
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2022, AND 2021

|
Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 |
Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Metalla Royalty & Streaming Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Metalla Royalty & Streaming Ltd. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of loss and comprehensive loss, cash flows, and changes in equity for each of the years in the two‑year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for each of the years in the two‑year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Chartered Professional Accountants
We have served as the Company’s auditor since 2017.
Vancouver, Canada
March 30, 2023
|
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP. |
| As at | |||||||||
| December 31, | December 31, | ||||||||
| Notes | 2022 | 2021 | |||||||
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | $ | $ | |||||||
| Accounts receivable | 3 | ||||||||
| Current portion of derivative royalty asset | 5 | ||||||||
| Prepaid expenses and other | |||||||||
| Total current assets | |||||||||
| Non-current assets | |||||||||
| Royalty, stream, and other interests | 4 | ||||||||
| Derivative royalty asset | 5 | ||||||||
| Investment in Silverback | 6 | ||||||||
| Total non-current assets | |||||||||
| TOTAL ASSETS | $ |
$ |
|||||||
| LIABILITIES AND EQUITY | |||||||||
| LIABILITIES | |||||||||
| Current liabilities | |||||||||
| Trade and other payables | 7 | $ |
$ |
||||||
| Current portion of loans payable | 8 | ||||||||
| Total current liabilities | |||||||||
| Non-current liabilities | |||||||||
| Loans payable | 8 | ||||||||
| Deferred income tax liabilities | |||||||||
| Total non-current liabilities | |||||||||
| Total liabilities | |||||||||
| EQUITY | |||||||||
| Share capital | 12 | ||||||||
| Reserves | |||||||||
| Deficit | ( |
) | ( |
) | |||||
| Total equity | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||
Events after reporting date (Note 17)
These consolidated financial statements were authorized for issuance by the Board of Directors on March 30, 2023.
Approved by the Board of Directors
|
“Brett Heath” |
Director |
“Lawrence Roulston” |
Director |
The accompanying notes are an integral part of these consolidated financial statements.
- 4 -
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in United States dollars, except for share amounts)
| Year ended | |||||||||
| December 31, | |||||||||
| Notes | 2022 | 2021 | |||||||
| Revenue from royalty interests | 9 | $ | $ | ||||||
| Depletion on royalty interests | 4 | ( |
) | ( |
) | ||||
| Gross profit | |||||||||
| General and administrative expenses | 10 | ( |
) | ( |
) | ||||
| Share-based payments | 12 | ( |
) | ( |
) | ||||
| Royalty interest impairment | 4 | ( |
) | ||||||
| Loss from operations | ( |
) | ( |
) | |||||
| Share of net income (loss) of Silverback | 6 | ( |
) | ||||||
| Mark-to-market gain (loss) on derivative royalty asset | 5 | ( |
) | ||||||
| Interest expense | 8 | ( |
) | ( |
) | ||||
| Finance charges | 8 | ( |
) | ( |
) | ||||
| Gain on extension of loan payable | 8 | ||||||||
| Fair value adjustment on marketable securities | ( |
) | ( |
) | |||||
| Foreign exchange gain (loss) | ( |
) | |||||||
| Other income (expenses) | ( |
) | |||||||
| Loss before income taxes | ( |
) | ( |
) | |||||
| Current income tax expense | 11 | ( |
) | ( |
) | ||||
| Deferred income tax recovery | 11 | ||||||||
| Net loss and comprehensive loss | $ | ( |
) | $ | ( |
) | |||
| Earnings (loss) per share - basic and diluted | $ | ( |
) | $ | ( |
) | |||
| Weighted average number of shares outstanding - basic and diluted | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
- 5 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
| Year ended | |||||||||
| December 31, | |||||||||
| Notes | 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net loss | $ | ( |
) | $ | ( |
||||
| Items not affecting cash: | |||||||||
| Share of net loss (income) of Silverback | 6 | ( |
) | ||||||
| Mark-to-market loss (gain) on derivative royalty asset | 5 | ( |
) | ||||||
| Depletion | |||||||||
| Interest and accretion expense | |||||||||
| Finance charges | |||||||||
| Gain on extension of loan payable | ( |
) | |||||||
| Royalty interest impairment | |||||||||
| Share-based payments | |||||||||
| Deferred income tax recovery | ( |
) | ( |
) | |||||
| Fair value adjustment on marketable securities | |||||||||
| Unrealized foreign exchange effect | ( |
) | |||||||
| ( |
) | ( |
) | ||||||
| Payments received from derivative royalty asset | 5 | ||||||||
| Changes in non-cash working capital items: | |||||||||
| Accounts receivable | ( |
) | |||||||
| Prepaid expenses and other | ( |
) | |||||||
| Trade and other payables | ( |
) | ( |
) | |||||
| Net cash provided by (used in) operating activities | ( |
) | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
| Acquisitions of royalty and stream interests | 4 | ( |
) | ( |
) | ||||
| Dividends received from Silverback | 6 | ||||||||
| Net cash used in investing activities | ( |
) | ( |
) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
| Proceeds from exercise of stock options | |||||||||
| Proceeds from ATM, net of share issue costs | |||||||||
| Proceeds from convertible loan facility | 8 | ||||||||
| Interest paid | 8 | ( |
) | ( |
) | ||||
| Finance charges paid | 8 | ( |
) | ( |
) | ||||
| Net cash provided by financing activities | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( |
) | |||||||
| Changes in cash and cash equivalents during period | ( |
) | |||||||
| Cash and cash equivalents, beginning of period | |||||||||
| Cash and cash equivalents, end of period | $ |
$ |
|||||||
Supplemental disclosure with respect to cash flows (Note 14)
The accompanying notes are an integral part of these consolidated financial statements.
- 6 -
| Number of | Share | Total | |||||||||||||
| shares | capital | Reserves | Deficit | equity | |||||||||||
| Balance as at December 31, 2020 | $ | $ | $ | ( |
) | $ | |||||||||
| Shares issued in ATM, net of issue costs | - | - | |||||||||||||
| Issuance of committed shares | ( |
) | - | - | |||||||||||
| Conversion on loan payable (Note 8) | ( |
) | - | ||||||||||||
| Allocation of conversion feature net of taxes (Note 8) | - | - | - | ||||||||||||
| Exercise of stock options | ( |
) | - | ||||||||||||
| Shares issued on vesting of restricted share units | ( |
) | - | - | |||||||||||
| Share-based payments - stock options | - | - | - | ||||||||||||
| Share-based payments - restricted share units | - | - | - | ||||||||||||
| Loss for the period | - | - | - | ( |
) | ( |
) | ||||||||
| Balance as at December 31, 2021 | $ | $ | $ | ( |
) | $ | |||||||||
| Shares issued in ATM, net of issue costs | - | - | |||||||||||||
| Acquisition of royalty and other interests (Note 4) | - | - | |||||||||||||
| Exercise of stock options | ( |
) | - | ||||||||||||
| Shares issued on vesting of restricted share units | ( |
) | - | - | |||||||||||
| Share-based payments - stock options | - | - | - | ||||||||||||
| Share-based payments - restricted share units | - | - | - | ||||||||||||
| Loss for the period | - | - | - | ( |
) | ( |
) | ||||||||
| Balance as at December 31, 2022 | $ | $ | $ | ( |
) | $ |
The accompanying notes are an integral part of these consolidated financial statements.
- 7 -
|
METALLA ROYALTY & STREAMING LTD. |
1. NATURE OF OPERATIONS
Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company"), incorporated in Canada, is a precious metals royalty and streaming company, which engages in the acquisition and management of precious metal royalties, streams, and similar production-based interests. The Company's 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 $
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of Compliance
The 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") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").
(b) Basis of Preparation and Measurement
These 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 consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
These consolidated financial statements are presented in United States dollars except as otherwise indicated.
(c) Foreign Currency Translation
The functional currency of the Company and its subsidiaries is the principal currency of the economic environment in which they operate. For the Company and its subsidiaries, the functional currency is the U.S. dollar. The presentation currency for the Company is the U.S. dollar.
Transactions in currencies other than the functional currency are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the reporting date while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the consolidated statement of loss and comprehensive loss.
| - 8 - |
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METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
(d) Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, including its principal subsidiaries Royalty & Streaming Mexico S.A. de C.V. (Mexico), Metalla America Ltd. (USA), MTA Royalty & Streaming Pty Ltd. (Australia), ValGold Resources Ltd. (Canada), Metalla S.A. (Argentina), Geological Services Inc. (USA), Idaho Resources Corporation (USA), Genesis Gold Corporation (USA), and Metalla SEZC (Cayman Islands). All intercompany balances and transactions have been eliminated on consolidation.
Subsidiaries
Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases.
(e) Royalty, Stream, and Other Interests
Royalty, stream, and other interests consist of acquired royalty, stream, and other interests. These interests are recorded at cost and capitalized as tangible assets with finite lives. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. Project evaluation costs that are not related to a specific royalty or stream asset are expensed in the period incurred. Borrowing costs attributed to the acquisition of qualifying assets are capitalized to royalty, stream, and other interests, and are included in the carrying amounts of related assets until the asset is available for use in the manner intended by management.
Producing royalty and stream interests are depleted using the units-of-production method over the life of the property to which the interest relates, which is estimated using available information of proven and probable reserves and the portion of resources expected to be classified as mineral reserves at the mine corresponding to the specific agreement.
On acquisition of a royalty or stream interest, an allocation of its fair value may be attributed to the exploration potential of the interest and is recorded as an exploration asset on the acquisition date. The carrying value of the exploration potential is accounted for in accordance with IFRS 6 Exploration and Evaluation of Mineral Resources ("IFRS 6") and is not depleted until such time as the technical feasibility and commercial viability have been established, at which point the value of the asset is accounted for in accordance with IAS 16 Property, Plant and Equipment ("IAS 16"). Upon demonstration of the technical and commercial feasibility of a project and a development decision, the carrying value related to that project is subject to an impairment test and is reclassified in accordance with IAS 16.
(f) Joint Operations
Under IFRS 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The Company recognizes its direct right to the assets, liabilities, revenues, and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues, and expenses.
| - 9 - |
|
METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
(g) Investments in Associates
Companies over which the Company has significant influence, but not control, are determined to be associates and accounted for using the equity basis of accounting, whereby the investment is initially recorded at cost, adjusted to recognize the Company's share of earnings or losses and reduced by dividends received. The Company assesses its equity investments for impairment if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the equity investment and if the event or events have an impact on the estimated future cash flow of the investment. Objective evidence of impairment of an equity investment includes:
(h) Impairment of Royalty, Stream, and Other interests
The carrying amounts of non-financial assets, excluding deferred income tax assets, are reviewed for impairment at each reporting date, or whenever events or changes in circumstances indicate the carrying amounts may not be recoverable. If there are indicators of impairment, a review is undertaken to determine whether the carrying amounts are in excess of their recoverable amounts. Reviews are undertaken on an asset-by-asset basis, except where the recoverable amount for an individual asset cannot be determined, in which case the review is undertaken at the cash-generating unit ("CGU") level.
If the carrying amount of a CGU or non-financial asset exceeds the recoverable amount, being the higher of its fair value less costs to sell and its value-in-use, an impairment loss is recognized in net loss as the excess of the carrying amount over the recoverable amount. With respect to CGUs, impairment losses are allocated to reduce the carrying amounts of the assets of the CGU on a pro-rata basis. The future cash flows expected is derived using estimates of proven and probable reserves, a portion of resources that is expected to be converted into reserves and information regarding the Company's royalty, stream, and other production-based interests, respectively, that could affect the future recoverability of the Company's interests. Discount factors are determined individually for each asset and reflect their respective risk profiles. In certain circumstances, the Company may use a market approach in determining the recoverable amount which may include an estimate of (a) net present value of estimated future cash flows; (b) dollar value per ounce or pound of reserve/resource; (c) cash-flow multiples; and/or (d) market capitalization of comparable assets.
Non-financial assets that have previously been impaired are tested for a possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed, or may have partially reversed. In these instances, the impairment loss is reversed to the recoverable amount but not beyond the carrying amount, net of amortization, that would have arisen if the prior impairment loss had not been recognized.
(i) Revenue Recognition
Revenue is comprised of revenue earned in the year from royalty, stream, and other interests. The Company recognizes revenue upon the transfer of control of the relevant commodity to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those commodities.
For stream interests, revenue recognition occurs when the relevant commodity received from the stream operator is delivered by the Company to its third-party customers. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the sales contract.
| - 10 - |
|
METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
For royalty interests, revenue recognition occurs when control of the relevant commodity is transferred to the end customer by the operator of the royalty property. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreement. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of consideration to which it expects to be entitled and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
(j) Financial Instruments
All financial instruments are initially recorded at fair value and designated as follows:
Cash includes cash on account and is subsequently measured at amortized cost.
Trade receivables relate to amounts received from sales of refined gold and silver and royalty revenue. These receivables are non-interest bearing and are recognized at fair value and are subsequently measured at amortized cost. The Company has applied the simplified approach to determining expected credit losses, which requires expected lifetime losses to be recognized upon initial recognition of the receivables.
Marketable securities are designated as fair value through profit and loss ("FVTPL") unless they are irrevocably designated, on an individual basis, as fair value through other comprehensive income ("FVOCI"). Investment transactions are recognized on the trade date with transaction costs included in the underlying balance. Fair values are determined by reference to quoted market prices at the statement of financial position date.
Derivative royalty assets are designated as FVTPL. Fair values are determine using a valuation model and inputs that are not based on observable market data.
Accounts payables, accrued liabilities, and loans payable are initially recorded at fair value, less transaction costs. These financial liabilities are subsequently measured at amortized cost, calculated using the effective interest rate method
(k) Related Party Transactions
Parties are considered related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered related if they are subject to common control or significant influence. A transaction is considered a related party transaction when there is a transfer of resources or obligations between related parties.
(l) Share Capital
Common shares issued for non-monetary consideration are recorded at their fair value based on closing price on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty's performance is complete.
The proceeds from the issue of units are allocated between common shares and share purchase warrants on a pro-rata basis based on the relative fair values. The fair value of the common shares is based on the market closing price on the date of issuance and the fair value of the share purchase warrants is determined using the Black-Scholes option pricing model.
| - 11 - |
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METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Transaction costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.
(m) Earnings (loss) Per Share
The Company presents basic earnings (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to equity holders of the Company by the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated by adjusting the earnings attributable to equity holders and the weighted average number of common shares outstanding for the effects of all potentially dilutive common shares. The calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. In periods where a loss is reported, diluted loss per share is the same as basic loss per share as the effects of potentially dilutive common shares would be anti-dilutive.
(n) Income Taxes
Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in the consolidated statement of loss and comprehensive loss.
Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous periods.
Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and losses carried forward. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
(o) Share-based Payments
The Company grants stock options and restricted share units ("RSUs") to directors, officers, employees and consultants to acquire common shares of the Company. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to share capital. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.
| - 12 - |
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METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
The fair value method of accounting is used for share-based payment transactions. Under this method, the cost of stock options and other equity-settled share-based payment arrangements are recorded based on the estimated fair value at the grant date and charged to earnings over the vesting period. Where awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognized is proportionately reversed in the period the forfeiture occurs.
(p) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Chief Executive Officer ("CEO").
The Company operates in a single segment, the acquisition and management of precious metal royalties, streams, and similar production-based interests. In addition, the Company has corporate activities, which include the evaluation and acquisition of new precious metal royalties, streams, and similar production-based interests, treasury and finance, regulatory reporting, and corporate administration.
(q) Critical Accounting Estimates and Judgments
The preparation of the Company's consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Information about significant areas of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.
Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:
Royalty interests
The Company holds royalty interests in production stage mineral properties. The royalty interests are recorded initially at their costs and are being depleted using the units of production basis over the expected life of the related mineral property, which is determined using available estimates of future metal prices and future production. Proven and probable reserves and future production plans associated with the royalty interests as determined by the operators impact the measurement of the respective assets. These estimates affect the depletion of the royalty interests and the assessment of the recoverability of the carrying value of the royalty interests.
Management considers both external and internal sources of information in assessing whether there are any indications that the Company's royalty interests are impaired. External sources of information that management considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and affect the recoverable amount of its royalty interests. Internal sources of information that management considers include the indications of economic performance of the assets.
| - 13 - |
|
METALLA ROYALTY & STREAMING LTD. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
In determining the recoverable amounts of the Company's royalty interests, management makes estimates of the discounted net cash flows expected to be derived from the Company's royalty interests, costs of disposal, and the appropriate discount rates and discount multiples that apply to the specific asset. Reductions in metal price forecasts, increases in estimated future costs of production for the mine operators, reductions in the amount of recoverable mineral reserves, mineral resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company's royalty interests.
Estimation of depletion
The Company's royalty, stream, and other production-based interests that generate economic benefits are considered depletable and are depleted on a unit-of-production basis over the ounces of production that are expected to generate the cash flows that will be attributable to the Company. These calculations require the use of estimates and assumptions, including the amount of contained metals, the recovery rates, and payable rates for the contained metals being treated through a milling or refining process. Changes to these assumptions may impact the estimated recoverable reserves, resources or exploration potential which could directly impact the depletion rates used. Changes to depletion rates are accounted for prospectively.
Derivative royalty
The Company holds a derivative royalty asset which is carried at fair value at each period end. In order to calculate the fair value at period end the Company uses a valuation model and is required to make estimates and assumptions on the timing of delivery of gold ounces, future gold price, as well as future currency exchange rates. Changes to these assumptions may impact the fair value of the asset at period end, as well as the classification of the amount that is disclosed as current versus non-current.
Income taxes
The interpretation of existing tax laws or regulations in Canada, Australia, Argentina, Mexico, the United States, or any of the countries in which our property interests are located requires the use of judgment. Differing interpretation of these laws or regulations could result in an increase in the Company's taxes, or other governmental charges, duties or impositions. In addition, the recoverability of deferred income tax assets, including expected periods of reversal of temporary differences and expectations of future taxable income, are assessed by management at the end of each reporting period and adjusted, as necessary, on a prospective basis.
Functional currency
The functional currency for each of the Company's subsidiaries and associates is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determine the primary economic environment.
| - 14 - |
|
METALLA ROYALTY & STREAMING LTD. |
3. ACCOUNTS RECEIVABLE
| As at | ||||||
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| Royalty, derivative royalty, and stream receivables | $ | $ | ||||
| GST and other recoverable taxes | ||||||
| Other receivables | ||||||
| Total accounts receivable | $ | $ | ||||
As at December 31, 2022, and December 31, 2021, 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 December 31, 2022, and December 31, 2021, was $.
4. ROYALTY, STREAM, AND OTHER INTERESTS
| Producing | Development | Exploration | ||||||||||
| assets | assets | assets | Total | |||||||||
| As at December 31, 2020 | $ | $ | $ | $ | ||||||||
| Amalgamated Kirkland acquisition | ||||||||||||
| Tocantinzinho acquisition | ||||||||||||
| CentroGold acquisition | ||||||||||||
| Del Carmen acquisition | ||||||||||||
| Côté-Gosselin acquisition | ||||||||||||
| La Fortuna acquisition | ||||||||||||
| Castle Mountain acquisition | ||||||||||||
| Depletion (1) | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other | ( |
) | ( |
) | ||||||||
| As at December 31, 2021 | $ | $ | $ | $ | ||||||||
| First Majestic portfolio acquisition | ||||||||||||
| Lac Pelletier acquisition | ||||||||||||
| Beaufor amendment | ||||||||||||
| Endeavor Silver Stream reclassification (2) | ( |
) | ||||||||||
| El Realito reclassification (3) | ( |
) | ||||||||||
| Joaquin and COSE impairments | ( |
) | ( |
) | ||||||||
| Depletion (1) | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other | ||||||||||||
| As at December 31, 2022 | $ | $ | $ | $ | ||||||||
| Historical cost | $ | $ | $ | $ | ||||||||
| Accumulated depletion | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
(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.
(2) The Endeavor mine was previously classified as production, however it was placed on care and maintenance in December 2019 and has not since restarted, as such the Company has reclassified it to development stage properties.
(3) The Company received its first royalty payments on El Realito and has reclassified it from a development asset to a producing asset.
| - 15 - |
|
METALLA ROYALTY & STREAMING LTD. |
4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd...)
(a) During the year ended December 31, 2022, the Company had the following transactions:
Beaufor Amendment
In February 2022, the Company amended an existing
Lac Pelletier Acquisition
In October 2022, the Company acquired a
First Majestic Portfolio Acquisition
In December 2022, the Company acquired a portfolio of eight royalties from First Majestic Silver Corp. ("First Majestic") for total consideration of
(b) During the year ended December 31, 2021, the Company had the following acquisitions:
Amalgamated Kirkland Acquisition
In February 2021, the Company closed an agreement to acquire an existing
Del Carmen Acquisition
In February 2021, the Company closed an agreement to acquire an existing
| - 16 - |
|
METALLA ROYALTY & STREAMING LTD. |
4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd...)
Tocantinzinho Acquisition
In March 2021, the Company closed an agreement to acquire an existing
CentroGold Acquisition
In March 2021, the Company closed an agreement to acquire an existing
The royalty is a
The $
As at December 31, 2022, none of the milestone payment triggers had been met, as such no amounts were accrued or payable to Jaguar for any related milestone payments.
La Fortuna Acquisition
In April 2021, the Company acquired an existing
Côté-Gosselin Acquisition
In June 2021, the Company acquired an existing
| - 17 - |
|
METALLA ROYALTY & STREAMING LTD. |
4. ROYALTY, STREAM, AND OTHER INTERESTS (cont'd...)
Castle Mountain Acquisition
In October 2021, the Company acquired an existing
(c) Impairment
The Company owns a royalty on the Joaquin project and on the COSE project, both of which are currently owned and operated by Pan American Silver (“Pan American”). The ore from both Joaquin and COSE was trucked to the Manantial Espejo mine where the mill had excess capacity.
On February 22, 2023, Pan American released its annual statements and as per those statements it disclosed that mining and processing activities at Manantial Espejo concluded in January 2023 and the assets were placed on care and maintenance at the end of 2022.
The Company considered this announcement as an indicator of impairment on both Joaquin and COSE and as at December 31, 2022, fully impaired both royalties to $Nil, and for the twelve months ended December 31, 2022, recorded an impairment charge of $
The Company believes there is significant value that remains at these projects based on historical NI 43-101 compliant Resources that were excluded from the Pan American mine plan. If the projects are restarted, or are sold to an entity with a plan to restart mining and processing activities, the Company will do a further analysis to see if any part of the impairment can be reversed in the future.
5. DERIVATIVE ROYALTY ASSET
In October 2020, the Company closed an agreement to acquire an existing
The royalty is a 27.5% PPR royalty on the difference between the average London PM fix gold price for the quarter and A$
| - 18 - |
|
METALLA ROYALTY & STREAMING LTD. |
5. DERIVATIVE ROYALTY ASSET (cont'd...)
At December 31, 2022, the key inputs used in the Company's valuation model for the Higginsville PPR derivative asset were:
Based on the valuation model the Company estimated the fair value at December 31, 2022, was $
|
Derivative |
|||
| royalty asset | |||
| As at December 31, 2020 | $ | ||
| Payments received or due under derivative royalty asset | ( |
) | |
| Mark-to-market loss on derivative royalty asset | ( |
) | |
| As at December 31, 2021 | $ | ||
| Payments received or due under derivative royalty asset | ( |
) | |
| Mark-to-market gain on derivative royalty asset | |||
| As at December 31, 2022 | $ | ||
| Current portion | $ | ||
| Long-term portion | $ | ||
6. INVESTMENT IN SILVERBACK
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Opening balance | $ | $ | ||||
| Income (loss) in Silverback for the period | ( |
) | ||||
| Distribution | ( |
) | ( |
) | ||
| Ending balance | $ | $ | ||||
The Company, through its wholly-owned subsidiary, holds a
| - 19 - |
|
METALLA ROYALTY & STREAMING LTD. |
6. INVESTMENT IN SILVERBACK (cont'd...)
The acquisition of Silverback resulted in a fair value adjustment of $
Management evaluated the materiality of the error, both quantitatively and qualitatively, and concluded that the changes were not material to the consolidated financial statements taken as a whole for any prior period. To correct for this immaterial prior period error the Company recorded a catch-up depletion charge of $
Summarized financial information for Silverback for the year ended December 31, 2022, was as follows:
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Current assets | $ | $ | ||||
| Non-current assets | ||||||
| Total assets | ||||||
| Total liabilities | ( |
) | ( |
) | ||
| Revenue from stream interest | ||||||
| Depletion | ( |
) | ( |
) | ||
| Net income and comprehensive income for the period | $ | $ | ||||
Included in the Company’s investment in Silverback at December 31, 2022, is $
7. TRADE AND OTHER PAYABLES
| As at | ||||||
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| Trade payables and accrued liabilities | $ | $ | ||||
| Taxes payable | ||||||
| Total trade and other payables | $ | $ | ||||
8. LOANS PAYABLE
| Convertible | Other | ||||||||||
| loan facility | loans | Total | |||||||||
| As at December 31, 2020 | $ | $ | $ | ||||||||
| Additions | |||||||||||
| Allocation of conversion feature | ( |
) | ( |
) | |||||||
| Conversion | ( |
) | ( |
) | |||||||
| Interest expense | |||||||||||
| Interest payments | ( |
) | ( |
) | |||||||
| Foreign exchange adjustments | |||||||||||
| As at December 31, 2021 | $ | $ | $ | ||||||||
| Interest expense | |||||||||||
| Interest payments | ( |
) | ( |
) | |||||||
| Foreign exchange adjustments | ( |
) | ( |
) | |||||||
| Gain on extension of loan payable | ( |
) | ( |
) | |||||||
| As at December 31, 2022 | $ | $ | $ |
Convertible Loan Facility
In March 2019, the Company entered into a convertible loan facility (the "Loan Facility") of C$
| - 20 - |
|
METALLA ROYALTY & STREAMING LTD. |
8. LOANS PAYABLE (cont'd...)
On August 6, 2020, the Company completed an amendment with Beedie on its Loan Facility (the "Loan Amendment"). As part of the Loan Amendment:
i. Beedie converted C$
ii. the Company drew down the remaining undrawn C$
iii. the Loan Facility was increased by an aggregate C$
iv. if for a period of 30 consecutive trading days the 30-day VWAP is at a 50% premium above any or all of the conversion prices, the Company may elect to convert the principal amount outstanding under the Loan Facility at the respective conversion prices; and
v. the standby fee on all undrawn funds available under the Loan Facility will bear an interest rate of
In October 2020, Beedie converted the remaining C$
In March 2021, the Company drew down $
In October 2021, the Company drew down $
In August 2022, the Company and Beedie entered into an agreement to extend the maturity date of the Amended Loan Facility from April 22, 2023, to January 22, 2024 (the "Loan Extension"). In consideration for the Loan Extension the Company incurred a fee of
As at December 31, 2022, the Company had C$
| - 21 - |
|
METALLA ROYALTY & STREAMING LTD. |
8. LOANS PAYABLE (cont'd...)
For the year ended December 31, 2022, the Company recognized finance charges of $
Subsequent to period end the Company signed a binding term sheet to amend the Amended Loan Facility, see Note 17 for additional details.
Other Loans
In connection with the Castle Mountain acquisition in October 2021 (Note 4), the Company entered into a $
9. REVENUE
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Royalty revenue | ||||||
| Wharf | $ | $ | ||||
| El Realito | ||||||
| COSE | ||||||
| Joaquin | ||||||
| Total royalty revenue | ||||||
| Other fixed royalty payments | ||||||
| Total revenue | $ | $ | ||||
The Company operates in one industry and has one reportable segment, which is reviewed by the chief operating decision maker.
10. GENERAL AND ADMINISTRATIVE EXPENSES
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Compensation and benefits | $ | $ | ||||
| Corporate administration | ||||||
| Professional fees | ||||||
| Listing and filing fees | ||||||
| Total general and administrative expenses | $ | $ | ||||
| - 22 - |
|
METALLA ROYALTY & STREAMING LTD. |
11. 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:
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Loss before income taxes | $ | ( |
) | $ | ( |
) |
| Canadian federal and provincial income tax rates | % | % | ||||
| Expected income tax recovery at statutory income tax rate | ( |
) | ( |
) | ||
| Difference between Canadian and foreign tax rate | ( |
) | ||||
| Permanent differences | ||||||
| Changes in unrecognized deferred tax assets | ||||||
| Other adjustments | ( |
) | ||||
| Total income tax expense (recovery) | $ | $ | ( |
) | ||
| Current income tax expense | $ | $ | ||||
| Deferred income tax recovery | $ | ( |
) | $ | ( |
) |
The composition of the Company's net deferred income tax asset (liability) that has been recognized is as follows:
| As at | |||||||
| December 31, | December 31, | ||||||
| 2022 | 2021 | ||||||
| Deferred tax assets: | |||||||
| Mineral expenditures and capital assets | $ | $ | |||||
| Share issue costs | |||||||
| Non-capital losses and others | |||||||
| Unrecognized deferred tax assets | ( |
) | ( |
) | |||
| Deferred tax liabilities | ( |
) | ( |
) | |||
| Net deferred income tax liabilities | $ | ( |
) | $ | ( |
) | |
The Company's significant temporary differences, unused tax credits, and unused tax losses that have not been recognized as deferred income tax assets as at December 31, 2022, are as follows:
| Mineral | ||||||||||||
| expenditures | Non- capital | |||||||||||
| and other | Share issue | losses and | ||||||||||
| capital assets | costs | others | Total | |||||||||
| Expiry 2026 to 2040 | $ | $ | $ | $ | ||||||||
| No expiry date |
Tax attributes are subject to review, and potential adjustments, by tax authorities.
| - 23 - |
|
METALLA ROYALTY & STREAMING LTD. |
12. SHARE CAPITAL
Authorized share capital consists of an unlimited number of common shares without par value.
(a) Issued Share Capital
As at December 31, 2022, the Company had
During the year ended December 31, 2022, the Company:
During the year ended December 31, 2021, the Company:
(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
The continuity of stock options for the year ended December 31, 2022, was as follows:
| Weighted | ||||||
| average | ||||||
| exercise price | Number | |||||
| (C$) | outstanding | |||||
| As at December 31, 2020 | $ | |||||
| Granted | ||||||
| Exercised | ( |
) | ||||
| As at December 31, 2021 | $ | |||||
| Granted | ||||||
| Exercised (1) | ( |
) | ||||
| Forfeited | ( |
) | ||||
| As at December 31, 2022 | $ |
(1)
| - 24 - |
|
METALLA ROYALTY & STREAMING LTD. |
12. SHARE CAPITAL (cont'd...)
During the year ended December 31, 2022, the Company granted
| Year ended December 31, |
|||||
| 2022 | 2021 | ||||
| Risk free interest rate | |||||
| Expected dividend yield | |||||
| Expected stock price volatility | |||||
| Expected life in years | |||||
| Forfeiture rate | |||||
For the year ended December 31, 2022, in accordance with the vesting terms of the stock options granted, the Company recorded a charge to share-based payments expense of $
As at December 31, 2022, the weighted average remaining life of the stock options outstanding was
| Exercise | ||||||
| price | Number | Number | ||||
| Expiry date | (C$) | outstanding | exercisable | |||
| March 1, 2023 | $ |
|||||
| September 17, 2023 | $ |
|||||
| January 4, 2024 | $ |
|||||
| January 15, 2025 | $ |
|||||
| November 6, 2025 | $ |
|||||
| April 27, 2026 | $ |
|||||
| August 16, 2027 | $ |
|||||
| - 25 - |
|
METALLA ROYALTY & STREAMING LTD. |
12. SHARE CAPITAL (cont'd...)
(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
| Number | |||
| outstanding | |||
| As at December 31, 2020 | |||
| Granted | |||
| Settled | ( |
) | |
| As at December 31, 2021 | |||
| Granted | |||
| Settled | ( |
) | |
| Forfeited | ( |
) | |
| As at December 31, 2022 |
For the year ended December 31, 2022, in accordance with the vesting terms of the RSUs granted, the Company recorded a charge to share-based payments expense of $
13. RELATED PARTY TRANSACTIONS AND BALANCES
The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:
| Year ended | ||||||
| December 31, | ||||||
| 2022 | 2021 | |||||
| Salaries and fees | $ | $ | ||||
| Share-based payments | ||||||
| $ | $ | |||||
As at December 31, 2022, the Company had $
14. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Significant Non-Cash Investing and Financing Activities
During the year ended December 31, 2022, the Company:
a) issued
b) reallocated $
c) reallocated $
| - 26 - |
|
METALLA ROYALTY & STREAMING LTD. |
14. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (cont'd...)
During the year ended December 31, 2021, the Company:
a) issued
b) issued
c) reallocated $
d) reallocated $
15. FINANCIAL INSTRUMENTS
The Company classified its financial instruments as follows:
| As at | ||||||
| December 31, | December 31, | |||||
| 2022 | 2021 | |||||
| Financial assets | ||||||
| Amortized cost: | ||||||
| Cash | $ | $ | ||||
| Royalty, derivative royalty, and stream receivables | ||||||
| Other receivables | ||||||
| Fair value through profit or loss: | ||||||
| Derivative royalty asset | ||||||
| Marketable securities | ||||||
| Total financial assets | $ | $ | ||||
| Financial liabilities | ||||||
| Amortized cost: | ||||||
| Trade and other payables | $ | $ | ||||
| Loans payable | ||||||
| Total financial liabilities | $ | $ | ||||
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.
| - 27 - |
|
METALLA ROYALTY & STREAMING LTD. |
15. FINANCIAL INSTRUMENTS (cont'd...)
The carrying value of cash, receivables, and accounts payable and accrued liabilities approximated their fair value because of the short-term nature of these instruments. Marketable securities are classified within Level 1 of the fair value hierarchy. Royalty, derivative royalty, and stream receivables that reflect amounts that are receivable to the Company without further adjustments are classified as amortized cost. The derivative royalty asset was valued using certain inputs that are not based on observable market data, inputs used include a gold forward price curve, US$/A$ foreign exchange rates based on forward curves, and an estimated discount rate (Note 5). Therefore, the derivative royalty asset is classified within Level 3 of the fair value hierarchy. Due to the change in comparable market interest rates the Company has estimated that the fair value of the Company’s loans payable as at December 31, 2022, was $
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 December 31, 2022, 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. All current liabilities are settled within one year.
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 December 31, 2022, and assuming that all other variables remain constant, a
| - 28 - |
|
METALLA ROYALTY & STREAMING LTD. |
As at December 31, 2022, the Company had the following contractual obligations:
| Less than | 1 to | Over | ||||||||||
| 1 year | 3 years | 3 years | Total | |||||||||
| Trade and other payables | $ | $ | $ | $ | ||||||||
| Loans payable principal and interest payments | ||||||||||||
| Payments related to acquisition of royalties and streams | ||||||||||||
| Total commitments | $ | $ | $ | $ |
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 as disclosed in Note 4. However, these payments are subject to certain triggers or milestone conditions that have not been met as of December 31, 2022.
17. EVENTS AFTER REPORTING DATE
Subsequent to December 31, 2022, the Company had the following transactions:
a) Lama Acquisition - on March 9, 2023, the Company closed a transaction with an arm's length seller to acquire an existing
b) Alamos Acquisition - on February 23, 2023, the Company closed a transaction with Alamos Gold Corp. ("Alamos") to acquire one silver stream and three royalties for aggregate consideration of $
c) Loan Facility Extension – on March 30, 2023, the Company signed a binding term sheet with Beedie to amend its Amended Loan Facility by: (i) extending the maturity date to
d) Castle Mountain Loan Extension – 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 $
| - 29 - |