The Metals Royalty Company Inc. (TMCR) amended its Form F-1 solely to identify Vancouver, British Columbia, Canada, as the location where the registration statement was signed. The amendment includes Part II, signature pages and the exhibit index; the prospectus and other disclosures are unchanged.
TMCR registers up to 23,567,119 Common Shares for offer and sale by Yorkville under a standby equity purchase agreement; TMCR may elect to issue shares through advances. The agreement permits aggregate subscriptions of up to $100,000,000 through April 8, 2029, unless earlier terminated, subject to its conditions and an effective resale registration statement. TMCR receives no proceeds from Yorkville’s resales but may receive up to $100,000,000 in gross proceeds from shares it sells to Yorkville.
The two pricing options are 96% and 97% of Market Price, respectively; a 4.99% beneficial-ownership cap applies. TMCR had 67,414,022 Common Shares issued and outstanding as of September 23, 2026. It reports $140,035,000 in Notes and $25,000,000 outstanding under the Term Loan, secured by liens on substantially all assets, including royalty interests. Neither royalty property is in commercial production, and TMCR has received no royalty revenue to date.
Metals Royalty Co Inc. (TMCR) is registering for resale up to 27,796,079 common shares held by selling securityholders: up to 22,931,000 shares issuable upon conversion of its 8.00% notes due 2031, assuming all interest that may be paid in kind is paid in kind and the maximum conversion rate applies; 4,365,079 shares issued as consideration for an additional Mesabi royalty; and up to 500,000 warrant shares. The shares may not be sold until the registration statement is effective. TMCR will receive no proceeds from resales, but may receive up to approximately $4,330,000 gross if all warrants are exercised for cash, for general corporate purposes.
On August 24, 2026, TMCR completed the purchase of an additional 1% Mesabi royalty, bringing its total Mesabi royalty to 2%, for $132,500,000. Consideration included $105,000,000 cash, of which a $10,000,000 deposit credit left a $95,000,000 net cash payment, and 4,365,079 shares valued at $27,500,000. TMCR also issued $140,035,000 principal amount of 8.00% notes and entered a $25,000,000 senior secured first lien term loan. The company reports no royalty revenue to date, and both properties are in development and not currently in commercial production.
Metals Royalty Co Inc. (TMCR) has filed a prospectus supplement covering the resale of 6,843,952 common shares by existing shareholders, updating the base prospectus with its Q2 2026 Form 6-K financial statements and MD&A. TMCR’s shares trade on Nasdaq at $6.08 as of August 26, 2026.
TMCR completed a $132.5 million Mesabi DR-grade iron ore royalty acquisition, funded by an approximately $80.1 million PIPE equity financing and a $44.6 million senior secured term loan. Total assets rose to $170.3 million, including $128.5 million of royalty and streaming interests and an $18.9 million derivative asset, while cash was $11.8 million and long-term debt $41.7 million at June 30, 2026.
For the six months ended June 30, 2026, TMCR reported a net loss of $16.8 million, driven by $16.9 million in operating expenses, including $9.6 million of share-based compensation and higher listing and corporate costs, plus net finance costs. The company has not yet generated royalty revenue from its NORI or Mesabi royalties and expects to rely on cash, debt facilities and potential future equity, including a $100 million Standby Equity Purchase Agreement, to fund operations and growth.
The Metals Royalty Company Inc. (TMCR) filed a prospectus supplement updating its Form F-1 resale registration covering 55,061,113 common shares held by existing shareholders. The supplement incorporates Form 6-K reports with TMCR’s unaudited Q2 2026 financials and MD&A.
For the three months ended June 30, 2026 TMCR reported a net loss from continuing operations of $6.6 million, and for the six months a net loss of $16.8 million, driven by higher general and administrative expenses and $9.6 million of share-based compensation. The company recorded no revenue from continuing operations in the periods presented.
Total assets rose to $170.3 million at June 30, 2026, mainly from acquiring the Mesabi iron ore royalty for $132.5 million (cash and shares). This was funded by a $80.1 million PIPE equity financing and a new $44.6 million term loan maturing in 2029. Cash was $11.8 million, and TMCR states it was in compliance with loan covenants.
Metals Royalty Co Inc. (TMCR) reported that Chairman & CEO and 10% owner Brian Paes-Braga purchased 8.00% Convertible Senior Secured Second Lien Notes due 2031 on 2026-08-24 in a direct transaction. The notes were bought at a stated price of 950.0000 per unit and are convertible into 100,086 common shares at a conversion price of $8.6625 per share, with an expiration (maturity) date of 2031-09-15. The filing does not indicate use of a Rule 10b5-1 trading plan.
Metals Royalty Co Inc. (TMCR) completed a significant refinancing and growth transaction centered on its Mesabi Iron Ore Mine royalties. The company issued $140,035,000 of 8.00% Convertible Senior Secured Second Lien Notes due 2031 at 95% of par, with a tiered structure of cash and PIK interest and a second‑lien security package behind a new term loan. The notes are convertible at 115.4401 shares per $1,000 (about $8.66 per share), a 37.5% premium to a $6.30 reference price, and include standard anti‑dilution, fundamental change put rights at 100% of principal, and company call rights from 2029 at 112.5% (declining to 107.5%).
TMCR also entered a new $25.0 million first‑lien term loan with Macquarie Bank (SOFR + 4.00%, plus up to an extra 2.00%) and issued Macquarie 500,000 warrants at $8.6625. Using these proceeds, the company exercised its option to acquire an additional 1% Mesabi royalty for total consideration of $105.0 million in cash (net $95.0 million paid at closing) plus $27.5 million in shares, or 4,365,079 common shares at $6.30. Proceeds also fully repaid and terminated its prior secured facility, with related liens released. Covenants require at least $5.0 million of unrestricted cash and, from Q4 2027, a minimum interest coverage ratio of 1.20x.
The Metals Royalty Company Inc. (TMCR) reports that it has arranged and closed a US$165 million financing package tied to acquiring an additional 1.0% Mesabi Metallics iron ore royalty. The package consists of a US$140 million offering of 8.00% convertible senior secured second lien notes due 2031 and a US$25 million senior secured term loan facility.
The additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor doubles TMCR’s total Mesabi royalty interest to 2.0%. Net proceeds of approximately US$150.9 million are being used to fund the royalty acquisition, fully repay TMCR’s existing senior term loan facility, and for general corporate purposes. Share consideration to Ironclad and its nominee Mesabi Investments was increased to US$27.5 million, resulting in the issuance of 4,365,079 common shares, with a corresponding reduction in cash consideration.
Assuming Mesabi production of 7.28 Mtpa over a 23-year mine life, TMCR anticipates potential annual royalty revenue of approximately US$22 million, rising to about US$26 million if production reaches 8.5 Mtpa. The securities were issued in private placements, with TMCR committing to file a registration statement to cover resales of the related common shares.
TMC the metals company Inc., a British Columbia corporation, filed an amended ownership report stating it beneficially owns 13,923,077 common shares of Metals Royalty Co Inc. These are common shares without par value, CUSIP 591322102.
The holding represents 22.1% of Metals Royalty’s outstanding common shares. This percentage is based on 63,048,943 common shares issued and outstanding as of August 10, 2026, as described in Metals Royalty’s Form 6-K. TMC holds sole voting and sole dispositive power over all 13,923,077 shares, with no shared voting or dispositive authority.
The reporting person’s principal office is in Vancouver, British Columbia, while Metals Royalty’s principal executive offices are in Calgary, Alberta. The report is signed by Craig Shesky, Chief Financial Officer of TMC, dated August 13, 2026.
The Metals Royalty Company Inc. reported a much larger loss as it scaled up its critical metals royalty platform. For the six months ended June 30, 2026, net loss from continuing operations was $16.8 million versus $0.35 million a year earlier, driven by higher general and administrative expenses of $7.3 million and share‑based compensation of $9.6 million, with no revenue yet from its metals and minerals segment.
The company transformed its asset base by completing the Mesabi Royalty Transaction, acquiring a DR‑grade iron ore royalty for total consideration of $132.5 million, allocating $113.6 million to royalty interests and $18.9 million to an embedded derivative. Royalty and streaming interests increased to $128.5 million from $14.1 million, funded by a private placement raising net proceeds of $74.2 million, conversion of subscription receipts of $15.5 million, and a new $44.6 million senior secured term loan at an initial 9.00% rate.
Cash declined to $11.8 million from $18.4 million as $135.8 million was used in investing activities. The company listed on Nasdaq under “TMCR”, remains in covenant compliance, but notes that future debt service and growth plans depend on additional capital raises and eventual royalty cash flows from the NORI and Mesabi projects.