Mr. Brett Heath reports

METALLA REPORTS FINANCIAL RESULTS FOR THE 2023 FISCAL YEAR AND PROVIDES ASSET UPDATES

Metalla Royalty & Streaming Ltd. has released its operating and financial results for the year ended Dec. 31, 2023. Metalla has also filed with the U.S. Securities and Exchange Commission (the SEC) its SEC annual report on Form 40-F for the year ended Dec. 31, 2023. The Form 40-F includes the company's annual information form, audited financial statements, and management's discussion and analysis for the year ended Dec. 31, 2023. For complete details of the consolidated financial statements and accompanying management's discussion and analysis for the year ended Dec. 31, 2023, please see the company's filings on SEDAR+ or EDGAR. Shareholders are encouraged to visit the company's website. All dollar amounts are in thousands of United States dollars unless otherwise indicated, except for shares, per-ounce and per-share amounts.

Metalla shareholders may receive a hard copy of the company's complete audited financial statements for the year ended Dec. 31, 2023, free of charge, upon request. For further information please visit the company website.

Brett Heath, president and chief executive officer of Metalla, commented: "Two thousand twenty-three was a transformative year for Metalla during which we closed the largest transaction in the company's history, to merge with Nova Royalty, creating one of the most robust and sustainable growth portfolios in the royalty sector. During 2023, our attributable gold equivalent ounces received exceeded the top end of our guidance by 14 per cent, delivering just under 4,000 ounces for the year. Looking into 2024, we expect Tocantinzinho, Cote and Amalgamated Kirkland to reach production. Gosselin also continues to show that it has the potential to become a Tier 1 royalty asset on its own, with 4.4 million indicated resource gold ounces and three million inferred resource gold ounces, and we expect it will continue to grow in 2024 with the planned 35,000-metre drill program."

Financial highlights

During the year ended Dec. 31, 2023, and the subsequent period up to the date of this news release, the company:

• Effective Dec. 1, 2023, acquired all of the issued and outstanding shares of Nova Royalty Corp. pursuant to a plan of arrangement. In accordance with the Nova Transaction, Nova shareholders received 0.36 of a common share of Metalla per common share of Nova (for additional details see Nova Royalty acquisition below).
• On Oct. 19, 2023, entered into an agreement with Beedie Investments Ltd., which became effective at the closing of the Nova transaction, whereby the parties agreed to amend the convertible loan facility between Metalla and Beedie to, among other things, increase the principal amount from $25-million (Canadian) to $50-million (Canadian) and draw down from the Beedie loan facility, at closing of the Nova transaction, an amount equal to the principal and unpaid interest and fees outstanding under the convertible loan agreement with Nova to refinance and retire the Nova loan facility (for additional details see Nova Royalty acquisition below).
• Completed a private placement, on closing of the Nova transaction, pursuant to which Beedie subscribed to 2,835,539 common shares at a price of $5.29 (Canadian) per share for aggregate gross proceeds of $15-million (Canadian).
• Acquired 28 royalties and one stream, to bring the total held as at the date of this press release to 102 precious and base metals assets, through the following transactions:
  • Acquired 23 royalties in the Nova transaction (for additional details see Nova Royalty acquisition below);
  • Acquired an existing 2.5-per-cent-to-3.75-per-cent sliding scale gross proceeds (GP) royalty over gold, together with a 0.25-per-cent-to-3-per-cent net smelter return (NSR) royalty on all non-gold and silver metals on the majority of Barrick Gold Corp.'s Lama project in Argentina, from an arm's-length seller, for aggregate consideration of $7.5-million. The transaction closed on March 9, 2023, at which time the company paid $2.5-million in cash, and issued 466,827 common shares to the seller (with a deemed value of $5.3553 per share). The remaining $2.5-million is payable in cash or common shares, within 90 days upon the earlier of a two-million-ounce gold mineral reserve estimate on the royalty area or 36 months after the closing date;
  • Acquired one silver stream and three royalties from Alamos Gold Corp. for $5-million in common shares with a deemed value of $5.3228 per share. The transaction closed on Feb. 23, 2023, at which time the company issued 939,355 common shares to Alamos. The stream and royalties acquired in this transaction include:
    • A 20-per-cent silver stream over the Esperanza project located in Morales, Mexico, owned by Zacatecas Silver Corp.;
    • A 1.4-per-cent NSR royalty on the Fenn Gibb South project located in Timmins, Ont., owned by Mayfair Gold Corp.;
    • A 2-per-cent NSR royalty on the Ronda project located in Shining Tree, Ont., owned by PTX Metals Inc.;
    • A 2-per-cent NSR royalty on the Northshore West property located in Thunder Bay, Ont., owned by Newpath Resources Inc.
• Sold the JR mineral claims that make up the Pine Valley property, which is part of the Cortez complex in Nevada, to Nevada Gold Mines LLC (NGM), an entity formed by Barrick and Newmont Corp., for $5-million in cash. The company has retained a 3-per-cent NSR royalty on the property. Additionally, sold the Conmee mineral claims that make up the Tower Mountain property to Thunder Gold Corp. for four million common shares of Thunder Gold, valued at $100,000 upon closing. The company has retained a 2-per-cent NSR royalty on the property.
• Paid a special dividend in the amount of three Canadian cents per share on Sept. 15, 2023, with a record date of Aug. 1, 2023.
• For the year ended Dec. 31, 2023, received or accrued payments on 3,989 attributable gold equivalent ounces (GEOs) at an average realized price of $1,867 and an average cash cost of $6 per attributable GEO.
• For the year ended Dec. 31, 2023, recognized revenue from royalty and stream interests, including fixed royalty payments, of $4.6-million, net loss of $5.8-million and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of $1.1-million).
• For the year ended Dec. 31, 2023, generated operating cash margin of $1,861 per attributable GEO from the Wharf, El Realito, La Encantada, the New Luika gold mine (NLGM) stream held by Silverback Ltd., the Higginsville derivative royalty asset and other royalty interests.
• For the year ended Dec. 31, 2023, recognized payments due or received (not included in revenue) from the Higginsville derivative royalty asset of $2.9-million.
• On Dec. 28, 2023, the company exercised its right to terminate the equity distribution agreement entered into on May 27, 2022, under which the company was entitled to distribute up to $50-million (or the equivalent in Canadian dollars) in common shares of the company. From inception to the date of termination, the company distributed 1,328,078 common shares under the 2022 ATM program at an average price of $5.01 per share for gross proceeds of $6.6-million, of which none were sold during the three months ended Dec. 31, 2023.
• On May 19, 2023, closed a second supplemental loan agreement to amend the Beedie loan facility by:
  • Extending the maturity date to May 10, 2027;
  • Increasing the loan facility by $5-million (Canadian) from $20-million (Canadian) to $25-million (Canadian);
  • Increasing the interest rate from 8 per cent to 10 per cent per annum;
  • Amending the conversion price of the fourth drawdown from $11.16 (Canadian) per share to $8.67 (Canadian) per share, being a 30-per-cent premium to the 30-day volume-weighted average price (VWAP) of the company shares measured at market close on the day prior to announcement of the amendment;
  • Amending the conversion price of $4-million (Canadian) of the third drawdown from $14.30 (Canadian) per share to $7.33 (Canadian) per share, being the five-day VWAP of the company shares measured at market close on the day prior to announcement of the amendment, and converting the $4-million (Canadian) into shares at the new conversion price. Upon closing the company issued Beedie 545,702 common shares for the conversion of the $4-million (Canadian);
  • Amending the conversion price of the remaining $1-million (Canadian) of the third drawdown from $14.30 (Canadian) per share to $8.67 (Canadian) per share, being to the 30-day VWAP of the company shares measured at market close on the day prior to announcement of the amendment.

Nova Royalty acquisition

On Dec. 1, 2023, the company closed the Nova transaction, pursuant to which the company acquired all of the issued and outstanding common shares of Nova. Pursuant to the terms of the arrangement agreement between the company and Nova dated Sept. 7, 2023, Nova shareholders received 0.36 of a common share for each Nova common share held prior to the nova transaction, for a total of 33,893,734 common shares issued. In accordance with the arrangement agreement, each Nova restricted share unit vested into a Nova common share at the close of the Nova transaction and was exchanged for 0.36 of a common share for a total of 741,597 common shares issued, and each Nova stock option was replaced with a fully vested replacement option. All replacement options were adjusted as per the terms of the arrangement agreement and are exercisable into common shares.

Upon completion of the Nova transaction, existing Metalla and Nova shareholders owned approximately 60.41 per cent and 39.59 per cent of the combined company, respectively.

Nova Royalty

Nova is now a wholly owned subsidiary of Metalla and is a royalty and streaming company that is focused on acquiring copper royalties and as at the close of the Nova transaction had a portfolio of 23 royalties including:

• 0.42-per-cent NSR royalty on Taca Taca operated by First Quantum Minerals Ltd.;
• 0.315-per-cent NSR royalty on the Copper World complex operated by Hudbay Minerals Inc.;
• 1-per-cent NSR royalty on Aranzazu operated by Aura Minerals Inc.;
• 0.08-per-cent net profit interest (NPI) royalty on Josemaria operated by Lundin Mining Corp.;
• 0.98-per-cent NSR royalty on open-pit operations and 0.49-per-cent NSR royalty on underground operations on Vizcachitas operated by Los Andes Copper Ltd.;
• 0.25-per-cent NSR royalty on Tatogga operated by Newmont Corp.;
• 2-per-cent NSR royalty on NuevaUnion operated as a 50/50 joint venture between Teck Resources Ltd. and Newmont Corp.;
• 1-per-cent net proceeds (NP) royalty on West Wall operated as a 50/50 joint venture between Anglo American PLC and Glencore PLC.

Beedie Capital strategic partnership

In connection with the Nova transaction, Beedie and the company formed a strategic partnership pursuant to which:

• Beedie subscribed for $15-million (Canadian) in an equity placement into Metalla;
• The parties agreed to amend and increase the existing Beedie loan facility;
• The Nova loan facility was repaid and terminated.

Equity placement

Beedie entered into a subscription agreement to complete a $15-million (Canadian) equity placement in Metalla, pursuant to which concurrent with the closing of the Nova transaction subscribed to 2.8 million common shares at a price of $5.29 (Canadian), which was the closing price of the common shares on the TSX Venture Exchange on Sept. 7, 2023, the day prior to the announcement of the Nova transaction.

Metalla convertible loan

Effective Dec. 1, 2023, Metalla and Beedie entered into an amended and restated convertible loan facility agreement (the A&R loan facility) to amend and restate the Beedie loan facility. Pursuant to the A&R loan facility, the parties agreed to:

• Increase the maximum aggregate principal amount of the A&R loan facility from $25-million (Canadian) to $50-million (Canadian);
• Amend the conversion price of the $4.2-million (Canadian) due under the Beedie loan facility to a conversion price of $6 (Canadian) per share under the A&R loan facility;
• Draw down a further $12.2-million (Canadian) from the A&R loan facility with a conversion price of $6 (Canadian) per share to refinance the principal amount due under the Nova loan facility;
• Draw down $2-million (Canadian) from the A&R loan facility to refinance the accrued and unpaid interest outstanding under the Nova loan facility at the close of the Nova transaction, with a conversion price equal to the market price of the shares of Metalla at the time of conversion;
• Draw down $800,000n (Canadian) from the A&R loan facility to refinance the accrued and unpaid fees outstanding under the Nova loan facility at the close of the Nova transaction, with such amounts not being convertible into shares of Metalla;
• Establish an 18-month period during which the interest of 10-per-cent-per-annum compounded monthly will be added to the accrued and unpaid interest amount, and on June 1, 2025, reverting to a cash interest payment of 10 per cent on a monthly basis;
• Incur an amendment fee of $100,000 (Canadian) and any outstanding costs and expenses are to be paid by Metalla;
• Update the existing security arrangements to include security provided by Nova and certain other subsidiaries of Metalla and Nova for the A&R loan facility, along with updated security arrangements at Metalla to reflect developments in its business.

Subsequent to Dec. 31, 2023, on Feb. 20, 2024, Beedie elected to convert $1.5-million (Canadian) of the accrued and unpaid interest into common shares at a conversion price of $3.49 (Canadian) per share, being the closing price of the shares of Metalla on the TSX-V on Feb. 20, 2024, for a total of 429,800 common shares which were issued on March 19, 2024.

Nova convertible loan

As per the A&R loan facility and as discussed above, concurrent with closing of the Nova transaction, Metalla drew down on the A&R loan facility and paid out and discharged all obligations under the Nova loan facility, which was terminated concurrently.

Management update

Effective March 29, 2024, Drew Clark, vice-president, corporate development, will be leaving the company to pursue other opportunities.

"I want to thank Drew for his contributions to the company during his tenure," said Mr. Heath, president and CEO of Metalla. "Drew has been a key member of our management team for the past six years and has been instrumental in the company's success and growth. We wish Drew the best of luck in his future endeavours."

Qualified person

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

About Metalla Royalty & Streaming Ltd.

Metalla is a precious and base metals royalty and streaming company with a focus on gold, silver and copper royalties and streams. Metalla provides shareholders with leveraged metal exposure through a diversified and growing portfolio of royalties and streams. Its 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, silver and copper companies for the next commodities cycle.

We seek Safe Harbor.