Metalla Royalty & Streaming Ltd.

Background

The Corporation adopted a 10% "rolling" stock option plan, which was approved by the Shareholders at its annual meetings since February 2004 (the "Original Plan"). In 2017, the Corporation replaced the Original Plan with a share compensation plan (the "2017 Share Compensation Plan"), and in 2019 replaced the 2017 Share Compensation Plan with a new share compensation plan (the "2019 Share Compensation Plan").

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On May 6, 2022, the Board approved the replacement of the 2019 Share Compensation Plan with a new share compensation plan (the "2022 Share Compensation Plan") to comply with certain amendments made by the TSXV to its policies regarding security based compensation. The 2022 Share Compensation Plan was subsequently approved by the TSXV and by the Shareholders at the annual meeting held on June 22, 2022.

On May 11, 2023, following comments of the TSXV, the Board implemented certain administrative changes to the 2022 Share Compensation Plan, which did not require Shareholder approval pursuant to the TSXV policies. The amended 2022 Share Compensation Plan (the**"Current Share Compensation Plan**") was subsequently approved by the Shareholders at the annual meeting held on June 27, 2023. A copy of the Current Share Compensation Plan is attached to the Corporation's management information circular dated May 23, 2023.

The policies of the TSXV provide that, where a corporation has a rolling security-based compensation plan in place, it must seek shareholder approval for such plan annually. Shareholders are being asked at the Meeting to approve and ratify the Current Share Compensation Plan. Please refer to the section below entitled "Particulars of Matters to be Acted Upon - Approval of Current Share Compensation Plan" for details.

The Current Share Compensation Plan is a 10% "rolling" plan, pursuant to which the number of Common Shares which may be issued pursuant to RSUs and options to purchase Common Shares (the "Options") governed under the Current Share Compensation Plan, together with the Replacement Options granted in exchange for the Nova Options originally granted under the Nova Plan, is a maximum of 10% of the issued and outstanding Common Shares at the time of the grant.

The Current Share Compensation Plan provides that the Board may from time to time, in its discretion, grant to the Eligible Person (as such term is defined below) selected by the Administrators (as such term is defined below) to participate the Current Share Compensation Plan (each, a "Participant"), who may include participants who are citizens or residents of the United States (each, a "US Participant"), with the opportunity, through RSUs and Options, to acquire an ownership interest in the Corporation.

The purpose of the Current Share Compensation Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

The RSUs will rise and fall in value based on the value of the Common Shares. Unlike the Options, the RSUs will not require the payment of any monetary consideration to the Corporation. Instead, each RSU represents a right to receive one Common Share or a lump sum payment in cash following the attainment of vesting criteria determined by the Administrators at the time of the award (subject to TSXV policies). See "Restricted Share Units - Vesting Provisions" below. The Options, on the other hand, are rights to acquire Common Shares upon payment of monetary consideration (i.e., the exercise price), subject also to vesting criteria determined at the time of the grant. See "Options - Vesting Provisions" below.

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