Metalla Royalty & Streaming Ltd. : Form 6-K

0001062993-21-007471.txt : 20210813 0001062993-21-007471.hdr.sgml : 20210813 20210813160616 ACCESSION NUMBER: 0001062993-21-007471 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210813 DATE AS OF CHANGE: 20210813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Metalla Royalty & Streaming Ltd. CENTRAL INDEX KEY: 0001722606 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39166 FILM NUMBER: 211172102 BUSINESS ADDRESS: STREET 1: 543 GRANVILLE STREET STREET 2: SUITE 501 CITY: VANCOUVER STATE: A1 ZIP: V6C 1X8 BUSINESS PHONE: (604)696-0741 MAIL ADDRESS: STREET 1: 543 GRANVILLE STREET STREET 2: SUITE 501 CITY: VANCOUVER STATE: A1 ZIP: V6C 1X8 6-K 1 form6k.htm FORM 6-K Metalla Royalty & Streaming Ltd. : Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: August, 2021

Commission file number: 001-39166

Metalla Royalty & Streaming Ltd.
(Translation of registrant's name into English)

501- 543 Granville Street, Vancouver, BC, V6C 1X8
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover:

[ ] Form 20-F [x] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

EXHIBIT INDEX

EXHIBITS 99.1, 99.4 AND 99.5 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-10 (FILE NO. 333-237887), AS AMENDED AND SUPPLEMENTED, AND ON FORM S-8 (FILE NOS. 333-234659 AND 333-249938) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit	Description

99.1	Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2021 and May 31, 2020

99.2	CEO Certification for period ended June 30, 2021

99.3	CFO Certification for period ended June 30, 2021

99.4	Management Discussion & Analysis for the three and six months ended June 30, 2021

99.5	Consent of Charles Beaudry

99.6	Press Release dated August 13, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 13, 2021		/s/ Kim Casswell
		Kim Casswell
		Corporate Secretary

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

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Expressed in United States Dollars)

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2021 AND MAY 31, 2020

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

			As at
			June 30,			December 31,
	Notes		2021			2020
ASSETS
Current assets
Cash		$	3,450,164		$	5,299,904
Accounts receivable	3		914,384			1,813,575
Current portion of derivative royalty asset	5		2,033,275			2,416,461
Prepaid expenses and other			515,428			783,848
Total current assets			6,913,251			10,313,788

Non-current assets
Royalty, stream, and other interests	4		89,211,694			63,732,457
Derivative royalty asset	5		2,752,605			4,016,149
Investment in Silverback	6		1,364,361			1,668,851
Total non-current assets			93,328,660			69,417,457
TOTAL ASSETS		$	100,241,911		$	79,731,245

LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Trade and other payables	7	$	1,775,308		$	1,772,304
Total current liabilities			1,775,308			1,772,304

Non-current liabilities
Loans payable	8		3,304,643			3,062,706
Deferred income tax liabilities			531,522			511,358
Total non-current liabilities			3,836,165			3,574,064
Total liabilities			5,611,473			5,346,368

EQUITY
Share capital	11		125,391,649			98,130,183
Reserves			9,325,430			11,233,630
Deficit			(40,086,641	)		(34,978,936	)
Total equity			94,630,438			74,384,877
TOTAL LIABILITIES AND EQUITY		$	100,241,911		$	79,731,245

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on August 12, 2021.

Approved by the Board of Directors

"Brett Heath"	Director	"Terry Krepiakevich"	Director

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

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METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited - Expressed in United States dollars, except for share amounts)

			Three months ended						Six months ended
			June 30,			May 31,			June 30,			May 31,
	Notes		2021			2020			2021			2020
						(Restated -						(Restated -
						Note 2(d))						Note 2(d))

Revenue from royalty interests	9	$	696,605		$	19,990		$	1,371,190		$	69,217
Revenue from stream interest	9		-			17,617			-			937,701
Total revenue			696,605			37,607			1,371,190			1,006,918
Cost of sales, excluding depletion			-			(26,777	)		-			(354,758	)
Depletion on royalty and stream interests	4		(407,380	)		(42,559	)		(881,536	)		(259,850	)
Gross profit (loss)			289,225			(31,729	)		489,654			392,310

General and administrative expenses			(896,363	)		(1,292,132	)		(1,892,049	)		(2,019,247	)
Share-based payments	11		(1,473,052	)		(201,478	)		(2,466,773	)		(879,609	)
Loss from operations			(2,080,190	)		(1,525,339	)		(3,869,168	)		(2,506,546	)

Share of net income of Silverback	6		37,828			(17,073	)		109,603			13,333
Mark-to-market loss on derivative royalty asset	5		(351,421	)		-			(599,178	)		-
Interest expense	8		(164,328	)		(205,238	)		(331,781	)		(402,843	)
Finance charges	8		(46,096	)		(24,158	)		(101,231	)		(48,053	)
Accretion and other expenses			(1,164	)		(1,404	)		(6,864	)		(2,737	)
Fair value adjustment on marketable securities			650			9,575			1,198			9,575
Foreign exchange gain (loss)			(69,277	)		58,968			(201,949	)		39,255
Loss before income taxes			(2,673,998	)		(1,704,669	)		(4,999,370	)		(2,898,016	)
Current income tax recovery (expense)	10		(37,027	)		38,857			(54,918	)		(183,126	)
Deferred income tax recovery (expense)	10		(18,956	)		3,366			(53,417	)		(177,095	)
Net loss and comprehensive loss		$	(2,729,981	)	$	(1,662,446	)	$	(5,107,705	)	$	(3,258,237	)

Earnings (loss) per share - basic and diluted			(0.06	)		(0.05	)		(0.12	)		(0.10	)
Weighted average number of shares outstanding - basic and diluted			42,281,245			34,496,399			41,500,851			34,268,767

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

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METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in United States dollars)

			Six months ended
			June 30,			May 31,
			2021			2020
						(Restated -
	Notes					Note 2(d))
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(5,107,705	)	$	(3,258,237	)
Items not affecting cash:
Share of net income of Silverback	6		(109,603	)		(13,333	)
Mark-to-market loss on derivative royalty asset	5		599,178			-
Depletion and amortization			881,536			268,403
Interest and accretion expense			331,781			402,843
Finance charges			101,231			48,053
Share-based payments			2,466,773			879,609
Deferred income tax expense			53,417			177,095
Fair value adjustment on marketable securities			(1,198	)		(9,575	)
Unrealized foreign exchange effect			97,275			57,714
			(687,315	)		(1,447,428	)
Changes in non-cash working capital items:
Accounts receivable			1,946,743			(67,323	)
Prepaid expenses and other			269,618			60,748
Trade and other payables			(1,083,393	)		653,250
Net cash provided by (used in) operating activities			445,653			(800,753	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of royalty and stream interests	4		(25,295,287	)		(3,163,608	)
Dividends received from Silverback	6		414,093			238,685
Net cash used in investing activities			(24,881,194	)		(2,924,923	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options			215,387			541,727
Proceeds from exercise of share purchase warrants			-			1,994,816
Proceeds from ATM, net of share issue costs			18,619,682			-
Dividend paid			-			(629,123	)
Proceeds from convertible loans facility	8		4,011,231			-
Interest paid	8		(167,331	)		(214,691	)
Finance charges paid	8		(101,231	)		(48,053	)
Net cash provided by financing activities			22,577,738			1,644,676

Effect of exchange rate changes on cash			8,063			51,938

Changes in cash during period			(1,849,740	)		(2,029,062	)
Cash, beginning of period			5,299,904			5,629,471
Cash, end of period		$	3,450,164		$	3,600,409

Supplemental disclosure with respect to cash flows (Note 13)

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

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METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited - Expressed in United States dollars, except for share amounts)

	Number of		Share		Reserves			Deficit			Total
	shares		capital		Reserves			Deficit			equity
Balance as at November 30, 2019 ^{(1 )}	33,775,196	$	65,260,077	$	6,804,688		$	(25,734,325	)	$	46,330,440
Acquisition of royalty and other interests	357,120		2,108,443		-			-			2,108,443
Exercise of stock options	266,436		843,727		(302,001	)		-			541,726
Exercise of share purchase and finder's warrants	634,296		2,220,917		(226,102	)		-			1,994,815
Share-based payments - stock options	-		-		786,131			-			786,131
Share-based payments - restricted share units	81,000		260,666		(167,189	)		-			93,477
Elimination of historic foreign currency adjustments	-		-		-			89,071			89,071
Dividend paid	-		-		-			(629,122	)		(629,122	)
Loss for the period	-		-		-			(3,258,237	)		(3,258,237	)
Balance as at May 31, 2020 ^{(1 )}	35,114,048	$	70,693,830	$	6,895,527		$	(29,532,613	)	$	48,056,744

(1) Restated - Note 2(d).

	Number of		Share		Reserves			Deficit			Total
	shares		capital		Reserves			Deficit			equity
Balance as at December 31, 2020	39,739,047	$	98,130,183	$	11,233,630		$	(34,978,936	)	$	74,384,877
Shares issued in ATM, net of issue costs	2,042,132		18,619,682		-			-			18,619,682
Issuance of committed shares (Note 4)	401,875		4,111,181		(4,111,181	)		-			-
Conversion on loan payable (Note 8)	505,050		4,141,329		(697,663	)		-			3,443,666
Allocation of conversion feature net of taxes (Note 8)	-		-		607,759			-			607,759
Exercise of stock options	155,416		389,274		(173,888	)		-			215,386
Share-based payments - stock options	-		-		1,470,876			-			1,470,876
Share-based payments - restricted share units	-		-		995,897			-			995,897
Loss for the period	-		-		-			(5,107,705	)		(5,107,705	)
Balance as at June 30, 2021	42,843,520	$	125,391,649	$	9,325,430		$	(40,086,641	)	$	94,630,438

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

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METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND MAY 31, 2020
(Unaudited - Expressed in United States dollars, unless otherwise indicated)

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 $40,086,641 as at June 30, 2021 (December 31, 2020 - $34,978,936) and has had losses from operations for multiple years. Continued operations of the Company are dependent on the Company's ability to generate profitable earnings in the future, receive continued financial support, and/or complete external financing. Management expects that its cash balance, cash flows from operating activities, and available credit facilities will be sufficient to fund the operations of the Company for the next twelve months.

In order to better align the Company's reporting cycle with its peers and its royalty and stream partners, the Company changed its year-end to December 31, beginning with December 31, 2020.

2. SUMMARY OF SIGNIFICANT 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 applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted. These condensed interim consolidated financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements for the seven months ended December 31, 2020.

(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 consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

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

(c) Accounting policies

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 seven months ended December 31, 2020.

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

(d) Foreign Currency Translation

Functional currency

Commencing on September 1, 2020 (the "Effective Date"), the functional currency of the Company and its subsidiaries was reassessed as a result of a change in underlying transactions, events, and conditions. As a result of this reassessment the functional currency of the Canadian parent company and certain subsidiaries changed from the Canadian dollar to the United States dollar commencing on the Effective Date. The change in functional currency was accounted for on a prospective basis, with no impact of this change on prior year comparative information. Determination of functional currency may involve certain judgements to determine the primary economic environment.

Presentation currency

On September 1, 2020, the Company elected to change its presentation currency from the Canadian dollar ("C$" or "CAD") to the United States dollar ("$" or "USD"). The change in presentation currency is to better reflect the Company's business activities and to improve investors' ability to compare the Company's financial results with other publicly traded businesses in comparable industries. The Company applied the change to the United States dollar presentation currency retrospectively, with prior period comparative information translated to the United States dollar at the foreign exchange rate of 1.3042 Canadian dollars per United States dollar.

From September 1, 2020, the United States dollar presentation currency is consistent with the functional currency of the Company. For periods prior to September 1, 2020, the statements of financial position for each period presented have been translated from the Canadian dollar presentation currency to the new United States dollar presentation currency at the rate of exchange prevailing on September 1, 2020.

3. ACCOUNTS RECEIVABLE

		As at
		June 30,		December 31,
		2021		2020
Royalty, derivative royalty, and stream receivables	$	888,698	$	1,547,895
GST and other recoverable taxes		18,843		229,075
Other receivables		6,843		36,605
Total accounts receivable	$	914,384	$	1,813,575

As at June 30, 2021 and December 31, 2020, 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 June 30, 2021 and December 31, 2020, was $Nil.

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4. ROYALTY, STREAM, AND OTHER INTERESTS

		Producing			Development			Exploration			Total
		assets			assets			assets			Total
As at May 31, 2020	$	8,209,510		$	34,362,804		$	5,403,901		$	47,976,215
Wharf acquisition		5,899,822			-			-			5,899,822
Fosterville acquisition		-			5,224,664			-			5,224,664
La Fortuna acquisition		-			645,032			-			645,032
Genesis and GSI acquisitions		-			5,195,429			100,000			5,295,429
Functional currency change adjustments		(28,457	)		(179,517	)		(231,371	)		(439,345	)
Depletion ⁽¹⁾		(829,263	)		(30,000	)		(10,097	)		(869,360	)
As at December 31, 2020	$	13,251,612		$	45,218,412		$	5,262,433		$	63,732,457
Amalgamated Kirkland acquisition		-			562,656			-			562,656
Tocantinzinho acquisition		-			9,023,354			-			9,023,354
CentroGold acquisition		-			7,039,552			-			7,039,552
Del Carmen acquisition		-			1,301,982			-			1,301,982
Côté-Gosselin acquisition		-			6,185,363			-			6,185,363
La Fortuna acquisition		-			2,268,776			-			2,268,776
Depletion ⁽¹⁾		(880,141	)		-			(1,395	)		(881,536	)
Other		-			(57,468	)		36,558			(20,910	)
As at June 30, 2021	$	12,371,471		$	71,542,627		$	5,297,596		$	89,211,694

Historical cost	$	19,461,344		$	71,572,627		$	5,309,088		$	96,343,059
Accumulated depletion	$	(7,089,873	)	$	(30,000	)	$	(11,492	)	$	(7,131,365	)

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

(a) During the six months ended June 30, 2021, the Company had the following acquisitions:

Amalgamated Kirkland Acquisition

In February 2021, the Company closed an agreement to acquire an existing 0.45% Net Smelter Return ("NSR") royalty on Agnico Eagle Mines Ltd.'s Amalgamated Kirkland property ("AK Property") in its Kirkland Lake project, and an existing 0.45% NSR royalty on Kirkland Lake Gold's North Amalgamated Kirkland property ("North AK Property") at its Macassa mine, from private third parties for total consideration of C$0.7 million in cash. The Company incurred $23,936 in transaction costs associated with this transaction.

Tocantinzinho Acquisition

In March 2021, the Company closed an agreement to acquire an existing 0.75% Gross Value Return ("GVR") royalty on Eldorado Gold Corp.'s Tocantinzinho project ("Tocantinzinho") from Sailfish Royalty Corp. for a total consideration of $9.0 million in cash, of which $6.0 million was paid upon closing and the remaining $3.0 million was paid in May 2021. The Company incurred $123,354 in transaction costs associated with this transaction. Tocantinzinho is a permitted, high-grade open pit gold deposit in the prolific Tapajos district in State of Para in Northern Brazil.

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

CentroGold Acquisition

In March 2021, the Company closed an agreement to acquire an existing 1.0% to 2.0% NSR royalty on OZ Minerals' CentroGold project ("CentroGold") located in the State of Maranhão in northern Brazil, from Jaguar Mining Inc. ("Jaguar") for total consideration of $7.0 million in cash paid upon closing and with additional potential payments of up to $11.0 million in shares and cash subject to the completion of certain milestones. The Company incurred $83,552 in transaction costs associated with this transaction.

The royalty is a 1.0% NSR on the first 500Koz of gold production, increasing to a 2.0% NSR on the next 1.0Moz of gold production, and then reverts to a 1.0% NSR royalty on gold production thereafter in perpetuity.

The $11.0 million in milestone payments are triggered as follows:

the Company will issue to Jaguar common shares with a value of $7.0 million, priced at a 15-day Volume Weighted Average Price ("VWAP") on the NYSE, upon grant of all project licenses, the lifting or extinguishment of the injunction imposed on the CentroGold project with no pending appeals and, if necessary, the completion of any and all community relocations; and
the Company will pay Jaguar $4.0 million in cash upon the achievement of commercial production.

As at June 30, 2021, none of the milestone payment triggers had been met, as such no amounts were accrued or payable to Jaguar for any related milestone payments.

Del Carmen Acquisition

In February 2021, the Company closed an agreement to acquire an existing 0.5% NSR royalty on Barrick Gold Corp.'s Del Carmen project ("Del Carmen"), which is part of the 9Moz Au Alturas-Del Carmen project in the prolific El Indio belt in the San Juan province of Argentina, from Coin Hodl Inc. for a total consideration of C$1.6 million in cash. The Company incurred $60,067 in transaction costs associated with this transaction.

La Fortuna Acquisition

In April 2021, the Company acquired an existing 2.5% NSR royalty on Minera Alamos Ltd.'s La Fortuna project ("La Fortuna"), from Argonaut Gold Ltd. for aggregate consideration of $2.25 million in cash, of which $1.25 million was paid upon closing and the remaining $1.0 million is payable six months after closing. The 2.5% NSR which is capped at $4.5 million is an addition to Metalla's uncapped 1.0% NSR royalty to increase the total royalty exposure to 3.5% on La Fortuna. The Company incurred $43,776 in transaction costs associated with this transaction.

Côté-Gosselin Acquisition

In June 2021, the Company announced it had acquired an existing 1.35% NSR royalty on a portion of the Côté Gold Project and all of the Gosselin Zone (located ~1.5km to the northeast of the Côté deposit) (together referred to as "Côté-Gosselin") owned by IAMGOLD Corporation and Sumitomo Metals Mining Co., Ltd., from arm's length sellers for total consideration of C$7.5 million in cash. The Company incurred $49,208 in transaction costs associated with this transaction.

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

(b) During the seven months ended December 31, 2020, the Company had the following acquisitions:

Wharf Acquisition

In June 2020, the Company closed an agreement to acquire an existing 1.0% Gross Value Return ("GVR") royalty interest on the operating Wharf Mine owned by Coeur Mining Inc from third parties. Under the terms of the agreement the third parties received cash of $1.0 million and 899,201 common shares (valued at $5.52 per share on June 30, 2020) as consideration for the GVR. The Company incurred $149,102 in transaction costs associated with this transaction. The Wharf mine is an open pit, heap leach operation located in the Northern Black Hills of South Dakota and has been in production since 1983, as such the Wharf GVR has been classified as a producing asset upon acquisition.

Fosterville Acquisition

In September 2020, the Company closed an agreement with NuEnergy Gas Limited to acquire an existing 2.5% GVR royalty on the northern and southern portions of Kirkland Lake Gold Ltd.'s operating Fosterville mine ("Fosterville") in Victoria, Australia, for a total consideration of A$6.0 million, including A$2.0 million in cash and 467,730 common shares (valued at $8.10 per share on September 28, 2020). The Company incurred $86,010 in transaction costs associated with this transaction. Fosterville is a high-grade, low cost underground mine in Victoria, Australia which has been in production since 2005.

La Fortuna Acquisition

In October 2020, the Company exercised its option with Alamos Gold Corp. ("Alamos Gold") to acquire its 1.0% NSR royalty on La Fortuna owned by Minera Alamos Inc. ("Minera Alamos") for aggregate consideration of $1.0 million. As part of the Company's acquisition of a royalty portfolio from Alamos Gold announced in April 2019, the Company acquired an option to acquire the La Fortuna royalty, upon completion of satisfactory due diligence, for a deposit of $0.4 million in common shares of the Company. The option allowed the Company to complete the acquisition for an additional $0.6 million in cash, which was paid on October 22, 2020 in full satisfaction of the acquisition price. The Company incurred $45,032 in transaction costs associated with this transaction. La Fortuna is a high-grade gold, silver, and copper mine in Durango, Mexico currently being moved towards a production decision by Minera Alamos.

Genesis and GSI Acquisitions

In December 2020, the Company closed stock purchase agreements under which it acquired all outstanding common shares of Genesis Gold Corporation ("Genesis") and Geological Services Inc. ("GSI"). Under the terms of the stock purchase agreements, shareholders of Genesis and GSI received in aggregate $1.0 million and 401,875 common shares (valued at $10.23 per share on December 11, 2020). The common shares portion of the consideration was recognized in equity reserves at December 31, 2020 as committed shares not issued, the shares were issued on January 4, 2021.

- 10 -

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

The total consideration for the acquisitions is as follows:

Consideration paid
Cash paid	$	1,000,000
Common shares issued		4,111,181
Acquisition costs		184,248
Total consideration paid	$	5,295,429

Net assets acquired
Genesis and GSI NSR interests	$	5,295,429
Total net assets acquired	$	5,295,429

Collectively, Genesis and GSI held a portfolio of eleven NSR royalties. The aggregate purchase price of $5,295,429 was allocated to each royalty based on its proportionate fair value within the portfolio of assets acquired. The Company acquired the following key NSR royalties:

Big Springs

A 2.0% NSR payable by Anova Metals Limited, on claims located on the Independence Trend north of the operating Jerritt Canyon Mine in Nevada, USA.

Caldera

A 1.0% NSR payable by Discovery Harbour Resources, on claims located less than 50km from Kinross Gold Corporation's Round Mountain mine in Nevada, USA.

Golden Dome

A 2.0% NSR (1.0% NSR on encumbered Golden Dome claims) payable by Anova Metals Limited, on claims located on the Independence Trend north of the operating Jerritt Canyon Mine in Nevada, USA.

Green Springs

A 2.0% NSR payable by Contact Gold Corp., on claims located southeast of Fiore Gold Ltd.'s producing Pan Mine and 45km south of Kinross Gold's Bald Mountain mine complex in Nevada, USA.

Pine Valley

A 3.0% NSR payable by Nevada Gold Mines, a joint venture between Barrick Gold Corporation and Newmont Corporation, on claims located south of the Goldrush Deposit along the Battle Mountain-Eureka Trend in Nevada, USA.

- 11 -

5. DERIVATIVE ROYALTY ASSET

In October 2020, the Company closed an agreement to acquire an existing 27.5% price participation royalty ("PPR") interest on the operating Higginsville Gold Operations ("Higginsville") owned by Karora Resources Inc. from the Morgan Stanley Capital Group, Inc. for total consideration of $6.9 million payable in common shares of the Company. The Company issued 828,331 common shares (valued at $8.38 per share on October 13, 2020) and incurred $265,500 in transaction costs associated with this transaction. Higginsville is a low-cost open pit gold operation in Higginsville, Western Australia.

The royalty is a 27.5% PPR royalty on the difference between the average London PM fix gold price for the quarter and A$1,340/oz on the first 2,500 ounces per quarter for a cumulative total of 34,000 ounces of gold. As the amount received by the Company will vary depending on changes in the London PM fix gold price and the changes in the exchange rate between the A$ and the US$, the Company has recognized the Higginsville PPR as a derivative asset carried at fair value through profit and loss. As per IFRS 9, the Higginsville PPR was recognized as a derivative asset upon inception at $7.2 million, any cash received from the Higginsville PPR will be used to reduce the derivative asset, and at each period-end the Company will estimate the fair value of the Higginsville PPR using a valuation model with any changes between the estimated fair value and the carrying value flowing through profit or loss in the period.

At June 30, 2021, the key inputs used in the Company's valuation model for the Higginsville PPR derivate asset were:

24,890 ounces of gold remaining to be delivered (December 31, 2020 - 29,890);
Gold price estimates ranging from $1,737/oz to $1,801/oz (December 31, 2020 - $1,773/oz to $1,936/oz); and
U.S. Dollar to Australian Dollar exchange rate estimates ranging from A$1.29 to A$1.30 per $1.00 (December 31, 2020 - A$1.35 to A$1.37 per $1.00).

Based on the valuation model the Company estimated the fair value at June 30, 2021 of $4,785,880 (December 31, 2020 - $6,432,610) and recorded mark-to-market losses on the Higginsville derivate asset of $351,421 and $599,178 for the three and six months ended June 30, 2021, respectively (three and six months ended May 31, 2020 - $Nil).

The changes in the derivative royalty asset for the six months ended June 30, 2021 were as follows:

		Derivative
		royalty asset
As at May 31, 2020	$	-
Additions		7,203,474
Payments received or due under derivative royalty asset		(1,040,100	)
Mark-to-market gain on derivative royalty asset		269,236
As at December 31, 2020	$	6,432,610
Payments received or due under derivative royalty asset		(1,047,552	)
Mark-to-market loss on derivative royalty asset		(599,178	)
As at June 30, 2021	$	4,785,880

Current portion	$	2,033,275
Long-term portion	$	2,752,605

- 12 -

6. INVESTMENT IN SILVERBACK

		As at
		June 30,			December 31,
		2021			2020
Opening balance	$	1,668,851		$	1,516,672
Income in Silverback for the period		109,603			152,179
Distribution		(414,093	)		-
Ending balance	$	1,364,361		$	1,668,851

The Company, through its wholly-owned subsidiary, holds a 15% interest in Silverback Ltd. ("Silverback"), which is a privately held company, whose sole business is the receipt and distribution of the net earnings of the New Luika Gold Mine ("NLGM") silver stream. Distributions to the shareholders are completed on a monthly basis. Prior to April 2021, distributions to shareholders were completed on an annual basis at minimum. Given the terms of the shareholders' agreement governing the policies over operations and distributions to shareholders, the Company's judgment is that it has significant influence over Silverback, but not control and therefore equity accounting is appropriate. Summarized financial information for the six months ended June 30, 2021 and May 31, 2020 of Silverback is as follows:

		Six months ended
		June 30,			May 31,
		2021			2020
Current assets	$	125,886		$	363,522
Non-current assets		326,914			2,349,324
Total assets		452,800			2,712,847
Total liabilities		(37,500	)		(155,817	)
Revenue from stream interest		900,160			688,974
Depletion		(131,904	)		(554,226	)
Net income and comprehensive income for the period	$	728,256		$	88,887

7. TRADE AND OTHER PAYABLES

		As at
		June 30,		December 31,
		2021		2020
Trade payables and accrued liabilities	$	775,308	$	1,400,319
Payables on acquisitions		1,000,000		250,000
Taxes payable		-		121,985
Total trade and other payables	$	1,775,308	$	1,772,304

- 13 -

8. LOANS PAYABLE

		Convertible
		loan facility
As at May 31, 2020	$	3,523,570
Additions		3,833,768
Allocation of conversion feature		(955,703	)
Conversion		(3,603,128	)
Interest expense		424,104
Interest payments		(219,164	)
Foreign exchange adjustments		59,259
As at December 31, 2020	$	3,062,706
Additions		4,011,231
Allocation of conversion feature		(832,545	)
Conversion		(3,185,626	)
Interest expense		331,781
Interest payments		(167,331	)
Foreign exchange adjustments		84,427
As at June 30, 2021	$	3,304,643

In March 2019, the Company entered into a convertible loan facility (the "Loan Facility") of C$12,000,000 with Beedie Capital ("Beedie") to fund acquisitions of new royalties and streams. The Loan Facility consisted an initial advance of C$7,000,000, with the remaining C$5,000,000 available for subsequent advances in minimum tranches of C$1,250,000. The facility carried an interest rate of 8.0% on amount advanced and 2.5% on standby funds available, with the principal repayment due on April 21, 2023. Per the Loan Facility, at the option of Beedie, principal outstanding could be converted into common shares of the Company at a conversion price of C$5.56 per share. In August 2019, the Company drew down the initial advance of $5,367,275 (C$7,000,000) (the "First Drawdown"), of which $3,233,923 was allocated to the liability portion and the residual value of $2,133,352 was allocated to the conversion feature as equity and a deferred tax liability of $576,050 related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized in equity reserves. The effective interest rate on the liability was 23.5% per annum, with an expected life of four years.

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$6,000,000 of the First Drawdown; (ii) the Company drew down the remaining undrawn C$5,000,000 available from the Loan Facility and the conversion price of C$9.90 per share; (iii) the Loan Facility was increased by an aggregate C$20,000,000. All future advances will have a minimum amount of C$2,500,000 and each advance will have its own conversion price based on a 20% premium to the 30-day VWAP of the Company's shares on the date of such advance; (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 1.5%.

- 14 -

8. LOANS PAYABLE (cont'd…)

In August 2020, the Company drew down $3,833,768 (C$5,000,000) (the "Second Drawdown"), at a conversion price of C$9.90 per share, from the Amended Loan Facility of which $2,878,065 was allocated to the liability portion and the residual value of $955,703 was allocated to the conversion feature as equity reserves. A deferred tax liability of $258,040 related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized as an offset in equity reserves. The effective interest rate on the liability portion was 20.0% per annum, with an expected life of approximately three years.

In August 2020, as per the terms of the Loan Amendment, Beedie converted C$6,000,000 of the First Drawdown at a conversion price of C$5.56 per share for a total of 1,079,136 common shares of the Company. Upon conversion the Company derecognized $3,084,141 from the liability, and $1,828,588 from equity reserves and transferred $4,912,729 to share capital. The Company also recorded a deferred income tax expense of $409,423 with an offset to equity reserves to unwind a portion of the deferred taxes that were recognized in August 2019 upon the First Drawdown.

Following this conversion and draw down, under the Loan Facility and the Loan Amendment (together the "Amended Loan Facility") the Company had C$1,000,000 outstanding with a conversion price of C$5.56 from the First Drawdown, C$5,000,000 outstanding with a conversion price of C$9.90 per share from the Second Drawdown, and had C$20,000,000 million available under the Amended Loan Facility with the conversion price to be determined on the date of any future advances.

In October 2020, Beedie converted the remaining C$1,000,000 from the First Drawdown at a conversion price of C$5.56 per share for a total of 179,856 common shares of the Company. Upon conversion the Company derecognized $518,987 from the liability, and $304,764 from equity reserves and transferred $823,751 to share capital. The Company also recorded a deferred income tax expense of $166,583 with an offset to equity reserves to unwind a portion of the deferred taxes that were recognized in August 2019 upon the First Drawdown.

In March 2021, the Company drew down $4,011,231 (C$5,000,000) (the "Third Drawdown"), at a conversion price of C$14.30 per share, from the Amended Loan Facility of which $3,171,686 was allocated to the liability portion and the residual value of $832,545 was allocated to the conversion feature as equity reserves. A deferred tax liability of $224,787 related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized as an offset in equity reserves. The effective interest rate on the liability portion was 20.0% per annum, with an expected life of approximately two years.

In March 2021, as per the terms of the Loan Amendment, Beedie converted the entire C$5,000,000 from the Second Drawdown at a conversion price of C$9.90 per share for a total of 505,050 common shares of the Company. Upon conversion the Company derecognized $3,185,626 from the liability, and $955,703 from equity reserves and transferred $4,141,329 to share capital. The Company also recorded a deferred income tax expense of $258,040 with an offset to equity reserves to unwind the deferred taxes that were recognized in August 2020 upon the Second Drawdown.

As at June 30, 2021, the Company had C$5,000,000 outstanding with a conversion price of C$14.30 per share from the Third Drawdown, and had C$15,000,000 available under the Amended Loan Facility with the conversion price to be determined on the date of any future advances.

For the three and six months ended June 30, 2021, the Company recognized finance charges of $46,096 and $101,231, respectively (three and six months ended May 31, 2020 - $24,158 and $48,053), related to costs associated with the Amended Loan Facility, including standby fees on the undrawn portion of the Amended Loan Facility, as well as set up and other associated costs.

- 15 -

9. REVENUE

		Three months ended				Six months ended
		June 30,		May 31,		June 30,		May 31,
		2021		2020		2021		2020
Royalty revenue
Wharf	$	335,189	$	-	$	748,976	$	-
COSE		187,871		880		345,317		47,321
Joaquin		48,545		19,110		151,897		21,896
Total royalty revenue		571,605		19,990		1,246,190		69,217
Stream revenue - Endeavor		-		17,617		-		937,701
Other fixed royalty payments		125,000		-		125,000		-
Total revenue	$	696,605	$	37,607	$	1,371,190	$	1,006,918

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

10. 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:

		Three months ended						Six months ended
		June 30,			May 31,			June 30,			May 31,
		2021			2020			2021			2020
Loss before income taxes	$	(2,673,998	)	$	(1,704,669	)	$	(4,999,370	)	$	(2,898,017	)
Canadian federal and provincial income tax rates		27.00%			27.00%			27.00%			27.00%

Expected income tax recovery at statutory income tax rate		(721,980	)		(460,261	)		(1,349,830	)		(782,465	)
Difference between Canadian and foreign tax rates		(52,037	)		(843	)		(104,769	)		(6,685	)
Permanent differences		400,190			127,010			670,719			316,382
Changes in unrecognized deferred tax assets		268,121			(213,242	)		621,566			361,873
Other adjustments		161,689			505,113			270,649			471,116
Total income tax expense (recovery)	$	55,983		$	(42,223	)	$	108,335		$	360,221

Current income tax expense (recovery)	$	37,027		$	(38,857	)	$	54,918		$	183,126
Deferred income tax expense (recovery)	$	18,956		$	(3,366	)	$	53,417		$	177,095

- 16 -

11. SHARE CAPITAL

Authorized share capital consists of an unlimited number of common shares without par value.

(a) Issued Share Capital

As at June 30, 2021, the Company had 42,843,520 common shares issued and outstanding (December 31, 2020 - 39,739,047).

During the six months ended June 30, 2021, the Company:

Issued 2,042,132 common shares in the ATM at an average price of $9.60 per share for gross proceeds of $19.6 million, with aggregate commissions paid or payable to the agents and other share issue costs of $0.9 million, resulting in aggregate net proceeds of $18.7 million;
issued 401,875 common shares related to previously committed shares for the acquisition of royalty and other interests;
issued 505,050 common shares related to the conversion of the Second Drawdown from the Loan Facility; and
issued 155,416 common shares related to the exercise of stock options.

During the seven months ended December 31, 2020, the Company:

issued 282,700 common shares in the ATM at an average price of $10.58 per share for gross proceeds of $3.0 million, with aggregate commissions paid or payable to the agents and other share issue costs of $0.1 million, resulting in aggregate net proceeds of $2.9 million;
issued 2,195,262 common shares for the acquisition of royalty and other interests;
issued 1,258,992 common shares related to the partial conversion of the First Drawdown from the Loan Facility;
issued 724,170 common shares related to the exercise of share purchase warrants; and
issued 163,875 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 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 six months ended June 30, 2021 was as follows:

		Weighted
		average
		exercise price	Number
		(C$)	outstanding
As at May 31, 2020	$	3.91	2,203,145
Granted		12.85	420,000
Exercised		2.44	(88,875	)
As at December 31, 2020	$	5.44	2,534,270
Granted		11.73	500,000
Exercised		1.74	(155,416	)
As at June 30, 2021	$	6.74	2,878,854

- 17 -

11. SHARE CAPITAL (cont'd…)

As at June 30, 2021, the weighted average remaining life of the stock options outstanding was 3.02 years (December 31, 2020 - 3.01 years). The Company's outstanding and exercisable stock options as at June 30, 2021 and their expiry dates are as follows:

		Exercise
		price	Number	Number
Expiry date		(C$)	outstanding	exercisable
November 30, 2021	$	1.32	41,666	41,666
March 6, 2022		2.32	68,750	68,750
July 31, 2022		2.16	401,000	401,000
March 1, 2023		2.56	231,500	231,500
September 17, 2023		2.92	320,313	320,313
January 4, 2024		3.24	303,125	303,125
January 15, 2025		7.66	592,500	292,500
November 6, 2025		12.85	420,000	-
April 27, 2026		11.73	500,000	-
			2,878,854	1,658,854

(c) Share Purchase Warrants

On August 6, 2020, pursuant to the terms of the underlying agreements, the Company announced the acceleration of the expiry dates of certain warrants to September 4, 2020, in prior periods these warrants had expiry dates of December 31, 2020 and January 4, 2021. During the seven months ended December 31, 2020 all outstanding share purchase warrants were exercised or expired and as at December 31, 2020, and subsequent periods, the Company has no share purchase warrants outstanding.

(d) 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 800,000. The vesting terms, if any, are determined by the Company's Board of Directors at the time of issuance. The continuity of RSUs for the six months ended June 30, 2021 was as follows:

	Number
	outstanding
As at May 31, 2020	81,000
Granted	205,000
Vested	(75,000	)
As at December 31, 2020	211,000
Granted	267,000
As at June 30, 2021	478,000

- 18 -

11. SHARE CAPITAL (cont'd…)

(e) Share-based Payments

The Company has an incentive stock option plan whereby the Company may grant share options to employees, directors, officers, and consultants of the Company. During the six months ended June 30, 2021, the Company granted 500,000 stock options (December 31, 2020 - 420,000) with a weighted-average exercise price of C$11.73 (December 31, 2020 - C$12.85) and a fair value of $2,342,178 or $4.68 per option (December 31, 2020 - $2,065,032 or $4.92 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:

	Six months	Seven months
	ended	ended
	June 30,	December 31,
	2021	2020
Risk free interest rate	0.96%	0.40%
Expected dividend yield	0%	0%
Expected stock price volatility	58%	58%
Expected life in years	5	5
Forfeiture rate	0%	0%

For the three and six months ended June 30, 2021, in accordance with the vesting terms of the stock options granted, the Company recorded a charge to share-based payments expense of $807,234 and $1,470,876, respectively (six months ended May 31, 2020 - $786,132), with offsetting credits to reserves.

For the three and six months ended June 30, 2021, in accordance with the vesting terms of the RSUs granted, the Company recorded a charge to share-based payments expense of $665,818 and $995,897, respectively (six months ended May 31, 2020 - $93,477), with offsetting credits of $Nil and $Nil to share capital, respectively (six months ended May 31, 2020 - $260,666), and $665,818 and $995,897 to reserves, respectively (six months ended May 31, 2020 - negative $167,188).

12. RELATED PARTY TRANSACTIONS AND BALANCES

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

		Three months ended				Six months ended
		June 30,		May 31,		June 30,		May 31,
		2021		2020		2021		2020
Salaries and fees	$	227,903	$	555,686	$	447,450	$	685,581
Share-based payments		1,091,333		84,397		1,856,730		674,604
	$	1,319,236	$	640,083	$	2,304,180	$	1,360,185

As at June 30, 2021, the Company had $Nil (December 31, 2021 - $451,105) due to directors and management related to remuneration and expense reimbursements, which have been included in accounts payable and accrued liabilities. As at June 30, 2021, the Company had $Nil (December 31, 2020 - $36,605) due from directors and management related to the payment of withholding amounts. As at June 30, 2021, the Company had $Nil (December 31, 2020 - $2,274) due to and $6,843 (December 31, 2020 - $Nil) due from Nova Royalty Corp., which is related to the Company by virtue of having two common directors on the respective boards of directors.

- 19 -

13. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant Non-Cash Investing and Financing Activities

During the six months ended June 30, 2021, the Company:

a) issued 505,050 common shares, valued at $4,141,329, for the conversion of the Second Drawdown (Note 8);

b) issued 401,875 common shares, valued at $4,111,181 related to committed shares not issued for the acquisition of Genesis and GSI (Note 4); and

c) reallocated $173,888 from reserves for 155,416 stock options exercised.

During the seven months ended December 31, 2020, the Company:

a) issued 1,258,992 common shares, valued at $5,736,480, for the partial conversion of the Loan Facility (Note 8);

b) issued 899,201 common shares, valued at $4,964,152, for the acquisition of the Wharf GVR (Note 4);

c) issued 467,730 common shares, valued at $3,786,452, for the acquisition of the Fosterville NSR (Note 4);

d) issued 828,331 common shares, valued at $6,937,974, for the acquisition of the Higginsville PPR (Note 5);

e) recognized $4,111,181 in reserves as committed shares not issued for the acquisition of Genesis and GSI (Note 4). The shares were issued in January 2021;

f) reallocated $225,426 from reserves for 75,000 RSUs that vested;

g) reallocated $96,254 from reserves for 88,875 stock options exercised; and

h) reallocated $223,846 from reserves for 724,170 share purchase warrants exercised.

14. FINANCIAL INSTRUMENTS

The Company classified its financial instruments as follows:

		As at
		June 30,		December 31,
		2021		2020
Financial assets
Amortized cost:
Cash	$	3,450,164	$	5,299,904
Royalty, derivative royalty, and stream receivables		888,698		1,547,895
Other receivables		25,686		265,680
Fair value through profit or loss:
Derivative royalty asset		4,785,880		6,432,610
Marketable securities		45,183		43,984
Total financial assets	$	9,195,611	$	13,590,073

Financial liabilities
Amortized cost:
Trade and other payables	$	1,775,308	$	1,772,304
Loans payable		3,304,643		3,062,706
Total financial liabilities	$	5,079,951	$	4,835,010

- 20 -

14. FINANCIAL INSTRUMENTS (cont'd…)

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.

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 fair value of the Company's loans payable is approximated by its carrying value as its interest rates are comparable to market interest rates. The derivative royalty asset was valued using inputs that are not observable, including a gold forward price curve, US$/A$ foreign exchange rates based on forward curves, and an estimated discount rate (Note 5). Therefore, the derivate royalty asset is classified within Level 3 of the fair value hierarchy.

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 June 30, 2021 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.

- 21 -

14. FINANCIAL INSTRUMENTS (cont'd…)

Liquidity risk

The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings of cash, and its committed liabilities. The maturities of the Company's non‐current liability are disclosed in Note 8. 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 June 30, 2021, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, Argentinian peso, and Mexican peso would result in an increase/decrease in the Company's pre-tax income or loss of approximately $45,280.

15. COMMITMENTS

As at June 30, 2021, the Company had the following contractual obligations:

		Less than		1 to		Over
		1 year		3 years		4 years		Total
Trade and other payables	$	775,308	$	-	$	-	$	775,308
Loans payable principal and interest payments		504,275		4,441,775		-		4,946,050
Payments related to acquisition of royalties and streams		1,000,000		-		-		1,000,000
Total commitments	$	2,279,583	$	4,441,775	$	-	$	6,721,358

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 June 30, 2021.

- 22 -

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 Metalla Royalty & Streaming Ltd. : Exhibit 99.2 - Filed by newsfilecorp.com

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Metalla Royalty & Streaming Ltd (the "issuer") for the interim period ended June 30, 2021.

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

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

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

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

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

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

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

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

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

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

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred ‎during the period ‎beginning on April 1, 2021 ‎and ended on June 30, 2021 that has ‎materially affected, or is reasonably likely to ‎materially affect, the issuer's ICFR. ‎

Date: August 13, 2021

"Brett Heath"

Brett Heath

President and Chief Executive Officer

EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 Metalla Royalty & Streaming Ltd. : Exhibit 99.3 - Filed by newsfilecorp.com

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

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

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

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

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

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred ‎during the period beginning on April 1, 2021 ‎and ended on June 30, 2021 that has ‎materially affected, or is reasonably likely to materially affect, the issuer's ICFR. ‎

Date: August 13, 2021

"Saurabh Handa"

Saurabh Handa

Chief Financial Officer

EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 Metalla Royalty & Streaming Ltd. : Exhibit 99.4 - Filed by newsfilecorp.com

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

GENERAL

This management's discussion and analysis ("MD&A") for Metalla Royalty & Streaming Ltd. (the "Company" or "Metalla") is intended to help the reader understand the significant factors that have affected Metalla and its subsidiaries performance and such factors that may affect its future performance. This MD&A, which has been prepared as of August 12, 2021, should be read in conjunction with the Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2021 and the related notes contained therewith. The Company reports its financial position, financial performance, and cash flows in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Effective September 1, 2020, The Company elected to change its presentation currency from the Canadian dollar ("C$" or "CAD") to the United States dollar ("$" or "USD"). The Company applied the change to the United States dollar presentation currency retrospectively, with prior period comparative information translated to the United States dollar at the foreign exchange rate of 1.3042 Canadian dollars per United States dollar. The functional currency of the Company and its subsidiaries was reassessed as a result of a change in underlying transactions, events, and conditions. As a result of this reassessment the functional currency of the Canadian parent company and certain subsidiaries changed from the Canadian dollar to the United States dollar, commencing on September 1, 2020. All dollar amounts included in the following MD&A are in United States dollars except as otherwise indicated.

Additional information relevant to the Company are available for viewing on SEDAR at www.sedar.com and on the EDGAR section of the SEC website at www.sec.gov.

INDEX

Company Overview	3
Company Highlights	3
Portfolio of Royalties and Streams	5
Change in Year-end	13
Outlook	14
Summary of Quarterly Results	14
Results of Operations	15
Liquidity and Capital Resources	16
Transactions with Related Parties	19
Off-Balance Sheet Arrangements	20
Proposed Transactions	20
Commitments	20
Financial Instruments	21
Non-IFRS Financial Measures	22
Critical Accounting Estimates and Judgments	25
Disclosure Controls and Internal Controls Over Financial Reporting	25
Risk Factors	26
Cautionary Statement Regarding Mineral Reserve and Resource Estimates	26
Qualified Persons	26
Cautionary Statement on Forward-Looking Statements	27

Management’s Discussion and Analysis - Page 2

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

COMPANY OVERVIEW

Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company") is a precious metals royalty and streaming company that is focused on acquiring gold and silver metal purchase agreements, Net Smelter Return ("NSR") royalties, Gross Value Return (“GVR”) royalties, Net Profit Interests ("NPIs"), Gross Proceeds Royalties ("GPRs"), Gross Overriding Return (“GOR”) royalties, Price Participation Royalties ("PPRs"), and non-operating interests in mining projects that provide the right to the holder of a percentage of the gross revenue from metals produced from the project or a percentage of the gross revenue from metals produced from the project after deducting specified costs, if any, respectively. The Company's common shares 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 completed a consolidation of its common shares on the basis of one new share for four old shares (1:4) effective December 17, 2019 and the listing of its common shares on the NYSE effective January 8, 2020. All figures have been adjusted to reflect the one for four share consolidation. In order to better align the Company's reporting cycle with its peers and its royalty and stream partners, the Company changed its year-end to December 31, beginning with December 31, 2020.

Since March 2020, several measures have been implemented in Canada, Australia, Argentina, Mexico, the United States, and in other jurisdictions where we hold royalties and streams in response to the increased impact from the coronavirus ("COVID-19"). These measures, which include the implementation of travel bans, self-imposed quarantine periods, social distancing, and in some cases mine closures or suspensions, have caused material disruption to business globally. Global financial markets have experienced significant volatility. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. There are significant uncertainties with respect to future developments and impact to the Company related to the COVID-19 pandemic, including the duration, severity and scope of the outbreak and the measures taken by governments and businesses to contain the pandemic. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact of COVID-19 on our business operations cannot be reasonably estimated at this time, such as the duration and impact on future production for our partner operators at their respective mining operations. However, the current situation has slowly been improving and is expected to have less of an adverse impact on the Company's business, results of operations, financial position and cash flows going forward.

COMPANY HIGHLIGHTS

During the six months ended June 30, 2021, and subsequent period the Company:

Closed six new royalty and stream acquisitions to bring the total held to 69 precious metal assets through the following notable transactions:
- an existing 1.35% NSR royalty on a portion of the Côté Gold Project and all of the Gosselin Zone (located ~1.5km to the northeast of the Côté deposit) (together referred to as "Cote-Gosselin") owned by IAMGOLD Corporation ("IAMGOLD") and Sumitomo Metals Mining Co., Ltd., from arm's length sellers for total consideration of C$7.5 million in cash;
- an existing 2.5% NSR royalty on Minera Alamos Ltd.'s La Fortuna project, from Argonaut Gold Ltd. for aggregate consideration of $2.25 million in cash, of which $1.25 million was paid upon closing and the remaining $1.0 million is payable six months after closing. The 2.5% NSR, which is capped at $4.5 million, will be in addition to Metalla's uncapped 1.0% NSR royalty to increase the total royalty exposure to 3.5% on the La Fortuna project;
- an existing 0.5% NSR royalty on Barrick Gold Corp.'s Del Carmen project, which is part of the 9 Moz Au Alturas-Del Carmen project in the El Indio belt in the San Juan province of Argentina, from Coin Hodl Inc. for a total consideration of C$1.6 million in cash;
- an existing 0.75% GVR royalty on Eldorado Gold Corp.'s 2 Moz Au Tocantinzinho project located in the Tapajos district in the State of Para in northern Brazil, from Sailfish Royalty Corp. for a total consideration of $9.0 million in cash;

Management’s Discussion and Analysis - Page 3

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

an existing 1.0%-2.0% NSR royalty on OZ Minerals ("OZ") 1.7 Moz Au CentroGold project ("CentroGold") located in the State of Maranhão in northern Brazil, from Jaguar Mining Inc. for total consideration of $7.0 million in cash and with additional contingent payments of up to $11.0 million comprised of shares and cash subject to the successful completion of certain milestones in respect of the CentroGold project; and
an existing 0.45% NSR royalty on Agnico Eagle Mines Ltd.'s ("Agnico") Amalgamated Kirkland property in its Kirkland Lake project, and an existing 0.45% NSR royalty on Kirkland Lake Gold Ltd.'s ("Kirkland Lake Gold") North Amalgamated Kirkland property ("North AK Property") at its Macassa mine, from private third parties for total consideration of C$0.7 million in cash.

on May 14, 2021, announced the termination of the 2020 ATM Program (as defined below). During the six months ended June 30, 2021, the Company distributed 1,526,600 common shares under the 2020 ATM Program at an average price of $9.45 per share for gross proceeds of $14.4 million. From inception in September 2020 to termination in May 2021, the Company distributed a total of 1,809,300 common shares under the 2020 ATM Program at an average price of $9.63 per share for gross proceeds of $17.4 million;

on May 14, 2021, announced the 2021 ATM Program (as defined below). From inception to June 30, 2021, the Company distributed 515,532 common shares under the 2021 ATM Program at an average price of $10.02 per share for gross proceeds of $5.2 million. As at the date of this MD&A, the Company had distributed a total of 863,732 common shares under the 2021 ATM program for gross proceeds of $8.2 million;

for the three months ended June 30, 2021, received or accrued payments on 646 (three months ended May 31, 2020 - 44) attributable Gold Equivalent Ounces ("GEOs") at an average realized price of $1,778 (three months ended May 31, 2020 - $1,755) and an average cash cost of $8 (three months ended May 31, 2020 - $782) per attributable GEO (see non-IFRS Financial Measures). For the six months ended June 30, 2021, received or accrued payments on 1,377 (six months ended May 31, 2020 - 742) attributable GEOs at an average realized price of $1,764 (six months ended May 31, 2020 - $1,612) and an average cash cost of $10 (six months ended May 31, 2020 - $560) per attributable GEO (see non-IFRS Financial Measures);

for the three months ended June 30, 2021, generated operating cash margin of $1,770 (three months ended May 31, 2020 - $973) per attributable GEO, and for the six months ended June 30, 2021, generated operating cash margin of $1,754 (six months ended May 31, 2020 - $1,052) per attributable GEO, from the Wharf, Joaquin, and COSE royalties, the New Luika Gold Mine ("NLGM") stream held by Silverback Ltd. ("Silverback"), the Higginsville derivative royalty asset, and other royalty interests (see non-IFRS Financial Measures);

for the three months ended June 30, 2021 recognized revenue from royalty and stream interests, including fixed royalty payments, of $0.7 million (three months ended May 31, 2020 - less than $0.1 million), net loss of $2.7 million (three months ended May 31, 2020 - $1.7 million), and adjusted EBITDA of negative $0.5 million (three months ended May 31, 2020 - negative $1.3 million) (see non-IFRS Financial Measures). For the six months ended June 30, 2021 recognized revenue from royalty and stream interests, including fixed royalty payments, of $1.4 million (six months ended May 31, 2020 - $1.0 million), net loss of $5.1 million (six months ended May 31, 2020 - $3.3 million), and adjusted EBITDA of negative $1.0 million (six months ended May 31, 2020 - negative $1.3 million) (see non-IFRS Financial Measures);

for the three months ended June 30, 2021, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $0.5 million (three months ended May 31, 2020 - $Nil), and for the six months ended June 30, 2021, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $1.0 million (six months ended May 31, 2020 - $Nil) (see non-IFRS Financial Measures); and

converted C$5.0 million outstanding on the Beedie Capital ("Beedie") amended loan facility at C$9.90 per share for a total of 505,050 common shares and the Company drew down an additional C$5.0 million from the amended loan facility with a conversion price of C$14.30 per share, in accordance with the terms of the amended loan facility. As at the date of this MD&A, the Company has a total of C$5.0 million outstanding and C$15.0 million available on standby under the amended loan facility.

Management’s Discussion and Analysis - Page 4

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

PORTFOLIO OF ROYALTIES AND STREAMS

As at June 30, 2021, and as at the date of this MD&A, the Company owned 69 royalties, streams, and other interests. Six of the royalties and streams are in the production stage (five currently producing and one on care and maintenance), twenty-three of the royalties are in the development stage, and the remainder are in the exploration stage.

Notes:

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

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

⁽³⁾ P&P: Proven and Probable; M&I: Measured & Indicated.

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

Producing Assets

As at June 30, 2021, the Company owned an interest in the following properties that are in the production stage:

Property	Operator	Location	Metal	Terms
Wharf	Coeur Mining	South Dakota, USA	Au	1.0% GVR
Higginsville ⁽²⁾	Karora Resources	Higginsville, Australia	Au	27.5% PPR
Joaquin	Pan American	Santa Cruz, Argentina	Au, Ag	2.0% NSR
New Luika	Shanta Gold	Tanzania	Au, Ag	15% Ag Stream
Endeavor ⁽¹⁾	Sandfire Resources ⁽¹⁾	NSW, Australia	Zn, Pb, Ag	100% Ag Stream

(1)The Endeavor mine is currently on care and maintenance, in October 2020 Sandfire Resources Ltd. (“Sandfire”) announced a farm-in agreement with CBH Resources Ltd giving Sandfire the right to earn a 51% interest in the mine by spending $10 million on exploration. Sandfire can increase its interest to 75% by spending an additional $10 million on exploration, or can acquire 100% for a payment of $30 million. The mine is undergoing an exploration program by Sandfire which is evaluating options for a potential restart.

(2)The Higginsville PPR royalty is designated as a derivate royalty asset on the Company's statement of financial position.

Below are updates during the three months ended June 30, 2021 and subsequent period to certain production stage assets and is based on information publicly filed by the applicable project owner:

Wharf Royalty

On July 28, 2021, Coeur Mining Inc. ("Coeur") reported in a Form 8-K news release, that Wharf produced 24,126 ounces of gold at 0.99 g/t during the second quarter of 2021, in line with the production guidance range of 85-95 Koz for 2021. Activities during the quarter included exploration and infill drilling at the Portland Ridge target in the southern edge of the operation where 11,600 meters of RC drilling was completed. Upon completion of infill drilling at Portland Ridge, Coeur plans to shift its focus to the Flossie area, west of Portland Ridge, Sunshine area and the Juno area, located on the north side of Wharf for exploration and infill drilling.

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

Management’s Discussion and Analysis - Page 5

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Higginsville Royalty

On August 9, 2021, Karora Resources Inc. ("Karora") announced second quarter production from its Higginsville Gold Operations (“Higginsville”) and Beta Hunt mines of 29,831 ounces of gold, in line with 2021 production guidance of 105-115 Koz for 2021. Higginsville mill feed was processed from the Hidden Secret deposit, meanwhile grade control work continued at Mousehollow deposit which is expected to provide operation flexibility once mining of the pit commences. Alongside open pit mining, Karora continued to complete pre-production activities at the Aquarius underground mine with the commencement of decline development expected in the third quarter of 2021. Karora expects to intersect development ore in the fourth quarter of 2021 with stope production commencing shortly thereafter. At the Two Boys underground deposit, rehabilitation works continued with development to access remnant and new ore blocks. Drilling activities are ongoing at both the Aquarius and Two Boys deposits to infill and expand the ore bodies. Karora also outlined that the plans to expand the Higginsville processing plant to 2.5 Mtpa by 2024 were on schedule.

Metalla holds a 27.5% PPR royalty interest on the difference between the London PM fix gold price and A$1,340/oz on the first 2.5 Koz per quarter until a cumulative total of 34.0 Koz of gold at the Higginsville operation have been delivered. As at June 30, 2021, 9.1 Koz of gold had been delivered.

New Luika Silver Stream

On July 19, 2021, Shanta Gold (“Shanta”) announced a new mine plan for NLGM where average annual production is expected to be 73.6 Koz gold with the potential to extend mine life beyond 2026 through conversion of significant known resources and the expanded 2,450 tpd mill throughput. Shanta expects total gold production from NLGM for the 5-year plan to total 368 Koz from both open pit and underground mine sources from the mining license. Shanta outlined that the resources presently sitting outside of the mine plan amount to 552 Koz at 2.37 g/t at NLGM.

The current Probable Reserves at NLGM stand at 423 Koz at 2.99 g/t gold and the Measured Resource are 2.45 Koz at 2.40 g/t gold, Indicated Resources are 312 Koz at 2.54 g/t gold and Inferred Resources stand at 237 Koz at 2.17 g/t gold.

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

Endeavor Silver Stream

On July 29, 2021 Sandfire Resources Limited ("Sandfire") reported that drilling at Endeavor continued with drilling to the south of the Endeavor orebody to a total depth of 1,200 meters as platform for downhole EM surveys. On April 28, 2021, Sandfire reported that exploration work included prospect generation and review and the acquisition of drillhole electromagnetic ("DHEM") data south of the Endeavor mine. Sandfire interpreted and modelled additional historic DHEM data to generate additional areas requiring investigation in close proximity to the Endeavor orebody.

Metalla has the right to buy 100% of the silver production up to 20 Moz (12.6 Moz remaining under the contract for delivery) from the Endeavor Mine for an operating cost contribution of $1.00/oz of payable silver, indexed annually for inflation, plus a further increment of 50% of the silver price in excess of $7.00/oz.

Management’s Discussion and Analysis - Page 6

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Development Stage Assets

As at June 30, 2021, the Company owned an interest in the following properties that are in the development stage:

Property	Operator	Location	Metal	Terms
Akasaba West	Agnico Eagle	Val d'Or, Quebec	Au, Cu	2.0% NSR⁽¹⁾
Amalgamated Kirkland	Agnico Eagle	Kirkland Lake, Ontario	Au	0.45% NSR
Aureus East	Aurelius Minerals	Halifax, Nova Scotia	Au	1.0% NSR
Beaufor	Monarch Mining	Val d'Or, Quebec	Au	1.0% NSR⁽¹⁾
Big Springs	Anova Metals	Nevada, USA	Au	2.0% NSR⁽²⁾
CentroGold	Oz Minerals	Maranhao, Brazil	Au	1.0%-2.0% NSR⁽³⁾
Cote and Gosselin	IAMGOLD/Sumitomo	Gogama, Ontario	Au	1.35% NSR
Del Carmen	Barrick Gold	San Juan, Argentina	Au, Ag	0.5% NSR
El Realito	Agnico Eagle	Sonora, Mexico	Au, Ag	2.0% NSR⁽¹⁾
Fifteen Mile Stream ("FMS")	St. Barbara	Halifax, Nova Scotia	Au	1.0% NSR
FMS (Plenty Deposit)	St. Barbara	Halifax, Nova Scotia	Au	3.0% NSR⁽¹⁾
Fosterville	Kirkland Lake Gold	Victoria, Australia	Au	2.5% GVR
Garrison	Moneta Porcupine	Kirkland Lake, Ontario	Au	2.0% NSR
Hoyle Pond Extension	Newmont	Timmins, Ontario	Au	2.0% NSR⁽¹⁾
La Fortuna	Minera Alamos	Durango, Mexico	Au, Ag, Cu	3.5% NSR⁽⁴⁾
North AK	Kirkland Lake Gold	Kirkland Lake, Ontario	Au	0.45% NSR
NuevaUnión	Newmont and Teck	Chile	Au	2.0% NSR
San Luis	SSR Mining	Peru	Au, Ag	1.0% NSR
Santa Gertrudis	Agnico Eagle	Sonora, Mexico	Au	2.0% NSR⁽¹⁾
Tocantinzinho	Eldorado Gold	Para, Brazil	Au	0.75% GVR
Wasamac	Yamana Gold	Rouyn-Noranda, Quebec	Au	1.5% NSR⁽¹⁾
Timmins West Extension	Pan American	Timmins, Ontario	Au	1.5% NSR⁽¹⁾
Zaruma	Pelorus Minerals	Ecuador	Au	1.5% NSR

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

(2) Subject to fixed royalty payments

(3) 1.0% NSR on the first 500 Koz, 2.0% NSR on next 1Moz, and 1.0% NSR thereafter in perpetuity

(4) 2.5% NSR capped at $4.5 million, 1.0% NSR uncapped

Below are updates during the three months ended June 30, 2021 and subsequent period to certain development stage assets and is based on information publicly filed by the applicable project owner:

Santa Gertrudis

On July 2, 2021, Agnico announced drilling in the first half of 2021 totaled 63 holes (27,693 meters) focused on advancing Amelia, Espiritu Santo, Santa Teresa, El Toro and other zones. At Amelia, drilling focused on delineating and expanding the deposit with significant intercepts of 2.7 g/t gold and 11 g/t silver over 33.9 meters, 6.6 g/t gold over 8 meters and 4.7 g/t gold and 25 g/t silver over 4 meters. Delineation drilling to infill the mineral resource at Amelia will continue for the remainder of the year. At the El Toro deposit, deep drilling has intersected high grade feeder mineralization with significant intercepts of 4 g/t gold over 9.5 meters and 3.3 g/t gold over 8.3 meters. At the Santa Teresa zone, shallow drilling has intersected oxide mineralization with significant intercepts of 1.4 g/t gold and 9 g/t silver over 13 meters and 1.3 g/t gold and 5 g/t silver over 5.5 meters. Exploration at Santa Teresa has extended mineralization 500 meters along strike and 150 meters below surface, Agnico expects to complete an initial resource estimate for this zone at year-end.

Management’s Discussion and Analysis - Page 7

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

During the remainder of 2021, Agnico plans additional drilling and metallurgical testing to continue expanding the mineral resources, to generate and test new targets including the new La Leona target near Amelia and to advance the oxide heap-leach project concept with drilling at the Central and Centauro targets.

An updated mineral reserve and resource estimate and an updated preliminary economic assessment are expected in 2021.

Metalla holds a 2.0% NSR royalty on Santa Gertrudis subject to Agnico's right to buy back 1.0% for $7.5 million.

Wasamac

On July 19, 2021, Yamana Gold Inc. ("Yamana") announced a positive development decision on the Wasamac property based on positive results on several studies. Yamana reported an updated mineral reserve estimate of 1.91 Moz at 2.56 g/t gold for an initial 10-year mine life. Initial production proposes a rapid ramp up of production to 200 Koz per annum for the first four years with an average life of mine production of 169 Koz per year utilizing a 7,000 tpd mill with infrastructure designed to increase throughput to 7,500 tpd for additional upside. Wasamac provides robust economics including an after-tax net present value at a 5% discount rate of $470 million and an internal rate of return of 24% at a $1,850/oz gold price. Yamana expects to complete an infill and exploration program at Wasamac to generate additional mineral reserves to sustain the 200 Koz level of yearly production for more than 15 years. Plans include 120,000 meters of drilling in 2021 and 2022 with a budget of $15 million to delineate earlier mining areas, convert remaining mineral resources and additional drilling at depth testing between mineralized zones. Further opportunities for optimization will be pursued with additional metallurgical drilling to increase gold recoveries, accelerate the project execution plan, infill drilling and the inclusion of silver to improve project economics.

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

Tocantinzinho

On August 9, 2021, G Mining Ventures Corp (“G Mining”) announced that it has entered into a definitive agreement to ‎acquire the Tocantinzinho project (“TZ”) from Eldorado Gold Corp. for upfront consideration of $50 million and deferred consideration of $60 million upon the first anniversary of commercial production. TZ is a permitted, high-grade gold project with a 10-year reserve life with an estimated 187 Koz per year production profile for the first 8 years with a forecasted cash cost of $588/oz. G Mining expects to complete an updated feasibility study within 180 days with a target for commercial production of the second half of 2024. Project optimization on TZ, with early works planning, detailed engineering, and long lead item orders, are expected to begin immediately upon close of the transaction. A 10,000 meter drill program will supplement the optimization to de-risk early years of production and explore for expansion below the current pit. TZ is open at depth and down plunge where exploration below the pit included significant intercepts of 1.26 g/t gold over 39.5 meters and 2.45 g/t gold over 60 meters.

G Mining is a precious metals development company with a leadership team which has built four mines in South America, including the Merian mine for Newmont Corporation and Fruta Del Norte for Lundin Gold.

Metalla holds a 0.75% GVR royalty on the Tocantinzinho project.

El Realito

On July 29, 2021, Agnico reported that road construction began at El Realito in Q2 2021 and it is expected to begin pre-stripping activities at the end of Q3 2021. In the first half of 2021, Agnico drilled 153 holes, totaling 17,175 meters into shallow, open-pit targets at the La India Complex, comprised of 54 holes (8,913 meters) at Chipriona (on strike and adjacent to the Company’s royalty), 57 holes (4,995 meters) at the El Realito deposit and 42 holes (3,267 meters) at the Main Zone deposit.

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

Del Carmen

On August 9, 2021, Barrick Gold reported that 4,800 meters of drilling were completed out of the 8,000-meter program to test high-grade mineralization controls at Del Carmen. Drilling at Rojo Grande validated the geological model with significant intercepts of 1.23 g/t gold over 96.5 meters, 0.95 g/t gold over 28 meters. At the high-grade Chibolitas target drilling returned 1.97 g/t over 10 meters. Drilling at Del Carmen will resume in the South American spring.

Metalla holds a 0.5% NSR royalty on the Del Carmen project which is the Argentine portion of the Alturas-Del Carmen project in the prolific El Indio belt.

Beaufor Mine

On July 28, 2021, Monarch Mining Corporation ("Monarch") announced an updated resource estimate at the Beaufor Mine. Beaufor now contains an estimated Measured & Indicated Resource of 219 Koz at 5.3 g/t gold. Total Inferred Resources are estimated at 123 Koz at 4.7 g/t gold. Approximately 24,700 meters of the 42,500 meter drill program are dedicated to areas outside of the current resource estimate.

On August 3, 2021, Monarch announced it had entered into a C$13.5 million term loan agreement with Investissement Québec to finance the restart of the Beaufor mine. As a result, Monarch announced it had over C$43.0 million in cash and cash equivalents that it can dedicate toward restarting the Beaufor Mine and Beacon Mill by June 2022.

Management’s Discussion and Analysis - Page 8

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Metalla holds a 1.0% NSR royalty on the Beaufor mine once Monarch has produced 100 Koz of gold. To date, approximately 27.3 Koz of gold have been produced from the property.

Côté & Gosselin

At the Gosselin zone, IAMGOLD completed 10,200 meters of the 13,000 to 16,000-meter drill program. IAMGOLD expects to release an initial resource estimate for the Gosselin zone in the fourth quarter of 2021 and has outlined the potential for the Gosselin zone to provide future supplemental feed to the Côté mill.

Metalla holds a 1.35% NSR royalty on a portion of the Côté deposit and all of the Gosselin zone.

Fosterville

On July 28, 2021, Kirkland Lake Gold reported a total of 84,248 meters of drilling had been completed year to date where underground drilling in the first half of 2021 continued to target the Harrier zone, as well as extensions of the Lower Phoenix system with the completion of several exploration drill drives. Surface drilling also commenced in the Southern end of the Fosterville Mining license targeting the Harrier south, Daley's Hill and Russell Reef lines of mineralization.

Metalla holds a 2.5% GVR royalty on the Northern and Southern extensions of the Fosterville mining license.

CentroGold

On July 27, 2021, OZ announced that work resumed on the relocation plan study to be submitted to INCRA for approval in order to lift the injunction on the property. Work has continued on environmental reports, updating the pre-feasibility study, which is on track to be delivered in Q3 2021.

Metalla holds a 1.0-2.0% NSR royalty on the CentroGold project.

Fifteen Mile Stream

On July 28, 2021, St Barbara Limited ("St. Barbara") reported that the Environmental Impact Statement was submitted in February 2021, with the first round of information requested received in late June 2021. Responses to the requests have commenced with permitting support continuing. Exploration activities at Fifteen Mile Stream included nine drill holes for 1,077 meters at the Seloam Brook east target, testing for extensions to mineralization west of the Hudson deposit.

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

Aureus East

On June 24, 2021, Aurelius Minerals Inc. ("Aurelius") reported assay results from surface drilling at Aureus East of 5.3 g/t gold over 4.7 meters, 16.5 g/t gold over 1.6 meters and 67.7 g/t gold over 0.6 meters. These drill holes specifically targeted the limb structures and confirmed the presence of high-grade gold in the steeply dipping limbs and the previous drilled hinge zones. Over the remainder of 2021, Aurelius expects to continue to drill its 10,000 meter drill program at the Aureus East project and complete a maiden resource estimate in Q1 2022.

Metalla holds a 1.0% NSR royalty on the Aureus East project.

Management’s Discussion and Analysis - Page 9

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

North AK Property

On July 28, 2021, Kirkland Lake Gold reported that near surface zones along the Amalgamated Break will be mined in late 2021. In addition, Kirkland Lake Gold completed 2,558 meters of drilling from the surface targeting shallow targets near the near surface resource areas. This drilling was in addition to the 1,914 metres of drilling focused on targeting potential near surface resource from the Near Surface Ramp.

Metalla holds a 0.45% NSR royalty on the North AK property which is adjacent to the Macassa near surface resource.

Management’s Discussion and Analysis - Page 10

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Exploration Stage Assets

As at June 30, 2021, the Company owned a large portfolio of exploration stage assets including:

Property	Operator	Location	Metal	Terms
Anglo/Zeke	Nevada Gold Mines	Nevada, USA	Au	0.5% GOR
Beaudoin	Explor Resources	Timmins, Ontario	Au, Ag	0.4% NSR
Big Island	Voyageur Mineral Expl.	Flin Flon, Manitoba	Au	2.0% NSR
Bint Property	Glencore	Timmins, Ontario	Au	2.0% NSR
Biricu	Minaurum Gold	Guerrero, Mexico	Au, Ag	2.0% NSR
Boulevard	Independence Gold	Dawson Range, Yukon	Au	1.0% NSR
Caldera	Discovery Harbour Res.	Nevada, USA	Au	1.0% NSR ⁽⁴⁾
Camflo Mine	Yamana Gold/Agnico Eagle	Val d'Or, Quebec	Au	1.0% NSR
Capricho	Solaris Resources	Peru	Au, Ag	1.0% NSR
Colbert/Anglo	Newmont	Timmins, Ontario	Au	2.0% NSR
Carlin East	Ridgeline Minerals	Nevada, USA	Au	0.5% NSR ⁽⁴⁾
DeSantis Mine	Canadian Gold Miner	Timmins, Ontario	Au	1.5% NSR
Detour DNA	Kirkland Lake Gold	Cochrane, Ontario	Au	2.0% NSR
Edwards Mine	Alamos Gold	Wawa, Ontario	Au	1.25% NSR
Fortuity 89	Newcrest Mining	Nevada, USA	Au	2.0% NSR
Golden Brew	Highway 50 Gold	Nevada, USA	Au	0.5% NSR
Golden Dome	Anova Metals	Nevada, USA	Au	2.0% NSR ⁽⁴⁾
Goodfish Kirana	Warrior Gold	Kirkland Lake, Ontario	Au	1.0% NSR
Green Springs	Contact Gold	Nevada, USA	Au	2.0% NSR
Guadalupe/Pararin	Pucara Resources	Peru	Au	1.0% NSR
Hot Pot/Kelly Creek	Nevada Exp./Austin Gold	Nevada, USA	Au	1.5% NSR ⁽²⁾⁽⁴⁾
Island Mountain	Tuvera Exploration	Nevada, USA	Au	2.0% NSR ⁽⁴⁾
Jersey Valley	Abacus Mining	Nevada, USA	Au	2.0% NSR ⁽⁴⁾
Kings Canyon	Pine Cliff Energy	Utah, USA	Au	2.0% NSR
Kirkland-Hudson	Kirkland Lake Gold	Kirkland Lake, Ontario	Au	2.0% NSR
Los Patos	Private	Venezuela	Au	1.5% NSR
Los Tambo	IAMGOLD	Peru	Au	1.0% NSR
Lourdes	Pucara Resources	Peru	Au, Ag	1.0% NSR
Mirado Mine	Orefinders/Kirkland Lake JV	Kirkland Lake, Ontario	Au	1.0% NSR⁽¹⁾
Montclerg	IEP	Timmins, Ontario	Au	1.0% NSR
Orion	Minera Frisco	Nayarit, Mexico	Au, Ag	2.75% NSR⁽³⁾
Pelangio Poirier	Pelangio Exploration	Timmins, Ontario	Au	1.0% NSR
Pine Valley	Nevada Gold Mines	Nevada, USA	Au	3.0% NSR ⁽²⁾⁽⁴⁾
Pucarana	Buenaventura	Peru	Au	1.8% NSR⁽¹⁾
Puchildiza	Metalla	Chile	Au	1.5% NSR⁽⁵⁾
Red Hill	NuLegacy Gold Corp.	Nevada, USA	Au	1.5% GOR
Sirola Grenfell	Pelangio Exploration	Kirkland Lake, Ontario	Au	0.25% NSR
Solomon's Pillar	Private	Greenstone, Ontario	Au	1.0% NSR
Tower Stock	White Metal Res.	Thunder Bay, Ontario	Au	2.0% NSR
TVZ Zone	Newmont	Timmins, Ontario	Au	2.0% NSR

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

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

(3) Subject to closing conditions

(4) Subject to fixed royalty payments

(5) Option available

Management’s Discussion and Analysis - Page 11

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Below are updates during the three months ended June 30, 2021 and subsequent period to certain exploration assets and is based on information publicly filed by the applicable project owner:

Green Springs

On May 18, 2021, Contact Gold Corp. ("Contact") announced that it has received the first results from its 2021 drill program at Green Springs, with notable intercepts of 1.46 g/t gold over 47.24 meters which extended mineralization along a key east-west cross structure and 0.89 g/t gold over 12.19 meters. On June 15, 2021 Contact announced a new gold discovery at Green Springs at the Tango target which is 500 meters to the north of the Alpha zone mineralization, with highlights of 0.55 g/t over 54.9 meters, 1.01 g/t gold over 13.7 meters and 0.87 g/t gold over 13.7 meters. On June 28, 2021, Contact announced an additional discovery at the X-Ray target, bridging the gap between the Mine Trend and the Alpha zone with highlights of 1.28 g/t gold over 39.6meters and 0.82 g/t gold over 24.4 meters. In 2021, Contact's exploration program is focused on rapidly expanding the footprint of oxidized gold mineralisation at Green Springs, by stepping out on high grade zones along the mine trend and new targets under Contact's exploration model.

Metalla holds a 2.0% NSR royalty on Green Springs.

Fortuity 89

On July 16, 2021, Newcrest Mining Ltd. ("Newcrest") provided the results of the planned geophysical, resistivity and geochemical program at the Fortuity 89 property. A number of potential targets have been identified which Newcrest plans to drill test this year.

Metalla holds a 2.0% NSR royalty on the Fortuity 89 project.

Anglo/Zeke & Pine Valley

On May 25, 2021, Nevada Gold Mines ("NGM"), a Joint Venture between Barrick Gold Corp. and Newmont Corporation, announced the completion of the Twin Exploration Declines at Goldrush. NGM employees have begun development and exploration from underground declines with the priority to explore the Goldrush Extensions.

Metalla holds a 0.5% GOR royalty on Anglo/Zeke and a 3.0% NSR royalty on Pine Valley which are both located adjacent to the Goldrush ore body.

Management’s Discussion and Analysis - Page 12

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Production and Sales from Royalties and Streams

The following table summarizes the attributable GEOs sold by the Company's royalty partners, including any amounts related to derivative royalty assets, for the three and six months ended June 30, 2021 and May 31, 2020:

	Three months ended		Six months ended
	June 30,	May 31,	June 30,	May 31,
	2021	2020	2021	2020
Attributable GEOs⁽¹⁾during the period from:
Wharf	200	-	447	-
NLGM⁽²⁾	28	21	75	90
Higginsville⁽³⁾	289	-	580	-
COSE	103	-	191	32
Joaquin	26	12	84	14
Endeavor Silver Stream	-	11	-	606
Total attributable GEOs⁽¹⁾	646	44	1,377	742

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

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

(3) The Higginsville PPR is accounted for as a derivative royalty asset, as such any payments received under this royalty are treated as a reduction in the carrying value of the asset on the statement of financial position and not shown as revenue on the Company's statement of profit and loss. However, operationally the Company is paid for the ounces sold similar to the Company's other royalty interests, therefore the results have been included here for more accurate comparability and to allow the reader to accurately analyze the operations of the Company. For additional details on the derivative royalty asset see Note 5 in the Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2021.

CHANGE IN YEAR-END

In order to better align the Company's reporting cycle with its peers and its royalty and stream partners, the Company changed its year-end to December 31, beginning with December 31, 2020. The length and ending date of the periods, including the comparative periods, of the interim and annual financial statements to be filed for the transition year and new financial year are:

Transition Year	Comparative Annual Financial Statements to Transition Year	New Financial Year	Comparative Annual Financial Statements to New Financial Year	Interim Periods for Transition Year	Comparative Interim Periods to Interim Periods in Transition Year	Interim Periods for New Financial Year	Comparative Interim Periods to Interim Periods in New Financial Year
7 months ended December 31, 2020	12 months ended May 31, 2020	December 31, 2021	7 months ended December 31, 2020 and 12 months ended May 31, 2020	3 months ended August 31, 2020	3 months ended August 31, 2019	3 months ended March 31, 2021 6 months ended June 30, 2021 9 months ended September 30, 2021	3 months ended February 29, 2020 6 months ended May 31, 2020 9 months ended August 31, 2020

For additional information please see the Notice filed by the Company on October 9, 2020 which is available on SEDAR at www.sedar.com.

Management’s Discussion and Analysis - Page 13

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

OUTLOOK

Primary sources of cash flows from royalties and streams for 2021 are expected to be Wharf, Higginsville, Joaquin, COSE, and NLGM. In 2021, the Company expects 2,200 to 3,200 attributable GEOs⁽¹⁾. Similar to 2020, the Company expects attributable GEOs to be weighted towards the second half of the year.

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

SUMMARY OF QUARTERLY RESULTS

The following table provides selected financial information for the eight most recently completed financial quarters up to June 30, 2021:

						Four months		Three months
		Three months ended				ended		ended
		June 30,		March 31,		December 31,		August 31,
		2021		2021		2020		2020
Revenue from royalty and stream interests	$	696,605	$	674,585	$	962,783	$	346,869
Net loss		2,729,981		2,377,724		3,289,068		1,456,741
Dividends declared and paid		-		-		-		-
Loss per share - basic and diluted		0.06		0.06		0.08		0.04
Weighted average shares outstanding - basic		42,281,245		40,709,081		38,975,824		36,214,370

		Three months ended
		May 31,		February 29,		November 30,		August 31,
		2020		2020		2019		2019
Revenue from royalty and stream interests	$	37,607	$	969,311	$	1,638,997	$	122,909
Net loss		1,662,446		1,595,792		808,572		355,717
Dividends declared and paid		316,730		312,393		309,727		306,007
Loss per share - basic and diluted		0.05		0.05		0.02		0.01
Weighted average shares outstanding - basic		34,496,399		34,033,219		33,699,105		33,322,502

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

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

For the three months ended June 30, 2021, revenue was roughly consistent compared to the previous quarter as the primary sources or revenue remained unchanged being the Wharf, COSE and Joaquin royalties.
For the three months ended March 31, 2021, revenue decreased compared to the previous quarter primarily due to the period being a three-month period compared to the comparative to four months in the previous quarter.
For the four months ended December 31, 2020, and the three months ended August 31, 2020, revenue increased compared to the previous quarters primarily as a result of acquiring the producing Wharf royalty.
For the three months ended May 31, 2020, revenue decreased compared to the previous quarter due to the Endeavor Mine being put on care and maintenance leading to a significant decrease in attributable gold oz. production and significantly lower production from Joaquin and COSE due to mandated government shutdowns related to the COVID-19 pandemic.
For the three months ended February 29, 2020, revenue decreased compared to the previous quarter, due to a decrease in attributable silver oz. delivered and sold at the Endeavor Mine. The decrease from the Endeavor mine was offset partially in the period as the Company received its first NSR payments from COSE and Joaquin NSR interests.

Management’s Discussion and Analysis - Page 14

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

For the three months ended November 30, 2019, revenue increased significantly compared to the three months ended August 31, 2019 and the three months ended May 31, 2019 as delivery delays encountered at the smelter at the Endeavour Mine in the three months ended August 31, 2019 and May 31, 2019, respectively, were resolved and a significant amount of attributable silver oz. was delivered and sold at the Endeavor Mine. The delays at the Endeavour Mine contributed directly to the decrease in revenue in the periods ended August 31, 2019 and May 31, 2019, respectively, compared to prior periods.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2021

The Company's net loss totaled $2.7 million for the three months ended June 30, 2021 compared with a net loss of $1.7 million for the three months ended May 31, 2020.

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

an increase in revenue from royalties and streams from less than $0.1 million for the three months ended May 31, 2020 to $0.7 million for the three months ended June 30, 2021, driven by the increased revenue from the Wharf, COSE and Joaquin royalties in the current period;
an increase in share-based payments from $0.2 million for the three months ended May 31, 2020 to $1.5 million for the three months ended June 30, 2021, driven primarily by an increase in the calculated values for share-based payments tied to an increase in the Company's share price; and
an increase in mark-to-market losses on derivative royalty assets from $Nil for the three months ended May 31, 2020 to $0.4 million for the three months ended June 30, 2021, driven primarily by changes in the estimates of future gold price and foreign exchange rates used in the Company's derivative valuation model, the Company did not have any derivative royalty assets in the comparative period.

Six Months Ended June 30, 2021

The Company's net loss totaled $5.1 million for the six months ended June 30, 2021 compared with a net loss of $3.3 million for the six months ended May 31, 2020.

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

an increase in revenue from royalties and streams from $1.0 million for the six months ended May 31, 2020 to $1.4 million for the six months ended June 30, 2021, driven by the increased revenue from the Wharf, COSE, and Joaquin royalties in the current period offsetting the suspension of operations at the Endeavor mine which was the primary source of revenue in the comparative period;
an increase in share-based payments from $0.9 million for the six months ended May 31, 2020 to $2.5 million for the six months ended June 30, 2021, driven primarily by an increase in the calculated values for share-based payments tied to an increase in the Company's share price; and
an increase in mark-to-market losses on derivative royalty assets from $Nil for the six months ended May 31, 2020 to $0.6 million for the six months ended June 30, 2021, driven primarily by changes in the estimates of future gold price and foreign exchange rates used in the Company's derivative valuation model, the Company did not have any derivative royalty assets in the comparative period.

Management’s Discussion and Analysis - Page 15

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

LIQUIDITY AND CAPITAL RESOURCES

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

The Company's cash balance as at June 30, 2021 was $3.5 million (December 31, 2020 - $5.3 million) and its working capital was $5.1 million (December 31, 2020 - $8.5 million). The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company believes it has access to sufficient resources to undertake its current business plan for the foreseeable future. In order to meet is capital requirements the Company's primary sources of cash flows are expected to be from the Wharf, Higginsville, Joaquin, COSE, and NLGM royalties and streams. For any capital requirement not covered by the cash flows from royalties and streams, the Company may: issue new shares through the 2021 ATM Program (as defined below) or other public and/or private placements, draw down additional funds under the Amended Loan Facility (as defined below), enter into new debt agreements, or sell assets.

During the six months ended June 30, 2021, cash decreased by $1.8 million. The decrease was due to net cash used in investing activities of $24.9 million, partially offset by cash provided by operating activities of $0.4 million and by financing activities of $22.6 million. Exchange rate changes had a minimal impact on cash of less than $0.1 million.

Debt

In March 2019, the Company entered into a convertible loan facility (the "Loan Facility") of C$12.0 million with Beedie to fund acquisitions of new royalties and streams. The Loan Facility consisted of an initial advance of C$7.0 million, with the remaining C$5.0 million available for subsequent advances in minimum tranches of C$1.25 million. The Loan Facility carried an interest rate of 8.0% on amount advanced and 2.5% on standby funds available, with the principal payment due April 21, 2023. At the option of Beedie, principal outstanding can be converted into common shares of the Company at a conversion price of C$5.56 per share. In August 2019, the Company drew down the initial advance of $5.4 million (C$7.0 million) (the "First Drawdown") of which $3.2 million was allocated to the liability portion and the residual value of $2.1 million was allocated to the conversion feature as equity reserves. A deferred tax liability of $0.6 million related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized as an offset in equity reserves. The effective interest rate on the liability portion was 23.5% per annum, with an expected life of four years.

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$6.0 million of the First Drawdown; (ii) the Company drew down the remaining undrawn C$5.0 million available from the Loan Facility and the conversion price of C$9.90 per share; (iii) the Loan Facility was increased by an aggregate C$20.0 million. All future advances will have a minimum amount of C$2.5 million and each advance will have its own conversion price based on a 20% premium to the 30-day Volume Weighted Average Price ("VWAP") of the Company's shares on the date of such advance; (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 1.5%.

In August 2020, the Company drew down $3.8 million (C$5.0 million) (the "Second Drawdown") from the Amended Loan Facility of which $2.9 million was allocated to the liability portion and the residual value of $1.0 million was allocated to the conversion feature as equity reserves. A deferred tax liability of $0.3 million related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized as an offset in equity reserves. The effective interest rate on the liability portion was 20.0% per annum, with an expected life of approximately three years.

Management’s Discussion and Analysis - Page 16

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

In August 2020, as per the terms of the Loan Amendment, Beedie converted C$6.0 million of the First Drawdown at a conversion price of C$5.56 per share for a total of 1,079,136 common shares of the Company. Upon conversion the Company derecognized $3.1 million from the liability, and $1.8 million from equity reserves and transferred $4.9 million to share capital. The Company also recorded a deferred income tax expense of $0.4 million with an offset to equity reserves to unwind a portion of the deferred taxes that were recognized in August 2019 upon the First Drawdown.

Following this conversion and draw down, under the Loan Facility and the Loan Amendment (together the "Amended Loan Facility") the Company had C$1.0 million outstanding from the First Drawdown with a conversion price of C$5.56 per share, C$5.0 million outstanding from the Second Drawdown with a conversion price of C$9.90 per share, and had C$20.0 million available under the Amended Loan Facility with the conversion price to be determined on the date of any future advances.

In October 2020, Beedie converted the remaining C$1.0 million of the First Drawdown at a conversion price of C$5.56 per share for a total of 179,856 common shares of the Company. Upon conversion the Company derecognized $0.5 million from the liability, and $0.3 million from equity reserves and transferred $0.8 million to share capital. The Company also recorded a deferred income tax expense of $0.2 million with an offset to equity reserves to unwind a portion of the deferred taxes that were recognized in August 2019 upon the First Drawdown.

In March 2021, the Company drew down $4.0 million (C$5.0 million) (the "Third Drawdown"), at a conversion price of C$14.30 per share, from the Amended Loan Facility of which $3.2 million was allocated to the liability portion and the residual value of $0.8 million was allocated to the conversion feature as equity reserves. A deferred tax liability of $0.2 million related to the taxable temporary difference arising from the equity portion of the convertible loan was recognized as an offset in equity reserves. The effective interest rate on the liability portion was 20.0% per annum, with an expected life of approximately two years.

In March 2021, as per the terms of the Loan Amendment, Beedie converted the entire C$5.0 million from the Second Drawdown at a conversion price of C$9.90 per share for a total of 505,050 common shares of the Company. Upon conversion the Company derecognized $3.2 million from the liability, and $1.0 million from equity reserves and transferred $4.1 million to share capital. The Company also recorded a deferred income tax expense of $0.3 million with an offset to equity reserves to unwind the deferred taxes that were recognized in August 2020 upon the Second Drawdown.

As at June 30, 2021, the Company had C$5.0 million outstanding with a conversion price of C$14.30 per share from the Third Drawdown, and had C$15.0 million available under the Amended Loan Facility with the conversion price to be determined on the date of any future advances.

For the three months ended June 30, 2021, the Company recognized finance charges of less than $0.1 million (three months ended May 31, 2020 - less than $0.1 million), and for the six months ended June 30, 2021, the Company recognized finance charges of $0.1 million (six months ended May 31, 2020 - less than $0.1 million), related to costs associated with the Amended Loan Facility, including standby fees on the undrawn portion of the Amended Loan Facility, as well as set up and other associated costs.

Cash Flows from Operating Activities

During the six months ended June 30, 2021, cash provided by operating activities was $0.4 million and was primarily the result of a net loss of $5.1 million, partially offset by $4.4 million for items not affecting cash, and by a $1.1 million increase in non-cash working capital items. During the six months ended May 31, 2020, net cash used in operating activities was $0.8 million and was primarily as a result of a net loss of $3.3 million, offset by $1.8 million for items not affecting cash, and by a $0.6 million increase in non-cash working capital items.

Management’s Discussion and Analysis - Page 17

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Cash Flows from Investing Activities

During the six months ended June 30, 2021, cash used in the Company's investing activities was $24.9 million and was primarily related to the acquisition of royalties and streams. During the six months ended May 31, 2020, cash used in the Company's investing activities was $2.9 million and was primarily related to the acquisition of royalties and streams.

Cash Flows from Financing Activities

During the six months ended June 30, 2021, cash provided by the Company's financing activities was $22.6 million, which was primarily comprised of the drawdown of $4.0 million from the Amended Loan Facility, $0.2 million from the exercise of stock options, $18.6 million in net proceeds from the 2020 ATM Program and the 2021 ATM program, partially offset by $0.3 million of finance charges and interest payments. During the six months ended May 31, 2020, cash provided by the Company's financing activities was $1.6 million, which was primarily comprised of $2.5 million from the exercise of share purchase warrants and stock options, partially offset by $0.6 million of dividend payments, and $0.3 million of finance charges and interest payments.

At-The-Market Equity Programs

2020 ATM Program

In September 2020, the Company announced that it had entered into an equity distribution agreement (the "2020 Distribution Agreement") with a syndicate of agents (collectively, the "2020 Agents") to establish an At-The-Market equity program (the "2020 ATM Program"). Under the 2020 ATM Program, the Company could have distributed up to $20.0 million (or the equivalent in Canadian Dollars) in common shares of the Company (the "2020 Offered Shares"). The 2020 Offered Shares were sold by the Company, through the 2020 Agents, to the public from time to time, at the Company's discretion, at the prevailing market price at the time of sale. The net proceeds from the 2020 ATM Program were used to finance the purchase of royalties and streams and for general working capital purposes.

The 2020 ATM Program and 2020 Distribution Agreement were terminated on May 14, 2021. From inception in September 2020 to termination on May 14, 2021, the Company distributed a total of 1,809,300 common shares under the 2020 ATM Program at an average price of $9.63 per share for gross proceeds of $17.4 million, with aggregate commissions paid to the 2020 Agents and other share issue costs of $0.9 million, resulting in aggregate net proceeds of $16.5 million. The remaining $2.6 million of common shares not sold under the 2020 ATM Program are no longer available for sale and will not be issued.

2021 ATM Program

On May 14, 2021, the Company announced that it had entered into a new equity distribution agreement (the "2021 Distribution Agreement") with a syndicate of agents (collectively, the "Agents") to establish an At-The-Market equity program (the "2021 ATM Program"). Under the 2021 ATM Program, the Company may distribute up to $35.0 million (or the equivalent in Canadian Dollars) in common shares of the Company (the "Offered Shares"). The Offered Shares will be sold by the Company, through the Agents, to the public from time to time, at the Company's discretion, at the prevailing market price at the time of sale. The net proceeds from the 2021 ATM Program will be used to finance the future purchase of royalties and streams and for general working capital purposes. The 2021 Distribution Agreement may be terminated at any time by the Company or the Agents and if not so terminated will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the 2021 ATM Program reaches the aggregate amount of $35.0 million (or the equivalent in Canadian Dollars); or (b) June 1, 2022. For additional details about the 2021 ATM Program please see the press release by the Company dated May 14, 2021 and available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

From inception to June 30, 2021, the Company had distributed 515,532 common shares under the 2021 ATM Program at an average price of $10.02 per share for gross proceeds of $5.2 million, with aggregate commissions paid or payable to the Agents and other share issue costs of $0.2 million, resulting in aggregate net proceeds of $5.0 million. As at the date of this MD&A, the Company had distributed a total of 863,732 common shares under the ATM program for gross proceeds of $8.2 million.

Management’s Discussion and Analysis - Page 18

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Outstanding Share Data

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

43,195,470 common shares issued and outstanding;
2,875,104 stock options outstanding with a weighted average exercise price of C$6.73; and
478,000 unvested restricted share units.

Dividends

The Company's long-term goal is to pay out dividends with a target rate of up to 50% of the annualized operating cash flow of the Company. While the Company paid monthly dividends to holders of its common shares for each quarter during the financial year ended May 31, 2020, the Company has not declared or paid dividends subsequent to May 31, 2020. Going forward, the board of directors of the Company will continue to monitor the impact of the COVID-19 pandemic and assess the Company's ability to pay dividends in respect of a particular quarter during its financial year.

Requirement for additional financing

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

TRANSACTIONS WITH RELATED PARTIES

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

Key management compensation for the Company consists of remuneration paid to management (which includes the Chief Executive Officer and Chief Financial Officer) for services rendered and compensation for members of the Board of Directors in their capacity as directors of the Company. During the three and six months ended June 30, 2021, the Company's key management compensation was as follows:

		Three months ended				Six months ended
		June 30,		May 31,		June 30,		May 31,
		2021		2020		2021		2020
Salaries and fees	$	227,903	$	555,686	$	447,450	$	685,581
Share-based payments		1,091,333		84,397		1,856,730		674,604
	$	1,319,236	$	640,083	$	2,304,180	$	1,360,185

Management’s Discussion and Analysis - Page 19

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

As at June 30, 2021, the Company had $Nil (December 31, 2020 - $0.5 million) due to directors and management related to remuneration and expense reimbursements, which have been included in accounts payable and accrued liabilities. As at June 30, 2021, the Company had $Nil (December 31, 2020 - less than $0.1 million) due from directors and management related to the payment of withholding amounts. As at June 30, 2021, the Company had $Nil (December 31, 2020 - less than $0.1 million) due to Nova Royalty Corp., which is related to the Company by virtue of having two common directors on the respective boards of directors.

OFF-BALANCE SHEET ARRANGEMENTS

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

PROPOSED TRANSACTIONS

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

COMMITMENTS

Contractual Commitments

As at June 30, 2021, the Company had the following contractual commitments:

		Less than		1 to		Over
		1 year		3 years		4 years		Total
Trade and other payables	$	775,308	$	-	$	-	$	775,308
Loans payable principal and interest payments		504,275		4,441,775		-		4,946,050
Payments related to acquisition of royalties and streams		1,000,000		-		-		1,000,000
Total commitments	$	2,279,583	$	4,441,775	$	-	$	6,721,358

Contingent Commitments

In addition to the contractual commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that had not been met as of June 30, 2021.

As at June 30, 2021, the Company had the following contingent commitments:

the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the CentroGold project of $7.0 million payable in common shares upon receipt of all project licenses, the lifting or extinguishment of the injunction imposed on the CentroGold project with no pending appeals and, if necessary, the completion of any and all community relocations, and $4.0 million in cash upon the achievement of commercial production at the project;
the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the NuevaUnión copper-gold project of $0.5 million in cash and $0.5 million in common shares upon achievement of commercial production at the La Fortuna deposit in Chile; and
the Company is obligated to make additional potential payments in connection with its acquisition of its royalty on the Hoyle Pond Extension property, the Timmins West Extension property, and the DeSantis Mine property totalling C$5.0 million in cash and common shares upon achievement of various production milestones.

Management’s Discussion and Analysis - Page 20

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

FINANCIAL INSTRUMENTS

Classification

The Company classified its financial instruments as follows:

		As at
		June 30,		December 31,
		2021		2020
Financial assets
Amortized cost:
Cash	$	3,450,164	$	5,299,904
Royalty, derivative royalty, and stream receivables		888,698		1,547,895
Other receivables		25,686		265,680
Fair value through profit or loss:
Derivative royalty asset		4,785,880		6,432,610
Marketable securities		45,183		43,984
Total financial assets	$	9,195,611	$	13,590,073

Financial liabilities
Amortized cost:
Trade and other payables	$	1,775,308	$	1,772,304
Loans payable		3,304,643		3,062,706
Total financial liabilities	$	5,079,951	$	4,835,010

Fair value

Financial instruments recorded at fair value on the 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:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and
Level 3 - Inputs for assets and liabilities that are not based on observable market data.

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 are receivable to the Company without further adjustments are classified as amortized cost. The fair value of the Company's loans payable is approximated by its carrying value as its interest rates are comparable to market interest rates. The derivative royalty asset was valued using inputs that are not observable, including a gold forward price curve, US$/A$ foreign exchange rates based on forward curves, and an estimated discount rate. Therefore, the derivate royalty asset is classified within Level 3 of the fair value hierarchy.

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

Management’s Discussion and Analysis - Page 21

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Credit risk

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

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements on an ongoing basis and its development plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty interests, its holdings of cash, and its committed liabilities. The maturities of the Company's non‐current liability are disclosed in Note 8 in the Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2021. All current liabilities are settled within one year.

Currency risk

NON-IFRS FINANCIAL MEASURES

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

Attributable Gold Equivalent Ounces (GEOs)

Attributable GEOs are composed of gold ounces attributable to the Company, plus an amount calculated by taking the revenue earned by the Company in the period from payable silver ounces attributable to the Company divided by the average London fix price of gold for the relevant period, plus an amount calculated by taking the cash received or accrued by the Company in the period from the derivative royalty asset divided by the average London fix gold price for the relevant period. Included in the calculation of attributable GEOs is any cash received from the Higginsville PPR royalty which is accounted for as a derivative royalty asset, as such any payments received under this royalty are treated as a reduction in the carrying value of the asset on the Company's statement of financial position and not shown as revenue on the Company's statement of profit and loss. However, operationally as the Company receives payment similar to the Company's other royalty interests, the results have been included here for more accurate comparability and to allow the reader to accurately analyze the operations of the Company. For additional details on the derivative royalty asset see Note 5 in the Company's condensed interim consolidated financial statements for the three and six months ended June 30, 2021.

Management’s Discussion and Analysis - Page 22

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

Attributable GEOs are composed of:

payable gold ounces attributable to the Company; plus
an amount calculated by taking the revenue earned by the Company in the period from payable silver ounces attributable to the Company divided by the average London fix price of gold for the relevant period; plus
an amount calculated by taking the cash received or accrued by the Company in the period from the derivative royalty asset divided by the average London fix gold price for the relevant period.

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

Average cash cost per attributable GEO

Average cash cost per attributable GEO is calculated by dividing the Company's total cash cost of sales, excluding depletion by the number of attributable GEOs.

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

The Company's average cash cost per attributable GEO for the three and six months ended June 30, 2021 and May 31, 2020 was:

		Three months ended				Six months ended
		June 30,		May 31,		June 30,		May 31,
		2021		2020		2021		2020
Cost of sales, excluding Depletion	$	-	$	26,778	$	-	$	354,759
Cost of sales for NLGM⁽¹⁾		5,059		3,549		13,502		14,242
Adjust for:
Refining charge		-		4,094		-		46,613
Total cash cost of sales		5,059		34,421		13,502		415,614
Total attributable GEOs		646		44		1,377		742
Average cash cost per attributable GEO	$	8	$	782	$	10	$	560

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

Average realized price per attributable GEO

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

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

Management’s Discussion and Analysis - Page 23

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

The Company's average realized per attributable GEO for the three and six months ended June 30, 2021 and May 31, 2020 was:

		Three months ended				Six months ended
		June 30,		May 31,		June 30,		May 31,
		2021		2020		2021		2020
Royalty revenue	$	571,605	$	20,006	$	1,246,190	$	69,233
Payments from derivative assets⁽³⁾		526,244		-		1,047,552		-
Revenue from NLGM⁽¹⁾		50,595		35,493		135,024		142,427
Sales from stream interests		-		17,617		-		937,701
Adjust for:
Refining charge		-		4,094		-		46,613
Sales from stream and royalty interests		1,148,444		77,210		2,428,766		1,195,974
Total attributable GEOs sold		646		44		1,377		742
Average realized price per attributable GEO	$	1,778	$	1,755	$	1,764	$	1,612

Operating cash margin per attributable GEO⁽²⁾	$	1,770	$	973	$	1,754	$	1,052

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

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

Adjusted EBITDA

Management uses Adjusted EBITDA to evaluate the Company's operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company presents Adjusted EBITDA as it believes that certain investors use this information to evaluate the Company's performance in comparison to other streaming companies in the precious metals mining industry who present results on a similar basis. However, Adjusted EBITDA does not represent, and should not be considered an alternative to, net income (loss) or cash flow provided by operating activities as determined under IFRS.

The Company's adjusted EBITDA for the three and six months ended June 30, 2021 and May 31, 2020 was:

		Three months ended						Six months ended
		June 30,			May 31,			June 30,			May 31,
		2021			2020			2021			2020
Net loss	$	(2,729,981	)	$	(1,662,445	)	$	(5,107,705	)	$	(3,258,237	)
Adjusted for:
Interest expense		164,328			205,238			331,781			402,843
Finance charges		46,096			24,158			101,231			48,053
Income tax provision		55,983			(42,223	)		108,335			360,221
Depletion and amortization		407,380			46,835			881,536			268,403
Foreign exchange loss		69,277			(58,968	)		201,949			(39,255	)
Share-based payments ⁽¹⁾		1,473,052			201,478			2,466,773			879,609
Adjusted EBITDA	$	(513,865	)	$	(1,285,927	)	$	(1,016,100	)	$	(1,338,363	)

(1) Includes stock options and restricted share units.

Management’s Discussion and Analysis - Page 24

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements in conformance with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The Company's significant accounting policies and estimates are disclosed in Note 2 of the annual consolidated financial statements for the seven months ended December 31, 2020.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

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

The Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's DCP as defined under the Exchange Act, as at June 30, 2021. Based upon the results of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as at June 30, 2021, the Company's disclosure controls and procedures were effective.

Internal Controls Over Financial Reporting

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

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

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

Management’s Discussion and Analysis - Page 25

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

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

Changes in ICFR

There has been no change in our internal control over financial reporting during the six months ended June 30, 2021, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Controls and Procedures

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

RISK FACTORS

The Company's ability to generate revenues and profits from its natural resource properties is subject to a number of risks and uncertainties. For a full discussion on the risk factors affecting the Company, please refer to the Company's Annual Information Form dated March 26, 2021, which is available on www.sedar.com.

CAUTIONARY STATEMENT REGARDING MINERAL RESERVE AND RESOURCE ESTIMATES

Unless otherwise indicated, all of the mineral reserves and mineral resources disclosed in this MD&A have been prepared in accordance with NI 43-101. Canadian standards for public disclosure of scientific and technical information concerning mineral projects differ significantly from the requirements adopted by the United States Securities and Exchange Commission (the "SEC"). Accordingly, the scientific and technical information contained in this MD&A, including estimates of mineral reserves and mineral resources, may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

QUALIFIED PERSONS

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

Management’s Discussion and Analysis - Page 26

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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

All statements included herein that address events or developments that we expect to occur in the ‎future are ‎forward-looking statements. Generally forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements in this MD&A include, but are not limited to, statements regarding:

future events or future performance of Metalla;
the completion of the Company's royalty purchase transactions;
the Company's plans and objectives;
the Company's future financial and operational performance;
expectations regarding steam and royalty interests owned by the Company;
the satisfaction of future payment obligations and contingent commitments by Metalla;
the future achievement of any milestones in respect of the payment or satisfaction of contingent ‎‎consideration by Metalla;
the future sales of common shares under the 2021 ATM Program and the value of the gross proceeds to be raised ‎thereunder;‎
the future availability of funds, including drawdowns pursuant to the Amended Loan Facility and sales from the 2021 ATM Program;
the effective interest rate of drawdowns under the Amended Loan Facility and the life expectancy thereof;
the future conversion of funds drawn down by ‎Metalla under the Amended Loan Facility;
the completion by property owners of announced drilling programs and other planned activities in relation to properties on ‎which the Company and its subsidiaries hold a royalty or streaming interest and the expected timing thereof;
future disclosure by property owners and the expected timing ‎thereof; ‎
the potential restart of the Endeavor mine;
the estimated production at Wharf, Higginsville, Beta Hunt and NLGM;
the expansion of the Higginsville processing plant to 2.5 Mtpa by 2024‎;
‎the resuming of drilling at Del Carmen in ‎the South American spring; ‎
the anticipated levels of production and internal rate of return at Wasamac;
the future restart of gold production at the Beaufor Mine;
the lifting of the injunction at the CentroGold property; ‎
the update of the pre-feasibility study on the CentroGold property and the anticipated timing thereof; ‎
the completion of an updated mineral reserve, resource estimate and updated preliminary economic assessment at Santa ‎Gertrudis and the expected timing thereof; ‎‎
the completion of the acquisition of TZ by G Mining;
the completion of an ‎updated feasibility study and commercial projection at TZ and the anticipated timing thereof;
the achievement of ‎commercial production at the Côté Gold Project and the anticipated timing thereof;
the release of an initial resource ‎estimate for the Gosselin zone and the anticipated timing thereof;
the availability of cash flows from the Wharf, Higginsville, Joaquin, COSE and NLGM royalties and streams; ‎
royalty payments to be paid to Metalla by property owners or operators of mining projects pursuant to ‎each royalty interest; ‎
the future outlook of Metalla and the mineral reserves and resource estimates for the properties with respect to which the ‎Metalla has or proposes to acquire an interest;‎
future gold and silver prices;‎
the impact of COVID-19 on the planned operations and programs on the properties in which Metalla holds, or may acquire, a royalty;‎

Management’s Discussion and Analysis - Page 27

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

other potential developments relating to, or achievements by, the counterparties for the Company's stream and ‎royalty agreements, and with respect to the mines and other properties in which the Company has, or may ‎acquire, a stream or royalty interest;‎
estimates of future production;
costs and other financial or economic measures;‎
prospective transactions;
growth and achievements‎;
financing and adequacy of capital;
‎future payment of dividends;
future sales of Offered Shares under the 2021 ATM Program, or other public and/or private placements of equity, debt or hybrids thereof; and
the Company's ability to fund its current operational requirements and capital projects.

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

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

risks related to epidemics, pandemics or other public health crises, including COVID-19 global health pandemic, and the spread of other viruses or pathogens, and the ‎potential impact thereof on Metalla's business, operations and financial condition; ‎
risks related to commodity price fluctuations;‎
the absence of control over mining operations from which Metalla will purchase precious metals ‎pursuant to gold streams, silver streams and other agreements or from which it will receive royalty payments pursuant to net smelter ‎returns, gross overriding royalties, gross value royalties and other royalty agreements or interests and risks related to those mining operations, including risks related to ‎international operations, government and environmental regulation, delays in mine construction ‎and operations, actual results of mining and current exploration activities, conclusions of ‎economic evaluations and changes in project parameters as plans are refined;‎
risks related to exchange rate fluctuations;‎
that payments in respect of streams and royalties may be delayed or may never be made;‎
risks related to Metalla's reliance on public disclosure and other information regarding the mines or ‎projects underlying its streams and royalties;‎
that some royalties or streams may be subject to confidentiality arrangements that limit or prohibit ‎disclosure regarding those royalties and streams;‎
business opportunities that become available to, or are pursued by, Metalla;‎
that Metalla's cash flow is dependent on the activities of others;‎
that Metalla has had negative cash flow from operating activities;‎
risks related to the Santa Gertrudis property;
that some royalty and stream interests are subject to rights of other interest-holders;‎
‎risks related to global financial conditions;‎
that Metalla is dependent on its key personnel;‎
risks related to Metalla's financial controls;‎
dividend policy and future payment of dividends;‎
competition;‎
risks related to the operators of the properties in which Metalla holds, or may acquire, a royalty or ‎stream or other interest, including changes in the ownership and control of such operators;‎
that Metalla's royalties and streams may have unknown defects;‎
that Metalla's royalties and streams may be unenforceable;‎

Management’s Discussion and Analysis - Page 28

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

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

The forward-looking statements contained in this MD&A are based on reasonable assumptions that have been made by management as at the date of such information and is subject to unknown risks, uncertainties and other factors that may cause the actual actions, events or results to be materially different from those expressed or implied by such forward-looking information, including, without limitation: the impact of general business and economic conditions; the ongoing operation of the properties in which the Company holds a royalty, stream, or other production-base interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company's ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; no adverse development in respect of any significant property in which the Company holds a royalty, stream, or other production-base interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; the world-wide economic and social impact of COVID-19 is managed and the duration and extent of the coronavirus pandemic is minimized or not long-term; disruptions related to the COVID-19 pandemic or other health and safety issues, or the responses of governments, communities, partner operators, the Company and others to such pandemic or other issues; integration of acquired assets; actual results of mining and current exploration activities; conclusions of economic evaluations and changes in project parameters as plans continue to be refined; problems inherent to the marketability of precious metals; stock market volatility; competition; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.

Management’s Discussion and Analysis - Page 29

METALLA ROYALTY & STREAMING LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

(Expressed in United States dollars, unless otherwise indicated)

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

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

Management’s Discussion and Analysis - Page 30

EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 Metalla Royalty & Streaming Ltd. : Exhibit 99.5 - Filed by newsfilecorp.com

CONSENT OF CHARLES BEAUDRY

The undersigned hereby consents to the inclusion in the Management's Discussion & Analysis of Metalla Royalty & Streaming Ltd. (the "Company") for the period ended June 30, 2021 of references to the undersigned as a non-independent qualified person and the undersigned's name with respect to the disclosure of technical and scientific information contained therein.

The undersigned further consents to the inclusion or incorporation by reference of all references to the undersigned in the Company's Registration Statements on Form F-10 (No. 333-237887) and Form S-8 (Nos. 333-234659 and 333-249938). This consent extends to any amendments to the Form F-10 or Form S-8, including post-effective amendments.

/s/ Charles Beaudry
Charles Beaudry
August 13, 2021

EX-99.6 7 exhibit99-6.htm EXHIBIT 99.6 Metalla Royalty & Streaming Ltd. : Exhibit 99.6 - Filed by newsfilecorp.com

METALLA REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2021
AND PROVIDES ASSET UPDATES

(All dollar amounts are in United States dollars unless otherwise indicated)

FOR IMMEDIATE RELEASE

TSXV: MTA

NYSE American: MTA

August 13, 2021

Vancouver, Canada: Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company") (TSXV: MTA) (NYSE American: MTA) announces its operating and financial results for the three and six months ended June 30, 2021. For complete details of the condensed interim consolidated financial statements and accompanying management's discussion and analysis for the three and six months ended June 30, 2021, please see the Company's filings on SEDAR (www.sedar.com) or on EDGAR (www.sec.gov). Shareholders are encouraged to visit the Company's website at http://www.metallaroyalty.com/.

Brett Heath, President, and CEO of Metalla, commented, "The second quarter of 2021 represented another meaningful step in the continued growth of Metalla, with the acquisition of the 1.35% royalty on the Côté-Gosselin project, which is anticipated to become one of Canada’s largest producing mines. We look forward to more accretive transactions in the second half of the year, building upon what has been one of the most active years for Metalla on the acquisition front."

FINANCIAL HIGHLIGHTS

During the six months ended June 30, 2021, and the subsequent period, the Company:

Closed six new royalty and stream acquisitions to bring the total held to 69 precious metal assets through the following notable transactions:

an existing 1.35% Net Smelter Returns (“NSR”) royalty on a portion of the Côté Gold Project and all of the Gosselin Zone (located ~1.5km to the northeast of the Côté deposit) (together referred to as “Cote-Gosselin”) owned by IAMGOLD Corporation (“IAMGOLD”) and Sumitomo Metals Mining Co., Ltd., from arm’s length sellers for total consideration of C$7.5 million in cash;

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an existing 2.5% NSR royalty on Minera Alamos Ltd.’s La Fortuna project, from Argonaut Gold Ltd. for aggregate consideration of $2.25 million in cash, of which $1.25 million was paid upon closing and the remaining $1.0 million is payable six months after closing. The 2.5% NSR, which is capped at $4.5 million, will be in addition to Metalla’s uncapped 1.0% NSR royalty to increase the total royalty exposure to 3.5% on the La Fortuna project;

an existing 0.5% NSR royalty on Barrick Gold Corp.’s Del Carmen project, which is part of the 9 Moz Au Alturas-Del Carmen project in the prolific El Indio belt in the San Juan province of Argentina, from Coin Hodl Inc. for a total consideration of C$1.6 million in cash;⁽¹⁾

an existing 0.75% Gross Value Return (“GVR”) royalty on Eldorado Gold Corp.’s 2 Moz Au Tocantinzinho project located in the Tapajos district in the State of Para in northern Brazil, from Sailfish Royalty Corp. for a total consideration of $9.0 million in cash;⁽²⁾

an existing 1.0%-2.0% NSR royalty on OZ Minerals (“OZ”) 1.7Moz Au CentroGold project (“CentroGold”) located in the State of Maranhão in northern Brazil, from Jaguar Mining Inc. for total consideration of $7.0 million in cash and with additional contingent payments of up to $11.0 million comprised of shares and cash subject to the successful completion of certain milestones in respect of the CentroGold project;⁽³⁾ and

an existing 0.45% NSR royalty on Agnico Eagle Mines Ltd.’s (“Agnico”) Amalgamated Kirkland property in its Kirkland Lake project, and an existing 0.45% NSR royalty on Kirkland Lake Gold’s (“Kirkland Lake Gold”) North Amalgamated Kirkland property (“North AK Property”) at its Macassa mine, from private third parties for total consideration of C$0.7 million in cash.⁽⁴⁾

on May 14, 2021, announced the termination of its original at-the-market program (the “2020 ATM Program”). During the six months ended June 30, 2021, the Company distributed 1,526,600 common shares under the 2020 ATM Program at an average price of $9.45 per share for gross proceeds of $14.4 million. From inception in September 2020 to termination in May 2021, the Company distributed a total of 1,809,300 common shares under the 2020 ATM Program at an average price of $9.63 per share for gross proceeds of $17.4 million;

on May 14, 2021, announced the establishment of a new at-the-market program (the “2021 ATM Program”) with a syndicate of agents. Under the 2021 ATM Program the Company may distribute up to $35.0 million (or the equivalent in Canadian dollars) in common shares of the Company. From inception to June 30, 2021, the Company distributed 515,532 common shares under the 2021 ATM Program at an average price of $10.02 per share for gross proceeds of $5.2 million. As of the date of this news release, the Company has distributed a total of 863,732 common shares under the 2021 ATM program for gross proceeds of $8.2 million;

for the three months ended June 30, 2021, received or accrued payments on 646 attributable Gold Equivalent Ounces (“GEOs”) at an average realized price of $1,778 and an average cash cost of $8 per attributable GEO. For the six months ended June 30, 2021, received or accrued payments on 1,377 attributable GEOs at an average realized price of $1,764 and an average cash cost of $10 per attributable GEO. (See non-IFRS Financial Measures);

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for the three months ended June 30, 2021, generated operating cash margin of $1,770 per attributable GEO, and for the six months ended June 30, 2021, generated operating cash margin of $1,754 per attributable GEO, from the Wharf, Joaquin, and COSE royalties, the New Luika Gold Mine stream held by Silverback Ltd., the Higginsville derivative royalty asset, and other royalty interests. (See non-IFRS Financial Measures);
for the three months ended June 30, 2021, recognized revenue from royalty and stream interests, including fixed royalty payments, of $0.7 million, net loss of $2.7 million, and adjusted EBITDA of negative $0.5 million. For the six months ended June 30, 2021, recognized revenue from royalty and stream interests, including fixed royalty payments, of $1.4 million, net loss of $5.1 million, and adjusted EBITDA of negative $1.0 million. (See non-IFRS Financial Measures);

for the three months ended June 30, 2021, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $0.5 million, and for the six months ended June 30, 2021, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $1.0 million. (See non-IFRS Financial Measures); and

converted C$5.0 million outstanding on the Beedie Capital amended loan facility (the “Beedie Loan Facility”) at C$9.90 per share for a total of 505,050 common shares and completed a draw down for an additional C$5.0 million from the Beedie Loan Facility with a conversion price of C$14.30 per share, representing a 20% premium above the 30-day volume-weighted average price of the Company’s common shares on the date of the draw down in accordance with the terms of the Beedie Loan Facility. As at the date of this News Release, the Company has a total of C$5.0 million outstanding under the Beedie Loan Facility bearing interest at a rate of 8% per annum with a remaining C$15.0 million available on standby under the Beedie Loan Facility.

ASSET UPDATES

Wharf Royalty

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

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Higginsville Royalty

On August 9, 2021, Karora Resources Inc. (“Karora”) announced second quarter production from its Higginsville Gold Operations (“Higginsville”) and Beta Hunt mines of 29,831 ounces of gold, in line with 2021 production guidance of 105-115 Koz for 2021. Higginsville mill feed was processed from the Hidden Secret deposit, meanwhile grade control work continued at Mousehollow deposit which is expected to provide operation flexibility once mining of the pit commences. Alongside open pit mining, Karora continued to complete pre-production activities at the Aquarius underground mine with the commencement of decline development expected in the third quarter of 2021. Karora expects to intersect development ore in the fourth quarter of 2021 with stope production commencing shortly thereafter. At the Two Boys underground deposit, rehabilitation works continued with development to access remnant and new ore blocks. Drilling activities are ongoing at both the Aquarius and Two Boys deposits to infill and expand the ore bodies. Karora also outlined that the plans to expand the Higginsville processing plant to 2.5 Mtpa by 2024 were on schedule.

New Luika Silver Stream

On July 19, 2021, Shanta Gold (“Shanta”) announced a new mine plan for the New Luika Gold Mine (“NLGM”) where average annual production is expected to be 73.6 Koz gold with the potential to extend mine life beyond 2026 through conversion of significant known resources and the expanded 2,450 tpd mill throughput. Shanta expects total gold production from NLGM for the 5-year plan to total 368 Koz from both open pit and underground mine sources from the mining license. Shanta outlined that the resources presently sitting outside of the mine plan amount to 552 Koz at 2.37 g/t at NLGM.

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

Endeavor Silver Stream

Metalla has the right to buy 100% of the silver production up to 20 million ounces (12.6 million ounces remaining under the contract for delivery) from the Endeavor Mine for an operating cost contribution of $1.00 per ounce of payable silver, indexed annually for inflation, plus a further increment of 50% of the silver price in excess of $7.00 per oz.

Santa Gertrudis

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Metalla holds a 2.0% NSR on Santa Gertrudis subject to Agnico’s right to buy back 1% for $7.5 million.

Wasamac

On July 19, 2021, Yamana Gold Inc. (“Yamana”) announced a positive development decision on the Wasamac property based on positive results on several studies. Yamana reported an updated mineral reserve estimate of 1.91 Moz at 2.56 g/t gold for an initial 10-year mine life. Initial production proposes a rapid ramp up of production to 200 Koz per annum for the first four years with an average life of mine production of 169 Koz per year utilizing a 7,000 tonnes per day mill with infrastructure designed to increase throughput to 7,500 tonnes per day for additional upside. Wasamac provides robust economics including an after-tax net present value at a 5% discount rate of $470 million and an internal rate of return of 24% at a $1,850 per ounce gold price. Yamana expects to complete an infill and exploration program at Wasamac to generate additional mineral reserves to sustain the 200 Koz level of yearly production for more than 15 years. Plans include 120,000 meters of drilling in 2021 and 2022 with a budget of $15 million to delineate earlier mining areas, convert remaining mineral resources and additional drilling at depth testing between mineralized zones. Further opportunities for optimization will be pursued with additional metallurgical drilling to increase gold recoveries, accelerate the project execution plan, infill drilling and the inclusion of silver to improve project economics.

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

Tocantinzinho

On August 9, 2021, G Mining Ventures Corp (“G Mining”) announced that it has entered into a definitive agreement to acquire the Tocantinzinho project (“TZ”) from Eldorado Gold Corp. for upfront consideration of $50 million and deferred consideration of $60 million upon the first anniversary of commercial production. TZ is a permitted, high-grade gold project with a 10-year reserve life with an estimated 187 Koz per year production profile for the first 8 years with a forecasted cash cost of $588/oz. G Mining expects to complete an updated feasibility study within 180 days with a target for commercial production of the second half of 2024. Project optimization on TZ, with early works planning, detailed engineering, and long lead item orders, are expected to begin immediately upon close of the transaction. A 10,000 meter drill program will supplement the optimization to de-risk early years of production and explore for expansion below the current pit. TZ is open at depth and down plunge where exploration below the pit included significant intercepts of 1.26 g/t gold over 39.5 meters and 2.45 g/t gold over 60 meters.

Metalla holds a 0.75% GVR royalty on the Tocantinzinho project.

El Realito

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

Del Carmen

Metalla holds a 0.5% NSR royalty on the Del Carmen project which is the Argentine portion of the Alturas-Del Carmen project in the prolific El Indio belt.

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Beaufor Mine

On July 28, 2021, Monarch Mining Corporation (“Monarch”) announced an updated resource estimate at the Beaufor Mine. Beaufor now contains an estimated Measured & Indicated Resources of 219 Koz at 5.3 g/t gold. Total Inferred Resource are estimated at 123 Koz at 4.7 g/t gold. Approximately 24,700 meters of the 42,500 meter drill program are dedicated to areas outside of the current resource estimate.

Metalla holds a 1.0% NSR royalty on the Beaufor mine once Monarch has produced 100 Koz of gold. To date, approximately 27.3 Koz of gold have been produced from the property.

Côté & Gosselin

On August 4, 2021, IAMGOLD reported that construction continues to progress well at the Côté Gold Project. Earthworks are continuing with overburden stripping and the commencement of other infrastructure items including the tailings management facility. The project is on schedule for commercial production in the second half of 2023 and was 27% complete as of June 30, 2021. At the Gosselin zone, IAMGOLD completed 10,200 meters of the 13,000 to 16,000-meter drill program. IAMGOLD expects to release an initial resource estimate for the Gosselin zone in the fourth quarter of 2021 and has outlined the potential for the Gosselin zone to provide future supplemental feed to the Côté mill. ‎

Metalla holds a 1.35% NSR royalty on a portion of the Côté deposit and all of the Gosselin zone.

Fosterville

Metalla holds a 2.5% GVR royalty on the Northern and Southern extensions of the Fosterville mining license.

CentroGold

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Metalla holds a 1.0-2.0% NSR royalty on the CentroGold project.

Fifteen Mile Stream

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

Aureus East

On June 24, 2021, Aurelius Minerals Inc. (“Aurelius”) reported assay results from surface drilling at Aureus East of 5.3 g/t gold over 4.7 meters, 16.5 g/t gold over 1.6 meters and 67.7 g/t gold over 0.6 meters. These drill holes specifically targeted the limb structures and confirmed the presence of high-grade gold in the steeply dipping limbs and the previous drilled hinge zones. Over the remainder of 2021, Aurelius expects to continue to drill its 10,000 meter drill program at the Aureus East project and complete a maiden resource estimate in Q1 2022.

Metalla holds a 1.0% NSR royalty on the Aureus East project.

North AK Property

Metalla holds a 0.45% NSR royalty on the North AK Property which is adjacent to the Macassa near surface resource.

Green Springs

On May 18, 2021, Contact Gold Corp. (“Contact”) announced that it has received the first results from its 2021 drill program at Green Springs, with notable intercepts of 1.46 g/t gold over 47.24 meters which extended mineralization along a key east-west cross structure and 0.89 g/t gold over 12.19 meters. On June 15, 2021 Contact announced a new gold discovery at Green Springs at the Tango target which is 500 meters to the north of the Alpha zone mineralization, with highlights of 0.55 g/t over 54.9 meters, 1.01 g/t gold over 13.7 meters and 0.87 g/t gold over 13.7 meters. On June 28, 2021, Contact announced an additional discovery at the X-Ray target, bridging the gap between the Mine Trend and the Alpha zone with highlights of 1.28 g/t gold over 39.6meters and 0.82 g/t gold over 24.4 meters. In 2021, Contact’s exploration program is focused on rapidly expanding the footprint of oxidized gold mineralisation at Green Springs, by stepping out on high grade zones along the mine trend and new targets under Contact’s exploration model.

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Metalla holds a 2.0% NSR royalty on Green Springs.

Fortuity 89

On July 16, 2021, Newcrest Mining Ltd. (“Newcrest”) provided the results of the planned geophysical, resistivity and geochemical program at the Fortuity 89 property. A number of potential targets have been identified which Newcrest plans to drill test this year.

Metalla holds a 2.0% NSR royalty on the Fortuity 89 project.

Anglo/Zeke & Pine Valley

Metalla holds a 0.5% GOR royalty on Anglo/Zeke and a 3.0% NSR royalty on Pine Valley which are both located adjacent to the Goldrush ore body.

QUALIFIED PERSON

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

ABOUT METALLA

Metalla is a precious metals royalty and streaming company. Metalla provides shareholders with leveraged precious metal exposure through a diversified and growing portfolio of royalties and streams. Our strong foundation of current and future cash-generating asset base, combined with an experienced team gives Metalla a path to become one of the leading gold and silver companies for the next commodities cycle.

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

ON BEHALF OF METALLA ROYALTY & STREAMING LTD.

(signed) "Brett Heath"

President and CEO

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CONTACT INFORMATION

Metalla Royalty & Streaming Ltd.

Brett Heath, President & CEO

Phone: 604-696-0741

Email: info@metallaroyalty.com

Kristina Pillon, Investor Relations

Phone: 604-908-1695

Email: kristina@metallaroyalty.com

Website: www.metallaroyalty.com

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

Notes:

⁽¹⁾ ^{For details on the estimation of mineral resources and reserves, including the key assumptions, parameters and methods used to estimate the Mineral Resources and Mineral Reserves, Canadian investors should refer to the NI 43-101 Technical Reports for Del Carmen on}^{www.sedar.com}^.

⁽²⁾ ^{For details on the estimation of mineral resources and reserves, including the key assumptions, parameters and methods used to estimate the Mineral Resources and Mineral Reserves, Canadian investors should refer to the NI 43-101 Technical Reports for Tocantinzinho filed on}^{www.sedar.com}^{and the}^{Eldorado Gold Annual Information Form Dated March 30, 2020}^.

⁽³⁾ ^{For details on the estimation of mineral resources and reserves, including the key assumptions, parameters and methods used to estimate the Mineral Resources and Mineral Reserves, Canadian investors should refer to the ASX JORC Code Technical Reports for CentroGold and on file at www.asx.com.au and the}^{Oz Minerals 2020 Annual Report.}

⁽⁴⁾ ^{For details on the estimation of mineral resources and reserves, including the key assumptions, parameters and methods used to estimate the Mineral Resources and Mineral Reserves, Canadian investors should refer to the NI 43-101 Technical Reports for Amalgamated Kirkland on}^{www.sedar.com}^.

Non-IFRS Measures

The items marked above are alternative performance measures and readers should refer to non-international financial reporting standards ("IFRS") financial measures in the Company's Management's Discussion and Analysis for the three and six months ended June 30, 2021 as filed on SEDAR and as available on the Company's website for further details. Metalla has included certain performance measures in this press release that do not have any standardized meaning prescribed by IFRS including (a) attributable gold equivalent ounces (GEOs), (b) average cash cost per attributable GEO, (c) average realized price per attributable GEO, (d) operating cash margin per attributable GEO, which is based on the two preceding measures, and (e) adjusted EBITDA. In the precious metals mining industry, this is a common performance measure but does not have any standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the Company's performance and ability to generate cash flow. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Other companies may calculate these non-IFRS measures differently.

Technical and Third-Party Information

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

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

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‎

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

Cautionary Note Regarding Forward-Looking Statements

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

All statements included herein that address events or developments that we expect to occur in the ‎future are ‎forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “does not expect”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information include, but are not limited to, the advancement of the properties on which Metalla holds a royalty or streaming interest; the future growth in Metalla’s net asset value; the successful completion of certain milestones in respect to the CentroGold project; the satisfaction of future payment obligations and contingent commitments by Metalla; the future sales of common shares under the 2021 ATM Program and the value of the gross proceeds to be raised thereunder; the future availability of funds pursuant to the Beedie Loan Facility and the 2021 ATM Program; the future conversion of funds drawn down by Metalla under the Beedie Loan Facility; the completion by property owners of announced drilling programs and other planned activities in relation to properties on which the Company and its subsidiaries hold a royalty or streaming interest and the expected timing thereof; future disclosure by property owners and the expected timing thereof; the completion by property owners of announced capital expenditure programs; the mineral reserve estimates relating to the properties on which Metalla holds a royalty or streaming interest and all updates thereto; the estimated production at Higginsville and Beta Hunt; the expansion of the Higginsville processing plant to 2.5 Mtpa by 2024; the estimated gold production at NLGM; the resumption of drilling at Del Carmen in the South American spring; the anticipated levels of production and internal rate of return at Wasamac; the lifting of the injunction at the CentroGold property; the update of the pre-feasibility study on the CentroGold property and the anticipated timing thereof; the completion of an updated mineral reserve, resource estimate and updated preliminary economic assessment at Santa Gertrudis and the expected timing thereof; the completion of the acquisition of TZ by G Mining; the completion of an updated feasibility study and commercial projection at TZ and the anticipated timing thereof; the achievement of commercial production at the Côté Gold Project and the anticipated timing thereof; the release of an initial resource estimate for the Gosselin zone and the anticipated timing thereof; the Côté-Gosselin project becoming one of Canada’s largest producing mines; the future restart of gold production at the Beaufor Mine and Beacon Hill and the anticipated timing thereof; the potential for Metalla to be a leading gold and silver company for the next commodities cycle; Metalla’s future plans and objectives; future expectations regarding the royalties and streams of Metalla‎; royalty payments to be paid to Metalla by property owners or operators of mining projects pursuant to ‎each royalty; the mineral reserves and resource estimates for the properties with respect to which the Company ‎has or proposes to acquire an interest;‎ future gold and silver prices;‎ other potential developments relating to, or achievements by the counterparties for Metalla’s stream and ‎royalty agreements, and with respect to the mines and other properties in which Metalla has, or may ‎acquire, a stream or royalty interest;‎ and estimates of future production, costs and other financial or economic measures.‎

Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Metalla to control or predict, that may cause Metalla's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: changes in commodity prices; lack of control over mining operations; exchange rates; delays in or failure to receive payments; delays in construction; delays in the sale of the mines; third party reporting; the world-wide economic and social impact of COVID-19 is managed and the duration and extent of the coronavirus pandemic is minimized or not long-term; disruptions related to the COVID-19 pandemic or other health and safety issues, or the responses of governments, communities, partner operators, the Company and others to such pandemic or other issues; and the other risks and uncertainties disclosed under the heading “Risk Factors” in the Company’s most recent Annual Information Form, annual report on Form 40-F and other documents filed with or submitted to the Canadian securities regulatory authorities on the SEDAR website at www.sedar.com and the U.S. Securities and Exchange Commission on the EDGAR website at www.sec.gov. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements.

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