Condensed Interim Consolidated Financial Statements This section presents the Company's financial position, performance, cash flows, and equity changes for the interim period ended September 30, 2023 Condensed Interim Consolidated Statements of Financial Position The Company's financial position as of September 30, 2023, shows an increase in total assets and equity compared to December 31, 2022, primarily driven by an increase in royalty, stream, and other interests, while total liabilities decreased significantly due to a reduction in loans payable | Metric | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Total Assets | $137,825 | $130,889 | | Current assets | $9,740 | $9,566 | | Non-current assets | $128,085 | $121,323 | | Total Liabilities | $7,528 | $12,328 | | Current liabilities | $2,185 | $6,536 | | Non-current liabilities | $5,343 | $5,792 | | Total Equity | $130,297 | $118,561 | | Share capital | $179,002 | $161,696 | | Deficit | $(61,499) | $(56,334) | Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the nine months ended September 30, 2023, the Company reported a reduced net loss compared to the prior year, driven by higher revenue from royalty interests and a significant gain on sales of mineral claims, despite increased general and administrative expenses and royalty interest impairment | Metric | Three months ended Sep 30, 2023 (in thousands USD) | Three months ended Sep 30, 2022 (in thousands USD) | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Revenue from royalty interests | $1,359 | $656 | $3,299 | $1,785 | | Gross profit | $572 | $119 | $1,599 | $381 | | General and administrative expenses | $(992) | $(774) | $(3,094) | $(2,566) | | Royalty interest impairment | $(1,053) | $(1,620) | $(2,355) | $(1,620) | | Gain on sales of mineral claims | $- | $- | $5,093 | $- | | Net loss and comprehensive loss | $(2,127) | $(2,538) | $(3,970) | $(6,140) | | Earnings (loss) per share - basic and diluted | $(0.04) | $(0.06) | $(0.08) | $(0.14) | Condensed Interim Consolidated Statements of Cash Flows For the nine months ended September 30, 2023, the Company generated positive cash flow from operating activities, significantly increased cash used in investing activities due to royalty acquisitions, and maintained positive cash flow from financing activities, leading to an overall increase in cash and cash equivalents | Metric | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Net cash provided by operating activities | $1,283 | $145 | | Net cash used in investing activities | $(2,241) | $(988) |\n| Net cash provided by financing activities | $2,539 | $2,061 |\n| Cash and cash equivalents, end of period | $5,896 | $3,301 | - Acquisitions of royalty and stream interests significantly increased cash outflow from investing activities, rising from $1,117 thousand in 2022 to $7,374 thousand in 20237 - Proceeds from ATM (At-The-Market) offerings, net of share issue costs, increased from $2,189 thousand in 2022 to $4,435 thousand in 2023, contributing to financing activities7 Condensed Interim Consolidated Statements of Changes in Equity The Company's total equity increased significantly from December 31, 2022, to September 30, 2023, primarily due to substantial increases in share capital from ATM offerings, acquisitions of royalties, and conversion/extinguishment of loans payable, partially offset by a net loss for the period and dividends paid | Metric | As at September 30, 2023 (in thousands USD) | As at December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Number of shares outstanding | 52,839,527 | 49,467,877 | | Share capital | $179,002 | $161,696 | | Reserves | $12,794 | $13,199 | | Deficit | $(61,499) | $(56,334) | | Total equity | $130,297 | $118,561 | - During the nine months ended September 30, 2023, the Company issued 944,396 Common Shares through ATM offerings for net proceeds of $4.4 million, 1,406,182 Common Shares for royalty acquisitions, and 545,702 Common Shares for the conversion of a loan payable857 Notes to the Condensed Interim Consolidated Financial Statements This section provides detailed explanations of the Company's accounting policies, financial instrument classifications, and significant transactions impacting the interim financial statements 1. Nature of Operations Metalla Royalty & Streaming Ltd. is a Canadian precious metals royalty and streaming company focused on acquiring and managing production-based interests. The Company has a cumulative deficit and has experienced multi-year operating losses, but management anticipates sufficient liquidity for the next twelve months through existing cash, operating cash flows, and credit facilities - Metalla Royalty & Streaming Ltd. is a precious metals royalty and streaming company, acquiring and managing precious metal royalties, streams, and similar production-based interests10 - As of September 30, 2023, the Company has incurred a cumulative deficit of $61.5 million and has experienced losses from operations for multiple years11 - Management expects current cash balance, cash flows from operating activities, and available credit facilities to be sufficient to fund operations for the next twelve months11 2. Summary of Significant Accounting Policies These condensed interim consolidated financial statements comply with IFRS (IAS 34) and are prepared on a historical cost basis, except for fair-valued financial instruments. Accounting policies are consistent with the prior annual statements, and recent amendments to IFRS standards had no material impact - Financial statements are prepared in compliance with International Financial Reporting Standards (IFRS), specifically IAS 34, Interim Financial Reporting12 - Statements are prepared on a historical cost basis, with financial instruments measured at fair value, and accounting policies are consistent with the December 31, 2022 annual statements1314 - Amendments to IAS 1, IFRS Practice Statement, and IAS 8 effective January 1, 2023, had no material impact on the Company's consolidated financial statements15 3. Accounts Receivable Accounts receivable increased to $2,155 thousand as of September 30, 2023, from $1,506 thousand at December 31, 2022, primarily due to a rise in royalty, derivative royalty, and stream receivables. No receivables were past due, and no allowance for doubtful accounts was recorded | Category | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Royalty, derivative royalty, and stream receivables | $2,027 | $1,190 | | GST and other recoverable taxes | $103 | $302 | | Other receivables | $25 | $14 | | Total accounts receivable | $2,155 | $1,506 | - The Company had no past due royalty, derivative royalty, and stream receivables and a $Nil allowance for doubtful accounts as of September 30, 2023, and December 31, 202217 4. Royalty, Stream, and Other Interests The Company's total royalty, stream, and other interests increased to $127,533 thousand as of September 30, 2023, from $120,728 thousand at December 31, 2022, driven by new acquisitions in 2023 and 2022, partially offset by depletion and impairment charges on certain assets | Category | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Producing assets | $7,769 | $9,467 | | Development assets | $106,927 | $98,452 | | Exploration assets | $12,837 | $12,809 | | Total | $127,533 | $120,728 | - Accumulated depletion and impairments totaled $18,120 thousand as of September 30, 202318 4.a Acquisitions and Sales (Nine months ended September 30, 2023) During the first nine months of 2023, Metalla completed several transactions, including the sale of mineral claims (Pine Valley and Conmee) while retaining NSR royalties, and the acquisition of new royalty portfolios (Lama and Alamos) through a combination of cash and common shares - Sold Pine Valley mineral claims for $5.0 million cash, retaining a 3.0% Net Smelter Return (NSR) royalty, recognizing a $5.0 million gain on sale20 - Sold Conmee mineral claims for $0.1 million in Thunder Gold Corp. common shares, retaining a 2.0% NSR royalty, recognizing a $0.1 million gain21 - Acquired Lama royalties (2.5%-3.75% Gross Proceeds royalty on gold and 0.25%-3.0% NSR royalty on other metals) for $6.5 million, paid with $2.5 million cash, $2.1 million in Common Shares, and a $1.9 million acquisition payable22 - Acquired Alamos portfolio (one silver stream and three NSR royalties) for $4.2 million, paid by issuing 939,355 Common Shares23 4.b Acquisitions and Amendments (Twelve months ended December 31, 2022) In 2022, Metalla amended its Beaufor royalty for $1.0 million cash to waive a production-based payment clause, acquired a 1.0% NSR royalty on the Lac Pelletier project for C$0.3 million cash, and acquired a portfolio of eight royalties from First Majestic Silver Corp. for $21.6 million in common shares - Amended Beaufor Mine royalty for $1.0 million cash, waiving a 100Koz gold production clause24 - Acquired a 1.0% NSR royalty on the Lac Pelletier project for C$0.3 million cash25 - Acquired a portfolio of eight royalties from First Majestic Silver Corp. for $21.6 million, paid by issuing 4,168,056 Common Shares2628 4.c Impairment The Company recorded impairment charges totaling $2.4 million for the nine months ended September 30, 2023, including a $1.1 million impairment on the Beaufor royalty due to Monarch Mining Corporation's financial distress and a $1.3 million impairment on the Del Carmen royalty following Barrick's termination of its exploration agreement - Recorded a $1.1 million impairment charge on the Beaufor royalty due to Monarch Mining Corporation's financial difficulties and notice of creditor's intent to exercise security rights26 - Recorded a $1.3 million impairment charge on the Del Carmen royalty after Barrick terminated its agreement to explore and exploit the property, resulting in the royalty's termination2728 5. Derivative Royalty Asset The Higginsville Price Participation Royalty (PPR) is recognized as a derivative asset, valued at fair value through profit and loss. As of September 30, 2023, its fair value decreased to $0.6 million from $2.2 million at December 31, 2022, with mark-to-market gains of $0.6 million for the nine months ended September 30, 2023 - The Higginsville PPR is a derivative asset carried at fair value through profit and loss, based on gold price and AUD/USD exchange rate fluctuations2930 | Metric | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Fair value of derivative royalty asset | $615 | $2,182 | | Mark-to-market gain (9 months) | $567 | $532 | | Payments received (9 months) | $(2,134) | $(2,384) | - Key valuation inputs at September 30, 2023, included 2,418 ounces of gold remaining, a gold price estimate of $1,871/oz, and a U.S. dollar to Australian dollar exchange rate of A$1.55 per $1.0033 6. Investment in Silverback The Company holds a 15% equity interest in Silverback Ltd., which manages the New Luika Gold Mine (NLGM) silver stream. For the nine months ended September 30, 2023, the investment balance decreased to $497 thousand due to distributions exceeding the share of net income - The Company holds a 15% interest in Silverback Ltd., a privately held company whose sole business is the receipt and distribution of net earnings from the New Luika Gold Mine (NLGM) silver stream34 | Metric | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Opening balance | $595 | $1,341 | | Income (loss) in Silverback | $63 | $(589) |\n| Distribution | $(161) | $(157) |\n| Ending balance | $497 | $595 | - Silverback's revenue from stream interest for the nine months ended September 30, 2023, was $1,171 thousand, with net income of $1,200 thousand35 7. Trade and Other Payables Total trade and other payables increased to $1,507 thousand as of September 30, 2023, from $1,286 thousand at December 31, 2022, primarily due to a rise in taxes payable | Category | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Trade payables and accrued liabilities | $1,138 | $1,223 | | Taxes payable | $369 | $63 | | Total trade and other payables | $1,507 | $1,286 | 8. Loans Payable Total loans payable significantly decreased to $3,477 thousand as of September 30, 2023, from $10,585 thousand at December 31, 2022, primarily due to the conversion and extinguishment of portions of the Amended Loan Facility and a substantial principal repayment on the Castle Mountain Loan | Metric | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Amended Loan Facility (Debt Portion) | $2,668 | $5,335 | | Amended Loan Facility (Derivative Portion) | $131 | $- | | Castle Mountain Loan | $678 | $5,250 | | Total Loans Payable | $3,477 | $10,585 | - The Company recognized a $1.4 million loss on extinguishment of loan payable due to the Second Amendment of the Amended Loan Facility, which was considered a substantial modification45 - A fair value gain of $0.3 million was recorded on the derivative loan liability for the nine months ended September 30, 202348 8.a Amended Loan Facility The Amended Loan Facility underwent significant changes, including an extension of maturity to May 2027, an increase in the facility to C$25.0 million, an interest rate increase to 10.0%, and amendments to conversion prices, leading to the conversion of C$4.0 million into 545,702 Common Shares. The conversion feature is accounted for as a derivative loan liability - The Second Amendment to the Loan Facility extended the maturity date to May 9, 2027, increased the facility by C$5.0 million to C$25.0 million, and raised the interest rate from 8.0% to 10.0% per annum4547 - C$4.0 million of the Third Drawdown was converted into 545,702 Common Shares at a new conversion price of C$7.33 per share47 - The conversion feature of the Amended Loan Facility is accounted for as a non-cash derivative loan liability at fair value through profit and loss, with an initial fair value of $0.4 million46 8.b Castle Mountain Loan The Castle Mountain Loan's maturity date was extended to April 1, 2024, with the interest rate increasing to 12.0% per annum. A principal repayment of $4.3 million was made in July 2023, reducing the outstanding balance to $0.7 million - The Castle Mountain Loan's maturity date was extended from June 1, 2023, to April 1, 2024, and the interest rate increased to 12.0% per annum from April 1, 202351 - A principal repayment of $4.3 million was made on July 7, 2023, reducing the outstanding principal and accrued interest to $0.7 million as of September 30, 202351 9. Revenue Total revenue from royalty interests significantly increased for both the three and nine months ended September 30, 2023, compared to the prior year, primarily driven by higher contributions from El Realito and La Encantada royalties | Royalty Source | Three months ended Sep 30, 2023 (in thousands USD) | Three months ended Sep 30, 2022 (in thousands USD) | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Wharf | $338 | $275 | $1,244 | $825 | | El Realito | $769 | $261 | $1,546 | $261 | | La Encantada | $192 | $- | $349 | $- | | Joaquin | $- | $80 | $- | $328 | | Total royalty revenue | $1,299 | $616 | $3,139 | $1,645 | | Other fixed royalty payments | $60 | $40 | $160 | $140 | | Total revenue | $1,359 | $656 | $3,299 | $1,785 | - El Realito royalty revenue saw a substantial increase, from $261 thousand in the nine months ended September 30, 2022, to $1,546 thousand in the same period of 202353 10. General and Administrative Expenses General and administrative expenses increased for both the three and nine months ended September 30, 2023, compared to the prior year, primarily due to higher compensation and benefits and professional fees | Category | Three months ended Sep 30, 2023 (in thousands USD) | Three months ended Sep 30, 2022 (in thousands USD) | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Compensation and benefits | $466 | $379 | $1,296 | $1,178 | | Corporate administration | $341 | $293 | $897 | $841 | | Professional fees | $157 | $73 | $728 | $383 | | Listing and filing fees | $28 | $29 | $173 | $164 | | Total G&A expenses | $992 | $774 | $3,094 | $2,566 | 11. Income Taxes The Company recorded a total income tax expense of $27 thousand for the three months and $1,270 thousand for the nine months ended September 30, 2023, a significant increase from the prior year, primarily due to permanent differences and changes in unrecognized deferred tax assets | Metric | Three months ended Sep 30, 2023 (in thousands USD) | Three months ended Sep 30, 2022 (in thousands USD) | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Loss before income taxes | $(2,100) | $(2,513) | $(2,700) | $(6,058) | | Income tax recovery based on Canadian rates | $(567) | $(679) | $(729) | $(1,636) | | Permanent differences | $143 | $156 | $1,326 | $626 | | Changes in unrecognized deferred tax assets | $572 | $432 | $1,166 | $993 | | Total income tax expense | $27 | $25 | $1,270 | $82 | 12. Share Capital The Company's issued share capital increased to 52,839,527 Common Shares as of September 30, 2023, from 49,467,877 at December 31, 2022, primarily through ATM offerings, share-based acquisitions, and loan conversions. Share-based payment expenses for stock options and RSUs were recorded for the period - As at September 30, 2023, the Company had 52,839,527 Common Shares issued and outstanding, an increase from 49,467,877 at December 31, 202257 - During the nine months ended September 30, 2023, the Company issued 944,396 Common Shares through ATM offerings for net proceeds of $4.4 million, 1,406,182 Common Shares for royalty acquisitions, and 545,702 Common Shares for loan conversion57 12.b Stock Options The number of stock options outstanding decreased to 2,290,527 as of September 30, 2023, from 2,818,902 at December 31, 2022, due to exercises and forfeitures. Share-based payment expense for stock options was $0.7 million for the nine months ended September 30, 2023 | Metric | As at September 30, 2023 | As at December 31, 2022 | | :-------------------------------- | :----------------------- | :---------------------- | | Number outstanding | 2,290,527 | 2,818,902 | | Weighted average exercise price (C$) | $8.23 | $7.26 | - For the nine months ended September 30, 2023, the Company recorded $0.7 million in share-based payments expense related to stock options60 - The weighted average remaining life of outstanding stock options was 2.15 years as of September 30, 202360 12.c Restricted Share Units The number of Restricted Share Units (RSUs) outstanding decreased to 553,850 as of September 30, 2023, from 721,554 at December 31, 2022, due to settlements and forfeitures. Share-based payment expense for RSUs was $1.3 million for the nine months ended September 30, 2023 | Metric | As at September 30, 2023 | As at December 31, 2022 | | :-------------------------------- | :----------------------- | :---------------------- | | Number outstanding | 553,850 | 721,554 | - For the nine months ended September 30, 2023, the Company recorded $1.3 million in share-based payments expense related to RSUs61 13. Related Party Transactions and Balances Total compensation for key management personnel, including salaries, fees, and share-based payments, decreased slightly to $2,276 thousand for the nine months ended September 30, 2023, compared to $2,401 thousand in the prior year | Category | Three months ended Sep 30, 2023 (in thousands USD) | Three months ended Sep 30, 2022 (in thousands USD) | Nine months ended Sep 30, 2023 (in thousands USD) | Nine months ended Sep 30, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Salaries and fees | $342 | $247 | $874 | $753 | | Share-based payments | $357 | $412 | $1,402 | $1,648 | | Total | $699 | $659 | $2,276 | $2,401 | - As of September 30, 2023, there were no amounts due to directors and management related to remuneration and expense reimbursements, down from $0.3 million at December 31, 202262 14. Supplemental Disclosure with Respect to Cash Flows Significant non-cash investing and financing activities for the nine months ended September 30, 2023, included the issuance of Common Shares for loan conversions and royalty acquisitions, as well as reallocations from reserves for settled RSUs and exercised stock options - Issued 545,702 Common Shares, valued at $3.3 million, for the conversion of a portion of the Third Drawdown of the Amended Loan Facility63 - Issued 466,827 Common Shares, valued at $2.1 million, for the acquisition of the Lama royalties63 - Issued 939,355 Common Shares, valued at $4.2 million, for the acquisition of the Alamos royalty portfolio63 - Reallocated $1.3 million from reserves for 137,704 settled RSUs and $0.6 million from reserves for 478,375 exercised stock options63 15. Financial Instruments The Company classifies its financial instruments into amortized cost and fair value through profit or loss categories. Total financial assets increased to $8,774 thousand, while total financial liabilities decreased to $6,962 thousand as of September 30, 2023. The Company manages capital, credit, liquidity, and currency risks, with no significant changes in credit risk from the prior year | Category | September 30, 2023 (in thousands USD) | December 31, 2022 (in thousands USD) | | :-------------------------------- | :------------------------------------- | :------------------------------------ | | Total financial assets | $8,774 | $8,273 | | Amortized cost assets | $8,051 | $6,061 | | Fair value through profit or loss assets | $723 | $2,212 | | Total financial liabilities | $6,962 | $11,871 | | Amortized cost liabilities | $6,831 | $11,871 | | Fair value through profit or loss liabilities | $131 | $- | 15.a Fair Value Hierarchy Financial instruments are classified using a fair value hierarchy (Level 1, 2, or 3). Cash, accounts receivables, and trade payables are carried at amortized cost, approximating fair value. Marketable securities are Level 1. The derivative royalty asset and derivative loan liability are classified as Level 3 due to the use of unobservable inputs in their valuation models - Cash, accounts receivables, and trade and other payables are carried at amortized cost, approximating their fair value due to their short-term nature66 - Marketable securities are classified within Level 1 of the fair value hierarchy66 - The derivative royalty asset and derivative loan liability are classified within Level 3 of the fair value hierarchy, as their valuations use unobservable inputs (e.g., gold forward price curve, exchange rates, discount rates, Black-Scholes model inputs)6667 15.b Risk Management The Company manages capital risk to maximize shareholder returns and maintain financial flexibility, believing current capital resources are sufficient for the next twelve months. Credit risk is considered low, with no significant concentration. Liquidity is maintained through anticipated cash flows and cash holdings. Currency risk exists due to operations in multiple countries, but the Company does not hedge this exposure - The Company's capital management objective is to maximize shareholder returns and maintain financial flexibility, with current capital resources deemed sufficient for the next twelve months68 - Credit risk is not considered significant, with cash deposits primarily held with a Canadian chartered bank and no significant concentration of credit risk69 - The Company is exposed to currency risk from operations in Canada, Australia, Argentina, Mexico, and the United States, but does not hedge this exposure71 16. Commitments As of September 30, 2023, the Company had total contractual obligations of $9,731 thousand, including trade and other payables, loans payable principal and interest, and payments related to royalty and stream acquisitions, with a significant portion due in over 3 years | Category | Less than 1 year (in thousands USD) | 1 to 3 years (in thousands USD) | Over 3 years (in thousands USD) | Total (in thousands USD) | | :-------------------------------- | :---------------------------------- | :------------------------------ | :------------------------------ | :----------------------- | | Trade and other payables | $1,507 | $- | $- | $1,507 | | Loans payable principal and interest payments | $540 | $1,077 | $3,389 | $5,006 | | Payments related to acquisition of royalties and streams | $718 | $2,500 | $- | $3,218 | | Total commitments | $2,765 | $3,577 | $3,389 | $9,731 | - Additional commitments related to royalty and stream acquisitions may arise in the future, subject to certain triggers or milestone conditions not yet met as of September 30, 202373 17. Events After Reporting Date Subsequent to September 30, 2023, Metalla announced an arrangement to acquire Nova Royalty Corp. and a strategic partnership with Beedie. This partnership includes a C$15.0 million equity placement, an increase in the Amended Loan Facility to C$50.0 million, and refinancing of Nova's convertible loan - Metalla entered into an arrangement agreement to acquire all issued and outstanding shares of Nova Royalty Corp. (the "Nova Transaction"), with Nova shareholders receiving 0.36 of a Metalla Common Share per Nova common share74 - A strategic partnership with Beedie was announced, contingent on the Nova Transaction closing, which includes a C$15.0 million equity placement into Metalla at C$5.29 per share74 - The strategic partnership also involves amending the Amended Loan Facility from C$25.0 million to C$50.0 million, amending the conversion price of the C$4.2 million outstanding to C$6.00 per share, and refinancing Nova's convertible loan facility74
Metalla Royalty & Streaming .(MTA) - 2023 Q3 - Quarterly Report