Metals Royalty (Nasdaq: TMCR) inks $132.5M Mesabi iron ore royalty deal
Rhea-AI Filing Summary
The Metals Royalty Company Inc. agreed to acquire a $132.5 million royalty interest on the Mesabi Metallics iron ore project in Minnesota, structured as a 1.0% index-priced gross overriding production royalty with a $150-per-tonne revenue floor on output up to 8.5 Mtpa and a smaller royalty above that level.
The project targets first production in H2 2026 with ramp-up in 2027 and initial annual royalty cash flow potential of up to about $13 million. To fund the purchase, TMCR arranged an allocated $75 million PIPE at $13.00 per share, including $15 million from founders and insiders, plus a term sheet for a senior secured credit facility of up to $50 million.
Mesabi Metallics plans about $2.5 billion of project investment backed by Essar Group, with a mine life of at least 23 years and support from lenders including Breakwall Capital, Macquarie Group and the U.S. Export-Import Bank.
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Insights
TMCR adds a large U.S. iron ore royalty, funded by equity and debt.
TMCR is committing $132.5 million to a Mesabi Metallics royalty that is indexed to Platts DR-grade pellet pricing with a $150-per-tonne revenue floor. That structure can stabilize cash flows while retaining upside to higher iron ore prices.
Financing combines a $75 million PIPE at $13.00 per share, including $15 million insider participation, and a term sheet for up to $50 million of senior secured credit at 9.0% with step-ups. This increases leverage and equity base but anchors funding for the acquisition.
Mesabi Metallics targets commissioning in H2 2026 with ramp-up in 2027, and TMCR cites initial annual royalty cash flow potential of up to about $13 million. Actual realization will depend on project completion, production volumes and iron ore prices, all highlighted as subject to customary closing conditions and permitting and development risks.
Key Figures
Key Terms
Index-Priced Gross Overriding Production Royalty financial
PIPE Financing financial
senior secured term loan credit facility financial
Direct Reduction (DR) grade iron ore technical
Electric Arc Furnace (EAF) steelmaking technical
forward-looking statements regulatory
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
May 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 FORM 6-K REPORT
Press Release and Investor Presentation
On May 6, 2026, The Metals Royalty Company Inc., a company incorporated under the laws of British Columbia (the “Company”), issued a press release titled: “The Metals Royalty Company Inc. Enters Into Definitive Agreement to Acquire a Royalty Interest on Mesabi Metallics Iron Ore Project in Minnesota”. In connection with PIPE Financing (as defined in the press release), the Company delivered an investor presentation to potential investors on a confidential basis. A copy of the press release and investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, both of which 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.
Exhibit Index
| Description | ||
| Exhibit No. 99.1 | Press release titled: The Metals Royalty Company Inc. Enters Into Definitive Agreement to Acquire a Royalty Interest on Mesabi Metallics Iron Ore Project in Minnesota | |
| Exhibit No. 99.2 | Investor Presentation |
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: May 6, 2026
Exhibit 99.1
The Metals Royalty Company Inc. Enters Into Definitive Agreement to Acquire a Royalty Interest on Mesabi Metallics Iron Ore Project in Minnesota
$132.5 Million Acquisition of an Index-Priced Production Royalty on One of the United States' few Large-Scale Merchant DR-Grade Iron Ore Projects
Transaction Highlights:
| · | $132.5 million cornerstone royalty acquisition – TMCR has entered into a definitive agreement to acquire a 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (on production up to 8.5 Mtpa) on the Mesabi Metallics iron ore project in Minnesota, anticipated to be a fully integrated, large-scale source of high-quality DR-grade pellets critical to the global green steel transition and the advancement of American domestic steel production. |
| · | Financing funds acquisition – Transaction financed via allocated $75 million PIPE, including $15 million of participation from founders and insiders, priced at $13.00 per share; and up to a $50 million acquisition credit facility term sheet for a senior secured term-loan credit facility. |
| · | Near-term, high-quality royalty cash flow – First production targeted for H2 2026 with ramp up to full capacity expected in 2027, implying anticipated initial annual royalty cash flow potential of up to ~$13M+ with further potential upside tied to commodity prices and throughput expansion. |
| · | Tier-1 asset in a Tier-1 jurisdiction – The Mesabi Project spans more than 16,000 acres in Nashwauk, Minnesota and is expected to be one of the lowest-cost DR pellet producers in North America, supported by a 23+ year mine life. Over $2.5 billion is planned to be invested by completion date in core infrastructure at the project, which is approximately 93% complete. The project is strategically positioned near key end markets and integrated into well-established North American transportation networks. |
| · | Essar Group sponsorship with proven execution – Backed by Essar Group, a global industrial platform with >50 years of experience, ~$15B of revenue, and a track record of building and operating world-class industrial projects including pellet and steel assets – providing TMCR with the sponsor quality and execution certainty that underpins a royalty investment of this nature. |
| · | Project fully financed based on current expenditure budget to first cash flow – ~$2bn equity invested by Essar Group with additional support by a $520M senior secured facility from Breakwall Capital and a $150M liquidity line from Macquarie Group materially de-risking near-term path to production. |
| · | Strong US Government validation and strategic relevance: US Export-Import Bank announced support of up to $10B, confirming Mesabi as a strategic national supply chain asset for American green steel. |
| · | Strategic alignment – Advances TMCR's mission of financing America's mineral security by deploying long-term permanent capital into a strategically critical domestic supply chain asset, aligned with US industrial and defense policy, supporting the development of domestic iron ore production capacity. |
LONDON, UK, May 6, 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 announces that it has entered into a definitive agreement (the “Definitive Agreement”) with Ironclad Royalties LLC and Mesabi Investments (USA) LLC (collectively, “Mesabi”) with respect to the acquisition of a 25% interest in an existing 4.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (the "Mesabi Royalty") on the Mesabi Metallics iron ore project (the "Mesabi Project") located in Nashwauk, Minnesota (the "Transaction"). In connection with the Transaction, the Company also announces: (i) a allocated $75 million private sale of common shares (the "PIPE Financing"), which includes $15 million of participation from founders and insiders, priced at $13.00 per share; and (ii) up to a $50 million acquisition credit facility term sheet for a senior secured term loan credit facility (the “Credit Facility”) (together with the PIPE Financing, the “Financings”). Stifel is acting as lead placement agent and A.G.P./Alliance Global Partners is acting as co-lead placement agent for the PIPE Financing. Yorkville Securities, William Blair and B. Riley Securities are acting as co-placement agents for the PIPE Financing.
Proposed Transaction Terms
| · | Royalty Interest: TMCR is acquiring a 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor on all production up to 8.5 million tonnes per annum ("Mtpa") and a 0.25% royalty on all production above 8.5 Mtpa, on mineral tracts and mineral leases owned by Mesabi Metallics Company LLC ("Mesabi Metallics"). The royalty is indexed to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil price with an embedded revenue floor of $150 per tonne, providing structural downside protection while preserving full exposure to commodity price appreciation. |
| · | Total Purchase Price: $132.5 million, comprising $125 million in cash and $7.5 million in TMCR common shares to be based on the price of the PIPE Financing. |
| · | Deposit: $15 million payable upon execution of the Definitive Agreement, credited toward the purchase price at closing, unless rolled over when the Option to Purchase Additional 1.0% is exercised. |
| · | Royalty Step-Down: Following cumulative production of 170 million tonnes (estimated 2047), the royalty would step down to 0.25% on production up to 8.5 Mtpa and 0.0625% on production above 8.5 Mtpa. |
| · | Option to Purchase Additional 1.0%: TMCR has a 45-day option to purchase an additional 1.0% following closing of the initial 1.0% purchase. |
| · | Expected Closing: Prior to May 31, 2026, subject to the satisfaction of applicable conditions. |
Concurrent PIPE Financing
In connection with the Transaction, TMCR has allocated commitments from institutional and accredited investors for the PIPE Financing, which is expected to result in gross proceeds of approximately $75 million, before placement agent fees and offering expenses, of which $15 million represents founder and insider participation.
Pursuant to the allocated commitments, TMCR intends to sell an aggregate of 5,769,231 common shares at a purchase price of $13.00 per common share (the “PIPE Shares”). YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, has agreed to purchase 1,153,900 common shares in the offering. The PIPE Financing is conditional upon, and is expected to close concurrently with, or immediately prior to, the closing of the Transaction, subject to the satisfaction of applicable conditions. Completion of the Transaction is conditional upon, among other things, the Company satisfying a financing condition for the total purchase price of the transaction.
The offer and sale of the foregoing PIPE Shares will be made in a transaction not involving a public offering, and the PIPE Shares, when issued, will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws. The PIPE Shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to U.S. persons, and Regulation S of the Securities Act to non-U.S. persons. Accordingly, the PIPE Shares may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. TMCR has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 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, and that the prospective purchaser is responsible for compliance with applicable resale restrictions.
Acquisition Credit Facility
In addition to the PIPE Financing, the Company has entered into a term sheet for up to a $50 million senior secured Credit Facility. The term sheet contemplates a single-draw, non-revolving facility with a 36-month maturity, bearing interest at 9.0% per annum with step-ups over time, and secured by a first-priority interest over the Company’s assets. The Credit Facility is expected to close concurrently with, or immediately prior to, the closing of the Transaction, subject to satisfaction of applicable conditions, including completion of due diligence and execution of definitive documentation.
About the Mesabi Metallics Project
Mesabi Metallics is completing a merchant Direct Reduction ("DR") grade iron ore mine and pellet plant located on more than 16,000 acres in Nashwauk, northern Minnesota. The project, which represents a planned development investment of approximately $2.5 billion, is backed by Essar Group – one of the world's most proven builders of world-scale industrial assets, with $15 billion in annual revenue, $9.6 billion in assets under management, a 50-year operating track record, and a history of successfully building and operating multiple pellet plants of comparable scale. Essar Group has already invested over $2 billion of equity into the Mesabi Project.
With approximately 800 construction workers currently on site, the Mesabi Project is one of the largest private-sector industrial investments in Minnesota's history. Mesabi Metallics has announced that it is targeting commissioning of operations in H2 2026, subject to the completion of construction. The project has a mine life of 23 years or more, with a long-term vision to expand production significantly.
DR-grade iron ore pellets are the critical feedstock for Electric Arc Furnace ("EAF") steelmaking – widely recognized as the cleanest and most energy-efficient method of steel production.
Scotiabank acted as exclusive financial advisor to Mesabi and its affiliates in connection with the Transaction.
Management Commentary
"The acquisition of a royalty interest on the Mesabi Metallics project represents a defining milestone for TMCR and the direct expression of our mission to finance America's mineral security," said Brian Paes-Braga, Chairman and CEO of The Metals Royalty Company Inc. "I believe Mesabi is one of the most strategically significant industrial projects currently under development in the United States – a world-scale source of domestic DR-grade iron ore entering production at a moment when the U.S. is urgently working to reshore its steel supply chain and reduce reliance on imported raw materials. Behind this project stands Essar Group, one of the world's most proven builders of world-scale industrial assets, with a 50-year track record, $15 billion in revenue, and over $2 billion of its own equity committed to this project – exactly the kind of aligned, operationally proven sponsor that underpins a royalty investment of this nature. The quality of that sponsorship, combined with the strong institutional endorsement from Breakwall, Macquarie, and the U.S. Export-Import Bank, and the caliber of our PIPE partners in Stifel, A.G.P./Alliance Global Partners, Yorkville Securities, William Blair and B. Riley Securities gives us confidence that we have assembled the right institutional infrastructure to execute this transaction and deliver on the promise of TMCR's platform. This transaction provides TMCR with near-term cash flow visibility from a Tier-1 asset in a Tier-1 jurisdiction, meaningfully advancing our portfolio construction strategy and sets the stage for our growing platform to be able to execute on our growing pipeline of additional opportunities to support the onshoring of critical mineral and mining projects for all Americans. I want to also personally welcome all of our new stakeholders that have joined our business on this transformative acquisition."
Strategic Rationale
The Transaction is consistent with TMCR's strategy of acquiring large, world-scale royalties on U.S.-aligned assets with near-term cash flow potential. The Mesabi Royalty complements TMCR's existing portfolio anchored by its 2.0% gross overriding royalty on TMC the metals company Inc.'s (NASDAQ: TMC) NORI polymetallic nodule project in the Clarion-Clipperton Zone.
Key strategic attributes of the Transaction include:
| · | Near-term cash flow potential: Mesabi Metallics has targeted commissioning of operations in H2 2026, subject to construction completion and applicable approvals, which would represent TMCR's first revenue-generating asset. |
| · | Structural downside protection with commodity upside: The index-priced royalty structure incorporates an embedded revenue floor of $150 per tonne, providing baseline cash flow certainty while preserving full exposure to iron ore price appreciation above that floor. |
| · | Green steel demand tailwind: Global demand for DR-grade pellets is expected to grow by approximately 140% (4% CAGR) by 20502, driven by the global transition to lower-carbon EAF steelmaking processes, for which DR-grade pellets are a critical and scarce input. |
| · | Long-duration asset with expansion optionality: Backed by a 23-year mine life and a vision to expand production further, the royalty offers long-duration cash flow with significant upside potential. |
Completion of the Transaction and the Financings are subject to the satisfaction of customary closing conditions, which may not be satisfied on the terms or timeline currently contemplated, or at all.
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 www.sec.gov and the Company’s website www.themetalsroyaltyco.com.
Technical Information
The operational data regarding the Mesabi Project contained herein, including construction progress, capital invested to date, and existing financing arrangements, is derived from public disclosures of, and information provided by, Mesabi Metallics. The Company's expectations regarding production targets, mine life, and expansion potential are based on management's internal models and information provided by Mesabi Metallics.
2 Wood Mackenzie forecasts
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. This press release contains forward-looking statements which constitute "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 applicable securities laws, which reflect management of the Company’s expectations 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 closing of the Transaction, the ability to complete the Financings, the Mesabi Project, the revenue generating potential with respect to TMCR’s industry and business plans, the potential impact of government policy, market opportunity, the potential value of the NORI GORR, the Company’s ability to execute on its business plan and to acquire and manage additional royalty interests and other statements that are statements other than historical facts. When the Company and its management uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not a guarantee 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 the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties and risks related to: closing the Transaction and the Financing, the permitting, production, timing and mineral content of TMC’s NORI deposit; the economic potential and timing of production at the Mesabi Project; TMCR’s limited operating history and the risks associated with new business development; TMCR’s potential inability to acquire additional royalty, stream or similar interests, or to achieve profitability and positive cash flow; TMCR being dependent on favorable government policy for offshore mineral development; market conditions; competitive dynamics; regulatory changes; and other factors discussed in the “Risk Factors” section of the Company’s Form 20-F and subsequent reports filed with the U.S. Securities and Exchange Commission, which are available for review 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.
Investor Relations Contact
Lucas A. Zimmerman
MZ Group – MZ North America
(949) 259-4987
TMCR@mzgroup.us
www.mzgroup.us
| Project Moose Presentation 2026 Strictly Private and Confidential Financing America’s Mineral Security |
| Corporate Presentation 2 Disclaimer Strictly Private and Confidential GENERAL: THIS PRESENTATION IS BEING FURNISHED SOLELY FOR THE PURPOSE OF CONSIDERING A POTENTIAL PRIVATE PLACEMENT OF SECURITIES (THE “PIPE FINANCING”) INVOLVING THE METALS ROYALTY COMPANY INC. (THE “COMPANY”), AND FOR NO OTHER PURPOSE. THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS BEING PROVIDED TO YOU SOLELY IN YOUR CAPACITY AS A POTENTIAL INVESTOR IN CONSIDERING AN INVESTMENT IN THE COMPANY. BY ACCEPTING THIS PRESENTATION, THE RECIPIENT ACKNOWLEDGES AND AGREES THAT ALL OF THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, THAT THE RECIPIENT WILL DISTRIBUTE, DISCLOSE AND USE SUCH INFORMATION ONLY FOR SUCH PURPOSE AND THAT THE RECIPIENT SHALL NOT DISTRIBUTE, DISCLOSE OR USE SUCH INFORMATION IN ANY WAY DETRIMENTAL TO THE COMPANY. THIS PRESENTATION WILL NOT BE, AND IS NOT INTENDED TO BE, MADE AVAILABLE TO THE PUBLIC IN ANY JURISDICTION OF CANADA. ANY SECURITIES OF THE COMPANY TO BE OFFERED IN THE PIPE FINANCING CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE, PROVINCIAL OR FOREIGN SECURITIES LAWS. ANY SECURITIES TO BE OFFERED IN THE PIPE FINANCING CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES EXCHANGE COMMISSION (THE “SEC”), ANY STATE OR PROVINCIAL SECURITIES COMMISSION OR OTHER UNITED STATES, CANADIAN OR FOREIGN REGULATORY AUTHORITY, AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D), REGULATION S UNDER THE SECURITIES ACT OR IN RELIANCE ON EXEMPTIONS FROM THE APPLICABLE CANADIAN PROSPECTUS REQUIREMENTS. THE PIPE FINANCING WILL BE OFFERED AND SOLD ONLY TO “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND INSTITUTIONAL “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) PROMULGATED UNDER THE SECURITIES ACT) OR TO INVESTORS DULY QUALIFIED FOR A PROSPECTUS EXEMPTION UNDER APPLICABLE CANADIAN SECURITIES LAWS. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY IN ANY STATE, PROVINCE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE, PROVINCE OR JURISDICTION. BEFORE YOU INVEST YOU SHOULD UNDERTAKE YOUR OWN DILIGENCE. FORWARD-LOOKING STATEMENTS: THIS PRESENTATION CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR “FORWARD-LOOKING INFORMATION” WITHIN THE MEANING OF APPLICABLE CANADIAN SECURITIES LAWS (COLLECTIVELY, “FORWARD-LOOKING STATEMENTS”), INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO THE PROPOSED ACQUISITION OF INTERESTS IN THE MESABI METALLICS PROJECT AND ANY RELATED TRANSACTIONS (THE “PROPOSED TRANSACTION”), THE EXPECTED TIMING, STRUCTURE AND COMPLETION THEREOF, THE ANTICIPATED BENEFITS OF THE PROPOSED TRANSACTION, INCLUDING EXPECTED ROYALTY REVENUES, CASH FLOWS, NET PRESENT VALUE AND STRATEGIC POSITIONING, THE PROJECTED PRODUCTION, DEVELOPMENT TIMELINES, PERMITTING, FINANCING AND EXPECTED FIRST PRODUCTION OF UNDERLYING PROJECTS, INCLUDING NORI AND MESABI, THE COMPANY’S EXPECTED FUTURE FINANCIAL PERFORMANCE ON A PRO FORMA BASIS FOLLOWING THE PROPOSED TRANSACTION, AND OTHER PROJECTIONS REGARDING MINE LIFE, EXPANSION POTENTIAL, COMMODITY DEMAND AND OPERATING PERFORMANCE. SUCH STATEMENTS CAN BE IDENTIFIED BY THE FACT THAT THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS AND MAY BE IDENTIFIED BY WORDS SUCH AS “WILL,” “MAY,” “COULD,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “PROJECT,” “INTEND,” “PLAN,” “BELIEVE,” “POTENTIAL,” AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND POTENTIALLY INACCURATE ASSUMPTIONS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, RISKS THAT THE PROPOSED TRANSACTION MAY NOT BE COMPLETED ON THE ANTICIPATED TERMS OR AT ALL, THAT THE COMPANY MAY NOT REALIZE THE EXPECTED BENEFITS, INCLUDING PROJECTED REVENUES OR CASH FLOWS, FROM THE PROPOSED TRANSACTION, THAT UNDERLYING PROJECTS, INCLUDING NORI, MAY NOT BE DEVELOPED, FINANCED, PERMITTED OR OPERATED AS EXPECTED, THAT REQUIRED REGULATORY APPROVALS OR PERMITS MAY BE DELAYED OR NOT OBTAINED, THAT FINANCING MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS OR AT ALL, THAT COMMODITY PRICES MAY FLUCTUATE MATERIALLY, THAT CAPITAL AND OPERATING COSTS MAY BE HIGHER THAN EXPECTED, THAT DEVELOPMENT TIMELINES MAY BE DELAYED, THAT THE COMPANY’S COUNTERPARTIES, OPERATORS OR PARTNERS, INCLUDING THE METALS COMPANY (“TMC”), MAY FAIL TO PERFORM THEIR OBLIGATIONS, THAT GEOLOGICAL, TECHNICAL OR METALLURGICAL ASSUMPTIONS MAY PROVE INCORRECT, THAT THE COMPANY’S LIMITED OPERATING HISTORY AND RELIANCE ON THIRD-PARTY PROJECT DEVELOPERS MAY ADVERSELY AFFECT OUTCOMES, THAT INFORMATION RELATING TO NORI IS DERIVED FROM PUBLICLY AVAILABLE DISCLOSURES OF TMC THAT HAVE NOT BEEN INDEPENDENTLY VERIFIED BY THE COMPANY, THAT GLOBAL ECONOMIC, FINANCIAL AND GEOPOLITICAL CONDITIONS, INCLUDING INFLATION, INTEREST RATES, SUPPLY CHAIN DISRUPTIONS, TRADE RESTRICTIONS OR CONFLICTS, MAY IMPACT THE COMPANY’S BUSINESS, AND OTHER RISKS DESCRIBED IN THE COMPANY’S FILINGS WITH THE SEC. ANY FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESENTATION, AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE SUCH STATEMENTS EXCEPT AS REQUIRED BY LAW. MANAGEMENT’S ESTIMATES AND USE OF DATA: CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION, INCLUDING FORECASTS AND EXPECTATIONS RELATING TO THE PROPOSED TRANSACTION AND THE COMPANY’S PRO FORMA PERFORMANCE, IS BASED ON INTERNAL MANAGEMENT ESTIMATES, MODELS AND ASSUMPTIONS, AS WELL AS THIRD-PARTY DATA AND REPORTS, INCLUDING ESTIMATES OF ROYALTY REVENUE AND CASH FLOW ATTRIBUTABLE TO THE PROPOSED TRANSACTION, ASSUMPTIONS REGARDING PRODUCTION LEVELS, TIMING AND RAMP-UP OF THE MESABI AND NORI PROJECTS, EXPECTED DEVELOPMENT AND EXPANSION SCENARIOS, AND ANTICIPATED MARKET CONDITIONS. WHILE THE COMPANY BELIEVES THESE ASSUMPTIONS AND SOURCES ARE REASONABLE, THEY ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL, INCLUDING THE PERFORMANCE OF THIRD-PARTY OPERATORS AND THE ACCURACY OF THIRD-PARTY DISCLOSURES, INCLUDING THOSE OF TMC WITH RESPECT TO NORI, AND SUCH ASSUMPTIONS MAY PROVE TO BE INCORRECT. IF SUCH ASSUMPTIONS ARE INACCURATE OR IF UNDERLYING CONDITIONS CHANGE, THE ANTICIPATED BENEFITS OF THE PROPOSED TRANSACTION AND RELATED PROJECTIONS MAY NOT BE REALIZED AND COULD DIFFER MATERIALLY FROM THOSE PRESENTED HEREIN. CERTAIN TECHNICAL AND SCIENTIFIC INFORMATION RELATING TO MINERAL PROJECTS REFERENCED IN THIS PRESENTATION, INCLUDING THOSE UNDERLYING THE PROPOSED TRANSACTION, HAS BEEN DERIVED, IN PART, FROM UNPUBLISHED STUDIES AND REPORTS PREPARED IN ACCORDANCE WITH CANADIAN NATIONAL INSTRUMENT 43-101 (“NI 43-101”) AND OTHER APPLICABLE STANDARDS AND MAY INCLUDE RESOURCE ESTIMATES, PRODUCTION ASSUMPTIONS, MINE LIFE PROJECTIONS AND ECONOMIC ANALYSES THAT FORM THE BASIS OF CERTAIN PROJECTIONS CONTAINED HEREIN. SUCH DISCLOSURE MAY NOT BE COMPARABLE TO, AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH, THE REQUIREMENTS OF SUBPART 1300 OF REGULATION S-K (“S-K 1300”) UNDER U.S. SECURITIES LAWS, AND INVESTORS SHOULD NOT ASSUME THAT MINERAL RESOURCES OR RESERVES REPORTED UNDER NI 43-101 STANDARDS WOULD BE REPORTED OR PRESENTED IN THE SAME MANNER UNDER S-K 1300 OR THAT SUCH RESOURCES WOULD BE ECONOMICALLY OR LEGALLY EXTRACTABLE. ALL INFORMATION RELATING TO THE NORI PROJECT HAS BEEN DERIVED FROM PUBLICLY AVAILABLE DOCUMENTS FILED BY TMC, INCLUDING TECHNICAL REPORTS AND OTHER DISCLOSURES, AND HAS NOT BEEN INDEPENDENTLY REVIEWED, VERIFIED OR VALIDATED BY THE COMPANY. THE COMPANY WILL PUBLICLY FILE S-K 1300 REPORTS FOLLOWING THE CLOSING OF THE PIPE FINANCING AND THE DISCLOSURE HEREIN IS QUALFIED IN ITS ENTIRETY BY REFERNCE TO SUCH REPORTS ONCE FILED. USE OF PROJECTIONS; FINANCIAL, CAPACITY AND PRODUCTION TARGETS: THIS PRESENTATION CONTAINS PROJECTED FINANCIAL, PRODUCTION AND OPERATING INFORMATION, INCLUDING PRO FORMA ROYALTY REVENUE PROJECTIONS, ESTIMATED ANNUAL REVENUE RANGES ASSOCIATED WITH THE PROPOSED TRANSACTION, PROJECTED PRODUCTION VOLUMES, CAPACITY EXPANSION SCENARIOS, MINE LIFE ESTIMATES AND NET PRESENT VALUE AND OTHER MODEL-DERIVED METRICS, WHICH ARE BASED ON INTERNAL MANAGEMENT MODELS AND ASSUMPTIONS, INCLUDING, WITHOUT LIMITATION, COMMODITY PRICES, PRODUCTION PROFILES, CAPITAL EXPENDITURES, OPERATING COSTS, DEVELOPMENT TIMING AND OTHER FACTORS RELATING TO THE PROPOSED TRANSACTION AND THE UNDERLYING ASSETS, INCLUDING INFORMATION RELATING TO NORI DERIVED FROM PUBLICLY AVAILABLE DISCLOSURES OF TMC. SUCH PROJECTIONS ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THE REALIZATION OF SUCH PROJECTIONS IS SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING THE RISK THAT THE PROPOSED TRANSACTION IS NOT COMPLETED, THAT DEVELOPMENT PLANS CHANGE, THAT PERMITTING OR CONSTRUCTION IS DELAYED, THAT FINANCING IS NOT OBTAINED, OR THAT MARKET CONDITIONS DIFFER FROM THOSE ASSUMED. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE REFLECTED IN SUCH PROJECTIONS, AND THE INCLUSION OF SUCH PROJECTIONS IN THIS PRESENTATION SHOULD NOT BE REGARDED AS A REPRESENTATION THAT SUCH RESULTS WILL BE ACHIEVED. THE COMPANY’S INDEPENDENT AUDITORS HAVE NOT AUDITED, REVIEWED, COMPILED OR PERFORMED ANY PROCEDURES WITH RESPECT TO SUCH PROJECTIONS AND DO NOT EXPRESS ANY OPINION OR PROVIDE ANY ASSURANCE WITH RESPECT THERETO. CANADIAN SECURITIES LAWS: CANADIANS ARE BEING PROVIDED THIS PRESENTATION IN RELIANCE ON EXEMPTIONS FROM THE APPLICABLE CANADIAN PROSPECTUS REQUIREMENTS FOR “ACCREDITED INVESTORS”, AS THAT TERM IS DEFINED IN CANADA. BY ACCEPTING THIS PRESENTATION, YOU REPRESENT AND WARRANT TO THE COMPANY THAT YOU ARE, AS OF THE DATE OF YOUR ACCEPTANCE OF THIS PRESENTATION, AN “ACCREDITED INVESTOR”. 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 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, AND THAT THE PROSPECTIVE PURCHASER IS SOLELY RESPONSIBLE FOR (AND THE COMPANY IS NOT IN ANY WAY RESPONSIBLE FOR) THE COMPLIANCE WITH APPLICABLE RESALE RESTRICTIONS. PURCHASERS OF SECURITIES IN CANADA MAY HAVE STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION IN THE EVENT THAT THE FOREGOING PRESENTATION IS DEEMED TO BE AN OFFERING MEMORANDUM PURSUANT TO SECURITIES LEGISLATION IN THE APPLICABLE PROVINCE OR TERRITORY OF CANADA IN CONNECTION WITH A SALE OF SECURITIES. THESE REMEDIES, OR NOTICE WITH RESPECT THERETO, MUST BE EXERCISED, OR DELIVERED, AS THE CASE MAY BE, BY THE PURCHASER WITHIN THE TIME LIMITS PRESCRIBED BY THE APPLICABLE SECURITIES LEGISLATION. PURCHASERS SHOULD REFER TO THE APPLICABLE SECURITIES LEGISLATION FOR THE COMPLETE TEXT OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR. “MISREPRESENTATION” MEANS AN UNTRUE STATEMENT OF A MATERIAL FACT OR AN OMISSION TO STATE A MATERIAL FACT THAT IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE A STATEMENT NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE. INDUSTRY AND MARKET DATA: THIS PRESENTATION INCLUDES INDUSTRY AND MARKET DATA, INCLUDING COMMODITY PRICING ASSUMPTIONS, DEMAND FORECASTS AND SUPPLY PROJECTIONS, WHICH UNDERPIN CERTAIN PROJECTIONS RELATING TO THE PROPOSED TRANSACTION AND THE COMPANY’S EXPECTED FUTURE PERFORMANCE, AND SUCH DATA IS DERIVED FROM THIRD-PARTY SOURCES AS WELL AS INTERNAL ESTIMATES AND RESEARCH. WHILE THE COMPANY BELIEVES SUCH DATA TO BE RELIABLE, IT HAS NOT BEEN INDEPENDENTLY VERIFIED AND INVOLVES A NUMBER OF ASSUMPTIONS AND LIMITATIONS, INCLUDING ASSUMPTIONS REGARDING FUTURE MARKET CONDITIONS, REGULATORY FRAMEWORKS AND TECHNOLOGICAL DEVELOPMENTS, AND ACCORDINGLY NO REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR COMPLETENESS OF SUCH DATA, AND UNDUE RELIANCE SHOULD NOT BE PLACED THEREON. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN, AND NOTHING CONTAINED IN THIS PRESENTATION IS, OR SHALL BE RELIED UPON AS, A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY OR THE PROPOSED TRANSACTION. THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND ANY SUCH OFFER WILL BE MADE ONLY PURSUANT TO DEFINITIVE OFFERING DOCUMENTS. RECIPIENTS SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS OF THE COMPANY, THE PROPOSED TRANSACTION AND THE UNDERLYING PROJECTS, INCLUDING THE ASSOCIATED RISKS, AND SHOULD CONSULT THEIR OWN ADVISORS WITH RESPECT TO LEGAL, TAX, REGULATORY, FINANCIAL AND ACCOUNTING MATTERS. |
| Corporate Presentation 3 TMCR Transformational, Tone Setting Acquisition Strictly Private and Confidential Iron Ore royalty underwrites NAV accretion strategy and provides right-hand skew. 1 (1) Export-Import Bank of the United States (EXIM), "EXIM Powers America's Energy Dominance Agenda Unlocking Nearly $30 Billion in Indo-Pacific Financing", March 17, 2026. All numbers shown USD unless otherwise stated. |
| Corporate Presentation 4 NORI Royalty Clarion Strictly Private and Confidential -Clipperton Zone PROGRESS AND UPCOMING CATALYST Completed Milestones Apr 2025: Trump Executive Order directs expedited NOAA permitting and DoD/DoE assessment of nodule-derived minerals for national stockpile Aug 2025: PFS and Initial Assessment published, $5.5B and $18.1B NPV respectively, $23.6B combined, Q4 2027 est. first production Jan 2026: NOAA modernises DSHMRA regulations, consolidating exploration and commercial recovery into a single application process Mar 2026: NOAA confirms substantial compliance for TMC USA's consolidated application, full technical and environmental review underway Upcoming Catalysts NOAA full technical and environmental review of consolidated application Feasibility study completion and commercial recovery permit decision Construction mobilization and offshore system deployment with Allseas Q4 2027: TMC FORECAST INITIAL PRODUCTION Assumptions: (NORI Royalty is subject to repurchase rights and other risks that could result in a range of revenue scenarios. See the Royalty Agreement filed by the TMC under Form 8-K on February 21, 2023) 0.5% GORR Case: Assumes repurchase rights are exercised prior to production 2.0% GORR Case(2): Fixed-rate 2.0% GORR, assumes no repurchase rights exercised INDICATIVE STEADY STATE ROYALTY REVENUE(1) 1. Before Tax Royalty Revenue.; March 2026 consensus commodity prices: Ni: $8.35/lb, Cu: $4.78/lb, Co: $18.90/lb, Manganese Silicate: $545/lb. 12Mt shows average revenue from NORI-D averaged between 2031 and 2040; 40Mt is illustrative only. 2. See the Company’s risk factors, including those regarding the repurchase rights in the Company’s Prospectus filed on form F-1 with the SEC on April 7, 2026. See applicable forward-looking and technical disclosure disclaimer at the beginning of this presentation. All financial projections, including pro forma royalty revenue, are forward-looking and derived from internal management models based on numerous assumptions, including commodity prices, production profiles, capital expenditures, and operating costs. These projections are inherently uncertain and not guarantees of future performance. All numbers shown USD unless otherwise stated. 19 78 58 234 77 312 0.5% GORR Case 2.0% GORR Case 12Mt (PFS) 40Mt (IA) |
| Corporate Presentation 5 A Standout Resource Strictly Private and Confidential Source: Bloomberg; “S-K 1300 NORI Area D Technical Report”, dated August 4, 2025 prepared for TMC the metals company Inc. and available on their EDGAR profile; “Technical Report Summary—Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone”, dated August 4, 2025 prepared for TMC the metals company Inc. and available on their EDGAR profile; see slide 18 of this presentation “NORI Royalty Overview” for category and grade breakdown TLO PNRL SAMPALA HZM (MJN+ETL) CML NICU SRL TN BSX BRVO CNC FPX GIGA TMC (NORI) 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% – 500 1,000 1,500 2,000 2,500 3,000 3,500 Grade, Ni Equivalent (%) Resource Size, milliions of metric tonnes (Mt) Average NiEq Grade: 1.15% Average Resource Size: 886Mt Bubble size reflects Ni equivalent resource NORI combines exceptional scale with above-average nickel-equivalent grade. |
| Corporate Presentation 6 Strictly Private and Confidential Impact on American Supply 1Mt 232% - 0.5 1.0 1.5 2.0 2.5 3.0 Mt Manganese US Domestic Supply US Imports TMC Production 13kt 64% - 2 4 6 8 10 12 14 Kt Cobalt US Domestic Supply US Imports TMC Production 240kt 44% - 50 100 150 200 250 300 Kt Nickel US Domestic Supply US Imports TMC Production 1.9Mt 4% - 0.3 0.6 0.9 1.2 1.5 1.8 2.1 Mt Copper US Domestic Supply US Imports TMC Production Source: United States Geological Survey. Mineral Commodity Summaries 2025 Version 1.2. Note: US domestic supply include secondary production . TMCR production based 2031 production at 12Mt NORI could supply a meaningful share of forecast U.S. critical mineral shortfalls across multiple battery metals. |
| Corporate Presentation 7 Mesabi Royalty Strictly Private and Confidential World-Class Asset in Tier 1 Jurisdiction: • Estimated to be one of the lowest cost pellet producers in North America with 23+ year mine life1 • Significant potential to double the reserves within the next decade • Iron ore pellets produced using a standard low-risk processing technology • Strategically located in the Minnesota Iron Range with established infrastructure and access to key North American transportation networks, supporting efficient delivery to domestic and international markets Exposure to Green Steel Transition Through Quality DR-Grade Pellets: • Global demand for DR-grade pellets is expected to grow by +140% (4% CAGR) by 20502, driven by transition to lower-carbon steelmaking processes; DR-grade pellets are critical for decarbonization of the steel industry • Sole merchant supplier of DR-grade pellets in the United States with limited risks of new entries due to only a finite number of ore bodies existing globally to economically produce DR-grade pellets Significant Investment and Accomplished Team with Deep Sector Experience: • Over $2.5B invested until Q3 2026 startup, making it one of Minnesota’s largest private sector projects • Strong support from Essar Group, a leading global conglomerate, which has successfully built and operated three pellet plants of similar capacity • Experienced operational team has an extensive track record, intimate project understanding and strong networks in the local community Strong Stakeholder Support: • US EXIM Bank announced its support up to $10 billion for the development of the project as part of nearly $30 billion in strategic Indo-Pacific deals to strengthen American supply chain security • $520 million senior secured facility closed with Breakwall Capital to advance project toward Q3 2026 commercial operations • Employment potential of up to 350 new jobs Minnesota, USA Corporate Presentation 7 1 1 DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction. 2 Wood Mackenzie forecasts. All numbers shown USD unless otherwise stated. Mesabi Royalty Overview Existing Royalty 4.0% Index-Priced Gross Overriding Production Royalty ("GOPR") with a Revenue Floor TMCR is acquiring 25% of the royalty Operator Mesabi Metallics Product DR-grade Iron Ore Pellets Est. Start Date Construction nearing completion; production commencing mid-2026 Mine Life 23+ years1 |
| Corporate Presentation 8 Mesabi Transaction Overview Strictly Private and Confidential Indicative Transaction Overview TMCR Purchase 1.0% Gross Overriding Production Royalty up to 8.5Mtpa & 0.25% on all production above 8.5Mtpa Royalty Structure Index-Priced Gross Production Royalty with a Revenue Floor Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price Royalty Step Down Post 170Mt of production (est. 2047), the royalty percentage steps down from 1.0% to 0.25% on annual production of up to 8.5Mtpa and to 0.0625% above 8.5Mtpa Deposit $15 million on signing Definitive Agreements credited to purchase price Purchase Price $132.5 million Consideration: $125 million in cash and $7.5 million in shares Option 45-day option to acquire an additional 1.0% on the same terms described above. Option must be exercised prior to closing on May 31, 2026 ROFO TMCR has a right of first offer on any sale of retained 50% royalty subject to exercising the option Timing May 31, 2026 1 1 DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction. All financial projections, including pro forma royalty revenue, are forward-looking and derived from internal management models based on numerous assumptions, including commodity prices, production profiles, capital expenditures, and operating costs. These projections are inherently uncertain and not guarantees of future performance. All numbers shown USD unless otherwise stated. Investment Highlights Long-Duration Cash Flow Visibility ~$11M revenue per annum at 7.28Mtpa(1) over 23 years with near-term pathway to 8.5Mtpa and ~$13M revenue. Potential upside royalty cash flow of ~$17M at 22Mt. Structural Downside Protection Price floor embedded in the royalty agreement provides downside protection while maintaining exposure to increases in the commodity price. Compounding Optionality ROFO and option provides a path to full royalty ownership. Essar's expansion plans beyond 7.28Mtpa create a natural pipeline for TMCR to finance and participate in mine expansion. US Reindustrialization & Green Steel Demand Mesabi is one of North America's only large-scale merchant DR grade pellet projects, the critical feedstock the US green steel industry cannot source domestically. |
| Corporate Presentation 9 Project Moose - Pro-Forma Annual Royalty Revenue Strictly Private and Confidential 1,2 Base Case NORI: 0.5% NORI-D Only at Consensus Pricing Mesabi: 1.0% Floor price ($150/t) & 8.5Mt Moose Operational Upside NORI: 0.5% NORI-D Only at Consensus Pricing Mesabi: 1.0% Floor price ($150/t) & 22Mt ~$32M 1 Before Tax Royalty Revenue 2 March 2026 consensus commodity prices: Ni: $8.35/lb, Cu: $4.78/lb, Co: $18.90/lb, Manganese Silicate: $545/lb, DR Pellets: $150/t (royalty floor price). All financial projections, including pro forma royalty revenue, are forward-looking and derived from internal management models based on numerous assumptions, including commodity prices, production profiles, capital expenditures, and operating costs. These projections are inherently uncertain and not guarantees of future performance. All numbers shown USD unless otherwise stated. 1 2 4 9 20 19 19 19 19 22 19 19 19 19 22 19 19 19 10 7 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 11 4 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 12 14 16 22 33 32 32 32 32 34 32 32 32 32 34 32 32 32 22 22 27 29 35 45 44 44 44 44 47 44 44 44 44 47 44 44 44 35 NORI 0.5% Mesabi - Phase 1 Mesabi - Phase 2 (8.5Mtpa) TMCR Incl. Acquisition of Additional 1% Mesabi 1 2 4 9 20 19 19 19 19 22 19 19 19 19 22 19 19 19 10 11 13 14 16 17 17 17 17 17 17 17 17 15 14 14 14 14 14 14 12 15 18 25 37 36 36 36 36 39 36 35 33 33 36 33 33 33 24 22 28 32 40 54 54 54 54 54 57 54 52 48 47 50 47 47 47 38 NORI 0.5% Mesabi TMCR Incl. Acquisition of Additional 1% Mesabi ~$44M Steady-State (excl. option) Steady-State (incl. option) ~$36M ~$54M Steady-State (excl. option) Steady-State (incl. option) |
| Corporate Presentation 10 Project Optionality Strictly Private and Confidential Clear pathway to 22.0 Mtpa production Base Case Expansion Case Pellet Plant 1 7.28 Mtpa(1) 2026 +1.22 8.5 Mtpa(2) 2027 +2.5 11.0 Mtpa 2028 +2.5 13.5 Mtpa 2029 Pellet Plant 2 +8.5 22.0 Mtpa 2030 1.0% GOPR Hematite Processing Plant Pellet Plant Debottlenecking 0.25% GOPR • Debottlenecking (7.28 to 8.5 Mtpa): Low-cost capacity increase through debottlenecking through ~1.0 Mtpa hematite blending, validated by recent lab results. • Hematite Processing Plant (8.5 to 13.5 Mtpa): 5.0 Mtpa incremental capacity across two additional processing lines • Pellet Plant 2 (13.5 to 22.0 Mtpa): Replicates existing plant configuration, adding 8.5 Mtpa; targeted completion Q2 2030E • Each expansion phase is incremental with TMCR's 0.25% royalty participation above 8.5 Mtpa. (1) 1 DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction. (1) Includes phase 1a debottlenecking through the use of the Verti-Mill and (2) phase 1 b via introduction of blending through hematite to go from 7.28MTPA to 8.5MTPA. Increase will only commence once the necessary permit amendments are in place. Expansion scenarios, production capacity increases, capital expenditure estimates, and development timelines are forward-looking and based on internal engineering assessments and preliminary studies. There is no assurance such expansions will be completed as described or at all. All numbers shown USD unless otherwise stated. |
| Corporate Presentation 11 Essar Group Strictly Private and Confidential Mesabi Metallics is backed by Essar Group, one of the world's most proven builders of world-scale industrial assets, with $15B in revenue and a 50-year track record of attracting marquee capital partners $15B REVENUE $9.6B AUM 7,000+ EMPLOYEES 25+ COMPANIES 50+ Yr TRACK RECORD Global and Diversified Conglomerate Across Multiple Sectors METALS & MINING Iron Ore Mining and Pelletising Low Carbon Steel ENERGY Exploration & Production Green Ammonia & Hydrogen Biofuels INFRASTRUCTURE Essar Ports Essar Power Essar Projects TECHNOLOGY & RETAIL Green Mobility Black Box Pluckk Information relating to Essar Group presented on this slide has been sourced from Mesabi Metallics and/or publicly available sources. TMCR has not independently verified such information and makes no representation or warranty, express or implied, as to its accuracy or completeness. All numbers shown USD unless otherwise stated. |
| Corporate Presentation 12 The Metals Royalty Company Strictly Private and Confidential TMCR NASDAQ 55.1M Basic Shares Outstanding $28.0M Cash1 66% Strategic Ownership TMCR targets royalties and structured interests across the world's most critical mineral deposits – from exploration through production and expansion. Portfolio anchored by a 2.0% royalty on TMC's NORI project, one of the world's potentially largest undeveloped NiEq resources.2 TMCR is purpose-built for the long arc of critical minerals development. Without the constraints of short-term IRR mandates, we deploy capital across commodity cycles – from early financing through production – aligned with the multi-decade horizons these assets require. Anchored by the Hess family, TMCR was built to fortify America's critical minerals security and re-industrialization – supporting domestic industry growth across energy, defense, and the full critical minerals value chain. 1. As of March 31, 2026 2. Mining.com, “Ranked: World’s Biggest Nickel Projects,” May, 2023 All numbers shown USD unless otherwise stated. Strategic Assets with Scale Permanent Capital Advantage Western Supply Focused Financing provider for the onshoring and near-shoring of U.S. critical minerals and industry. |
| Corporate Presentation 13 Current Capitalization Summary Strictly Private and Confidential Basic Shares Outstanding 55.1M Cash1 $28.0M Debt NIL Insider & Strategic Ownership 66% Free Float (% of I/O shares) <20% Note: Chart does not reflect shares to be issued as part of the transaction Hess Family, Founders, Management (41%) (25%) HNW, FO (28%) (1) As of March 31, 2026. All numbers shown USD unless otherwise stated. |
| Corporate Presentation 14 Team Strictly Private and Confidential Brian Paes-Braga Founder, Chairman & CEO Mr. Brian Paes-Braga is a Canadian-born entrepreneur and merchant banking executive. He was the Founder and CEO of Lithium X Energy, which in a period of 2.5 years, raised over C$50 million and was acquired in an all-cash deal for C$265 million. Since founding Lithium X in 2015, Mr. Paes-Braga has led company-building transactions across a range of sectors, with over $5 billion in debt and equity financings into growth-oriented businesses. He was a board member of DeepGreen Metals, now TMC the metals company Inc., prior to its go-public transaction on the NASDAQ in September 2021. Michael Hess Co-Founder Mr. Michael Hess is an experienced investor and operator with a focus on the U.S. energy supply chain, and brings over 15 years of experience evaluating, financing and developing energy infrastructure, logistics and services businesses. Having started his career in the energy groups at Goldman Sachs and KKR, Hess then co-founded the Bison Companies, where he has helped lead the companies’ efforts in strategy, finance and business development across Bison’s portfolio—spanning oil and gas development, water infrastructure, and payments for the U.S. energy supply chain. He currently serves as the Chief Investment Officer of Hess Capital, a private and public investment arm of the Hess family. Don Sewell President & CFO Mr. Don Sewell is a private and public company finance executive and former energy investment banker. Mr. Sewell previously served as the President and Executive Director of NG Energy International Corp., a Canadian-listed energy company with assets in Colombia and previously was a senior leader in the growth equity and energy transition investments team of SAF Group. Prior to, he served as the Chief Financial Officer of a TSX-listed consumer-packaged goods company and spent several years in the energy investment banking groups of a big six Canadian bank and an independent energy investment dealer. Jackson Wood Investments Mr. Jackson Wood is an experienced mining investment professional with a background spanning private equity, M&A, and corporate finance. He served as Chief Investment Officer at Terranova Resources, a gold-focused private equity fund, and previously as Vice President at Denham Capital, where he was instrumental in deploying over US$1 billion of equity and debt across mining investments in Africa and Australia. Earlier in his career, he held positions at IGO Limited, where he contributed to the US$1.4 billion Greenbushes lithium acquisition, and at KPMG Corporate Finance. Lucas Cahill Capital Markets Mr. Lucas Cahill has involved in the origin of multiple successful public companies in the natural resource sector over the past decade. Notable exits include Lithium X Energy Corp. – which raised CDN$53 million within 2.5 years before being acquired in an all-cash transaction for CDN$265 million in 2018 – and Gold X Mining, sold to Gran Colombia Gold (now Aris Mining) for CDN$315 million in 2021. Mr. Cahill holds a BCom specializing in Finance from the UBC Sauder School of Business. Reid Obradovich Strategic Advisor Mr. Reid Obradovich is Managing Director of SAF Capital Partners, responsible for deal origination, structuring, and execution, as well as ongoing portfolio and risk management, for SAF Merchant Banking’s portfolio companies across diverse industries. Reid started his career in Institutional Sales, advising a wide variety of family offices, diversified asset managers, and private equity sponsors. Reid then transitioned to Investment Banking as a Principal and Managing Director. He then joined Stifel Nicolaus Canada as a Managing Director on the Metals & Mining Team. He has led some of the largest financings in the junior mining sector and acted as an advisor to investors and management teams globally across the commodity spectrum. |
| Corporate Presentation 15 Board of Directors Strictly Private and Confidential Brian Paes-Braga Mr. Brian Paes-Braga is a Canadian-born entrepreneur and merchant banking executive. He was the Founder and CEO of Lithium X Energy, which in a period of 2.5 years, raised over C$50 million and was acquired in an all-cash deal for C$265 million. Since founding Lithium X in 2015, Mr. Paes-Braga has led company-building transactions across a range of sectors, with over $5 billion in debt and equity financings into growth-oriented businesses. He was a board member of DeepGreen Metals, now TMC the metals company Inc., prior to its go-public transaction on the NASDAQ in September 2021. Gerard Barron Mr. Gerard Barron is the Co-Founder, Chairman, and CEO of The Metals Company, a role he has held since 2017. A seasoned entrepreneur, he launched his first venture while still in university in Australia and has since built multiple global companies across battery manufacturing, media, technology, and future-focused resource development. Brian O’Neill Mr. Brian T. O’Neill is COO of SAF Capital Partners at SAF Group, a leading structured credit and merchant banking firm that builds, finances, and advises high growth companies, providing flexible, long-term capital solutions to businesses and stable returns for investors. Prior to that, Mr. O’Neill spent nearly a decade in the practice of law with leading Canadian law firm, McCarthy Tétrault LLP. Hamed Shahbazi Mr. Hamed Shahbazi brings over 25 years of experience and currently serves as the Founder, Chairman and CEO of WELL Health Technologies Corp. (TSX: WELL.TO), a provider of digital health solutions to doctors and care providers in both the US and Canada. Under his leadership, WELL has become the largest owner and operator of outpatient medical clinics in Canada, with 210 healthcare clinics and a comprehensive practitioner enablement platform used by more than 40,000 doctors or more than 40% of all doctors in the country. Prior to WELL Health, Mr. Shahbazi founded TIO Networks, which was acquired by PayPal (Nasdaq: PYPL) for CAD$304 million in 2017. Jorge Fonseca Mr. Fonseca has over 24 years of experience in the oil & gas and investment banking sectors. He has worked at BP p.l.c., Frontera Energy Corp., Pacific Rubiales Energy Corp., Citigroup Inc., BBVA S.A. and Corporacion Andina de Fomento (CAF). His experience encompasses corporate finance, structured finance, project finance, mergers and acquisitions, initial public offerings, debt capital markets, bond issuance, corporate restructuring, derivatives, treasury management and more. He has been a part of leading and closing cross border transactions amounting to over US$22 billion, in aggregate. |
| Contact Investor Relations: Lucas Zimmerman Managing Director, MZ North America tmcr@mzgroup.us +1-949-259-4987 themetalsroyaltyco.com |
| Corporate Presentation 17 Strictly Private and Confidential Appendix |
| Corporate Presentation 18 World Strictly Private and Confidential -Class Iron Ore Mine with Extensive Infrastructure in-place Sourced from Mesabi Metallics and/or publicly available sources. TMCR has not independently verified such information and makes no representation or warranty, express or implied, as to its accuracy or completeness. DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction. Mesabi is a taconite and hematite iron ore mine, beneficiation, and pellet plant located in Nashwauk, Minnesota, with current capacity to produce 7.28 Mtpa of DR pellets The Project benefits from world-class resource quality and cost-efficiency through proven state-of-the-art technology, making Mesabi one of the lowest cost producers for DR pellets in North America Mesabi also benefits from favorable market conditions, significant local support, legislative backing and excellent infrastructure, ensuring its long-term viability and sustainability Essar is considering further significant investment opportunities to materially expand pellet production and add downstream processing capabilities (including Direct Reduced Iron), making Mesabi a core asset and a growth focus area for Essar Mesabi is expected to benefit from higher domestic pricing caused by tariffs, incentivizing increased domestic production and driving increased demand for DR grade pellets Primary Crusher Secondary Crusher Concentration Plant Pellet Plant Road & Rail Ports Processes 100% of ROM feed (~23 Mtpa) ~30% of crushed ore is fed directly to concentration plant, by-passing secondary crusher Processes 70% of feed as a secondary process (90% fed to beneficiation in total) Designed to process 21.8 Mtpa (dry) per annum of pre-concentrated ore Anticipated to produce 6.37 Mtpa (dry) per annum of DR grade concentrate Concentrate is expected to contain 70.31% total iron (“Fet”) and ~1.75% SiO2 The pellet plant has a capacity of 7.28 Mt per annum of DR grade product pellets Several measures in place to control emissions, including: low NOx burners, fabric filter baghouses, activated carbon injection, and more All required road infrastructure in place Rail includes 9 miles of tracks and 4 miles of sidings; Transportation by BNSF and CN Class 1 rail carriers to Port Convent, Louisiana at competitive prices Domestic: Transport via Rail to Port of St. Louis, Missouri International: Transport via Rail for 886 miles to Port of Convent, Louisiana Project and Infrastructure Overview Site Layout |
| Corporate Presentation 19 Low-Cost Operation Located in a Tier 1 Jurisdiction Strictly Private and Confidential Source: DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction and Wood Mackenzie (1) Costs: mining, processing, pelletizing, transport to closest port, royalty & levies, overhead. Where applicable, figures reflect weighted average cash cost of mines, per Wood Mackenzie (2) Includes Mesabi transport cost to FOB Duluth, Minnesota of $10/1 per Wood Mackenzie and includes a $6/1 or 4% FOB Louisiana royalty & levies (3) Estimated cash cost post pellet plant debottlenecking Strip Ratio • Mesabi has an attractive strip ratio of 1.66x Haul Distance • Newly constructed production facilities built near mine with short haulage distances • Significant operating cost reduction Ore Quality • Low natural silica / phosphorous results in higher grade products Process Tech • Efficiency with less maintenance using Komatsu mining equipment • Low environmental impact The Mesabi Project is projected to be one of the lowest cost pellet producers in North America(1) Road infra. already in-place short haulage distances Port of Convent, St. Louis Int’l port access Existing Minnesota grid with 2 substations Existing Northern natural gas pipeline system Water neutral project Available water & sewage Road & Rail Ports Power Water Natural Gas $98 $91 $75 $742 $663 $67 $66 $51 North America Rest of World STRUCTURAL COST ADVANTAGE ACCESS TO EXISTING INFRASTRUCTURE MARKET & COST POSITION |
| Corporate Presentation 20 Strictly Private and Confidential Taconite(1) Tonnage MagFe TotFe (MLT) (%) (%) Reserves Probable 515 21.1% 31.7% Resources (Exclusive) Indicated 214 20.5% 31.9% Inferred 30 18.9% 31.8% Mesabi Project: Reserves and Resources • Mineral rights are distinct from surface rights, with most mineral land leased in forty-acre plots • Entire resource area has been studied under a comprehensive EIS • All the reserves are Mesabi-owned or leased, excluding shared parcels (for which the permit to mine has already been granted) • Approximately 93% of the mineral rights for the Project are on parcels completely owned by Mesabi that were acquired over time from the State of Minnesota and private landowners • The remaining ~7% of mineral rights are leased for a 25 to 30-year term and are on renewable leases • Potential to significantly increase reserves and resources from acquiring control of certain state leases 1 DRA Americas - SK-1300 Technical Report Summary – Mesabi Metallic Project (2026), which TMCR expects to file with the SEC upon closing of the transaction. Significant Reserve and Resource Base with Well-Understood Upside Reserves & Resources |
| Corporate Presentation 21 Materially De-risked with Project on Track for Production Mid-2026 Strictly Private and Confidential Sourced from Mesabi Metallics and/or publicly available sources. TMCR has not independently verified such information and makes no representation or warranty, express or implied, as to its accuracy or completeness. Capital Investment 2019 — Onwards: Essar re-acquired project in 2019 and has invested over ~$1.8B through equity and shareholder loans ~$200m of incremental equity committed by sponsor since January 2024 >$200m spent in land acquisition to date to secure land control Construction Project ~91% complete and additional capital used to finish concentrator and pellet plant and begin operations Most major equipment is on site and ready for installation Construction ongoing; ~15 contractors on- and off-site building the project Permitting All key permits granted to Mesabi Amendments to select operating permits expected to be finalized by May 2026 Land In 2021, Mesabi Metallics acquired 3,200 acres of land from GPIOP — longer mine life to replace state lease mine plan Extended length of land leases Acquired sufficient land to meet production expected under the business plan Labor ~800 construction workers on site daily; expected to ramp up during peak summer construction period to finish construction on schedule Company's leadership has strong relationships in the region, leading to a pipeline of premium talent 2019 2020-21 2022-24 2025-26 2026 Essar re-acquires Mesabi Mesabi acquires 3,200 additional acres Amends leases, acquires minerals, submits permit amendments for new mine plan, and advances project construction Finalized permits, invested final ~$500 million into project CapEx, and ramping employee headcount in advance of production Expansion to 8.5Mtpa through debottlenecking Key Developments at Mesabi 2026 Received $520m in project financing and commitment of $10bn from US EXIM 2027+ Production expected H2 2026 |
| Corporate Presentation 22 Royalty Area of Interest (AOI) Strictly Private and Confidential Mesabi Project and Surrounding Area Map (approx. 8 x 10 miles) • Royalty AOI includes all mineral tracts and leases owned by Mesabi • Royalty holder granted the option to extend the AOI to any new properties/leases acquired by Mesabi within five miles of the Project • Option covers all known extensions of mineralization and virtually the entire area depicted on the map to the right |
