METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in thousands of United States dollars)
 

        As at  
        September 30,       December 31,  
  Notes     2026       2025  
ASSETS                  
Current assets                  
Cash and cash equivalents     $ 13,450     $ 9,794  
Accounts receivable 3     6,483       4,379  
Prepaid expenses and other       809       1,259  
Total current assets       20,742       15,432  
                   
Non-current assets                  
Royalty, stream, and other interests 4     254,657       255,153  
Investment in Silverback       -       200  
Deferred income tax assets       61       81  
Right-of-use assets and other       690       -  
Total non-current assets       255,408       255,434  
TOTAL ASSETS     $ 276,150     $ 270,866  
                   
LIABILITIES AND EQUITY                  
LIABILITIES                  
Current liabilities                  
Trade and other payables     $ 1,977     $ 3,966  
Current acquisition payables 13     1,777       2,446  
Total current liabilities       3,754       6,412  
                   
Non-current liabilities                  
Revolving credit facility 5     12,435       12,176  
Lease liabilities       529       -  
Deferred income tax liabilities       508       525  
Total non-current liabilities       13,472       12,701  
Total liabilities       17,226       19,113  
                   
EQUITY                  
Share capital 8     314,420       310,465  
Reserves       14,700       14,371  
Deficit       (70,196 )     (73,083 )
Total equity       258,924       251,753  
TOTAL LIABILITIES AND EQUITY     $ 276,150     $ 270,866  

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 11, 2026.

Approved by the Board of Directors

"Brett Heath" Director   "Amanda Johnston" Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.



METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - Expressed in thousands of United States dollars, except for share and per share amounts)  
 

        Three months ended       Nine months ended  
        September 30,       September 30,       September 30,       September 30,  
  Notes     2026       2025       2026       2025  
                                   
Revenue from royalty interests 6   $ 4,940     $ 4,000     $ 13,228     $ 8,416  
Depletion on royalty interests 4     (560 )     (656 )     (1,394 )     (1,711 )
Gross profit       4,380       3,344       11,834       6,705  
                                   
General and administrative expenses 7     (1,553 )     (1,116 )     (4,526 )     (3,082 )
Share-based payments 8     (1,152 )     (768 )     (2,942 )     (2,159 )
Earnings from operations       1,378       1,460       4,069       1,464  
                                   
Share of net income of Silverback       -       53       48       126  
Interest expense  5     (314 )     (359 )     (964 )     (1,261 )
Finance charges  5     (38 )     (38 )     (145 )     (199 )
Loss on extinguishment of convertible loan facility 5     -       -       -       (738 )
Foreign exchange loss       (36 )     (78 )     (114 )     (491 )
Other income (expenses)       812       (35 )     1,148       (207 )
Earnings (loss) before income taxes       2,099       1,003       4,339       (1,306 )
Current income tax expense       (494 )     (300 )     (1,449 )     (513 )
Deferred income tax expense       (52 )     (74 )     (3 )     (19 )
Net income (loss) and comprehensive income (loss)     $ 1,553     $ 629     $ 2,887     $ (1,838 )
                                   
Earnings (loss) per share - basic and diluted     $ 0.02     $ 0.01     $ 0.03     $ (0.02 )
Weighted average number of shares outstanding:                                  
Basic 9     93,709,073       92,543,216       93,459,145       92,101,579  
Diluted 9     95,967,838       94,680,847       95,593,354       92,101,579  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.



METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in thousands of United States dollars)
 

        Nine months ended  
        September 30,       September 30,  
  Notes     2026       2025  
CASH FLOWS FROM OPERATING ACTIVITIES                  
Net income (loss)     $ 2,887     $ (1,838 )
Items not affecting cash:                  
Depletion 4     1,394       1,711  
Interest expense       964       1,261  
Finance charges       145       199  
Share-based payments       2,942       2,159  
Share of net income of Silverback       (48 )     (126 )
Loss on extinguishment of convertible loan facility 5     -       738  
Income tax expense       1,452       532  
Unrealized foreign exchange loss       117       482  
Other       (262 )     155  
        9,591       5,273  
                   
Income taxes paid       (902 )     (192 )
                   
Changes in non-cash working capital items:                  
Accounts receivable       (2,103 )     (840 )
Prepaid expenses and other       701       12  
Trade and other payables       (2,540 )     (953 )
Net cash provided by operating activities       4,747       3,300  
                   
CASH FLOWS FROM INVESTING ACTIVITIES                  
Settlement of acquisition payables       (1,620 )     -  
Dividends received from Silverback       248       217  
Purchase of furniture and fixtures       (142 )     -  
Net cash provided by (used in) investing activities       (1,514 )     217  
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
Proceeds from exercise of stock options       1,341       -  
Draw down on revolving credit facility 5     -       13,100  
Settlement of convertible loan facility 5     -       (11,919 )
Interest paid       (660 )     (1,532 )
Finance charges paid 5     (145 )     (1,781 )
Net cash provided by (used in) financing activities       536       (2,132 )
                   
Effect of exchange rate changes on cash and cash equivalents       (113 )     7  
                   
Changes in cash and cash equivalents during period       3,656       1,392  
Cash and cash equivalents, beginning of period       9,794       9,717  
Cash and cash equivalents, end of period     $ 13,450     $ 11,109  

Supplemental disclosure with respect to cash flows (Note 11)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.



METALLA ROYALTY & STREAMING LTD.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited - Expressed in thousands of United States dollars, except for share amounts)
 

     Number of          Share                          Total   
     Shares         Capital         Reserves         Deficit         Equity   
Balance as at December 31, 2024   92,076,438     $ 307,848     $ 13,021     $ (68,842 )   $ 252,027  
Conversion of loan payable   412,088       1,043       -       -       1,043  
Shares issued on exercise of stock options   22,860       71       (71 )     -       -  
Shares issued on vesting of restricted share units   50,000       224       (224 )     -       -  
Share-based payments - stock options   -       -       787       -       787  
Share-based payments - restricted share units   -       -       1,372       -       1,372  
Loss for the period   -       -       -       (1,838 )     (1,838 )
Balance as at September 30, 2025   92,561,386     $ 309,186     $ 14,885     $ (70,680 )   $ 253,391  
                                       
                                       
    Number of       Share                       Total  
    Shares       Capital       Reserves       Deficit       Equity  
Balance as at December 31, 2025   92,899,448     $ 310,465     $ 14,371     $ (73,083 )   $ 251,753  
Shares issued on exercise of stock options   788,492       2,612       (1,270 )     -       1,342  
Shares issued on vesting of restricted share units   435,394       1,343       (1,343 )     -       -  
Share-based payments - stock options   -       -       825       -       825  
Share-based payments - restricted share units   -       -       2,117       -       2,117  
Income for the period   -       -       -       2,887       2,887  
Balance as at September 30, 2026   94,123,334     $ 314,420     $ 14,700     $ (70,196 )   $ 258,924  

The accompanying notes are an integral part of these condensed interim consolidated financial statements.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

1. NATURE OF OPERATIONS

Metalla Royalty & Streaming Ltd. ("Metalla" or the "Company"), incorporated in British Columbia, Canada, is a precious metals royalty and streaming company, which engages in the acquisition and management of gold, silver, and copper royalties, streams, and similar production-based interests. The Company's common shares ("Common Shares") are listed on the TSX Venture Exchange ("TSX-V") under the symbol "MTA" and on the NYSE American ("NYSE") under the symbol "MTA". The head office and principal address is 605 - 200 Burrard Street, Vancouver, British Columbia, Canada.

The Company has incurred a cumulative deficit to date of $70.2 million as at September 30, 2026, and in prior years has had losses from operations for multiple years. Management expects that its cash balance, cash flows from operating activities, and available credit facilities will be sufficient to fund the operations of the Company for at least twelve months from the date of this report. Continued operations of the Company are dependent on the Company's ability to generate positive cash flow in the future, receive continued financial support, and/or complete external financing.

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

(a) Statement of Compliance

These condensed interim consolidated financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting. These condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2025.

(b) Basis of Preparation and Measurement

These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments, which have been measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

These condensed interim consolidated financial statements are presented in United States dollars, which is the Company's functional currency, and all values are rounded to the nearest thousand United States dollars except as otherwise indicated.

The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. Information about significant areas of estimation uncertainty and judgments made by management in preparing the condensed interim consolidated financial statements are unchanged from those disclosed in the Company's most recent annual consolidated financial statements for the year ended December 31, 2025.

(c) Change in Accounting Policy

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's most recent annual consolidated financial statements for the year ended December 31, 2025, except for the change as discussed below.

The Company adopted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures effective January 1, 2026. These amendments include clarifications to the derecognition requirements for financial liabilities settled through electronic payment systems, additional guidance on the classification of financial assets with contingent features, and additional disclosure requirements for financial instruments. The Company also adopted Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 effective January 1, 2026. There was no material impact to the financial statements from the adoption of these new accounting standards.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONT'D…)

(d) Future Changes to Accounting Policies

Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for the three and nine months ended September 30, 2026, and have not been early adopted by the Company. New and amended accounting standards that are not applicable to the Company have been excluded from this note. The Company is currently assessing the impact of IFRS 18 - Presentation and Disclosure in Financial Statements ("IFRS 18").

IFRS 18 introduces categories and defined subtotals in the statement of profit or loss, disclosures on management defined performance measures ("MPMs"), and requirements to improve the aggregation and disaggregation of information in the financial statements. Amendments to IAS 7 Statement of Cash Flows were issued concurrently as a result of the new subtotals introduced in the statement of profit or loss. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, and is to be applied retrospectively, with early adoption permitted.

The adoption of IFRS 18 will reshape the presentation of the Company's financial statements, including the statement of comprehensive income and statement of cash flows. The standard requires all income and expenses to be classified into the categories of operating, investing and financing in the consolidated statement of comprehensive income.

IFRS 18 will require additional note disclosures such as for MPMs where certain non-IFRS performance measures, representing subtotals of income and expenses, are used in public communications. The Company is monitoring pronouncements from both the IASB and the regulators and continuing to evaluate the detailed impact of IFRS 18 on the Company's financial statement presentation, disclosures, and internal controls.

3. ACCOUNTS RECEIVABLE

    As at  
    September 30,       December 31,  
    2026       2025  
Royalty and stream receivables $ 5,666     $ 4,312  
GST and other recoverable taxes   817       33  
Other receivables   -       34  
Total accounts receivable $ 6,483     $ 4,379  


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

4. ROYALTY, STREAM, AND OTHER INTERESTS

    Producing       Development       Exploration          
    Assets       Assets       Assets       Total  
As at December 31, 2024 $ 26,014     $ 221,484     $ 7,804     $ 255,302  
Côté-Gosselin acquisition   -       2,437       -       2,437  
Depletion   (2,240 )     -       -       (2,240 )
Reclassifications and other(1)   1,785       (1,785 )     (346 )     (346 )
As at December 31, 2025 $ 25,559     $ 222,136     $ 7,458     $ 255,153  
Hoyle Pond milestone amount   -       898       -       898  
Depletion   (1,394 )     -       -       (1,394 )
Reclassifications   10,942       (10,942 )     -       -  
As at September 30, 2026 $ 35,107     $ 212,092     $ 7,458     $ 254,657  
                               
Historical cost $ 48,737     $ 216,865     $ 7,507     $ 273,109  
Accumulated depletion and impairments $ (13,630 )   $ (4,773 )   $ (49 )   $ (18,452 )

(1) During the year ended December 31, 2025, the Company wrote off an exploration asset in its entirety for $0.3 million.

(a) During the nine months ended September 30, 2026, the Company completed the following transaction:

Hoyle Pond Milestone Amount

During the nine months ended September 30, 2026, a contractual milestone payment associated with the Company's interest in the Hoyle Pond Extension property was achieved, resulting in a payment obligation of C$1.0 million to the counterparty. The original purchase agreement had further contingent milestone payments totalling C$6.5 million associated with the Hoyle Pond, Timmins West Extension, and the DeSantis mine that would become payable by the Company upon the achievement of specific milestones at each of the underlying properties. Upon achievement of the first milestone at Hoyle Pond, the Company reached an agreement with the counterparty whereby all current and future milestone payments related to Hoyle Pond, Timmins West Extension, and the DeSantis mine have been eliminated and in exchange Metalla will make a payment in cash of C$1.25 million ($0.9 million). In May 2026, C$0.5 million ($0.4 million) of the C$1.25 million was paid in cash, with the remaining amount expected to be paid by the end of 2026.

Reclassification

During the nine months ended September 30, 2026, the Company reclassified Amalgamated Kirkland from development assets to producing assets and commenced depletion as Agnico Eagle Mines Ltd. announced that it had begun trucking and processing ore from the Amalgamated Kirkland deposit.

During the nine months ended September 30, 2026, the Company reclassified Côté-Gosselin and La Parrilla from development assets to producing assets and commenced depletion as Metalla received inaugural cash flows from Côté-Gosselin and La Parrilla.

(b) During the year ended December 31, 2025, the Company completed the following transactions:

Acquisition

On October 31, 2025, the Company completed the acquisition of a further 0.15% interest in the Côté-Gosselin Net Smelter Return ("NSR") royalty for C$3.4 million ($2.4 million) in cash, bringing Metalla's total ownership on the Côté-Gosselin NSR royalty to 1.50%.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

4. ROYALTY, STREAM, AND OTHER INTERESTS (CONT'D…)

Reclassification

During the year ended December 31, 2025, the Company reclassified Endeavor from development assets to producing assets and commenced depletion because of the restart of the Endeavor mine.

5. LOANS PAYABLE

    Revolving       Convertible          
    Credit Facility       Loan Facility       Total  
As at December 31, 2024 $ -     $ 12,693     $ 12,693  
Draw down on revolving credit facility   13,100       -       13,100  
Transaction costs   (1,084 )     -       (1,084 )
Interest and accretion expense   628       772       1,400  
Principal repayment   -       (11,919 )     (11,919 )
Conversion   -       (1,043 )     (1,043 )
Extinguishment of loan facility   -       738       738  
Interest payment   (305 )     (1,300 )     (1,605 )
Accrued fees payment   -       (536 )     (536 )
Foreign exchange adjustments   -       501       501  
Fair value adjustment of derivative portion   -       94       94  
As at December 31, 2025(1) $ 12,339     $ -     $ 12,339  
Interest and accretion expense   892       -       892  
Interest payment   (631 )     -       (631 )
As at September 30, 2026 $ 12,600     $ -     $ 12,600  
Less: Accrued interest included in accounts payable   (165 )     -       (165 )
As at September 30, 2026 $ 12,435     $ -     $ 12,435  

(1) The closing balance at December 31, 2025, includes $0.2 million of accrued interest included in accounts payable.

Revolving Credit Facility

On June 24, 2025, Metalla entered into a definitive agreement with the Bank of Montreal ("BMO") and National Bank Financial ("NBF") for a revolving credit facility of $40.0 million (the "RCF"), with an accordion feature for an additional $35.0 million of availability option, subject to certain conditions, to increase the facility to $75.0 million. Upon close, the Company drew down $13.1 million from the RCF and incurred transaction costs of $1.1 million which will be amortized over the term of the loan.

The RCF is available to finance acquisitions and investments, and for general corporate purposes. The RCF has a maturity date of June 24, 2028, which is extendable annually for one year on the mutual agreement of Metalla, BMO, and NBF. Drawdowns under the RCF can either be USD base rate advances which will bear an interest rate equal to a base rate plus applicable margin, or can be term benchmark advances which will bear an interest rate equal to the Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of 0.10%, plus an applicable margin of 2.50% to 3.50% per annum depending on the Company's net leverage ratio.  The undrawn portion of the RCF is subject to a standby fee of 0.56% to 0.79% per annum depending on the Company's net leverage ratio.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

5. LOANS PAYABLE (CONT'D…)

The RCF is subject to standard conditions and covenants which include a net leverage ratio, an interest coverage ratio, and a minimum liquidity amount. The Company was in full compliance with all covenants as at September 30, 2026. The RCF is secured by a first-ranking security interest over all present and future property and assets of the Company and its material subsidiaries.

For the three months ended September 30, 2026, the Company recognized interest expenses associated with the RCF of $0.3 million (September 30, 2025 - $0.3 million), and recognized finance charges of less than $0.1 million (September 30, 2025 - less than $0.1 million) related to standby fees associated with the RCF.

For the nine months ended September 30, 2026, the Company recognized interest expenses associated with the RCF of $0.9 million (September 30, 2025 - $0.3 million), and recognized finance charges of $0.1 million (September 30, 2025 - less than $0.1 million) related to standby fees associated with the RCF.

As at September 30, 2026, the amount drawn on the RCF was $13.1 million, the availability under the RCF was $26.9 million, and the transaction costs, net of accumulated amortization were $0.7 million.

Convertible Loan Facility

In March 2019, the Company entered into a convertible loan facility (the "Loan Facility") with Beedie Investments Ltd. ("Beedie") to fund acquisitions of royalties and streams, which was subsequently amended from time to time. The Loan Facility bore interest on amounts advanced and a standby fee on funds available. Funds advanced were convertible into Common Shares at Beedie's option, with the conversion price determined at the date of each drawdown or at the conversion date (in the case of the conversion of accrued and unpaid interest). The Loan Facility was secured by certain assets of the Company.

Effective December 1, 2023, Metalla and Beedie entered into an amended and restated convertible Loan Facility agreement to amend and restate ‎the‎ loan facility (the "A&R Loan Facility"). Pursuant to the A&R Loan Facility, the parties agreed to among other things, increase ‎the A&R Loan Facility from C$25.0 million to C$50.0 million, amend the conversion price of the principal amount outstanding of C$16.4 million to a conversion price of C$6.00 per share, amend the conversion price of any accrued and unpaid interest to a conversion price equal to the market price of the shares of Metalla at the time of conversion, and have any accrued and unpaid fees to not be convertible into Common Shares.

On June 24, 2025, concurrent with the closing of the RCF, the Company fully repaid and retired the A&R Loan Facility.  The final payments to Beedie included a repayment of the principal balance outstanding of C$16.4 million plus C$0.7 million in accrued interest and standby fees.  In connection with the retirement of the A&R Loan Facility, certain assets secured by Beedie were released and there are no further amounts due under the A&R Loan Facility.

On June 24, 2025, upon retirement of the A&R Loan Facility, the Company recorded a $0.7 million loss on extinguishment, which represents the difference between the carrying amount of the A&R Loan Facility on the retirement date and the amount that was paid to retire the A&R Loan Facility.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

6. REVENUE

    Three months ended       Nine months ended  
    September 30,       September 30,       September 30,       September 30,  
    2026       2025       2026       2025  
Tocantinzinho $ 1,378     $ 1,246     $ 3,871     $ 3,022  
Aranzazu   845       632       2,201       1,676  
Endeavor   890       804       2,581       804  
Wharf   869       944       2,981       2,220  
La Guitarra   137       112       488       294  
La Encantada   134       102       390       237  
Amalgamated Kirkland   251       -       278       -  
La Parrilla   303       -       303       -  
Côté-Gosselin    31       -       31       -  
Other(1)   -       58       -       58  
Total royalty revenue   4,838       3,898       13,124       8,311  
Other fixed royalty payments   102       102       104       105  
Total revenue $ 4,940     $ 4,000     $ 13,228     $ 8,416  

(1) During three and nine months ended September 30, 2025, the Company received a small amount of revenue from Plomosas related to the test mining of a bulk sample.

7. GENERAL AND ADMINISTRATIVE EXPENSES

    Three months ended       Nine months ended  
    September 30,       September 30,       September 30,       September 30,  
    2026       2025       2026       2025  
Compensation and benefits $ 506     $ 503     $ 1,592     $ 1,472  
Corporate administration   535       357       1,610       872  
Professional fees   468       223       1,131       589  
Listing and filing fees   44       33       193       149  
Total general and administrative expenses $ 1,553     $ 1,116     $ 4,526     $ 3,082  

8. SHARE CAPITAL

Authorized share capital consists of an unlimited number of Common Shares without par value.

(a) Issued Share Capital

As at September 30, 2026, the Company had 94,123,334 Common Shares issued and outstanding (December 31, 2025 - 92,899,448).

During the nine months ended September 30, 2026, the Company issued 1,223,886 Common Shares related to the vesting of restricted shares units ("RSUs") and the exercise of stock options.

During the year ended December 31, 2025, the Company:


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

8. SHARE CAPITAL (CONT'D…)

(b) Stock Options

The Company has adopted a stock option plan approved by the Company's shareholders. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for RSUs. The plan allows for a cash-less broker exercise, or a net exercise on some of the Company's stock options upon vesting, both of which are subject to approval from the Company's Board of Directors. The vesting terms, if any, are determined by the Company's Board of Directors at the time of the grant.

The continuity of stock options for the nine months ended September 30, 2026, was as follows:

    Weighted           
    Average          
    Exercise Price       Number  
    (C$)       Outstanding  
As at December 31, 2024 $ 7.02       2,883,207  
Granted   4.41       955,000  
Exercised(1)   4.46       (157,500 )
Expired   10.00       (698,750 )
Forfeited   4.26       (17,500 )
As at December 31, 2025 $ 5.63       2,964,457  
Granted   9.88       475,700  
Exercised(1)   5.55       (1,104,600 )
Expired   11.73       (310,000 )
Forfeited   6.72       (81,400 )
As at September 30, 2026 $ 5.70       1,944,157  

(1) During the nine months ended September 30, 2026, 713,100 stock options were exercised on a net exercise basis with a total of 396,992 Common Shares issued for the exercise (2025 - 157,500 and 78,262, respectively). The weighted average share price on the exercise date of all stock options exercised during the nine months ended September 30, 2026, was C$13.50 (2025 - C$9.25).

During the nine months ended September 30, 2026, the Company granted 475,700 stock options (December 31, 2025 - 955,000) with a weighted-average exercise price of C$9.88 (December 31, 2025 - C$4.41) and a grant date fair value of $1.3 million or $2.69 per option (December 31, 2025 - $1.1 million or $1.19 per option). The fair value of the stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:

    Nine months       Twelve months  
    ended       ended  
    September 30,        December 31,   
    2026       2025  
Risk free interest rate   2.41%       2.79%  
Expected dividend yield   0%       0%  
Expected stock price volatility   50%       51%  
Expected life in years   3.25       3.25  
Forfeiture rate    0%        0%  


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

8. SHARE CAPITAL (CONT'D…)

For the three and nine months ended September 30, 2026, in accordance with the vesting terms of the stock options granted, the Company recorded charges to share-based payments expense of $0.3 million and $0.8 million, respectively (September 30, 2025 - $0.3 million and $0.8 million), with offsetting credits to reserves. As at September 30, 2026, the weighted average remaining life of the stock options outstanding was 2.98 years (December 31, 2025 - 2.64 years).

The Company's outstanding and exercisable stock options as at September 30, 2026, and their expiry dates are as follows:

      Exercise Price       Number       Number  
Expiry Date     (C$)       Outstanding       Exercisable  
July 20, 2027   $ 4.33       30,000       30,000  
August 16, 2027   $ 5.98       180,000       180,000  
February 22, 2028   $ 4.12       100,357       100,357  
December 28, 2028   $ 4.05       390,000       390,000  
July 23, 2029   $ 4.14       80,000       80,000  
February 20, 2030   $ 4.41       722,500       297,000  
February 12, 2031   $ 9.88       441,300       -  
              1,944,157       1,077,357  

(c) Restricted Share Units

The Company has adopted an RSU plan approved by the Company's shareholders. The maximum number of RSUs that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for stock options. The vesting terms are determined by the Company's Board of Directors at the time of issuance, the standard vesting terms have one-half vest in one year and one-half vest in two years. The Company's RSUs are equity-settled.

The continuity of RSUs for the nine months ended September 30, 2026, was as follows:

    Number  
    Outstanding  
As at December 31, 2024   897,660  
Granted   525,788  
Settled   (332,660 )
Forfeited   (8,750 )
As at December 31, 2025   1,082,038  
Granted   595,175  
Settled   (435,394 )
Forfeited   (52,959 )
As at September 30, 2026   1,188,860  

For the three and nine months ended September 30, 2026, in accordance with the vesting terms of the RSUs granted, the Company recorded charges to share-based payments expense of $0.9 million and $2.1 million, respectively (September 30, 2025 - $0.5 million and $1.4 million), with offsetting credits to reserves.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

9. EARNINGS PER SHARE ("EPS")

Diluted earnings per share is calculated using the treasury method which assumes that outstanding stock options, with exercise prices that are lower than the average market price of the Common Shares for the relevant period, are exercised and the proceeds are used to purchase shares of the Company at the average market price of the common shares for the relevant period.

Diluted EPS is calculated based on the following weighted average number of shares outstanding:

    Three months ended       Nine months ended  
    September 30,       September 30,       September 30,       September 30,  
    2026       2025       2026       2025  
Basic weighted average number of shares outstanding   93,709,073       92,543,216       93,459,145       92,101,579  
Dilutive effect of RSUs   1,188,860       1,364,698       1,188,860       -  
Dilutive effect of stock options   1,069,905       772,933       945,349       -  
Diluted weighted average number of shares outstanding    95,967,838        94,680,847        95,593,354        92,101,579  

As a result of the net loss for the nine months ended September 30, 2025, all potentially dilutive common shares were antidilutive for the period and thus diluted loss per share is equal to the basic loss per share.

10. RELATED PARTY TRANSACTIONS AND BALANCES

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

    Three months ended       Nine months ended  
    September 30,       September 30,       September 30,       September 30,  
    2026       2025       2026       2025  
Salaries and fees $ 370     $ 345     $ 1,088     $ 1,006  
Share-based payments   1,037       642       2,652       1,775  
Total related party expenses $ 1,407     $ 987     $ 3,740     $ 2,781  

As at September 30, 2026, the Company had $Nil (December 31, 2025 - $1.8 million) due to directors and management related to remuneration and expense reimbursements. As at September 30, 2026, the Company had $Nil (December 31, 2025 - $Nil) due from directors and management.

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant Non-Cash Investing and Financing Activities

During the nine months ended September 30, 2026, the Company:

a) recognized a right-of-use asset and corresponding lease liability of $0.6 million;

b) reallocated $1.3 million from reserves for 435,394 RSUs that settled; and

c) reallocated $1.3 million from reserves for 1,104,600 stock options exercised.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

11. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (CONT'D…)

During the nine months ended September 30, 2025, the Company:

a) issued 412,088 Common Shares, valued at $1.0 million, for the conversion of a portion of the accrued interest from the A&R Loan Facility;

b) reallocated $0.2 million from reserves for 50,000 RSUs that settled; and

c) reallocated $0.1 million from reserves for 57,500 stock options exercised.

12. FINANCIAL INSTRUMENTS

The Company classified its financial instruments as follows:

    As at  
    September 30,       December 31,  
    2026       2025  
Financial assets              
Amortized cost:              
Cash and cash equivalents $ 13,450     $ 9,794  
Royalty and stream receivables   5,666       4,312  
Other receivables   817       67  
Fair value through profit or loss:              
Marketable securities   532       260  
Total financial assets $ 20,465     $ 14,433  
               
Financial liabilities              
Amortized cost:              
Trade and other payables $ 1,977     $ 3,966  
Revolving credit facility   12,435       12,176  
Acquisition payables   1,777       2,446  
Total financial liabilities $ 16,189     $ 18,588  

Fair Value

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

a) Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

b) Level 2 - Inputs other than quoted prices that are observable for assets or liabilities, either directly or indirectly; and

c) Level 3 - Inputs for assets and liabilities that are not based on observable market data.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

There were no transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2026, and the year ended December 31, 2025.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

12. FINANCIAL INSTRUMENTS (CONT'D…)

Cash and cash equivalents, accounts receivables (royalty and stream receivables, and other receivables), accounts payable (trade and other payables) and acquisition payables, are carried at amortized cost. Their carrying value approximated their fair value because of the short-term nature of these instruments or because they reflect amounts that are receivable to the Company without further adjustments.

The RCF is also carried at amortized cost. The fair value of the RCF is a Level 2 fair value measurement because its applicable interest rate includes an adjustment based on the Company's net leverage ratio and a credit spread (Note 5). As at September 30, 2026, the fair value of the RCF was $11.6 million (December 31, 2025 - $11.4 million).

Marketable securities are carried at fair value and are classified within Level 1 of the fair value hierarchy. Marketable securities are included in prepaid expenses and other on the Company's statement of financial position.

In prior periods, the Company had derivative loan liabilities embedded in the A&R Loan Facility that were carried at fair value and were classified within Level 3 of the fair value hierarchy, with the retirement of the A&R Loan Facility on June 24, 2025, the Company no longer has any derivative loan liabilities.

Capital Risk Management

The Company's objectives when managing capital are to provide shareholder returns through maximization of the profitable growth of the business and to maintain a degree of financial flexibility relevant to the underlying operating and metal price risks while safeguarding the Company's ability to continue as a going concern. The capital of the Company consists of share capital. The Board of Directors does not establish a quantitative return on capital criteria for management. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company may issue new shares in order to meet its financial obligations. The management of the Company believes that the capital resources of the Company as at September 30, 2026, are sufficient for its present needs for at least the next twelve months. The Company is not subject to externally imposed capital requirements.

Credit Risk

Credit risk arises from cash deposits, as well as credit exposures to counterparties of outstanding receivables and committed transactions. There is no significant concentration of credit risk other than cash deposits. The Company's cash deposits are primarily held with a Canadian chartered bank. Receivables include value added tax due from the Canadian government. The carrying amount of financial assets recorded in the financial statements represents the Company's maximum exposure to credit risk. The Company believes it is not exposed to significant credit risk and overall, the Company's credit risk has not significantly changed from the prior year.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk by continuing to monitor forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support the Company's normal operating requirements on an ongoing basis and its development plans. The Company strives to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from royalty and stream interests, its cash on-hand, and its committed liabilities. The maturities of the Company's loan liabilities are disclosed in Note 5. All current liabilities are settled within one year.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

12. FINANCIAL INSTRUMENTS (CONT'D…)

Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company primarily operates in Canada, Australia, Mexico, and the United States and incurs expenditures in currencies other than United States dollars. Thereby, the Company is exposed to foreign exchange risk arising from currency exposure. The Company has not hedged its exposure to currency fluctuations. Based on the above net exposure, as at September 30, 2026, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the United States dollar against the Canadian dollar, Australian dollar, and Mexican peso would result in an increase/decrease in the Company's pre-tax income of less than $0.1 million.

Interest Rate Risk

Interest rate risk is the risk that the fair value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. The only financial instrument that is subject to interest rate risk is the RCF (Note 5), which bears a variable interest rate when drawn. The undrawn portion of the RCF is subject to standby charges. There is no significant impact on the Company's pre-tax income with a 1% increase or decrease in the interest rate charged on the RCF as at September 30, 2026.

Commodity Price Risk

The Company's royalties, streams, and other interests are subject to fluctuations from changes in market prices of the underlying commodities. The market prices of gold, copper, and silver are the primary drivers of the Company's profitability and ability to generate free cash flow. All of the Company's future revenue is not hedged in order to provide shareholders with full exposure to changes in the market prices of these commodities.

13. COMMITMENTS

As at September 30, 2026, the Company had the following contractual obligations, including interest:

    Less than       1 to       Over          
    1 year       3 years       3 years       Total  
Trade and other payables $ 1,977     $ -     $ -     $ 1,977  
Loans payable(1)   809       14,046       -       14,855  
Payments related to acquisition of royalties(2)(3)   1,777       -       -       1,777  
Lease liabilities   70       144       517       731  
Total commitments $ 4,633     $ 14,190     $ 517     $ 19,340  

(1) Payments required to be made on the RCF based on the closing balance, applicable interest rate, and availability under the RCF as at September 30, 2026.

(2) Cash payment of $1.25 million required for the royalty on the Lama project in January 2027.

(3) Payment of $0.5 million (C$0.75 million) in cash required for a milestone payment under the Hoyle Pond Extension property (Note 4).

In addition to the commitments above, the Company could in the future have additional commitments payable in cash and/or shares related to the acquisition of royalty and stream interests. However, these payments are subject to certain triggers or milestone conditions that have not been met as at September 30, 2026.


METALLA ROYALTY & STREAMING LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
(Unaudited - Expressed in thousands of United States dollars, unless otherwise indicated, except for share, and per share amounts)
 

14. SEGMENTED INFORMATION

The Company operates in one industry and has one reportable operating segment, consisting of acquiring and managing gold, silver, and copper royalties, streams, and similar production-based interests, which is managed and reviewed by the Company's CEO who is the chief operating decision maker.

Revenue by geographical region includes revenues earned from royalties and streams and is determined by the geographic area of the mining operations giving rise to the royalty revenue. The Company's revenue by geographical area during the three and nine months ended September 30, 2026, and 2025 was as follows:

    Three months ended       Nine months ended  
    September 30,       September 30,       September 30,       September 30,  
    2026       2025       2026       2025  
Revenue by geographical region:                              
Australia $ 890     $ 804     $ 2,581     $ 804  
Brazil   1,378       1,246       3,871       3,022  
Canada   282       -       309       -  
Mexico   1,419       904       3,382       2,265  
USA   971       1,046       3,085       2,325  
Total revenue $ 4,940     $ 4,000     $ 13,228     $ 8,416  

The geographical region of royalties, streams, and other mining interests are determined by the geographic area of the mining operations related to the royalties, streams and other mining interests. As at September 30, 2026, and December 31, 2025, non-current assets were located in the following geographical regions:

    As at  
    September 30,       December 31,  
    2026       2025  
Non-current assets by geographical region:              
Argentina $ 41,711     $ 41,711  
Australia   6,918       6,974  
Brazil   14,577       15,067  
Canada   41,866       40,303  
Chile   62,419       62,419  
Mexico   48,180       48,875  
USA   39,634       39,782  
Other   103       303  
Total non-current assets $ 255,408     $ 255,434