Metals Royalty posts $4.48M Q3 profit after loss

After cumulative production of 170 million tonnes, the Mesabi base and overage rates step down to 0.50% and 0.125%, respectively.

Available on EDGAR 11/09/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Metals Royalty Co Inc. completed the $132.5 million Mesabi royalty purchase on June 1, 2026 and acquired an additional 1.0% royalty for $131.2 million on August 24, 2026, bringing its interest to 2.0%. The royalty entitles it to 2.0% of gross revenue from direct-reduction-grade iron ore pellets, with a $3.00-per-metric-tonne floor up to 8.5 million tonnes per year.

For the three months ended September 30, 2026, net income was $4,479,008, versus a $1,261,638 loss for the three months ended September 30, 2025; the result included a $21,797,381 non-cash fair-value gain on derivative instruments. For the nine months ended September 30, 2026, net loss was $12,354,751 versus a $1,197,444 loss for the nine months ended September 30, 2025. No royalty revenue had been received from either interest through September 30, 2026, and operating activities used $10,265,647 in cash.

At September 30, 2026, cash was $10,623,939 and the working-capital deficit was $29.5 million; adjusted working capital was $9.8 million after excluding contingent consideration and derivative liabilities to be settled in shares. Term-loan and convertible-notes carrying amounts were $22,859,418 and $74,130,292.

1 point · 0 major

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How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• Moderate pointFor the three months ended September 30, 2026, net income was $4,479,008, versus a $1,261,638 loss for the three months ended September 30, 2025.

Negative

• Moderate pointFor the nine months ended September 30, 2026, net loss was $12,354,751, versus a $1,197,444 loss for the nine months ended September 30, 2025.
• Moderate pointNo royalty revenue had been received from either royalty through September 30, 2026.

Filing Explained

The notes add interest obligations and possible share dilution; the registered equity facility remains optional, with no shares issued through November ninth.

Form 6-K is a foreign private issuer’s interim report for material information published in its home market; this filing furnishes unaudited results for the three and nine months ended September 30, 2026. It also reports that on August 24, 2026, the company issued $140,035,000 of notes, adding debt obligations and a possible route to common-share conversion.

The notes carry 8% annual interest: 6% cash plus 2% added to principal until September 15, 2027; 7% cash plus 1% added to principal through September 14, 2028; then 8% cash, with maturity on September 15, 2031. The subsidiary-guaranteed notes are secured behind the first-priority MBL loan; holders may convert them into approximately 16.2 million shares at about $8.66 per share, while the company may choose cash, shares, or a combination to settle conversion.

Although the filing describes Yorkville as committed to buying up to $100 million, the company may choose whether to sell shares under the SEPA, at 96%–97% of market price; the registration became effective on October 22, 2026. No SEPA shares had been issued by November 9, 2026, so the amount is potential funding capacity, not proceeds received; sales are also limited by registered shares, Yorkville’s 4.99% ownership limit, and a 19.99% cap on shares issued under the agreement.

Key Figures

Third-quarter net income: $4,479,008 Nine-month net loss: $12,354,751 Cash: $10,623,939 +4 more

7 metrics

Third-quarter net income $4,479,008 Three months ended September 30, 2026; compared with a $1,261,638 loss for the three months ended September 30, 2025

Nine-month net loss $12,354,751 Nine months ended September 30, 2026; compared with a $1,197,444 loss for the nine months ended September 30, 2025

Cash $10,623,939 September 30, 2026

Working-capital deficit $29.5 million September 30, 2026

Adjusted working capital $9.8 million September 30, 2026, after excluding contingent consideration and derivative liabilities to be settled in shares

Base royalty rate 2.0% Mesabi royalty on gross revenue from annual production up to 8.5 million tonnes per annum

Debt carrying amounts Term loan: $22,859,418; convertible notes: $74,130,292 September 30, 2026

Key Terms

indexed gross production revenue royalty, revenue floor, contingent consideration, embedded derivative, +1 more

5 terms

indexed gross production revenue royalty financial

"indexed gross production revenue royalty (with a revenue floor)"

revenue floor financial

"a royalty calculated as the greater of"

A revenue floor is the minimum amount of sales or income that a company, contract, or financial model guarantees or assumes will be produced over a set period. For investors it serves as a downside anchor—like the lowest rung on a ladder—helping gauge how much cash a business will at least generate, which affects valuation, credit assessments, dividend or debt covenants, and the need for contingency actions if actual receipts fall short.

contingent consideration financial

"additional common shares as contingent consideration"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

embedded derivative financial

"The revenue floor embedded derivative"

An embedded derivative is a built-in feature inside a contract—like a bond, loan, or lease—that causes part of the payout to change based on something else, such as a stock price, interest rate, or commodity price. It matters to investors because that hidden feature can add separate risk and volatility to a security’s value and accounting treatment, like finding a removable engine in a car that changes how fast it can go and how much it’s worth.

PIK Interest financial

"interest payable in kind (“PIK Interest”)"

Payment-in-kind (PIK) interest is interest on a loan or bond that is paid by adding to the borrower’s debt rather than by handing over cash; think of it as paying rent by giving an IOU that increases the total owed instead of using money now. Investors care because PIK raises short-term cash for the borrower but increases future risk — the lender receives a larger, deferred payment and assumes more credit and timing uncertainty.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are TMCR's Mesabi royalty rates?

Before the cumulative production step-down, TMCR's base royalty is 2.0% of gross revenue up to 8.5 million tonnes per annum, with a $3.00-per-metric-tonne floor; overage is 0.50%, with a $0.75 floor. After 170 million tonnes of cumulative production, the rates are 0.50% up to 8.5 million tonnes and 0.125% above, with floors of $0.75 and $0.1875 per tonne, respectively.

How much can Yorkville buy under TMCR's equity purchase agreement?

The agreement commits Yorkville to buying up to $100.0 million of TMCR common shares during the 36 months following the agreement's effective date; TMCR may choose whether to sell at 96%–97% of market price. Limits include Yorkville's 4.99% ownership cap, registered-share availability, and a 19.99% cap on shares issued under the agreement. The registration statement was declared effective October 22, 2026; no shares had been issued as of November 9, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

November, 2026

Commission File Number: 001-43208

The Metals Royalty Company Inc.

1900 Dome Tower

333 7^th Ave SW

Calgary, AB, T2P 2Z1

British Columbia, Canada

(403) 984-1941

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x          Form 40-F ¨

TABLE OF CONTENTS

Exhibit No.	Description
Exhibit No. 99.1	Unaudited Condensed Interim Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025
Exhibit No. 99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Metals Royalty Company Inc.
By:	/s/ Donald Sewell
Name:	Donald Sewell
Title:	President & Chief Financial Officer

Date: November 9, 2026

Exhibit 99.1

The Metals Royalty Company Inc.

Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2026 and 2025

The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Net Income / (Loss) and

Comprehensive Income / (Loss)
(Expressed in US dollars)

						Three Months Ended September 30,								Nine Months Ended September 30,
		Note				2026				2025				2026				2025
Operating expenses
General and administrative expenses			14			$	2,189,258			$	2,166,346			$	9,472,252			$	2,502,988
Share-based compensation expenses			10, 11				7,477,908				—				17,060,169				39,931
Total operating expenses							9,667,166				2,166,346				26,532,421				2,542,919
Operating loss							(9,667,166	)			(2,166,346	)			(26,532,421	)			(2,542,919	)
Other expenses / (income)
Finance costs / (income), net			15				7,651,207				(49,312	)			7,619,711				(77,089	)
Fair value gain on derivative instruments			5, 6, 9				(21,797,381	)			—				(21,797,381	)			—
Income / (loss) from continuing operations before recovery of income taxes							4,479,008				(2,117,034	)			(12,354,751	)			(2,465,830	)
Recovery of income taxes from continuing operations							—				537,145				—				537,145
Net income / (loss) from continuing operations							4,479,008				(1,579,889	)			(12,354,751	)			(1,928,685	)
Net income from discontinued operations			17				—				318,251				—				731,241
Net income / (loss) and comprehensive income / (loss)						$	4,479,008			$	(1,261,638	)		$	(12,354,751	)		$	(1,197,444	)
Net income / (loss) per share
Continuing operations, basic and diluted						$	0.07			$	(0.04	)		$	(0.21	)		$	(0.04	)
Discontinued operations, basic and diluted						$	—			$	0.01			$	—			$	0.02
Weighted average number of shares outstanding
Basic							64,663,365				43,448,406				57,947,613				43,093,737
Diluted							65,573,115				43,448,406				57,947,613				43,093,737

See accompanying notes to the consolidated financial statements

1

The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in US dollars)

		Note				September 30, 2026				December 31, 2025
Assets
Current assets:
Cash						$	10,623,939			$	18,366,604
Accounts receivable							—				235,230
Prepaid expenses							1,163,506				198,164
Related party receivable			13				—				53,500
Total current assets							11,787,445				18,853,498
Non-current assets:
Computer equipment							26,261				13,565
Derivative asset			5, 6				40,050,000				—
Royalty and streaming interests			5				245,489,609				14,081,250
Total assets						$	297,353,315			$	32,948,313
Liabilities
Current liabilities:
Accounts payable and accrued liabilities						$	2,024,730			$	1,762,773
Contingent consideration			5				9,746,000				—
Derivative liabilities			9				29,553,863				—
Total current liabilities							41,324,593				1,762,773
Term loan facility			7				22,859,418				—
Convertible notes			8				74,130,292
Total liabilities							138,314,303				1,762,773
Shareholders’ Equity
Share capital			10				171,763,520				35,471,363
Contributed surplus							4,597,593				681,527
Accumulated deficit							(17,322,101	)			(4,967,350	)
Total shareholders’ equity							159,039,012				31,185,540
Total liabilities and shareholders’ equity						$	297,353,315			$	32,948,313

See accompanying notes to the consolidated financial statements

2

The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US dollars)

						Nine months ended
		Note				September 30, 2026				September 30, 2025
Cash flows from / (used in) operating activities:
Net loss						$	(12,354,751	)		$	(1,197,444	)
Less: Net income from discontinued operations							—				(731,241	)
Net loss from continuing operations							(12,354,751	)			(1,928,685	)
Adjustments to reconcile net loss to net cash from / (used in) operating activities:
Fair value gain on derivative instruments							(21,797,381	)			—
Finance costs / (income), net			15				7,619,711				(77,089	)
Share-based compensation			10, 11				17,060,169				39,931
Depreciation							3,551				—
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities							261,957				1,424,430
Deferred tax assets							—				(537,145	)
Other operating assets and liabilities							(676,612	)			(180,173	)
Interest paid							(981,145	)			—
Interest received							598,854				77,089
Cash flows used in operating activities – continuing operations							(10,265,647	)			(1,181,642	)
Cash flows from operating activities – discontinued operations							—				903,274
Cash flows used in operating activities							(10,265,647	)			(278,368	)
Cash flows used in investing activities:
Acquisition of royalty interest			5				(230,986,885	)			—
Purchase of computer equipment							(16,247	)			—
Cash flows used in investing activities – continuing operations							(231,003,132	)			—
Cash flows used in investing activities							(231,003,132	)			—
Cash flows from / (used in) financing activities:
Proceeds from equity raise, net of expenses			10				74,282,728				10,599,161
Proceeds from subscription receipts converted to common shares, net of expenses			10				15,501,773				—
Proceeds from debt financing, net of expenses			7, 8				192,845,164				—
Repayment of debt			7				(48,776,630	)			—
Return of capital							—				(1,072,837	)
Withholding taxes paid on settlement of equity awards							(326,921	)			—
Cash flows from financing activities – continuing operations							233,526,114				9,526,324
Cash flows from financing activities							233,526,114				9,526,324
Change in cash for the period							(7,742,665	)			9,247,956
Cash at beginning of the period							18,366,604				1,395,234
Cash at end of the period						$	10,623,939			$	10,643,190

See accompanying notes to the consolidated financial statements

3

The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in US dollars)

		Note				Number of shares				Share capital				Contributed surplus				Accumulated deficit				Total shareholders’ equity
Balance, January 1, 2026							50,926,632			$	35,471,363			$	681,527			$	(4,967,350	)		$	31,185,540
Issuance of shares on equity raise, net of expenses			5, 10				6,164,141				74,282,728				—				—				74,282,728
Issuance of shares related to royalty acquisition, net of expenses			5, 10				4,942,002				33,690,474				—				—				33,690,474
Issuance of shares upon conversion of subscription receipts, net of expenses			10				3,134,481				15,501,773				—				—				15,501,773
Issuance of shares to director and consultants			10				2,066,068				11,455,000				—				—				11,455,000
Issuance of shares to Yorkville			10				77,889				1,000,000				—				—				1,000,000
Settlement of PSUs			10, 11				139,664				362,182				(689,103	)			—				(326,921	)
Share-based compensation			11				—				—				4,605,169				—				4,605,169
Comprehensive loss							—				—				—				(12,354,751	)			(12,354,751	)
Balance, September 30, 2026							67,450,877			$	171,763,520			$	4,597,593			$	(17,322,101	)		$	159,039,012

		Note				Number of shares				Share capital				Contributed surplus				Accumulated deficit				Total shareholders’ equity
Balance, January 1, 2025							42,913,463			$	26,046,222			$	1,435,216			$	(6,082,701	)		$	21,398,737
Issuance of shares on equity raise, net of expenses							2,139,770				10,599,161				—				—				10,599,161
Return of capital							—				(1,072,837	)			—				—				(1,072,837	)
Share-based compensation			11				—				—				39,931				—				39,931
Comprehensive loss							—				—				—				(1,197,444	)			(1,197,444	)
Balance, September 30, 2025							45,053,233			$	35,572,546			$	1,475,147			$	(7,280,145	)		$	29,767,548

See accompanying notes to the consolidated financial statements

4

The Metals Royalty Company Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2026 and 2025

1. Organization of the corporation

The Metals Royalty Company Inc. (the “Company”), was incorporated in British Columbia effective October 27, 2022. The Company’s registered office is located at 3500 – 1133 Melville St., Vancouver, BC V6E 4E5. In September 2025, the Company changed its name from Low Carbon Royalties Inc. to The Metals Royalty Company Inc.

The primary business of the Company is to receive royalty revenue from natural resource properties as reserves are produced by operators over the economic life of the properties. The Company is focused on the acquisition and management of critical metals and mineral royalties, streams and other similar interests. The Company is focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and reindustrialization. The Company aims to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain.

On April 8, 2026, the Company completed its direct listing on the Nasdaq Capital Market (“Nasdaq”), and its common shares commenced trading on Nasdaq under the ticker symbol “TMCR”.

Spin-Out

On August 19, 2025, the Company’s Board of Directors approved the spin-out of the Company’s Oil and Gas business, which primarily consists of royalty interests. On August 29, 2025, the Company formed 1554997 B.C. Ltd., a new wholly owned subsidiary which was utilized to execute the spin-out of the Oil and Gas business. On September 11, 2025, the Company entered into an assignment and assumption agreement with 1554997 B.C. Ltd (the “Contribution Agreement”), to contribute the Company’s royalty interests in the Maria Conchita Block and SN-9 Block, in Colombia, to such subsidiary in anticipation of distributing the shares of such subsidiary to the Company’s existing shareholders as a return of capital (the “Spin-Out”). The Contribution Agreement was amended on December 18, 2025. The Spin-Out was consummated on December 18, 2025, and the Company no longer has any interest in the Oil and Gas business, and 1554997 B.C. Ltd. ceased to be a subsidiary of the Company.

The Company met the criteria for classifying the Oil and Gas business as a discontinued operation as of September 30, 2025. Accordingly, unless otherwise indicated, the statements of loss and comprehensive loss and statements of cash flows have been adjusted for all periods presented. The statements of financial position and statements of changes in shareholders’ equity have not been adjusted. See Note 17 for further information.

2. Basis of preparation

The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) under IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2025. They do not include all of the information and disclosures required by IFRS in the annual financial statements. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2025. The Company has prepared these financial statements on the basis that it will continue to operate as a going concern.

The financial statements were approved and authorized by the Company’s Board of Directors on November 9, 2026.

(a) Basis of measurement:

The financial statements have been prepared on the historical cost basis except for share-based payment transactions, and financial instruments that have been measured at fair value.

(b) Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries: TMCR Operations Inc., TMCR USA Holdings Inc., and TMCR USA Operations Inc. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.

5

(c) Functional and presentation currency:

These financial statements are presented in US dollars, which is the functional currency of the Company and its subsidiaries.

(d) Foreign currency transactions and balances:

Foreign currency transactions are measured into the functional currency of the Company and its subsidiaries, using the exchange rate prevailing at the date of the transaction (spot exchange rates). Foreign exchange gains and losses resulting from the settlement of such transactions and the re-measurement of monetary items at the date of the statements of financial position are recognized in net income / (loss). Non-monetary items are not re-measured and are recorded at historical exchange rates.

(e) New and amended standards and interpretations

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7. These amendments clarify the date of recognition and derecognition of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. The amendments also added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments did not have a material impact on the Company’s financial statements.

3. Use of judgments, estimates and assumptions

The preparation of the Company’s unaudited condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Therefore, actual results may differ from these estimates and assumptions.

In particular, the areas which require management to make significant judgments, estimates and assumptions in determining carrying values were the same as those applied to the Company’s financial statements for the year ended December 31, 2025, except as described below.

(a) Valuation of the Mesabi revenue floor embedded derivative

The Mesabi Royalty Transaction and the Additional Purchased Royalty (note 5), as defined below, entitle the Company to a royalty calculated as the greater of (i) a stated percentage of the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price and (ii) a fixed minimum price per metric tonne of production (the revenue floor). The Company has determined that the revenue floor is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. Because the host contract is not measured at fair value through profit or loss (“FVTPL”), the revenue floor is separated from the host contract and accounted for as a stand-alone derivative asset recognized at FVTPL.

The fair value of the Mesabi revenue floor is calculated using a Monte Carlo Simulation, and is subject to significant estimates including the forecast pellet prices, expected annual production volumes, the volatility of the index price, and the discount rate applied. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivative asset in future periods.

(b) Valuation of the conversion feature of the convertible notes

Estimates were used in determining the fair value of the conversion feature of the convertible notes (note 8). The Company used judgment in concluding that the convertible notes are hybrid financing instruments as a result of the embedded derivative liability that is the equity conversion with issuer settlement options. The fair value of the convertible notes is calculated using a binomial lattice model and is subject to various estimates including future cash flows, discount rates, credit spreads and volatility. A reasonably possible change in these assumptions could result in a material change to the carrying amount in future periods.

(c) Valuation of the contingent consideration

Estimates were used in determining the fair value of the contingent consideration (note 5). The fair value of the contingent consideration is calculated using a Monte Carlo Simulation and is subject to estimates related to the simulated future stock price, dividend yield, discount rate and volatility. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivatives in future periods.

6

4. Recent accounting pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.

IFRS 18 — Presentation and Disclosure in Financial Statements

In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim consolidated financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.

5. Royalty and streaming interests

		Royalty and Streaming Interests
		Oil and Gas				Metals and Minerals				Total
Cost
As of January 1, 2025		$	6,576,211			$	14,081,250			$	20,657,461
Reclassification to held for sale			(6,576,211	)			—				(6,576,211	)
As of December 31, 2025			—				14,081,250				14,081,250
Additions			—				231,408,359				231,408,359
As of September 30, 2026		$	—			$	245,489,609			$	245,489,609
Accumulated depletion and impairment
As of January 1, 2025		$	(848,919	)		$	—			$	(848,919	)
Depletion			(156,908	)			—				(156,908	)
Reclassification to held for sale			1,005,827				—				1,005,827
As of December 31, 2025			—				—				—
As of September 30, 2026		$	—			$	—			$	—
Carrying value as of December 31, 2025		$	—			$	14,081,250			$	14,081,250
Carrying value as of September 30, 2026		$	—			$	245,489,609			$	245,489,609

On May 6, 2026, the Company entered into a royalty purchase agreement (as amended on June 1, 2026 and August 24, 2026) (the “Royalty Purchase Agreement”) with Ironclad Royalties LLC and Mesabi Investments (USA) LLC (collectively, “Mesabi”) to acquire an indexed gross production revenue royalty (with a revenue floor) on direct reduction-grade (“DR-Grade”) iron ore pellets produced from Mesabi Metallics Company LLC’s iron ore project (the “Mesabi Property”) located in Nashwauk, Minnesota (the “Mesabi Royalty Transaction”). The total purchase price was $132.5 million, comprising $125.0 million in cash and $7.5 million in common shares of the Company at $13.00 per common share (note 10). The Company had an option to purchase an additional 1.0% royalty (the “Additional Purchased Royalty”).

On June 1, 2026, the Company completed the Mesabi Royalty Transaction. The $125.0 million cash portion of the consideration for the Mesabi Royalty Transaction was funded by net proceeds from the issuance of shares in a private placement (note 10) and the initial drawdown under the senior secured credit facility (note 7(a)).

7

On May 29, 2026, the Company exercised its option to acquire the Additional Purchased Royalty pursuant to the Royalty Purchase Agreement. On August 24, 2026, the Company purchased an additional 1.0% royalty. The initial consideration paid was $131.2 million, comprising $105.0 million in cash and 4,365,079 common shares of the Company (the “Consideration Shares”) valued at $26.2 million. Although the Consideration Shares have a reference price of $6.30 per common share in the contractual agreement, under IFRS, the shares were recorded based on the August 24, 2026 closing price of $6.00 per common share.

The Mesabi royalty is an indexed gross production revenue royalty (with a revenue floor) on DR Grade iron ore pellets, calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price (the “Mesabi Royalty”). Indexed gross production revenue royalties are based on the volume of a defined product produced, applied at a percentage rate to a published commodity price index (typically with a contractual floor, and in some cases, ceiling). Following the acquisition of the Additional Purchased Royalty, the Mesabi Royalty entitles the Company to a base royalty rate of 2.0% of gross revenue from the annual production of DR-Grade iron ore pellets from the Mesabi Property, subject to a floor of $3.00 per metric tonne, up to 8.5 million tonnes per annum (“Mtpa”). Once annual production in any calendar year exceeds 8.5 Mtpa, gross revenue from such overage is subject to a separate royalty of 0.50%, subject to a floor of $0.75 per metric tonne. Following cumulative production of 170 million tonnes, the base and overage royalty would step down to 0.50% on production up to 8.5 Mtpa, subject to a floor of $0.75 per metric tonne, and 0.125% on production above 8.5 Mtpa, subject to a floor of $0.1875 per metric tonne.

The Company has determined that the revenue floor in the Mesabi Royalty Transaction and the Additional Purchased Royalty is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. In addition, because the host contract is not measured at FVTPL, the embedded derivative must be separated from the intangible asset and accounted for as a stand-alone derivative asset at FVTPL on initial recognition and subsequently remeasured at fair value. As a result, the initial consideration of $263.7 million for the Mesabi Royalty Transaction and the Additional Purchased Royalty was allocated between the embedded derivative, recognized at a fair value of $38.6 million at inception, and the intangible asset, recognized at cost as the residual amount of $225.1 million. Costs directly attributable to the acquisition of $1.0 million were capitalized to the intangible asset and are not attributed to the embedded derivative. The Company estimated the fair value of the revenue floor embedded derivative using a Monte Carlo Simulation with the following assumptions at inception: starting pellet price of $132/dmt, total production of 160 million dmt, and remaining term of 23.5 years.

The Company may issue additional common shares as contingent consideration for the Additional Purchased Royalty. The number of common shares to be issued as contingent consideration will be determined by multiplying the Consideration Shares by the difference between $6.00 and the five-day volume weighted average trading price on August 24, 2027, 12 months following the issuance of the Consideration Shares, and divided by such five-day volume weighted average trading price. The contingent consideration is recorded as an additional cost of the intangible asset, with a corresponding contingent consideration liability. The contingent consideration liability is accounted for as a financial liability measured at FVTPL, where subsequent changes in fair value are recognized in net income / (loss). On August 24, 2026, the Company capitalized $5.3 million to the intangible asset related to the contingent consideration. The Company estimated the fair value of the contingent consideration using a Monte Carlo Simulation with the following assumptions at August 24, 2026: share price of $6.00, trigger price of $6.00, risk-free rate of $4.5%, volatility of 57%, and remaining term of 0.9 years. At September 30, 2026, the contingent consideration was revalued at $9.7 million, and the Company recorded a fair value loss of $4.4 million for the nine months ended September 30, 2026. The Company estimated the fair value of the contingent consideration using a Monte Carlo Simulation with the following assumptions at September 30, 2026: share price of $3.85, trigger price of $6.00, risk-free rate of $4.5%, volatility of 57%, and remaining term of 0.9 years.

On February 21, 2023, the Company acquired a 2.00% gross overriding royalty (the “NORI Royalty”) from Nauru Ocean Resources, Inc. ("NORI"), a wholly owned subsidiary of TMC the metals company Inc. ("TMC"). TMC has an option (the “First Royalty Repurchase Option”) to purchase 50% of the NORI Royalty between February 21, 2025 and February 21, 2030 by making a payment (the “First Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the First Repurchase Payment is made, would provide an agreed rate of return. If the First Royalty Repurchase Option is exercised and TMC is not in default of its payment obligations under the NORI Royalty, TMC has an option to purchase an additional 25% of the original NORI Royalty, exercisable between February 21, 2028 and February 21, 2033, by making a payment (the “Second Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the Second Repurchase Payment is made, would provide an agreed rate of return.

8

6. Derivative Asset

		September 30, 2026				December 31, 2025
Balance, beginning of period		$	—			$	—
Mesabi revenue floor (note 5)			38,594,000				—
Change in fair value			1,456,000				—
Balance, end of period		$	40,050,000			$	—

The Company estimated the fair value of the revenue floor embedded derivative using a Monte Carlo Simulation with the following assumptions at September 30, 2026: starting pellet price of $126/dmt, total production of 160 million dmt, and remaining term of 23.3 years.

7. Term Loan Facility

		ALSC Loan				MBL Loan				Total
As of January 1, 2025 and December 31, 2025		$	—			$	—			$	—
Drawdown			44,559,585				25,000,000				69,559,585
Transaction costs and original issue discount			(2,421,349	)			(1,346,163	)			(3,767,512	)
Accretion			455,633				308,258				763,891
Repayment			(44,559,585	)			—				(44,559,585	)
Warrants allocated to derivative liability			—				(1,168,201	)			(1,168,201	)
Transaction costs allocated to warrants			—				65,524				65,524
Write-off of unamortized transaction costs and discount			1,965,716				—				1,965,716
As of September 30, 2026			—				22,859,418				22,859,418
Less: current portion			—				—				—
Long-term portion		$	—			$	22,859,418			$	22,859,418

(a) ALSC Loan Agreement

On June 1, 2026, in connection with the Mesabi Royalty Transaction, the Company entered into a loan agreement with American Life & Security Corp. (the “ALSC Loan Agreement”) where the lender agreed to make available to the Company an aggregate principal amount of $51.8 million. The ALSC Loan Agreement has a senior secured term loan facility in the principal amount of $44.6 million (the “ALSC Term Loan Facility”) and a senior secured delayed draw term loan facility in the principal amount of $7.2 million (the “ALSC DDTL Facility”). The advances under the ALSC Term Loan Facility and ALSC DDTL Facility (together, the “ALSC Loan Facilities”) are subject to an original issue discount of 3.50%, and bear interest at an initial rate of 9.00% per annum, subject to scheduled increases over the term of the ALSC Loan Facilities. The Company is also required to pay a standby fee at a rate of 2.00% per annum on the average daily undrawn portion of the ALSC DDTL Facility. The ALSC Loan Facilities mature 36 months after the funding date, or June 1, 2029, and are secured by a first-priority security interest in substantially all of the Company’s assets, and a first-priority pledge of the equity interests of the Company’s subsidiaries.

On June 1, 2026, the Company drew the full $44.6 million principal available under the ALSC Term Loan Facility. After adjusting for the original issue discount (“OID”) of $1.6 million and financing costs of $0.9 million, the net proceeds from the ALSC Term Loan Facility were $42.1 million. The ALSC DDTL Facility remained undrawn until it was cancelled on August 24, 2026.

Except for scheduled amortization payments, any repayment of principal occurring on or before the 24-month anniversary of the June 1, 2026 closing date is subject to a prepayment fee equal to a prepayment multiple of 0.15 in year one and 0.30 in year two of the principal repaid, less interest and OID previously paid on that principal. If the principal amount is repaid in full on or before the 24-month anniversary, an additional fee applies, equal to the greater of zero and the amount by which the prepayment multiple applied to the original principal exceeds all OID, interest, and prepayment fees already paid.

9

The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at June 1, 2026, the fair value of the prepayment option was nil.

On August 24, 2026, the ALSC Loan Facilities were repaid in full. The derivative liability associated with the prepayment fee was $4.1 million, which was recorded as a fair value loss on derivative instruments. The repayment of the ALSC Loan Facilities was accounted for as an extinguishment of financial liability. As a result, the difference between the carrying amount of the liability extinguished and the amount paid for the principal was recognized as a loss on debt extinguishment of $2.0 million.

(b) MBL Credit Agreement

On August 24, 2026, the Company entered into a loan agreement with the guarantors party thereto, the lenders party thereto and Macquarie Bank Limited (“MBL”) as administrative agent and collateral agent, providing for a senior secured first lien term loan in an aggregate principal amount of $25.0 million (the “MBL Loan”), which was fully drawn at closing. The proceeds of the MBL Loan were used to fund a portion of the Additional Purchased Royalty, repay a portion of the ALSC Loan Facilities, and pay certain financing costs.

The MBL Loan bears interest at a rate per annum equal to Adjusted Term SOFR plus a margin of 4.00% and has a 24-month term, subject to a 12-month extension option. Prepayments are subject to a make-whole amount. The MBL Loan is guaranteed by the Company’s subsidiaries and secured on a first-priority basis by liens on substantially all of the assets of the Company and the guarantors, and ranks ahead of the Notes (note 8) under an intercreditor agreement dated August 24, 2026.

The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at August 24, 2026 and September 30, 2026, the fair value of the prepayment option was nominal.

In connection with the MBL Credit Agreement, the Company issued 500,000 common share purchase warrants to MBL. Each warrant entitles the holder to purchase one common share at an exercise price of $8.66 per common share at any time prior to August 24, 2031, subject to customary anti-dilution adjustments, and may be exercised on a net basis. The warrants are classified as a derivative financial liability measured at FVTPL. The warrants had a fair value of $1.2 million on issuance, estimated using the Black-Scholes option pricing model with the following key inputs at August 24, 2026: share price of $6.00, risk-free rate of 4.36%, dividend yield of 0.0%, volatility of 51.0%, and remaining term of 5.0 years. The MBL Loan is a financial liability measured at amortized cost. Its initial carrying amount of $22.6 million is the $25.0 million principal less the fair value of the warrants and other directly attributable costs of $1.3 million. On September 30, 2026, the warrants were revalued at $0.5 million, and the Company recorded a fair value gain of $0.6 million for the three and nine months ended September 30, 2026.

The Company is required to comply with certain financial covenants which include: maintaining an interest coverage ratio of not less than 6.25:1.00 starting with the quarter ending December 31, 2027, and a minimum unrestricted cash balance of $5.0 million. As at September 30, 2026, the Company was in compliance with its financial covenants.

8. Convertible Notes

		Total
As of January 1, 2025 and December 31, 2025		$	—
Drawdown			140,035,000
Transaction costs and original issue discount			(12,981,909	)
Conversion feature allocated to derivative liability			(57,291,250	)
Transaction costs allocated to conversion feature			2,575,377
Accretion			1,793,074
As of September 30, 2026			74,130,292
Less: current portion			—
Long-term portion			74,130,292

10

On August 24, 2026, concurrent with the closing of the Additional Purchased Royalty, the Company issued $140,035,000 aggregate principal amount of 8.00% Convertible Senior Secured Second Lien Notes due September 15, 2031 (the “Notes”) in a private placement at an issue price of 95% of principal, for gross proceeds of $133,033,250. The proceeds of the Notes were used to fund a portion of the Additional Purchased Royalty, repay a portion of the ALSC Loan Facilities, and pay certain financing costs.

The Notes bear interest at a rate of 8.00% per annum, consisting of (i) from the issue date to but excluding September 15, 2027, cash interest at a rate of 6.00% per annum and interest payable in kind (“PIK Interest”) at a rate of 2.00% per annum, (ii) from September 15, 2027 to but excluding September 15, 2028, cash interest at a rate of 7.00% per annum and PIK Interest at a rate of 1.00% per annum, and (iii) from and after September 15, 2028, cash interest at a rate of 8.00% per annum. PIK Interest is payable through an increase in the principal amount of the Notes or the issuance of additional Notes. Interest is payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The Notes are guaranteed by the Company’s subsidiaries and secured on a second-priority basis by liens on substantially all of the assets of the Company and the guarantors, and ranks junior to the MBL Loan (note 7) under an intercreditor agreement dated August 24, 2026.

At the holder’s option, the Notes are convertible into common shares at an initial conversion rate of 115.4401 common shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.66 per common share). Upon conversion, the Company will satisfy its conversion obligation in cash, common shares, or a combination of cash and common shares, at the Company’s election. The conversion rate is subject to customary antidilution adjustments.

On or after September 15, 2029, the Company may redeem all or a portion of the Notes at a redemption price equal to 112.5% of the principal amount of the Notes, or 107.5% of the principal amount if the redemption date occurs on or after September 15, 2030. These redemption features constitute embedded derivatives that are required to be separated from the Notes and measured at fair value.

The Notes are hybrid instruments. The host debt is a financial liability measured at amortized cost using the effective interest method. The conversion feature and redemption option are accounted for as embedded derivatives measured at FVTPL. At initial recognition, the conversion feature was measured at a fair value of $57.3 million, the redemption option had a fair value of $nil and the host liability was recognized at the residual value of $75.7 million. The fair value of the Notes conversion feature was determined based on the binomial lattice model and included the following key inputs at August 24, 2026: share price of $6.00, risk-free rate of 4.4%, dividend yield of 0.0%, volatility of 51.0%, remaining term of 5.0 years and credit spread of 19.5%. Transaction costs were allocated between the host and the embedded derivative in proportion to their initial carrying amounts; the portion allocated to the derivative liability was expensed and the portion allocated to the host liability is included in the effective interest rate. On September 30, 2026, the conversion feature was revalued at $29.0 million and the redemption feature was revalued at $nil.

The Company is required to comply with certain financial covenants which include: maintaining an interest coverage ratio of not less than 1.20:1.00 starting with the quarter ending December 31, 2027, and a minimum unrestricted cash balance of $5.0 million. As at September 30, 2026, the Company was in compliance with its financial covenants.

9. Derivative liabilities

		ALSC Prepayment Option				MBL Warrants				Notes Conversion Feature				Total
As of January 1, 2025 and December 31, 2025		$	—			$	—			$	—			$	—
Additions			—				1,168,201				57,291,250				58,459,451
Settlement			(4,143,207	)			—				—				(4,143,207	)
Change in fair value			4,143,207				(642,338	)			(28,263,250	)			(24,762,381	)
As of September 30, 2026		$	—			$	525,863			$	29,028,000			$	29,553,863

The fair value of the MBL warrant liability was determined based on the Black-Scholes option pricing model and included the following key inputs at September 30, 2026: share price of $3.85, risk-free rate of 5.0%, dividend yield of 0.0%, volatility of 51.0%, and remaining term of 4.9 years.

11

The fair value of the Notes conversion feature was determined based on the binomial lattice model and included the following key inputs at September 30, 2026: share price of $3.85, risk-free rate of 5.1%, dividend yield of 0.0%, volatility of 51.0%, remaining term of 5.0 years and credit spread of 19.6%.

10. Shareholders’ equity

Standby Equity Purchase Agreement

In July 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”). Under the SEPA, upon the public listing of the Company’s shares and the close of the subscription receipt financing, Yorkville is committed to buying up to $100.0 million of the Company’s common shares during the 36 months following the effective date of the SEPA. The Company, at its sole discretion, has the right, but not the obligation, to sell to Yorkville common shares at 96% – 97% of market price. The obligation to purchase shares is limited by i) Yorkville’s ownership limitation of 4.99% of the common shares ii) the number of registered common shares of the Company, and iii) the shares issued under the SEPA cannot exceed 19.99% of the issued and outstanding common shares of the Company. As at September 30, 2026, there were no shares issued under the SEPA.

Common shares

On March 23, 2026, Nasdaq granted conditional approval to list the Company’s common shares under the symbol “TMCR”. As a result, the escrow release requirements related to the subscription receipts were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.

During the nine months ended September 30, 2026, the Company issued 1,066,068 shares to consultants of the Company for $5.5 million for past consulting services. Subsequently, on July 13, 2026, the Company granted Mr. Michael B. Hess, a director of the Company, an inducement bonus of $5.9 million, which was satisfied by awarding Mr. Hess 1,000,000 unrestricted stock awards. As a result, the Company issued 1,000,000 common shares of the Company to Mr. Hess. The Company recorded share-based compensation expense of $11.5 million for the nine months ended September 30, 2026 related to these share issuances.

On June 3, 2026, the Company issued 77,889 common shares to Yorkville at $12.84 per share as consideration for the commitment fees payable under the SEPA. The Company recorded share-based compensation expense of $1.0 million related to this share issuance.

On May 19, 2026, the Company issued 139,664 common shares in connection with the vesting of performance share units (note 11).

On June 1, 2026, concurrent with the closing of the Mesabi Royalty Transaction, the Company issued and sold 6,164,141 common shares in a private placement to certain institutional and accredited investors at $13.00 per common share for aggregate gross proceeds of approximately $80.1 million (the “PIPE Financing”). The Company incurred issuance costs of $5.9 million in connection with the PIPE Financing. In addition, the Company issued 576,923 common shares at $13.00 per common share to Ironclad Royalties LLC to satisfy the share consideration payable of $7.5 million under the Mesabi Royalty Transaction (note 5).

On August 24, 2026, the Company issued 4,365,079 Consideration Shares to Mesabi as partial consideration for the Additional Purchased Royalty (note 5). Although the Consideration Shares have a reference price of $6.30 per common share, under IFRS, the shares were recorded based on the August 24, 2026 closing price of $6.00 per common share.

12

11. Share-based compensation

Stock options

The following table summarizes the stock option activity for the nine months ended September 30, 2026:

		Options				Weighted Average Exercise Price				Weighted-Average Remaining Contractual Term (In Years)
Outstanding as of January 1, 2025			3,950,000			$	0.65				7.40
Granted			872,250				5.00				9.12
Exercised			(3,950,000	)			0.65				7.40
Outstanding as of December 31, 2025			872,250			$	5.00				9.12
Granted			1,003,750				5.93				9.79
Outstanding as of September 30, 2026			1,876,000			$	5.50				9.48
Exercisable as of September 30, 2026			—			$	—				—

The fair value of stock options granted during the nine months ended September 30, 2026 was $3.3 million based on a fair value of $3.31 per stock option on the grant date based on the following weighted-average assumptions:

		Nine months ended September 30, 2026
Common share price		$	5.93
Risk-free interest rate			4.4	%
Expected dividend yield			0.0	%
Expected term (in years)			6.3
Expected volatility			52.5	%
Forfeiture rate			0.0	%

The Company recognized share-based compensation expense related to stock options for the three and nine months ended September 30, 2026 of $0.7 million and $1.3 million, respectively (2025 – $nil and $40 thousand, respectively).

RSUs

The following table summarizes the RSU activity for the nine months ended September 30, 2026:

		RSUs				Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2025			—			$	—
Granted			909,750				5.00
Outstanding as of December 31, 2025			909,750			$	5.00
Granted			3,750				5.93
Outstanding as of September 30, 2026			913,500			$	5.00
Exercisable as of September 30, 2026			—			$	—

The Company recognized share-based compensation expense related to RSUs for the three and nine months ended September 30, 2026 of $0.6 million and $2.0 million, respectively (2025 - $nil).

13

PSUs

The following table summarizes the PSU activity for the nine months ended September 30, 2026:

		PSUs				Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2025			—			$	—
Granted			659,250				2.83
Outstanding as of December 31, 2025			659,250			$	2.83
Granted			4,000,000				0.92
Vested			(164,812	)			(2.83	)
Outstanding as of September 30, 2026			4,494,438			$	1.13
Exercisable as of September 30, 2026			—			$	—

On March 19, 2026, the Company’s shareholders approved the CEO Performance Plan to award 3,000,000 performance share units (“PSUs”) to the Company’s CEO. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to the CEO’s continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. PSUs that vest will be settled in either common shares or cash, at the Company’s discretion. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. The fair value of PSUs granted under the CEO Performance Plan was $2.4 million based on a fair value of $0.80 per PSU. The Company estimated the fair value of these PSUs using a Monte Carlo Simulation.

On July 13, 2026, the Company issued 1,000,000 PSUs and 1,000,000 options under the Company’s long-term incentive plan (“LTIP”) to Mr. Michael B. Hess, Director and Non-Executive Co-Chairman of the Company. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to Mr. Hess’s continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. The fair value of PSUs granted to Mr. Hess was $1.3 million based on a fair value of $1.28 per PSU. The Company estimated the fair value of these PSUs using a Monte Carlo Simulation.

The Company recognized share-based compensation expense related to PSUs for the three and nine months ended September 30, 2026 of $0.1 million and $1.3 million, respectively (2025 - $nil).

12. Financial risk management

The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the nine months ended September 30, 2026, with the exception of the items arising from the Company’s long-term debt facilities, as described below.

(a) Credit risk:

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument and the potential for loss due to the failure of a borrower to repay a loan. Credit risk arises predominantly with respect to the Company’s cash and receivables. As of September 30, 2026, the Company’s maximum credit risk exposure is represented by the respective carrying amounts of the financial assets in the statement of financial position. The Company maintains its cash in a high-quality financial institution and closely monitors its royalty receivable balances.

(b) Liquidity risk:

Liquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands, including debt service payments. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. Management continuously monitors and reviews both actual and forecasted cash flows, including acquisition activities.

14

The Company expects to meet its future financing requirements, including repayment of the MBL Loan and Notes, by refinancing maturing debt and the issuance of equity when considered appropriate, including the issuance of common shares under the SEPA, once the registration is effective. If the Company fails to make or renegotiate interest or principal payments, comply with its financial covenants, or issue additional equity or debt when required, the Company’s financial condition and results of operations could be materially adversely affected.

(c) Commodity price risk:

Commodity price risk is the risk the Company will encounter fluctuations in its future royalty production revenue and Mesabi derivative asset with changes in commodity prices. Commodity prices for metals and minerals are influenced by global and regional factors, including levels of supply and demand, weather, and geopolitical factors. The Company does not hedge its commodity price risk.

(d) Foreign currency risk:

Although the Company reports its financial results in United States dollars, certain expenses and potential future investments related to its royalty interests may be denominated in foreign currencies. As a result, the Company is subject to fluctuations in exchange rates, which could impact the value of its royalty revenues, operating costs, and investment returns. The Company does not currently engage in hedging activities or enter into derivative contracts to mitigate this exposure. Accordingly, adverse movements in foreign exchange rates could materially affect the Company’s financial condition and results of operations.

(e) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Because the Notes bear interest at fixed interest rates, the Company’s cash flows on the Notes are not directly exposed to fluctuations in market interest rates. The Company is exposed to cash flow interest rate risk on the MBL Loan, as it is a floating rate loan.

(f) Equity price risk:

Equity price risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in the Company’s share price. The fair values of the Company’s contingent consideration, warrants, and conversion feature on the Notes are susceptible to equity price risk arising from uncertainties in future prices.

(g) Capital risk management:

The Company’s primary objective when managing capital is to provide a sustainable return to shareholders through managing and growing the Company’s resource asset portfolio while ensuring capital protection. The Company defines capital as its cash and its outstanding debt, which is managed by the Company’s management subject to approved policies and limits by the Board of Directors.

The Company is subject to financial covenants under the MBL Credit Agreement and the Notes. As of September 30, 2026, the Company had cash totaling $10.6 million, and was in compliance with its financial covenants.

13. Related Party Disclosures

In addition to information disclosed elsewhere in these consolidated financial statements, the Company had the following related party transactions:

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company.

15

The remuneration of the directors and other members of key management personnel during the three and nine months ended September 30, 2026 and 2025 was as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Cash compensation		$	446,019			$	227,253			$	1,371,813			$	373,086
Stock-based compensation			7,177,490				—				8,881,680				18,598
		$	7,623,509			$	227,253			$	10,253,493			$	391,684

Certain directors and officers subscribed for and purchased 213,847 common shares in connection with the PIPE Financing on substantially the same terms, including the same per-share purchase price of $13.00 as the other investors, for a total subscription price of $2.8 million. TMC subscribed for and purchased 76,923 common shares in connection with the PIPE Financing for a total subscription price of $1.0 million. The Company’s Co-Chair and CEO subscribed for $867,000 of principal amount of Notes.

As at September 30, 2026, the Company had a related party receivable balance from certain key management personnel of $nil (December 31, 2025 - $54 thousand).

14. General and administrative expenses

The Company’s general and administrative expenses incurred for the three and nine months ended September 30, 2026 and 2025 are as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Direct listing expenses		$	—			$	1,627,108			$	3,012,466			$	1,627,108
Salaries and benefits			773,316				286,188				2,471,877				482,183
Office and administrative expenses			598,459				155,243				1,843,450				252,954
Legal and accounting expenses			427,968				45,685				1,422,323				63,858
Consulting fees			28,612				45,250				206,252				56,084
Insurance and regulatory expense			360,903				6,872				515,884				20,801
		$	2,189,258			$	2,166,346			$	9,472,252			$	2,502,988

15. Finance costs / (income), net

The Company’s finance costs / (income) incurred for the three and nine months ended September 30, 2026 and 2025 are as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Interest expense on long-term debt		$	3,016,128			$	—			$	3,538,110			$	—
Transaction costs allocated to derivative liabilities			2,640,901				—				2,640,901				—
Loss on debt extinguishment (note 7)			2,039,554				—				2,039,554				—
Interest income			(45,376	)			(49,312	)			(598,854	)			(77,089	)
		$	7,651,207			$	(49,312	)		$	7,619,711			$	(77,089	)

16. Segment reporting

The Company had two reportable operating segments, Metals and Minerals and Oil and Gas. These operating segments represent components of the Company’s business where separate financial information is available and which are evaluated on a regular basis by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker, for purposes of assessing performance. For the three and nine months ended September 30, 2025, revenue, cost of sales and gross profit (loss) were derived solely from the Oil and Gas segment, which consists entirely of assets located in Colombia. The Oil and Gas segment was classified as discontinued operations effective September 2025 (see note 1 and note 17).

16

Royalty and streaming interests as of September 30, 2026 and December 31, 2025 related to Metals and Minerals are presented by geographic area based on the location of the operations giving rise to the royalty or streaming interest.

		September 30, 2026				December 31, 2025
United States		$	231,408,359			$	—
Pacific Ocean			14,081,250				14,081,250
Total royalty and streaming interests		$	245,489,609			$	14,081,250

Continuing operations consisting of the Metals and Minerals segment had no revenues, operating expenses or gross profit for the three and nine months ended September 30, 2026 and 2025.

Reconciliation of segment gross profit

Operating expenses and interest income are not allocated to individual segments as these are managed on an overall Company basis. The reconciliation between reportable segment gross profit to the Company’s net loss before tax is as follows:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Gross profit		$	—			$	—			$	—			$	—
General and administrative expenses			(2,189,258	)			(2,166,346	)			(9,472,252	)			(2,502,988	)
Share-based compensation expenses			(7,477,908	)			—				(17,060,169	)			(39,931	)
Finance income / (costs), net			(7,651,207	)			49,312				(7,619,711	)			77,089
Fair value gain on derivative instruments			21,797,381				—				21,797,381				—
Income / (loss) from continuing operations before recovery of income taxes		$	4,479,008			$	(2,117,034	)		$	(12,354,751	)		$	(2,465,830	)

17. Discontinued operations

On December 18, 2025, the Company completed the Spin-Out. Net income from discontinued operations of the Oil and Gas business consists of the following:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Revenue
Royalty income		$	—			$	294,726			$	—			$	820,556
Cost of Sales
Depletion			—				(44,068	)			—				(156,908	)
Recovery of income taxes			—				67,593				—				67,593
Net income from discontinued operations		$	—			$	318,251			$	—			$	731,241

17

18. Fair value of financial instruments

The carrying values of the Company’s financial instruments as at September 30, 2026 by category are as follows:

		Amortized cost				FVTPL				Total
Financial Assets
Cash		$	10,623,939			$	—			$	10,623,939
Derivative asset			—				40,050,000				40,050,000
Financial Liabilities
Accounts payable and accrued liabilities			2,024,730				—				2,024,730
Contingent consideration			—				9,746,000				9,746,000
Derivative liabilities			—				29,553,863				29,553,863
Term loan facility			22,859,418				—				22,859,418
Convertible notes			74,130,292				—				74,130,292

The Company must classify fair value measurements according to a hierarchy that reflects the significance of the inputs used in performing such measurements. The Company’s fair value hierarchy comprises the following levels:

· Level 1 – quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

· Level 2 – pricing inputs are other than quoted in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date.

· Level 3 – valuations in this level are those with inputs for the asset or liability that are not based on observable data.

The following is a summary of financial instruments measured at fair value segregated based on the various levels of inputs:

		Level 1				Level 2				Level 3				Total
Financial Assets
Derivative asset		$	—			$	—			$	40,050,000			$	40,050,000
Financial Liabilities
Contingent consideration			—				—				9,746,000				9,746,000
Derivative liabilities			—				—				29,553,863				29,553,863

There were no transfers between fair value measurement hierarchy levels during the three and nine months ended September 30, 2026.

18

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed interim consolidated financial statements prepared as at and for the three and nine months ended September 30, 2026 (the “Q3 2026 Financial Statements”) and the annual financial statements and the notes thereto of the Company for the year ended December 31, 2025. The Q3 2026 Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting. This discussion contains forward-looking statements that involve significant risks and uncertainties including those discussed in our Form 20-F for the year ended December 31, 2025, and our other filings with the Securities and Exchange Commission. Our actual results, performance and achievements could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below. All amounts are shown in U.S. dollars unless otherwise indicated. This MD&A was prepared as of November 9, 2026.

Overview

The Company is engaged in the acquisition and management of critical metal and mineral royalties, streams and other similar interests. The Company is focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and re-industrialization. The Company aims to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain. The Company commenced operations in October 2022 as a British Columbia corporation named Low Carbon Royalties Inc. In September 2025, the Company changed its name to The Metals Royalty Company Inc.

Our royalty-based business model is designed to enable us to participate in the long-term potential cash flows and commodity upside of large-scale, strategically significant critical metals and mineral assets, with reduced exposure to operational, development, or environmental risks typically associated with resource production operations. The Company’s portfolio consists of two royalty interests: (i) a 2.00% gross-overriding royalty (“GORR”) from TMC the metals company Inc.’s (“TMC”) wholly owned subsidiary, Nauru Ocean Resources, Inc. (“NORI”) in the Clarion-Clipperton Zone of the north-east Pacific Ocean (“CCZ”) (the “NORI Royalty”); and (ii) an indexed gross production revenue royalty (with a revenue floor) on direct-reduction-grade (“DR Grade”) iron ore pellets produced from Mesabi Metallics Company LLC’s (“Mesabi Metallics”) iron ore project located in Nashwauk, Minnesota (the “Mesabi Property”). We believe we are well-positioned to benefit from growth in global demand for critical metals and minerals, and the needs of operators for alternative sources of financing to fund their mining and extraction operations.

In September 2025, we entered into an assignment and assumption agreement (the “Contribution Agreement”), as amended in December 2025, with a former subsidiary, 1554997 B.C. Ltd., to contribute our royalties in respect of NG Energy International Corp.’s operations (the “Oil and Gas Royalties”) to 1554997 B.C. Ltd. in anticipation of distributing the shares of 1554997 B.C. Ltd. to our existing shareholders as a return of capital (the “Spin-Out”). The Spin-Out was consummated on December 18, 2025, and we no longer have any interest in the Oil and Gas Royalties business.

In connection with the Spin-Out, we met the criteria for classifying the Oil and Gas Royalties business as a discontinued operation as of September 30, 2025. Accordingly, unless otherwise indicated, the results of operations have been adjusted for all periods presented to present the Oil and Gas Royalties business as discontinued operations.

We do not conduct exploration, development or mining operations on the properties in which we hold interests and we are not required to contribute additional capital costs, exploration costs, environmental costs or other operating costs on these properties.

On April 8, 2026, the Company completed its direct listing on the Nasdaq Capital Market, and its common shares commenced trading on Nasdaq under the ticker symbol “TMCR”.

Royalty Portfolio

TMC (Exploration — Critical Minerals — NORI (CCZ)) — 2.00% GORR

In Q3 2024, TMC announced the successful commercial-scale processing of polymetallic nodules, producing calcine.

1

In April 2025, TMC submitted its application for Commercial Recovery of Deep-Sea Minerals in the High Seas under the US Seabed Mining Code.

In May 2025, TMC announced a $37 million equity investment from strategic investors.

In June 2025, TMC announced an $85.2 million strategic investment from Korea Zinc, a world-leader in non-ferrous metal refining and pCAM technology to advance development of deep-seabed critical minerals for the United States.

In August 2025, TMC announced receipt of notice of full compliance from the National Oceanic and Atmospheric Administration (“NOAA”) on its exploration application and reconfirmation that TMC USA has priority right over both exploration areas. In conjunction with this announcement, TMC announced the world’s first mining reserves for a seafloor polymetallic nodule project with 51 million tonnes (Mt) of probable mineral reserves and expected commercial production to commence in the fourth quarter of 2027.

In January 2026, TMC USA submitted a consolidated application for an exploration license and commercial recovery permit under NOAA’s updated regulatory framework.

On May 1, 2026, TMC announced that the NOAA has determined that the consolidated application submitted by TMC USA for an exploration license and commercial recovery permit under the Deep Seabed Hard Mineral Resources Act is in full compliance with the requirements of the Act and its implementing regulations. In August 2026, TMC announced that NOAA had published TMC USA’s consolidated application in the Federal Register, commencing the public comment period that precedes certification.

Mesabi (Development — DR Grade Iron Ore Pellets  —  Minnesota, USA) — 2% Index-Priced Royalty with a Revenue Floor

On May 6, 2026, the Company entered into a royalty purchase agreement (as amended on June 1, 2026 and August 24, 2026) (the “Royalty Purchase Agreement”) with Ironclad Royalties LLC and Mesabi Investments (USA) LLC (collectively, “Mesabi”) to acquire an indexed gross production revenue royalty (with a revenue floor) on direct reduction-grade (“DR-Grade”) iron ore pellets produced from Mesabi Metallics Company LLC’s iron ore project (the “Mesabi Property”) located in Nashwauk, Minnesota (the “Mesabi Royalty Transaction”).

On June 1, 2026, the Company completed the Mesabi Royalty Transaction for $132.5 million, comprising $125.0 million in cash and $7.5 million in common shares of the Company at $13.00 per common share.

On August 24, 2026, the Company purchased an additional 1.0% royalty (the “Additional Purchased Royalty”). The initial consideration paid was $131.2 million, comprising $105.0 million in cash and 4,365,079 common shares of the Company (the “Consideration Shares”) valued at $26.2 million. Although the Consideration Shares have a reference price of $6.30 per common share in the contractual agreement, under IFRS, the shares were recorded based on the August 24, 2026 closing price of $6.00 per common share.

The Mesabi royalty is an indexed gross production revenue royalty (with a revenue floor) on DR Grade iron ore pellets, calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price (the “Mesabi Royalty”). Indexed gross production revenue royalties are based on the volume of a defined product produced, applied at a percentage rate to a published commodity price index (typically with a contractual floor, and in some cases, ceiling). The Mesabi Royalty entitles the Company to a base royalty rate of 2.0% of gross revenue from the annual production of DR-Grade iron ore pellets from the Mesabi Property, subject to a floor of $3.00 per metric tonne, of up to 8.5 million tonnes per annum (“Mtpa”). Once annual production in any calendar year exceeds 8.5 Mtpa, gross revenue from such overage is subject to a separate royalty of 0.50%, subject to a floor of $0.75 per metric tonne. Following cumulative production of 170 million tonnes, the base and overage royalty would step down to 0.50% on production up to 8.5 Mtpa, subject to a floor of $0.75 per metric tonne, and 0.125% on production above 8.5 Mtpa, subject to a floor of $0.1875 per metric tonne.

The Mesabi Royalty comprises the 1.0% royalty acquired on June 1, 2026 and the 1.0% Additional Purchased Royalty, each acquired on substantially identical terms. Royalty payments are due within 20 days after the end of each calendar quarter.

The Company also holds a right of first offer on the portion of Ironclad Royalties LLC’s existing royalty on the Mesabi Property not acquired by the Company.

2

Based on Mesabi Metallics’ most recent project reporting, overall project completion stood at 99.25% as of August 31, 2026. Mesabi Metallics has reported that it remains on track to achieve first production in the fourth quarter of 2026. We hold a royalty interest in, and do not operate or control, the Mesabi Property, and we have not independently verified the foregoing information, which is derived from information provided by Mesabi Metallics and Essar Group.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

The following table summarizes our results of operations for the three and nine months ended September 30, 2026 and 2025. These results take into consideration the classification of the Oil and Gas Royalties business as a discontinued operation.

		For the Three Months Ended September 30,												For the Nine Months Ended September 30,
		2026				2025				$ Change				2026				2025				$ Change
General and administrative expenses		$	2,189,258			$	2,166,346			$	22,912			$	9,472,252			$	2,502,988			$	6,969,264
Share-based compensation expenses			7,477,908				—				7,477,908				17,060,169				39,931				17,020,238
Total operating expenses			9,667,166				2,166,346				7,500,820				26,532,421				2,542,919				23,989,502
Operating loss			(9,667,166	)			(2,166,346	)			(7,500,820	)			(26,532,421	)			(2,542,919	)			(23,989,502	)
Finance costs / (income), net			7,651,207				(49,312	)			7,700,519				7,619,711				(77,089	)			7,696,800
Fair value gain on derivative instruments			(21,797,381	)			—				(21,797,381	)			(21,797,381	)			—				(21,797,381	)
Income / (Loss) from continuing operations before recovery of income taxes			4,479,008				(2,117,034	)			6,596,042				(12,354,751	)			(2,465,830	)			(9,888,921	)
Recovery of income taxes from continuing operations			—				537,145				(537,145	)			—				537,145				(537,145	)
Net income / (loss) from continuing operations			4,479,008				(1,579,889	)			6,058,897				(12,354,751	)			(1,928,685	)			(10,426,066	)
Net income from discontinued operations			—				318,251				(318,251	)			—				731,241				(731,241	)
Net income / (loss) and comprehensive income / (loss)		$	4,479,008			$	(1,261,638	)		$	5,740,646			$	(12,354,751	)		$	(1,197,444	)		$	(11,157,307	)

Three Months ended September 30, 2026 compared to Three Months ended September 30, 2025

General and administrative expenses for the three months ended September 30, 2026 were comparable to the three months ended September 30, 2025. Although the totals were comparable, the three months ended September 30, 2025 included $1.6 million of direct listing expenses, while the three months ended September 30, 2026 reflected higher salaries and benefits, office and administrative expenses, legal and accounting expenses and insurance and regulatory expenses associated with operating as a public company.

Share-based compensation expenses increased by $7.5 million due to shares issued in the third quarter of 2026 in connection with an initial signing equity incentive grant to the Company’s new Co-Chair, as well as other equity grants issued in 2026 and the fourth quarter of 2025.

Finance costs for the three months ended September 30, 2026 consist of interest expense of $3.0 million, transaction costs of $2.6 million related to embedded derivatives that were immediately expensed, and loss on debt extinguishment of $2.0 million. Finance income for the three months ended September 30, 2025 relates to interest income earned on its cash balances.

The fair value gain on derivative instruments primarily relates to the conversion feature of the convertible notes of $28.3 million, the Mesabi revenue floor of $1.5 million and the warrants of $0.6 million. These were partially offset by the fair value loss on the contingent consideration of $4.4 million and the fair value loss on a loan prepayment derivative of $4.1 million.

3

Nine Months ended September 30, 2026 compared to Nine Months ended September 30, 2025

General and administrative expenses increased by $7.0 million from $2.5 million for the nine months ended September 30, 2025 to $9.5 million for the nine months ended September 30, 2026. The increase was primarily due to the following factors:

· Direct listing costs increased by approximately $1.4 million, due to higher advisory fees, legal fees associated with the preparation and review of our registration statement, third-party service providers for accounting support, as well as additional audit and consent letter fees incurred with the registration process;

· Personnel costs increased by $2.0 million, primarily due to hiring personnel to support the Company’s growth strategy, our obligations as a public company, as well as incentive compensation accrued during the period;

· Office and administrative expenses increased by $1.6 million, largely due to higher travel and investor relations costs;

· Legal and accounting fees increased by $1.4 million, primarily associated with legal fees for ongoing corporate and securities matters, tax advisory services, and audit fees;

· Insurance and regulatory expenses increased by $0.5 million, due to directors and officers insurance as well as regulatory filing costs that the Company has incurred as a publicly traded entity; and

· Consulting fees increased by $0.2 million due to general advisory services.

Share-based compensation expenses increased by $17.0 million due to shares issued to consultants and the Company’s new Co-Chair in 2026 and equity grants issued in 2026 and the fourth quarter of 2025.

Finance costs for the nine months ended September 30, 2026 consist of interest expense of $3.5 million, transaction costs of $2.6 million related to embedded derivatives that were immediately expensed, and loss on debt extinguishment of $2.0 million, partially offset by interest income earned on its cash balances of $0.6 million. Finance income for the nine months ended September 30, 2025 relates to interest income earned on its cash balances.

The fair value gain on derivative instruments primarily relates to the conversion feature of the convertible notes of $28.3 million, the Mesabi revenue floor of $1.5 million and the warrants of $0.6 million. These were partially offset by the fair value loss on the contingent consideration of $4.4 million and the fair value loss on a loan prepayment derivative of $4.1 million.

Discontinued operations

		For the Three Months Ended September 30,												For the Nine Months Ended September 30,
		2026				2025				$ Change				2026				2025				$ Change
Royalty income		$	—			$	294,726			$	(294,726	)		$	—			$	820,556			$	(820,556	)
Depletion			—				(44,068	)			44,068				—				(156,908	)			156,908
Recovery of income taxes			—				67,593				(67,593	)			—				67,593				(67,593	)
Net income from discontinued operations		$	—			$	318,251			$	(318,251	)		$	—			$	731,241			$	(731,241	)

For the three and nine months ended September 30, 2025, discontinued operations consist of royalties earned from the sale of commodities that underlie royalty rights related to the Oil and Gas Royalties business, net of depletion. The Spin-Out transaction was completed on December 18, 2025, and accordingly, there were no discontinued operations during the three and nine months ended September 30, 2026.

4

Long-Term Debt

ALSC Loan Agreement

On June 1, 2026, in connection with the Mesabi Royalty Transaction, the Company entered into a loan agreement with American Life & Security Corp. (the “ALSC Loan Agreement”) where the lender agreed to make available to the Company an aggregate principal amount of $51.8 million. The ALSC Loan Agreement has a senior secured term loan facility in the principal amount of $44.6 million (the “ALSC Term Loan Facility”) and a senior secured delayed draw term loan facility in the principal amount of $7.2 million (the “ALSC DDTL Facility”). The advances under the ALSC Term Loan Facility and ALSC DDTL Facility (together, the “ALSC Loan Facilities”) are subject to an original issue discount of 3.50%, and bear interest at an initial rate of 9.00% per annum, subject to scheduled increases over the term of the ALSC Loan Facilities. The Company is also required to pay a standby fee at a rate of 2.00% per annum on the average daily undrawn portion of the ALSC DDTL Facility. The ALSC Loan Facilities mature 36 months after the funding date, or June 1, 2029, and are secured by a first-priority security interest in substantially all of the Company’s assets, and a first-priority pledge of the equity interests of the Company’s subsidiaries.

On June 1, 2026, the Company drew the full $44.6 million principal available under the ALSC Term Loan Facility. After adjusting for the original issue discount (“OID”) of $1.6 million and financing costs of $0.9 million, the net proceeds from the ALSC Term Loan Facility were $42.1 million. The ALSC DDTL Facility remained undrawn until it was cancelled on August 24, 2026.

Except for scheduled amortization payments, any repayment of principal occurring on or before the 24-month anniversary of the June 1, 2026 closing date is subject to a prepayment fee equal to a prepayment multiple of 0.15 in year one and 0.30 in year two of the principal repaid, less interest and OID previously paid on that principal. If the principal amount is repaid in full on or before the 24-month anniversary, an additional fee applies, equal to the greater of zero and the amount by which the prepayment multiple applied to the original principal exceeds all OID, interest, and prepayment fees already paid.

The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at June 1, 2026, the fair value of the prepayment option was nil.

On August 24, 2026, the ALSC Loan Facilities were repaid in full. The derivative liability associated with the prepayment fee was $4.1 million, which was recorded as a fair value loss on derivative instruments. The repayment of the ALSC Loan Facilities was accounted for as an extinguishment of financial liability. As a result, the difference between the carrying amount of the liability extinguished and the amount paid for the principal was recognized as a loss on debt extinguishment of $2.0 million.

MBL Credit Agreement

On August 24, 2026, the Company entered into a loan agreement with the guarantors party thereto, the lenders party thereto and Macquarie Bank Limited (“MBL”) as administrative agent and collateral agent, providing for a senior secured first lien term loan in an aggregate principal amount of $25.0 million (the “MBL Loan”), which was fully drawn at closing. The proceeds of the MBL Loan were used to fund a portion of the Additional Purchased Royalty, repay a portion of the ALSC Loan Facilities, and pay certain financing costs.

The MBL Loan bears interest at a rate per annum equal to Adjusted Term SOFR plus a margin of 4.00% and has a 24-month term, subject to a 12-month extension option. Prepayments are subject to a make-whole amount. The MBL Loan is guaranteed by the Company’s subsidiaries and secured on a first-priority basis by liens on substantially all of the assets of the Company and the guarantors, and ranks ahead of the Notes (as defined below) under an intercreditor agreement dated August 24, 2026.

The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at August 24, 2026 and September 30, 2026, the fair value of the prepayment option was nominal.

5

In connection with the MBL Credit Agreement, the Company issued 500,000 common share purchase warrants to Macquarie Bank Limited. Each warrant entitles the holder to purchase one common share at an exercise price of $8.66 per common share at any time prior to August 24, 2031, subject to customary anti-dilution adjustments, and may be exercised on a net basis. The warrants are classified as a derivative financial liability measured at FVTPL. The warrants had a fair value of $1.2 million on issuance, estimated using the Black-Scholes option pricing model. The MBL Loan is a financial liability measured at amortized cost. Its initial carrying amount of $22.6 million is the $25.0 million principal less the fair value of the warrants and other directly attributable costs of $1.3 million. On September 30, 2026, the warrants were revalued at $0.5 million, and the Company recorded a fair value gain of $0.6 million for the three and nine months ended September 30, 2026.

Convertible Notes

On August 24, 2026, concurrent with the closing of the Additional Purchased Royalty, the Company issued $140,035,000 aggregate principal amount of 8.00% Convertible Senior Secured Second Lien Notes due September 15, 2031 (the “Notes”) in a private placement at an issue price of 95% of principal, for gross proceeds of $133,033,250. The proceeds of the Notes were used to fund a portion of the Additional Purchased Royalty, repay a portion of the ALSC Loan Facilities, and pay certain financing costs.

The Notes bear interest at a rate of 8.00% per annum, consisting of (i) from the issue date to but excluding September 15, 2027, cash interest at a rate of 6.00% per annum and interest payable in kind (“PIK Interest”) at a rate of 2.00% per annum, (ii) from September 15, 2027 to but excluding September 15, 2028, cash interest at a rate of 7.00% per annum and PIK Interest at a rate of 1.00% per annum, and (iii) from and after September 15, 2028, cash interest at a rate of 8.00% per annum. PIK Interest is payable through an increase in the principal amount of the Notes or the issuance of additional Notes. Interest is payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased. The Notes are guaranteed by the Company’s subsidiaries and secured on a second-priority basis by liens on substantially all of the assets of the Company and the guarantors, and ranks junior to the MBL Loan under an intercreditor agreement dated August 24, 2026.

At the holder’s option, the Notes are convertible into common shares at an initial conversion rate of 115.4401 common shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $8.66 per common share). Upon conversion, the Company will satisfy its conversion obligation in cash, common shares, or a combination of cash and common shares, at the Company’s election. The conversion rate is subject to customary antidilution adjustments.

On or after September 15, 2029, the Company may redeem all or a portion of the Notes at a redemption price equal to 112.5% of the principal amount of the Notes, or 107.5% of the principal amount if the redemption date occurs on or after September 15, 2030.

The Notes are hybrid instruments. The host debt is a financial liability measured at amortized cost using the effective interest method. The conversion feature and redemption option are accounted for as embedded derivatives measured at FVTPL. At initial recognition, the conversion feature was measured at a fair value liability of $57.3 million, the redemption option had a fair value of $nil and the host liability was recognized as the residual value of $75.7 million. Transaction costs were allocated between the host and the embedded derivative in proportion to their initial carrying amounts; the portion allocated to the derivative liability was expensed and the portion allocated to the host liability is included in the effective interest rate. On September 30, 2026, the conversion feature was revalued at $29.0 million and the redemption feature was revalued at $nil.

As at September 30, 2026, the Company was in compliance with its financial covenants.

Share Capital

On March 23, 2026, Nasdaq granted conditional approval to list our common shares under the symbol “TMCR”. As a result, the escrow release requirements related to the subscription receipts were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.

During the nine months ended September 30, 2026, the Company issued 1,066,068 shares to consultants of the Company for $5.5 million for past consulting services. On July 13, 2026, the Company granted Mr. Michael B. Hess, a director of the Company, an inducement bonus of $5.9 million, which was satisfied by awarding Mr. Hess 1,000,000 unrestricted stock awards. As a result, the Company issued 1,000,000 common shares of the Company to Mr. Hess. The Company recorded share-based compensation expense of $11.5 million for the nine months ended September 30, 2026 related to these share issuances.

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On June 3, 2026, the Company issued 77,889 common shares to Yorkville at $12.84 per share as consideration for the commitment fees payable under the SEPA. The Company recorded share-based compensation expense of $1.0 million related to this share issuance.

On May 19, 2026, the Company issued 139,664 common shares in connection with the vesting of performance share units.

On June 1, 2026, concurrent with the closing of the Mesabi Royalty Transaction, the Company issued and sold 6,164,141 common shares in a private placement to certain institutional and accredited investors at $13.00 per common share for aggregate gross proceeds of approximately $80.1 million (the “PIPE Financing”). The Company incurred issuance costs of $5.9 million in connection with the PIPE Financing. In addition, the Company issued 576,923 common shares at $13.00 per common share to Ironclad Royalties LLC to satisfy the share consideration payable of $7.5 million under the Mesabi Royalty Transaction.

On August 24, 2026, the Company issued 4,365,079 common shares to Mesabi as partial consideration for the Additional Purchased Royalty. Although the Consideration Shares have a reference price of $6.30 per common share, under IFRS, the shares were recorded based on the August 24, 2026 closing price of $6.00 per common share.

Liquidity and Capital Resources

Since our inception, we have incurred operating losses. Our source of liquidity is cash generated from equity issuances and debt financing (see “Long-Term Debt” and “Share Capital”).

Our working capital and liquidity position as at September 30, 2026 consists of current assets of $11.8 million, including cash of $10.6 million, and a working capital deficit of $29.5 million. After excluding the contingent consideration and derivative liabilities, which will be settled in common shares, adjusted working capital is $9.8 million as of September 30, 2026. This compares to current assets of $18.9 million, including cash of $18.4 million, working capital and adjusted working capital of $17.1 million, as of December 31, 2025.

We expect our expenses to increase in connection with our ongoing activities, as we incur substantial accounting and compliance costs associated with being a public company. We have not received any royalty revenue from either the NORI Royalty or the Mesabi Royalty, and our ability to service our debt obligations depends on our cash on hand and our ability to raise additional capital or commence royalty revenue prior to maturity of the MBL Loan and the Notes.

Until such time that we can generate royalty revenue sufficient to achieve profitability, we expect to finance our cash needs through equity offerings or debt offerings. Even if we do achieve profitability, we may finance additional royalty or other interests through these means. To the extent that we raise additional capital through the sale of common shares, convertible securities or other equity securities, current ownership interests will be diluted. If we raise additional funds through debt financing, if available, this may result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming shares or declaring dividends, that could adversely impact our ability to conduct our business. We may be required to raise additional funds when needed through the issuance of equity or debt and if we are unable to raise additional funds when needed, it will have an adverse impact on our business.

In July 2025, the Company entered into a subscription receipt agreement with Odyssey Trust Company (“Odyssey”), as amended on December 17, 2025, providing for the issuance of up to 4,000,000 subscription receipts at $5.00 per subscription receipt. During the year ended December 31, 2025, $15.7 million of gross proceeds was received by Odyssey related to 3,134,481 subscription receipts sold under this arrangement. On March 23, 2026, the Nasdaq granted conditional approval to list our common shares. As a result, the escrow release requirements were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow by Odyssey, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.

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In July 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”). Under the SEPA, upon the public listing of the Company’s shares and the close of the subscription receipt financing, Yorkville is committed to buying up to $100.0 million of the Company’s common shares during the 36 months following the effective date of the SEPA. The Company, at its sole discretion, has the right, but not the obligation, to sell to Yorkville common shares at 96% – 97% of market price. The obligation to purchase shares is limited by i) Yorkville’s ownership limitation of 4.99% of the common shares ii) the number of registered common shares of the Company, and iii) the shares issued under the SEPA cannot exceed 19.99% of the issued and outstanding common shares of the Company. On October 22, 2026, the Company’s registration statement to register the shares issuable under the SEPA was declared effective. As at September 30, 2026 and November 9, 2026, there were no shares issued under the SEPA.

As at November 9, 2026, the Company had 67,450,877 common shares issued and outstanding. In addition, there were 1,876,000 stock options outstanding, which may be exercised to purchase an equivalent number of common shares at a weighted average exercise price of $5.50 per share. The Company also had 913,500 RSUs and 4,494,438 PSUs outstanding, which may be settled for an equivalent number of common shares upon vesting. The Company also had outstanding 500,000 common share purchase warrants, each exercisable for one common share at an exercise price of $8.66 per share and $140,035,000 aggregate principal amount of Notes, which are convertible at an initial conversion rate into approximately 16.2 million common shares.

Summary of Cash Flows

The following table provides information regarding our cash flows for the periods presented:

For the nine months ended,		September 30, 2026				September 30, 2025
Net cash provided by (used in):
Operating activities		$	(10,265,647	)		$	(278,368	)
Investing activities			(231,003,132	)			—
Financing activities			233,526,114				9,526,324
Net increase / (decrease) in cash		$	(7,742,665	)		$	9,247,956

Operating Activities

During the nine months ended September 30, 2026, operating activities used $10.3 million in cash, primarily due to a net loss from continuing operations of $12.4 million, which included a non-cash fair value gain on derivative instruments of $21.8 million, partially offset by non-cash share-based compensation of $17.1 million and finance costs of $7.6 million, as well as net interest paid of $0.4 million and changes in working capital $0.4 million.

During the nine months ended September 30, 2025, operating activities used $0.3 million in cash, primarily due to a net loss from continuing operations of $1.9 million, offset by working capital changes of $0.7 million. This was partially offset by cash flows from discontinued operations of $0.9 million.

Investing Activities

During the nine months ended September 30, 2026, investing activities of $231.0 million were primarily related to the acquisition of the Mesabi Royalty.

There were no investing activities during the nine months ended September 30, 2025.

Financing Activities

During the nine months ended September 30, 2026, net cash provided by financing activities was primarily from the net proceeds of the ALSC Term Loan Facility, the MBL Loan, the Notes, the PIPE Financing, and the conversion of subscription receipts into common shares. These were partially offset by the repayment of the ALSC Loan Facilities on August 24, 2026.

During the nine months ended September 30, 2025, the Company raised $10.6 million of equity, net of expenses, and paid a return of capital of $1.1 million in cash.

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Contractual Obligations and Other Commitments

The Company may issue additional common shares as contingent consideration for the Additional Purchased Royalty, as disclosed in Note 5 “Royalty and streaming interests” of our interim condensed consolidated financial statements for the three and nine months ended September 30, 2026 and the accompanying notes. The number of common shares to be issued as contingent consideration will be determined by multiplying the Consideration Shares by the difference between $6.00 and the five-day volume weighted average trading price on August 24, 2027, 12 months following the issuance of the Consideration Shares, and divided by such five-day volume weighted average trading price. The contingent consideration is recorded as an additional cost of the intangible asset. It is accounted for as a financial liability measured at FVTPL, where subsequent changes in fair value are recognized in net income / (loss).

During the nine months ended September 30, 2026, the Company capitalized $231.4 million to the intangible asset in respect of the Mesabi Royalty Transaction and the Additional Purchased Royalty, including the estimated contingent consideration of $5.3 million. At September 30, 2026, the contingent consideration was revalued at $9.7 million, and the Company recorded a fair value loss of $4.4 million for the nine months ended September 30, 2026. The Company estimated the fair value of the contingent consideration using a Monte Carlo Simulation.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Related Party Transactions

Related party transactions include transactions with directors and executives who represent key management personnel. Refer to Note 13 “Related Party Disclosures” of our interim consolidated financial statements for the three and nine months ended September 30, 2026 and the accompanying notes.

Critical Judgments, Estimates and Assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Therefore, actual results may differ from these estimates and assumptions.

Asset Acquisitions

Asset acquisitions are recorded at cost, which can include cash consideration and common share consideration. The cost basis of asset acquisitions are based on the estimated fair value of the consideration paid unless the estimated fair value of the acquired assets is considered more reliable. When asset acquisitions are included in the same arrangement as other assets or services, the estimated fair value of the acquired assets and services is used to allocate the consideration paid on a relative fair value basis if fair value can be reliably estimated for all of the assets and services. Otherwise, the estimated fair value for the more reliably estimated component is used, with the residual value allocated to the other component. For those asset acquisitions measured based on the estimated fair value of the consideration paid, changes in the assumptions of the fair value of common shares may materially affect the initial recognition amount for transactions that include common share consideration. For those asset acquisitions measured based on the estimated fair value of the acquired assets, changes in the assumptions of the fair value of those assets may materially affect the initial recognition amount.

Depletion

Royalty and streaming interests comprise a large component of the Company’s assets and, as such, the reserves and resources of the properties to which the interests relate have a significant effect on the Company’s financial statements. These estimates are applied in determining the depletion of, and assessing the recoverability of, the carrying value of royalty and streaming interests. The public disclosures of reserves and resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including the estimated number of units of proved plus probable reserves. These assumptions are, by their very nature, subject to interpretation and uncertainty.

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The estimates of reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the estimates of reserves and resources may materially affect the recorded amounts of depletion and the assessed recoverability of the carrying value of royalty and streaming interests.

Impairment and reversal of impairment of royalty and streaming interests

Assessment of impairment and reversal of impairment of royalty and streaming interests at the end of each reporting period requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that give rise to the requirement to conduct an impairment or impairment reversal analysis on the Company’s royalty and streaming interests. Indicators which could trigger an impairment or impairment reversal analysis include, but are not limited to, a significant adverse or beneficial change in operator reserve and resource estimates, operating status, change in permitting and concession rights, industry or economic trends, current or forecasted commodity prices, and other relevant operator information. The assessment of fair values requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, reserve conversion, future capital expansion plans and the associated attributable production implications. Changes in any of the assumptions and estimates used in determining the fair value of the royalty and streaming interests could impact the impairment or impairment reversal analysis.

Valuation of share-based compensation

Management determines the costs for share-based compensation using market-based and non-market-based valuation techniques. The fair value of the stock option awards and restricted share units with service-based vesting conditions (“RSUs”) and restricted share units with service-based and performance-based vesting conditions (“PSUs”) is determined at the date of grant for employees and as service is provided for non-employees. Assumptions are made and judgment is used in applying the valuation techniques. These assumptions and judgments include estimating the fair value of the underlying common share, future volatility of the share price, expected dividend yield, future employee turnover rates, option exercise behaviors, the estimated vesting period for PSUs, and the probability of achieving non-market vesting conditions. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based compensation.

Income taxes

The interpretation and application of new and existing tax laws or regulations in Canada, the United States of America or any of the countries in which the Company’s royalty interests are located requires the use of judgment. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on facts and circumstances of the relevant tax position considering all available evidence. Differing interpretation of these laws, regulations or rules could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions. In assessing the probability of realizing deferred income tax assets, the Company makes estimates related to expectations of future taxable income and expected timing of reversals of existing temporary differences. Such estimates are based on forecasted cash flows from operations which require the use of estimates and assumptions such as long-term commodity prices, energy and mineral reserves. The Company reassesses its deferred income tax assets at the end of each reporting period.

Discontinued operations

The assessment of whether the held for sale criteria are met requires the use of judgment by management. Under IFRS 5, the judgmental criteria include whether the asset (or disposal group) is available for immediate sale in its present condition, whether the likelihood of sale is highly probable, and the disposal must be expected to be completed within one year from the date of classification. Changes in any of the judgements used in determining if an asset (or disposal group) meets the held for sale criteria could impact the classification of the related assets and liabilities and presentation of income (loss) between continuing and discontinued operations.

Valuation of Spin-Out

The valuation of the net assets distributed to the Company’s shareholders as part of the Spin-Out was recognized at fair value, based on the estimated fair value of the royalty interests transferred, and the accrued royalty collections from the Oil and Gas business since April 30, 2025 and cash and accounts receivable at April 30, 2025. Significant assumptions used in estimating the fair value of the royalty interests in the Maria Conchita Block and SN-9 Block included discount rates that reflect current market conditions and uncertainties, as well as estimated future cash flows attributable to the royalty interest derived from proved reserves estimates.

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Valuation of the Mesabi revenue floor embedded derivative

The Mesabi Royalty Transaction and the Additional Purchased Royalty entitle the Company to a royalty calculated as the greater of (i) a stated percentage of the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price and (ii) a fixed minimum price per metric tonne of production (the revenue floor). The Company has determined that the revenue floor is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. Because the host contract is not measured at fair value through profit or loss (“FVTPL”), the revenue floor is separated from the host contract and accounted for as a stand-alone derivative asset recognized at FVTPL.

The fair value of the Mesabi revenue floor is calculated using a Monte Carlo Simulation, and is subject to significant estimates including the forecast pellet prices, expected annual production volumes, the volatility of the index price, and the discount rate applied. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivative asset in future periods.

Valuation of the conversion feature of the convertible notes

Estimates were used in determining the fair value of the conversion feature of the convertible notes. The Company used judgment in concluding that the convertible notes are hybrid financing instruments as a result of the embedded derivative liability that is the equity conversion with issuer settlement options. The fair value of the convertible notes is calculated using a binomial lattice model and is subject to various estimates including future cash flows, discount rates, credit spreads and volatility. A reasonably possible change in these assumptions could result in a material change to the carrying amount in future periods.

Valuation of the contingent consideration

Estimates were used in determining the fair value of the contingent consideration. The fair value of the contingent consideration is calculated using a Monte Carlo Simulation and is subject to estimates related to the simulated future stock price, dividend yield, discount rate and volatility. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivatives in future periods.

Financial Risk Management

The Company’s financial instruments are comprised of financial assets and liabilities. The Company’s principal financial assets are cash and the Mesabi revenue floor derivative asset. The Company’s principal financial liabilities comprise accounts payable and accrued liabilities, long-term debt, contingent consideration and derivative liabilities. The main purpose of these financial instruments is to manage short-term cash flow and working capital requirements and fund future acquisitions.

The Company is engaged in the business of acquiring, managing and creating resource royalties and streams. Royalties and streams are interests that provide the right to revenue or production from the various properties, after deducting specified costs, if any. These activities expose the Company to a variety of financial risks, which include direct exposure to credit risk, liquidity risk, commodity price risk, foreign currency risk, interest rate risk, equity price risk and capital risk management.

Management designs strategies for managing some of these risks, which are summarized below. The Company’s executive management oversees the management of financial risks and ensures that financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk appetite.

The Company’s overall objective from a risk management perspective is to safeguard its assets and mitigate risk exposure by focusing on security rather than yield.

Credit risk

Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument and the potential for loss due to the failure of a borrower to repay a loan. Credit risk arises predominantly with respect to our cash and receivables. As of September 30, 2026, our maximum credit risk exposure is represented by the respective carrying amounts of the financial assets in the statement of financial position. The Company maintains its cash in a high-quality financial institution and closely monitors its receivable balances.

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Liquidity risk

Liquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands, including debt service payments. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances. The Company has in place a planning and budgeting process to help determine the funds required to support our normal operating requirements on an ongoing basis. Management continuously monitors and reviews both actual and forecasted cash flows, including acquisition activities.

The Company expects to meet its future financing requirements, including repayment of the MBL Loan and Notes, by refinancing maturing debt and the issuance of equity when considered appropriate, including the issuance of common shares under the SEPA, once the registration is effective. If the Company fails to make or renegotiate interest or principal payments, comply with its financial covenants, or issue additional equity or debt when required, the Company’s financial condition and results of operations could be materially adversely affected.

Commodity price risk

Commodity price risk is the risk the Company will encounter fluctuations in its future royalty production revenue with changes in commodity prices. Commodity prices for metals and minerals are influenced by global and regional factors, including levels of supply and demand, weather, and geopolitical factors. The Company does not hedge its commodity price risk.

Foreign currency risk

Although the Company reports its financial results in United States dollars, certain expenses and potential future investments related to its royalty interests may be denominated in foreign currencies. As a result, the Company is subject to fluctuations in exchange rates, which could impact the value of our royalty revenues, operating costs, and investment returns. The Company does not currently engage in hedging activities or enter into derivative contracts to mitigate this exposure. Accordingly, adverse movements in foreign exchange rates could materially affect the Company’s financial condition and results of operations.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Because the Notes bear interest at fixed interest rates, the Company’s cash flows on the Notes are not directly exposed to fluctuations in market interest rates. The Company is exposed to cash flow interest rate risk on the MBL Loan, as it is a floating rate loan.

Equity price risk:

Equity price risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in the Company’s share price. The fair values of the Company’s contingent consideration, warrants, and conversion feature on the Notes are susceptible to equity price risk arising from uncertainties in future prices.

Capital risk management

The Company’s primary objective when managing capital is to provide a sustainable return to shareholders through managing and growing the Company’s resource asset portfolio while ensuring capital protection. The Company defines capital as its cash and outstanding debt, which is managed by the Company’s management team subject to approved policies and limits by the Board of Directors.

There were no changes in the Company’s approach to capital management during the nine months ended September 30, 2026, except as described above. The Company is subject to financial covenants under the MBL Credit Agreement and the Notes. As of September 30, 2026, the Company had cash totaling $10.6 million, and was in compliance with its financial covenants.

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Dependence on third-party operators

We are not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams that are or may be held by us. The exploration, development and operation of such properties is determined and carried out by third-party owners and operators thereof and any revenue that may be derived from our asset portfolio will be based on production by such owners and operators. Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third-party owners and operators may not always be aligned with our interests. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third-party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development or operations for the properties in which we hold or may hold royalties or streams may have a material adverse effect on our business, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with us; or experience financial, operational or other difficulties, including insolvency, which could limit the owner or operator’s ability to advance such properties or perform its obligations under arrangements with us.

We may not be entitled to any compensation if the properties in which we hold or may hold royalties or streams discontinue exploration, development or operations on a temporary or permanent basis.

The owners or operators of the projects in which we hold an interest may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict.

Royalties, streams and similar interests may not be honored by operators of a project

Non-performance by our counterparties may occur if such counterparties find themselves unable to honor their contractual commitments due to financial distress or other reasons. In such circumstances, we may not be able to secure similar agreements on as competitive terms or at all. No assurance can be given that our financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfill their contractual obligations in the future. Such failure could have a material adverse effect on our business, results of operations and financial condition.

To the extent grantors of royalties or streams that are or may be held by us do not abide by their contractual obligations, we may be forced to take legal action to enforce our contractual rights. Such litigation may be time-consuming and costly and, as with all litigation, no guarantee of success can be made. Should any such decision be determined adverse to us, it may have a material adverse effect on our business, results of operations and financial condition.

Emerging Growth Company Status

We qualify as an “emerging growth company,” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable to public companies. The provisions include:

· we are only required to provide reduced disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

· we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

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· we are not required to submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”, “say-on-frequency” and “say-on-golden parachutes”; and

· we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the chief executive officer’s compensation to our median employee compensation.

We may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of our direct listing or such earlier time we no longer qualify as an emerging growth company. We would cease to qualify as an emerging growth company upon the earliest of (a) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more, (b) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities and (c) the last day of the fiscal year in which the market value of our common shares held by non-affiliates exceeded $700.0 million as of the last business day of our most recently completed second fiscal quarter.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.

Foreign Private Issuer Status

We will report under the Exchange Act as a “foreign private issuer” under the U.S. securities laws. In our capacity as a foreign private issuer, we are exempt from certain laws and regulations of the SEC and certain regulations of Nasdaq. Consequently, we are not subject to all of the disclosure requirements applicable to U.S. domestic public companies. For example, we are exempt from certain rules under the Exchange Act, as amended, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our executive officers, the members of our board of directors and our principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16(b) of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Since March 18, 2026, our officers and directors, but not our principal shareholders, have been subject to the reporting requirements of Section 16(a) of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We will remain a foreign private issuer until such time that more than 50% of our outstanding voting securities are held or record by U.S. residents and any of the following three circumstances applies: (i) the majority of the executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

We have taken advantage of certain reduced reporting and other requirements. Accordingly, the information contained in our public disclosure may be different from the information you receive from other public companies.

New and amended standards and interpretations

IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures

On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7. These amendments clarify the date of recognition and derecognition of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. The amendments also added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments did not have a material impact on the Company’s financial statements.

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Recent Accounting Pronouncements

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.

IFRS 18 — Presentation and Disclosure in Financial Statements

In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.

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• EX-99.1 EXHIBIT 99.1 693.1 KB
• EX-99.2 EXHIBIT 99.2 218.2 KB