Metalla Royalty & Streaming Ltd.

Metalla Royalty & Streaming Ltd. is a junior gold royalty and streaming company headquartered in Vancouver, Canada, operating primarily in Canada, USA, and South America. Key assets include Côté & Gosselin, Endeavor, Tocantinzinho, Castle Mountain, and Copper World. Portfolio composition includes 5 cash-flowing royalties, 1 cash-flowing stream, 27 development royalties, 1 development stream, 12 exploration royalties, and 52 exploration royalties. The company operates as a publicly traded precious metals royalty and streaming entity focused on managing and expanding its asset portfolio. The business model is structured to provide shareholders with exposure to gold, silver, and copper price optionality through perpetual, free-carried interests in geologically prospective lands. This approach is designed to limit direct exposure to risks inherent in mining operations, such as capital and operating costs or environmental liabilities. The organization's structure aims to generate high margins and free cash flow throughout the commodity cycle. Scalable diversity is a key characteristic, allowing a large number of assets to be managed with a small, stable overhead, which permits management to concentrate on forward-looking growth opportunities rather than day-to-day operational matters. The company is dependent on third-party mine operators for production and relies on their public disclosures for its own reporting and analysis.

Strategic focus centers on growth through the acquisition of additional royalties and streams from third parties, a strategy evidenced by 32 transactions completed since inception. Capital allocation is directed toward funding these acquisitions, with financial capacity supported by a C$300 million base shelf prospectus and a C$50.0 million convertible loan facility with strategic partner Beedie Capital. Proceeds from these facilities, along with a now-terminated at-the-market program, are explicitly used for purchasing new assets, covering transaction expenses, and for general corporate purposes. A core long-term objective for delivering shareholder value is a dividend policy targeting a payout of 50% of the company's annualized operating cash flow, with the board of directors assessing the capacity to declare dividends on a quarterly basis. The enterprise may also pursue the restructuring of existing royalty or stream agreements if such actions are determined to provide a long-term benefit, even if it results in reduced near-term revenues or associated transaction costs.

Board composition includes 6 directors, 5 of whom are independent, ensuring robust oversight. The governance framework is supported by 4 standing committees: Audit, Compensation, Corporate Governance & Nominating (CG&N), and Environmental, Social and Governance (ESG), all of which are composed entirely of independent directors. The Audit Committee comprises 3 independent members, and the board has determined that 2 of these members qualify as an “audit committee financial expert” under applicable securities regulations. This committee is tasked with direct oversight of financial reporting processes, internal controls, and the performance and independence of the external auditors. Executive leadership features Brett Heath as Chief Executive Officer and the 2024 appointment of Jason Cho as President. The established governance structure ensures accountability through regular committee meetings, a detailed audit committee charter, and formal policies for the pre-approval of all audit and non-audit services performed by the external auditor.

The organization formalized its commitment to sustainability through the establishment of a dedicated Environmental, Social and Governance (ESG) Committee in February 2022. This committee, composed of 2 independent directors, is responsible for implementing the company's ESG charter and overseeing its related practices. A primary function of the committee is to evaluate and monitor the ESG performance of the third-party companies that operate the properties on which the organization holds royalty or stream interests. This oversight is integrated into the investment process, with ESG principles forming a key part of the evaluation of potential new acquisitions. The committee's mandate includes monitoring the ESG policies and procedures of these operators, as well as their adherence to them. It also addresses the company's own ESG matters and provides recommendations to the board, including the adoption and ongoing amendment of a formal ESG Policy, creating a framework to manage indirect risks inherent in the royalty business model.

A significant structural change occurred on December 1, 2023, with the completion of the acquisition of Nova Royalty Corp., which now operates as a wholly-owned subsidiary following a court-approved plan of arrangement. In December 2022, the company acquired a portfolio of 8 royalties from First Majestic Silver Corp., a transaction that established First Majestic as a significant shareholder. This relationship is governed by a securityholder rights and obligations agreement that restricts certain share transfers and aligns voting on specific corporate matters. The enterprise maintains a strategic financing relationship with Beedie Capital, which holds a C$50.0 million convertible loan facility and also completed a C$15.0 million subscription receipt financing in October 2023 to support the Nova acquisition. The corporate framework includes several material operating subsidiaries that hold interests related to the company's global portfolio, including Metalla America Ltd., MTA Royalty & Streaming Pty Ltd., and Royalty & Streaming Mexico, S.A. de C.V.