Metalla Royalty & Streaming Ltd.
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
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Jun 30, 2024 · Filed Aug 14, 2024
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Contents
EX-99.4 · Qualified Persons Technical and Third-Party Information Cautionary Statement on Forward-Looking Statements
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
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. Mr. Beaudry is a Qualified Person as defined in National Instrument 43-101 -Standards of Disclosure for Mineral Projects("NI 43-101").
TECHNICAL AND THIRD-PARTY INFORMATION
Metalla has limited, if any, access to the properties on which Metalla (or any of its subsidiaries) 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 MD&A, including any references to Mineral Resources or Mineral Reserves, was prepared in accordance with Canadian 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 MD&A 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 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 stream and royalty interests owned by the Company;
Management’s Discussion and Analysis - Page 26
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
the satisfaction of future payment obligations, contractual commitments and contingent commitments by Metalla;
the future achievement of any milestones in respect of the payment or satisfaction of contingent consideration by Metalla;
the future availability of funds, including drawdowns pursuant to the A&R Loan Facility;
the effective interest rate of drawdowns under the A&R Loan Facility and the life expectancy thereof;
the future conversion of funds drawn down by Metalla under the A&R Loan Facility;
the amount that Metalla has to pay under the A&R Loan Facility and the applicable exchange rate;
the completion by property owners of announced drilling programs, capital expenditures, and other planned activities in relation to properties on which the Company and its subsidiaries hold a royalty or streaming interest and the expected timing thereof;
production and life of mine estimates or forecasts at the properties on which the Company and its subsidiaries hold 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 Company undertaking any offering of securities under its base shelf prospectus and corresponding registration statement;
the increase of ore throughput rates at La Encantada to historical levels and the timing thereof;
that production at El Realito will come from residual leaching of heap leach pads and will continue through year-end 2024;
the expected 2024 production guidance at Wharf;
the potential opportunity to extend mine life at Wharf;
the two-phase drill-program at Wharf in 2024 and 2025 to test the two targets, Juno and North Foley;
the expected 2024 production guidance at Aranzazu;
the updated mine plan at Endeavor;
the expected timing of first production at Endeavor;
the increase of Mineral Reserves at Endeavor;
the ramp up of refurbishment activities upon finalization of project financing at Endeavor;
the achievement of commercial production and ramp up to nameplate capacity at and the timing thereof at Tocantinzinho;
the expected shipments at La Guitarra;
Sierra Madre’s plans to increase production at La Guitarra;
the expected 2024 production guidance at the Côté Gold Project;
the receipt of approval for the Environmental and Social Impact Assessment at Taca Taca and the anticipated timing thereof;
the expected start of production at the AK deposit and the anticipated timing thereof;
the processing of production from the Near Surface and the AK deposits and the anticipated timing thereof;
the expected production at the Near Surface and the AK deposits and Agnico’s expectation for future mineral resource growth;
the planned drilling program for 2024 for Wasamac and related expenditures;
the assessment by Agnico of optimal mining rate and milling strategy for Wasamac;
the start and the focus of the surface exploration program of geological mapping and channel sampling at Castle Mountain and the timing thereof;
the receipt of a notice of intent in connection with the mine permitting amendment plan for Castle Mountain and the anticipated timing thereof;
the beginning of the formal permitting process at Castle Mountain;
the work on the preliminary draft Environmental Impact Statement for Castle Mountain throughout 2024 and 2025;
the creation of a memorandum of understanding with the BLM, San Bernardino County and Castle Mountain;
the expectation that Akasaba West will provide flexibility at the Goldex complex;
the expected production at Akasaba West;
the release of a technical study and mine plan for La Parrilla and the anticipated timing thereof;
the restart of mining and processing at La Parrilla and the anticipated timing thereof;
Management’s Discussion and Analysis - Page 27
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
the expected mine life, production and cash costs for Fifteen Mile Stream;
the start of development of Fifteen Mile Stream and anticipated timing thereof;
the identification of areas for resource expansion and additional stand-along targets at Montclerg;
the potential for a concurrent underground operation at Detour DNA;
the amount and timing of the attributable GEOs expected by the Company in 2024;
the availability of cash flows from the Wharf, Aranzazu, El Realito, NLGM, Tocantinzinho, Amalgamated Kirkland, and La Encantada 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, silver and copper prices;
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;
costs and other financial or economic measures;
prospective transactions;
growth and achievements;
financing and adequacy of capital;
future payment of dividends;
future public and/or private placements of equity, debt or hybrids thereof; and
the Company’s ability to fund its current operational requirements and capital projects.
Such forward-looking statements reflect management's current beliefs and assumptions 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 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 in the past;
that some royalty and stream interests are subject to rights of other interest-holders;
that Metalla's royalties and streams may have unknown defects;
Management’s Discussion and Analysis - Page 28
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
risks related to Metalla's two material assets, the Côté property and the Taca Taca property;
risks related to general business and economic conditions;
risks related to global financial conditions, geopolitical events and other uncertainties; risks related to epidemics, pandemics or other public health crises, and the potential impact thereof on Metalla's business, operations and financial condition;
that Metalla is dependent on its key personnel;
risks related to Metalla's financial controls;
dividend policy and future payment of dividends;
competition;
that project operators may not respect contractual obligations;
that Metalla's royalties and streams may be unenforceable;
risks related to conflicts of interest of Metalla's directors and officers;
that Metalla may not be able to obtain adequate financing in the future;
risks related to Metalla's current credit facility and financing agreements;
litigation;
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;
changes in tax laws impacting Metalla;
risks related to anti-bribery and anti-corruption 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 the 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 related to the construction, development and expansion of mines or 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 the Beedie Loan Facility;
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;
Management’s Discussion and Analysis - Page 29
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
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.sedarplus.ca and the SEC at www.sec.gov.
Although Metalla has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements or information.
This MD&A contains future-orientated information and financial outlook information (collectively, "FOFI") about the Company's revenues from royalties, streams and other projects which are subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraphs. FOFI contained in this MD&A was made as of the date of this MD&A and was provided for the purpose of providing further information about the Company's anticipated business operations. Metalla disclaims any intention or obligation to update or revise any FOFI contained in this MD&A, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this MD&A should not be used for the purposes other than for which it is disclosed herein.
Management’s Discussion and Analysis - Page 30
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