SCHEDULE: Tether Holdings Acquires 5.5% Stake in Metalla Royalty

Tether Holdings, S.A. de C.V. and its affiliates have disclosed an acquisition of 5.5% of Metalla Royalty & Streaming Ltd.'s common shares for investment purposes.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, the "Reporting Persons") have acquired 5,100,369 common shares of Metalla Royalty & Streaming Ltd.
• This acquisition represents 5.5% of Metalla Royalty & Streaming Ltd.'s outstanding common shares, based on 92,542,378 shares outstanding as of August 14, 2025.
• The shares were purchased through open market transactions using cash from working capital by Tether Investments, S.A. de C.V.
• The Reporting Persons state their intention to hold the shares for investment purposes and may increase or decrease their stake.
• They may engage with Metalla's board and management, and consider or propose extraordinary corporate transactions, including mergers, acquisitions, or changes to the company's business, governance, or capitalization.

Sentiment

Score: 7

Explanation: The filing indicates a significant strategic investment by a notable entity, Tether, into Metalla Royalty & Streaming. While Tether has a history of regulatory issues, the investment itself, coupled with the stated intent to potentially engage in strategic alternatives, could be viewed positively for Metalla's future prospects and share price. The acquisition of a 5.5% stake suggests a strong belief in the company's value, despite the potential for activist investor actions.

Positives

• A significant investment by Tether Holdings and its affiliates could signal confidence in Metalla Royalty & Streaming Ltd.'s future prospects.
• The acquisition of a 5.5% stake by a prominent entity like Tether could attract further investor interest in Metalla Royalty & Streaming Ltd.
• Tether's stated intention to potentially engage with Metalla's board and management could lead to strategic enhancements or value-creating transactions.

Negatives

• The past regulatory issues faced by Tether Holdings, including a $41 million CFTC penalty and an $18.5 million NYAG settlement, could raise concerns about the reporting persons' governance or compliance history.
• The potential for the Reporting Persons to propose or support extraordinary corporate transactions, including changes to the board or management, could introduce uncertainty or instability for Metalla Royalty & Streaming Ltd.

Risks

• Regulatory Scrutiny of Reporting Persons: Tether Holdings, S.A. de C.V. and its affiliates have a history of regulatory proceedings, including a $41 million civil monetary penalty from the U.S. Commodity Futures Trading Commission (CFTC) in October 2021 for alleged untrue or misleading statements regarding USDT backing.
• Legal Settlements: In February 2021, Tether and affiliated Bitfinex companies settled with the Office of the Attorney General of the State of New York (NYAG) for $18.5 million in penalties, agreeing to discontinue trading with New York persons/entities and submit to mandatory reporting.
• Potential for Activist Investor Actions: The Reporting Persons explicitly state they may seek to influence Metalla Royalty & Streaming Ltd.'s strategic direction, including proposing or supporting extraordinary corporate transactions, changes to the board or management, or alterations to the company's capitalization and governance.
• Investment Volatility: The Reporting Persons may increase or decrease their investment in Metalla Royalty & Streaming Ltd. based on various factors, which could lead to share price volatility.

Future Outlook

The Reporting Persons intend to hold their shares for investment purposes and may increase or decrease their stake. They plan to review their investment periodically and may engage with Metalla's board and management to evaluate or implement strategic alternatives, including potential extraordinary corporate transactions, changes in business operations, financial or governance matters, or changes to the board or management.

Management Comments

• "The Reporting Persons have acquired the Common Shares acquired to date for investment purposes, and may from time to time increase (through the acquisition of additional securities of the Issuer) or decrease (through the sale of all or a portion of the Common Shares) their investment in the Issuer."
• "The Reporting Persons intend to review the Reporting Persons' investments in the Issuer from time to time and, in the course of such review, the Reporting Persons may take any of the foregoing actions with respect to their investment in the Issuer, or make other decisions or take other actions with respect to the Issuer."
• "Such courses of action may involve, without limitation, the proposal of or support for extraordinary corporate transactions (including an acquisition, merger, reorganization or other similar transaction or liquidation) involving the Issuer or any of its subsidiaries."

Industry Context

This investment by Tether Holdings, known primarily for its stablecoin operations and investments in emerging technologies and Bitcoin mining, into a royalty and streaming company like Metalla Royalty & Streaming Ltd. suggests a diversification strategy into traditional asset classes, specifically the mining sector. It could indicate a broader trend of digital asset entities exploring tangible asset investments or seeking exposure to commodities.

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Holdings, S.A. de C.V. and affiliates, resulting in a $41 million civil monetary penalty for alleged untrue or misleading statements regarding USDT backing from June 2016 to February 2019.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a proceeding with Tether and affiliated Bitfinex companies, requiring $18.5 million in penalties, discontinuation of trading with New York persons/entities, and mandatory reporting on certain business functions.

Stakeholder Impact

• Shareholders: Potential for increased share price volatility due to a significant new investor and the possibility of future strategic actions or corporate transactions. Could benefit from potential value creation if Tether's engagement leads to positive changes.
• Management/Board: May face increased scrutiny or pressure from the new significant shareholder regarding strategic direction, operations, and governance.
• Employees: Potential for changes in business strategy or corporate structure if extraordinary corporate transactions are pursued.

Next Steps

• Reporting Persons may increase or decrease their investment in Metalla Royalty & Streaming Ltd.
• Reporting Persons may communicate with Metalla's board, management, or other stockholders.
• Reporting Persons may engage advisors to assist in reviewing their investment or making recommendations.
• Reporting Persons may propose or support extraordinary corporate transactions involving Metalla, including mergers, acquisitions, or changes to its business, governance, or capitalization.

Key Dates

Recommendation

The acquisition of a 5.5% stake by Tether Holdings is a notable event, signaling potential confidence in Metalla Royalty & Streaming Ltd. and possibly attracting further investor attention. However, Tether's past regulatory issues introduce a layer of complexity and potential governance concerns for the reporting entity. The stated intention to potentially engage in strategic alternatives, including corporate transactions or changes to management/board, creates both upside potential and uncertainty. Given these mixed signals, a 'hold' recommendation is appropriate, advising investors to monitor developments closely, particularly any communications between Tether and Metalla's management, and any proposed strategic changes. The investment is significant, but the implications are not yet fully clear or guaranteed to be positive for all shareholders.

Keywords

Metalla Royalty & Streaming, Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, Share acquisition, Royalty and streaming, Investment, Shareholder activism, Mining, Precious metals