financial Measures); and

• On February 20, 2024, Beedie Investments Ltd. ("Beedie") elected to convert C$1.5 million of the accrued and unpaid interest under the existing convertible loan facility between Metalla and Beedie (the "Convertible Loan Facility") into Common Shares at a conversion price of C$3.49 per share, being the closing price of the shares of Metalla on the TSX-V on February 20, 2024, for a total of 429,800 Common Shares which were issued on March 19, 2024.

ASSET UPDATES

Below are updates during the three months ended March 31, 2024, and subsequent period to certain of the Company's assets, based on information publicly filed by the applicable project owner:

La Encantada

On April 16, 2024, First Majestic Silver Corp. ("First Majestic") announced production of 33 oz of gold and 0.5 Moz of silver from La Encantada in the first quarter of 2024. First Majestic also announced a recent water well was drilled identifying a significant water resource to combat drought conditions at the mine site. First Majestic anticipates improved ore throughput rates in Q2, projected to return to historic levels in Q3.

Metalla accrued 48 GEOs from La Encantada for the first quarter of 2024.

Metalla holds a 100% GVR royalty on gold produced at the La Encantada mine limited to 1.0 Koz annually.

El Realito

On April 25, 2024, Agnico Eagle Mines Ltd. ("Agnico") reported that gold production from La India totaled 10.6 Koz for the first quarter of 2024. Agnico also reiterated its previously provided 2024 guidance, which it had disclosed on February 15, 2024, for La India of 25-30 Koz gold. Agnico stated that production is expected to come from residual leaching of the heap leach pads and is expected to continue through year-end 2024.

Metalla accrued 177 GEOs from El Realito for the first quarter of 2024.

Metalla holds a 2.0% NSR royalty on the El Realito deposit which is subject to a 1.0% buyback right for $4.0 million.

Wharf

On May 1, 2024, Coeur Mining Inc. ("Coeur") reported 2024 first quarter production of 20.4 Koz gold and continues to reiterate the full year guidance for 2024 at Wharf of 86 - 96 Koz gold. Exploration efforts in 2024 will aim to add additional mineral reserves at Wharf through expansion and infill drilling at the Juno deposit.

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Metalla accrued 173 GEOs from Wharf for the first quarter of 2024.

Metalla holds a 1.0% GVR royalty on the Wharf mine.

Aranzazu

On April 8, 2024, Aura Minerals Inc. ("Aura") announced the first quarter 2024 production at Aranzazu totaled 25,001 GEOs (as defined by Aranzazu), while continuing to reiterate 2024 guidance for Aranzazu, which it had disclosed on February 20, 2024, of 94-108 Koz GEOs (as defined by Aranzazu). Additionally, in their corporate presentation dated March 2024, Aura stated a 29,400-meter drilling campaign is underway testing the continuity of the GH and Cabrestante connection with the goal of increasing mineral reserves and resources, along with drilling in El Cobre and Aranzazu extensions. On April 1, 2024, Aura announced a total of 24,841 meters of drilling were completed at Aranzazu, with the aim to convert known inferred resources to indicated.

Metalla accrued 200 GEOs from Aranzazu for the first quarter of 2024.

Metalla holds a 1.0% NSR royalty on the Aranzazu mine.

New Luika

On April 25, 2024, Shanta Gold Limited ("Shanta") reported that it produced 13.0 Koz of gold and 20.7 Koz of silver at the NLGM in Tanzania in the first quarter of 2024. Shanta also reiterated their 2024 guidance, which it disclosed on January 22, 2024, for NLGM of 70 - 74 Koz of gold.

Metalla accrued 26 GEOs from NLGM for the first quarter of 2024.

Metalla holds a 15% interest in Silverback, whose sole business is receipt and distribution of a 100% silver stream on NLGM at an ongoing cost of 10% of the spot silver price.

Côté-Gosselin

In a news release dated March 31, 2024, IAMGOLD Corporation ("IAMGOLD") announced the first gold pour at Côté with commissioning activities progressing well and within expectations, including performance achieved in the crushing, HPGR and processing circuits. IAMGOLD stated that the next step at Côté is to focus on the ramp up on the operation to commercial production in the third quarter towards the goal of exiting the year at a 90% throughput rate. IAMGOLD also stated that production guidance from Côté in 2024 is unchanged at 220 - 290 Koz gold.

On its news release dated February 15, 2024, IAMGOLD also announced that the Gosselin Mineral Resource estimate increased, for a total of 4.4 million Indicated Resource gold ounces in 161.3 million tonnes at 0.85 g/t Au, and 3.0 million Inferred Resource gold ounces in 123.9 Mt at 0.75 g/t Au. Technical studies are planned to advance metallurgical testing, conduct mining and infrastructure study to review options for the potential inclusion of Gosselin into the future Côté life of mine plan. IAMGOLD announced planned exploration expenditures at Gosselin of $5.0 million on a resource delineation drilling program and in their corporate presentation dated February 2024, IAMGOLD also stated that it expects to complete 35,000 meters of exploration drilling at Gosselin in 2024. Please see Figure 1 for the Côté and Gosselin Longitudinal Section outlining the current extent of mineral resources and opportunities for resource expansion.

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Figure 1: Gosselin Composite Longitudinal Section (Source: IAMGOLD press release dated February 15, 2024)

Metalla holds a 1.35% NSR royalty that covers less than 10% of the Côté Reserves and Resources estimate and covers all of the Gosselin Resource estimate.

Taca Taca

On April 24, 2024, First Quantum Minerals Ltd. ("First Quantum") stated in their Q1 2024 MD&A that the Environmental and Social Impact Assessment for the Taca Taca project continues to be reviewed by the Salta Province Secretariat of Mining. First Quantum remains optimistic the approval will be received in 2024. First Quantum also noted the Argentinian President, Javier Milei, has pushed a new bill to congress offering special incentives for large investments in certain sectors including mining.

Metalla holds a 0.42% NSR royalty on Taca Taca subject to a buyback based on the amount of proven reserves in a feasibility study multiplied by the prevailing market prices of all applicable commodities.

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Fosterville

On February 15, 2024, Agnico reported the results of the 2023 drill program completed at the Fosterville mine. Significant highlights within the Phoenix area include 69.1 g/t gold over 3.7 meters including 120 g/t gold over 2.1 meters in the Cardinal structure. Also, within the Phoenix area, a highlight drill hole in the newly identified mineralized trend named the Peregrine Zone intersected 17.3 g/t gold over 8.3 meters. Please see Figure 2 for an estimate of the royalty boundary proximity to mineralization on Agnico's Fosterville Longitudinal section.

In 2024, Agnico also stated it expects to spend $10.9 million for 38,700 meters of drilling focused on extensions of mineral reserves and mineral resources at Lower Phoenix and Robbins Hill. An additional $11.7 million is budgeted for 36,500 meters of drilling to test new geological targets, including underground extensional exploration at Harrier.

Figure 2: Fosterville Composite Longitudinal Section (Source: Agnico press release dated February 15, 2024)

Metalla holds a 2.5% GVR royalty on the northern and southern extensions of the Fosterville mining license and other areas in the land package.

Endeavor

On April 11, 2024, Polymetals Resources Inc. ("Polymetals") announced that ongoing optimization of the Endeavor mine plan has identified additional ore sources that may be added to the ore reserves. In addition, project financing and strategic partnership discussions are progressing for the development of the mine.

On October 16, 2023, Polymetals released a robust mine restart study at Endeavor. Polymetals declared an initial 10-year mine life producing 9.8 Moz silver, 210 kt zinc and 62 kt lead over life of mine with first concentrate production targeted for H2-2024. The study produced A$201 million in pre-tax net present value at an 8% discount rate and an internal rate of return of 91%, with expenditures estimated to be A$23.7 million.

Metalla holds a 4.0% NSR royalty on lead, zinc and silver produced from Endeavor.

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Amalgamated Kirkland and North AK

On April 25, 2024, Agnico announced production for the Near Surface deposit continued in the first quarter of 2024, while the development for the AK deposit is on track for initial production in the fourth quarter of 2024. Infill drilling at the AK deposit intersected a highlight intercept of 11.8 g/t gold over 5.0 meters in the eastern shallow portion of the AK deposit.

On February 15, 2024, Agnico announced that production from the Near Surface deposits is planned to be processed at the Macassa mill in the first half of 2024 and at the La Ronde Zone 5 mill in the second half of 2024. Production from the AK deposit, which is expected to begin in the second half of 2024 is planned to be processed at the La Ronde facility. Production from the two deposits is forecast by Agnico to be ~19 Koz in 2024 and between 35 - 50 Koz gold from 2025 to 2028 and Agnico believes that the AK area remains prospective for future mineral resource growth. Additionally, Agnico reported an updated Mineral Reserve estimates of 160 Koz of Probable Reserves at 6.69 g/t gold and updated Mineral Resource estimates of 37 Koz of Indicated Resources at 6.95 g/t gold, and 52 Koz of Inferred Resources at 5.69 g/t gold.

Metalla holds a 0.45% NSR royalty on the Amalgamated Kirkland and North AK properties.

Tocantinzinho

On April 11, 2024, G Mining Ventures Corp. ("G Mining") reported the Tocantinzinho project is 87% complete and remains on track and on budget for commercial production in H2-2024. G Mining also stated that pre-production activities have exceeded 50 kt per day with a total of 11.4 Mt of material having been excavated from the starter pit, and commissioning activities commenced in April, starting with the primary crusher and ore reclaim system. 

Metalla holds a 0.75% GVR royalty on Tocantinzinho.

Wasamac

On April 25, 2024, Agnico reported that stakeholder engagement initiatives continue to advance, while assessing the optimal mining rate and processing options for Wasamac. On February 15, 2024, Agnico reported the results of the 2023 infill and conversion drilling completed at Wasamac with highlight intercepts of 4.9 g/t gold over 13.4 meters, 2.8 g/t gold over 18.8 meters and 4.4 g/t gold over 3.9 meters in the main zone. At the Wildcat zone, significant highlights include 3.6 g/t gold over 20.6 meters and 5.6 g/t golds over 4.1 meters. Agnico plans to spend $2.8 million for 16,700 meters of drilling at Wasamac in 2024 and continues to assess various scenarios to define the optimal mining rate and milling strategy for Wasamac.

Metalla holds a 1.5% NSR royalty on the Wasamac project subject to a buyback of 0.5% for C$7.5 million.

Castle Mountain

On May 8, 2024, Equinox Gold Corp. ("Equinox") reported in their Q1 2024 MD&A that a surface exploration program of geological mapping and channel sampling at Castle Mountain is expected to commence in Q3 2024, with the primary goal to sample previously identified mineralization exposed on surface such that data can be used in future mineral resource estimation. Equinox also reported that the mine permitting amendment plan was submitted to the lead county and BLM agencies which reviewed the plan for completeness in early 2023. Equinox received the BLM determination that the plan was complete in Q1 2024. Work on the preliminary draft Environmental Impact Statement will occur throughout 2024 and 2025 upon creation of a memorandum of understanding with the BLM, San Bernardino County and Castle Mountain.

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Metalla holds a 5.0% NSR royalty on the South Domes area of the Castle Mountain mine.

Akasaba West

On April 25, 2024, Agnico announced Akasaba West achieved commercial production on February 1, 2024. Akasaba West is expected to provide flexibility at the Goldex complex, contributing 1,750 tpd grading 0.84 g/t gold and 0.48% copper. On February 15, 2024, Agnico announced that Akasaba West is expected to contribute approximately 12 Koz of gold and 2.3 Kt of copper per year.

Metalla holds a 2.0% NSR royalty on the Akasaba West project subject to a 210 Koz gold exemption.

La Guitarra

On February 8, 2024, Sierra Madre Gold & Silver Ltd ("Sierra Madre") provided an update on development progress at La Guitarra, including positive progress on a mine restart study which is due for completion in the second quarter of 2024. In addition, Sierra Madre received a renewal of an explosives permit and all other operating permits remain current and in good standing. The mine restart study will focus on an initial production level of 350 tonnes per day with an evaluation of increasing the circuit to greater than 500 tpd. On May 8, 2024, Sierra Madre announced that First Majestic had provided them a $5.0 million loan to be used for lead orders for critical mining equipment, processing facility upgrades, mill repairs, full staffing arrangements, and final underground development readied for operational restart.

Metalla holds a 2.0% NSR Royalty on La Guitarra, subject to a 1.0% buyback for $2.0 million. 

La Parrilla

Through multiple press releases dated December 5, 2023, January 4, 2024, January 29, 2024, and February 22, 2024, Silver Storm Mining Ltd. ("Silver Storm") released highlighted intercepts from drilling at La Parrilla of 500 g/t AgEq over 14.8 meters, 1,810 g/t AgEq over 14.6 meters, 1000 g/t AgEq over 5.25 meters and 911 g/t AgEq over 13.05 meters, respectively.

Silver Storm also announced its plan to release a technical study and mine plan to support future restart of mining and processing with a target of mid-2025.

Metalla holds a 2.0% NSR royalty on La Parrilla.

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Fifteen Mile Stream

On April 24, 2024, St. Barbara Limited ("St. Barbara") reported that significant progress was made in updating the environmental and social impact studies for Fifteen Mile Stream, with community consultations progressing. On October 10, 2023, St. Barbara reported results of an updated Pre-Feasibility Study ("PFS") for Fifteen Mile Stream. The PFS proposes an eleven-year mine life producing an average of 55-60 Koz per annum at a cash cost of $992/oz. St. Barbara has stated that development could begin as early as 2026.

Metalla holds a 1.0% NSR royalty on the Fifteen Mile Stream project, and 3.0% NSR royalty on the Plenty and Seloam Brook deposits.

Montclerg

On December 5, 2023, and January 17, 2024, GFG Resources Inc. reported highlight intercepts of 4.79 g/t gold over 12.8 meters and 3.09 g/t gold over 12.8 meters at the Montclerg deposit in Timmins, Ontario.

Metalla holds a 1.0% NSR royalty on the Montclerg property.

Camflo

On October 26, 2023, Agnico reported that the next phase of exploration drilling began at the Camflo property. On June 20, 2023, Agnico reported that it completed more than 14,000 meters of drilling, which marks the first exploration drill program since the 1.6 Moz past-producing deposit was closed in 1992. Significant results reported over multiple zones include 1.5 g/t gold over 81 meters, 3.3 g/t gold over 38.7 meters, 3.2 g/t gold over 16.2 meters, 3.7 g/t gold over 7.1 meters, and 1.6 g/t gold over 20.3 meters. The second phase of exploration drilling at Camflo will test for potential lateral extensions of mineralization and infill known zones. Agnico believes the mineralization could be mined via an open-pit and processed at the Canadian Malartic Mill, 4 Km away.

Metalla holds a 1.0% NSR royalty on the Camflo mine, located ~4km northeast of the Canadian Malartic operation.

Detour DNA

On February 15, 2024, Agnico reported underground drilling at Detour over a 2.5 km strike length west of the Detour West reserve pit margin. Highlights include 18.3 g/t gold over 12.6 meters, 7.8 g/t gold over 2.7 meters, and 6 g/t gold over 22.4 meters.

Metalla holds a 2.0% NSR royalty on the Detour DNA property which is approximately 7 km west of the Detour West reserve pit margin.

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QUALIFIED PERSON

The technical information contained in this news release has been reviewed and approved by Charles Beaudry, geologist M.Sc., member of the Association of Professional Geoscientists of Ontario and of the Ordre des Géologues du Québec. Mr. Beaudry is a QP as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").

ABOUT METALLA

Metalla is a precious and base metals royalty and streaming company with a focus on gold, silver, and copper royalties and streams. Metalla provides shareholders with leveraged metal exposure through a diversified and growing portfolio of royalties and streams. 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 leading gold, silver, and copper companies for the next commodities cycle.

For further information, please visit our website at www.metallaroyalty.com

ON BEHALF OF METALLA ROYALTY & STREAMING LTD.

(signed) "Brett Heath"

President and CEO

CONTACT INFORMATION

Metalla Royalty & Streaming Ltd.

Brett Heath, President & CEO

Phone: 604-696-0741

Email: info@metallaroyalty.com

Kristina Pillon, Investor Relations

Phone: 604-908-1695

Email: kristina@metallaroyalty.com

Website: www.metallaroyalty.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

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Non-IFRS Financial Measures

Metalla has included certain performance measures in this press release that do not have any standardized meaning prescribed by International Financial Reporting Standards (IFRS) including (a) attributable gold equivalent ounces (GEOs), (b) average cash cost per attributable GEO, (c) average realized price per attributable GEO, (d) operating cash margin per attributable GEO, and (e) adjusted EBITDA. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow.

(a) Attributable GEOs

Attributable GEOs are a non-IFRS financial measure that is composed of gold ounces attributable to the Company, calculated by taking the revenue earned by the Company in the period from payable gold, silver, copper and other metal ounces attributable to the Company divided by the average London fix price of gold for the relevant period. In prior periods the GEOs included an amount calculated by taking the cash received or accrued by the Company in the period from the derivative royalty asset divided by the average London fix gold price for the relevant period. The Company presents attributable GEOs as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. The Company's attributable GEOs for the three months ended March 31, 2024, were:

Attributable GEOs during the period from:
Wharf		173
El Realito		177
La Encantada		48
Aranzazu		200
NLGM		26
Total attributable GEOs		624

(b) Average cash cost per attributable GEO

Average cash cost per attributable GEO is a non-IFRS financial measure that is calculated by dividing the Company's total cash cost of sales, excluding depletion by the number of attributable GEOs. The Company presents average cash cost per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. The Company's average cash cost per attributable GEO for the three months ended March 31, 2024, was:

Cost of sales for NLGM	$	5
Total cash cost of sales		5
Total attributable GEOs		624
Average cash cost per attributable GEO	$	8

(c) Average realized price per attributable GEO

Average realized price per attributable GEO is a non-IFRS financial measure that is calculated by dividing the Company's revenue, excluding any revenue earned from fixed royalty payments, by the number of attributable GEOs. The Company presents average realized price per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis. The Company's average realized price per attributable GEO for three months ended March 31, 2024, was:

Royalty revenue (excluding fixed royalty payments)	$	1,238
Revenue from NLGM		54
Sales from stream and royalty interests		1,292
Total attributable GEOs sold		624
Average realized price per attributable GEO	$	2,069

(d) Operating cash margin per attributable GEO

Operating cash margin per attributable GEO is a non-IFRS financial measure that is calculated by subtracting the average cast cost price per attributable GEO from the average realized price per attributable GEO. The Company presents operating cash margin per attributable GEO as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry that present results on a similar basis.

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(e) Adjusted EBITDA

Adjusted EBITDA is a non-IFRS financial measure which excludes from net income taxes, finance costs, depletion, impairment charges, foreign currency gains/losses, share based payments, and non-recurring items. Management uses Adjusted EBITDA to evaluate the Company's operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company presents Adjusted EBITDA as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming and royalty companies in the precious metals mining industry who present results on a similar basis. However, Adjusted EBITDA does not represent, and should not be considered an alternative to net income (loss) or cash flow provided by operating activities as determined under IFRS. The Company's adjusted EBITDA for three months ended March 31, 2024, was:

Net loss	$	(1,732	)
Adjusted for:
Interest expense		504
Finance charges		85
Income tax provision		10
Depletion		763
Foreign exchange gain		(101	)
Share-based payments		549
Adjusted EBITDA	$	78

(e) Adjusted working capital

Adjusted working capital is a non-IFRS measure which is calculated by taking the Company’s current assets less its current liabilities, excluding the Convertible Loan Facility. The Company presents working capital, adjusted for the Convertible Loan Facility, as the classification of the Convertible Loan Facility as a current liability is driven by changes in classification requirements under IFRS and not because the Company expects that liability to be settled in cash within the next twelve months. The Company believes that the exclusion of the Convertible Loan Facility from adjusted working capital gives a more accurate picture of the liquidity of the Company. Adjusted working capital is not a standardized financial measure under IFRS and therefore may not be comparable to similar measures presented by other companies. The Company’s adjusted working capital as at March 31, 2024, was:

Total current assets	$	13,022
Less:
Total current liabilities		(15,183	)
Working capital		(2,161	)
Adjusted for:
Convertible Loan Facility		12,510
Adjusted working capital	$	10,349

Refer the Company's MD&A for the three months ended March 31, 2024, which is available on SEDAR+ at www.sedarplus.ca, for a numerical reconciliation of the non-IFRS financial measures described above. The presentation of these non-IFRS financial measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these non-IFRS financial measures differently.

Technical and Third-Party Information

Metalla has limited, if any, access to the properties on which Metalla(or any of its subsidiaries) holds a royalty, stream or other interest. Metalla is dependent on (i) the operators of the mines or properties and their qualified persons to provide technical or other information to Metalla, or (ii) publicly available information to prepare disclosure pertaining to properties and operations on the mines or properties on which Metalla holds a royalty, stream or other interest, and generally has limited or no ability to independently verify such information. Although Metalla does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Metalla's royalty, stream or other interests. Metalla's royalty, stream or other interests can cover less than 100% and sometimes only a portion of the publicly reported mineral reserves, resources and production of a property.

Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this press release, ‎including any ‎references to mineral resources or mineral reserves, was prepared in accordance with Canadian ‎NI 43-101‎, which differs significantly from the requirements of the U.S. Securities and ‎Exchange Commission (the "SEC") ‎applicable to U.S. domestic issuers. Accordingly, the scientific and technical ‎information contained or referenced in this press ‎release may not be comparable to similar information made ‎public by U.S. companies subject to the reporting and ‎disclosure requirements of the SEC.‎

‎

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"Inferred mineral resources" have a great amount of uncertainty as to their existence and great uncertainty as to ‎their ‎economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ‎ever be ‎upgraded to a higher category. Historical results or feasibility models presented herein are not guarantees ‎or expectations of ‎future performance.‎

Cautionary Note Regarding Forward-Looking Statements

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only and the Company does not intend to and does not assume any obligation to update or revise them except as required by applicable law.

All statements included herein that address events or developments that we expect to occur in the ‎future ‎are ‎forward-looking statements. Generally, forward-looking statements can be identified by the use of ‎forward-looking terminology 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, but are not limited to, statements ‎regarding: future events or future performance of Metalla;‎ the completion of the Company’s royalty ‎purchase transactions; ‎the Company’s plans and objectives; ‎the Company’s future financial and ‎operational performance; ‎ expectations regarding stream and royalty interests owned by the Company; ‎‎the satisfaction of future payment obligations, contractual commitments and contingent commitments by ‎Metalla;‎ the future achievement of any milestones in respect of the payment or satisfaction of contingent ‎‎‎consideration by ‎Metalla‎; ‎the future availability of ‎funds, including drawdowns pursuant to the Convertible Loan Facility (as amended or supplemented);‎ the ‎effective interest rate of drawdowns under the Convertible Loan Facility (as amended or supplemented) ‎and the life ‎expectancy thereof; ‎the future conversion of funds drawn down by ‎Metalla under the Convertible Loan Facility (as amended or supplemented)‎;‎ the amount that Metalla has to pay under the Convertible Loan Facility and the applicable exchange rate;‎ the completion by property owners of announced drilling programs, capital expenditures, and ‎other planned activities ‎in relation to properties on ‎which the Company and its subsidiaries hold a royalty ‎or streaming interest and the ‎expected timing thereof; ‎production and life of mine estimates or forecasts ‎at the properties on which the Company and its subsidiaries hold a ‎royalty ‎or streaming interest‎;‎ future ‎disclosure by property owners and the expected timing ‎thereof; ‎the completion by property owners of ‎announced capital expenditure programs; the improvement of ore throughput rates at La Encantada and the timing thereof;‎ the expected 2024 production guidance at the La India deposit at El Realito;‎ that production at El Realito will come from residual leaching of heap leach pads and will continue through year-‎end 2024;‎ the expected 2024 production guidance at Wharf;‎ the focus of the exploration efforts at Wharf in 2024; the expansion and infill drilling at the Juno deposit at Wharf;‎ the drilling campaign in Aranzazu and the goal of increasing mineral reserves and resources;‎ the expected 2024 production guidance at NLGM; the ramp up on the operation to commercial production at the Côté Gold Project‎;‎ the expected 2024 production guidance at the Côté Gold Project‎;‎ the technical studies planned to complete test work and studies to optimize inclusion of Gosselin into future Côté life-‎of-mine plans;‎ the planned drilling program for 2024 at Gosselin and related expenditures;‎ the receipt of approval for the Environmental and Social Impact Assessment at Taca Taca and the anticipated ‎timing thereof;‎ the planned drilling programs for 2024 at Fosterville and related expenditures;‎ the expected start of production at Endeavor and the anticipated timing thereof;‎ the expected expenditures at Endeavor; the expected mine life and production at Endeavor; the expected start of production at the AK deposit and the anticipated timing thereof;‎ the production processing at the AK deposit and the anticipated timing thereof;‎ the start of commercial production at Tocantinzinho and the anticipated funding and timing thereof; the start of commissioning activities at Tocantinzinho and the timing thereof;‎ the planned drilling program for 2024 for Wasamac and related expenditures;‎ the assessment by Agnico of optimal mining rate and milling strategy for Wasamac;‎ the start and the focus of the surface exploration program of geological mapping and channel sampling ‎at Castle ‎Mountain and the timing thereof;‎ the work on the preliminary draft Environmental Impact Statement for Castle Mountain throughout 2024 and 2025; the creation of a memorandum of understanding with the BLM, San Bernardino County and Castle Mountain;‎ the expectation that Akasaba West will provide flexibility at the Goldex complex; ‎the expected production at Akasaba West;‎ ‎ the completion and focus of a mine restart study on the La Guitarra mine and the anticipated timing thereof; the anticipated use of the loan proceeds received by Sierra Madre from First Majestic for use at La Guitarra;‎ the release of a mine restart study and plan for La Parrilla and the anticipated timing thereof; the expected mine life, production and cash costs for Fifteen Mile Stream;‎ the start of development of Fifteen Mile Stream and anticipated timing thereof;‎‎ the second phase of exploration drilling at Camflo, and test for potential lateral extensions of mineralization and infill ‎known zones; ‎Agnico’s belief regarding open-pit mining and location of processing at Camflo;‎ ‎royalty payments to be paid to Metalla by property owners or operators of mining projects ‎pursuant to ‎each royalty ‎interest; ‎the future outlook of Metalla and the mineral reserves and resource ‎estimates for the properties with respect to which ‎the ‎Metalla has or proposes to acquire an interest;‎ ‎‎future gold, silver and copper prices;‎ other potential developments relating to, or achievements by, the ‎counterparties for the Company’s stream and ‎‎royalty agreements, and with respect to the mines and ‎other properties in which the Company has, or may ‎‎acquire, a stream or royalty interest;‎ costs and other ‎financial or economic measures;‎ ‎prospective transactions; ‎growth and achievements‎; financing and ‎adequacy of capital; ‎ future payment of dividends; ‎future public and/or private placements of equity, ‎debt or hybrids thereof; and ‎the Company’s ability to fund its current operational requirements and ‎capital projects.‎

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Such forward-looking statements reflect management’s current beliefs and are based on information ‎currently available to ‎management. Forward-looking statements are based on forecasts of future results, ‎estimates of amounts not yet determinable ‎and assumptions that, while believed by management to be ‎reasonable, are inherently subject to significant business, ‎economic and competitive uncertainties, and ‎contingencies. Forward-looking statements are subject to various known and ‎unknown risks and ‎uncertainties, many of which are beyond the ability of Metalla to control or predict, that may cause ‎‎Metalla'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: risks related to commodity price fluctuations; the ‎absence of control over mining operations from which ‎Metalla will ‎purchase precious metals pursuant to ‎gold streams, silver streams and other agreements or from which it will receive royalty ‎payments ‎‎pursuant to net smelter returns, gross overriding royalties, gross ‎value royalties and other royalty ‎agreements or ‎interests and risks related to 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; risks related to ‎exchange rate ‎‎fluctuations; that payments in respect of streams and royalties may be delayed or may never be made;‎ ‎‎risks ‎related to Metalla’s reliance on public disclosure and other ‎information regarding the mines or ‎‎projects ‎underlying its streams ‎and royalties;‎ ‎that some royalties or ‎streams may be subject to ‎confidentiality arrangements that limit or prohibit ‎disclosure ‎regarding ‎those ‎royalties and streams;‎ ‎‎business opportunities that become available to, or are pursued by, Metalla;‎ that ‎‎Metalla’s cash flow is ‎dependent on the activities of others;‎ that Metalla has had negative cash flow from ‎operating activities ‎in ‎the past; ‎that some royalty and stream interests are subject to rights of other ‎interest-holders;‎ ‎that ‎Metalla’s royalties and ‎streams may have unknown defects;‎ risks related to ‎Metalla’s two ‎material assets, ‎the Côté property and the Taca Taca property;‎ risks related to general ‎business and economic ‎conditions;‎ risks related to global ‎financial conditions, geopolitical events and other uncertainties;‎ ‎risks ‎related to epidemics, ‎pandemics or ‎other public health crises, including COVID-19 global health ‎pandemic, and the ‎spread of other ‎viruses or ‎pathogens, and the ‎potential impact thereof on Metalla’s ‎business, operations and financial ‎condition; ‎‎that Metalla is dependent on its key personnel;‎ ‎ risks ‎related to Metalla’s financial controls;‎ ‎ dividend ‎policy and ‎future payment of dividends;‎ ‎competition;‎ that ‎project operators may not respect ‎contractual obligations;‎ that Metalla’s ‎royalties and streams may be ‎unenforceable;‎ risks related to ‎conflicts of interest of Metalla’s directors and officers;‎ that ‎Metalla may ‎not be able to obtain adequate ‎financing in the future;‎ ‎‎ risks ‎related to Metalla’s ‎current credit facility and financing agreements;‎ ‎litigation;‎ ‎title, permit or ‎license disputes related to ‎‎interests on any of the properties in which Metalla holds, or ‎may acquire, a ‎‎royalty, stream or other ‎interest;‎ interpretation by ‎government entities of tax laws or the implementation ‎of new tax laws;‎ ‎changes in tax laws impacting Metalla;‎ risks related to ‎anti-bribery and anti-corruption ‎laws; credit and ‎liquidity risk; risks related to Metalla’s information systems and cyber ‎security;‎ risks ‎posed by activist ‎shareholders;‎ ‎ that Metalla may suffer reputational damage in the ordinary course of ‎business;‎‎ ‎risks ‎related to acquiring, investing in or developing resource projects;‎ ‎ risks applicable to ‎owners and ‎operators of properties in ‎which Metalla holds an interest;‎ ‎ exploration, development and ‎operating risks;‎ ‎‎risks related to climate change;‎ ‎environmental risks;‎ ‎that the exploration and ‎development activities ‎related to mine operations are subject to extensive laws ‎‎and ‎regulations;‎ that the ‎operation of a mine or ‎project is subject to the receipt and maintenance of permits from ‎‎‎governmental ‎authorities;‎ ‎ risks ‎associated with the acquisition and maintenance of mining infrastructure;‎ ‎that Metalla’s ‎‎success is ‎dependent on the efforts of operators’ employees;‎ ‎risks related to mineral resource and ‎mineral reserve ‎estimates;‎ ‎that mining depletion may not be replaced by the discovery of new mineral ‎reserves;‎ that ‎operators’ mining operations ‎are ‎subject to risks that may not be able to be insured ‎against;‎ ‎ risks ‎related to land title;‎ risks related to international operations;‎ ‎risks related to operating in ‎countries with ‎developing economies;‎ ‎risks related to the construction, development and ‎expansion of ‎mines or ‎projects;‎ risks associated with operating in areas that are presently, or were formerly, inhabited ‎or used ‎‎by ‎indigenous peoples;‎ that Metalla is required, in certain jurisdictions, to allow individuals from ‎that ‎jurisdiction to hold ‎‎nominal interests in ‎Metalla’s subsidiaries in that jurisdiction;‎ the volatility of the ‎stock ‎market;‎ ‎that existing securityholders ‎may be diluted;‎ ‎risks related to Metalla’s public disclosure ‎‎obligations;‎ ‎risks associated with future sales or issuances of debt or ‎equity securities; risks associated ‎‎with the Company’s loan facility;‎ that there can be no assurance that an active trading ‎market for ‎‎Metalla’s securities will be sustained;‎ risks related to the enforcement of civil judgments against Metalla; ‎‎‎risks ‎relating to Metalla potentially being a passive “foreign investment company” within the meaning ‎of ‎‎U.S. federal tax ‎laws; and the other risks and uncertainties disclosed under the heading “Risk Factors” in ‎the Company’s most recent Annual ‎Information Form, annual report on Form 40-F and other documents ‎filed with or submitted to the Canadian securities ‎regulatory authorities on the SEDAR+ website at ‎www.sedarplus.ca and the U.S. Securities and Exchange Commission on the ‎EDGAR website at ‎www.sec.gov. 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, there may be ‎other factors that 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 from those anticipated in such ‎statements. Accordingly, readers ‎should not place undue reliance on forward-looking statements. We are under no obligation ‎to update or ‎alter any forward-looking statements except as required under applicable securities laws. For the reasons ‎set forth ‎above, undue reliance should not be placed on forward-looking statements.

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