The Metals Royalty Company (TMCR) Registration filing summary

Company overview and business model

• Operates as a royalty company focused on critical metals and minerals, acquiring and managing royalties, streams, and similar interests in North America and allied jurisdictions.

• Business model targets long-term cash flows and commodity upside from large-scale, strategically significant assets, while minimizing operational, development, and environmental risks.

• Portfolio includes a 2.0% gross overriding royalty on the NORI Property (polymetallic nodules, CCZ, Pacific Ocean) and an indexed gross production revenue royalty on DR Grade Iron Ore Pellets from the Mesabi Property (Minnesota, USA).

• Both assets are in development stage; neither is currently in commercial production.

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

Financial performance and metrics

• As of March 31, 2026, cash and cash equivalents were $11.6M (as adjusted for PIPE and loan proceeds); total capitalization $166.4M.

• No royalty revenue received to date; both NORI and Mesabi assets are pre-production.

• Mesabi Project economic analysis (100% basis): pre-tax NPV (8%) $3.21B, IRR 49.8%, payback 2.03 years; after-tax NPV (8%) $2.63B, IRR 47.3%.

• Mesabi Project LOM average operating cost: $57.22/t DR grade pellet (excluding taconite tax); $60.64/t including tax.

• Capital cost to complete Mesabi Project as of Jan 1, 2026: $571M; sustaining capital $480M over LOM.

Use of proceeds and capital allocation

• Proceeds from PIPE Financing ($80.1M) and $43M net from Term Loan Facility used to fund Mesabi Royalty acquisition and related expenses.

• No proceeds from the resale of shares by selling shareholders; all such proceeds go to the selling shareholders.

• Additional capital may be raised for future royalty acquisitions.