Metalla Royalty & Streaming Ltd.
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
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Sep 30, 2024 · Filed Nov 14, 2024
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Contents
EX-99.4 · Cautionary Statement on Forward-Looking Statements
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
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;
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 expected ramp-up in production at Tocantinzinho through H2-2024;
the target nameplate throughput by Q1-2025 in Tocantinzinho;
the expected 2024 production guidance at Wharf;
the expected 2024 production guidance at Aranzazu;
that production at El Realito will come from residual leaching of heap leach pads and will continue through year-end 2024;
the expected shipments at La Guitarra;
Sierra Madre's plans to increase production at La Guitarra, and the production goal by year-end;
Management’s Discussion and Analysis - Page 27
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
the exploration drilling at Gosselin for the remainder of 2024 and the target thereof;
that First Quantum will take advantage of the RIGI;
First Quantum’s search for a minority shareholder for the Taca Taca Project;
the receipt of approval for the Environmental and Social Impact Assessment at Taca Taca and the anticipated timing thereof;
the expected timing of restart and first cashflows at Endeavor;
the potential for increased ore extraction rates at Endeavor;
the expected mine life and production at Copper World;
the conclusion of the public comment period for the Air Quality Permit application for Copper World and the timing thereof;
the commencement of activities related to the preparation of a definitive feasibility study for Copper World, the budget and timing thereof;
Hudbay’s process to identify a minority joint venture partner for Copper World;
Unico’s planned comprehensive exploration program, boost of Foreign Estimates and publication of an initial Mineral Resource Estimate in H1-2025 for Joaquin;
G Mining’s plans to redesign CentroGold;
the update of CentroGold’s JORC compliant resource estimate to NI 43-101 disclosure;
the expected mine life, production and cash costs for Fifteen Mile Stream;
the use of existing infrastructure and equipment at Fifteen Mile Stream;
the receipt of a notice of intent in connection with the mine permitting amendment plan for Castle Mountain, and the anticipated timing thereof;
the work on the preliminary draft Environmental Impact Statement, the creation of a memorandum of understanding, for Castle Mountain and the timing thereof;
that the interest in the A&R Loan Facility will revert to a cash interest payment and the timing thereof;
the amount and timing of the attributable GEOs expected by the Company in 2024;
the availability of cash flows from the Wharf, Aranzazu, Tocantinzinho, La Guitarra, Endeavor, and 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;
Management’s Discussion and Analysis - Page 28
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024(Expressed in thousands of United States dollars, unless otherwise indicated, except for share, ounce, per ounce, and per share amounts)
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;
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;
Management’s Discussion and Analysis - Page 29
METALLA ROYALTY & STREAMING LTD.MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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 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;
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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