The Metals Royalty Company (TMCR) Registration filing summary

Company overview and business model

• Focuses on acquiring and managing royalties, streams, and similar interests in critical metals and minerals, supporting North American mineral security and industrial growth.

• Operates a royalty-based model, minimizing operational, development, and environmental risks while providing exposure to commodity upside.

• Holds two principal royalty interests: a 2.0% gross overriding royalty on the NORI Property (polymetallic nodules in the Pacific) and a 2.0% indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets from the Mesabi Property in Minnesota.

• Both assets are in development stage and not yet in commercial production; no royalty revenue has been received to date.

• Strategy includes leveraging industry relationships and policy tailwinds to acquire additional royalties across the critical metals value chain.

Financial performance and metrics

• As of June 30, 2026, cash position was $19.1 million (as adjusted for recent transactions).

• Outstanding indebtedness includes $140 million in 8.00% Convertible Senior Secured Second Lien Notes due 2031 and a $25 million senior secured first lien term loan.

• Shareholders’ equity as of June 30, 2026, was $141.9 million (as adjusted).

• No royalty revenue has been generated; the company has a history of operating losses and may not achieve profitability until assets reach production.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling securityholders.

• May receive up to $4.33 million if all warrants are exercised for cash, intended for general corporate purposes.

• Recent capital allocation includes acquisition of additional Mesabi royalty interest and repayment of prior loan facilities.