
| METALLA ROYALTY & STREAMING LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in thousands of United States dollars) |
| As at | ||||||||
| March 31, | December 31, | |||||||
| Notes | 2026 | 2025 | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 9,971 | $ | 9,794 | ||||
| Accounts receivable | 3 | 3,018 | 4,379 | |||||
| Prepaid expenses and other | 1,156 | 1,259 | ||||||
| Total current assets | 14,145 | 15,432 | ||||||
| Non-current assets | ||||||||
| Royalty, stream, and other interests | 4 | 255,687 | 255,153 | |||||
| Investment in Silverback | 101 | 200 | ||||||
| Deferred income tax assets | 100 | 81 | ||||||
| Total non-current assets | 255,888 | 255,434 | ||||||
| TOTAL ASSETS | $ | 270,033 | $ | 270,866 | ||||
| LIABILITIES AND EQUITY | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | $ | 1,953 | $ | 3,966 | ||||
| Current acquisition payables | 13 | 2,148 | 2,446 | |||||
| Total current liabilities | 4,101 | 6,412 | ||||||
| Non-current liabilities | ||||||||
| Revolving credit facility | 5 | 12,264 | 12,176 | |||||
| Deferred income tax liabilities | 523 | 525 | ||||||
| Total non-current liabilities | 12,787 | 12,701 | ||||||
| Total liabilities | 16,888 | 19,113 | ||||||
| EQUITY | ||||||||
| Share capital | 8 | 312,338 | 310,465 | |||||
| Reserves | 13,779 | 14,371 | ||||||
| Deficit | (72,972 | ) | (73,083 | ) | ||||
| Total equity | 253,145 | 251,753 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 270,033 | $ | 270,866 | ||||
These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 13, 2026.
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.
| METALLA ROYALTY & STREAMING LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited - Expressed in thousands of United States dollars, except for share and per share amounts) |
| Three months ended | ||||||||
| March 31, | March 31, | |||||||
| Notes | 2026 | 2025 | ||||||
| Revenue from royalty interests | 6 | $ | 3,064 | $ | 1,721 | |||
| Depletion on royalty interests | 4 | (364 | ) | (497 | ) | |||
| Gross profit | 2,700 | 1,224 | ||||||
| General and administrative expenses | 7 | (1,547 | ) | (899 | ) | |||
| Share-based payments | 8 | (780 | ) | (546 | ) | |||
| Earnings (loss) from operations | 373 | (221 | ) | |||||
| Share of net income of Silverback | 88 | 37 | ||||||
| Mark-to-market loss on derivatives | - | (31 | ) | |||||
| Interest expense | 5 | (349 | ) | (448 | ) | |||
| Finance charges | 5 | (37 | ) | (80 | ) | |||
| Foreign exchange loss | (36 | ) | (1 | ) | ||||
| Other income | 258 | 38 | ||||||
| Earnings (loss) before income taxes | 297 | (706 | ) | |||||
| Current income tax expense | (207 | ) | (52 | ) | ||||
| Deferred income tax recovery | 21 | 27 | ||||||
| Net income (loss) and comprehensive income (loss) | $ | 111 | $ | (731 | ) | |||
| Earnings (loss) per share - basic and diluted | $ | 0.001 | $ | (0.01 | ) | |||
| Weighted average number of shares outstanding: | ||||||||
| Basic | 9 | 93,212,062 | 92,341,558 | |||||
| Diluted | 9 | 95,671,170 | 92,341,558 | |||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| METALLA ROYALTY & STREAMING LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - Expressed in thousands of United States dollars) |
| Three months ended | ||||||||
| March 31, | March 31, | |||||||
| Notes | 2026 | 2025 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | 111 | $ | (731 | ) | |||
| Items not affecting cash: | ||||||||
| Depletion | 4 | 364 | 497 | |||||
| Interest and accretion expense | 349 | 448 | ||||||
| Finance charges | 37 | 80 | ||||||
| Share-based payments | 780 | 546 | ||||||
| Share of net income of Silverback | (88 | ) | (37 | ) | ||||
| Mark-to-market loss on derivatives | - | 31 | ||||||
| Income tax expense | 186 | 25 | ||||||
| Unrealized foreign exchange loss (gain) | 37 | (8 | ) | |||||
| Other | (150 | ) | (42 | ) | ||||
| 1,626 | 809 | |||||||
| Changes in non-cash working capital items: | ||||||||
| Accounts receivable | 1,362 | 743 | ||||||
| Prepaid expenses and other | 247 | 7 | ||||||
| Trade and other payables | (2,212 | ) | (928 | ) | ||||
| Net cash provided by operating activities | 1,023 | 631 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Settlement of acquisition payable | (1,250 | ) | - | |||||
| Dividends received from Silverback | 187 | 69 | ||||||
| Net cash provided by (used in) investing activities | (1,063 | ) | 69 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from exercise of stock options | 501 | - | ||||||
| Interest paid | 5 | (214 | ) | (821 | ) | |||
| Finance charges paid | 5 | (38 | ) | (616 | ) | |||
| Net cash provided by (used in) financing activities | 249 | (1,437 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | (32 | ) | (6 | ) | ||||
| Changes in cash and cash equivalents during period | 177 | (743 | ) | |||||
| Cash and cash equivalents, beginning of period | 9,794 | 9,717 | ||||||
| Cash and cash equivalents, end of period | $ | 9,971 | $ | 8,974 | ||||
Supplemental disclosure with respect to cash flows (Note 11)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| METALLA ROYALTY & STREAMING LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited - Expressed in thousands of United States dollars, except for share amounts) |
| Number of | Share | Total | |||||||||||||||||
| Shares | Capital | Reserves | Deficit | Equity | |||||||||||||||
| Balance as at December 31, 2024 | 92,076,438 | $ | 307,848 | $ | 13,021 | $ | (68,842 | ) | $ | 252,027 | |||||||||
| Conversion of loan payable | 412,088 | 1,043 | - | - | 1,043 | ||||||||||||||
| Shares issued on vesting of restricted share units | 6,250 | 24 | (24 | ) | - | - | |||||||||||||
| Share-based payments - stock options | - | - | 191 | - | 191 | ||||||||||||||
| Share-based payments - restricted share units | - | - | 355 | - | 355 | ||||||||||||||
| Loss for the period | - | - | - | (731 | ) | (731 | ) | ||||||||||||
| Balance as at March 31, 2025 | 92,494,776 | $ | 308,915 | $ | 13,543 | $ | (69,573 | ) | $ | 252,885 | |||||||||
| Number of | Share | Total | |||||||||||||||||
| Shares | Capital | Reserves | Deficit | Equity | |||||||||||||||
| Balance as at December 31, 2025 | 92,899,448 | $ | 310,465 | $ | 14,371 | $ | (73,083 | ) | $ | 251,753 | |||||||||
| Exercise of stock options | 286,420 | 1,074 | (573 | ) | - | 501 | |||||||||||||
| Shares issued on vesting of restricted share units | 256,894 | 799 | (799 | ) | - | - | |||||||||||||
| Share-based payments - stock options | - | - | 244 | - | 244 | ||||||||||||||
| Share-based payments - restricted share units | - | - | 536 | - | 536 | ||||||||||||||
| Income for the period | - | - | - | 111 | 111 | ||||||||||||||
| Balance as at March 31, 2026 | 93,442,762 | $ | 312,338 | $ | 13,779 | $ | (72,972 | ) | $ | 253,145 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
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 $73.0 million as at March 31, 2026, and has had losses from operations for multiple years. 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 twelve months from the date of this report. Continued operations of the Company are dependent on the Company's ability to generate positive cash flow in the future, receive continued financial support, and/or complete external financing.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
(a) Statement of Compliance
These 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. These condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2025.
(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, which is the Company's functional currency, and all values are rounded to the nearest thousand United States dollars except as otherwise indicated.
The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. Information about significant areas of estimation uncertainty and judgments made by management in preparing the condensed interim consolidated financial statements are unchanged from those disclosed in the Company's most recent annual consolidated financial statements for the year ended December 31, 2025.
(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 year ended December 31, 2025, except for the change as discussed below.
The Company adopted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026. These amendments include clarifications to the derecognition requirements for financial liabilities settled through electronic payment systems, additional guidance on the classification of financial assets with contingent features, and additional disclosure requirements for financial instruments. The Company also adopted Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 effective January 1, 2026. There was no material impact to the financial statements from the adoption of these new accounting standards.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT'D…)
(d) Future Changes to Accounting Policies
Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for the three months ended March 31, 2026, and have not been early adopted by the Company. New and amended accounting standards that are not applicable to the Company have been excluded from this note. The Company is currently assessing the impact of the following new standard:
3. ACCOUNTS RECEIVABLE
| As at | |||||||
| March 31, | December 31, | ||||||
| 2026 | 2025 | ||||||
| Royalty and stream receivables | $ | 2,932 | $ | 4,312 | |||
| GST and other recoverable taxes | 51 | 33 | |||||
| Other receivables | 35 | 34 | |||||
| Total accounts receivable | $ | 3,018 | $ | 4,379 | |||
As at March 31, 2026, and December 31, 2025, the Company did not have any royalty and stream receivables that were past due. The Company's allowance for doubtful accounts as at March 31, 2026, and December 31, 2025, was $Nil.
4. ROYALTY, STREAM, AND OTHER INTERESTS
| Producing | Development | Exploration | |||||||||||||
| Assets | Assets | Assets | Total | ||||||||||||
| As at December 31, 2024 | $ | 26,014 | $ | 221,484 | $ | 7,804 | $ | 255,302 | |||||||
| Côté-Gosselin acquisition | - | 2,437 | - | 2,437 | |||||||||||
| Depletion | (2,240 | ) | - | - | (2,240 | ) | |||||||||
| Reclassifications and other(1) | 1,785 | (1,785 | ) | (346 | ) | (346 | ) | ||||||||
| As at December 31, 2025 | $ | 25,559 | $ | 222,136 | $ | 7,458 | $ | 255,153 | |||||||
| Hoyle Pond milestone amount | - | 898 | - | 898 | |||||||||||
| Depletion | (364 | ) | - | - | (364 | ) | |||||||||
| As at March 31, 2026 | $ | 25,195 | $ | 223,034 | $ | 7,458 | $ | 255,687 | |||||||
| Historical cost | $ | 37,796 | $ | 227,806 | $ | 7,507 | $ | 273,109 | |||||||
| Accumulated depletion and impairments | $ | (12,601 | ) | $ | (4,772 | ) | $ | (49 | ) | $ | (17,422 | ) |
(1) During the year ended December 31, 2025, the Company wrote off an exploration asset in its entirety for $0.3 million.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
4. ROYALTY, STREAM, AND OTHER INTERESTS (CONT'D…)
(a) During the three months ended March 31, 2026, the Company completed the following transaction:
Hoyle Pond Milestone Amount
During the three months ended March 31, 2026, a contractual milestone payment associated with the Company's interest in the Hoyle Pond Extension property was achieved, resulting in a payment obligation of C$1.0 million to the counterparty. The original purchase agreement had further contingent milestone payments totalling C$6.5 million associated with the Hoyle Pond, Timmins West Extension, and the DeSantis mine that would become payable by the Company upon the achievement of specific milestones at each of the underlying properties. Upon achievement of the first milestone at Hoyle Pond, the Company reached an agreement with the counterparty whereby all current and future milestone payments related to Hoyle Pond, Timmins West Extension, and the DeSantis mine have been eliminated and in exchange Metalla will make a payment in cash of C$1.25 million ($0.9 million). Subsequent to March 31, 2026, in May 2026, C$0.5 million of the C$1.25 million was paid in cash, the remaining amount is expected to be paid prior to the completion of the third quarter of 2026.
(b) During the year ended December 31, 2025, the Company completed the following transactions:
Acquisition
On October 31, 2025, the Company completed the acquisition of a further 0.15% interest in the Côté-Gosselin Net Smelter Return ("NSR") royalty for C$3.4 million ($2.4 million) in cash, bringing Metalla's total ownership on the Côté-Gosselin NSR royalty to 1.50%.
Reclassification
During the year ended December 31, 2025, the Company reclassified Endeavor from development assets to producing assets and commenced depletion because of the restart of the Endeavor mine.
5. LOANS PAYABLE
| Revolving | Convertible | ||||||||||
| Credit Facility | Loan Facility | Total | |||||||||
| As at December 31, 2024 | $ | - | $ | 12,693 | $ | 12,693 | |||||
| Draw down on revolving credit facility | 13,100 | - | 13,100 | ||||||||
| Transaction costs | (1,084 | ) | - | (1,084 | ) | ||||||
| Interest and accretion expense | 628 | 772 | 1,400 | ||||||||
| Principal repayment | - | (11,919 | ) | (11,919 | ) | ||||||
| Conversion | - | (1,043 | ) | (1,043 | ) | ||||||
| Extinguishment of loan facility | - | 738 | 738 | ||||||||
| Interest payment | (305 | ) | (1,300 | ) | (1,605 | ) | |||||
| Accrued fees payment | - | (536 | ) | (536 | ) | ||||||
| Foreign exchange adjustments | - | 501 | 501 | ||||||||
| Fair value adjustment of derivative portion | - | 94 | 94 | ||||||||
| As at December 31, 2025(1) | $ | 12,339 | $ | - | $ | 12,339 | |||||
| Interest and accretion expense | 295 | - | 295 | ||||||||
| Interest payment | (214 | ) | - | (214 | ) | ||||||
| As at March 31, 2026 | $ | 12,420 | $ | - | $ | 12,420 | |||||
| Less: Accrued interest included in accounts payable | (156 | ) | - | (156 | ) | ||||||
| As at March 31, 2026 | $ | 12,264 | $ | - | $ | 12,264 |
(1) The closing balance at December 31, 2025, includes $0.2 million of accrued interest included in accounts payable.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
5. LOANS PAYABLE (CONT'D…)
Revolving Credit Facility
On June 24, 2025, Metalla entered into a definitive agreement with the Bank of Montreal ("BMO") and National Bank Financial ("NBF") for a revolving credit facility of $40.0 million (the "RCF"), with an accordion feature for an additional $35.0 million of availability option, subject to certain conditions, to increase the facility to $75.0 million. Upon close, the Company drew down $13.1 million from the RCF and incurred transaction costs of $1.1 million which will be amortized over the term of the loan.
The RCF is available to finance acquisitions and investments, and for general corporate purposes. The RCF has a maturity date of June 24, 2028, which is extendable annually for one year on the mutual agreement of Metalla, BMO, and NBF. Drawdowns under the RCF can either be USD base rate advances which will bear an interest rate equal to a base rate plus applicable margin, or can be term benchmark advances which will bear an interest rate equal to the Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 0.10%, plus an applicable margin of 2.50% to 3.50% per annum depending on the Company's net leverage ratio. The undrawn portion of the RCF is subject to a standby fee of 0.56% to 0.79% per annum depending on the Company's net leverage ratio.
The RCF is subject to standard conditions and covenants which include a net leverage ratio, an interest coverage ratio, and a minimum liquidity amount. The Company was in full compliance with all covenants as at March 31, 2026. The RCF is secured by a first-ranking security interest over all present and future property and assets of the Company and its material subsidiaries.
For the three months ended March 31, 2026, the Company recognized interest expenses associated with the RCF of $0.3 million (March 31, 2025 - $Nil), and recognized finance charges of less than $0.1 million (March 31, 2025 - $Nil), related to standby fees associated with the RCF. As at March 31, 2026, the amount drawn on the RCF was $13.1 million, the availability under the RCF was $26.9 million, and the transaction costs, net of accumulated amortization were $0.8 million.
Convertible Loan Facility
In March 2019, the Company entered into a convertible loan facility (the "Loan Facility") with Beedie Investments Ltd. ("Beedie") to fund acquisitions of royalties and streams, which was subsequently amended from time to time. The Loan Facility bore interest on amounts advanced and a standby fee on funds available. Funds advanced were 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). The Loan Facility was secured by certain assets of the Company.
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 among other things, increase the A&R Loan Facility from C$25.0 million to C$50.0 million, amend the conversion price of the principal amount outstanding of C$16.4 million to a conversion price of C$6.00 per share, amend the conversion price of any accrued and unpaid interest to a conversion price equal to the market price of the shares of Metalla at the time of conversion, and have any accrued and unpaid fees to not be convertible into Common Shares.
On June 24, 2025, concurrent with the closing of the RCF, the Company fully repaid and retired the A&R Loan Facility. The final payments to Beedie included a repayment of the principal balance outstanding of C$16.4 million plus C$0.7 million in accrued interest and standby fees. In connection with the retirement of the A&R Loan Facility, certain assets secured by Beedie were released and there are no further amounts due under the A&R Loan Facility.
On June 24, 2025, upon retirement of the A&R Loan Facility, the Company recorded a $0.7 million loss on extinguishment, which represents the difference between the carrying amount of the A&R Loan Facility on the retirement date and the amount that was paid to retire the A&R Loan Facility.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
6. REVENUE
| Three months ended | |||||||
| March 31, | March 31, | ||||||
| 2026 | 2025 | ||||||
| Tocantinzinho | $ | 1,232 | $ | 760 | |||
| Aranzazu | 649 | 468 | |||||
| Endeavor | 277 | - | |||||
| Wharf | 561 | 359 | |||||
| La Guitarra | 198 | 84 | |||||
| La Encantada | 147 | 48 | |||||
| Total royalty revenue | 3,064 | 1,719 | |||||
| Other fixed royalty payments | - | 2 | |||||
| Total revenue | $ | 3,064 | $ | 1,721 | |||
7. GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended | |||||||
| March 31, | March 31, | ||||||
| 2026 | 2025 | ||||||
| Compensation and benefits | $ | 571 | $ | 479 | |||
| Corporate administration | 646 | 228 | |||||
| Professional fees | 224 | 111 | |||||
| Listing and filing fees | 106 | 81 | |||||
| Total general and administrative expenses | $ | 1,547 | $ | 899 | |||
8. SHARE CAPITAL
Authorized share capital consists of an unlimited number of Common Shares without par value.
(a) Issued Share Capital
As at March 31, 2026, the Company had 93,442,762 Common Shares issued and outstanding (December 31, 2025 - 92,899,448).
During the three months ended March 31, 2026, the Company issued 543,314 Common Shares related to the vesting of restricted shares units ("RSUs") and the exercise of stock options.
During the year ended December 31, 2025, the Company:
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
8. 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, 2026, was as follows:
| Weighted | |||||||
| Average | |||||||
| Exercise Price | Number | ||||||
| (C$) | Outstanding | ||||||
| As at December 31, 2024 | $ | 7.02 | 2,883,207 | ||||
| Granted | 4.41 | 955,000 | |||||
| Exercised(1) | 4.46 | (157,500 | ) | ||||
| Expired | 10.00 | (698,750 | ) | ||||
| Forfeited | 4.26 | (17,500 | ) | ||||
| As at December 31, 2025 | $ | 5.63 | 2,964,457 | ||||
| Granted | 9.88 | 475,700 | |||||
| Exercised(1) | 4.65 | (391,500 | ) | ||||
| Expired | 11.73 | (3,000 | ) | ||||
| Forfeited | 6.69 | (72,100 | ) | ||||
| As at March 31, 2026 | $ | 6.41 | 2,973,557 |
(1) During the three months ended March 31, 2026, 246,500 stock options were exercised on a net exercise basis with a total of 141,420 Common Shares issued for the exercise (2025 - 157,500 and 78,262, respectively). The weighted average share price on the exercise date of the stock options exercised during the three months ended March 31, 2026, was C$11.54 (2025 - C$9.25).
During the three months ended March 31, 2026, the Company granted 475,700 stock options (December 31, 2025 - 955,000) with a weighted-average exercise price of C$9.88 (December 31, 2025 - C$4.41) and a grant date fair value of $1.3 million or $2.69 per option (December 31, 2025 - $1.1 million or $1.19 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:
| Three months | Twelve months | ||||||
| ended | ended | ||||||
| March 31, | December 31, | ||||||
| 2026 | 2025 | ||||||
| Risk free interest rate | 2.41% | 2.79% | |||||
| Expected dividend yield | 0% | 0% | |||||
| Expected stock price volatility | 50% | 51% | |||||
| Expected life in years | 3.25 | 3.25 | |||||
| Forfeiture rate | 0% | 0% |
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
8. SHARE CAPITAL (CONT'D…)
For the three months ended March 31, 2026, in accordance with the vesting terms of the stock options granted, the Company recorded a charge to share-based payments expense of $0.2 million (March 31, 2025 - $0.2 million), with an offsetting credit to reserves. As at March 31, 2026, the weighted average remaining life of the stock options outstanding was 2.75 years (December 31, 2025 - 2.64 years).
The Company's outstanding and exercisable stock options as at March 31, 2026, and their expiry dates are as follows:
| Exercise Price | Number | Number | |||||||||
| Expiry Date | (C$) | Outstanding | Exercisable | ||||||||
| April 27, 2026 | $ | 11.73 | 307,000 | 307,000 | |||||||
| August 27, 2026 | $ | 9.17 | 217,800 | 217,800 | |||||||
| July 20, 2027 | $ | 4.33 | 118,800 | 118,800 | |||||||
| August 16, 2027 | $ | 5.98 | 300,000 | 300,000 | |||||||
| February 22, 2028 | $ | 4.12 | 100,357 | 100,357 | |||||||
| December 28, 2028 | $ | 4.05 | 535,000 | 535,000 | |||||||
| July 23, 2029 | $ | 4.14 | 80,000 | - | |||||||
| February 20, 2030 | $ | 4.41 | 869,000 | 438,500 | |||||||
| February 12, 2031 | $ | 9.88 | 445,600 | - | |||||||
| 2,973,557 | 2,017,457 |
(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 Company's RSUs are equity-settled.
The continuity of RSUs for the three months ended March 31, 2026, was as follows:
| Number | |||
| Outstanding | |||
| As at December 31, 2024 | 897,660 | ||
| Granted | 525,788 | ||
| Settled | (332,660 | ) | |
| Forfeited | (8,750 | ) | |
| As at December 31, 2025 | 1,082,038 | ||
| Granted | 445,175 | ||
| Settled | (256,894 | ) | |
| Forfeited | (48,359 | ) | |
| As at March 31, 2026 | 1,221,960 |
For the three months ended March 31, 2026, in accordance with the vesting terms of the RSUs granted, the Company recorded a charge to share-based payments expense of $0.5 million (March 31, 2025 - $0.4 million), with an offsetting credit to reserves.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
9. EARNINGS PER SHARE ("EPS")
Diluted earnings per share is calculated using the treasury method which assumes that outstanding stock options, with exercise prices that are lower than the average market price of the Common Shares for the relevant period, are exercised and the proceeds are used to purchase shares of the Company at the average market price of the common shares for the relevant period.
Diluted EPS is calculated based on the following weighted average number of shares outstanding:
| Three months ended | |||||||
| March 31, | March 31, | ||||||
| 2026 | 2025 | ||||||
| Basic weighted average number of shares outstanding | 93,212,062 | 92,341,558 | |||||
| Dilutive effect of RSUs | 1,221,960 | - | |||||
| Dilutive effect of stock options | 1,237,148 | - | |||||
| Diluted weighted average number of shares outstanding | 95,671,170 | 92,341,558 | |||||
As a result of the net loss for the three months ended March 31, 2025, all potentially dilutive common shares are antidilutive for the period and thus diluted loss per share is equal to the basic loss per share.
10. RELATED PARTY TRANSACTIONS AND BALANCES
The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:
| Three months ended | |||||||
| March 31, | March 31, | ||||||
| 2026 | 2025 | ||||||
| Salaries and fees | $ | 355 | $ | 323 | |||
| Share-based payments | 712 | 447 | |||||
| Total related party expenses | $ | 1,067 | $ | 770 | |||
As at March 31, 2026, the Company had $Nil (December 31, 2025 - $1.8 million) due to directors and management related to remuneration and expense reimbursements. As at March 31, 2026, the Company had $Nil (December 31, 2025 - $Nil) due from directors and management.
11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Significant Non-Cash Investing and Financing Activities
During the three months ended March 31, 2026, the Company:
a) reallocated $0.8 million from reserves for 256,894 RSUs that settled; and
b) reallocated $0.6 million from reserves for 391,500 stock options exercised.
During the three months ended March 31, 2025, the Company:
a) issued 412,088 Common Shares, valued at $1.0 million, for the conversion of a portion of the accrued interest from the A&R Loan Facility; and
b) reallocated less than $0.1 million from reserves for 6,250 RSUs that settled.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
12. FINANCIAL INSTRUMENTS
The Company classified its financial instruments as follows:
| As at | |||||||
| March 31, | December 31, | ||||||
| 2026 | 2025 | ||||||
| Financial assets | |||||||
| Amortized cost: | |||||||
| Cash and cash equivalents | $ | 9,971 | $ | 9,794 | |||
| Royalty and stream receivables | 2,932 | 4,312 | |||||
| Other receivables | 86 | 67 | |||||
| Fair value through profit or loss: | |||||||
| Marketable securities | 405 | 260 | |||||
| Total financial assets | $ | 13,394 | $ | 14,433 | |||
| Financial liabilities | |||||||
| Amortized cost: | |||||||
| Trade and other payables | $ | 1,953 | $ | 3,966 | |||
| Revolving credit facility | 12,264 | 12,176 | |||||
| Acquisition payable | 2,148 | 2,446 | |||||
| Total financial liabilities | $ | 16,365 | $ | 18,588 | |||
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 and cash equivalents, accounts receivables (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. Marketable securities are included in prepaid expenses and other on the Company's statement of financial position. There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2026, and the year ended December 31, 2025.
The RCF and acquisition payables are carried at amortized cost. The RCF is classified within Level 2 because its applicable interest rate includes an adjustment based on the Company's net leverage ratio and a credit spread adjustment (Note 5). As at March 31, 2026, the fair value of the RCF was $11.5 million (December 31, 2025 - $11.4 million). In prior periods, the Company had derivative loan liabilities embedded in the A&R Loan Facility that were carried at fair value and were classified within Level 3 of the fair value hierarchy, with the retirement of the A&R Loan Facility on June 24, 2025, the Company no longer has any derivative loan liabilities.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
12. 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 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, 2026, 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
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 and stream interests, its cash on-hand, and its committed liabilities. The maturities of the Company's loan liabilities are disclosed in Note 5. 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, 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, 2026, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, and Mexican peso would result in an increase/decrease in the Company's pre-tax income of less than $0.1 million.
Interest Rate Risk
Interest rate risk is the risk that the fair value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. The only financial instrument that is subject to interest rate risk is the RCF (Note 5), which bears a variable interest rate when drawn. The undrawn portion of the RCF is subject to standby charges. There is no significant impact on the Company's pre-tax loss with a 1% increase or decrease in the interest rate charged on the RCF as at March 31, 2026.
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
12. FINANCIAL INSTRUMENTS (CONT'D…)
Commodity Price Risk
The Company's royalties, streams, and other interests are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of gold, copper, and silver are the primary drivers of the Company's profitability and ability to generate free cash flow. All of the Company's future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.
13. COMMITMENTS
As at March 31, 2026, the Company had the following contractual obligations:
| Less than | 1 to | Over | |||||||||||||
| 1 year | 3 years | 3 years | Total | ||||||||||||
| Trade and other payables | $ | 1,953 | $ | - | $ | - | $ | 1,953 | |||||||
| Loans payable principal and interest payments(1) | 839 | 14,578 | - | 15,417 | |||||||||||
| Payments related to acquisition of royalties and streams(2)(3) | 2,148 | - | - | 2,148 | |||||||||||
| Total commitments | $ | 4,940 | $ | 14,578 | $ | - | $ | 19,518 |
(1) Payments required to be made on the RCF based on the closing balance, applicable interest rate, and availability under the RCF as at March 31, 2026.
(2) Cash payment of $1.25 million required for the royalty on the Lama project in January 2027.
(3) Payment of $0.9 million (C$1.25 million) in cash required for a milestone payment under the Hoyle Pond Extension property. Subsequent to March 31, 2026, in May 2026, C$0.5 million of the C$1.25 million was paid in cash. The remaining payment is expected to be made prior to the completion of the third quarter of 2026.
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 at March 31, 2026.
14. SEGMENTED INFORMATION
The Company operates in one industry and has one reportable operating segment, consisting of acquiring and managing gold, silver, and copper royalties, streams, and similar production-based interests, which is managed and reviewed by the Company's CEO who is the chief operating decision maker.
Revenue by geographical region includes revenues earned from royalties and streams and is determined by the geographic area of the mining operations giving rise to the royalty revenue. The Company's revenue by geographical area during the three months ended March 31, 2026, and 2025 was as follows:
| Three months ended | |||||||
| March 31, | March 31, | ||||||
| 2026 | 2025 | ||||||
| Revenue by geographical region: | |||||||
| Australia | $ | 277 | $ | - | |||
| Brazil | 1,232 | 760 | |||||
| Mexico | 994 | 600 | |||||
| USA | 561 | 361 | |||||
| Total revenue | $ | 3,064 | $ | 1,721 | |||
| METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025 (Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts) |
14. SEGMENTED INFORMATION (CONT'D…)
The geographical region of royalties, streams, and other mining interests are determined by the geographic area of the mining operations related to the royalties, streams and other mining interests. As at March 31, 2026, and December 31, 2025, non-current assets were located in the following geographical regions:
| As at | |||||||
| March 31, | December 31, | ||||||
| 2026 | 2025 | ||||||
| Non-current assets by geographical region: | |||||||
| Argentina | $ | 41,711 | $ | 41,711 | |||
| Australia | 6,967 | 6,974 | |||||
| Brazil | 14,922 | 15,067 | |||||
| Canada | 41,202 | 40,303 | |||||
| Chile | 62,419 | 62,419 | |||||
| Mexico | 48,683 | 48,875 | |||||
| USA | 39,780 | 39,782 | |||||
| Other | 204 | 303 | |||||
| Total non-current assets | $ | 255,888 | $ | 255,434 | |||