Metalla Royalty & Streaming Ltd 6-K, filed May 14, 2021
Metalla Royalty & Streaming Ltd. (MTA)
About this 6-K
Metalla Royalty & Streaming Ltd filed this 6-K on May 14, 2021.
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
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For the month of: May, 2021 |
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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333-234659 AND 333-249938) AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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Exhibit |
Description |
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Management Discussion & Analysis for the three months ended March 31, 2021 |
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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.
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Date: May 14, 2021 |
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/s/ Kim Casswell |
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Kim Casswell |
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Corporate Secretary |
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - Expressed in United States Dollars)
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND
THREE MONTHS ENDED FEBRUARY 29, 2020
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METALLA ROYALTY & STREAMING LTD. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
| As at | |||||||
| March 31, | December 31, | ||||||
| Notes | 2021 | 2020 | |||||
| ASSETS | |||||||
| Current assets | |||||||
| Cash | $ | 4,132,746 | $ | 5,299,904 | |||
| Accounts receivable | 3 | 1,087,156 | 1,813,575 | ||||
| Current portion of derivative royalty asset | 5 | 2,259,044 | 2,416,461 | ||||
| Prepaid expenses and other | 590,048 | 783,848 | |||||
| Total current assets | 8,068,994 | 10,313,788 | |||||
| Non-current assets | |||||||
| Royalty, stream, and other interests | 4 | 81,164,935 | 63,732,457 | ||||
| Derivative royalty asset | 5 | 3,404,501 | 4,016,149 | ||||
| Investment in Silverback | 6 | 1,740,626 | 1,668,851 | ||||
| Total non-current assets | 86,310,062 | 69,417,457 | |||||
| TOTAL ASSETS | $ | 94,379,056 | $ | 79,731,245 | |||
| LIABILITIES AND EQUITY | |||||||
| LIABILITIES | |||||||
| Current liabilities | |||||||
| Trade and other payables | 7 | $ | 4,034,007 | $ | 1,772,304 | ||
| Total current liabilities | 4,034,007 | 1,772,304 | |||||
| Non-current liabilities | |||||||
| Loans payable | 8 | 3,176,663 | 3,062,706 | ||||
| Deferred income tax liabilities | 512,565 | 511,358 | |||||
| Total non-current liabilities | 3,689,228 | 3,574,064 | |||||
| Total liabilities | 7,723,235 | 5,346,368 | |||||
| EQUITY | |||||||
| Share capital | 11 | 116,070,618 | 98,130,183 | ||||
| Reserves | 7,941,863 | 11,233,630 | |||||
| Deficit | (37,356,660 | ) | (34,978,936 | ) | |||
| Total equity | 86,655,821 | 74,384,877 | |||||
| TOTAL LIABILITIES AND EQUITY | $ | 94,379,056 | $ | 79,731,245 | |||
Events after reporting date (Note 16)
These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 13, 2021.
Approved by the Board of Directors
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“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 |
| Three months ended | |||||||
| March 31, | February 29, | ||||||
| Notes | 2021 | 2020 | |||||
| (Restated - | |||||||
| Note 2(d)) | |||||||
| Revenue from royalty interests | 9 | $ | 674,585 | $ | 49,227 | ||
| Revenue from stream interest | 9 | - | 920,084 | ||||
| Total revenue | 674,585 | 969,311 | |||||
| Cost of sales, excluding depletion | - | (327,981 | ) | ||||
| Depletion on royalty and stream interests | 4 | (474,156 | ) | (217,292 | ) | ||
| Gross profit | 200,429 | 424,038 | |||||
| General and administrative expenses | (995,686 | ) | (727,115 | ) | |||
| Share-based payments | 11 | (993,721 | ) | (678,131 | ) | ||
| Loss from operations | (1,788,978 | ) | (981,208 | ) | |||
| Share of net income of Silverback | 6 | 71,775 | 30,406 | ||||
| Mark-to-market loss on derivative royalty asset | 5 | (247,757 | ) | - | |||
| Interest expense | 8 | (167,453 | ) | (197,605 | ) | ||
| Finance charges | 8 | (55,135 | ) | (23,895 | ) | ||
| Accretion and other expenses | (5,700 | ) | (1,333 | ) | |||
| Fair value adjustment on marketable securities | 548 | - | |||||
| Foreign exchange loss | (132,672 | ) | (19,713 | ) | |||
| Loss before income taxes | (2,325,372 | ) | (1,193,348 | ) | |||
| Current income tax expense | 10 | (17,891 | ) | (221,983 | ) | ||
| Deferred income tax expense | 10 | (34,461 | ) | (180,461 | ) | ||
| Net loss | $ | (2,377,724 | ) | $ | (1,595,792 | ) | |
| Earnings (loss) per share - basic and diluted | $ | (0.06 | ) | $ | (0.05 | ) | |
| Weighted average number of shares outstanding - basic and diluted | 40,709,081 | 34,033,219 | |||||
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 |
| Three months ended | |||||||
| March 31, | February 29, | ||||||
| 2021 | 2020 | ||||||
| (Restated - | |||||||
| Notes | Note 2(d)) | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net loss | $ | (2,377,724 | ) | $ | (1,595,792 | ) | |
| Items not affecting cash: | |||||||
| Share of net income of Silverback | 6 | (71,775 | ) | (30,406 | ) | ||
| Mark-to-market loss on derivative royalty asset | 5 | 247,757 | - | ||||
| Depletion and amortization | 474,156 | 221,568 | |||||
| Interest and accretion expense | 167,453 | 197,605 | |||||
| Finance charges | 55,135 | 23,895 | |||||
| Share-based payments | 993,721 | 678,131 | |||||
| Deferred income tax expense | 34,461 | 180,461 | |||||
| Fair value adjustment on marketable securities | (548 | ) | - | ||||
| Unrealized foreign exchange effect | 49,486 | 7,614 | |||||
| (427,878 | ) | (316,924 | ) | ||||
| Changes in non-cash working capital items: | |||||||
| Accounts receivable | 1,247,727 | (212,718 | ) | ||||
| Prepaid expenses and other | 194,348 | - | |||||
| Trade and other payables | (954,895 | ) | 279,519 | ||||
| Net cash provided by (used in) operating activities | 59,302 | (250,123 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Acquisitions of royalty and stream interests | 4 | (14,710,947 | ) | (790,061 | ) | ||
| Net cash used in investing activities | (14,710,947 | ) | (790,061 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Proceeds from exercise of stock options | 88,684 | 301,495 | |||||
| Proceeds from exercise of share purchase warrants | - | 1,165,000 | |||||
| Proceeds from ATM, net of share issue costs | 9,514,838 | - | |||||
| Dividend paid | - | (312,393 | ) | ||||
| Proceeds from convertible loans facility | 8 | 4,011,231 | - | ||||
| Interest paid | 8 | (85,380 | ) | (107,345 | ) | ||
| Finance charges paid | 8 | (55,135 | ) | (23,895 | ) | ||
| Net cash provided by financing activities | 13,474,238 | 1,022,862 | |||||
| Effect of exchange rate changes on cash | 10,249 | - | |||||
| Changes in cash during period | (1,167,158 | ) | (17,322 | ) | |||
| Cash, beginning of period | 5,299,904 | 5,629,471 | |||||
| Cash, end of period | $ | 4,132,746 | $ | 5,612,149 | |||
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 |
| Number of | Share | 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 | |||||
| Exercise of stock options | 158,624 | 478,075 | (176,580 | ) | - | 301,495 | |||||||||
| Exercise of share purchase and finder's warrants | 399,015 | 1,320,162 | (155,163 | ) | - | 1,164,999 | |||||||||
| Share-based payments - stock options | - | - | 309,329 | - | 309,329 | ||||||||||
| Share-based payments - restricted share units | 81,000 | 484,965 | (116,163 | ) | - | 368,802 | |||||||||
| Elimination of historic foreign currency adjustments | - | - | - | 37,933 | 37,933 | ||||||||||
| Dividend paid | - | - | - | (312,393 | ) | (312,393 | ) | ||||||||
| Loss for the period | - | - | - | (1,595,792 | ) | (1,595,792 | ) | ||||||||
| Balance as at February 29, 2020 (1 ) | 34,413,835 | 67,543,279 | 6,666,111 | (27,604,577 | ) | 46,604,813 |
(1) Restated – Note 2(d).
| Number of | Share | 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 | 1,031,493 | 9,514,838 | - | - | 9,514,838 | ||||||||||
| 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 | 55,416 | 173,087 | (84,403 | ) | - | 88,684 | |||||||||
| Share-based payments - stock options | - | - | 663,642 | - | 663,642 | ||||||||||
| Share-based payments - restricted share units | - | - | 330,079 | - | 330,079 | ||||||||||
| Loss for the period | - | - | - | (2,377,724 | ) | (2,377,724 | ) | ||||||||
| Balance as at March 31, 2021 | 41,732,881 | $ | 116,070,618 | $ | 7,941,863 | $ | (37,356,660 | ) | $ | 86,655,821 |
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 MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 $37,356,660 as at March 31, 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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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 | ||||||
| March 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Royalty, derivative royalty, and stream receivables | $ | 838,048 | $ | 1,547,895 | ||
| GST and other recoverable taxes | 249,108 | 229,075 | ||||
| Other receivables | - | 36,605 | ||||
| Total accounts receivable | $ | 1,087,156 | $ | 1,813,575 | ||
As at March 31, 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 March 31, 2021 and December 31, 2020, was $Nil.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
4. ROYALTY, STREAM, AND OTHER INTERESTS
| Producing | Development | Exploration | ||||||||||
| 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 | ||||||||
| Depletion | (474,156 | ) | - | - | (474,156 | ) | ||||||
| Other | - | (57,468 | ) | 36,558 | (20,910 | ) | ||||||
| As at March 31, 2021 | $ | 12,777,456 | $ | 63,088,488 | $ | 5,298,991 | $ | 81,164,935 | ||||
| Historical cost | $ | 19,461,344 | $ | 63,118,488 | $ | 5,309,088 | $ | 87,888,920 | ||||
| Accumulated depletion | $ | (6,683,888 | ) | $ | (30,000 | ) | $ | (10,097 | ) | $ | (6,723,985 | ) |
(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 three months ended March 31, 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 is payable 60 days after closing (this amount was paid subsequent to March 31, 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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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 March 31, 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.
(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 US$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.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
4. ROYALTY, STREAM, AND OTHER INTERESTS (cont’d…)
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 the La Fortuna project (“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. The total consideration for the acquisitions is as follows:
| Consideration paid | |||
| Cash paid | $ | 1,000,000 | |
| Common shares committed | 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.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
4. ROYALTY, STREAM, AND OTHER INTERESTS (cont’d…)
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.
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 March 31, 2021, the key inputs used in the Company’s valuation model for the Higginsville PPR derivate asset were:
• 27,390 ounces of gold remaining to be delivered (December 31, 2020 – 29,890);
• Gold price estimates ranging from $1,599/oz to $1,911/oz (December 31, 2020 - $1,773/oz to $1,936/oz); and
• U.S. Dollar to Australian Dollar exchange rate estimates ranging from A$1.30 to A$1.32 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 March 31, 2021 of $5,663,545 (December 31, 2020 - $6,432,610) and recorded a mark-to-market loss on the Higginsville derivate asset of $247,757 (three months ended February 29, 2020 - $Nil).
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MACH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
5. DERIVATIVE ROYALTY ASSET (cont’d…)
The changes in the derivative royalty asset for the three months ended March 31, 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 | (521,308 | ) | |
| Mark-to-market loss on derivative royalty asset | (247,757 | ) | |
| As at March 31, 2021 | $ | 5,663,545 | |
| Current portion | $ | 2,259,044 | |
| Long-term portion | $ | 3,404,501 |
6. INVESTMENT IN SILVERBACK
| As at | ||||||
| March 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Opening balance | $ | 1,668,851 | $ | 1,516,672 | ||
| Income in Silverback for the period | 71,775 | 152,179 | ||||
| Ending balance | $ | 1,740,626 | $ | 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 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 three months ended March 31, 2021 and February 29, 2020 of Silverback is as follows:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Current assets | $ | 2,540,471 | $ | 1,850,682 | ||
| Non-current assets | 392,866 | 2,521,951 | ||||
| Total assets | 2,933,337 | 4,372,633 | ||||
| Total liabilities | (17,500 | ) | (224,068 | ) | ||
| Revenue from stream interest | 562,862 | 478,927 | ||||
| Depletion | (65,952 | ) | (259,204 | ) | ||
| Net income and comprehensive income for the period | $ | 476,910 | $ | 202,704 | ||
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
7. TRADE AND OTHER PAYABLES
| As at | ||||||
| March 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Trade payables and accrued liabilities | $ | 898,269 | $ | 1,400,319 | ||
| Payables on acquisitions | 3,000,000 | 250,000 | ||||
| Taxes payable | 135,738 | 121,985 | ||||
| Total trade and other payables | $ | 4,034,007 | $ | 1,772,304 | ||
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 | 167,453 | ||
| Interest payments | (85,380 | ) | |
| Foreign exchange adjustments | 38,824 | ||
| As at March 31, 2021 | $ | 3,176,663 | |
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%.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 March 31, 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 months ended March 31, 2021, the Company recognized finance charges of $55,135 (three months ended February 29, 2020 - $23,895) 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.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
9. REVENUE
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Royalty revenue | ||||||
| Wharf | $ | 413,787 | $ | - | ||
| COSE | 157,446 | 46,441 | ||||
| Joaquin | 103,352 | 2,786 | ||||
| Total royalty revenue | 674,585 | 49,227 | ||||
| Stream revenue - Endeavor | - | 920,084 | ||||
| Total revenue | $ | 674,585 | $ | 969,311 | ||
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 | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Loss before income taxes | $ | (2,325,372 | ) | $ | (1,193,348 | ) |
| Canadian federal and provincial income tax rates | 27.00% | 27.00% | ||||
| Expected income tax recovery at statutory income tax rate | (627,850 | ) | (322,204 | ) | ||
| Difference between Canadian and foreign tax rates | (52,732 | ) | (5,842 | ) | ||
| Permanent differences | 270,529 | 189,372 | ||||
| Changes in unrecognized deferred tax assets | 353,445 | 575,115 | ||||
| Other adjustments | 108,960 | (33,997 | ) | |||
| Total income tax expense | $ | 52,352 | $ | 402,444 | ||
| Current income tax expense | $ | 17,891 | $ | 221,983 | ||
| Deferred income tax expense | $ | 34,461 | $ | 180,461 | ||
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
11. SHARE CAPITAL
Authorized share capital consists of an unlimited number of common shares without par value.
(a) Issued Share Capital
As at March 31, 2021, the Company had 41,732,881 common shares issued and outstanding (December 31, 2020 - 39,739,047).
During the three months ended March 31, 2021, the Company:
• Issued 1,031,493 common shares in the ATM at an average price of $9.69 per share for gross proceeds of $10.0 million, with aggregate commissions paid or payable to the agents and other share issue costs of $0.5 million, resulting in aggregate net proceeds of $9.5 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 55,416 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 $2.9 million;
• issued 2,195,262 common shares for the acquisition of royalty and other interests;
• issued 1,258,992 common shares related to the partial conversion of the First Drawdown from the Loan Facility;
• issued 724,170 common shares related to the exercise of share purchase warrants; and
• issued 163,875 common shares related to the vesting of RSUs, and the exercise of stock options.
(b) Stock Options
The Company has adopted a stock option plan approved by the Company’s shareholders. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for RSUs. The vesting terms, if any, are determined by the Company’s Board of Directors at the time of the grant.
The continuity of stock options for the three months ended March 31, 2021 was as follows:
| Weighted | ||||||
| average | ||||||
| exercise price | Number | |||||
| (C$) | 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 | |||
| Exercised | 2.03 | (55,416 | ) | |||
| As at March 31, 2021 | $ | 5.52 | 2,478,854 | |||
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
11. SHARE CAPITAL (cont’d…)
As at March 31, 2021, the weighted average remaining life of the stock options outstanding was 2.81 years (December 31, 2020 - 3.01 years). The Company’s outstanding and exercisable stock options as at March 31, 2021 and their expiry dates are as follows:
| Exercise | |||||||||
| price | Number | Number | |||||||
| Expiry date | (C$) | outstanding | exercisable | ||||||
| November 30, 2021 | $ | 1.32 | 116,666 | 116,666 | |||||
| March 6, 2022 | 2.32 | 93,750 | 93,750 | ||||||
| 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 | - | ||||||
| 2,478,854 | 1,758,854 |
(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 three months ended March 31, 2021 was as follows:
| Number | |||
| outstanding | |||
| As at May 31, 2020 | 81,000 | ||
| Granted | 205,000 | ||
| Vested | (75,000 | ) | |
| As at December 31, 2020 and March 31, 2021 | 211,000 |
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 three months ended March 31, 2021, the Company did not grant any stock options. During the seven months ended December 31, 2020, the Company granted 420,000 stock options with a weighted-average exercise price of C$12.85 and a fair value of $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: (i) risk free interest rate of 0.40%; (ii) expected dividend yield of 0%; (iii) expected stock price volatility of 58%; (iv) expected life of 5 years; and (v) forfeiture rate of 0%.
For the three months ended March 31, 2021, in accordance with the vesting terms of the stock options granted, the Company recorded a charge to share-based payments expense of $663,642 (three months ended February 29, 2020 - $309,329) with an offsetting credit to reserves.
For the three months ended March 31, 2021, in accordance with the vesting terms of the RSUs granted, the Company recorded a charge to share-based payments expense of $330,079 (three months ended February 29, 2020 - $368,802) with offsetting credits of $Nil and $330,079 (three months ended February 29, 2020 - $484,965 and -$116,163) to share capital and reserves, respectively.
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 | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Salaries and fees | $ | 219,547 | $ | 129,895 | ||
| Share-based payments | 765,397 | 590,207 | ||||
| $ | 984,944 | $ | 720,102 | |||
As at March 31, 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 March 31, 2021, the Company had $Nil (December 31, 2020 - $36,605) due from directors and management related to the payment of withholding amounts. As at March 31, 2021, the Company had $Nil (December 31, 2020 - $2,274) due to Nova Royalty Corp., which is related to the Company by virtue of having two common directors on the respective boards of directors.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
13. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
Significant Non-Cash Investing and Financing Activities
During the three months ended March 31, 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 $84,403 from reserves for 55,416 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 | ||||||
| March 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Financial assets | ||||||
| Amortized cost: | ||||||
| Cash | $ | 4,132,746 | $ | 5,299,904 | ||
| Royalty, derivative royalty, and stream receivables | 838,048 | 1,547,895 | ||||
| Other receivables | 249,108 | 265,680 | ||||
| Fair value through profit or loss: | ||||||
| Derivative royalty asset | 5,663,545 | 6,432,610 | ||||
| Marketable securities | 44,533 | 43,984 | ||||
| Total financial assets | $ | 10,927,980 | $ | 13,590,073 | ||
| Financial liabilities | ||||||
| Amortized cost: | ||||||
| Trade and other payables | $ | 4,034,007 | $ | 1,772,304 | ||
| Loans payable | 3,176,663 | 3,062,706 | ||||
| Total financial liabilities | $ | 7,210,670 | $ | 4,835,010 | ||
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
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 March 31, 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.
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.
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METALLA ROYALTY & STREAMING LTD. NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND THE THREE MONTHS ENDED FEBRUARY 29, 2020 |
14. FINANCIAL INSTRUMENTS (cont’d…)
Currency risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company primarily operates in Canada, Australia, Argentina, Mexico, and the United States and incurs expenditures in currencies other than United States dollars. Thereby, the Company is exposed to foreign exchange risk arising from currency exposure. The Company has not hedged its exposure to currency fluctuations. Based on the above net exposure, as at March 31, 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 $29,963.
15. COMMITMENTS
As at March 31, 2021, the Company had the following contractual obligations:
| Less than | 1 to | Over | ||||||||||
| 1 year | 3 years | 4 years | Total | |||||||||
| Trade and other payables | $ | 1,034,007 | $ | - | $ | - | $ | 1,034,007 | ||||
| Loans payable principal and interest payments | 374,464 | 4,624,305 | - | 4,998,769 | ||||||||
| Payments related to acquisition of royalties and streams | 3,000,000 | - | - | 3,000,000 | ||||||||
| Total commitments | $ | 4,408,471 | $ | 4,624,305 | $ | - | $ | 9,032,776 |
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 March 31, 2021.
16. EVENTS AFTER REPORTING DATE
Subsequent to March 31, 2021, the Company had the following transactions:
• La Fortuna Acquisition – acquired 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.
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 March 31, 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 January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. Date: May 14, 2021
"Brett Heath"
Brett Heath
President and Chief Executive Officer
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Saurabh Handa, Chief Financial 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 March 31, 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 January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: May 14, 2021
"Saurabh Handa"
Saurabh Handa
Chief Financial Officer
MANAGEMENT’S DISCUSSION & ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2021
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 May 13, 2021, should be read in conjunction with the Company’s condensed interim consolidated financial statements for the three months ended March 31, 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 Royalties (“NSRs”), Gross Value Return Royalties (“GVRs”), Net Profit Interests (“NPIs”), Gross Proceeds Royalties (“GPRs”), Gross Overriding Return Royalties (“GORs”), 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 three months ended March 31, 2021, and subsequent period the Company:
- increased the number of royalties and streams held to a total of 68 precious metal assets through the following notable transactions:
- subsequent to March 31, 2021, 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, 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;
- acquired an existing 0.5% NSR royalty on Barrick Gold Corp.’s (“Barrick”) Del Carmen project, which is part of the 9Moz 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;
- acquired an existing 0.75% GVR royalty on Eldorado Gold Corp.’s 2Moz 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, of which $6.0 million was paid by Metalla on closing and the remaining $3.0 million was paid subsequent to March 31, 2021;
- acquired an existing 1.0%-2.0% NSR royalty on OZ Minerals 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; and
- acquired 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 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
- from inception to March 31, 2021, the Company had distributed 1,314,193 common shares under the ATM Program (as defined below) at an average price of $9.88 per share for gross proceeds of $13.0 million. As at the date of this MD&A, the Company had distributed a total of 1,809,300 common shares under the ATM program for gross proceeds of $17.4 million;
- received or accrued payments on 731 (three months ended February 29, 2020 – 698) attributable gold equivalent ounces at an average realized price of $1,751 (three months ended February 29, 2020 - $1,603) and average cash cost of $12 (three months ended February 29, 2020 - $546) per attributable gold equivalent oz. (see non-IFRS Financial Measures);
- generated operating cash margin of $1,739 (three months ended February 29, 2020 - $1,057) per attributable gold equivalent ounce 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);
- recognized revenue from royalty and stream interests, including fixed royalty payments, of $0.7 million (three months ended February 29, 2020 - $1.0 million), net loss of $2.4 million (three months ended February 29, 2020 - $1.6 million), and adjusted EBITDA of negative $0.5 million (three months ended February 29, 2020 - negative $0.1 million) (see non-IFRS Financial Measures);
- recognized payments due (not included in revenue) from the Higginsville derivative royalty asset of $0.5 million (three months ended February 29, 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
PORTFOLIO OF ROYALTIES AND STREAMS
As at March 31, 2021, and as at the date of this MD&A, the Company owned 68 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- two 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; g/t: grams per tonne; oz: ounces; Koz: kilo ounces; Moz: million ounces; KTPA: kilotonnes 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 March 31, 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 |
|
COSE |
|
Pan American |
|
Santa Cruz, Argentina |
|
Au, Ag |
|
1.5% NSR |
|
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 |
|
NSW, Australia |
|
Zn, Pb, Ag |
|
100% Ag Stream |
(1) The Endeavor mine is currently on care and maintenance and is undergoing an exploration program by new owner Sandfire Resources 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 March 31, 2021 and subsequent period to certain of our production stage assets and is based on information publicly filed by the applicable project owner:
Wharf Royalty
On April 28, 2021, Coeur Mining Inc. (“Coeur”) reported in a Form 8-K news release, that Wharf produced 19,035 ounces of gold at 0.93 g/t during the first 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 RC drilling completed 11,775 metres of drilling. Upon completion of infill drilling at Portland Ridge, Coeur plans to shift its focus to the Flossie area, west of Portland Ridge, 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.
Higginsville Royalty
On April 15, 2021, Karora Resources Inc. announced first quarter production from its Higginsville and Beta Hunt mines of 24,594 ounces of gold, in line with 2021 production guidance of 105-115Koz for 2021.
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 March 31, 2021, 6.6 Koz had been delivered.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
New Luika Silver Stream
On April 21, 2021, Shanta Gold Limited (“Shanta”) announced first quarter production of 14,641 ounces of gold, with the ongoing ramp-up of the new third mill at New Luika aiding in the increased throughput for the quarter. 2021 production guidance has been set at approximately 80 Koz of gold. In addition, drilling at the Luika deposit added 76,461 ounces of new indicated resources grading 7.97 g/t, net of depletion. Significant drill results at the Luika deposit include 11.27 g/t gold over 9.29 metres. Further drilling is planned at Luika and Porcupine South for the second quarter to target conversion of inferred resources into measured and indicated resources. On April 19, 2021, Shanta reported an updated indicated resource of 355 Koz at 3.56 g/t gold and an inferred resource of 70 Koz at 3.05 g/t gold at the Luika deposits.
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 April 28, 2021, Sandfire Resources Limited (“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. On February 25, 2021, Sandfire reported diamond drilling was conducted during Q4 2020 to provide DHEM survey platforms targeting potential extensions to the Endeavor mine’s mineralization.
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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Development Stage Assets
As at March 31, 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 |
|
Big Springs |
|
Anova Metals |
|
Nevada, USA |
|
Au |
|
2.0% NSR(2) |
|
CentroGold |
|
Oz Minerals |
|
Maranhao, Brazil |
|
Au |
|
1.0%-2.0% NSR(3) |
|
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 |
|
1.0% NSR |
|
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 500Koz, 2.0% NSR on next 1Moz, and 1.0% NSR thereafter in perpetuity
Below are updates during the three months ended March 31, 2021 and subsequent period to certain of our development stage assets and is based on information publicly filed by the applicable project owner:
Santa Gertrudis
On April 29, 2021, Agnico announced drilling in the first quarter totaled 22 holes (8,970 metres) focused on advancing Amelia, Espiritu Santo, Santa Teresa and other zones, drill results are expected to be released in the second quarter of 2021. In the second quarter of 2021, additional drilling and metallurgical testing are planned to continue expanding the mineral resources, to generate and test new targets and to advance the oxide heap-leach project concept.
Metalla holds a 2.0% NSR on Santa Gertrudis subject to Agnico’s right to buy back 1% for $7.5 million.
Del Carmen
On May 5, 2021, Barrick announced it had initiated a five rig 8,000 metre drill campaign at Del Carmen-Alturas to test high- grade mineralization controls defined under a structural framework study in 2020. Drilling at Rojo Grande on the Del Carmen property was completed, and assays are pending, however the lithology-alteration assemblages observed in the drill core validated the existing geological model. Partial results from drilling at Del Carmen include 1.05 g/t gold over 45.5 metres and 0.86 g/t gold over 19.7 metres. Additional assays are expected to be released by Barrick in Q2 2021.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
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.
Wasamac
On April 28, 2021, Yamana Gold Inc. (“Yamana”) provided an update on the Wasamac property and Camflo property through their first quarter results. Yamana commenced an exploration and infill drilling campaign to refine and expand upon the potential of Wasamac and its development alternatives. Following an in-depth review of the Wasamac feasibility study, Yamana identified opportunities to optimize the processing plant design and materials handling system to sustain a throughput rate of 7,000 tpd, an increase from the 6,000 tpd throughput stipulated in the 2018 feasibility study. Opportunities to increase metallurgical recoveries at Wasamac will be assessed through metallurgical drilling and test work. Yamana expects to release an updated feasibility study in the third quarter of 2021.
Metalla holds a 1.5% NSR on the Wasamac project subject to a buy back of 0.5% for C$7.5 million.
Beaufor Mine
On April 29, 2021, Monarch Mining Corporation (“Monarch”) announced additional drill results from its exploration program at Beaufor with several significant intercepts including 187 g/t gold over 0.5 metres, 151.5 g/t gold over 0.5 metres and 147.5 g/t gold over 0.3 metres. Monarch continues to test for potential resources in proximity to the historical mine. On January 28, 2021, Monarch announced an updated resource estimate for the Beaufor mine. Monarch Mining will continue its exploration plan to grow the mineral resource with the ultimate plan to restart gold production within 8 to 14 months.
Metalla holds a 1.0% NSR 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.
CentroGold
On April 22, 2021, Oz Minerals Limited (“Oz”) announced that field work for the relocation plan study resumed with final reports to be submitted to INCRA for approval in order to lift the injunction on the property. Work continues on environmental reports, updating the pre-feasibility study and progressing preparation for the village relocation.
Metalla holds a 1.0-2.0% NSR royalty on the CentroGold project.
Big Springs
On April 28, 2021, Anova Metals Limited (“Anova”) outlined drill permitting applications for the 2021 field program commenced with the goal of aggressively testing extensions to existing resources as well as drilling of high-potential, high-priority new exploration targets. On January 18, 2021 and January 25, 2021, Anova announced high grade drill results at the Big Springs project confirming and extending mineral resources. Significant intercepts include 3.96 g/t over 10.85 metres, 15.23 g/t over 5.49 metres, and 3.98 g/t gold over 4.54 metres. 2021 exploration is expected to continue to aggressively focus on extensions to high grade mineralization at Big Springs.
Metalla holds a 2.0% NSR royalty on the Big Springs project.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Exploration Stage Assets
As at March 31, 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 |
|
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
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Below are updates during the three months ended March 31, 2021 and subsequent period to certain of our exploration assets and is based on information publicly filed by the applicable project owner:
Green Springs
Upon commencement of the 2021 drill program, Contact Gold Corp. (“Contact”) announced several drill highlights from drilling at the Green Springs project in 2020. In a news release dated March 24, 2021, drilling in the southern end of the mine trend returned 1.53 g/t oxide gold over 19.6 metres infilling a 100-metre gap in the southern extend of mineralization on the mine trend. In a news release dated April 14, 2021, Contact released a drill highlight from the Alpha zone in the northern end of the mine trend, intersection 1.4 g/t gold over 42.6 metres. 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.
Metalla holds a 2.0% NSR Royalty on Green Springs.
Camflo
On April 28, 2021, Yamana provided an update on the Camflo property which is located adjacent to and north of the Canadian Malartic mine, Rand property and the recent Odyssey underground discovery. Given its close proximity to the Malartic Mine, it is being considered for inclusion in the Canadian Malartic General Partnership exploration program. A recent high resolution airborne magnetic survey of the Camflo property has identified three high priority drill targets with magnetic signatures similar to the historical Camflo mine. Data compilation also defined the presence of a porphyritic stock similar to that which hosted 90% of the historic 1.65Moz produced at the Camflo mine, located 800 metres to the east of the mine as an additional priority exploration target.
Metalla holds a 1.0% NSR Royalty on Camflo.
Red Hill
On April 27, 2021 NuLegacy Gold Corporation (“NuLegacy”) reported the presence of geochemical trends outlining a large mineralized system within the Rift Anticline target. Drilling has commenced for the 2021 spring-summer exploration program which will further explore the significant mineralization from the February 18, 2021, press release where NuLegacy announced they intersected significant gold mineralization at the Rift Anticline prospect. Significant intercepts included 1.6 g/t gold over 16.8 metres and 1.1 g/t gold over 13.9 metres. NuLegacy began drilling the remaining 12 or 13 holes at the Rift Anticline in March 2021.
Metalla holds a 1.5% GOR royalty on the Red Hill project.
Aureus East
On April 12, 2021, Aurelius Minerals Inc. (“Aurelius”) reported assay results from underground drilling at Aureus East of 17.4 g/t gold over 3 metres, 5.32 g/t gold over 14.2 metres and 15.1 g/t over 2.7 metres. On April 6, 2021, Aurelius reported high grade results of 132.4 g/t gold over 2 metres, 21 g/t gold over 0.5 metres and 2.91 g/t over 32 metres. Over the reminder of 2021, Aurelius expects to continue to drill its 10,000 metres drill program at the Aureus East project.
Metalla holds a 1.0% NSR royalty on the Aureus East project.
Fortuity 89
On April 12, 2021, Newcrest Mining Ltd. (“Newcrest”) provided details of its planned program for Fortuity 89 which include a geophysical program, ground gravity surveys and AMT resistivity surveys. The surveys will be undertaken along with a soil geochemical program intended to identify drill targets for testing this calendar year. On March 9, 2021, Discovery Harbour Resources Corp. announced it had entered an option and earn-in agreement with Newcrest on the Fortuity 89 property which is located four kilometres west of the Caldera property near Tonopah, Nevada. The option and earn-in agreement provide for
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Newcrest to earn up to 75% of the project for total expenditures of $31.5 million and the completion of a positive preliminary economic assessment.
Metalla holds a 2.0% NSR royalty on the Fortuity 89 project.
Tower Stock
In a press release dated April 20, 2021, White Metal Resources Corp. announced the discovery of a new gold zone yielding 1.7 g/t gold over 82.5 metres in a new gold discovery named the Ellen Zone. The area of the new discovery has seen no historical drilling and is open in all directions.
Metalla holds a 2.0% NSR Royalty on the Tower Stock project.
Mirado
On April 21, 2021, Orefinders Resources Inc. announced a strategic partnership with Kirkland Lake Gold (“Kirkland Lake”) whereby Kirkland Lake will be granted the option to acquire up to a 75% interest in the Mirado, McGarry and Knight projects through incurring a total of C$60M in expenditures on the projects.
Metalla holds a 1.0% NSR Royalty capped at C$1.0 million and the right to buy an additional uncapped 1.0% NSR royalty for C$2.0 million on the Mirado mine.
Goodfish-Kirana
On April 14, 2021, Warrior Gold Inc. announced significant gold intercepts and the extension of the strike length in the A zone at Goodfish Kirana. Significant intercepts include 3.74 g/t gold over 6.8 metres and 3.85 g/t gold over 3.8 metres with an extension to the A zone structure to 650 metres length. A zone remains open at depth.
Metalla holds a 1.0% NSR royalty on the Goodfish-Kirana project.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Production and Sales from Royalties and Streams
The following table summarizes the attributable gold equivalent ounces sold by the Company’s royalty partners, including any amounts related to derivative royalty assets, for the three months ended March 31, 2021 and February 29, 2020:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Attributable gold equivalent ounces(1) during the period from: | ||||||
| Wharf | 247 | - | ||||
| NLGM(2) | 47 | 69 | ||||
| Higginsville(3) | 291 | - | ||||
| COSE | 88 | 32 | ||||
| Joaquin | 58 | 2 | ||||
| Endeavor Silver Stream | - | 595 | ||||
| Total attributable gold equivalent ounces(1) | 731 | 698 | ||||
(1) For the methodology used to calculate attributable gold equivalent ounces 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 months ended March 31, 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:
|
|
|
|
Comparative |
|
Comparative |
|
Comparative |
|
|
Comparative |
|
Annual Financial |
|
Interim Periods |
|
Interim Periods |
|
|
Annual Financial |
|
Statements to |
Interim Periods |
to Interim |
Interim Periods |
to Interim |
|
|
Statements to |
New Financial |
New Financial |
for Transition |
Periods in |
for New |
Periods in New |
|
Transition Year |
Transition Year |
Year |
Year |
Year |
Transition Year |
Financial Year |
Financial Year |
|
7 months ended |
12 months ended |
December 31, 2021 |
7 months ended |
3 months ended |
3 months ended |
3 months ended |
3 months ended |
|
December 31, 2020 |
May 31, 2020 |
|
December 31, 2020 |
August 31, 2020 |
August 31, 2019 |
March 31, 2021 |
February 29, 2020 |
|
|
|
|
and |
|
|
|
|
|
|
|
|
12 months ended |
|
|
6 months ended |
6 months ended |
|
|
|
|
May 31, 2020 |
|
|
June 30, 2021 |
May 31, 2020 |
|
|
|
|
|
|
|
9 months ended |
9 months ended |
|
|
|
|
|
|
|
September 30, |
August 31, 2020 |
|
|
|
|
|
|
|
2021 |
|
For additional information please see the Notice filed by the Company on October 9, 2020 which is available on SEDAR at www.sedar.com.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 gold equivalent ounces(1). Similar to 2020, the Company expects attributable gold equivalent ounces to be weighted towards the second half of the year.
(1) For the methodology used to calculated attributable gold equivalent ounces 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 March 31, 2021:
| Three months | Four months | |||||||||||
| ended | ended | Three months ended | ||||||||||
| March 31, | December 31, | August 31, | May 31, | |||||||||
| 2021 | 2020 | 2020 | 2020 | |||||||||
| Revenue from royalty and stream interests | $ | 674,585 | $ | 962,783 | $ | 346,869 | $ | 37,607 | ||||
| Net loss | 2,377,724 | 3,289,068 | 1,456,741 | 1,662,446 | ||||||||
| Dividends declared and paid | - | - | - | 316,730 | ||||||||
| Loss per share - basic and diluted | 0.06 | 0.08 | 0.04 | 0.05 | ||||||||
| Weighted average shares outstanding – basic | 40,709,081 | 38,975,824 | 36,214,370 | 34,496,399 | ||||||||
| Three months ended | ||||||||||||
| February 29, | November 30, | August 31, | May 31, | |||||||||
| 2020 | 2019 | 2019 | 2019 | |||||||||
| Revenue from royalty and stream interests | $ | 969,311 | $ | 1,638,997 | $ | 122,909 | $ | 680,274 | ||||
| Net loss | 1,595,792 | 808,572 | 355,717 | 911,214 | ||||||||
| Dividends declared and paid | 312,393 | 309,727 | 306,007 | 433,677 | ||||||||
| Loss per share - basic and diluted | 0.05 | 0.02 | 0.01 | 0.03 | ||||||||
| Weighted average shares outstanding – basic | 34,033,219 | 33,699,105 | 33,322,502 | 31,856,771 | ||||||||
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 March 31, 2021, revenue decreased compared to the previous quarter primarily due to the current 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.
- 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
RESULTS OF OPERATIONS
Three Months Ended March 31, 2021
The Company’s net loss totaled $2.4 million for the three months ended March 31, 2021 compared with a net loss of $1.6 million for the three months ended February 29, 2020.
Significant items impacting the change in net loss included the following:
- a decrease in revenue from royalties and streams from $1.0 million for the three months ended February 29, 2020 to $0.7 million for the three months ended March 31, 2021, driven by the increased revenue from the Wharf royalty 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 general and administrative expenses from $0.7 million for the three months ended February 29, 2020 to $1.0 million for the three months ended March 31, 2021, driven primarily by an increase in the number of personnel employed by the Company, and increased transaction activity as the Company continues to expand its portfolio of royalties and streams; and
- an increase in share-based payments from $0.7 million for the three months ended February 29, 2020 to $1.0 million for the three months ended March 31, 2021, driven primarily by an increase in the calculated values for share-based payments tied to an increase in the Company’s share price.
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 March 31, 2021 was $4.1 million (December 31, 2020 - $5.3 million) and its working capital was $4.0 million (December 31, 2020 - $8.5 million). The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company 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 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 three months ended March 31, 2021, cash decreased by $1.2 million. The decrease was due to net cash used in investing activities of $14.7 million, partially offset by cash provided by financing activities and operating activities of $13.5 million and $0.1 million, respectively. Exchange rate changes had a minimal impact on cash of less than $0.1 million.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
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.
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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
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 March 31, 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 March 31, 2021, the Company recognized finance charges of less than $0.1 million (three months ended February 29, 2020 - $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 three months ended March 31, 2021, cash generated from operating activities was $0.1 million and was primarily the result of a net loss of $2.4 million, partially offset by $1.9 million for items not affecting cash, and by a $0.5 million increase in non-cash working capital items. During the three months ended February 29, 2020, net cash used in operating activities was $0.3 million and was primarily as a result of a net loss of $1.6 million, offset by $1.2 million for items not affecting cash, and by a $0.1 million increase in non-cash working capital items.
Cash Flows from Investing Activities
During the three months ended March 31, 2021, cash used in the Company’s investing activities was $14.7 million and was primarily related to the acquisition of royalties and streams. During the three months ended February 29, 2020, cash used in the Company’s investing activities was $0.8 million and was primarily related to the acquisition of royalties and streams.
Cash Flows from Financing Activities
During the three months ended March 31, 2021, cash provided by the Company’s financing activities was $13.5 million, which was primarily comprised of the drawdown of $4.0 million from the Amended Loan Facility, $0.1 million from the exercise of stock options, $9.5 million in proceeds from the ATM, partially offset by $0.1 million of finance charges and interest payments. During the three months ended February 29, 2020, cash provided by the Company’s financing activities was $1.0 million, which was primarily comprised of $1.5 million from the exercise of share purchase warrants and stock options, partially offset by $0.3 million of dividend payments, and $0.1 million of finance charges and interest payments.
At-The-Market Equity Program
In September 2020, the Company announced that it had entered into an equity distribution agreement (the “Distribution Agreement”) with a syndicate of agents (collectively, the “Agents”) to establish an At-The-Market equity program (the “ATM Program”). Under the ATM Program, the Company may distribute up to $20.0 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 ATM Program will be used to finance the future purchase of royalties and streams and for general working capital purposes. The 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 ATM Program reaches the aggregate amount of $20.0 million (or the equivalent in Canadian Dollars); or (b) June 1, 2022. For additional details about the ATM Program please see the press release by the Company dated September 4, 2020 and available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
From inception of the ATM Program to March 31, 2021, the Company had distributed 1,314,193 common shares under the ATM Program at an average price of $9.88 per share for gross proceeds of $13.0 million, with aggregate commissions paid or payable to the Agents and other share issue costs of $0.6 million, resulting in aggregate net proceeds of $12.4 million. As at the date of this MD&A, the Company had distributed a total of 1,809,300 common shares under the ATM program for gross proceeds of $17.4 million. As discussed below under “Events After the Reporting Date”, the Company anticipates terminating the ATM Program and entering into a new 2021 ATM Program (as defined below).
Outstanding Share Data
As at the date of this MD&A the Company had the following:
- 42,302,988 common shares issued and outstanding;
- 2,903,854 stock options outstanding with a weighted average exercise price of C$6.70; 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
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 months ended March 31, 2021, the Company’s key management compensation was as follows:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Salaries and fees | $ | 219,547 | $ | 129,895 | ||
| Share-based payments | 765,397 | 590,207 | ||||
| $ | 984,944 | $ | 720,102 | |||
As at March 31, 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 March 31, 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 March 31, 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
As at March 31, 2021, the Company had the following contractual obligations:
| Less than | 1 to | Over | ||||||||||
| 1 year | 3 years | 4 years | Total | |||||||||
| Trade and other payables | $ | 1,034,007 | $ | - | $ | - | $ | 1,034,007 | ||||
| Loans payable principal and interest payments | 374,464 | 4,624,305 | - | 4,998,769 | ||||||||
| Payments related to acquisition of royalties and streams | 3,000,000 | - | - | 3,000,000 | ||||||||
| Total commitments | $ | 4,408,471 | $ | 4,624,305 | $ | - | $ | 9,032,776 |
In addition to the commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that had not been met as of March 31, 2021.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
FINANCIAL INSTRUMENTS
Classification
The Company classified its financial instruments as follows:
| As at | ||||||
| March 31, | December 31, | |||||
| 2021 | 2020 | |||||
| Financial assets | ||||||
| Amortized cost: | ||||||
| Cash | $ | 4,132,746 | $ | 5,299,904 | ||
| Royalty, derivative royalty, and stream receivables | 838,048 | 1,547,895 | ||||
| Other receivables | 249,108 | 265,680 | ||||
| Fair value through profit or loss: | ||||||
| Derivative royalty asset | 5,663,545 | 6,432,610 | ||||
| Marketable securities | 44,533 | 43,984 | ||||
| Total financial assets | $ | 10,927,980 | $ | 13,590,073 | ||
| Financial liabilities | ||||||
| Amortized cost: | ||||||
| Trade and other payables | $ | 4,034,007 | $ | 1,772,304 | ||
| Loans payable | 3,176,663 | 3,062,706 | ||||
| Total financial liabilities | $ | 7,210,670 | $ | 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 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 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 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 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 months ended March 31, 2021. 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 March 31, 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 less than $0.1 million.
NON-IFRS FINANCIAL MEASURES
The Company has included, in this document, certain performance measures, including (a) attributable gold equivalent ounce, (b) average cash cost per attributable gold equivalent ounce, (c) average realized price per attributable gold ounce, (d) operating cash margin per attributable gold equivalent ounce, 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 ounce
Attributable gold equivalent ounces 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 gold equivalent ounces 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 months ended March 31, 2021.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Attributable gold equivalent ounces 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 gold equivalent ounce 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 gold equivalent ounce
Average cash cost per attributable gold equivalent ounce is calculated by dividing the Company’s total cash cost of sales, excluding depletion by the number of attributable gold equivalent ounces.
The Company presents average cash cost per attributable gold equivalent ounce 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 gold equivalent ounce for the three months ended March 31, 2021 and February 29, 2020 was:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Cost of sales, excluding Depletion | $ | - | $ | 327,981 | ||
| Cost of sales for NLGM(1) | 8,443 | 10,693 | ||||
| Adjust for: | ||||||
| Refining charge | - | 42,519 | ||||
| Total cash cost of sales | 8,443 | 381,193 | ||||
| Total attributable gold equivalent ounces | 731 | 698 | ||||
| Average cash cost per attributable gold equivalent ounce | $ | 12 | $ | 546 | ||
(1) Adjusted for the Company’s proportionate share of NLGM held by Silverback.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Average realized price per attributable gold equivalent ounce
Average realized price per attributable gold equivalent ounce 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 gold equivalent ounces sold.
The Company presents average realized price per attributable gold equivalent ounce 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.
The Company’s average realized per attributable gold equivalent ounce for the three months ended March 31, 2021 and February 29, 2020 was:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Royalty revenue | $ | 674,585 | $ | 49,227 | ||
| Payments from derivative assets(3) | 521,308 | - | ||||
| Revenue from NLGM(1) | 84,429 | 106,934 | ||||
| Sales from stream interests | - | 920,084 | ||||
| Adjust for: | ||||||
| Refining charge | - | 42,519 | ||||
| Sales from stream and royalty interests | 1,280,322 | 1,118,764 | ||||
| Total attributable gold equivalent oz. sold | 731 | 698 | ||||
| Average realized price per attributable gold equivalent oz . | $ | 1,751 | $ | 1,603 | ||
| Operating cash margin per attributable gold equivalent oz . (2) | $ | 1,739 | $ | 1,057 | ||
(1) Adjusted for the Company’s proportionate share of NLGM held by Silverback.
(2) Operating cash margin per attributable gold equivalent ounce is calculated by subtracting from the average realized price per attributable gold equivalent ounce the average cash cost per attributable gold equivalent ounce.
(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 months ended March 31, 2021.
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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
The Company’s adjusted EBITDA for the three months ended March 31, 2021 and February 29, 2020 was:
| Three months ended | ||||||
| March 31, | February 29, | |||||
| 2021 | 2020 | |||||
| Net loss | $ | (2,377,724 | ) | $ | (1,595,792 | ) |
| Adjusted for: | ||||||
| Interest expense | 167,453 | 197,605 | ||||
| Finance charges | 55,135 | 23,895 | ||||
| Income tax provision | 52,352 | 402,444 | ||||
| Depletion and amortization | 474,156 | 221,568 | ||||
| Foreign exchange loss | 132,672 | 19,713 | ||||
| Share-based payments (1) | 993,721 | 678,131 | ||||
| Adjusted EBITDA | $ | (502,235 | ) | $ | (52,436 | ) |
(1) Includes stock options and restricted share units.
EVENTS AFTER THE REPORTING DATE
Subsequent to March 31, 2021, the Company:
- acquired 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, and
- effective May 14, 2021, intends to terminate the Distribution Agreement with respect to the ATM Program established in September 2020. The Distribution Agreement allowed the Company to distribute up to $20.0 million (or the equivalent in Canadian dollars) of common shares. From inception in September 2020 to May 14, 2021, the Company distributed a total 1,809,300 common shares under the ATM Program for gross proceeds of $17.4 million. The Company has no continuing obligation associated with the Distribution Agreement and the remaining $2.6 million of common shares available for sale under the ATM program will not be issued. Furthermore, the Company intends to enter into a new equity distribution agreement with a syndicate of agents to establish a new At-The-Market equity program (the “2021 ATM Program”). Under the 2021 ATM Program, the Company is expecting to distribute up to $35.0 million (or the equivalent in Canadian dollars) in common shares of the Company.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 2021. Based upon the results of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as at March 31, 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.
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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
Changes in ICFR
There has been no change in our internal control over financial reporting during the three months ended March 31, 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”.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 by Metalla;
• the future achievement of any milestones in respect of the payment or satisfaction of contingent consideration by Metalla;
• the future availability of funds, including drawdowns pursuant to the Amended Loan Facility;
• 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 holds a royalty or streaming interest;
• 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 estimated silver and gold production at COSE and Joaquin;
• the forecasted JORC resource on New Luika;
• the release of additional assays at Del Carmen in Q2 2021;
• the completion of an updated feasibility study at Wasamac and the expected timing thereof;
• the future exploration plan and the future restart of gold production at the Beaufor Mine;
• the lifting of the injunction at the CentroGold property;
• the potential inclusion of the Camflo property in the Canadian Malartic General Partnership exploration program;
• the completion of a positive preliminary economic assessment for Fortuity 89;
• the future earn-in by Newcrest of a 75% interest in the Fortuity 89 project;
• the exercise of Kirkland Lake’s option to acquire up to a 75% interest in the Mirado, McGarry and Knight projects;
• 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 date upon which owners and operators of properties in which Metalla holds, or may acquire, an interest who have had their operations affected by COVID-19 will restart operations or resume planned operations;
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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 ATM Program, the 2021 ATM Program, or other public and/or private placements of equity, debt or hybrids thereof;
• the Company’s ability to fund its current operational requirements and capital projects; and
• the entering into a new equity distribution agreement and establishing the 2021 ATM Program.
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;
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 2021 (Expressed in United States dollars, unless otherwise indicated) |
• that Metalla’s royalties and streams may be unenforceable;
• 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.
| METALLA ROYALTY & STREAMING LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE MONTHS ENDED MARCH 31, 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.
CONSENT OF CHARLES BEAUDRY
The undersigned hereby consents to the inclusion in the Management's Discussion & Analysis of Metalla Royalty & Streaming. (the "Company") for the period ended March 31, 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.
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/s/ Charles Beaudry |
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Charles Beaudry |
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May 14, 2021 |
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METALLA REPORTS FINANCIAL RESULTS FOR THREE MONTHS ENDED MARCH
31, 2021 AND PROVIDES ASSET UPDATES
(All dollar amounts are in United States dollars unless otherwise indicated)
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FOR IMMEDIATE RELEASE |
TSXV: MTA NYSE American: MTA |
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May 14, 2021 |
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Vancouver, Canada: Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company") (TSXV: MTA) (NYSE American: MTA) announces its operating and financial results for the three months ended March 31, 2021. For complete details of the condensed interim consolidated financial statements and accompanying management's discussion and analysis for the three months ended March 31, 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 first quarter of 2021 represents another major step in growth for Metalla's royalty portfolio with a record four transactions completed, adding five high-quality development royalties all being advanced by major mining companies. These acquisitions provide for a material boost in Metalla's net asset value and provide additional organic growth as the operators continue to advance these projects towards production."
FINANCIAL HIGHLIGHTS
During the three months ended March 31, 2021, and the subsequent period, the Company:
- increased the number of royalties and streams held to a total of 68 precious metal assets through the following notable transactions:
- subsequent to March 31, 2021, 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, 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;
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- acquired an existing 0.5% NSR royalty on Barrick Gold Corp.'s ("Barrick") Del Carmen project, 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;(1)
- acquired an existing 0.75% GVR royalty on Eldorado Gold Corp.'s 2Moz 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, of which $6.0 million was paid by Metalla on closing and the remaining $3.0 million was paid subsequent to March 31, 2021;(2)
- acquired an existing 1.0%-2.0% NSR royalty on OZ Minerals 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
- acquired 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 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)
- from inception to March 31, 2021, the Company had distributed 1,314,193 common shares under its original at-the-market program (the “2020 ATM Program”) at an average price of $9.88 per share for gross proceeds of $13.0 million. As of today, the Company has distributed a total of 1,809,300 common shares under the 2020 ATM program for gross proceeds of $17.4 million. The Company intends to terminate the 2020 ATM Program and establish a new at-the-market program (the “2021 ATM Program”) with a syndicate of agents. Under the 2021 ATM Program the Company is expecting to distribute up to $35.0 million (or the equivalent in Canadian dollars) in common shares of the Company. After establishing the 2021 ATM Program, the Company will have no continuing obligations under the 2020 ATM Program and the remaining $2.6 million of common shares authorized for sale under the 2020 ATM Program will not be issued;
- received or accrued payments on 731 (February 29, 2020 - 698) attributable gold equivalent ounces at an average realized price of $1,751 (February 29, 2020 - $1,603) and average cash cost of $12 (February 29, 2020 - $541) per attributable gold equivalent oz. (see non-IFRS Financial Measures);
- generated operating cash margin of $1,739 (February 29, 2020 - $1,061) per attributable gold equivalent ounce 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);
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- recognized revenue from royalty and stream interests, including fixed royalty payments, of $0.7 million (February 29, 2020 - $1.0 million), net loss of $2.4 million (February 29, 2020 - $1.6 million), and adjusted EBITDA of negative $0.5 million (February 29, 2020 - negative $0.1 million) (see non-IFRS Financial Measures);
- recognized payments due (not included in revenue) from the Higginsville derivative royalty asset of $0.5 million (February 29, 2020 - $Nil) (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. The Company obtained TSXV approval for the foregoing C$5.0 million draw down. 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
On April 28, 2021, Coeur Mining Inc. ("Coeur") reported in a Form 8-K news release, that Wharf produced 19,035 ounces of gold at 0.93 g/t during the first 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 RC drilling completed 11,775 metres of drilling. Upon completion of infill drilling at Portland Ridge, Coeur plans to shift its focus to the Flossie area, west of Portland Ridge, 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.
Higginsville Royalty
On April 15, 2021, Karora Resources Inc. announced first quarter production from its Higginsville and Beta Hunt mines of 24,594 ounces of gold, in line with 2021 production guidance of 105-115Koz for 2021.
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 March 31, 2021, 6.6 Koz had been delivered.
New Luika Silver Stream
On April 21, 2021, Shanta Gold Limited (“Shanta”) announced first quarter production of 14,641 ounces of gold, with the ongoing ramp-up of the new third mill at New Luika aiding in the increased throughput for the quarter. 2021 production guidance has been set at approximately 80 Koz of gold. In addition, drilling at the Luika deposit added 76,461 ounces of new indicated resources grading 7.97 g/t, net of depletion. Significant drill results at the Luika deposit include 11.27 g/t gold over 9.29 metres. Further drilling is planned at Luika and Porcupine South for the second quarter to target conversion of inferred resources into measured and indicated resources. On April 19, 2021, Shanta reported an updated indicated resource of 355 Koz at 3.56 g/t gold and an inferred resource of 70 Koz at 3.05 g/t gold at the Luika deposits.
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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 April 28, 2021, Sandfire Resources Limited (“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. On February 25, 2021, Sandfire reported diamond drilling was conducted during Q4 2020 to provide DHEM survey platforms targeting potential extensions to the Endeavor mine’s mineralization.
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
On April 29, 2021, Agnico announced drilling in the first quarter totaled 22 holes (8,970 metres) focused on advancing Amelia, Espiritu Santo, Santa Teresa and other zones, drill results are expected to be released in the second quarter of 2021. In the second quarter of 2021, additional drilling and metallurgical testing are planned to continue expanding the mineral resources, to generate and test new targets and to advance the oxide heap-leach project concept.
Metalla holds a 2.0% NSR on Santa Gertrudis subject to Agnico's right to buy back 1% for $7.5 million.
Del Carmen
On May 5, 2021, Barrick announced it had initiated a five rig 8,000 metre drill campaign at Del Carmen-Alturas to test high-grade mineralization controls defined under a structural framework study in 2020. Drilling at Rojo Grande on the Del Carmen property was completed, and assays are pending, however the lithology-alteration assemblages observed in the drill core validated the existing geological model. Partial results from drilling at Del Carmen include 1.05 g/t gold over 45.5 metres and 0.86 g/t gold over 19.7 metres. Additional assays are expected to be released by Barrick in Q2 2021.
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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Wasamac
On April 28, 2021, Yamana Gold Inc. ("Yamana") provided an update on the Wasamac property and Camflo property through their first quarter results. Yamana commenced an exploration and infill drilling campaign to refine and expand upon the potential of Wasamac and its development alternatives. Following an in-depth review of the Wasamac feasibility study, Yamana identified opportunities to optimize the processing plant design and materials handling system to sustain a throughput rate of 7,000 tpd, an increase from the 6,000 tpd throughput stipulated in the 2018 feasibility study. Opportunities to increase metallurgical recoveries at Wasamac will be assessed through metallurgical drilling and test work. Yamana expects to release an updated feasibility study in the third quarter of 2021.
Metalla holds a 1.5% NSR on the Wasamac project subject to a buy back of 0.5% for C$7.5 million.
Beaufor Mine
On April 29, 2021, Monarch Mining Corporation ("Monarch") announced additional drill results from its exploration program at Beaufor with several significant intercepts including 187 g/t gold over 0.5 metres, 151.5 g/t gold over 0.5 metres and 147.5 g/t gold over 0.3 metres. Monarch continues to test for potential resources in proximity to the historical mine. On January 28, 2021, Monarch announced an updated resource estimate for the Beaufor mine. Monarch Mining will continue its exploration plan to grow the mineral resource with the ultimate plan to restart gold production within 8 to 14 months.
Metalla holds a 1.0% NSR 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.
CentroGold
On April 22, 2021, Oz Minerals Limited ("Oz") announced that field work for the relocation plan study resumed with final reports to be submitted to INCRA for approval in order to lift the injunction on the property. Work continues on environmental reports, updating the pre-feasibility study and progressing preparation for the village relocation.
Metalla holds a 1.0-2.0% NSR royalty on the CentroGold project.
Big Springs
On April 28, 2021, Anova Metals Limited ("Anova") outlined drill permitting applications for the 2021 field program commenced with the goal of aggressively testing extensions to existing resources as well as drilling of high-potential, high-priority new exploration targets. On January 18, 2021 and January 25, 2021, Anova announced high grade drill results at the Big Springs project confirming and extending mineral resources. Significant intercepts include 3.96 g/t over 10.85 metres, 15.23 g/t over 5.49 metres, and 3.98 g/t gold over 4.54 metres. 2021 exploration is expected to continue to aggressively focus on extensions to high grade mineralization at Big Springs.
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Metalla holds a 2.0% NSR royalty on the Big Springs project.
Green Springs
Upon commencement of the 2021 drill program, Contact Gold Corp. ("Contact") announced several drill highlights from drilling at the Green Springs project in 2020. In a news release dated March 24, 2021, drilling in the southern end of the mine trend returned 1.53 g/t oxide gold over 19.6 metres infilling a 100-metre gap in the southern extend of mineralization on the mine trend. In a news release dated April 14, 2021, Contact released a drill highlight from the Alpha zone in the northern end of the mine trend, intersection 1.4 g/t gold over 42.6 metres. 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.
Metalla holds a 2.0% NSR Royalty on Green Springs.
Camflo
On April 28, 2021, Yamana provided an update on the Camflo property which is located adjacent to and north of the Canadian Malartic mine, Rand property and the recent Odyssey underground discovery. Given its close proximity to the Malartic Mine, it is being considered for inclusion in the Canadian Malartic General Partnership exploration program. A recent high resolution airborne magnetic survey of the Camflo property has identified three high priority drill targets with magnetic signatures similar to the historical Camflo mine. Data compilation also defined the presence of a porphyritic stock similar to that which hosted 90% of the historic 1.65Moz produced at the Camflo mine, located 800 metres to the east of the mine as an additional priority exploration target.
Metalla holds a 1.0% NSR Royalty on Camflo.
Red Hill
On April 27, 2021 NuLegacy Gold Corporation ("NuLegacy") reported the presence of geochemical trends outlining a large mineralized system within the Rift Anticline target. Drilling has commenced for the 2021 spring-summer exploration program which will further explore the significant mineralization from the February 18, 2021, press release where NuLegacy announced they intersected significant gold mineralization at the Rift Anticline prospect. Significant intercepts included 1.6 g/t gold over 16.8 metres and 1.1 g/t gold over 13.9 metres. NuLegacy began drilling the remaining 12 or 13 holes at the Rift Anticline in March 2021.
Metalla holds a 1.5% GOR royalty on the Red Hill project.
Aureus East
On April 12, 2021, Aurelius Minerals Inc. ("Aurelius") reported assay results from underground drilling at Aureus East of 17.4 g/t gold over 3 metres, 5.32 g/t gold over 14.2 metres and 15.1 g/t over 2.7 metres. On April 6, 2021, Aurelius reported high grade results of 132.4 g/t gold over 2 metres, 21 g/t gold over 0.5 metres and 2.91 g/t over 32 metres. Over the reminder of 2021, Aurelius expects to continue to drill its 10,000 metres drill program at the Aureus East project.
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Metalla holds a 1.0% NSR royalty on the Aureus East project.
Fortuity 89
On April 12, 2021, Newcrest Mining Ltd. ("Newcrest") provided details of its planned program for Fortuity 89 which include a geophysical program, ground gravity surveys and AMT resistivity surveys. The surveys will be undertaken along with a soil geochemical program intended to identify drill targets for testing this calendar year. On March 9, 2021, Discovery Harbour Resources Corp. announced it had entered an option and earn-in agreement with Newcrest on the Fortuity 89 property which is located four kilometres west of the Caldera property near Tonopah, Nevada. The option and earn-in agreement provide for Newcrest to earn up to 75% of the project for total expenditures of $31.5 million and the completion of a positive preliminary economic assessment.
Metalla holds a 2.0% NSR royalty on the Fortuity 89 project.
Tower Stock
In a press release dated April 20, 2021, White Metal Resources Corp. announced the discovery of a new gold zone yielding 1.7 g/t gold over 82.5 metres in a new gold discovery named the Ellen Zone. The area of the new discovery has seen no historical drilling and is open in all directions.
Metalla holds a 2.0% NSR Royalty on the Tower Stock project.
Mirado
On April 21, 2021, Orefinders Resources Inc. announced a strategic partnership with Kirkland Lake Gold ("Kirkland Lake") whereby Kirkland Lake will be granted the option to acquire up to a 75% interest in the Mirado, McGarry and Knight projects through incurring a total of C$60M in expenditures on the projects.
Metalla holds a 1.0% NSR Royalty capped at C$1.0 million and the right to buy an additional uncapped 1.0% NSR royalty for C$2.0 million on the Mirado mine.
Goodfish-Kirana
On April 14, 2021, Warrior Gold Inc. announced significant gold intercepts and the extension of the strike length in the A zone at Goodfish Kirana. Significant intercepts include 3.74 g/t gold over 6.8 metres and 3.85 g/t gold over 3.8 metres with an extension to the A zone structure to 650 metres length. A zone remains open at depth.
Metalla holds a 1.0% NSR royalty on the Goodfish-Kirana project.
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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
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.
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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 months ended March 31, 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 ounce, (b) average cash cost per attributable gold equivalent ounce, (c) average realized price per attributable gold equivalent ounce, dc) operating cash margin per attributable gold equivalent ounce, 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.
"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 by Metalla; the establishment of the New ATM Program and any sales of common shares thereunder; the future availability of funds pursuant to the Beedie convertible loan facility; the future conversion of funds drawn down by Metalla under the Beedie convertible loan facility; the completion by property owners of announced drilling programs and other planned activities in relation to properties on which the Company holds a royalty or streaming interest; 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; the estimated production at Higginsville and Beta Hunt; the estimated silver and gold production at COSE and Joaquin; the forecasted JORC resource on New Luika; the release of additional assays at Del Carmen in Q2 2021; the completion of an updated feasibility study at Wasamac and the expected timing thereof; the lifting of the injunction at the CentroGold property; the potential inclusion of the Camflo property in the Canadian Malartic General Partnership exploration program; the completion of a positive preliminary economic assessment for Fortuity 89; the exercise of Kirkland Lake's option to acquire up to a 75% interest in the Mirado, McGarry and Knight projects; the future exploration plan and the future restart of gold production at the Beaufor Mine; the future earn-in by Newcrest of a 75% interest in the Fortuity 89 project; 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.
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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.