Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
On June 1, 2026, The Metals Royalty Company Inc (the “Company”)
issued a press release titled “The Metals Royalty Company Inc. Closes Mesabi Royalty Acquisition, Exercises Option to Acquire an
Additional 1% Royalty Interest and Appoints Michael Hess as Non-Executive Co-Chairman”. A copy of the press release is furnished
here as Exhibit 99.1 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.
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.
Exhibit 99.1
The Metals Royalty Company Inc. Closes Mesabi
Royalty Acquisition, Exercises Option to Acquire an Additional 1% Royalty Interest and
Appoints Michael Hess as Non-Executive Co-Chairman
1% Royalty Acquisition on One of the United
States' Only Large-Scale Sources of Merchant DR-Grade Iron Ore, Establishing Near-Term Royalty Cash Flow and a Dual-Asset Portfolio Foundation
Closing Highlights:
| · | Mesabi Royalty acquisition closed – TMCR has completed the acquisition of a 1.0% Index-Priced
Gross Overriding Production Royalty with a Revenue Floor on the Mesabi Metallics iron ore project in Nashwauk, Minnesota – one of
the United States' only new, large-scale sources of merchant DR-grade iron ore pellets and a project that sits at the heart of the American
green steel supply chain – for total consideration of $132.5 million, including $7.5 million share consideration issued by TMCR
to the vendors. |
| · | Option exercised to double royalty position to 2.0% for additional consideration – TMCR has
exercised its option to acquire an additional 1.0% royalty interest in the Mesabi Project on the same economic terms as the initial acquisition,
which, if completed prior to July 31, 2026, would double the Company’s royalty to 2.0% of production and double anticipated annual
royalty cash flow; the Company intends to seek funding to close the additional interest on or before July 31, 2026, subject to the terms
and conditions of the royalty purchase agreement, as amended. |
| · | Michael Hess appointed Non-Executive Co-Chairman – Michael Hess, Chief Investment Officer
of Hess Capital, appointed to TMCR’s board leadership alongside Executive Co-Chairman and CEO Brian Paes-Braga, positioning the
Company to accelerate its mission of financing America's mineral security and pursue a pipeline of potential royalty opportunities. |
| · | Near-term potential royalty cash flow – TMCR believes that the Mesabi Royalty will deliver
a long-duration royalty stream that aligns with TMCR's investment mandate, with anticipated annual royalty cash flow potential of up to
approximately $13.0 million; commissioning of the project anticipated to commence in H2 2026 and the opportunity to double the cash flow
if the option to acquire an additional 1% royalty is completed, underpinned by a forecasted 23-year mine life and possible upside tied
to commodity prices and throughput expansion. |
| · | Tier-1 asset, Tier-1 jurisdiction, world-class sponsorship – We expect the Mesabi project
to be one of the lowest-cost DR pellet producers in North America, backed by Essar Group – a global industrial platform with over
50 years of experience, ~$15 billion in revenue, and over $2 billion of equity committed to Mesabi – fully financed to first production. |
| · | Two royalty assets, two production timelines, one compounding platform – Mesabi is targeting
H2 2026 commissioning and TMC the metals company Inc. (Nasdaq: TMC), on whose NORI polymetallic nodule project in the Clarion-Clipperton
Zone TMCR holds a 2.0% gross overriding royalty, is targeting Q4 2027 offshore installation and commissioning, positioning TMCR to have
both royalty assets generating revenue and establishing the foundation for continued portfolio growth. |
LONDON, UK, June 1, 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 its previously announced acquisition
of a 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (the “Mesabi Royalty”) in the Mesabi Metallics
iron ore project (the “Mesabi Project”) located in Nashwauk, Minnesota. The acquisition of the initial royalty was funded
concurrently with proceeds from an upsized $80.1 million private placement at $13.00 per share (the “PIPE Financing”) and
a net $43.0 million draw under the Company’s senior secured acquisition credit facility entered into on June 1, 2026, with a $7.0
million delayed draw accessible when the Company completes the acquisition of the additional 1.0% royalty. The Company has exercised the
option to purchase an additional 1.0% royalty, on the same terms as the initial royalty acquisition, provided the closing conditions,
including raising the necessary funding, are satisfied prior to July 31, 2026. The Company also announced the appointment of Michael Hess
as a director of TMCR, having the position of Non-Executive Co-Chairman of the Board of Directors, effective immediately.
With today's closing, TMCR has established its
first near-term potential cash flowing royalty asset. Mesabi Metallics – backed by Essar Group and fully financed to production
– is targeting commissioning of operations in H2 2026. Combined with The Metals Company's expectation of receiving a commercial
recovery permit from the U.S. regulator in Q1 2027, and offshore installation and commissioning targeted for Q4 2027, TMCR believes its
royalty assets may generate revenue in the short term – a significant step toward the Company's vision of a self-funding, compounding
royalty portfolio.
Exercise of Option to Acquire an Additional
1.0% Royalty
Concurrent with the closing of the initial Mesabi
Royalty, TMCR exercised an extended option to acquire an additional 1.0% royalty interest in the Mesabi Project on the same economic terms
as the initial acquisition prior to July 31, 2026. If completed, the additional interest will double TMCR's royalty to 2.0% and is expected
to double the Company's anticipated annual royalty cash flow. Under the terms of the option, the Company must raise the funds to complete
the acquisition and close the additional 1.0% royalty on or before the July 31, 2026 outside date.
Appointment of Michael Hess as Co-Chairman
The closing of the Mesabi Royalty acquisition
marks not only TMCR's first completed royalty investment as a publicly traded company, but the beginning of its next phase of growth –
and Michael Hess’s appointment as Non-Executive Co-Chairman of the Company’s Board of Directors, alongside Executive Co-Chairman
and CEO Brian Paes-Braga, will support that growth phase.
Mr. Hess is Chief Investment Officer of Hess Capital,
the private and public investment arm of the Hess family – one of TMCR's anchor strategic shareholders. He brings over 15 years
of experience evaluating, financing, and developing energy infrastructure, logistics, and services businesses across the United States,
having begun his career in the energy groups at Goldman Sachs and KKR before co-founding the Bison Companies. His appointment to the Board
of Directors as the Non-Executive Co-Chairman alongside Executive Co-Chairman Brian Paes-Braga reflects the Hess family's deepening commitment
to TMCR's platform and their conviction that financing America's critical mineral and industrial supply chains represents one of the most
consequential investment opportunities of this decade.
Leadership Commentary
“The closing of the Mesabi Royalty acquisition
is a defining moment for TMCR – and the clearest possible expression of why this Company was built,” said Brian Paes-Braga,
Executive Co-Chairman and CEO of The Metals Royalty Company Inc. “We believe America's green steel industry depends on a domestic
supply of DR-grade iron ore pellets, and Mesabi Metallics – fully financed, construction nearing completion, and backed by Essar
Group's 50 years of world-class industrial execution – is the asset that will supply it. As a royalty holder, TMCR is now positioned
to generate its first royalty revenue when Mesabi commences operations in H2 2026, and with TMC targeting Q4 2027 offshore installation
and commissioning, we expect both of our royalty assets to be generating revenue in the near term. The Mesabi Royalty – with its
23+ year mine life, embedded revenue floor, and the additional 1.0% interest we intend to acquire to double our position – is exactly
the kind of long-duration, high-quality royalty stream this platform was built to acquire. I want to welcome Michael Hess into his new
role as Non-Executive Co-Chairman – his leadership, the Hess family's long-term partnership, and the strength of the institutional
team we have assembled give me tremendous confidence in what TMCR will become.”
“I am proud to step into this role at such
a pivotal moment for TMCR,” said Michael Hess, Non-Executive Co-Chairman of TMCR. “We invested in this Company because of
our deeply-held belief that financing America's mineral security – and the re-industrialization of its critical supply chains –
is one of the most important investment themes of this decade. The Mesabi Royalty closing demonstrates the TMCR investment thesis: permanent
capital, deployed patiently into a Tier-1 asset in a Tier-1 jurisdiction, backed by a world-class operator, and structured as a royalty
to participate in long-duration cash flows with limited operational risk. I look forward to working alongside Brian and the team to build
on this foundation, execute on our growing pipeline of royalty opportunities, and deliver on the full potential of what TMCR can become.”
Transaction and Financing Summary
The initial royalty acquisition was financed through
proceeds from an upsized $80.1 million PIPE Financing at $13.00 per share (the “PIPE Shares”), including a $17.0 million presidents
list, and a draw of $44.6 million (net $43.0 million) under the Company’s up to a $51.8 million senior secured credit facility,
with the incremental credit proceeds drawable under the credit facility upon closing of the additional 1.0% royalty acquisition, entered
into on June 1, 2026 between the Company and Antarctica Capital, LLC, on behalf of its managed accounts, as lender, bearing interest at 9.0%
per annum with a 36-month maturity. Stifel acted as lead placement agent and A.G.P./Alliance Global Partners acted as co-lead placement
agent for the PIPE Financing. Yorkville Securities, William Blair and B. Riley Securities acted as co-placement agents for the PIPE Financing.
Scotiabank acted as exclusive financial advisor to Mesabi and its affiliates in connection with the royalty acquisition transaction.
The offer and sale of the PIPE Shares was made
in a transaction not involving a public offering in any jurisdiction and was not registered under the Securities Act of 1933, as amended
(the "Securities Act"). The PIPE Shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act to U.S. persons
and Regulation S to non-U.S. persons. This press release shall not constitute an offer to sell or the solicitation of an offer to buy
any securities. TMCR has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”)
registering the resale of the common shares.
The securities described herein have not been
and will not be qualified for distribution to the public under applicable Canadian securities legislation.
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 Essar Group – one of the world's most proven builders of world-scale industrial
assets, with $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 – which 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, with a mine life of 23 years or more.
The project is fully financed to first production, supported by Breakwall Capital ($520 million senior secured facility), Macquarie Group
($150 million liquidity line), and announced U.S. Export-Import Bank support of up to $10 billion for the development of a major iron
ore mining and processing facility, as part of nearly $30 billion in strategic Indo-Pacific financing to strengthen American supply chain
security.
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.
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 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 the exercise of the
Company’s option to acquire, and the anticipated funding and closing of, the additional 1.0% royalty interest in the Mesabi Project
on or before July 31, 2026 and the expected doubling of the Company’s royalty position to 2.0% and of its anticipated annual royalty
cash flow; the anticipated timing of commissioning of, and commencement of production at, the Mesabi Project; the anticipated amount of,
and potential to increase, the Company’s annual royalty cash flow; the expected mine life of the Mesabi Project and the Company’s
expectation that the Mesabi Project will be among the lowest-cost producers in its category; the status of, and progress toward, the financing
and first production of the Mesabi Project; the anticipated timing of permitting, installation and commissioning of the offshore project
of TMC the metals company Inc. (“TMC”) and the Company’s expectation that both of its royalty assets will be generating
revenue within 18 months; the Company’s intention to file a registration statement with the SEC registering the resale of the PIPE
Shares and the timing of the filing and effectiveness thereof; the revenue-generating potential of the Company’s business and industry;
the potential impact of government policy; market opportunity; the potential value of the Company’s royalty interests; and the Company’s
ability to execute on its business plan and to acquire and manage additional royalty, stream and similar interests and other statements
that are statements other than historical facts. When the Company and its management use 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: the Company’s ability to fund and complete the acquisition of the additional 1.0% royalty interest in the
Mesabi Project on or before July 31, 2026; the construction, commissioning, economic potential and timing of production at the Mesabi
Project; the permitting, production, timing and mineral content of the NORI project of TMC; the Company’s ability to file a registration
statement registering the resale of the PIPE Shares and to have such registration statement declared effective by the SEC on the timeline
contemplated by the subscription agreements, or at all; 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; the Company’s dependence on favorable government policy; volatility in commodity prices and
in the price index to which the Mesabi Royalty is referenced; 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 or furnished to
the SEC, 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
