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 price upside.

• Core asset is a 2.0% gross overriding royalty on the NORI Property, a polymetallic nodule project in the Clarion-Clipperton Zone (CCZ) of the Pacific Ocean, currently in development and not yet producing.

• The NORI Royalty was acquired in 2023 for $5 million in cash and 13.9 million shares (25.15% of outstanding shares) from The Metals Company.

• The company does not operate or develop properties directly and relies on third-party operators for project advancement.

Financial performance and metrics

• No royalty revenue has been received to date; the NORI Property is not yet in commercial production.

• For the year ended December 31, 2024: operating expenses were $1.2 million, operating loss was $1.2 million, and net loss from continuing operations was $0.86 million.

• As of September 30, 2025, cash was $10.6 million, with total assets of $31.5 million and shareholders' equity of $29.8 million.

• The company completed a spin-out of its oil and gas royalty business in December 2025, resulting in a gain of $5.8 million recognized in discontinued operations.

• Raised $12.1 million from share issuances and $15.7 million from subscription receipts (held in escrow pending listing approval) in late 2025.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by registered shareholders in the direct listing.

• Proceeds from recent share issuances and subscription receipts are intended to fund operations and future royalty acquisitions; access to escrowed funds is contingent on successful Nasdaq listing by March 31, 2026.

• Plans to fund future acquisitions through equity or debt offerings as needed.