EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Metalla Royalty & Streaming Ltd. : Exhibit 99.1 - Filed by newsfilecorp.com

 


METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in thousands of United States dollars)


      As at  
      September 30,       December 31,  
  Notes   2025       2024  
ASSETS                
Current assets                
Cash and cash equivalents   $ 11,109     $ 9,717  
Accounts receivable 3   3,357       2,516  
Prepaid expenses and other     661       723  
Total current assets     15,127       12,956  
                 
Non-current assets                
Royalty, stream, and other interests 4   253,591       255,302  
Investment in Silverback     223       314  
Deferred income tax assets     77       105  
Total non-current assets     253,891       255,721  
TOTAL ASSETS   $ 269,018     $ 268,677  
                 
LIABILITIES AND EQUITY                
LIABILITIES                
Current liabilities                
Trade and other payables   $ 611     $ 1,188  
Current acquisition payable     2,393       -  
      3,004       1,188  
Convertible loan facility 5   -       12,693  
Total current liabilities     3,004       13,881  
                 
Non-current liabilities                
Revolving credit facility 5   12,097       -  
Acquisition payable     -       2,233  
Deferred income tax liabilities     526       536  
Total non-current liabilities     12,623       2,769  
Total liabilities     15,627       16,650  
                 
EQUITY                
Share capital 8   309,186       307,848  
Reserves     14,885       13,021  
Deficit     (70,680 )     (68,842 )
Total equity     253,391       252,027  
TOTAL LIABILITIES AND EQUITY   $ 269,018     $ 268,677  

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 12, 2025.

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 LOSS AND COMPREHENSIVE LOSS
(Unaudited - Expressed in thousands of United States dollars, except for share and per share amounts)
 

      Three months ended       Nine months ended  
      September 30,        September 30,        September 30,        September 30,   
  Notes   2025       2024       2025       2024  
                                 
Revenue from royalty interests 6 $ 4,000     $ 1,622     $ 8,416     $ 3,752  
Depletion on royalty interests 4   (656 )     (578 )     (1,711 )     (1,862 )
Gross profit     3,344       1,044       6,705       1,890  
                                 
General and administrative expenses 7   (1,116 )     (1,150 )     (3,082 )     (3,367 )
Share-based payments 8   (768 )     (716 )     (2,159 )     (1,905 )
Earnings (loss) from operations     1,460       (822 )     1,464       (3,382 )
                                 
Share of net income of Silverback     53       36       126       77  
Mark-to-market gain (loss) on derivatives 5   -       (7 )     (94 )     392  
Interest expense  5   (359 )     (494 )     (1,261 )     (1,473 )
Finance charges  5   (38 )     (85 )     (199 )     (255 )
Loss on extinguishment of convertible loan facility 5   -       -       (738 )     -  
Foreign exchange gain (loss)     (78 )     (88 )     (491 )     92  
Other income (expenses)     (35 )     429       (113 )     319  
Earnings (loss) before income taxes     1,003       (1,031 )     (1,306 )     (4,230 )
Current income tax expense     (300 )     (167 )     (513 )     (238 )
Deferred income tax recovery (expense)     (74 )     29       (19 )     76  
Net income (loss) and comprehensive income (loss)   $ 629     $ (1,169 )   $ (1,838 )   $ (4,392 )
                                 
Earnings (loss) per share - basic and diluted   $ 0.01     $ (0.01 )   $ (0.02 )   $ (0.05 )
Weighted average number of shares outstanding:                                
   Basic 9   92,543,216       91,641,647       92,101,579       91,387,297  
   Diluted 9   94,680,847       91,641,647       92,101,579       91,387,297  

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)


      Nine months ended  
      September 30,        September 30,   
  Notes   2025       2024  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (1,838 )   $ (4,392 )
Items not affecting cash:                
Depletion 4   1,711       1,862  
Interest and accretion expense     1,261       1,473  
Finance charges     199       255  
Share-based payments     2,159       1,905  
Share of net income of Silverback     (126 )     (77 )
Mark-to-market loss (gain) on derivatives 5   94       (392 )
Loss on extinguishment of convertible loan facility 5   738       -  
Income tax expense     532       162  
Unrealized foreign exchange loss (gain)     482       (139 )
Other     61       (224 )
      5,273       433  
                 
Payments received from derivative royalty asset     -       806  
Income taxes paid     (192 )     (409 )
                 
Changes in non-cash working capital items:                
Accounts receivable     (840 )     709  
Prepaid expenses and other     12       223  
Trade and other payables     (953 )     (3,948 )
Net cash provided by (used in) operating activities     3,300       (2,186 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Acquisitions of royalty and stream interests     -       (2,199 )
Dividends received from Silverback     217       201  
Net cash provided by (used in) investing activities     217       (1,998 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Draw down on revolving credit facility 5   13,100       -  
Settlement of convertible loan facility 5   (11,919 )     -  
Proceeds from private placement     -       727  
Interest paid 5   (1,532 )     (58 )
Finance charges paid 5   (1,781 )     (255 )
Net cash provided by (used in) financing activities     (2,132 )     414  
                 
Effect of exchange rate changes on cash and cash equivalents     7       (122 )
                 
Changes in cash and cash equivalents during period     1,392       (3,892 )
Cash and cash equivalents, beginning of period     9,717       14,107  
Cash and cash equivalents, end of period   $ 11,109     $ 10,215  

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
Shares 
       Share
Capital 
       Reserves         Deficit         Total
Equity 
 
Balance as at December 31, 2023   90,877,231     $ 303,323     $ 12,930     $ (63,366 )   $ 252,887  
Conversion of loan payable (Note 5)   429,800       1,109       -       -       1,109  
Private placement   250,000       727       -       -       727  
Exercise of stock options   99,319       357       (357 )     -       -  
Shares issued on vesting of restricted share units   92,440       628       (628 )     -       -  
Share-based payments - stock options   -       -       697       -       697  
Share-based payments - restricted share units   -       -       1,208       -       1,208  
Loss for the period   -       -       -       (4,392 )     (4,392 )
Balance as at September 30, 2024   91,748,790     $ 306,144     $ 13,850     $ (67,758 )   $ 252,236  
                                       
                                       
    Number of
Shares
      Share
Capital
      Reserves       Deficit       Total
Equity
 
Balance as at December 31, 2024   92,076,438     $ 307,848     $ 13,021     $ (68,842 )   $ 252,027  
Conversion of loan payable (Note 5)   412,088       1,043       -       -       1,043  
Exercise of stock options   22,860       71       (71 )     -       -  
Shares issued on vesting of restricted share units   50,000       224       (224 )     -       -  
Share-based payments - stock options   -       -       787       -       787  
Share-based payments - restricted share units   -       -       1,372       -       1,372  
Loss for the period   -       -       -       (1,838 )     (1,838 )
Balance as at September 30, 2025   92,561,386     $ 309,186     $ 14,885     $ (70,680 )   $ 253,391  

 

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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 $70.7 million as at September 30, 2025, and has had losses from operations for multiple years. 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. 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.

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, 2024.

(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 thousands of United States dollars except as otherwise indicated.

(c) Future Changes to Accounting Policies

Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for the three and nine months ended September 30, 2025, 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 and amended standards:

  • The IASB has issued classification and measurement and disclosure amendments to IFRS 9 - Financial Instruments and IFRS 7 - Financial Instruments: Disclosures, which are effective for years beginning on or after January 1, 2026, with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows (including instruments where cash flow changes are linked to environmental, social or governance targets).


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

  • IFRS 18 - Presentation and Disclosure in Financial Statements ("IFRS 18") is a new standard that will provide new presentation and disclosure requirements, and which will replace IAS 1 - Presentation of Financial Statements. IFRS 18 introduces changes to the structure of the statement of profit or loss; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted.

3. ACCOUNTS RECEIVABLE

    As at  
    September 30,       December 31,  
    2025       2024  
Royalty and stream receivables $ 3,191     $ 2,253  
GST and other recoverable taxes   108       251  
Other receivables   58       12  
Total accounts receivable $ 3,357     $ 2,516  

As at September 30, 2025, and December 31, 2024, the Company did not have any royalty and stream receivables that were past due. The Company's allowance for doubtful accounts as at September 30, 2025, and December 31, 2024, was $Nil.

4. ROYALTY, STREAM, AND OTHER INTERESTS

    Producing       Development       Exploration          
    Assets       Assets       Assets       Total  
As at December 31, 2023 $ 17,531     $ 232,476     $ 7,817     $ 257,824  
Depletion   (2,509 )     -       -       (2,509 )
Reclassifications and other   10,992       (10,992 )     (13 )     (13 )
As at December 31, 2024 $ 26,014     $ 221,484     $ 7,804     $ 255,302  
Depletion   (1,711 )     -       -       (1,711 )
Reclassifications and other   1,785       (1,785 )     -       -  
As at September 30, 2025 $ 26,088     $ 219,699     $ 7,804     $ 253,591  
                               
Historical cost $ 37,796     $ 224,471     $ 7,853     $ 270,120  
Accumulated depletion and impairments $ (11,708 )   $ (4,772 )   $ (49 )   $ (16,529 )

 

 


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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 nine months ended September 30, 2025, and the subsequent period, the Company completed the following transactions:

Acquisition

On October 31, 2025, the Company completed the acquisition of a further 0.15% interest in a Net Smelter Return ("NSR") royalty on a portion of the Côté gold mine and all of the Gosselin project, owned by IAMGOLD Corporation and Sumitomo Metals Mining Co., Ltd., for C$3.4 million bringing Metalla's total ownership on the Côté-Gosseliln NSR royalty to 1.50%.

Reclassification

During the nine months ended September 30, 2025, the Company reclassified Endeavor from development assets to producing assets and commenced depletion because of the restart of the Endeavor mine.

(b) During the year ended December 31, 2024, the Company completed the following transactions:

Reclassifications

During the period the Company: (i) reclassified Tocantinzinho and La Guitarra from development assets to producing assets; and (ii) reclassified El Realito, which has been fully depleted, from producing assets to development assets as management does not expect any further production from El Realito without further exploration on underground potential.

5. LOANS PAYABLE

    Revolving       Convertible          
    Credit Facility       Loan Facility       Total  
As at December 31, 2023 $ -     $ 13,588     $ 13,588  
Interest and accretion expense   -       1,751       1,751  
Conversion   -       (1,109 )     (1,109 )
Foreign exchange adjustments   -       (1,044 )     (1,044 )
Fair value adjustment of derivative portion   -       (493 )     (493 )
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   329       772       1,101  
Principal repayment   -       (11,919 )     (11,919 )
Conversion   -       (1,043 )     (1,043 )
Extinguishment of loan facility   -       738       738  
Interest payment   (232 )     (1,300 )     (1,532 )
Accrued fees payment   -       (536 )     (536 )
Foreign exchange adjustments   -       501       501  
Fair value adjustment of derivative portion   -       94       94  
As at September 30, 2025 $ 12,113     $ -     $ 12,113  
Less: Accrued interest   (16 )     -       (16 )
As at September 30, 2025 $ 12,097     $ -     $ 12,097  

 


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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 will be 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 September 30, 2025. 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 and nine months ended September 30, 2025, the Company recognized interest expenses associated with the RCF of $0.3 million and $0.3 million, respectively (September 30, 2024 - $Nil and $Nil), and recognized finance charges of less than $0.1 million and less than $0.1 million, respectively (September 30, 2024 - $Nil and $Nil), related to standby fees associated with the RCF. As at September 30, 2025, 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 $1.0 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.

The conversion feature, prepayment options, and availability of credit under the Loan Facility (together the "Derivative Loan Liabilities") were all determined to be non-cash embedded derivatives that were not closely related to the principal amounts due under the loan facility, and as such were bifurcated from the loan facility and the Derivative Loan Liabilities were accounted for at fair value through profit and loss. The debt portion of the loan facility along with any transaction costs and fees directly attributable to the loan facility were included in the respective effective interest rate calculation for the debt portion and were measured at amortized cost.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

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 (the "Accrued Interest Amount") 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 (the "Accrued Fees Amount") to not be convertible into Common Shares.

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

On February 20, 2024, Beedie elected to convert C$1.5 million ($1.1 million) of the Accrued Interest Amount into Common Shares at a conversion price of C$3.49 per share, being the closing price of the shares of Metalla on the TSX-V on February 20, 2024, for a total of 429,800 Common Shares which were issued on March 19, 2024. 

On January 13, 2025, Beedie elected to convert C$1.5 million ($1.0 million) of the Accrued Interest Amount into Common Shares at a conversion price of C$3.64 per share, being the closing price of the shares of Metalla on the TSX-V on January 13, 2025, for a total of 412,088 Common Shares which were issued on February 4, 2025. Additionally, on January 31, 2025, the Company made a payment of C$2.0 million to Beedie to reduce all of the Accrued Interest Amount and Accrued Fees Amount to $Nil as of the payment date.

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.

The Derivative Loan Liabilities were remeasured at June 24, 2025, immediately prior to the retirement of the A&R Loan Facility, and were assigned a fair value of $0.2 million (December 31, 2024 - $0.1 million) and were calculated using a convertible debt and swaption pricing model with the following major market inputs and assumptions:

    As at  
    June 24,       December 31,  
    2025       2024  
Maturity date   May 10, 2027       May 10, 2027  
Risk free interest rate   2.50%       2.72%  
Share price   C$4.93       C$3.62  
Expected volatility   50%       54%  
Dividend yield   $Nil       $Nil  
Conversion price   C$6.00       C$6.00  

 


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

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.

For the three and nine months ended September 30, 2025, the Company recognized finance charges of $Nil and $0.2 million, respectively (September 30, 2024 - $0.1 million and $0.3 million), related to costs associated with the A&R Loan Facility, including standby fees on the undrawn portion of the A&R Loan Facility, as well as set up and other associated costs.

Amendment to IAS 1 - Presentation of Financial Statements

The Company adopted an amendment to IAS 1 effective January 1, 2024, which required the A&R Loan Facility to be presented as a current liability rather than a non-current liability even though the maturity date was not within the next twelve months. This was because the lender had the unconditional right to convert the debt into equity at any time, including within the next twelve months. There were no changes to the expected cash outflows from the convertible debt, and no changes to the liquidity of the Company and the maturity date of the debt remained May 10, 2027, however due to the change in IAS 1 the Company was required to disclose the A&R Loan Facility as a current liability.

6. REVENUE

    Three months ended       Nine months ended  
    September 30,        September 30,        September 30,        September 30,   
    2025       2024       2025       2024  
Royalty revenue                              
Tocantinzinho $ 1,246     $ 167     $ 3,022     $ 167  
Wharf   944       663       2,220       1,258  
Aranzazu   632       485       1,676       1,359  
Endeavor   804       -       804       -  
La Guitarra   112       51       294       51  
La Encantada   102       85       237       221  
El Realito   -       90       -       596  
Other(1)   58       -       58       -  
Total royalty revenue   3,898       1,541       8,311       3,652  
Other fixed royalty payments   102       81       105       100  
Total revenue $ 4,000     $ 1,622     $ 8,416     $ 3,752  

(1) During the period the Company received a small amount of revenue from Plomosas related to the test mining of a bulk sample.

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


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
 

7. GENERAL AND ADMINISTRATIVE EXPENSES

    Three months ended       Nine months ended  
    September 30,        September 30,        September 30,        September 30,   
    2025       2024       2025       2024  
Compensation and benefits $ 503     $ 525     $ 1,472     $ 1,552  
Corporate administration   357       365       872       969  
Professional fees   223       219       589       674  
Listing and filing fees   33       41       149       172  
Total general and administrative expenses $ 1,116     $ 1,150     $ 3,082     $ 3,367  

8. SHARE CAPITAL

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

(a) Issued Share Capital

As at September 30, 2025, the Company had 92,561,386 Common Shares issued and outstanding (December 31, 2024 - 92,076,438).

During the nine months ended September 30, 2025, the Company:

  • issued 412,088 Common Shares related to the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 5); and
  • issued 72,860 Common Shares related to the vesting of RSUs and the exercise of stock options.

During the year ended December 31, 2024, the Company:

  • issued 429,800 Common Shares related to the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 5);
  • issued 250,000 Common Shares related to a private placement; and
  • issued 519,407 Common Shares related to the vesting of RSUs and the exercise of stock options.

(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.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

The continuity of stock options for the nine months ended September 30, 2025, was as follows:

    Weighted           
    Average          
    Exercise Price       Number  
    (C$)       Outstanding  
As at December 31, 2023 $ 6.83       4,834,993  
Granted   4.14       160,000  
Exercised(1)   3.69       (820,781 )
Expired   8.43       (1,176,005 )
Forfeited   4.47       (115,000 )
As at December 31, 2024 $ 7.02       2,883,207  
Granted   4.41       955,000  
Exercised(1)   4.23       (57,500 )
Expired   7.66       (383,750 )
Forfeited   4.26       (17,500 )
As at September 30, 2025 $ 6.27       3,379,457  

(1) During the nine months ended September 30, 2025, 57,500 stock options were exercised on a net exercise basis with a total of 22,860 Common Shares issued for the exercise (2024 - 771,063 and 163,999, respectively).

During the nine months ended September 30, 2025, the Company granted 955,000 stock options (December 31, 2024 - 160,000) with a weighted-average exercise price of C$4.41 (December 31, 2024 - C$4.14) and a grant date fair value of $1.1 million or $1.19 per option (December 31, 2024 - $0.2 million or $1.18 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:

    Nine months       Twelve months  
    ended       ended  
    September 30,        December 31,   
    2025       2024  
Risk free interest rate   2.79%       3.62%  
Expected dividend yield   0%       0%  
Expected stock price volatility   51%       51%  
Expected life in years   3.25       3.25  
Forfeiture rate   0%       0%  

For the three and nine months ended September 30, 2025, in accordance with the vesting terms of the stock options granted, the Company recorded charges to share-based payments expense of $0.3 million and $0.8 million, respectively (September 30, 2024 - $0.2 million and $0.7 million), with offsetting credits to reserves. As at September 30, 2025, the weighted average remaining life of the stock options outstanding was 2.65 years (December 31, 2024 - 2.39 years).


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

The Company's outstanding and exercisable stock options as at September 30, 2025, and their expiry dates are as follows:

      Exercise Price       Number       Number  
Expiry Date     (C$)       Outstanding       Exercisable  
November 6, 2025   $ 12.85       315,000       315,000  
April 27, 2026   $ 11.73       310,000       310,000  
August 27, 2026   $ 9.17       217,800       217,800  
July 20, 2027   $ 4.33       118,800       118,800  
August 16, 2027   $ 5.98       440,000       440,000  
February 22, 2028   $ 4.12       100,357       100,357  
December 28, 2028   $ 4.05       777,500       368,750  
July 23, 2029   $ 4.14       155,000       75,000  
February 20, 2030   $ 4.41       945,000       -  
              3,379,457       1,945,707  

(c) Restricted Share Units

The Company has adopted an RSU plan approved by the Company's shareholders. The maximum number of RSUs that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for stock options. The vesting terms are determined by the Company's Board of Directors at the time of issuance, the standard vesting terms have one-half vest in one year and one-half vest in two years. The continuity of RSUs for the nine months ended September 30, 2025, was as follows:

    Number  
    Outstanding  
As at December 31, 2023   978,350  
Granted   300,000  
Settled   (305,690 )
Forfeited   (75,000 )
As at December 31, 2024   897,660  
Granted   525,788  
Settled   (50,000 )
Forfeited   (8,750 )
As at September 30, 2025   1,364,698  

For the three and nine months ended September 30, 2025, in accordance with the vesting terms of the RSUs granted, the Company recorded charges to share-based payments expense of $0.5 million and $1.4 million, respectively (September 30, 2024 - $0.5 million and $1.2 million), with offsetting credits to reserves.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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       Nine months ended  
    September 30,        September 30,        September 30,        September 30,   
    2025       2024       2025       2024  
Basic weighted average number of shares outstanding   92,543,216       91,641,647       92,101,579       91,387,297  
Dilutive effect of RSUs   1,364,698       -       -       -  
Dilutive effect of stock options   772,933       -       -       -  
Diluted weighted average number of shares outstanding   94,680,847       91,641,647       92,101,579       91,387,297  

As a result of the net losses for the nine months ended September 30, 2025, and the three and nine months ended September 30, 2024, all potentially dilutive common shares are deemed to be antidilutive for the respective periods 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       Nine months ended  
    September 30,        September 30,        September 30,        September 30,   
    2025       2024       2025       2024  
Salaries and fees $ 345     $ 309     $ 1,006     $ 766  
Share-based payments   642       542       1,775       1,481  
Total related party expenses $ 987     $ 851     $ 2,781     $ 2,247  

As at September 30, 2025, the Company had $Nil (December 31, 2024 - $0.6 million) due to directors and management related to remuneration and expense reimbursements. As at September 30, 2025, the Company had $Nil (December 31, 2024 - $Nil) due from directors and management.

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant Non-Cash Investing and Financing Activities

During the nine months ended September 30, 2025, the Company:

a) issued 412,088 Common Shares, valued at $1.0 million, for the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 5);

b) reallocated $0.2 million from reserves for 50,000 RSUs that settled; and

c) reallocated $0.1 million from reserves for 57,500 stock options exercised.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
 

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (CONT'D…)

During the nine months ended September 30, 2024, the Company:

a) issued 429,800 Common Shares, valued at $1.1 million, for the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 5);

b) reallocated $0.6 million from reserves for 92,440 RSUs that settled; and

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

12. FINANCIAL INSTRUMENTS

The Company classified its financial instruments as follows:

    As at  
    September 30,       December 31,  
    2025       2024  
Financial assets              
Amortized cost:              
Cash and cash equivalents $ 11,109     $ 9,717  
Royalty and stream receivables   3,191       2,253  
Other receivables   166       263  
Fair value through profit or loss:              
Marketable securities   256       305  
Total financial assets $ 14,722     $ 12,538  
               
Financial liabilities              
Amortized cost:              
Trade and other payables $ 611     $ 1,188  
Loans payable   12,097       12,625  
Acquisition payables   2,393       2,233  
Fair value through profit or loss:              
Derivative loan liabilities   -       68  
Total financial liabilities $ 15,101     $ 16,114  

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.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

Cash, 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. There were no transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2025, and the year ended December 31, 2024.

Loans payable and acquisition payables are carried at amortized cost. The fair values of the Company's loans payable are approximated by their carrying values as the interest rates are comparable to market interest rates. The 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). 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. 

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 September 30, 2025, 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.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
(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…)

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 September 30, 2025, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, Argentinian peso, and Mexican peso would result in an increase/decrease in the Company's pre-tax income or loss of less than $0.1 million.

13. COMMITMENTS

As at September 30, 2025, the Company had the following contractual obligations:

    Less than       1 to       Over          
    1 year       3 years       3 years       Total  
Trade and other payables $ 611     $ -     $ -     $ 611  
Loans payable principal and interest payments(1)   896       15,127       -       16,023  
Payments related to acquisition of royalties and streams(2)   2,500       -       -       2,500  
Total commitments $ 4,007     $ 15,127     $ -     $ 19,134  

(1) Payments required to be made on the RCF based on the closing balance, applicable interest rate, and availability under the RCF as at September 30, 2025.

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

In addition to the commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that have not been met as of September 30, 2025.