Metals Royalty Company Inc SEC Filings

Metals Royalty Co Inc. director Brian Thomas O'Neill acquired 10,000 Common Shares at $13.00 per share in a private placement directly from the company. The acquisition is described as exempt from Section 16(b) under Rule 16b-3(d).

After this transaction, O'Neill directly holds 352,164 Common Shares. Separate indirect holdings reported include 432,692 Common Shares held by 1351389 B.C. Ltd. and 600,000 Common Shares held by his spouse, with beneficial ownership over these indirect positions disclaimed except for any pecuniary interest.

The Metals Royalty Company Inc. closed its first Mesabi Metallics royalty deal and strengthened its balance sheet to support future cash flow. The company acquired a 1.0% index-priced gross overriding production royalty with a revenue floor on the Mesabi iron ore project in Minnesota, funded by an $80.1 million private placement at $13.00 per share and a draw under a senior secured credit facility. TMCR also exercised an option to buy an additional 1.0% royalty interest on the same terms by July 31, 2026, which would double its Mesabi royalty to 2.0%. In parallel, the company appointed Michael Hess, Chief Investment Officer of Hess Capital and representative of an anchor shareholder, as Non-Executive Co-Chairman, signaling deeper strategic alignment as TMCR builds a portfolio of long-duration U.S. critical mineral royalties.

Metals Royalty Co Inc. disclosure shows CEO and Chairman Brian Paes-Braga beneficially owns 13,972,630 common shares, representing 25.4% of the class. The filing states Paes-Braga has sole voting and sole dispositive power over these shares. The percentage was calculated using 55,061,113 shares issued and outstanding as of the issuer's Registration Statement on Form 20-F filed April 27, 2026. The Schedule 13G is signed May 15, 2026 and references the ownership position as of March 31, 2026.

Metals Royalty Co Inc. group investors led by John B. Hess reported beneficial ownership of 3,000,000 Shares, representing 5.45% of the outstanding Common Shares. The filing breaks ownership across entities: JMH Ventures LLC (2,000,000 shares, 3.63%), HPI (1,000,000 shares, 1.82%), and Hess GP LLC (1,000,000 shares, 1.82%).

The percent calculations were based on 55,061,113 Shares issued and outstanding as disclosed in a post-effective Amendment No. 1 to the issuer's Form F-1 filed March 27, 2026. The filing states the reported shares are held directly by the named entities and describes voting and dispositive powers for each reporting person.

The Metals Royalty Company Inc. filed a prospectus supplement updating a resale registration for 55,061,113 common shares to permit certain shareholders to sell those shares on Nasdaq, with the company receiving no proceeds from such resales.

The supplement discloses a May 11, 2026 last sale price of $13.75 per share and references Form 6-K exhibits containing Q1 2026 interim financial statements and MD&A. The supplement also describes a May 6, 2026 definitive agreement to acquire a royalty interest in the Mesabi iron ore project for $132.5M, and contemplated financing via an up to $80.0M PIPE and a $50.0M credit facility term sheet.

The Metals Royalty Company Inc. reported a net loss of $10.2 million for the three months ended March 31 2026, driven by $4.7 million of general and administrative costs, largely direct listing expenses, and $6.1 million of share‑based compensation. The business had no revenue from its core metals and minerals segment and has fully exited its former oil and gas operations.

Cash increased to $31.3 million as of March 31 2026, helped by $15.7 million of proceeds from subscription receipts converted into common shares ahead of the company’s Nasdaq direct listing under the symbol TMCR. Subsequent to quarter end, the company signed a definitive agreement to acquire a royalty on the Mesabi iron ore project for $132.5 million, to be funded through an up to $80.0 million PIPE equity financing and a proposed $50.0 million acquisition credit facility, both subject to customary conditions.

The Metals Royalty Company Inc. files a prospectus supplement registering the resale of 55,061,113 common shares by identified holders. The supplement accompanies disclosures of a $132.5M royalty purchase agreement to buy a portion of an iron‑ore royalty on the Mesabi project, including a $125M cash component and $7.5M of common shares, funded in part by a private placement and a proposed credit facility. The Company agreed to a private placement of 6,004,330 shares at $13.00 per share (gross proceeds ~$78M) and has a credit facility term sheet for a senior secured term loan with net proceeds up to $50M at an initial interest rate of 9.00% per annum. Closing of the Purchased Royalty is conditional on customary items, including completion of the equity financing, technical reports under Regulation S‑K 1300, title opinions, and consents; the Private Placement closing and resale registration are linked to that closing.

The Metals Royalty Company Inc. agreed to buy a major iron ore royalty on Mesabi Metallics’ Nashwauk, Minnesota project for $132.5 million, plus an option to acquire an additional royalty for a further $132.5 million. The initial deal combines $125 million in cash and $7.5 million in common shares, backed by a non‑refundable $15 million deposit subject to limited refund conditions.

To help fund the cash portion, the company arranged a private placement of 6,004,330 common shares at $13.00 per share, raising about $78 million in gross proceeds, and signed a term sheet for a senior secured term loan with up to $51.8 million in principal and up to $50 million in net cash proceeds at a base interest rate of 9.00% per year. The term loan would mature 36 months after funding and includes increasing coupon step‑ups, amortization starting in month 13, mandatory prepayments from future financings and make‑whole and call premiums.

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.