STOCK TITAN

Metals Royalty (Nasdaq: TMCR) doubles Mesabi royalty in $165M bet on iron ore

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

The Metals Royalty Company Inc. (TMCR) reports that it has arranged and closed a US$165 million financing package tied to acquiring an additional 1.0% Mesabi Metallics iron ore royalty. The package consists of a US$140 million offering of 8.00% convertible senior secured second lien notes due 2031 and a US$25 million senior secured term loan facility.

The additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor doubles TMCR’s total Mesabi royalty interest to 2.0%. Net proceeds of approximately US$150.9 million are being used to fund the royalty acquisition, fully repay TMCR’s existing senior term loan facility, and for general corporate purposes. Share consideration to Ironclad and its nominee Mesabi Investments was increased to US$27.5 million, resulting in the issuance of 4,365,079 common shares, with a corresponding reduction in cash consideration.

Assuming Mesabi production of 7.28 Mtpa over a 23-year mine life, TMCR anticipates potential annual royalty revenue of approximately US$22 million, rising to about US$26 million if production reaches 8.5 Mtpa. The securities were issued in private placements, with TMCR committing to file a registration statement to cover resales of the related common shares.

Positive

  • Doubling Mesabi royalty to 2.0% with the added 1.0% royalty, giving TMCR increased exposure to a large DR-grade iron ore project backed by substantial prior investment.
  • Anticipated annual royalty revenue of ~US$22–26 million from Mesabi based on stated production assumptions, providing a potential long-duration cash flow stream.
  • US$165 million financing secured and closed, with net proceeds of US$150.9 million funding the acquisition and fully repaying the existing senior term loan facility.

Negative

  • Financing relies on US$140 million of 8.00% convertible senior secured second lien notes, increasing leverage and introducing future interest and principal obligations.
  • Issuance of 4,365,079 common shares as part of the US$27.5 million share consideration, plus shares issuable on note conversion and warrant exercise, creates potential dilution for existing shareholders.
  • Expected royalty revenue depends on Mesabi achieving 7.28–8.5 Mtpa production over a long mine life, exposing TMCR to project execution and iron ore price risks.

Filing Explained

The closing records 4,365,079 new shares, while conversion- and warrant-related shares remain contingent rather than issued.

This Form 6-K, an interim report used by a foreign private issuer to furnish material home-market information, records that TMCR's acquisition and financing closed on August 24, 2026. The closing leaves the company with the disclosed secured financing, 4,365,079 newly issued common shares, and warrants and convertible notes that could result in additional shares.

The filing states that the shares issued to Mesabi Investments are already outstanding, while the shares associated with note conversion and warrant exercise are described as issuable. Under the supplied dilution definition, the issued shares reduce an existing holder's percentage ownership absent offsetting changes.

The securities were sold through private placements to selected investors, and the company agreed to file a registration statement covering resales. That registration commitment concerns resale eligibility; it does not state that the contingent conversion- or exercise-related shares have been issued.

The company says Mesabi Metallics is targeting commissioning in the second half of 2026, subject to completing construction. That milestone is the stated path toward the royalty project's potential operating revenue.

The named watch item is completion of Mesabi construction and commissioning in the second half of 2026, alongside the filing and effectiveness of the promised resale registration statement.

Total financing package US$165 million US$140 million convertible notes plus US$25 million senior secured term loan facility
Convertible notes amount US$140 million 8.00% convertible senior secured second lien notes due 2031
Senior secured term loan US$25 million Senior secured term loan facility provided by Macquarie Bank Limited
Net proceeds from financing US$150.9 million After fees, expenses, and original issue discount from the Notes and Loan Facility
Total Mesabi royalty interest 2.0% Royalty interest in the Mesabi Metallics iron ore project after acquiring an additional 1.0%
Anticipated annual royalty revenue (base case) approximately US$22 million Assuming 7.28 Mtpa production over a 23-year mine life at Mesabi
Anticipated annual royalty revenue (expansion case) approximately US$26 million If Mesabi achieves contemplated expansion to 8.5 Mtpa
Share consideration value and shares issued US$27.5 million; 4,365,079 common shares Revised share consideration for Additional Mesabi Royalty, increased from US$7.5 million
Index-Priced Gross Overriding Production Royalty with a Revenue Floor financial
"an additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor"
convertible senior secured second lien notes financial
"US$140 million offering of 8.00% convertible senior secured second lien notes due 2031"
payment-in-kind interest financial
"increase in the principal amount of the Notes as a result of payment-in-kind interest"
Payment-in-kind interest is interest that a borrower pays not with cash but by increasing the loan balance or issuing additional securities, like receiving more IOUs instead of money. For investors this matters because it reduces immediate cash receipts, can dilute ownership or increase a company’s debt load over time, and signals how comfortably a borrower can meet cash obligations — all factors that affect valuation and credit risk.
registration statement regulatory
"file with the U.S. Securities and Exchange Commission a registration statement covering the resale"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Electric Arc Furnace steelmaking technical
"critical feedstock for Electric Arc Furnace steelmaking and the domestic green steel industry"
A steelmaking method that melts scrap metal or raw iron using a powerful electric arc inside a refractory-lined furnace, rather than burning coke in a traditional blast furnace. It matters to investors because it typically uses less capital, can start and stop more quickly, and produces lower greenhouse gas emissions, so companies that use it may have lower operating costs, greater flexibility and smaller regulatory or carbon‑risk exposure; imagine a giant electric oven that remelts and reshapes recycled steel on demand.

FAQ

What transaction did TMCR (Nasdaq: TMCR) announce regarding the Mesabi royalty?

TMCR closed the acquisition of an additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor on the Mesabi Metallics iron ore project, doubling its total Mesabi royalty interest to 2.0%.

How much financing did TMCR (TMCR) raise and in what form?

TMCR completed a US$165 million financing package, including US$140 million of 8.00% convertible senior secured second lien notes due 2031 and a US$25 million senior secured term loan facility.

What are the expected royalty revenues from Mesabi for TMCR?

Assuming production of 7.28 Mtpa over a 23-year mine life, TMCR anticipates potential annual royalty revenue of about US$22 million, increasing to around US$26 million if Mesabi reaches 8.5 Mtpa.

How will TMCR use the net proceeds from the US$165 million financing?

Net proceeds of approximately US$150.9 million are being used to fund the closing of the Additional Mesabi Royalty, to repay in full TMCR’s existing senior term loan facility, and for general corporate purposes.

What share issuance is involved in TMCR’s Mesabi royalty acquisition?

TMCR increased share consideration for the Additional Mesabi Royalty to US$27.5 million, resulting in the issuance of 4,365,079 common shares to Mesabi Investments, Ironclad’s nominee, with a corresponding reduction in cash consideration.

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

August 2026

 

 

 

Commission File Number: 001-43208

 

 

 

The Metals Royalty Company Inc.

 

 

 

1900 Dome Tower

333 7th 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 ¨

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On August 21, 2026, The Metals Royalty Company Inc. (the “Company”) issued a press release titled “The Metals Royalty Company Announces Fully Allocated US$165 Million Financing to Fund Acquisition of Additional 1.0% Mesabi Royalty”, and on August 24, 2026, the Company issued a press release titled “The Metals Royalty Company Announces Closing of Additional 1.0% Mesabi Royalty and US$165 Million Financing.” A copy of the press releases are furnished here as Exhibit 99.1 and Exhibit 99.2, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

 

 

TABLE OF CONTENTS

 

Exhibit No.

 

Description

     
99.1   Press Release dated August 21, 2026
     
99.2   Press Release dated August 24, 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: August 24, 2026

 

 

 

 

 

Exhibit 99.1

 

The Metals Royalty Company Announces Fully Allocated US$165 Million Financing to Fund Acquisition of Additional 1.0% Mesabi Royalty

 

US$140 Million Secured Convertible Note Offering and a US$25 Million Senior Secured Term Loan to Fund the Additional Royalty and Repay Existing Indebtedness

 

LONDON, UK, August 21, 2026 – The Metals Royalty Company Inc. (“TMCR” or the “Company”) (Nasdaq: TMCR), today announced a financing package comprised of a US$140 million offering of convertible secured notes (the “Notes”) and a US$25 million senior secured term loan facility (the “Loan Facility”).

 

The proceeds of the Notes and the Loan Facility will be used: (i) to fund the closing of the Company’s previously announced acquisition of an additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (the “Additional Mesabi Royalty”) in the Mesabi Metallics iron ore project (the “Mesabi Project”) in Nashwauk, Minnesota, from Ironclad Royalties LLC (“Ironclad”), (ii) to repay in full the Company’s existing senior term loan facility and (iii) for general corporate purposes. Closing of the Notes, the Loan Facility and the acquisition of the Additional Mesabi Royalty is expected to occur concurrently on or about August 24, 2026.

 

The Company has entered into subscription agreements with certain institutional and accredited investors for the purchase and sale of US$140 million aggregate principal amount of the Notes in a private placement. The closing of the Notes offering and the funding of the Loan Facility are subject to customary closing conditions, including the concurrent closing of the acquisition of the Additional Mesabi Royalty.

 

Summary of the Notes

 

·Principal Amount: US$140 million
·Coupon: 8.00% per annum (year 1: 6.00% cash / 2.00% payment-in-kind (“PIK”); year 2: 7.00% cash / 1.00% PIK; years 3 - 5: 8.00% cash)
·Maturity: Five years
·Conversion Premium: 37.5% above the reference price of US$6.30 per share (the “Reference Price”), resulting in an initial conversion price of approximately US$8.66 per share
·Ranking: Senior secured, second lien, guaranteed by the Company’s subsidiaries, ranking behind the Loan Facility

 

Summary of the Senior Secured Term Loan Facility

 

·Principal Amount: US$25 million senior secured loan
·Interest Rate: Term SOFR plus 4.00% per annum
·Maturity: 24 months, with a 12-month extension option
·Ranking: Senior secured, first lien, guaranteed by the Company’s subsidiaries, ranking ahead of the Notes
·Warrants: 500,000 common share purchase warrants to be issued to the lender at closing, with a five-year term and an exercise price representing a 37.5% premium to the Reference Price.

 

 

 

 

In addition, the Company has entered into a term sheet with Ironclad to amend the purchase agreement for the Additional Mesabi Royalty to increase the share consideration to an aggregate value of US$27.5 million (from US$7.5 million) (with the number of shares to be determined based on the Reference Price), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and make a corresponding reduction in the cash consideration.

 

The Notes and the warrants are being offered and sold, and the common shares to be issued to Ironclad will be issued, in private placements in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and, in the case of offers and sales outside the United States, Regulation S under the Securities Act, and on exemptions from prospectus requirements of applicable Canadian securities laws. Pursuant to a registration rights agreement to be entered into at the closing of the offering, the Company has agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the common shares issuable upon conversion of the Notes, the common shares issuable upon exercise of the warrants and the common shares to be issued to Ironclad, within the time periods set forth therein.

 

About The Metals Royalty Company Inc.

 

The Metals Royalty Company Inc. (Nasdaq: TMCR) is a purpose-built financing platform dedicated to advancing U.S. critical mineral security and re-industrialization. The Company acquires and manages metals and mineral royalties, streams, and similar structured interests across the full value chain – supporting American defense, AI infrastructure, energy systems, and industrial capacity. TMCR’s royalty-based business model is designed to enable participation in the long-term cash flows and commodity upside of strategically significant assets, with reduced exposure to the operational and development risks typically associated with resource production. For more information, please visit the Company’s website at www.themetalsroyaltyco.com. Information contained on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this press release. The Company’s filings with the U.S. Securities and Exchange Commission are available at www.sec.gov.

 

No Offer or Solicitation

 

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. The Notes, the common shares issuable upon conversion of the Notes, the warrants, the common shares issuable upon exercise of the warrants and the common shares to be issued to Ironclad have not been, and will not be at the time of their issuance, registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Company is not a reporting issuer in any province or territory of Canada and thus can only offer securities in reliance on applicable exemptions from, or in transactions not subject to, the prospectus requirements of applicable Canadian securities laws. Any prospective purchaser of the Company's securities understands that it may not be able to resell those securities except in accordance with limited exemptions available under applicable Canadian securities laws.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by the Company or on its behalf. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and "forward-looking information" within the meaning of applicable Canadian securities laws, which reflect the expectations of the Company's management regarding its future growth, future business plans and opportunities, expected activities and other statements about future events, results or performance. These forward-looking statements include, among other things, statements relating to the anticipated timing of, and the Company's ability to complete, the closing of the Notes offering, the Loan Facility and the acquisition of the Additional Mesabi Royalty; the satisfaction of the conditions to such closings; the anticipated use of proceeds, including the repayment of the Company's existing senior term loan facility; the Company's ability to enter into a definitive amendment to the purchase agreement for the Additional Mesabi Royalty on the terms set forth in the term sheet with Ironclad, and the issuance of common shares to Ironclad thereunder; the issuance of the warrants to the lender; the filing and effectiveness of a registration statement covering the resale of the common shares issuable upon conversion of the Notes, upon exercise of the warrants and to Ironclad; the construction, commissioning, ramp-up, mine life and economic potential of the Mesabi Project; the potential impact of government policy; market opportunity; and the Company's ability to execute on its business plan and to acquire and manage additional royalty interests. When the Company or its management uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate," "target," "potential" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and are based on a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances as of the date of this press release. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to: the failure to satisfy the conditions to the closing of the Notes offering and the Loan Facility, including the concurrent closing of the acquisition of the Additional Mesabi Royalty, and the risk that any investor fails to fund its subscription at closing; the failure to complete the acquisition of the Additional Mesabi Royalty on the anticipated timeline or at all, and the consequences of any such failure; the failure to enter into a definitive amendment to the purchase agreement for the Additional Mesabi Royalty on the terms set forth in the term sheet or at all; the dilutive effect of the issuance of common shares upon conversion of the Notes, upon exercise of the warrants and to Ironclad, and the increase in the principal amount of the Notes as a result of payment-in-kind interest; the Company's ability to satisfy its obligations under the Notes and the Loan Facility, including the restrictive covenants and security arrangements thereunder; the failure to file or obtain effectiveness of the resale registration statement within the time periods required by the registration rights agreement; the ability of Mesabi Metallics to complete construction of, commission and ramp up the Mesabi Project on the anticipated timeline or at all; the Company's dependence on the performance of, and information provided by, the operators of the projects underlying the Company's royalty interests; volatility in iron ore prices and the index-pricing and revenue floor mechanics of the Company's royalties; the timing and amount of any royalty revenue under the Company's royalties; the Company's limited operating history and the risks associated with new business development; the Company's potential inability to acquire additional royalty, stream or similar interests, or to achieve profitability and positive cash flow; market conditions; competitive dynamics; regulatory changes; and the other factors discussed in the "Risk Factors" section of the Company's Annual Report on Form 20-F and its subsequent reports furnished to or filed with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Investor Relations Contact

 

Lucas A. Zimmerman

MZ Group – MZ North America

(949) 259-4987

TMCR@mzgroup.us

www.mzgroup.us

 

 

 

Exhibit 99.2

 

The Metals Royalty Company Announces Closing of Additional 1.0% Mesabi Royalty and US$165 Million Financing

 

Acquisition Doubles TMCR's Mesabi Royalty Interest to 2.0%; Anticipated Annual Royalty Revenue of Approximately US$22 Million, with a Pathway to US$26 Million

 

LONDON, UK, August 24, 2026 – The Metals Royalty Company Inc. (“TMCR” or the “Company”) (Nasdaq: TMCR), a purpose-built financing platform dedicated to advancing U.S. critical mineral security and re-industrialization, today announced that it has closed on its previously announced option to acquire an additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (the “Additional Mesabi Royalty”) in the Mesabi Metallics iron ore project (the "Mesabi Project") located in Nashwauk, Minnesota, from Ironclad Royalties, LLC (“Ironclad”). The acquisition was funded with the proceeds from a concurrent financing comprised of a US$140 million offering of 8.00% convertible senior secured second lien notes due 2031 (the “Notes”), anchored by a lead order from EdgePoint Investment Group (“EdgePoint”), and a US$25 million senior secured term loan facility (the “Loan Facility”) provided by Macquarie Bank Limited (“Macquarie”).

 

The Additional Mesabi Royalty doubles TMCR’s total royalty interest in the Mesabi Project to 2.0%. Assuming production at a rate of 7.28 Mtpa over a 23-year mine life, the Company anticipates potential annual royalty revenue of approximately US$22 million, with potential to increase to approximately US$26 million if the Mesabi Project achieves its contemplated expansion to 8.5 Mtpa.

 

Closing Highlights

 

·Royalty position doubled to 2.0%: TMCR now holds a 2.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor in the Mesabi Project, one of the United States’ only new, large-scale sources of merchant DR-grade iron ore.
·Construction nearing completion: Based on Mesabi Metallics’ reporting, overall project completion stands at approximately 99%, with commissioning of the first processing line targeted for the third quarter of 2026 and first production targeted for the fourth quarter of 2026.
·Fully financed acquisition: The additional royalty was funded through a US$140 million secured convertible note offering and a US$25 million senior secured term loan from Macquarie, with the Company’s existing senior facility repaid in full at closing.
·Dual-asset royalty platform: Alongside Mesabi, TMCR also holds a 2.0% gross overriding royalty on the NORI polymetallic nodule project, estimated to be one of the world’s largest potential deposits of nickel, copper, cobalt and manganese, operated by The Metals Company Inc. (“TMC”). Following the National Oceanic and Atmospheric Administration’s (“NOAA”) full-compliance determination on TMC's consolidated U.S. commercial recovery permit application, TMC is advancing toward a commercial recovery permit ahead of targeted offshore commissioning of its production system in Q4 2027.

 

 

 

 

“Doubling our royalty position at Mesabi to 2.0% is an important milestone for TMCR and a clear expression of our business strategy,” said Brian Paes-Braga, Executive Co-Chairman and Chief Executive Officer of TMCR. “We believe America spent too long outsourcing the minerals its economy and security depend on. We believe that Mesabi is a strategically important iron ore asset in the United States that will produce critical feedstock for American green steelmaking and support economic prosperity in Northern Minnesota. With Mesabi commissioning its project and TMC advancing the NORI project toward permitting and offshore commissioning at pace, we are building an America First mining finance platform to offer investors a diversified basket of exposure to the metals that matter most to every American, including nickel, copper, manganese, cobalt, and iron ore – with many others in our sights. Establishing a senior secured facility with Macquarie, one of the world’s leading resource banks, does more than fund this acquisition – it establishes a strategic relationship that may give us access to non-dilutive capital options as we scale and execute on our pipeline. I want to thank the Essar Group for their hard work in completing this transaction, Macquarie for anchoring our senior facility, and I am pleased to welcome EdgePoint and several new investors to our business. We expect this to be exactly the kind of long-duration, high-quality royalty stream this platform was built to acquire – and we look forward to continuing to build on this foundation as we work to execute on our pipeline of potential opportunities in the second half of this year.”

 

Michael Hess, Non-Executive Co-Chairman of TMCR, added, “The Metals Royalty Company is proud to be a United States-focused finance business for the mining industry, an industry that has been neglected for several decades. There has never been a better time to support an industry so critical to our nation’s geopolitical and economic security. Brian and I want to personally welcome and thank our new institutional investors and specifically the Essar Group, who is now a major indirect shareholder in our business. We view this as a transformational moment for our company, and we could not be more excited about what the future holds.”

 

Summary of the Notes

 

·Principal Amount: US$140 million
·Price: 95.0% of the principal amount of the Notes
·Coupon: 8.00% per annum (year 1: 6.00% cash / 2.00% payment-in-kind (“PIK”); year 2: 7.00% cash / 1.00% PIK; years 3-5: 8.00% cash)
·Interest Payment Dates: March 15 and September 15 of each year, beginning March 15, 2027
·Maturity: September 15, 2031, unless earlier converted, redeemed or repurchased
·Conversion Premium: 37.5% above the reference price of US$6.30 per share (the “Reference Price”), resulting in an initial conversion price of US$8.6625 per share (equivalent to an initial conversion rate of 115.4401 common shares per US$1,000 principal amount of Notes). Conversions may be settled in cash, common shares or a combination thereof, at the Company’s election. The Notes are convertible at the holder’s option at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date

 

 

 

 

·Redemption: The Notes are not redeemable at the Company’s option prior to September 15, 2029, except in the event of certain changes in applicable withholding tax law. On or after September 15, 2029, the Company may redeem all or part of the Notes at 112.5% of their principal amount (declining to 107.5% on or after September 15, 2030), plus accrued interest
·Fundamental Change: Upon certain fundamental change events, holders may require the Company to repurchase their Notes at 100% of their principal amount plus accrued interest, and the conversion rate will be increased for Notes converted in connection with certain fundamental changes or a redemption notice
·Ranking: Senior secured, second lien, guaranteed by certain of the Company’s subsidiaries, with the liens securing the Notes ranking junior to the liens securing the Loan Facility
·Collateral: The Notes and the guarantees are secured on a second-lien basis by liens on substantially all assets of the Company and the guarantors, including the Company’s Mesabi royalty interests

 

Summary of the Senior Secured Term Loan Facility

 

·Principal Amount: US$25 million senior secured loan
·Interest Rate: Term SOFR plus 4.00% per annum
·Maturity: 24 months, with a 12-month extension option
·Ranking: Senior secured, first lien, guaranteed by certain of the Company’s subsidiaries, with the liens securing the Loan Facility ranking senior to the liens securing the Notes
·Warrants: 500,000 common share purchase warrants issued to the lender at closing, with a five-year term and an exercise price representing a 37.5% premium to the Reference Price

 

The net proceeds to the Company from the offering of the Notes and the Loan Facility, after deducting estimated fees, expenses, and original issue discount were approximately $150.9 million. The net proceeds of the Notes and the Loan Facility are being used: (i) to fund the closing of the Additional Mesabi Royalty, (ii) to repay in full the Company’s existing senior term loan facility and (iii) for general corporate purposes.

 

In connection with the closing of the Additional Mesabi Royalty, the Company, Ironclad and Mesabi Investments (USA) LLC (“Mesabi Investments”), entered into an amending agreement to the royalty purchase agreement dated May 6, 2026, as amended, to: (i) increase the share consideration to an aggregate value of US$27.5 million (from US$7.5 million), resulting in the issuance of 4,365,079 common shares in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and (ii) make a corresponding reduction in the cash consideration.

 

Scotiabank and William Blair acted as placement agents for the Notes offering. An affiliate of Scotiabank also acted as financial advisor to Ironclad, the vendor of the Additional Mesabi Royalty, in connection with the sale of the Additional Mesabi Royalty, and a portion of the proceeds of the Notes offering is being used to fund the Company’s acquisition of the Additional Mesabi Royalty from Ironclad.

 

 

 

 

The Notes and the warrants were offered and sold, and the common shares were issued to Mesabi Investments, as Ironclad’s nominee, in private placements in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and, in the case of offers and sales outside the United States, Regulation S under the Securities Act, and on exemptions from prospectus requirements of applicable Canadian securities laws. The Company has agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the common shares issuable upon conversion of the Notes, the common shares issuable upon exercise of the warrants and the common shares issued to Mesabi Investments.

 

About the Mesabi Metallics Project

 

Mesabi Metallics is completing a merchant DR-grade iron ore mine and pellet plant located on more than 16,000 acres in Nashwauk, northern Minnesota, one of the United States' only new, large-scale sources of merchant DR-grade iron ore pellets and the critical feedstock for Electric Arc Furnace steelmaking and the domestic green steel industry. The project is backed by the Essar Group, one of the world’s most proven builders of world-scale industrial assets, which reports $15 billion in annual revenue, a 50-year operating track record, and a history of successfully building and operating multiple pellet plants of comparable scale, and has already invested over $2 billion of equity into the Mesabi Project. Mesabi Metallics is targeting commissioning of operations in H2 2026, subject to the completion of construction.

 

About The Metals Royalty Company Inc.

 

The Metals Royalty Company Inc. (Nasdaq: TMCR) is a purpose-built financing platform dedicated to advancing U.S. critical mineral security and re-industrialization. The Company acquires and manages metals and mineral royalties, streams, and similar structured interests across the full value chain – supporting American defense, AI infrastructure, energy systems, and industrial capacity. TMCR’s royalty-based business model is designed to enable participation in the long-term cash flows and commodity upside of strategically significant assets, with reduced exposure to the operational and development risks typically associated with resource production. For more information, please visit the Company’s website at www.themetalsroyaltyco.com. Information contained on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this press release. The Company’s filings with the U.S. Securities and Exchange Commission are available at www.sec.gov.

 

No Offer or Solicitation

 

This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes, the common shares issuable upon conversion of the Notes, the warrants, the common shares issuable upon exercise of the warrants and the common shares issued to Mesabi Investments have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Company is not a reporting issuer in any province or territory of Canada and thus can only offer securities in reliance on applicable exemptions from, or in transactions not subject to, the prospectus requirements of applicable Canadian securities laws. Any prospective purchaser of the Company's securities understands that it may not be able to resell those securities except in accordance with limited exemptions available under applicable Canadian securities laws.

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by the Company or on its behalf. This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and “forward-looking information” within the meaning of applicable Canadian securities laws, which reflect the expectations of the Company's management regarding its future growth, future business plans and opportunities, expected activities and other statements about future events, results or performance. These forward-looking statements include, among other things, statements relating to the construction, commissioning, ramp-up, completion, mine life, production rates and economic potential of the Mesabi Project; potential royalty revenues; the size and economic potential of the NORI project; permitting, commissioning and production information for the NORI project; the potential impact of government policy; market opportunity; and the Company's ability to execute on its business plan and to acquire and manage additional royalty interests. When the Company or its management uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate," "target," "potential" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and are based on a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances as of the date of this press release. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to:; the dilutive effect of the issuance of common shares upon conversion of the Notes, upon exercise of the warrants and to Mesabi Investments, and the increase in the principal amount of the Notes as a result of payment-in-kind interest; the Company's ability to satisfy its obligations under the Notes and the Loan Facility, including the restrictive covenants and security arrangements thereunder; the ability of Mesabi Metallics to complete construction of, commission and ramp up the Mesabi Project on the anticipated timeline or at all; the Company's dependence on the performance of, and information provided by, the operators of the projects underlying the Company's royalty interests; volatility in iron ore prices and the index-pricing and revenue floor mechanics of the Company's royalties; the timing and amount of any royalty revenue under the Company's royalties; the Company's limited operating history and the risks associated with new business development; the Company's potential inability to acquire additional royalty, stream or similar interests, or to achieve profitability and positive cash flow; market conditions; competitive dynamics; regulatory changes; and the other factors discussed in the "Risk Factors" section of the Company's Annual Report on Form 20-F and its subsequent reports furnished to or filed with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

 

 

 

Investor Relations Contact

 

Lucas A. Zimmerman

MZ Group – MZ North America

(949) 259-4987

TMCR@mzgroup.us

www.mzgroup.us

 

 

 

 

 

 

Filing Exhibits & Attachments

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