TMCR (NASDAQ: TMCR) registers 55.06M shares for resale via direct listing

Q: What does TMCR register for resale in this amendment?

The amendment registers the resale of 55,061,113 Common Shares by identified Registered Shareholders. The prospectus states these resales are in connection with the Company’s Direct Listing and are resale transactions only.

Q: Will TMCR receive proceeds from the registered resale of shares?

No. The prospectus states explicitly that the Company will not receive proceeds from sales of Common Shares by the Registered Shareholders; the resales are by shareholders, not an issuer primary offering.

Q: How many of the registered shares may be sold immediately upon effectiveness?

Up to 10,954,251 Common Shares being registered may be freely sold upon effectiveness; additional tranches rely on Rule 144 or are subject to contractual lock-ups totaling 44,106,862 Common Shares .

Q: Does the prospectus describe when royalties will generate revenue?

The prospectus states that neither the NORI nor Mesabi royalties has produced revenue to date and ties future receipts to operator development, permitting, construction, and commercial production milestones.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

POS AM

Rhea-AI Filing Summary

The Metals Royalty Company Inc. files a post-effective amendment to register the resale of 55,061,113 Common Shares in connection with its Direct Listing. The prospectus states up to 10,954,251 Common Shares may be freely sold on effectiveness, up to 9,954,251 may be sold in reliance on Rule 144 after applicable holding periods, and 44,106,862 Common Shares are subject to contractual lock-ups. The filing also incorporates disclosure of the Company’s May 2026 acquisition of the Mesabi Royalty and related technical report summary.

Insights

Registration covers resale of 55,061,113 common shares tied to a direct listing; proceeds treatment is resale-only.

The amendment registers the resale of up to 55,061,113 Common Shares by identified Registered Shareholders in connection with the Direct Listing. The prospectus expressly states the Company will not receive proceeds from Registered Shareholders’ resales.

Cash‑flow treatment is explicit: cash‑flow proceeds from the Registered Shareholders’ sales are not received by the Company. The filing also describes resale mechanics — brokerage transactions on the Nasdaq Capital Market at prevailing market prices — and references Rule 144 and volume/manner limitations.

Filing updates include Mesabi Royalty acquisition details and S-K 1300 technical support for Mesabi reserves.

The prospectus incorporates the Mesabi TRS prepared by DRA with effective dates January 14, 2026 (resources) and May 22, 2026 (reserves). It discloses the Mesabi Royalty purchase consideration of $132,500,000 ($125,000,000 cash plus $7,500,000 in Common Shares) and that no royalty revenue has yet been received from either material property.

The filing also notes reliance on third-party operator data for NORI and Mesabi and states the NORI Royalty is subject to repurchase rights; operational, permitting and timing uncertainties remain key dependencies that will determine when royalties generate cash.

Key Figures

Registered shares: 55,061,113 shares Freely sellable on effectiveness: 10,954,251 shares Rule 144 eligible tranche: 9,954,251 shares +5 more

8 metrics

Registered shares 55,061,113 shares resale registration in the prospectus

Freely sellable on effectiveness 10,954,251 shares may be freely sold upon effectiveness

Rule 144 eligible tranche 9,954,251 shares may be sold relying on Rule 144 after holding periods

Contractual lock-up shares 44,106,862 shares subject to contractual lock-up agreements

Mesabi Royalty purchase price $132,500,000 aggregate consideration paid to Ironclad (May/June 2026)

Cash portion of Mesabi purchase $125,000,000 cash paid at closing for Mesabi Royalty

PIPE financing shares 6,164,141 shares at $13.00 private placement for aggregate gross proceeds approx. $80,133,833

Initial drawdown under Loan Facilities $44,559,585.49 principal (net cash proceeds $43,000,000) borrowed under Loan Facilities to fund Mesabi purchase

Key Terms

Direct Listing, gross overriding royalty, S-K 1300, Rule 144

4 terms

Direct Listing financial

"resale of up to 55,061,113 of our common shares "in connection with our direct listing""

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

gross overriding royalty financial

"a 2.0% gross overriding royalty on the NORI Property"

A gross overriding royalty is a contractual right that pays its holder a fixed percentage of revenue from the sale of produced minerals, oil, or gas, taken before the producing company deducts operating or capital costs. Think of it like a landlord who collects a slice of every sale from a shop on the property rather than sharing in the shop’s profits; it reduces the producer’s cash receipts on each unit sold without requiring the royalty holder to share costs or ownership. Investors care because it lowers future cash flow and project valuation per unit produced, can be transferable, and affects how attractive a resource or company appears compared with similar assets without such claims.

S-K 1300 regulatory

"prepared on our behalf a technical report summary in respect of the Mesabi Property in accordance with S-K 1300"

Regulation S-K Item 1300 is a U.S. securities disclosure rule that requires public companies to report how they manage cybersecurity risks and to promptly disclose material cyber incidents. Think of it as a requirement to tell investors both the company’s “cyber health” plan and any major break-ins, similar to a homeowner explaining their alarm system and alerting neighbors after a burglary. This helps investors assess operational risk and potential financial or reputational impact.

Rule 144 regulatory

"may be sold from time to time in reliance on Rule 144 or other exemptions from registration"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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Available on EDGAR 06/25/2026 - 05:20 PM Accepted by SEC EDGAR 06/25/2026 - 05:16 PM

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As filed with the Securities and Exchange Commission on June 25, 2026

Registration No. 333-293837

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-effective Amendment No. 2 to

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Metals Royalty Company Inc.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of
incorporation or organization)

1040

(Primary Standard Industrial
Classification Code Number)

Not Applicable

(I.R.S. Employer
Identification Number)

1900 Dome Tower
333 7th Ave SW
Calgary, AB, T2P 2Z1
(403) 984-1941

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

Benjamin K. Marsh
Paul Heller
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, New York 10018
(212) 813-8800

Evan Straight
Blake, Cassels & Graydon LLP
1133 Melville Street
Suite 3500, The Stack, Vancouver, BC, V6E 4E5
(604) 631-3300

Thomas S. Levato
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212) 335-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated June 25, 2026

PRELIMINARY PROSPECTUS

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55,061,113 Common Shares

This prospectus relates to the registration of the resale of up to 55,061,113 of our common shares (“Common Shares”), by our shareholders identified in this prospectus (the “Registered Shareholders”) in connection with our direct listing (the “Direct Listing”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank.

The Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Capital Market at prevailing market prices. See “Plan of Distribution”. If the Registered Shareholders choose to sell their Common Shares, we will not receive any proceeds from the sale of Common Shares by the Registered Shareholders.

We intend to keep the registration statement of which this prospectus forms a part effective until the earlier of the date on which (i) all of the Common Shares offered hereunder may be resold by the Registered Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and at least 90 days have passed since the effective date of the registration statement or (ii) all of the Common Shares offered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. Of the 55,061,113 Common Shares covered by this prospectus and held by the Registered Shareholders, up to 10,954,251 Common Shares being registered hereunder may be freely sold upon effectiveness of the registration statement, up to 9,954,251 Common Shares may be sold from time to time in reliance on Rule 144 or other exemptions from registration once the applicable holding period and other conditions (including that we have been subject to the reporting requirements of the Exchange Act of 1934, as amended, for at least 90 days) have been satisfied, and 44,106,862 Common Shares held by Registered Shareholders are subject to contractual lock-up agreements described elsewhere in this prospectus and may not be sold until the expiration or waiver of those restrictions. See “Shares Eligible for Future Sale.”

We qualify as an “emerging growth company” as defined in the Securities Act and, as such, we may elect to comply with certain reduced reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Our Common Shares are listed on the Nasdaq Capital Market under the symbol “TMCR.” On June , 2026, the last reported sales price of our Common Shares on the Nasdaq Capital Market was $

Investing in our Common Shares involves risks. See “Risk Factors” beginning on page [20] to read about factors you should consider before buying our Common Shares.

Neither the Securities and Exchange Commission nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2026.

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EXPLANATORY NOTE

The Metals Royalty Company Inc. (the “Company”) filed a Registration Statement on Form F-1 File No. 333-293837) on February 27, 2026, as subsequently amended, which was declared effective on March 26, 2026 (the “Registration Statement”). Post-Effective Amendment No. 1 to Form F-1 was filed on March 27, 2026. This Post-Effective Amendment No. 2 to Form F-1 (the “Post-Effective Amendment”) is being filed by the Company to (i) incorporate disclosure relating to Company’s the acquisition of a royalty interest on the Mesabi Iron Ore Project (the “Mesabi Transaction”), as described herein, and (ii) incorporate by reference certain of the Company’s filings with the Securities and Exchange Commission and make certain other changes to the Registration Statement.

The information included in this Post-Effective Amendment No 2 amends the Registration Statement and the prospectus contained therein (and all amendments and supplements thereto). No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

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	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		4
GLOSSARY		12
RISK FACTORS		20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		36
MARKET AND INDUSTRY DATA		38
TRADEMARKS, SERVICE MARKS, COPYRIGHTS, AND TRADENAMES		39
USE OF PROCEEDS		40
DIVIDEND POLICY		41
CAPITALIZATION		42
DESCRIPTION OF INDEBTEDNESS		43
BUSINESS		45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		81
PRINCIPAL AND REGISTERED SHAREHOLDERS		85
DESCRIPTION OF SHARE CAPITAL		89
SHARES ELIGIBLE FOR FUTURE SALE		97
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS		100
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		105
ELIGIBILITY FOR INVESTMENT		109
PLAN OF DISTRIBUTION		110
EXPENSES OF THE DIRECT LISTING		111
LEGAL MATTERS		112
EXPERTS		112
ENFORCEMENT OF CIVIL LIABILITIES		112
WHERE YOU CAN FIND ADDITIONAL INFORMATION		112
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		114
APPENDIX A		A-1
APPENDIX B		B-1
APPENDIX C		C-1
INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
INDEX TO EXHIBITS		II-4
SIGNATURES		II-6

You should rely only on the information contained in this prospectus or contained in any free writing prospectus we have prepared and filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, Common Shares, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Common Shares. Our business, financial condition, and results of operations may have changed since such date.

For investors outside the United States: Neither we nor any of the Registered Shareholders have done anything that would permit the use or possession or distribution of this prospectus or any related free writing

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prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Common Shares by the Registered Shareholders and the distribution of this prospectus outside the United States.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the SEC using a “shelf” registration or continuous offering process. Under this process, the Registered Shareholders may, from time to time, sell the Common Shares covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution.” You may obtain this information without charge by following the instructions under the section titled “Where You Can Find Additional Information” appearing elsewhere in this prospectus. You should read this prospectus, including the documents incorporated by reference herein, and any prospectus supplement before deciding to invest in our Common Shares.

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits, and the information incorporated by reference in this prospectus. This prospectus, together with the documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. Before purchasing our Common Shares, you should carefully read this prospectus, together with the additional information described under the heading “Where You Can Find Additional Information”.

Unless otherwise indicated, references in this prospectus to “TMCR,” the “Company,” “we,” “us” and “our” refer to The Metals Royalty Company Inc., a company incorporated under the laws of British Columbia, Canada.

Please refer to “Prospectus Summary — Glossary” for definitions of certain other terms used in this prospectus.

PRESENTATION OF FINANCIAL INFORMATION

Unless indicated otherwise, our financial information in this prospectus and the information incorporated by reference herein has been prepared on a basis consistent with IFRS Accounting Standards as issued by the International Accounting Standards Board. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. In making an investment decision, investors must rely on their own examination of our results and consult with their own professional advisors. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

TECHNICAL AND THIRD PARTY INFORMATION

This prospectus provides summary information about each of our royalty interests, as well as more detailed information about our material properties. As of the date of this prospectus, our royalty interests in (i) the NORI Property operated by TMC the metals company Inc. (“TMC” or “The Metals Company”) and (ii) the Mesabi Property operated by Mesabi Metallics Company LLC (“Mesabi Metallics”) are each material properties for purposes of Subpart 1300 of Regulation S-K (“S-K 1300”). In making each materiality determination, management considered, among other factors, that each royalty interest is expected to be a principal source of our future revenue. While the NORI Royalty applies to all NORI Areas, management considers NORI Area D as the material portion of the NORI Property for the purposes of the NORI Royalty, primarily because it is the only NORI Area that is currently subject to an application by TMC for a commercial recovery permit under the NOAA. The Mesabi Royalty is held by our indirect wholly-owned subsidiary, TMCR USA Operations Inc. TMC owns approximately 13,923,077 (or approximately 22.4%) of our issued and outstanding Common Shares as of the date of this prospectus and has the right to nominate a director to our board of directors.

We are a royalty company. We do not operate, develop or control the NORI Property or the Mesabi Property, and we do not independently prepare or verify the operator-generated data relating to those properties. In connection with our acquisition of the Mesabi Royalty in May 2026, we engaged DRA Americas, Inc. (“DRA”), an independent engineering and geosciences consulting firm, to prepare on our

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behalf a technical report summary in respect of the Mesabi Property in accordance with S-K 1300 (the “Mesabi TRS”). The mineral resource estimate set forth in the Mesabi TRS, which has an effective date of January 14, 2026, was prepared by Dr. Schadrac Ibrango, P.Geo., Ph.D., MBA, of DRA, and the mineral reserve estimate set forth in the Mesabi TRS, which has an effective date of May 22, 2026, was prepared by Nigel Fung, P.Eng., of DRA. The remaining sections of the Mesabi TRS, including those addressing property description, geology, mineral processing and metallurgical testing, mining and processing methods, general infrastructure, tailings storage facility design, water management and water balance, environmental studies and permitting, capital cost estimates, and economic analysis, were prepared by other Qualified Persons of DRA and, in respect of the tailings storage facility, by NewFields Canada Inc., and, in respect of water management, water balance and environmental matters, by Stantec Consulting Services Inc. Each Qualified Person named in the Mesabi TRS is independent of TMCR within the meaning of S-K 1300. The Mesabi TRS is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part, and the consents of DRA, NewFields Canada Inc., Stantec Consulting Services Inc. and each Qualified Person named in the Mesabi TRS are filed as Exhibit 23.3-5 pursuant to Securities Act Rule 436 and Item 1302(b)(4) of Regulation S-K.

We have not engaged a qualified person to prepare a technical report summary in respect of the NORI Property. Under S-K 1300, including Items 1303(a)(3) and 1304(a)(2), a company that holds a stream, royalty or similar interest may, in certain circumstances, omit information that would otherwise be required where obtaining the required information and preparing the related disclosure would result in an unreasonable burden or expense to the Company. In light of our size and the early stage of our business, we have determined that obtaining and preparing a separate S-K 1300 technical report summary for the NORI Property at this time would result in an unreasonable burden or expense within the meaning of Items 1303(a)(3) and 1304(a)(2) of Regulation S-K. Accordingly, we rely on those accommodations with respect to the NORI Royalty and do not disclose estimates of mineral resources, mineral reserves, recoverable resources, expected life of mine or estimated revenue over life of project for the NORI Royalty in this prospectus.

Sources of Information

NORI Property.

TMC, the operator of the NORI Property, has filed with the SEC (i) a report titled “Prefeasibility Study for NORI Area D: Technical Report Summary,” dated August 4, 2025 (the “Area D Report”) and (ii) a report titled “Technical Report Summary — Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone,” dated August 4, 2025 (the “Initial Assessment,” and together with the Area D Report, the “NORI Technical Reports”). NORI Area D is in the development stage; NORI Areas A, B and C remain in the exploration stage. The NORI Technical Reports, while providing important information about the NORI Property, do not provide information sufficient for qualified persons acting on behalf of the Company to arrive at sufficient findings and conclusions, or to prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves, or related economic analysis, for the NORI Property under S-K 1300 without unreasonable burden or expense to the Company. The NORI Technical Reports shall not be deemed to be incorporated by reference into this prospectus or any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The disclosure herein relating to the NORI Property is based entirely on information publicly disclosed by TMC, and we are dependent on TMC’s publicly available information to prepare disclosure pertaining to the NORI Property and operations thereon. The Initial Assessment includes six areas (TOML A, B, C, D, E and F) over which TMCR has no interest pursuant to the NORI Royalty Agreement or otherwise.

Mesabi Property.

The disclosure in this prospectus relating to the Mesabi Property is based on, and supported by, the Mesabi TRS, together with information provided to us by Mesabi Metallics as operator of the Mesabi Property. As a non-operating royalty holder, we do not have access to drill core, assay data, sample preparation or analytical procedures other than as reported to us by Mesabi Metallics and the qualified persons responsible for the Mesabi TRS, and we rely on those qualified persons to verify, in accordance with

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their professional and S-K 1300 obligations, the data, information and supporting documentation on which the mineral resource and mineral reserve estimates in respect of the Mesabi Property are based. We are also dependent on Mesabi Metallics to provide accurate and timely information for use in our future periodic and current reports filed with the SEC, including in respect of any updates or revisions to mineral resources and mineral reserves at the Mesabi Property.

PRESENTATION OF ESTIMATED RESERVES AND REVENUE, LIFE OF MINE AND SIMILAR INFORMATION

Under S-K 1300, disclosure of mineral resources and mineral reserves must be based on, and accurately reflect, information and supporting documentation prepared by one or more “qualified persons,” as such term is defined in S-K 1300. A registrant is responsible for determining that a person meets the qualifications specified under the definition of qualified person and that the disclosure in the registrant’s filing accurately reflects the information provided by the qualified person. The mineral resource and mineral reserve disclosure contained in this prospectus in respect of the Mesabi Property has been prepared in accordance with S-K 1300 and is supported by the Mesabi TRS. See “Business — Mesabi Property — Summary of Mineral Resources and Mineral Reserves” and Appendix C.

Investors are cautioned that, until mineral deposits are actually mined and processed, any mineral resources and mineral reserves disclosed in this prospectus must be considered estimates only. Mineral resource and mineral reserve estimates are expressions of judgment based on knowledge, analysis of drilling results and industry practices, and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. Mineral resources are not mineral reserves and do not have demonstrated economic viability. The grade, quantity and recovery of metals or minerals ultimately produced from the Mesabi Property may differ materially from those interpreted from drilling results, bench-scale and pilot-scale testing or otherwise estimated in the Mesabi TRS. Inferred mineral resources have the lowest level of geological confidence of all mineral resources; inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically, and it cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. All mineral reserves disclosed in respect of the Mesabi Property are classified as Probable and not Proven, which reflects a lower level of confidence than would apply to Proven mineral reserves. Mineral resource and mineral reserve estimates may also be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing or other factors, including any failure by the operator to obtain or maintain required permits and approvals. There can be no assurance that the mineral resources or mineral reserves disclosed in this prospectus in respect of the Mesabi Property will be realized.

Any future change in the assumptions, methodologies or supporting information underlying the Mesabi TRS, or any amendment, restatement or replacement of the Mesabi TRS, could result in material changes to the mineral resource and mineral reserve estimates disclosed in this prospectus and, where applicable, to mine plans, life-of-mine assumptions and project-level economics. Capital and operating cost estimates disclosed in this prospectus in respect of the Mesabi Property are forecasts and are subject to revision based on numerous factors, including inflation, supply chain conditions, labor costs, equipment availability, regulatory developments and operator decisions. See “Risk Factors.”

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PROSPECTUS SUMMARY

This summary highlights select information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read the entire prospectus and the documents incorporated by reference herein carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes included elsewhere in this prospectus, including the documents incorporated by reference herein, before making an investment decision. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “TMCR” and similar terms refer to The Metals Royalty Company Inc.

Business Overview

We are engaged in the acquisition and management of critical metals and mineral royalties, streams and other similar interests. We are focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and re-industrialization. We aim to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain.

Our royalty-based business model is designed to enable us to participate in the long-term potential cash flows and commodity upside of large-scale, strategically significant critical metals and mineral assets, with reduced exposure to operational, development or environmental risks typically associated with resource production operations. We believe we are well-positioned to benefit from growth in the global demand for critical metals and minerals and the resulting needs of operators for alternative sources of financing to fund their mining and extraction operations.

Following our acquisition of the Mesabi Royalty in May 2026, our portfolio consists of two royalty interests: (i) the NORI Royalty, a 2.0% gross overriding royalty on the NORI Property, a polymetallic nodule project being developed by The Metals Company in the Clarion-Clipperton Zone of the north-east Pacific Ocean (the “CCZ”), located approximately 1,500 miles southwest of San Diego, California; and (ii) the Mesabi Royalty, an indexed gross production revenue royalty (with a revenue floor) on direct-reduction-grade (“DR Grade”) Iron Ore Pellets produced from Mesabi Metallics Company LLC’s iron ore project located in Nashwauk, Minnesota (the “Mesabi Property”). The Mesabi Royalty is held by our indirect wholly-owned subsidiary, TMCR USA Operations Inc. See “— Business — Recent Developments.”

We acquired the NORI Royalty in 2023 from The Metals Company in exchange for approximately 13.9 million of our Common Shares and $5,000,000 in cash. We acquired the Mesabi Royalty in May 2026 from Ironclad Royalties, LLC (“Ironclad”) for aggregate consideration of $132,500,000, consisting of (i) a cash payment of $125,000,000 and (ii) the issuance of Common Shares with an aggregate value of $7,500,000. We funded the cash portion of the consideration through the net proceeds of the PIPE Financing and borrowings under a $50 million (net of original issue discount) senior secured term loan facility (the “Term Loan Facility”) and a delayed draw term loan facility (collectively, the “Loan Facilities”). In connection with the closing of the Mesabi Royalty, we also obtained (a) an option to purchase from Ironclad a 1% substantially identical additional royalty interest on the Mesabi Property prior to July 31, 2026 (the “Additional Purchased Royalty”) on terms mirroring the Mesabi Royalty and (b) rights of first offer in respect of the portion of the Ironclad royalty on the Mesabi Property not acquired by us. To date, we have not received any royalty revenue from either the NORI Royalty or the Mesabi Royalty. Each of the NORI Property and the Mesabi Property is in development stage and is not currently in commercial production, and the legal regime applicable to the NORI Property’s commercial recovery is uncertain.

We believe The Metals Company is well-positioned to become a leader in nodule mining. Through its wholly-owned affiliates, Nauru Ocean Resources Inc. (“NORI”) and The Metals Company USA, LLC (“TMC USA”), The Metals Company holds an exploration license under the International Seabed Authority (“ISA”) and has submitted two exploration licenses, one commercial recovery permit and one consolidated exploration license and commercial recovery permit application to the United States National Oceanic and Atmospheric Administration (“NOAA”) for the exploration and commercial recovery of polymetallic nodules in the area secured by our royalty agreement among us, The Metals Company and NORI (the “NORI

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Royalty Agreement”). The Metals Company also has strategic global partnerships with key industry participants such as Allseas Group S.A., Korea Zinc Co. Ltd., and Pacific Metals Co., Ltd. (“PAMCO”).

We believe Mesabi Metallics is similarly well-positioned to become a leading domestic producer of low-carbon, DR Grade iron ore pellets. The Mesabi Property is located on Minnesota’s historic Mesabi Iron Range and represents a substantially constructed, fully permitted DR Grade iron ore pellet operation. We believe DR Grade pellets are critical to the buildout of domestic electric arc furnace (“EAF”) steelmaking capacity using direct-reduced iron, which is significantly less carbon-intensive than traditional blast-furnace steelmaking and increasingly demanded by U.S. infrastructure, defense and automotive end-users.

Investment Highlights

We hold royalties on two strategically significant critical mineral properties supporting U.S. industrial and energy security.

Our portfolio now consists of two royalty interests covering large-scale critical metals and mineral resources: (i) a 2.0% gross overriding royalty on the NORI Property, which is believed to host one of the world’s largest undeveloped resources of nickel, copper, cobalt and manganese, and (ii) an indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets produced from the Mesabi Property on Minnesota’s historic Mesabi Iron Range. Together, these royalties provide investors exposure to both battery-grade base metals essential to electrification and energy storage and DR Grade iron ore essential to low-carbon EAF steelmaking and U.S. re-industrialization.

Our NORI Royalty provides exposure to a potentially significant resource of polymetallic nodules (including cobalt, copper, manganese and nickel).

We own a 2.0% gross overriding royalty on all metals and minerals produced from The Metals Company’s NORI Areas in the CCZ, which is believed to be one of the world’s largest undeveloped nickel, copper, cobalt and manganese resources. Seafloor polymetallic nodules occur in all oceans, but we believe the CCZ hosts a relatively high abundance of nodules. In 2025, The Metals Company published the Area D Report, the world’s first deep-sea mining pre-feasibility study on the NORI Area D, including an estimate of probable mineral reserves, and TMC has announced that it anticipates first production from the NORI Area D in the fourth quarter of 2027, subject to receipt of necessary permits.

Alongside the Area D Report on the NORI Area D, The Metals Company published the Initial Assessment which applies, in part, to NORI Area A, NORI Area B and NORI Area C. The Initial Assessment also provides scientific and technical information in respect of TMC’s TOML Areas. Our royalty does not apply to the TOML Areas. The NORI Technical Reports indicate the presence of polymetallic nodules which include nickel, copper, cobalt, manganese and other base metals in the area covered by our royalty interest. The NORI Technical Reports shall not be deemed to be incorporated by reference into this prospectus or any future filing under the Securities Act or the Securities Exchange Act.

In April 2025, TMC USA submitted to NOAA two exploration license applications and one commercial recovery permit application under the United States Deep Seabed Hard Mineral Resources Act (“DSHMRA”) for areas of the CCZ that include (but are not limited to) the area secured by our NORI Royalty Agreement. In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application to NOAA pursuant to the agency’s new consolidated application and review process, covering an exploration and commercial recovery area of approximately 65,000 km² in the CCZ (compared to a commercial recovery area of approximately 25,000 km² in the April 2025 commercial recovery permit application) and encompassing the NORI Area D. In March 2026, NOAA determined that the consolidated application was in substantial compliance with the requirements of DSHMRA and its implementing regulations, and on May 1, 2026, NOAA determined that the consolidated application was in full compliance with those requirements and accordingly moved the consolidated application into the certification stage of the NOAA review process. TMC has publicly indicated that, following certification, NOAA’s review of the consolidated application is expected to involve publication in the Federal Register, the issuance of a draft environmental impact statement for public comment, finalization of the environmental impact statement and a final determination by NOAA on whether to issue the license and permit, and that TMC expects this process to conclude before the end of the first quarter of 2027. There can be no assurance that NOAA will

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issue an exploration license or commercial recovery permit to TMC USA, that any license or permit will be issued on the timeline TMC has publicly indicated, or that any license or permit issued will be on terms or for areas consistent with TMC USA’s applications. See “Business — Regulatory and Environmental Status” and “Business — NORI Property.”

Our Mesabi Royalty provides exposure to a substantially constructed domestic DR Grade iron ore pellet project.

Our Mesabi Royalty entitles us to (i) a base royalty rate of 1.00% of gross revenue from annual production of DR Grade Iron Ore Pellets from the Mesabi Property up to 8.5 million metric tons per annum (“MTPA”), subject to a floor of $1.50 per metric ton (“MT”), and (ii) an overage royalty of 0.25% of gross revenue (subject to a floor of $0.375 per MT) on annual production exceeding 8.5 MTPA, in each case until cumulative base royalty volumes reach 170 million MT, which, based on management’s forecasts, will occur in 2047, after which the base and overage rates step down to 0.25% and 0.0625%, respectively (with corresponding floor adjustments). Gross revenue is calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price. We also hold a time-limited option to acquire an Additional Purchased Royalty on substantially identical terms and rights of first offer in respect of the portion of the existing royalty retained by Ironclad.

We have filed with this prospectus the Mesabi TRS, prepared by DRA with effective dates of January 14, 2026 (mineral resource estimate) and May 22, 2026 (mineral reserve estimate). See “Business — Mesabi Property — Summary of Mineral Resources and Mineral Reserves” and “Appendix C.”

Current U.S. policies support the emerging offshore metals industry and domestic critical mineral and steelmaking supply chains, creating opportunities for us and our partners.

On April 24, 2025, the President issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources” (the “Executive Order”), which directs federal agencies to streamline and expedite permitting for exploration, extraction and processing of seabed mineral resources, instructs the Departments of War and Energy to assess use of the National Defense Stockpile for nodule-derived minerals, and directs federal financing agencies to identify tools to support the industry. In early 2026, the Federal government published America’s Maritime Action Plan, which further prioritizes domestic processing capabilities for seabed mineral resources. In July 2025, the OBBBA was signed into law, introducing tax credits for the production of critical metals, allocating $7.5 billion to the Department of War for critical minerals projects and generally promoting the onshoring of industries directly or indirectly impacted by critical metals and minerals supply. Additionally, in March 2026, the Export-Import Bank of the United States (“EXIM”) announced its support of up to $10 billion for the development of an iron ore mining and processing facility by Mesabi Metallics on Minnesota’s Mesabi Iron Range. We believe these policies, together with continued tariff and trade policy support for domestic steelmaking inputs (including DR Grade iron ore feedstock for EAF and direct-reduced iron operations), enhance the long-term value of our royalty portfolio.

Even under aggressive build-out scenarios, the U.S. is projected to remain in critical mineral deficit through 2030 and has a stated policy objective of increasing the extraction and processing of critical minerals. We believe these factors will provide us with an opportunity to acquire a pipeline of royalty or similar interests throughout the critical metal and mineral value chain by providing capital to operators.

Partnered with a strong operating company providing an early-mover advantage to deep-sea mining.

We offer investors exposure to the nascent offshore metals and minerals sector through our NORI Royalty on the NORI Property. The operator, The Metals Company, is an early mover and leader in the deep-sea mining sector. The operator of the Mesabi Property, Mesabi Metallics, has substantially completed construction of a permitted DR Grade pellet facility on Minnesota’s Mesabi Iron Range and is part of the

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Essar Group of companies. We believe these operators’ expertise, together with our management team’s decades of combined experience building and operating businesses in the energy, mining and critical metals industries, position us to capitalize on opportunities arising from the current macroeconomic environment.

Strong industry and capital relationships backed by an expert, committed management team.

Our leadership team has more than four decades of combined experience leading and financing critical metals, mining and energy businesses, and is supported by an established network of capital partners across the natural resources sector. We believe these relationships, together with our anchor shareholders’ long-term commitment to the Company, position us to source proprietary royalty opportunities, evaluate counterparties efficiently and complete acquisitions on favorable terms. We intend to leverage these relationships to pursue royalty acquisitions across the critical metals and minerals value chain, including in commodities and jurisdictions complementary to our existing portfolio.

All of our executive officers are employed by us on a full-time basis and are expected to dedicate substantially all of their working time to their roles with the Company. However, certain of our executive officers and directors also hold officer and/or non-executive directorship positions, advisory positions and/or have significant shareholdings in other companies, including companies involved in natural resources investment, exploration, development, and other companies that may compete with us for potential assets. See “Risk Factors — Certain of our directors and officers also serve as directors and officers of other companies in the mining and/or natural resources sectors, which may cause them to have conflicts of interest.”

Royalty and streaming business model minimizes operational risk.

Our royalty and streaming business model provides exposure to commodity price upside, mine life extensions, expansions, and exploration success while significantly insulating us from operating and capital cost inflation, incremental capital commitments and environmental liabilities from mining operations. Historically, royalty and streaming companies have outperformed traditional mine operators across multiple commodity cycles, supported by higher margins, low corporate overhead, diversification and lower risk profiles.

Capital structure designed for alignment with shareholders.

As of June 24, 2026, 30.66% of our Common Shares are held by our management and directors, and 22.44% of our common shares are held by The Metals Company, promoting a long-term focus on value creation and alignment of management’s and shareholders’ interests.

We believe we will be well-positioned to fund future critical metals and mineral royalty, stream or other similar interests by raising equity or debt in the capital markets or securing funding from other sources, including potential future proceeds from our existing royalty interest.

Risk Factors Summary

Our business is subject to a number of risks and uncertainties, as more fully described under “Risk Factors” in this prospectus and in the section and the section “Risk Factors” described in our most recent Annual Report on Form 20-F, which is incorporated by reference herein. We have various categories of risks, including risks related to our business and industry; risks related to regulatory compliance and legal matters; risks related to tax and accounting matters; risks related to ownership of our Common Shares; and general risk factors, which are discussed more fully in the section titled “Risk Factors” and the section “Risk Factors” described in our most recent Annual Report on Form 20-F incorporated by reference herein. These risks could materially and adversely impact our business, financial condition, and results of operations, which could cause the trading price of our Common Shares to decline and could result in a loss of all or part of your investment. Additional risks, beyond those summarized below or discussed elsewhere in this prospectus, may apply to our business, activities, or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Some of these risks include:

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We are subject to many of the risks faced by TMC and Mesabi and our future revenues will be significantly affected by adverse developments related to the NORI Property and the Mesabi Royalty.

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•

We do not conduct exploration, development or production efforts and depend on third-party operators. Therefore, we do not have the ability to control the success of exploration, development, construction or production efforts on the NORI Property or the Mesabi Property, which may adversely affect our business, results of operations and financial condition.

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We are subject to the risk that TMC may not receive the permits and licenses necessary to conduct operations at the NORI Property, which would adversely affect our expectation of future revenue.

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Our Mesabi Royalty depends on the ability of Mesabi Metallics to complete construction of the Mesabi Project and to commence and sustain commercial production, and any material delays or cost overruns could adversely affect our Mesabi Royalty.

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Mesabi Metallics is privately held and is not a public reporting company, and we have limited information about its operations, financial condition or strategic plans, on which the value of our Mesabi Royalty substantially depends.

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Demand for DR Grade Iron Ore Pellets is concentrated among a limited number of EAF and direct-reduction steelmakers, and the loss or reduction of any major customer of Mesabi Metallics could materially and adversely affect our Mesabi Royalty.

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Estimates of mineral resources and mineral reserves on the Mesabi Property are subject to significant revision.

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We have incurred indebtedness under our Loan Facilities, and our continued ability to service that indebtedness and to incur additional leverage in the future could increase the risk of loss.

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We have a limited operating history and thus are subject to risks associated with new business development and you have no basis on which to evaluate our ability to achieve our business objectives.

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We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.

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Our royalty interests are not on producing properties and they and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.

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The NORI Royalty is subject to buy-back rights that could adversely affect the revenues generated from our portfolio.

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Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interest could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by a change of control, bankruptcy or the insolvency of operators.

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Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.

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We do not currently generate revenue and will need to raise additional capital to fund our operations until we begin receiving royalty payments.

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We are dependent on favorable government policy for offshore mineral development.

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We have limited access to data or the operations underlying our existing royalty interests and may not have access to such data or the operations on any future royalty and other interests.

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The prevailing market price of and demand for nickel, manganese, copper, cobalt, steel and other commodities may have an adverse impact on the value of our royalty interests.

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Our expected returns from the NORI Royalty and Mesabi Royalty, and any future royalty interests we may acquire, are based on numerous assumptions, which may prove inaccurate.

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The value of the NORI Royalty and any future royalty interests depends in part on demand for critical minerals used in EVs and renewable energy storage, which is uncertain.

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Our stock price may be volatile and could decline significantly and rapidly.

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•

An active, liquid, and orderly market for our Common Shares may not be sustained. You may be unable to sell your Common Shares at or above the price at which you purchased them.

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We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.

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As a result of our becoming a reporting company under the Exchange Act, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our Common Shares.

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We are a foreign private issuer under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than domestic registrants.

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U.S. holders of our Common Shares may suffer adverse tax consequences as a result of our passive foreign investment company status.

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Our future growth is to a large extent dependent on our ability to acquire additional royalties, streams or similar interests in the future.

We intend to evaluate and pursue, acquire additional critical metals and mineral royalties, streams and other similar interests that enable us to leverage our knowledge base and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public and involve a number of potential buyers, commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts may involve assets which, if acquired, could have a material effect on our financial condition and results of operations. We typically do not intend to announce a transaction until after we have executed a definitive agreement. Discussions and negotiations regarding a potential acquisition can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized.

Implications of Being an Emerging Growth Company and Foreign Private Issuer

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include that:

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we are only required to include two years of audited financial statements in this prospectus in addition to any required interim financial statements, and correspondingly provide reduced disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

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we are not required to engage an auditor to opine on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

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

•

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

We may take advantage of these provisions until the last day of the fiscal year during which the fifth anniversary of the Direct Listing occurs or such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal

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year in which our annual gross revenue is $1.235 billion or more; (ii) the last day of the fiscal year during which the fifth anniversary of the Direct Listing occurs; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

We report under the Exchange Act as a non-U.S. company with foreign private issuer, or “FPI”, status. Even after we no longer qualify as an “emerging growth company”, as long as we qualify as an FPI under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

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the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and

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Regulation Fair Disclosure, or “Regulation FD,” which regulates selective disclosures of material information by issuers.

Channels for Disclosure of Information

Investors, the media and others should note that, following the effectiveness of the registration statement of which this prospectus forms a part, we intend to announce material information to the public through filings with the SEC, the investor relations page on our website, blog posts on our website, press releases, public conference calls and webcasts. Information contained on or accessible through our website is not incorporated by reference into this prospectus, and any inclusion of our website address in this prospectus is an inactive textual reference only. You should not consider information contained on our website or our social media pages to be part of this prospectus or in deciding whether to purchase Common Shares.

The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Recent Developments

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

On June 1, 2026, we completed the acquisition of the Mesabi Royalty in accordance with the Royalty Purchase Agreement. At closing, TMCR USA Operations Inc. acquired the Mesabi Royalty from Ironclad for aggregate consideration of $132,500,000, consisting of $125,000,000 in cash and the issuance to Ironclad of 576,923 Common Shares with an aggregate value of $7,500,000 at a deemed issue price of $13.00 per Common Share, and TMCR USA Operations Inc. and Ironclad executed and delivered the Mesabi Conveyance.

Concurrently with the closing of the acquisition of the Mesabi Royalty, we completed (i) the closing of the PIPE Financing, in which we issued and sold 6,164,141 Common Shares in a private placement to certain institutional and accredited investors at a purchase price of $13.00 per Common Share for aggregate gross proceeds of approximately $80,133,833, including approximately $15,000,000 of subscriptions by certain of our founders, including Mr. Paes-Braga, our directors and officers, and certain of their affiliates, and (ii) the entry into definitive documentation in respect of, and an initial drawdown under, the Loan Facilities, pursuant to which we borrowed $44,559,585.49 in aggregate principal amount, reflecting a 3.50% original issue discount and resulting in net cash proceeds of $43,000,000. The Loan Facilities mature 36 months from the funding date and bear interest at an initial rate of 9.00% per annum, subject to scheduled rate increases

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over the term, and are secured by a first-priority security interest in substantially all of our assets and a first-priority pledge of the equity interests of our direct and indirect subsidiaries. We applied the net proceeds of the PIPE Financing and the initial drawdown under the Loan Facilities, together with $5,000,000 of the $15,000,000 deposit (the “Transaction Deposit”) previously paid by us at signing of the Royalty Purchase Agreement on May 6, 2026, as amended on June 1, 2026, to fund the cash portion of the consideration for the Mesabi Royalty. See “Selling Shareholders” for additional information regarding subscriptions by our founders, directors and officers and certain of their affiliates in the PIPE Financing.

As of the date of this prospectus, our option to acquire the Additional Purchased Royalty has been exercised. The aggregate purchase price for the Additional Purchased Royalty is$132,500,000, consisting of (i) cash consideration of $125,000,000 and (ii) the issuance of Common Shares with an aggregate value of $7,500,000.

The remaining $10,000,000 of the Transaction Deposit will be credited against the cash consideration due and owing at the closing of the Additional Purchased Royalty, if completed by July 31, 2026. Otherwise, the remaining portion of the Transaction Deposit will not be refunded to the Company, except in the limited circumstances described in the Royalty Purchase Agreement.

Corporate Structure

As of the date of this prospectus, our corporate structure is as follows:

Corporate Information

We were incorporated on October 27, 2022 as Low Carbon Royalties Inc. under the Business Corporations Act (British Columbia) (the “BCBCA”). In September 2025, we changed our name to The Metals Royalty Company Inc. Our principal executive offices are located at 1900 Dome Tower, 333 7th Ave SW, Calgary, Alberta, T2P 2Z1. Our registered office is 3500-1133 Melville Street, Vancouver, British Columbia, V6E 4E5. Our telephone number is (403) 984-1941 and our website address is https://www.themetalsroyaltyco.com/.

The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this prospectus or to be part of this prospectus. You should not consider information contained on, or hyperlinked through, our website to be part of this prospectus in deciding whether to purchase Common Shares.

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GLOSSARY

Unless otherwise specified or if the context so requires, the following frequently used terms in this prospectus have the meanings set forth below for purposes of this prospectus:

“1554997 B.C.” means 1554997 B.C. Ltd., incorporated on August 29, 2025 as a former wholly owned subsidiary for the purpose of the Spin-Out.

“2025 Plan” means the Company’s omnibus long-term incentive plan, dated November 10, 2025.

“Additional Purchased Royalty” means the Company’s option to purchase from Ironclad a 1% substantially identical additional royalty interest on the Mesabi Property prior to July 31, 2026.

“affiliate” means, in respect of a person, any other person that directly or indirectly controls, is controlled by, or is under common control with the first person. For purposes of the preceding sentence, “control” means the possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.

“Allowable Capital Loss” means one-half of any capital loss incurred by a Canadian Holder.

“Allseas” means Allseas Group S.A.

“Annual Report” means the Company’s annual report for the year ended December 31, 2025, filed on April 27, 2026.

“Area D Report” means the report titled “S-K 1300 Prefeasibility Study for NORI Area D: Technical Report Summary” dated August 4, 2025 prepared for TMC.

“Audit Committee” means the audit committee established by the Company’s board of directors.

“awards” means collectively the options, PSUs and RSUs under the 2025 Plan.

“BCBCA” means the Business Corporations Act (British Columbia).

“Benchmark” means Benchmark Minerals Intelligence.

“Canada U.S. Tax Treaty” means the Canada-United States Tax Convention (1980).

“Canadian Holder” means a Holder who, for the purposes of the Canadian Tax Act and any applicable tax treaty or convention, is a resident or deemed to be a resident in Canada at all relevant times.

“Canadian Tax Act” means the Income Tax Act (Canada) and the regulations thereunder.

“CCZ” means the Clarion-Clipperton Zone of the north-east Pacific Ocean between Hawaii and Mexico.

“CEO Performance Plan” means the Company’s CEO performance-based award plan with an effective date of March 19, 2025.

“CHIA” means Cultural Heritage Impact Assessment.

“Cliffs” means Cleveland-Cliffs Inc.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Commissioner” means the Commissioner of Competition of Canada.

“Commitment Fee Shares” means the Common Shares issued to Yorkville in connection with the SEPA.

“Common Shares” means the common shares, without par value, in the capital of the Company.

“Company” means The Metals Royalty Company Inc.

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“Compensation Committee” means the compensation committee established by the Company’s board of directors.

“Contribution Agreement” means the binding the assignment and assumption agreement between the Company and 1554997 B.C. dated September 11, 2025, as amended on December 18, 2025.

“Controlling Individual” means the annuitant, subscriber or holder, as the case may be, of the Registered Plan.

“CRA” means the Canada Revenue Agency.

“CVRs” means contingent value rights.

“Deemed Sale Election” means an election made by a U.S. Holder to be treated, for U.S. federal income tax purposes, as having sold such U.S. Holder’s Common Shares on the last day of the last taxable year of the Company during which the Company was a PFIC, if the Company is classified as a PFIC and then ceases to be so classified.

“Demand Registration” means a written demand, pursuant to the Investor Rights Agreement, that shall describe the amount and type of securities to be included in such registration and the intended method(s) of distribution thereof.

“Direct Listing” means the listing of the Common Shares on the Nasdaq, which was completed on April 8, 2026.

“DRA” means DRA Americas, Inc.

“DSHMRA” means the United States Deep Seabed Hard Mineral Resources Act (30 U.S.C. §1401 et seq).

“EMMP” means the Environmental Management and Monitoring Plan.

“EMS” means Environmental Management System.

“ESIA” means Environmental and Social Impact Assessment.

“EU Critical Raw Materials Act” means the European Critical Raw Materials Act.

“EV” means electric vehicle.

“FBAR” means the Report of Foreign Bank and Financial Accounts.

“FHSA” means first home savings account.

“First Repurchase Payment” means the payment made to exercise the First Repurchase Right.

“First Repurchase Right” means the exclusive and irrevocable one-time right and option belonging to NORI to repurchase 50% of the NORI Royalty until February 21, 2030, provided that NORI is not in default of its payment obligations under the NORI Royalty.

“Glencore” means Glencore International AG.

“GORR” means gross overriding royalty.

“Hatch” means Hatch Pty Ltd.

“Holder” means a purchaser who acquires Common Shares as a beneficial owner and who, at all relevant times, for purposes of the Canadian Tax Act, deals at arm’s length with the Company, is not affiliated with the Company, and will acquire and hold such Common Shares as capital property.

“IEA” means the International Energy Agency.

“Indemnified Party” means the individuals who are indemnified under the Indemnity Agreement.

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“Indemnity Agreement” means the indemnity agreements between the Company and the Company’s current directors and officers.

“Initial Assessment” means the Technical Report Summary — Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone, dated August 4, 2025 prepared for TMC.

“Initial Mining Area” means the area selected based on similarity to the Testing Mining Area and includes planned initial runs 19 and 20, and is included in a mine plan developed for the NORI Area D.

“Investor Rights Agreement” means the investor rights agreement among the Company, TMC and Brian Paes-Braga, dated February 21, 2023.

“Investor” means each of TMC and Brian Paes-Braga as parties to the Investor Rights Agreement.

“IRA” means the Inflation Reduction Act of 2022.

“Ironclad” means Ironclad Royalties, LLC.

“IRS” means the U.S. Internal Revenue Service.

“ISA” means the United Nations International Seabed Authority.

“ISO” means incentive stock options within the meaning of Section 422 of the Code for U.S. participants.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Landsons” means Landsons Investment Corporation.

“Landsons Transactions” means the contribution and subscription agreement entered into on March 21, 2023 between Landsons and the Company.

“LCAs” means lifecycle assessments.

“Legacy Option Plan” means the Company’s stock option plan, dated February 21, 2023.

“Lender” means American Life & Security Corp.

“Loan Agreement” means the loan agreement entered into on June 1, 2026 between the Lender and the Company.

“Loan Facilities” means the Term Loan Facility and a delayed draw term loan facility.

“Maria Conchita Block” and “Maria Conchita” means the Oil and Gas Royalties production block located in Colombia, operated by NG Energy International Corp., on which the Company held a 3.125% GORR prior to the Spin-Out.

“MC Royalty Transactions” means the contribution and subscription agreements entered on February 21, 2023, with (i) Brian Paes-Braga, (ii) Brian T. O’Neill and (iii) Lucas Cahill.

“Mesabi Conveyance” means the conveyance of royalty interests between Ironclad as Assignor and TMCR USA Operations Inc. as Assignee, effective as of June 1, 2026.

“Mesabi Metallics” means Mesabi Metallics Company LLC.

“Mesabi Project” means Mesabi Metallics iron ore project located in Nashwauk, Minnesota.

“Mesabi Property” means the DR Grade Iron Ore Pelletization plant and mine in Nashwauk, Minnesota, including the real property and mineral leases, mining rights and permits, iron ore processing facilities and other infrastructure in Nashwauk, Minnesota.

“Mesabi Royalty” means a 1.0% index-priced gross overriding production revenue royalty with a revenue floor on DR Grade Iron Ore Pellets produced from Mesabi Metallics iron ore project in the Mesabi Property.

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“Mesabi TRS” means the technical report summary in respect of the Mesabi Property with an effective date of January 14, 2026.

“MLI” means the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting.

“MPCA” means the Minnesota Pollution Control Agency.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nasdaq Capital Market” means the tier of the Nasdaq Stock Market LLC on which the Common Shares are listed.

“NG Energy” means NG Energy International Corp.

“NOAA” means the National Oceanic and Atmospheric Administration.

“Non-Canadian Holder” means a Holder who, for purposes of the Canadian Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Common Shares in connection with a business (including an adventure or concern in the nature of trade) carried on in Canada.

“Non-U.S. Holder” means any beneficial owner of the Company’s Common Shares that is not a U.S. Holder, a partnership (or an entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes) or a person holding our Common Shares through such an entity or arrangement.

“NORI” means TMC’s wholly owned subsidiary Nauru Ocean Resources Inc.

“NORI Areas” means, collectively, NORI Area A, NORI Area B, NORI Area C and NORI Area D of the CCZ.

“NORI Area A” has the meaning set out in the Technical Reports.

“NORI Area B” has the meaning set out in the Technical Reports.

“NORI Area C” has the meaning set out in the Technical Reports.

“NORI Area D” has the meaning set out in the Technical Reports.

“NORI Contribution Agreement” means the contribution agreement entered into on February 21, 2023 between NORI and the Company, where the Company acquired the NORI Royalty.

“NORI Exploration Contract” means the exploration contract, granted by the ISA to NORI, dated July 2011, covering the NORI Areas.

“NORI Property” means any present mineral rights located within the NORI Areas with a combined area of 74,830 km2 and future mineral rights resulting from renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any of those mineral rights or any additional mineral rights deriving from those mineral rights, including any future exploitation contract that replaces or amends NORI’s existing exploration contract (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) and, if any existing interest of NORI in all or any part of the NORI Property is surrendered, lapses or otherwise terminates, then the NORI Royalty automatically applies to any mineral right or a direct or indirect interest in mineral rights (including by contract or license) reacquired by NORI or its affiliates covering the same area as the NORI Property.

“NORI Royalty” means the Company’s right to receive 2% of the Gross Proceeds (as defined in the NORI Royalty Agreement) from the sale of Products derived from the NORI Property, exclusive of any and all taxes and subject to the First Repurchase Right and the Second Repurchase Right, pursuant to the terms of the NORI Royalty Agreement.

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“NORI Royalty Agreement” means the royalty agreement dated February 21, 2023 between the Company, TMC and NORI.

“NSR” means net smelter return.

“OBBBA” means One Big Beautiful Bill Act.

“Odyssey” means Odyssey Trust Company.

“Oil and Gas Royalties” means the royalties in respect of NG Energy’s operations that were held by the Company prior to the Spin-Out.

“PAMCO” means Pacific Metals Co., Ltd.

“PAMCO FS” means the PAMCO feasibility study.

“PFIC” means passive foreign investment company.

“Piggyback Registration” means the piggyback registration rights of an Investor under the Investor Rights Agreement to request the registration of a specified number of their Registerable Securities in connection with certain public offerings for TMCR’s own account or for the account of shareholders, subject to underwriters’ cutback rights.

“PIPE Financing” means the private placement offering of Common Shares at a price of $13.00 per Common Share.

“PIPE Shares” means the Common Shares issued pursuant to the PIPE Financing.

“PIPE Subscription Agreements” means the subscription agreements entered into prior to the closing of the PIPE Financing between the Company and the PIPE investors.

“Products” means any and all metals and minerals of every nature and kind, (including precious and base metals), in whatever beneficiated form or state which are produced, extracted by processing, recovered in soluble solution or otherwise recovered or produced from material mined or excavated from the NORI Property, and including any such material derived from any processing or reprocessing of any tailings, and including any other products resulting from the further milling, processing or other beneficiation of such materials, including concentrate or doré, and for greater certainty, excludes any tailings where there is no reasonable expectation of such tailings being processed resulting in the production of metals.

“Proposed Amendments” means specific proposals to amend the Canadian Tax Act which have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

“PRSUs” means performance-based restricted stock units granted under the CEO Performance Plan.

“PSUs” means restricted share units granted under the 2025 Plan with performance based vesting criteria.

“QEF” means Qualified Electing Fund.

“Qualified Persons” means an individual who is a qualified person for the purposes of S-K 1300 under the Securities Act.

“RDSP” means registered disability savings plan.

“Registerable Securities” means (i) any Common Shares held by an Investor; (ii) any Common Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of TMCR held by an Investor; (iii) any other securities of TMCR held by an Investor, whether or not convertible or exercisable for Common Shares, if such securities are registered by TMCR under the Securities Act or qualified for distribution pursuant to a prospectus under Canadian securities laws; and (iv) any Common Shares or such other securities issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities referenced in (i), (ii), or (iii).

“Registered Plan” means RRSP, RRIF, RESP, RDSP, FHSA or TFSA.

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“Release Conditions” means conditional approval of the Company’s Common Shares being listed or quoted on NASDAQ.

“RESP” means registered education savings plan.

“Resale Shares” means the Royalty Acquisition Shares, the PIPE Shares, the Service Shares and the Commitment Fee Shares.

“Royalty Acquisition Shares” means the Common Shares issued as partial consideration to Ironclad pursuant to the Royalty Purchase Agreement.

“Royalty Purchase Agreement” means the royalty purchase agreement dated May 6, 2026, as amended June 1, 2026 between the Company, TMCR USA Operations Inc., Ironclad and Mesabi Investments (USA) LLC.

“Royalty Statement” means a royalty statement provided by NORI at the time each NORI Royalty payment is made, as required under the NORI Royalty Agreement, which includes details on the quantity, type, and grade of metals and minerals extracted during that quarter and information about the quantity, type and grade of metals and minerals processed and sold during that same period.

“RRIF” means registered retirement income fund.

“RRSP” means registered retirement savings plan.

“RSUs” means restricted share units granted under the 2025 Plan with time based vesting criteria.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the Securities and Exchange Commission.

“Second Repurchase Payment” means the payment made to exercise the Second Repurchase Right.

“Second Repurchase Right” means the exclusive and irrevocable one-time right and option of NORI to purchase an additional twenty-five (25%) of the original NORI Royalty on or after February 21, 2028, provided that the First Repurchase Right has been exercised and NORI is not in default of its payment obligations under the NORI Royalty. The Second Repurchase Right expires on February 21, 2033.

“Section 404” means Section 404 of the Sarbanes-Oxley Act.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Shareholders” means the holders of Common Shares identified in this prospectus.

“SEPA” means the Standby Equity Purchase Agreement between the Company and Yorkville dated July 18, 2025.

“Service Shares” means the Common Shares issued as payment for services to the Company.

“SGM” means the special general meeting of the Company’s shareholders.

“SN-9 Block” means the Oil and Gas Royalties production block located in Colombia, operated by NG Energy International Corp., on which the Company held a 1.44% GORR prior to the Spin-Out.

“Spin-Out” means the assignment and assumption of the Oil and Gas Royalties by 1554997 B.C. and subsequent distribution of the shares of 1554997 B.C. to the Company’s existing shareholders as return of capital, pursuant to the Contribution Agreement.

“Subscription Receipt Agreement” means the subscription receipt agreement between the Company and Odyssey Trust Company, dated July 25, 2025, as amended on December 17, 2025.

“subscription receipt” means a subscription receipt of the Company issued pursuant to the Subscription Receipt Agreement.

“Taxable Capital Gain” means one-half of any capital gain.

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“Term Loan Facility” means the $50 million senior securities term loan facility.

“Test Mining Area” means the area located in the central west of NORI Area D.

“TFSA” means tax-free savings account.

“TMC Note” means the promissory note with a principal amount of $14,000,000 held by TMC, which was repaid on February 21, 2023.

“TMC” or “The Metals Company” means TMC The Metals Company.

“TMCR” means The Metals Royalty Company Inc.

“TMC Subscription Agreement” means the subscription agreement entered into on February 21, 2023 between TMC and the Company.

“Transaction Deposit” means $15,000,000 cash advance deposit paid by the Company to Ironclad at signing of the Royalty Purchase Agreement.

“UNCLOS” means the UN Convention on the Law of the Sea.

“Unrestricted Stock Awards” means Common Shares free of any restrictions granted under the 2025 Plan.

“U.S. Holder” means a beneficial owner of Common Shares that is for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

“Yorkville” means YA II PN, Ltd.

In respect of certain scientific and technical information:

“Indicated Mineral Resource” means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

“Inferred mineral resource” means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

“LOM” means the projected duration during which economically viable mineral extraction is expected to occur.

“Mt” means the unit representing one million metric tonnes.

“Mwmt” means the unit representing one million wet metric tonnes.

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“Mineral Reserve” means the economically mineable part of a measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Mwmtpa” means the unit representing one million wet metric tonnes per annum.

“nodule” means a naturally occurring, unattached rock found on the deep ocean floor, typically rich in multiple base metals — such as nickel, copper, cobalt, and manganese — formed over millions of years through precipitation from seawater and sediment pore water.

“probable mineral reserve” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.

“RKEF” means rotary kiln electric furnace.

“wet metric tonne” or “wmt” means a wet metric tonne and is a unit of measurement equal to 1,000 kilograms of mined material inclusive of its inherent moisture content. Wet metric tonnes are commonly used in reporting bulk commodity volumes, with subsequent adjustments made to account for moisture levels when calculating dry tonnage and determining commercial value.

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RISK FACTORS

You should carefully consider the risks described below and the risks described in our most recent Annual Report of Form 20-F which are incorporated by reference herein, as well as the financial or other information included in this prospectus or incorporated by reference in this prospectus, including our financial statements and the related notes, before you decide to buy our securities. The risks and uncertainties described below are not the only risks facing us. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. Any of the risks described below, and any such additional risks, could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to Our Business and Industry

We are subject to many of the risks faced by the operators of our royalty assets, and our future revenues will be significantly affected by adverse developments related to the NORI Property and the Mesabi Property.

Each of the NORI Royalty and the Mesabi Royalty constitutes a material property of the Company and is expected to be a principal source of our future revenue, along with potential future royalties we may acquire. While we are a party to the NORI Royalty Agreement and the Royalty Purchase Agreement governing the Mesabi Royalty, we do not have a direct interest in the operation or ownership of either the NORI Property or the Mesabi Property. Our royalty interest in the NORI Property is 2%, subject to adjustment as described in the NORI Royalty Agreement, of the gross proceeds from metals and minerals sold from the NORI Property, and our royalty interest in the Mesabi Property entitles us to royalty payments calculated by reference to the lesser of $1.50 per MT and the DR Pellet Index reference price produced and sold from the Mesabi Property. Although our risk profile is lower than that of either operator, the potential for us to derive revenue from each of the NORI Royalty and the Mesabi Royalty will be significantly affected by adverse developments affecting the exploration, development, construction, commissioning, operation, production from, or recoverability of mineral resources or mineral reserves from, the NORI Property or the Mesabi Property, as applicable. Such developments may include, in the case of the NORI Property, operational or environmental risks, equipment or logistical failures, regulatory or permitting delays, or the inability of TMC to secure necessary vessels, contractors or processing infrastructure on commercially suitable terms; and, in the case of the Mesabi Property, construction delays or cost overruns, commissioning or ramp-up failures, equipment failures, weather or geotechnical conditions, labor or supply chain disruptions, permitting or regulatory delays, or the inability of Mesabi Metallics to qualify its pellets with customers or to access rail, port and Great Lakes shipping infrastructure on commercially suitable terms. Any such developments may have a material adverse effect on the results of operations and financial condition of TMCR, and on the trading price of our Common Shares.

If our portfolio of royalty interests or other interests expands in the future, the revenue we may derive from time to time from our portfolio will be based entirely on production from third-party owners and operators. To the extent that the royalties to which we are entitled are dependent directly or indirectly on the exploration, development, construction, commissioning and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mineral projects. Mineral exploration, development, construction and production are subject to hazards such as equipment failure, environmental pollution and consequent liability for the owners or operators thereof.

We do not conduct exploration, development, construction or production efforts and depend on third-party operators, and therefore we do not have the ability to control the success of those efforts on the NORI Property or the Mesabi Property, which may adversely affect our business, results of operations and financial condition.

We do not intend to be directly involved in the exploration, development, construction or production of minerals from projects in which we have royalty or similar interests. The exploration, development and operation of the NORI Property is determined and carried out by TMC, and the construction, commissioning and operation of the Mesabi Property is determined and carried out by Mesabi Metallics. Any revenue we may derive from the NORI Royalty will be based on the sale of production by the operator of the NORI Property, and any revenue we may derive from the Mesabi Royalty will be based on the sale of DR Grade

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Iron Ore Pellets produced by Mesabi Metallics from the Mesabi Property. The NORI Royalty is in development stage, is not permitted (and the legal regime applicable to such permitting is uncertain) and may never achieve commercial production. The Mesabi Property has not commenced commercial production and remains subject to completion of construction, commissioning and ramp-up, in each case as further described elsewhere in this prospectus. There can be no assurance that if operations on either property commence production they will achieve profitable and continued production levels. TMC, Mesabi Metallics and any future third-party owners and operators of royalty assets we may acquire will generally have the power to determine the manner in which the NORI Property, the Mesabi Property or other future assets are exploited, including decisions regarding feasibility, exploration, development, construction, commissioning and operation, and decisions to commence, continue or reduce, or suspend or discontinue, production from the property.

The interests of TMC and Mesabi Metallics, and, if we acquire other royalty interests, other third-party owners and operators, may not always be aligned with our interests. In addition, TMC, Mesabi Metallics or any future third-party operator may take action contrary to policies or objectives of TMCR; may be unable or unwilling to fulfill their obligations under the NORI Royalty Agreement, the Royalty Purchase Agreement or any other royalty agreement to which we are a party; may have difficulty obtaining, or be unable to obtain, the permits, approvals or financing necessary to advance their projects; or may experience financial, operational or other difficulties, including insolvency, which could limit their ability to perform their obligations under arrangements with us. For example, it will usually be in our interest to advance development, construction, commissioning and production on properties as rapidly as possible, in order to maximize near-term cash flow, while TMC, Mesabi Metallics and other third-party owners and operators may take a more cautious approach to development and operations, as they are exposed to risks related to the cost of exploration, development, construction and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and prioritize production from, mineral projects or areas of a mineral project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development, construction or operation of the properties in which we hold, or may in the future hold, royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition.

In addition, due to the concentration of our existing portfolio in two royalty interests, the development and viability of each of the NORI Property and the Mesabi Property depends on the financial condition and operational capabilities of its respective operator. The development and viability of the NORI Property is dependent on the financial condition of TMC and its ability to develop the NORI Property. The development and viability of the Mesabi Property is dependent on Mesabi Metallics’ ability to complete construction, commission and operate the Mesabi Project; on the financial condition and operational performance of Mesabi Metallics and its parent group; and on Mesabi Metallics’ continued compliance with the Royalty Purchase Agreement and the related conveyance, applicable permits and approvals. Any material adverse change in the business, operations or financial condition of TMC or Mesabi Metallics, or any failure by either operator to advance its project in accordance with its plans, may adversely affect our business, results of operations and financial condition and the maintenance and advancement of the mineral project underlying the relevant royalty interest.

Except in limited circumstances as may be specified in a specific royalty, we may not be entitled to any compensation if properties in which we hold or may hold royalties, streams and similar interests in the future discontinue exploration, development, construction or operations on a temporary or permanent basis.

We have a limited operating history and thus are subject to risks associated with new business development, and you have no basis on which to evaluate our ability to achieve our business objectives.

Because we have a relatively limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage operating companies in rapidly evolving markets and risks specific to our business. These risks include, among others:

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each of the NORI Royalty and the Mesabi Royalty is a development-stage asset, and neither the NORI Property nor the Mesabi Property may generate sufficient output to support substantial royalty payments to us;

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•

even if the NORI Property and the Mesabi Property are successful and generate substantial revenues, if we do not obtain additional royalty interests or other interests in the future, our revenue may decline or remain concentrated in a limited number of assets;

•

we may not achieve our growth strategy or acquire additional royalty interests or other interests; and

•

fluctuations in our operating results may be significant and volatile because we currently hold only the NORI Royalty and the Mesabi Royalty as our principal royalty assets.

Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.

To date, we have received no revenue from either the NORI Royalty or the Mesabi Royalty. We have incurred significant net losses since our inception and have financed our operations principally through equity financing and revenue received from the Oil and Gas Royalties, which were spun out of our business prior to our direct listing. If we sustain losses over an extended period of time, we may be unable to continue our business. Even if we do achieve profitability, we cannot predict the level of such profitability.

We do not know whether the NORI Royalty or the Mesabi Royalty will result in revenue or whether we can achieve profitability. There is significant uncertainty about our ability to realize revenue from the NORI Royalty, the Mesabi Royalty or any additional royalty interests we may acquire in the future. Even if we do realize revenue from our current or future royalty interests or other interests and become profitable, we may not be able to achieve or, if achieved, sustain profitability.

Our royalty interests are not on producing properties, and they and any future royalty, streaming or similar interests we acquire, particularly on development-stage properties, are subject to the risk that they may never achieve production.

Neither the NORI Property nor the Mesabi Property is currently in commercial production. The NORI Property is in development stage and no commercial recovery permits for extracting minerals from the seafloor within the NORI Property have been granted under the ISA regime or DSHMRA. The Mesabi Property is in the construction and commissioning phase, with first DR Grade Iron Ore Pellet production targeted in the fourth quarter of 2026 and a multi-month ramp-up period thereafter to commercial production. Our existing royalty interests, and any future royalty, streaming or similar interests we acquire, may never produce any revenues. While the discovery or definition of mineral deposits may result in substantial revenue, few properties that are explored or developed are ultimately developed into producing mines on commercial terms. Major expenditures by the company developing the relevant property may be required to locate and establish mineral reserves, to develop metallurgical processes and to design, permit, construct and commission mining and processing facilities at a particular site. It is impossible to ensure that exploration, development or construction programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable commercial mining operations. In addition, our information about the NORI Property is primarily based on the NORI Technical Reports prepared by TMC, and our information about the Mesabi Property is primarily based on the Mesabi TRS and on information provided to us by Mesabi Metallics, in each case which may be inaccurate or subject to revision. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral and pellet prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in one or more of the properties underlying our current or future interests not generating sufficient royalty revenues. Accordingly, there can be no assurance that the properties underlying our current or future interests will be brought into a state of commercial production.

The failure of TMC to receive commercial recovery permits for extracting minerals from the seafloor within the NORI Property, or, even if granted, the failure of the NORI Property to achieve production on

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schedule or at all, would have a material adverse effect on our asset carrying values and the other benefits we expect to realize from the NORI Royalty. Similarly, any failure by Mesabi Metallics to complete construction, commission the Mesabi Project, achieve targeted production rates or sustain commercial production at the Mesabi Property, or any failure by Mesabi Metallics to obtain or maintain required permits and approvals (including the amendment of its Air Emissions Facility Permit), would have a material adverse effect on the benefits we expect to realize from the Mesabi Royalty. Any of the foregoing, or the failure to realize the anticipated benefits of any future royalty interests we may acquire, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by a change of control, bankruptcy or insolvency of operators.

Defects in, or disputes relating to, the NORI Royalty, the Mesabi Royalty or any royalty interest we may acquire in the future may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we hold and may acquire in the future, there can be no assurance that disputes or other problems concerning these matters will not arise. Confirming these matters is complex and is generally subject to the application of the laws of each relevant jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. In many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings.

The NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists. While the NORI Royalty Agreement expresses the intention of the parties for the NORI Royalty to be an interest in land, it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property or what the applicable legal regime will be. For those reasons, while the NORI Royalty Agreement contains a covenant to register security interests in our favor over the applicable NORI Property in the future, until a regulatory regime is established we do not have the protection of security interests that could help us recover all or part of our investment in our royalty interest in the event of the bankruptcy or insolvency of the operator of the NORI Property. We may never receive such security interests and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of the operator, and our NORI Royalty could be materially restricted or set aside through judicial or administrative proceedings.

The Mesabi Royalty was conveyed pursuant to the Royalty Purchase Agreement and the related conveyance and is intended to constitute an interest in the Mesabi Property under applicable Minnesota law. The recognition, priority and enforceability of the Mesabi Royalty depend on the proper documentation, recording and continued maintenance of those interests under Minnesota law and on the continued solvency, performance and corporate existence of Mesabi Metallics. Mesabi Metallics is part of a corporate group whose affiliates have historically been involved in restructuring, refinancing and insolvency proceedings, including the bankruptcy reorganization of a predecessor in interest to the Mesabi Property. In the event of a change of control, bankruptcy, insolvency or similar proceeding involving Mesabi Metallics or its parent group, our Mesabi Royalty could be subject to challenge, recharacterization, subordination, set-off, avoidance or other adverse treatment in such proceeding, and our ability to enforce our royalty interest could be delayed, limited or impaired.

We have limited access to data on, and to the operations underlying, our existing royalty interests, and we may have similarly limited access with respect to any future royalty and other interests.

We are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streams and similar interests, and we have no input into the exploration, development, construction or operation of such properties. Consequently, we have limited or no access to exploration,

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development or operational data on the NORI Property, and only limited information rights with respect to the Mesabi Property. This could affect our ability to assess the value of those interests. This could also result in delays in cash flow anticipated by us, based on the stage of development of the properties underlying the NORI Royalty, the Mesabi Royalty or any future royalty and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections, and our audit rights, if any, may not be effective in protecting our interests. In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information regarding such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development, construction and any future production of minerals from, or the continued operation of, the NORI Property and the Mesabi Property, or any future properties in which we have an interest, may have a material adverse effect on our business, results of operations and financial condition.

For example, we rely on TMC to provide data pursuant to the NORI Royalty Agreement, and we rely on Mesabi Metallics to provide data pursuant to the Royalty Purchase Agreement and the related conveyance. The information received from either operator may be imprecise or incomplete as a result of its having been compiled by the operator without any oversight by us. Mesabi Metallics is a privately held limited liability company that is not subject to the public reporting requirements of the Exchange Act or to the disclosure standards applicable to public companies, and our information rights with respect to Mesabi Metallics are limited to those provided in the Royalty Purchase Agreement and the related conveyance, supplemented by any information voluntarily shared with us. If the information provided by TMC or Mesabi Metallics to us contains material inaccuracies or omissions, then our disclosure may be inaccurate and our ability to accurately forecast or achieve our stated objectives may be materially impaired, which may have a material adverse effect on our business.

In addition, our ability to detect payment errors through our associated internal controls and procedures is limited. Royalty agreements entered into from time to time by us may require an owner or operator to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in the calculation of royalty payments that we may receive. The NORI Royalty Agreement requires us to provide notice within 24 months after receipt of a Royalty Statement; otherwise, the royalty payment is considered final and in full satisfaction of the counterparty’s obligations. The Royalty Purchase Agreement and the related conveyance contain their own procedural and timing limitations on the exercise of our audit and information rights with respect to the Mesabi Royalty. We do not expect to be able to rectify any revenue adjustment under the NORI Royalty more than 24 months after receipt of the related Royalty Statement, and we may face analogous limitations with respect to the Mesabi Royalty under the terms of the Royalty Purchase Agreement and the related conveyance.

Of the royalty agreements that we may enter into, some, such as the NORI Royalty Agreement and the Royalty Purchase Agreement, may provide us with the right to audit operational calculations and production data for associated payments; however, such audits may occur many months following our recognition of the applicable revenue and may require us to adjust our revenue in later periods.

Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mineral projects are located. Operators (including TMC and Mesabi Metallics) and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing those rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which would have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest (including, in the case of the Mesabi Royalty, the application of the DR Pellet Index and the determination of qualifying deductions), various rights of the operator or third parties in or

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to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

As discussed above, the NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists and it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.

Development, construction and operation of mining and processing operations are highly capital-intensive, and any inability of the operators of properties underlying our existing or future royalty or other interests to meet their liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from such interests.

If operators of properties in which we hold interests do not have the financial capabilities or strength, or sufficient credit or other financing capability, to cover the costs of developing, constructing or operating their mining and processing operations, they may curtail, delay or cease development, construction or operations at a mine site, or enter into bankruptcy proceedings. Each of TMC and Mesabi Metallics will require substantial capital to continue to advance the NORI Property and to complete construction, commissioning and operation of the Mesabi Project, respectively. An operator’s ability to raise and service sufficient capital may be affected by, among other things, macroeconomic and geopolitical conditions, future commodity prices of metals to be mined or pellets to be produced, or further economic volatility in the areas in which the operator operates and in global financial markets. If certain of the operators of the properties on which we have royalty interests suffer these material adverse effects, then our existing or future royalty or other interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development, construction and operation of their properties may be materially adversely affected.

In addition, our ability to generate future cash flows and our financial condition will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties, streams and similar interests that are or may be held by us. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of mineral reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator. Our rights to payment under royalties and similar interests must, in most cases, be enforced by contract, and in the case of the NORI Royalty without the protection of a security interest over property that we could readily liquidate. This inhibits our ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we will be treated like any other unsecured creditor, and therefore may have limited prospects for full recovery of any royalty or similar revenue.

We have incurred indebtedness under our Loan Facilities, and our continued ability to service that indebtedness and to incur additional leverage in the future could increase the risk of loss.

On June 1, 2026, in connection with our acquisition of the Mesabi Royalty, we drew the full $44,559,585.49 aggregate principal amount available under the Term Loan Facility (reflecting a 3.5% original discount and resulting in net cash proceeds of $43,000,000), which bears interest at an initial rate of 9% per annum (subject to scheduled rate increases over its 36-month term) and is secured by a first-priority security interest in substantially all of our assets (including the Mesabi Royalty) and the assets of our subsidiaries, and a first-priority pledge of the equity interests of our subsidiaries. As of the date of this prospectus, we have not received any royalty revenue from either the NORI Royalty or the Mesabi Royalty, and our ability to service our debt obligations under the Loan Facilities depend on our cash on hand, the remaining net proceeds of the PIPE Financing and our ability to raise additional capital or commence royalty revenue prior to maturity of the Loan Facilities. If, among other things, we are unable to service our debt obligations or comply with the covenants under the Loan Facilities, the lender could declare our outstanding obligations under the Loan Facilities immediately due and payable and exercise its rights under the loan documents and the security to, among other things, enforce its security interests in our (and our subsidiaries) assets, including the Mesabi Royalty, which would have a material adverse effect on our business,

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financial condition and results of operations. We may in the future further finance acquisitions of royalty or other interests through the use of additional debt, and any additional indebtedness we incur could subject us to additional restrictive covenants, further limit our financial flexibility and further increase our exposure to changes in interest rates. If the cash flow from our royalty portfolio is insufficient to meet our debt service obligations under the Loan Facilities or any future indebtedness, we may be forced to reduce or delay acquisitions, sell assets or take other actions that could materially and adversely affect our business, financial condition and results of operations.

Our expected returns from the NORI Royalty and the Mesabi Royalty, and any future royalty interests we may acquire, are based on numerous assumptions, which may prove inaccurate.

The value of the NORI Royalty and the Mesabi Royalty, and of any royalty interests we may acquire in the future, and the cash flows they may generate, depend on a number of assumptions, including future production levels, operating costs, capital expenditures, mineral resource and mineral reserve estimates, mine life, recovery rates, infrastructure availability and prevailing commodity and index prices (including, in the case of the Mesabi Royalty, the level and stability of the DR Pellet Index). These assumptions are made by TMC, as the operator of the NORI Property, by Mesabi Metallics, as the operator of the Mesabi Property, and may also be made by operators of any properties underlying royalty interests we may acquire in the future. Such assumptions are inherently uncertain and subject to change, and are often beyond our control. If the assumptions underlying our projected returns are not realized, our revenues could be significantly lower than anticipated, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face intense competition for royalty acquisitions.

We compete with other royalty and streaming companies, as well as mining companies and other potential investors, for attractive royalty acquisition opportunities. Many of our competitors may have greater financial resources, lower costs of capital or more established relationships with operators. Increased competition may result in higher acquisition costs, reduced availability of suitable royalty opportunities or less favorable terms. If we are unable to compete successfully for royalty interests, our growth prospects may be materially limited.

Unsuccessful efforts to acquire new royalties may result in significant costs and reduce our ability to pursue other opportunities.

We expect to devote significant resources to identifying, evaluating and pursuing potential royalty acquisitions. These activities may require us to incur significant transaction costs, including legal, accounting, and technical due diligence expenses, regardless of whether a transaction is ultimately consummated. Unsuccessful acquisition efforts could therefore result in a drain on our financial and management resources and may negatively impact our ability to pursue subsequent opportunities.

Risks Related to the NORI Royalty

The following risk factors relate specifically to the NORI Royalty and the NORI Property. These risks are in addition to, and should be read together with, the risk factors set forth under “Risks Related to Our Business and Industry” above and the risk factors incorporated by reference from our most recent Annual Report on Form 20-F.

Our NORI Royalty is in respect of a deep-sea mining project that involves unproven technologies at commercial scale, which may impact our ability to generate revenue from the NORI Royalty.

The NORI Royalty is in respect of the NORI Property, a deep-sea mining project focused on the extraction of polymetallic nodules. The development and commercial viability of deep-sea mining operations involve several technologies that have not yet been proven at commercial scale. These include subsea collection systems, onboard processing and environmental monitoring technologies. As a result, the project may face technical failures, higher-than-expected costs, production delays or the inability to achieve economically viable extraction and processing.

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In addition, deep-sea mining operations are subject to complex supply chain and infrastructure challenges, including reliance on specialized vessels, port access, and onshore refining capacity. Any interruptions, cost overruns or environmental incidents affecting these components could delay or disrupt production, which would adversely impact our ability to receive royalty revenues from the NORI Property. Given the materiality of the NORI Royalty to our results of operations and prospects, any such issues could materially affect our business, financial condition, and prospects.

The NORI Royalty is subject to buy-back rights in favor of our counterparties that could adversely affect the revenues generated from our portfolio.

As of the date of this prospectus, the NORI Royalty is subject to buy-back or buy-down rights. Under the terms of the NORI Royalty Agreement, subject to certain conditions, NORI has the right (i) to repurchase 50% of the NORI Royalty by making a payment that would provide the holder with an agreed rate of return (“First Repurchase Right”) and (ii) to repurchase an additional 25% of the NORI Royalty on or after February 21, 2028 by making a payment that would provide the holder with an agreed rate of return (“Second Repurchase Right”). The First Repurchase Right expires on February 21, 2030 and the Second Repurchase Right expires on February 21, 2033. Buy-back and buy-down rights are common in the industry and allow an operator to permanently eliminate or reduce the royalty holder’s interest or entitlement under the relevant royalty or other interest. The exercise of the First Repurchase Right or Second Repurchase Right may result in a material adverse effect on our earnings, if any, results of operations, financial condition and prospects and the trading price of our securities by significantly reducing the revenue we would have received under the NORI Royalty.

If title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalty interests could be found to be invalid.

Our business is subject to the risk that operators of mineral projects and holders of exploration or mining claims, tenements, concessions, licenses or other interests in land and minerals may lose their exploration or mining rights, allow them to expire, or have their rights to explore and mine properties contested by private parties or the government. Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks. If title to exploration or mining tenures subject to our royalty interests has not been properly established or is not properly maintained, or is successfully contested, our royalty interests could be adversely affected.

Operations in foreign countries or outside sovereign jurisdictions are subject to many risks, which could decrease our revenues.

Our NORI Royalty is outside of the United States, located in international waters of the CCZ. In addition, future acquisitions may expose us to new jurisdictions. Our activities and those of the operator of any property on which we hold or in the future hold royalty interests are subject to the risks normally associated with conducting business in foreign countries. These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as:

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expropriation or nationalization of mining property;

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seizure of mineral production;

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exchange and currency controls and fluctuations;

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limitations on foreign exchange and repatriation of earnings;

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restrictions on mineral production and price controls;

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import and export regulations, including trade sanctions and restrictions on the export of minerals;

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changes in legislation and government policies, including changes related to taxation, government royalties, tariffs, imports, exports, duties, currency, foreign ownership, foreign trade, foreign investment and other forms of government take;

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challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, intergovernmental organizations, non-governmental organizations or other third parties;

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changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets;

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high rates of inflation and tariffs on products using metals extracted from mines;

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labor practices and disputes;

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enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;

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renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;

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war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments;

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corruption;

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exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject;

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suspension of the enforcement of creditors’ rights and shareholders’ rights; and

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loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.

These risks may limit or disrupt the exploration and development of mineral projects on which we hold royalty and other interests, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Public opposition to deep-seabed mining and calls for a moratorium could adversely affect our operations, reputation, and ability to secure necessary permits.

Several non-governmental organizations and other stakeholders have launched vigorous campaigns opposing deep-seabed mining, citing concerns about potential environmental impacts. In response, some participants in the EV supply chain have called for a general moratorium on all forms of deep-seabed mining until further research is conducted on the marine impacts of nodule collection operations. Although TMC is in the process of completing its Environmental and Social Impact Assessment and Cultural Heritage Impact Assessment for the offshore nodule collection segment of the NORI Area D project, the outcome of these assessments remains uncertain.

Public perception and regulatory response to deep-sea mining could delay or restrict TMC’s ability to proceed with commercial operations, which negatively impacts our ability to obtain revenues from the NORI Property. Any such delays or restrictions could have a material adverse effect on our business, financial condition, and results of operations.

Fluctuations or decreases in the prevailing market price of and demand for nickel, manganese, copper, cobalt and other commodities may have an adverse impact on the value of our royalty interest.

The value of our royalty interest and the potential future development of the NORI Property are directly related to the market price of critical metals, including nickel, copper, cobalt and manganese ores

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and other commodities. For example, our NORI Royalty is calculated based on the gross proceeds from the sale of Products from the NORI Property. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining royalty company including: military conflict; prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculation; governmental and exchange decisions regarding the disposal of metal stockpiles; political and economic conditions; available supplies of the four critical metals contained in nodules from mine production, inventories and recycled metal; sales by holders and producers of these critical metals; and demand for downstream products containing nickel, copper, cobalt and manganese, including batteries for EV and energy storage that consume high volumes of the minerals to produce, and a number of other factors.

Declines in market prices could cause an operator to cease or slow down exploration and development activities, reduce, suspend or terminate production from an operating project or construction work at a development project and negatively impact our ability to obtain revenues from its interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

The value of our royalty interest depends in part on demand for critical minerals used in EVs and renewable energy storage, which is uncertain.

Our royalty exposure relates to polymetallic nodules that contain nickel, cobalt, copper and manganese, which are critical to EV and renewable energy storage applications. The demand for these minerals is influenced by government incentives, regulatory developments, consumer adoption rates, technological advances, and competing energy storage technologies. Recent uncertainty in the EV and alternative energy markets, particularly in the United States, illustrates that growth in these sectors may not occur at the pace anticipated. If demand for such minerals does not develop as expected or is not sustained, the operators of the properties using the minerals underlying our royalty interests may reduce production or delay development, which could adversely affect our revenues and the value of our royalty portfolio.

We are dependent on favorable U.S. government policy for offshore mineral development and subject to complex regulatory frameworks.

Our business is significantly dependent on continued support from the U.S. government for the exploration and development of offshore critical minerals, including polymetallic nodules. The NORI Property underlying our royalty interest is subject to complex regulatory frameworks and evolving policy priorities. Any shift in U.S. government policy — including changes in legislation, executive orders, agency guidance, or permitting practices — that reduces support for offshore mineral exploitation could materially hinder the development of the NORI Property. Such changes may delay or prevent the advancement of the NORI Property, limit access to capital or government incentives, and adversely affect the economic viability of the NORI Property, and as a result, the economic viability of our royalty interest.

Additionally, the NORI Property is located in an offshore jurisdiction subject to both U.S. and international regulatory oversight, including DSHMRA, UNCLOS and applicable U.S. federal laws governing seabed mineral extraction. These regulatory frameworks are complex, evolving, and may be subject to differing interpretations or enforcement priorities. In certain cases, U.S. policy may conflict with international norms or the positions of multilateral bodies, creating uncertainty around permitting, standards, environmental compliance, and operational approvals, which may impact our royalty interest.

As a result, any adverse change in government policy could have a material impact on our business, financial condition, results of operations, and prospects.

NORI’s exploration contract with the ISA is scheduled to expire in July 2026, and there is no assurance that the ISA will grant NORI’s pending request for a five-year extension on a timely basis or at all, which could materially and adversely affect our NORI Royalty.

Our NORI Royalty depends on the continued validity of NORI’s exploration contract with the ISA covering NORI Areas A, B, C and D. The current NORI exploration contract was granted by the ISA in July 2011 for an initial 15-year term and is scheduled to expire in July 2026. In January 2026, NORI submitted to the ISA a request for a five-year extension of its exploration contract, as permitted under the terms of

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the contract upon a showing of good-faith compliance with the approved plan of work. As of the date of this prospectus, the extension request remains pending ISA review, and there can be no assurance that the ISA will grant the extension on a timely basis, on terms acceptable to NORI, or at all. If the extension is not granted, NORI’s exclusive rights under the ISA exploration contract would lapse, which could materially and adversely affect the ability of TMC and its affiliates to advance the NORI Property under the ISA regime and the timing or amount of any royalty payments we may receive under the NORI Royalty Agreement. While the NORI Royalty Agreement provides that the NORI Royalty would automatically apply to any mineral right reacquired by NORI or its affiliates covering the same area as the NORI Property, and TMC USA has separately submitted applications to NOAA under DSHMRA covering, among other areas, the NORI Property, we cannot assure investors that any such reacquired rights or any DSHMRA exploration license or commercial recovery permit would be obtained on commercially viable terms or in a manner that would preserve the economic value of the NORI Royalty.

We are subject to the risk that TMC may not receive the permits and licenses necessary to conduct operations at the NORI Property, which would adversely affect our expectation of future revenue.

TMC, through its wholly-owned affiliates, NORI and The Metals Company USA, LLC, holds the exploration license from the ISA and has submitted two exploration licenses, one commercial recovery permit and one consolidated exploration license and commercial recovery permit application to the NOAA, for the exploration and commercial recovery of polymetallic nodules in the area of the NORI Property. TMC and its affiliates may not receive exploration licenses or recovery permits from the NOAA, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty. Furthermore, TMC and its affiliates may never receive a permit or license from the ISA to permit exploitation in the area of the NORI Property, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty.

Even if TMC obtains a permit from NOAA, such authorization may be subject to challenge or review by other domestic or international regulatory bodies, which could adversely affect the development of the project and the timing or amount of royalty payments we receive, which may adversely affect our business, results of operations and financial condition.

Recent actions by the Trump Administration, including the rescission of EV mandates and the suspension of EV-related incentives under the IRA, have introduced uncertainty into the policy environment for clean energy and critical mineral supply chains. These changes could reduce demand for EVs and battery materials, delay project development timelines or affect the economic viability of certain operations. These and any additional such future changes in federal or state policy, political leadership, or public sentiment could adversely affect the NORI Property, or other projects in which we hold royalty interests in the future, and in turn, could materially impact our financial performance and growth prospects.

Risks Related to the Mesabi Royalty

The following risk factors relate specifically to the Mesabi Royalty and the Mesabi Property. These risks are in addition to, and should be read together with, the risk factors set forth under “Risks Related to Our Business and Industry” above and the risk factors incorporated by reference from our most recent Annual Report on Form 20-F.

Our Mesabi Royalty depends on the ability of Mesabi Metallics to complete construction of the Mesabi Project and to commence and sustain commercial production, and any delays or cost overruns could materially and adversely affect our Mesabi Royalty.

Our Mesabi Royalty applies to revenue generated from the sale of DR Grade Iron Ore Pellets produced from the Mesabi Property. As of the date of this prospectus, the Mesabi Property has not commenced commercial production, and Mesabi Metallics has publicly indicated that the Mesabi Project was approximately 85.5% complete as of January 1, 2026, with first DR Grade Iron Ore Pellet production targeted in the fourth quarter of 2026, followed by an 8-to-12-month ramp-up period to commercial production. Completion of the remaining construction, commissioning and ramp-up of the Mesabi Project is subject to numerous risks outside of our control, including engineering, procurement, construction and

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commissioning risks; delays in equipment delivery or installation; cost overruns; labor and supply chain disruptions; permitting or regulatory delays; weather or geotechnical conditions; and changes in commodity input or output prices. Any failure by Mesabi Metallics to complete construction on schedule, commission the Mesabi Project, achieve targeted production rates or sustain commercial production could result in significant delays in or the elimination of royalty revenue payable to us under the Mesabi Royalty, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Mesabi Metallics is a privately held limited liability company and is not subject to the public reporting requirements of the Exchange Act or to the disclosure standards applicable to public companies. As a result, the information available to us, and to our shareholders, regarding Mesabi Metallics’ operations, financial condition, capital structure, projected cash flows, capital expenditure plans and strategic direction is limited to information made publicly available by Mesabi Metallics or its affiliates, information provided to us under the Royalty Purchase Agreement or related conveyances and information voluntarily shared with us. Mesabi Metallics is part of a corporate group that has historically included entities associated with the Essar group, the parent of which (and certain affiliated entities) have previously been involved in restructuring, refinancing and insolvency proceedings, including the bankruptcy reorganization of Essar Steel Minnesota LLC (a predecessor in interest to the Mesabi Property). Adverse developments affecting Mesabi Metallics or its parent group, including financial distress, restructuring, change of control or material litigation, could disrupt Mesabi Metallics’ ability to complete construction, commence or sustain commercial production at the Mesabi Property or otherwise perform its obligations to us under the Mesabi Royalty conveyance, in each case with no advance notice to us. In addition, our limited information rights may impair our ability to monitor the operator’s compliance with its royalty payment obligations and our ability to disclose information to investors with the same level of detail and timeliness as would be available with a public-company operator.

DR Grade Iron Ore Pellets are a specialized feedstock used principally as the input to direct-reduced iron, which in turn is used by EAF steelmakers to produce lower-carbon steel. The universe of potential customers for DR Grade Iron Ore Pellets is concentrated among a limited number of integrated and EAF steelmakers globally, with U.S. demand driven by a smaller subset of EAF steelmakers and direct-reduction iron producers. Cliffs and United States Steel Corporation have historically dominated U.S. integrated steelmaking and remain significant participants in iron ore production in the Lake Superior region. The loss or reduction of any major prospective customer of Mesabi Metallics, the entry into long-term offtake arrangements on unfavorable terms, the failure to qualify Mesabi Metallics’ pellets as a substitute for existing supplies, or competitive responses by integrated producers to a new merchant supply of DR Grade Iron Ore Pellets could materially and adversely affect the volumes sold by Mesabi Metallics, the prices realized and, in turn, the royalty revenue we receive under the Mesabi Royalty.

Operations at the Mesabi Property depend on access to rail, port and Great Lakes shipping infrastructure that is subject to seasonal, weather-related and operational disruptions, which could materially and adversely affect the timing and volume of royalty payments under the Mesabi Royalty.

The Mesabi Property is located on the Mesabi Iron Range in Itasca County, Minnesota, approximately 15 miles west of Hibbing, Minnesota, and approximately 106 miles by road from the port of Duluth, Minnesota, which is the principal Great Lakes port serving the U.S. iron ore industry. Mesabi Metallics’ ability to move pellets to market depends on access to U.S. Highway 169, the Canadian National rail line, the BNSF rail line, port facilities at Duluth and Great Lakes shipping during the Great Lakes navigation season. Each of these elements of the supply chain is subject to operational disruptions, including weather-related delays, seasonal ice closures of the Great Lakes shipping season (typically from January through March), accidents, labor disputes, work stoppages, derailments, port congestion, infrastructure failures, regulatory

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restrictions and other events outside of Mesabi Metallics’ control. Any such disruption could delay or reduce pellet shipments and the corresponding royalty payments due to us under the Mesabi Royalty.

The competitive position of Mesabi Metallics relative to vertically integrated iron ore and steel producers, including Cliffs and United States Steel Corporation, could be adversely affected by competitive responses to the entry of a new merchant supplier of DR Grade Iron Ore Pellets.

Cliffs and United States Steel Corporation are vertically integrated iron ore and steel producers with long-established positions in the Lake Superior iron ore region. The entry of Mesabi Metallics as a new merchant supplier of DR Grade Iron Ore Pellets could prompt competitive responses from these and other established producers, including capacity additions, capacity utilization changes, pricing actions, long-term offtake commitments with prospective Mesabi Metallics customers, vertical-integration acquisitions, or strategic combinations affecting the structure of the U.S. iron ore and EAF steelmaking markets. We cannot predict the nature, timing or magnitude of such competitive responses, and any such response could adversely affect the volumes of pellets that Mesabi Metallics is able to sell on commercially viable terms, the prices realized and, accordingly, the royalty revenue we receive under the Mesabi Royalty.

The operator of the Mesabi Property is engaged in disputes with Cliffs concerning mineral interests included in the mineral resource estimate, and an adverse outcome could reduce the resources or reserves available to the operator and, in turn, the gross production revenue against which the Mesabi Royalty is calculated.

The operator of the Mesabi Property is engaged in ongoing arbitration, litigation and related proceedings with Cliffs concerning the operator’s mineral interests in certain parcels that comprise part of the Mesabi Property. These disputes principally concern parcels acquired by the operator from Glacier Park Iron Ore Properties and other vendors, the mineral rights in which were leased to Cliffs at the time of the operator’s acquisition. In October 2023, the operator terminated those leases, citing continued defaults by Cliffs. Cliffs contested the termination and initiated an arbitration process; in June 2024, a three-member arbitration panel confirmed that the operator had rightfully terminated the leases, and in January 2025 the Itasca County Court confirmed the arbitration award. Notwithstanding these outcomes, Cliffs continues to claim a 50% undivided interest in certain of the affected parcels, and arbitration, litigation and related proceedings between the operator and Cliffs concerning those interests remain ongoing as of the date of this prospectus.

The mineral resource estimate set forth in the Mesabi TRS and disclosed in this prospectus includes parcels in which Cliffs claims a 50% undivided interest. The mineral reserve estimate, by contrast, excludes such parcels, and the Qualified Person responsible for the mineral reserve estimate has not opined on whether the operator has or will have access to the entirety of any reserves that may be located on those parcels. The mineral resource estimate also excludes three parcels owned 100% by Cliffs.

If the disputes between the operator and Cliffs are resolved adversely to the operator, in whole or in part, the operator may lose the ability to develop or mine, or to do so on its own account, some or all of the parcels in which Cliffs claims an interest. Any such outcome could result in (i) a reduction in the mineral resources reported for the Mesabi Property, (ii) the inability to convert all or part of the indicated mineral resources contained in the disputed parcels into mineral reserves, (iii) modifications to the mine plan reflected in the Mesabi TRS, including potential changes to the pit design, the life-of-mine stripping ratio, the life-of-mine production profile and project economics, (iv) reductions in the volumes of DR Grade Iron Ore Pellets produced by the operator and the gross production revenue derived therefrom, and (v) corresponding reductions in the royalties payable to us under the Mesabi Royalty. Even if the operator ultimately prevails in the disputes, the operator may incur substantial legal and other costs in connection with the disputes, the disputes may distract the operator’s management, and the disputes may delay or disrupt the operator’s construction, development or operation of the Mesabi Project, in each case in ways that could adversely affect the timing or amount of royalties payable to us under the Mesabi Royalty.

We do not control, and do not participate in, the operator’s litigation strategy, settlement decisions or other dealings with Cliffs, and we cannot predict the timing or outcome of the disputes. We may not learn of material developments in the disputes, or of any settlement, adverse decision or interim relief, until after such developments have occurred. Any such development could materially and adversely affect the volumes of

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DR Grade Iron Ore Pellets produced by the operator, the royalties payable to us under the Mesabi Royalty and, in turn, our business, financial condition, results of operations and the trading price of our common shares.

Annual production at the Mesabi Property is currently capped at 7.00 million long tons of DR Grade Iron Ore Pellets under the operator’s existing Air Emissions Facility Permit; the long-term production assumed in the Mesabi TRS — and, accordingly, a meaningful portion of the royalty revenue we expect to receive under the Mesabi Royalty — depends on the operator’s obtaining an amendment to that permit, which has not yet been obtained.

The operator of the Mesabi Property holds an Air Emissions Facility Permit issued by the Minnesota Pollution Control Agency (the “MPCA”) governing air emissions from the project’s principal emission sources, including the crusher, concentrator and indurating furnace. The current Air Emissions Facility Permit limits annual DR Grade Iron Ore Pellet production from the Mesabi Property to 7.00 million long tons (approximately 7.11 million metric tonnes) per annum until an amendment to the permit is obtained. The operator has publicly indicated that it expects to obtain such an amendment by the end of the third quarter of 2027, which, if granted on the terms contemplated by the operator, would lift the annual production limitation to approximately 7.38 million long tons (approximately 7.50 million metric tonnes), the maximum capacity of the project’s pelletizing plant.

The mineral reserve estimate, the 23-year life-of-mine plan and the economic analysis set forth in the Mesabi TRS each assume that the operator will obtain the amendment to the Air Emissions Facility Permit by the end of the third quarter of 2027 and that, following the amendment, the operator will be able to operate the project at a steady-state production rate of approximately 7.17 million long tons per annum of DR Grade Iron Ore Pellets over the life of mine, including periods of full production at rates as high as approximately 7.25 million long tons per annum. Approximately 19 years of the 23-year life-of-mine plan are expected to be conducted at full production rates that exceed 7.00 million long tons per annum. Accordingly, a meaningful portion of the operator’s expected life-of-mine production, and therefore of the gross production revenue against which our Mesabi Royalty is calculated, is contingent on the amendment being obtained and maintained on the terms assumed in the Mesabi TRS.

Permit amendments of this nature are subject to regulatory review, public notice and comment processes, and the discretion of the issuing and reviewing agencies. The operator’s ability to obtain the amendment on the timetable contemplated by the Mesabi TRS, or at all, will depend on, among other things, the MPCA’s determination that no change in the ambient air boundary is required, the MPCA’s determination that a new Air Emissions Risk Analysis is not required, the Minnesota Department of Natural Resources’ determination that environmental review (whether through a Supplemental Environmental Impact Statement or an Environmental Assessment Worksheet) is not required, the absence of material agency-imposed conditions or public-comment opposition, the absence of intervening changes in applicable environmental law or air quality standards, and the operator’s continued compliance with the existing permit and other applicable regulatory requirements. We can provide no assurance that the amendment will be granted within the timeframe contemplated by the Mesabi TRS, that it will be granted on terms consistent with the assumptions reflected in the Mesabi TRS, or that it will be granted at all.

If the amendment is denied, granted on materially less favorable terms or delayed beyond the end of the third quarter of 2027, the operator’s annual DR Grade Iron Ore Pellet production may remain capped at 7.00 million long tons (or such other rate as may be established by the MPCA) for some or all of the remaining life of mine. Any such outcome could result in (i) a reduction in the volumes of DR Grade Iron Ore Pellets produced by the operator over the life of mine, (ii) a reduction or deferral of the gross production revenue against which the Mesabi Royalty is calculated and, in turn, of the royalties payable to us under the Mesabi Royalty, (iii) modifications to the mine plan, life-of-mine schedule and project-level economics reflected in the Mesabi TRS and (iv) the inability to convert all or part of the indicated mineral resources at the project into mineral reserves on the basis assumed in the Mesabi TRS. The Mesabi TRS expressly identifies the operator’s continued ability to obtain and maintain the air permit amendment as a modifying factor underlying the mineral reserve estimate, and an adverse permit outcome could accordingly result in a reduction or revision of the mineral reserves disclosed in this prospectus.

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We do not control, and do not participate in, the operator’s permit application or compliance processes, and we cannot predict the timing or outcome of the operator’s efforts to obtain the amendment. The operator may also be required to obtain other permits or permit amendments, or to satisfy additional regulatory conditions, in connection with the development, commencement of commercial production or continued operation of the Mesabi Project, and any failure or delay in obtaining or maintaining such permits or satisfying such conditions could have effects on our royalty revenue similar to those described above.

We rely substantially on information provided by Mesabi Metallics under the Royalty Purchase Agreement to determine and verify the royalty payments due to us under the Mesabi Royalty, and our audit and information rights may not adequately protect us.

Under the Royalty Purchase Agreement and the related conveyance, the calculation of royalty payments due to us depends on production volumes, sales volumes, applicable index references, qualifying deductions, and other operator-provided information. We have limited ability to independently verify Mesabi Metallics’ calculations or the underlying information, and we are substantially reliant on Mesabi Metallics’ reporting, accounting and compliance practices. Although the Royalty Purchase Agreement provides us with certain information and audit rights with respect to royalty calculations and underlying production and sales data, the exercise of those rights is subject to procedural and timing limitations and may not be adequate to identify or remedy underpayments or other royalty calculation errors. Any failure by Mesabi Metallics to provide complete, accurate and timely information, any underpayment of royalties, or any disagreement regarding the calculation or amount of royalty payments could materially and adversely affect the value of our Mesabi Royalty and the timing or amount of royalty payments we receive.

Estimates of mineral resources and mineral reserves on the Mesabi Property are subject to significant revision.

Mineral resource and mineral reserve estimates for the Mesabi Property contained in this prospectus are supported by the Mesabi TRS, which was prepared by DRA and is based on assumed future prices, cut-off grades, modifying factors, operating costs, capital costs, metallurgical recoveries, mining methods, processing recoveries, the operator’s continued ability to obtain and maintain permits and approvals (including the amendment of the operator’s Air Emissions Facility Permit), and other key inputs. Until mineral deposits are actually mined and processed, any mineral resources and mineral reserves disclosed in this prospectus must be considered as estimates only. The grade and/or quantity of the iron or other metals ultimately recovered may differ from that interpreted from drilling results. The grade of the reported mineral resources is uncertain in nature, and it is uncertain whether further technical studies will result in an upgrade to them. Any material change in the quantity of mineralization, grade or mill feed-to-waste ratio, any extended decline in market prices for DR Grade Iron Ore Pellets or for iron ore generally, any failure by the operator to obtain or maintain required permits and approvals, or any change in assumptions or methodologies used in preparing the estimates, may render some or all of the mineralization uneconomic. Investors are also cautioned that all mineral reserves reported in respect of the Mesabi Property are classified as Probable and not Proven, which reflects a lower level of confidence than would apply to Proven mineral reserves.

Changes to the Mesabi TRS could adversely affect our business.

The mineral resource and mineral reserve estimates for the Mesabi Property are supported by the Mesabi TRS, which is subject to the requirements, and evolving interpretation, of S-K 1300. From time to time, the Company may be required, or may determine it is appropriate, to amend, replace or supplement the Mesabi TRS, including in response to SEC interpretation of S-K 1300 or related guidance, additional data, changes in assumptions or methodologies, operator updates, drilling and sampling results, metallurgical test work, permit developments (including the air permit amendment described elsewhere in this prospectus), litigation outcomes (including with respect to the parcels excluded from the estimates as a result of ongoing litigation between the operator and Cliffs), or other developments. Any such amendment, replacement or supplement could result in material changes, including reductions, to reported mineral resources and mineral reserves, as well as changes to mine plans, life-of-mine assumptions and project-level economics, and could have a material adverse effect on our business, financial condition and results of operations.

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Our internal controls over mineral resource and mineral reserve disclosure depend significantly on the operator and on independent Qualified Persons retained by us.

As a non-operating royalty holder, we do not have access to drill core, assay data, sample preparation or analytical procedures other than as reported to us by the operator of the Mesabi Property and the Qualified Persons responsible for the Mesabi TRS. We accordingly rely on the Qualified Persons to verify, in accordance with their professional and S-K 1300 obligations, the data, information and supporting documentation on which the mineral resource and mineral reserve estimates are based, and on the operator to provide accurate and timely information for use in our periodic and current reports filed with the SEC. There is no assurance that the operator will provide us with information on a timely basis, that the information provided will be complete or accurate, or that the Qualified Persons will identify deficiencies in operator-provided information.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and our future business, financial condition, and results of operations. All statements other than statements of historical fact are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact, and are based on current expectations, estimates, and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

the sources and timing of potential revenue from the NORI Royalty and Mesabi Royalty as well as the timing and amount of estimated future production related to the NORI Property or Mesabi Property;

•

the timing of TMC’s exploration license and commercial recovery permit application review by NOAA under DSHMRA, and any other assumptions regarding permitting timelines, including both under the ISA and the DSHMRA;

•

the supply and demand for nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;

•

the future prices of nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;

•

government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations;

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assumptions regarding our ability to acquire additional royalty, stream or similar interests in seafloor or other areas under U.S. or U.S. aligned jurisdictions;

•

our plans to mitigate our material weakness in our internal control over financial reporting;

•

our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto;

•

our business and future activities;

•

the effect on us of any changes to existing or new legislation or policy or government regulation;

•

goals, strategies and future growth;

•

expectations around the performance of the NORI Royalty and Mesabi Royalty;

•

estimates of mineral resources and reserves;

•

our ability to retain key management personnel in order to enable us to continue to develop our business;

•

statements relating to our status as an emerging growth company and foreign private issuer;

•

any reference to or description of the activities proposed to be conducted by TMC, Mesabi or their affiliates;

•

projected mining and process recovery rates;

•

assumptions as to geotechnical requirements for collector on the seabed;

•

assumptions as to environmental, permitting, and social risks; and

•

other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. You should not rely on forward-looking statements as predictions of future events. We have

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based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects.

Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual results, performance or achievements and other events to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements, including those factors referred to in our most recent annual report on Form 20-F in Item 3. Key Information — D. Risk Factors, which is incorporated by reference into this prospectus. See “Risk Factors”.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

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MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

For the information summarized herein from the NORI Technical Reports, we rely exclusively on publicly disclosed information from TMC. The information summarized from TMC’s public disclosure may be imprecise as a result of it being prepared by TMC.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following independent industry publications or reports:

•

2025 International Energy Agency Critical Minerals Outlook;

•

2024 International Energy Agency Critical Minerals Outlook;

•

2024 U.S. Geological Survey Commodity Summaries;

•

Life Cycle Assessment White Paper: Where Should Metals for the Green Energy Transition Come From; and

•

Benchmark Minerals Intelligence Forecasts.

The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein. We did not commission any of the above publications or reports.

Benchmark does not intend for its data or forecasts in this prospectus to be relied upon by investors for investment purposes, and they do not constitute investment advice or a guarantee of future outcomes. We have not engaged Benchmark and Benchmark is not affiliated with us. Readers are reminded that all references provided herein to Benchmark data are subject to specific assumptions and limitations contained at the referenced source.

Notwithstanding the foregoing, we are responsible for the disclosure of this information in this registration statement in accordance with applicable securities laws.

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TRADEMARKS, SERVICE MARKS, COPYRIGHTS, AND TRADENAMES

We own or otherwise have rights to the trademarks, service marks, and copyrights, including those mentioned in this prospectus, used in conjunction with the operation of our business, if any. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights, and tradenames of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ®, ™, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

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USE OF PROCEEDS

Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell their Common Shares covered by this prospectus, we will not receive any proceeds from any such sales of our Common Shares. See “Principal and Registered Shareholders”.

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DIVIDEND POLICY

Any declaration and payment of future dividends to holders of our Common Shares will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, the provisions of British Columbia law affecting the payment of dividends and distributions to shareholders, and other considerations that our board of directors deems relevant. In addition, future agreements governing our indebtedness may limit our ability to pay dividends.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, and our capitalization as of March 31, 2026:

•

on an actual basis; and

•

on an as adjusted basis, giving effect to (i) the issuance and sale of 6,164,141 Common Shares in the PIPE Financing at a purchase price of $13.00 per Common Share for aggregate net proceeds of approximately $80.1 million, (ii) the Company’s entry into the Loan Facilities and the initial net borrowing of $43,000,000 million thereunder, (iii) the closing of the Royalty Transaction, including the application of the net proceeds of the PIPE Financing, (iv) the issuance and sale of 576,923 Royalty Acquisition Shares that we issued to Ironclad as partial consideration for our acquisition of the Mesabi Royalty, and (v) and the initial borrowing under the Loan Facilities to fund the cash purchase price of $125 million and the payment of related transaction expenses, in each case as if such transactions had occurred on March 31, 2026.

You should read this table together with our audited financial statements and related notes, and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 20-F and in Exhibit 99.2 to our Current Report on Form 6-K furnished to the SEC on May 12, 2026, each of which are incorporated by reference herein.

	Actual			As Adjusted(1)
Cash		$	31,306,802		$	11,640,133
Indebtedness
Long Secured Indebtedness			—		$	42,100,000
Shareholders’ (deficit) equity
Share capital		$	55,973,136		$	137,716,467
Contributed surplus			1,782,045		$	1,782,045
Accumulated deficit			(15,179,351)		$	(15,179,351)
Total shareholders’ equity			42,575,830		$	124,319,161
Total capitalization		$	42,575,830		$	166,419,161

(1)

The as adjusted column in the table above is based on Common Shares outstanding as of March 31, 2026, and excludes:

•

7,974,929 Common Shares reserved for future issuance under the CEO Performance Plan or awards issued under the 2025 Plan.

•

139,664 Common Shares issued in connection with the vesting of 164,812 PSUs.

•

24,999 Common Shares issued to third party vendors of the Company at a deemed issue price of US $14.00 per share for past services.

•

77,889 Common Shares issued to a third party vendor of the Company at a deemed issue price of US $12.84

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DESCRIPTION OF INDEBTEDNESS

Loan Facilities

On June 1, 2026, in connection with our acquisition of the Mesabi Royalty, we entered into a loan agreement (the “Loan Agreement”) with American Life & Security Corp., as lender (in such capacity, the “Lender”), pursuant to which the Lender agreed to make available to us the Loan Facilities in an aggregate principal amount of $51,813,427.49. We drew the full principal amount under the Term Loan Facility made available under the Loan Facilities at closing of the Mesabi Royalty acquisition on June 1, 2026, which, after giving effect to a 3.50% original issue discount payable to the Lender, resulted in net cash proceeds to us of $43,000,000. We applied the net proceeds of the Term Loan Facility, together with the net proceeds of the PIPE Financing and a $15,000,000 cash deposit previously paid by us at signing of the Royalty Purchase Agreement, to fund the cash portion of the consideration payable to Ironclad for the Mesabi Royalty and to pay related fees and expenses.

Interest Rate

Loans outstanding under the Loan Facilities bear interest at an initial rate of 9.00% per annum, subject to scheduled increases over the term of the Loan Facilities as set forth in the Loan Agreement. Interest is payable in cash monthly in arrears, and accrued and unpaid interest is payable at maturity. Upon the occurrence and during the continuance of an event of default under the Loan Agreement, the interest rate applicable to outstanding loans under the Loan Facilities is subject to increase by 200 basis points above the otherwise applicable rate.

Maturity

The Loan Facilities mature on the date that is 36 months after the funding date, or June 1, 2029. The Loan Agreement does not provide for scheduled amortization payments until the thirteenth month following the closing thereof. At such time, we are required to make scheduled monthly principal payments in an amount equal to one-twelfth of fifteen percent of the original principal amount of the Loan Facilities. The full outstanding principal balance, together with accrued and unpaid interest, is due in cash on the maturity date.

Optional Prepayment

We may, at our option, prepay all or any portion of the outstanding principal amount under the Loan Facilities at any time, in whole or in part (provided that if in part, in an amount not less than $2,500,000), together with accrued and unpaid interest on the amount prepaid through the date of prepayment, subject to the payment of a customary make-whole or prepayment premium as set forth in the Loan Agreement.

Mandatory Prepayment

The Loan Agreement requires mandatory prepayment of the outstanding loans, together with accrued and unpaid interest and any applicable prepayment premium, upon the occurrence of certain events, including (i) asset sales and other dispositions outside the ordinary course of business above customary thresholds, subject to customary reinvestment rights; (ii) incurrence of indebtedness for borrowed money that is not permitted under the Loan Agreement; (iii) receipt of insurance proceeds and condemnation proceeds above customary thresholds, subject to customary reinvestment rights; (iv) a change of control of the Company; and (v) receipt of proceeds from capital raises, in certain circumstances, as more particularly set out in the Loan Agreement.

Security and Collateral

Our obligations under the Loan Agreement are secured, subject to customary exceptions and exclusions, by a first-priority security interest in substantially all of our assets (and our subsidiaries’), including the Mesabi Royalty, the NORI Royalty and our other royalty interests, and by a first-priority pledge of the equity interests of each of our direct and indirect subsidiaries, including TMCR USA Operations Inc. The

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Lender’s security interests are governed by customary security and pledge documentation and are subject to customary permitted liens.

Guarantors

The obligations of the Company under the Loan Agreement are guaranteed on a senior secured basis by each of our direct and indirect subsidiaries, including TMCR Holdings Inc. and TMCR USA Operations Inc., pursuant to customary guarantee agreements. The guarantees are full and unconditional, and the obligations of each guarantor are joint and several.

Affirmative and Negative Covenants

The Loan Agreement contains customary affirmative covenants applicable to us and our subsidiaries, including covenants relating to delivery of financial statements and other periodic reports, maintenance of corporate existence, payment of taxes, maintenance of properties and insurance, compliance with laws, inspection rights, environmental compliance and use of proceeds. The Loan Agreement also contains customary negative covenants applicable to us and our subsidiaries that, subject to customary exceptions and baskets, restrict our ability to (i) incur additional indebtedness or guarantee obligations; (ii) create or permit to exist liens on our assets; (iii) make investments, loans or advances; (iv) consummate acquisitions or other business combinations; (v) make dividends, distributions or other restricted payments in respect of our equity securities or repurchase our equity securities; (vi) sell, transfer or otherwise dispose of assets, including the Mesabi Royalty and the NORI Royalty; (vii) enter into transactions with affiliates; (viii) amend, modify or waive material rights under the NORI Royalty Agreement, the Royalty Purchase Agreement, our organizational documents or other material agreements; (ix) merge, consolidate or sell substantially all of our assets; and (x) change our line of business, fiscal year or accounting policies.

Financial Covenants

The Loan Agreement contains customary financial covenants, including an unrestricted cash covenant, in each case tested on the periodic schedule and at the levels set forth in the Loan Agreement.

Events of Default

The Loan Agreement contains customary events of default, including, among others, (i) failure to make payments of principal, interest or other obligations when due (in certain cases subject to customary grace periods); (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) breach of covenants (subject to customary cure periods); (iv) cross-default to other material indebtedness; (v) certain bankruptcy and insolvency events affecting us or our material subsidiaries; (vi) certain unsatisfied or unstayed judgments above customary thresholds; (vii) certain events affecting employee benefit plans; (viii) a change of control of the Company; (ix) the loss, suspension or termination of, or a material adverse change in, the NORI Royalty or the Mesabi Royalty; and (x) the invalidity, unenforceability or impairment of the Lender’s security interests.

Upon the occurrence and continuance of an event of default under the Loan Agreement, the Lender may, among other remedies, (i) declare all amounts outstanding under the Loan Facilities, together with accrued and unpaid interest and any applicable prepayment premium, immediately due and payable; (ii) terminate any unused commitments; (iii) exercise its rights and remedies as a secured party under the security and pledge documentation in respect of the collateral, including enforcement on the Mesabi Royalty and the NORI Royalty (by foreclosure or otherwise); and (iv) pursue such other remedies as may be available to it under the Loan Agreement, the security documentation, the guarantees and applicable law. The exercise of any of these remedies by the Lender, including, in particular, foreclosure (or other enforcement proceedings) on or in respect of the Mesabi Royalty or the NORI Royalty, would have a material adverse effect on our business, financial condition, results of operations and cash flows.

The foregoing summary of the principal terms of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which has been filed as Exhibit 10.18 to the registration statement of which this prospectus forms a part.

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BUSINESS

Business Overview

Following the closing of our acquisition of the Mesabi Royalty in June 2026, our assets consist of two royalty interests: (i) the NORI Royalty, a 2.0% gross overriding royalty on the NORI Property, a polymetallic nodule project being developed by The Metals Company in the CCZ, located approximately 1,500 miles southwest of San Diego, California, and (ii) the Mesabi Royalty, an indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets produced from the Mesabi Property, an iron ore project operated by Mesabi Metallics in Itasca County, Minnesota. The Mesabi Royalty is held by our indirect wholly-owned subsidiary, TMCR USA Operations Inc. We acquired the NORI Royalty in 2023 from The Metals Company in exchange for approximately 13.9 million of our Common Shares and $5,000,000 in cash. We acquired the Mesabi Royalty in June 2026 pursuant to the Royalty Purchase Agreement for aggregate consideration of $132,500,000, consisting of $125,000,000 in cash and 576,923 Common Shares issued to Ironclad at an issue price of $13.00 per Common Share. See “Corporate History and Structure,” “Business — NORI Royalty” and “Business — Mesabi Royalty.” To date, we have not received any royalty revenue from either the NORI Royalty or the Mesabi Royalty. Each of the NORI Property and the Mesabi Property is in development stage and is not currently in commercial production, and the legal regime applicable to commercial recovery from the NORI Property is uncertain. As a result, there can be no assurance that either the NORI Property or the Mesabi Property will ever achieve commercial production or, if commercial production is commenced, that such operations will achieve profitable and continued production levels. See “Risk Factors — Our royalty interests are not on producing properties and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production,” “Business — NORI Royalty” and “Business — Mesabi Royalty.”

We believe The Metals Company is well-positioned to become a leader in nodule mining. Through its wholly-owned affiliates, The Metals Company holds an exploration license under the ISA and has submitted two exploration licenses, one commercial recovery permit and one consolidated exploration license and commercial recovery permit application to NOAA for the exploration and commercial recovery of polymetallic nodules in the area secured by the NORI Royalty Agreement. The Metals Company also has strategic global partnerships with key industry participants such as Allseas Group S.A., Korea Zinc Co. Ltd., and PAMCO.

We believe Mesabi Metallics is similarly well-positioned to become a leading domestic producer of low-carbon, direct-reduction-grade iron ore pellets. The Mesabi Property is located on Minnesota’s historic Mesabi Iron Range and represents a substantially constructed, fully permitted DR Grade iron ore pellet operation, with construction reported by the operator at approximately 85.5% complete as of January 1, 2026 and targeted commencement of first production in the fourth quarter of 2026. Mesabi Metallics is part of the Essar Group of companies, a global diversified conglomerate with prior experience constructing and operating iron ore pelletizing facilities.

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Investment Highlights

We hold royalties on two strategically significant critical mineral properties supporting U.S. industrial and energy security.

Our portfolio now consists of two royalty interests covering large-scale critical metals and mineral resources in the United States and U.S.-aligned jurisdictions: (i) a 2.0% gross overriding royalty on all metals and minerals produced from The Metals Company’s NORI Areas in the CCZ, which is believed to be one of the world’s largest undeveloped nickel, copper, cobalt and manganese resources, and (ii) an indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets produced from Mesabi Metallics’ project on Minnesota’s historic Mesabi Iron Range. Together, these royalties provide investors exposure to both battery-grade base metals essential to electrification and energy storage and DR Grade iron ore essential to low-carbon EAF steelmaking and U.S. re-industrialization.

We hold our NORI Royalty on a potentially significant resource of polymetallic nodules (including cobalt, copper, manganese and nickel).

The Metals Company recently published the Area D Report, the world’s first deep-sea mining pre-feasibility study on the NORI Area D, including an estimate of probable mineral reserves and TMC has announced that it anticipates first production from the NORI Area D in the fourth quarter of 2027, subject to receipt of necessary permits.

In April 2025, The Metals Company, through its wholly owned subsidiary, TMC USA, submitted two exploration licenses and one commercial recovery permit to the NOAA under the DSHMRA for the exploration and commercial recovery of polymetallic nodules in (but not limited to) the area secured by our NORI Royalty Agreement. In August 2025, The Metals Company received notice of full compliance from the NOAA on its exploration applications. Both applications are now in the certification stage of the process. Following certification, an environmental impact statement will be finalized prior to the issuance of exploration licenses. The Metals Company must also receive the commercial recovery permit prior to commercial production, which it anticipates to commence in the fourth quarter of 2027.

In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application to NOAA pursuant to the agency’s new consolidated application and review process, covering an exploration and commercial recovery area of approximately 65,000 km² in the CCZ (compared to a commercial recovery area of approximately 25,000 km² in the April 2025 commercial recovery permit application) and encompassing the NORI Area D. In March 2026, NOAA determined that the consolidated application was in substantial compliance with the requirements of DSHMRA and its implementing regulations, and on May 1, 2026, NOAA determined that the consolidated application was in full compliance with those requirements and accordingly moved the consolidated application into the certification stage of the NOAA review process. TMC has publicly indicated that, following certification, NOAA’s review of the consolidated application is expected to involve publication in the Federal Register, the issuance of a draft environmental impact statement for public comment, finalization of the environmental impact statement and a final determination by NOAA on whether to issue the license and permit, and that TMC expects this process to conclude before the end of the first quarter of 2027. There can be no assurance that NOAA will issue an exploration license or commercial recovery permit to TMC USA, that any license or permit will be

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issued on the timeline TMC has publicly indicated, or that any license or permit issued will be on terms or for areas consistent with TMC USA’s applications

See “Business — Regulatory and Environmental Status” and “Business — NORI Property.”

Our Mesabi Royalty provides exposure to a substantially constructed domestic DR Grade iron ore pellet project.

Our Mesabi Royalty entitles us to (i) a base royalty rate of 1.00% of gross revenue from annual production of DR Grade Iron Ore Pellets from the Mesabi Property up to 8.5 MTPA, subject to a floor of $1.50 per MT, and (ii) an overage royalty of 0.25% of gross revenue (subject to a floor of $0.375 per MT) on annual production exceeding 8.5 MTPA, in each case until cumulative base royalty volumes reach 170 million MT, after which the base and overage rates step down to 0.25% and 0.0625%, respectively (with corresponding floor adjustments). Gross revenue is calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price. We also hold a time-limited option to acquire the Additional Purchased Royalty on substantially identical terms and rights of first offer in respect of the portion of the existing royalty retained by Ironclad.

Current U.S. policies support the emerging offshore metals industry and domestic critical mineral and steelmaking supply chains, creating opportunities for us and our partners.

The U.S. government has indicated policy support for both offshore critical minerals development and domestic critical mineral and steelmaking supply chains, which we believe will benefit operations on each of our royalty properties. We believe current U.S. policy developments will expedite future royalty revenue from each of the NORI Royalty and the Mesabi Royalty, as well as encourage third-party mining operations, which could create additional royalty opportunities for us. Recent policy support by the U.S. government validates the importance of domestic critical mineral and steelmaking supply chains — we believe it has the potential to enhance the long-term value of each of our royalty interests by potentially accelerating project timelines, improving permitting certainty for our operators and attracting capital to the sector.

On April 24, 2025, the President issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources” (the “Executive Order”), which directs federal agencies to streamline and expedite permitting for exploration, extraction and processing of seabed mineral resources, instructs the Departments of War and Energy to assess use of the National Defense Stockpile for nodule-derived minerals, and directs federal financing agencies to identify tools to support the industry. The executive order’s purpose is to advance the development of critical minerals in the U.S. offshore seabed and in areas beyond national jurisdiction, which include the area over which we hold the NORI Royalty. President Trump directed the Secretary of Commerce and Secretary of the Interior to develop processes and capabilities for expedited permitting for exploration, extraction and processing of seabed mineral resources. Prior to the 2025 executive order, President Trump, on July 22, 2019, issued a Presidential Determination under The Defense Production Act Title III to declare the domestic production capability for rare earth metals and alloys as essential to national defense. In addition, in March 2026, EXIM announced its support of up to $10 billion for the development of an iron ore mining and processing facility by Mesabi Metallics on Minnesota’s Mesabi Iron Range.

The U.S. Congress has likewise provided support for encouraging the critical minerals industry. In July 2025, the OBBBA was signed into law and introduced tax credits for the production of critical metals, allocated $7.5 billion to the Department of War for critical minerals projects and generally promotes the onshoring of industries directly or indirectly impacted by critical metals and minerals supply. In December 2024, the Fiscal Year 2025 National Defense Authorization Act was signed into law and called for the Department of War to conduct a feasibility study on developing domestic refining capacity for polymetallic nodules.

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Partnered with experienced operators with first-mover positioning in deep-sea mining and substantial constructed assets in domestic DR Grade pellet supply.

We offer investors exposure to the nascent offshore metals and minerals sector through our NORI Royalty on the NORI Property. The operator, TMC, is an early mover in the deep-sea mining sector and has invested a significant amount of financial and human capital over a decade in building what we believe is one of the most advanced deep-sea minerals platforms. We believe TMC’s expertise, along with the potential of the NORI Areas, provide a unique opportunity to develop and produce critical metals and minerals such as nickel, copper, cobalt and manganese.

The operator of the Mesabi Property, Mesabi Metallics, has substantially completed construction of a permitted DR Grade pellet facility on Minnesota’s Mesabi Iron Range, with construction reported at approximately 85.5% complete as of January 1, 2026 and targeted commencement of first production in the fourth quarter of 2026. Mesabi Metallics is part of the Essar Group of companies, which has previously built and operated three iron ore pellet plants of capacity comparable to the Mesabi Property.

Strong industry and capital relationships backed by an expert, committed management team.

Our management team has decades of combined experience building and operating businesses in the energy, mining and critical metals industries and has developed commercial relationships and networks across those sectors. We believe this experience will allow us to capitalize on opportunities arising from the current macroeconomic environment.

All of our executive officers are employed by us on a full-time basis and are expected to dedicate substantially all of their working time to their roles with the Company. However, certain of our executive officers and directors also hold officer and/or non-executive directorship positions, advisory positions and/or have significant shareholdings in other companies, including companies involved in natural resources investment, exploration, development, and such other companies that may compete with us for potential assets. See “Risk Factors — Certain of our directors and officers also serve as directors and officers of other companies in the mining and/or natural resources sectors, which may cause them to have conflicts of interest” in our most recent annual report on Form 20-F incorporated by reference herein.

Royalty and streaming business model minimizes operational risk.

Capital structure designed for alignment with shareholders.

Following the issuance of Common Shares in connection with the PIPE Financing and to Ironclad as partial consideration for the Mesabi Royalty, our management and directors, The Metals Company and other long-term shareholders continue to hold a substantial portion of our outstanding Common Shares, promoting a long-term focus on value creation and alignment of management’s and shareholders’ interests. The PIPE Financing included approximately $15,000,000 of subscriptions by our founders, directors and officers and certain of their affiliates.

Our Assets

Following the closing of our acquisition of the Mesabi Royalty in June 2026, our assets consist of two royalty interests: (i) a 2.0% gross overriding royalty on production of metals and minerals from the four separate Areas of the CCZ with a combined area of 74,830 km2, and (ii) an indexed gross production revenue

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royalty (with a revenue floor) on DR Grade Iron Ore Pellets produced from the Mesabi Property, a development-stage iron ore project operated by Mesabi Metallics in Itasca County, Minnesota. See “Business — NORI Royalty” and “Business — Mesabi Royalty.”

Our Strategy

Our strategy is to acquire and manage critical metals and mineral royalties, streams and other similar interests. The key pillars of our strategy include:

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Align with Tier-One Operators: Our NORI Royalty was granted by The Metals Company, a U.S. publicly listed company with a multi-billion dollar market capitalization with key strategic partnerships and technical collaborations, including with Allseas Group S.A., Korea Zinc Co. Ltd., and PAMCO. We believe The Metals Company is well-positioned to responsibly develop seabed resources. Our Mesabi Royalty covers a project operated by Mesabi Metallics, which is part of the Essar Group of companies. We intend to pursue opportunities to deploy capital in support of other operators we believe in and acquire additional royalty, streaming and other interests from such activities.

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Capitalize on Scalable, Low-Overhead Royalty and Streaming Business Model: Our non-operator, royalty-focused business model allows shareholders to gain exposure to critical assets and projects without taking most of the capital risk of such assets and projects. This gives us the potential to generate shareholder value across multiple commodity cycles, with the expectation of higher margins, low corporate overhead, diversification, and lower risk profiles relative to mine operators.

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Leverage U.S. Policy Tailwinds: We expect to take advantage of current deglobalization and onshoring initiatives to prioritize U.S. domestic supply chains of critical minerals.

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Rely on our expert management team: We are managed by a team of mining, energy, and resource entrepreneurs with decades of combined experience in building and operating businesses and generating shareholder value. We will continue to rely on our experienced management team to source and execute on compelling royalty and other opportunities.

Regulatory and Environmental Status

NORI Property

While The Metals Company holds an exploration permit under the UNCLOS in respect of the NORI Areas, The Metals Company has now disclosed that it anticipates that any future commercial recovery activities will be conducted pursuant to a permit to be issued by NOAA under the DSHMRA, rather than under the UNCLOS.

In April 2025, The Metals Company, through TMC USA, applied for exploration licenses and commercial recovery permits under the DSHMRA in respect of areas of the CCZ that include, but are not limited to, the NORI Areas. The relevant applications are summarized below:

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Exploration License for the USA-A Area which covers 65,186 km2 in the CCZ;

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Exploration License for USA-B Area which covers 121,789 km2 in the CCZ; and

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Commercial Recovery Permit for USA-A which covers 25,160 km2 in the CCZ (NORI Area D).

The USA-A Area includes, but is not limited to, the area identified as NORI Area D. The USA-B Area includes, but is not limited to, the other NORI Areas. These applications are still under agency review and commencement of commercial recovery by TMC USA is subject to approval of these licenses and permit applications under DSHMRA.

To date, no commercial recovery permits for extracting minerals from the seafloor within the NORI Areas have been granted under DSHMRA.

Mesabi Property

Mining and mineral processing operations on the Mesabi Property are subject to extensive federal, state and local regulation in the United States, including under the Minnesota Environmental Policy Act, the Minnesota Environmental Rights Act, the Federal Clean Air Act, the Federal Clean Water Act, the Minnesota Environmental Quality Board environmental review process, and the Mine Safety and Health Administration’s health and safety regime.

Mesabi Metallics holds the principal federal and state environmental and operating permits required for DR Grade Iron Ore Pellet production, including (i) a Permit to Mine issued by the Minnesota Department of Natural Resources, authorizing the open-pit mining and waste storage operations; (ii) an Air Emissions Facility Permit issued by the Minnesota Pollution Control Agency (the “MPCA”), governing air emissions from the crusher, concentrator, indurating furnace and other emission sources; (iii) an NPDES/SDS Permit issued by the MPCA, governing wastewater and stormwater discharges; and (iv) Section 404 wetland permits issued by the U.S. Army Corps of Engineers and the Minnesota Department of Natural Resources, where applicable.

The current Air Emissions Facility Permit limits annual DR Grade Iron Ore Pellet production from the Mesabi Property to 7.00 million long tons until a permit amendment is obtained. Mesabi Metallics expects to obtain that amendment by the end of the third quarter of 2027. The mineral reserve estimate disclosed in this prospectus in respect of the Mesabi Property is supported in part by the operator’s continued ability to obtain and maintain the foregoing permits and approvals, including the air permit amendment described herein. See “Risk Factors — Annual production at the Mesabi Property is currently capped at 7.00 million long tons of DR Grade Iron Ore Pellets under the operator’s existing Air Emissions Facility Permit; the long-term production assumed in the Mesabi TRS — and, accordingly, a meaningful portion of the royalty revenue we expect to receive under the Mesabi Royalty — depends on the operator’s obtaining an amendment to that permit, which has not yet been obtained.”

Employees and Human Capital

We have a small team of investment professionals and administrative staff. We intend to supplement our internal capabilities with experienced technical, legal, and ESG consultants and advisors, enabling us to

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maintain a cost-efficient structure and minimal corporate overhead. We are committed to fostering a culture of integrity, innovation, and professional development.

Mineral Royalties and Metal Streams

A mineral royalty is a payment to a royalty holder that is typically based on a percentage of the minerals produced or the revenues or net profits generated from the underlying project. Royalties are typically for the life of a mine, or a contracted term or total delivered metal or mineral resources. Royalties are non-operating interests in the underlying project and therefore, the holder is generally not responsible for contributing additional funds for any purpose, including capital and operating costs. Royalties can be commodity specific or structured for multiple metals from the same property, and terms may vary by ore type, metallurgy or other factors.

The main types of revenue-based royalties can be summarized as follows:

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Gross revenue royalties or gross overriding royalties are based on the total revenue from the sale of production, with minimal or no deductions. Some agreements refer to gross proceeds, which are treated similarly to gross revenues. Our NORI Royalty is a gross overriding royalty on production of metals and minerals from the four NORI Areas of the CCZ.

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Indexed gross production revenue royalties (sometimes called “per-tonne” or “index-linked” royalties) are based on the volume of a defined product produced, applied at a percentage rate to a published commodity price index (typically with a contractual floor and, in some cases, ceiling). These royalties differ from traditional gross overriding royalties in that the royalty calculation is tied to a reference index price rather than the operator’s actual realized sale price. Our Mesabi Royalty is an indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets, calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price.

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NSR royalties are calculated on the value of metal production or the net proceeds received by the operator from a smelter or refinery. These payments typically allow for deductions such as transportation, insurance and smelting or refining charges as outlined in the royalty agreement. NSR royalties generally provide cash flow that is not impacted by operating or capital costs, and even a relatively small NSR percentage can deliver economic value comparable to a larger working interest in the same project.

In May 2026, the TMC USA exploration license for the USA-B Area was certified by the NOAA.

Metal streaming agreements differ from royalties. The holder makes an upfront payment and sometimes ongoing payments for a fixed portion of production, typically at a fixed price or spot linked percentage to market value.

Both royalties and metal streams are non-operating interests, meaning the holder has no obligation to fund operating or capital costs or assume environmental liabilities. These interests are generally established by contract with the property owner and, in many jurisdictions, can be registered against mineral title.

Our History and Development

On November 15, 2022, we completed an initial private financing by issuing 5,000,000 Common Shares for aggregate proceeds of CAD $50,000, including 2,375,000 Common Shares issued to Brian Paes-Braga, our current Chief Executive Officer and Chair of our board of directors, and 125,000 Common Shares issued to a holding company controlled by Brian T. O’Neill, another of our directors. We also approved the entry into indemnification agreements with our directors and officers.

On February 16, 2023, we completed a private financing by issuing 9,153,847 Common Shares at a price of $0.65 per Common Share for aggregate gross proceeds of $5,950,000, including 3,867,693 Common Shares issued to Mr. Paes-Braga, and 307,692 Common Shares issued to a holding company controlled by Mr. O’Neill.

On February 20, 2023, Mr. Paes-Braga was appointed as our Chair and Chief Executive Officer.

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On February 21, 2023, we entered into the NORI Royalty Agreement pursuant to which NORI created and issued to us a gross overriding royalty interest in the NORI Property. The NORI Royalty entitles us to receive 2% of the gross proceeds from the sale of Products derived from the NORI Property, subject to adjustment if NORI exercises its repurchase options. See “— NORI Royalty”.

Through a series of transactions (described below), including pursuant to the NORI Contribution Agreement and the TMC Subscription Agreement, the aggregate consideration paid by us for the NORI Royalty was $14,000,000.10, which purchase price was satisfied by us through the issuance of 13,846,154 of our Common Shares to TMC and $5,000,000 in cash.

On February 21, 2023, we entered into the NORI Contribution Agreement pursuant to which we acquired the NORI Royalty in consideration for the issuance of a promissory note with a principal amount of $14,000,000.10 (the “TMC Note”) and 5,000,000 contingent value rights (“CVRs”).

On February 21, 2023, we entered into the TMC Subscription Agreement pursuant to which we agreed, as repayment of the TMC Note in full, to issue 13,846,154 Common Shares at a price of $0.65 per share for an aggregate subscription price of $9,000,000.10, as well as repay in cash the remaining principal amount of $5,000,000 owed following such payment to, or as or directed by, TMC.

Also on February 21, 2023, and concurrently with the NORI Royalty Agreement, we entered into the MC Royalty Transactions:

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Brian Paes-Braga, our Chief Executive Officer and the Chair of our board of directors, agreed to assign to us a 1.4% gross production royalty related to NG Energy International Corp.’s Maria Conchita Block in consideration for the issuance of 10,338,462 Common Shares at a deemed price of $0.65 per share;

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Brian T. O’Neill, one of our directors, agreed to assign to us a 0.08125% gross production royalty related to the Maria Conchita Block in consideration for the issuance of 600,000 Common Shares at a deemed price of $0.65 per share;

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Lucas Cahill agreed to assign to us a 0.08125% gross production royalty related to the Maria Conchita Block in consideration for the issuance of 600,000 Common Shares at a deemed price of $0.65 per share;

In connection with the MC Royalty Transactions, we entered into assignment agreements with each of Mr. Paes-Braga, Mr. O’Neill and Mr. Cahill, pursuant to which we assumed all rights, benefits, payments and privileges of such person in respect of their respective royalty related to the Maria Conchita Block. Following completion of the MC Royalty Transactions we held a 1.5625% gross production royalty related to the Maria Conchita Block.

In connection with, and as a condition to, the consummation of the MC Royalty Transactions and the transactions contemplated by the NORI Royalty Agreement, the NORI Contribution Agreement and the TMC Subscription Agreement, we entered into an investor rights agreement (the “Investor Rights Agreement”) with TMC and Mr. Paes-Braga to govern certain of the parties’ rights, duties and obligations. See “Certain Relationships and Related Party Transactions — Investor Rights Agreement”.

On February 21, 2023, Gerard Barron, the Chief Executive Officer of TMC, was appointed as one of our directors. Kyle Hickey was appointed as our President and Don Sewell was appointed as our Chief Financial Officer.

On February 21, 2023, we granted 3,950,000 options under the Legacy Option Plan to directors, officers and advisors of the Company, with each option having an exercise price equal to $0.65.

On March 21, 2023, we entered into a contribution and subscription agreement with Landsons Investment Corporation, pursuant to which Landsons Investment Corporation agreed to assign to us a 1.5625% gross production royalty related to the Maria Conchita Block and a 1.44% gross production royalty relating to NG Energy International Corp.’s SN-9 Block in consideration for the issuance of 3,500,000 Common Shares at a deemed price of $1.50 per share. In connection with the Landsons Transactions we entered into assignment agreements with Landsons Investment Corporation pursuant to which we assumed

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all rights, benefits, payments and privileges of Landsons’ royalty related to the Maria Conchita Block and SN-9 Block. Following completion of the Landsons Transactions we held a 3.125% gross production royalty related to the Maria Conchita Block and 1.44% royalty related to the SN-9 Block. Each of TMC and Mr. Paes-Braga waived their anti-dilution rights under the Investor Rights Agreement in connection with the Landsons Transactions.

On February 27, 2025, our shareholders approved by unanimous written resolution one or more distributions to our shareholders as a return of capital, in such amounts and times as may be determined at the discretion of our board of directors. On April 18, 2025, our board of directors authorized and approved a return of capital in the amount of $1,072,836.62 in respect of the issued and outstanding Common Shares, resulting in each holder of Common Shares receiving a return of capital equal to $0.025 per Common Share.

On July 10, 2025, NG Energy partially assigned their obligations with respect to our royalty on the SN-9 Block to an affiliate of Maurel & Prom.

On July 25, 2025, we entered into a subscription receipt agreement with Odyssey Trust Company, providing for the issuance of subscription receipts of the Company, with each subscription receipt being convertible, without further action or payment into Common Shares of the Company upon the satisfaction of the Release Conditions prior to March 31, 2026.

Also on July 25, 2025, and in accordance with the terms of the Subscription Receipt Agreement, we completed the first tranche of a non-brokered private placement and issued 2,768,300 subscription receipts at a price of $5.00 per subscription receipt for an aggregate gross proceeds of $13,841,500, to be held in escrow in accordance with the Subscription Receipt Agreement.

On August 18, 2025, we held a special general meeting of our shareholders (“SGM”) where our shareholder approved resolutions: (1) to fix the number of directors at five, (2) to approve the name change to “The Metals Royalty Company Inc.”, (3) to approve the Spin-Out and (4) to approve certain amendments to our Articles.

Following the SGM, we entered into the Contribution Agreement with our wholly owned subsidiary, 1554997 B.C. Ltd, to contribute our Oil and Gas Royalties to such subsidiary in anticipation of distributing the shares of such subsidiary to our existing shareholders as a return of capital. Following the Spin-Out, we had no interest in the Oil and Gas Royalties and our business will consist solely of the NORI Royalty.

On September 8, 2025, we issued 2,139,770 Common Shares at a price of $5.00 per share for aggregate gross proceeds of $10,698,850.

On September 8, 2025, and in accordance with the terms of the Subscription Receipt Agreement, we completed the second tranche of the non-brokered private placement and issued 299,100 subscription receipts at a price of $5.00 per subscription receipt for an aggregate gross proceeds of $1,495,500, to be held in escrow in accordance with the Subscription Receipt Agreement.

On September 11, 2025, we changed our name from Low Carbon Royalties Inc. to The Metals Royalty Company Inc.

On September 11, 2025, Kyle Hickey resigned as our President.

On September 11, 2025, Hamed Shahbazi and Jorge Fonseca were appointed as directors of the Company to fill vacancies on the board directors.

On October 31, 2025, and in accordance with the terms of the Subscription Receipt Agreement, we completed the third tranche of the non-brokered private placement and issued 67,081 subscription receipts at a price of $5.00 per subscription receipt for an aggregate gross proceeds of $335,405, to be held in escrow in accordance with the Subscription Receipt Agreement. In the event we do not meet the Release Conditions, the proceeds from the subscription receipts will be returned to the subscribers.

On November 10, 2025, we issued 430,000 Common Shares at a price of $5.00 per share for aggregate gross proceeds of $2,150,000.

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On November 10, 2025, our board of directors approved the 2025 Plan and granted the following awards: 891,750 RSUs, 659,250 PSUs and 861,250 options.

On November 28, 2025, Don Sewell was appointed as President of the Company.

On December 1, 2025, we granted an award of 18,000 RSUs and 11,000 options under the 2025 Plan.

On December 5, 2025, we issued 2,000,000 Common Shares at a price of $5.00 per share for aggregate gross proceeds of $10,000,000.

On December 17, 2025 we entered into an amendment to the Subscription Receipt Agreement to extend the deadline for the Release Conditions to March 31, 2026.

On December 18, 2025 we issued 3,443,399 Common Shares upon the exercise of options under the Legacy Option Plan. The Legacy Option Plan is now terminated, and no options are outstanding under such plan.

On December 18, 2025 we completed the Spin-Out.

On February 12, 2026, our board of directors authorized and approved a grant of 1,000,000 Unrestricted Stock Awards.

On March 3, 2026, the Compensation Committee of our board of directors, approved, subject to shareholder approval, the CEO Performance Plan and the grant of 3,000,000 PRSUs under the CEO Performance Plan to our Chief Executive Officer. On March 19, 2026, the shareholders approved the CEO Performance Plan.

On March 23, 2026, we met the Release Conditions. As a result, 3,134,481 subscription receipts were automatically exchanged into Common Shares, no subscription receipts remain outstanding and the gross proceeds, from the sale of the subscription receipts, plus interest, were released to the Company.

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

On May 6, 2026, we entered into the Royalty Purchase Agreement with Ironclad and Mesabi Investments (USA) LLC pursuant to which TMCR USA Operations Inc., our indirect wholly-owned subsidiary, agreed to acquire from Ironclad the Mesabi Royalty for aggregate consideration of $132,500,000, consisting of $125,000,000 in cash and Common Shares with an aggregate value of $7,500,000, and was granted (i) an option to acquire the Additional Purchased Royalty on substantially identical terms and (ii) rights of first offer in respect of the portion of the existing royalty retained by Ironclad. In connection with our entry into the Royalty Purchase Agreement, we entered into the PIPE Subscription Agreements with the PIPE investors in connection with the PIPE Financing and into a non-binding term sheet for the Loan Facilities, in each case to fund the cash portion of the consideration for the Mesabi Royalty.

On May 19, 2026, we issued 139,664 Common Shares in connection with the vesting of PSUs under the 2025 Plan.

On June 1, 2026, we entered into an amending agreement to the Royalty Purchase Agreement.

On June 1, 2026, we completed the closing of the acquisition of the Mesabi Royalty, the closing of the PIPE Financing and the entry into definitive documentation in respect of, and an initial drawdown under, the Loan Facilities. See “Prospectus Summary — Recent Developments.”

On June 1, 2026, Michael B. Hess was appointed as Director and Non-Executive Co-Chairman of the Company.

NORI Royalty

The NORI Royalty Agreement establishes the terms of the NORI Royalty pursuant to which NORI granted us a 2.0% gross overriding royalty interest on gross proceeds from the sale of Products by NORI or its affiliates, without deductions, as determined based on the terms and conditions of the NORI Royalty

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Agreement, including (i) gross proceeds received from non-affiliate purchasers of Products, (ii) insurance proceeds for Products lost or (iii) a market value calculation in respect of Products sold to affiliates. The property underlying our royalty interest is at the development stage and is not currently in production as of the date hereof.

Pursuant to the NORI Royalty Agreement, the parties agreed that the NORI Royalty is intended, to the maximum extent permitted under applicable law, to constitute an interest in the NORI Property and will run with the NORI Property and title to the NORI Property in perpetuity and continue to apply to the NORI Property and any successors or assigns, subject to the terms of the NORI Royalty Agreement.

To the maximum extent possible under applicable law, NORI will, upon our request, sign and deliver to us, and we may register or otherwise record (or require NORI to register or otherwise record) against the NORI Property, the NORI Royalty Agreement or notice thereof, and any other similar document or documents as we may request that will have the effect of giving notice of the existence of the NORI Royalty to third persons, and protecting our NORI Royalty and our right to receive the NORI Royalty.

If any renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any mineral right is granted as contemplated by the NORI Royalty Agreement, NORI agrees if permissible under law, to execute and deliver such document or documents as we may reasonably request to acknowledge that the NORI Royalty is applicable to the same, including any registration or recording document of any nature whatsoever.

Without limiting the generality of the foregoing, NORI agreed, to the maximum extent possible under UNCLOS and the regulations of the ISA, take all steps and actions necessary, including seeking consent of the ISA and any sponsoring state, to register the NORI Royalty as an encumbrance on any exploitation contract granted to NORI by the ISA, subject to the subordination provisions of the NORI Royalty Agreement in relation to project financing.

Pursuant to the NORI Royalty Agreement, NORI has an exclusive and irrevocable one-time right and option to purchase fifty percent (50%) of the NORI Royalty on or after the second anniversary following the date of the NORI Royalty Agreement, by making a payment (the “First Repurchase Payment”) to us in the amount that, when combined with the aggregate NORI Royalty payments received by us prior to the First Repurchase Payment is made, would provide us with an agreed rate of return. The First Repurchase Right expires on the seventh anniversary following the date of the NORI Royalty Agreement.

If the First Repurchase Right is exercised, and NORI is not in default of its payment obligations under the NORI Royalty, NORI has an exclusive and irrevocable one-time right and option to purchase an additional twenty-five percent (25%) of the original NORI Royalty on or after the fifth anniversary following the date of the NORI Royalty Agreement, by making a payment (the “Second Repurchase Payment”) to us in the amount that, when combined with the aggregate NORI Royalty payments received by us prior to the Second Repurchase Payment is made, would provide us with an agreed rate of return. The Second Repurchase Right expires on the tenth anniversary following the date of the NORI Royalty Agreement.

If both the First Repurchase Right and the Second Repurchase Right are exercised, the ongoing royalty rate will be reduced to 0.5%.

Royalty payments are due within 30 days after the end of each quarter in which the obligation accrues, based on the first sale of Product.

The NORI Royalty Agreement also grants us information rights, requiring NORI to provide us with a Royalty Statement at the time each NORI Royalty payment is made, which will include details on the quantity, type, and grade of metals and minerals extracted during that quarter and information about the quantity, type and grade of metals and minerals processed and sold during that same period.

We also have the right to audit NORI’s books and records related to royalty calculations, with specific procedures for resolving disputes and addressing deficiencies.

We may assign all or part of our royalty interest with notice to NORI. NORI may only assign its interest in the NORI Property if the assignees agree in writing to be bound by the NORI Royalty Agreement and failure to comply renders any such assignment void as to our royalty interest.

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Any future financing of NORI secured by the NORI Property requires the lender to acknowledge in writing the NORI Royalty and agree not to interfere with our rights, in which case we have agreed to subordinate our interest to such financing under specified conditions.

The NORI Royalty Agreement also contains indemnification provisions, under which NORI agrees to indemnify us for third-party claims arising from breaches of law, environmental conditions, or hazardous substances related NORI operations at the NORI Property.

TMC guaranteed and is jointly and severally liable for all obligations of NORI under the NORI Royalty Agreement, including NORI’s obligations to make royalty payments in respect of sales of Product by affiliates such as TMC USA and any indemnity given by NORI.

Mesabi Royalty

The Royalty Purchase Agreement, dated as of May 6, 2026, as amended on June 1, 2026, by and among the Company, TMCR USA Operations Inc., Ironclad and Mesabi Investments (USA) LLC, together with the conveyance of royalty interests delivered at closing (the “Mesabi Conveyance”), establishes the terms of the Mesabi Royalty pursuant to which TMCR USA Operations Inc. acquired from Ironclad an indexed gross production revenue royalty (with a revenue floor) on DR Grade Iron Ore Pellets produced from the Mesabi Property. Gross revenue for purposes of the Mesabi Royalty is calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price. The Mesabi Royalty is held by TMCR USA Operations Inc., our indirect wholly-owned subsidiary.

The Mesabi Conveyance provides that the Mesabi Royalty constitutes an interest in real property and that the covenants and obligations thereunder run with the land.

Royalty Rate Structure

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Base Royalty. A base royalty rate (the “Base Royalty Rate”) of 1.00% (of 8/8ths) of gross revenue from the annual produced amount of DR Grade Iron Ore Pellets from the Mesabi Property, subject to a floor of $1.50 per MT, applicable to a volume amount of up to but not exceeding 8.5 MTPA in any calendar year (the “Base Royalty Annual Volume”), until the Step Down Date (as defined below).

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Overage Royalty. Once annual production in any calendar year exceeds the Base Royalty Annual Volume of 8.5 MTPA, gross revenue from such overage is subject to a separate royalty of 0.25% (of 8/8ths), subject to a floor of $0.375 per MT, until the Step Down Date.

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Step Down. On the date that the cumulative produced volumes subject to the Base Royalty Rate equal 170 million MT (the “Step Down Date”), and for all production thereafter, (i) the Base Royalty Rate is reduced to 0.25% (of 8/8ths), subject to a floor of $0.375 per MT, and (ii) the overage royalty rate is reduced to 0.0625% (of 8/8ths), subject to a floor of $0.09375 per MT of overage.

Royalty payments are due within 20 days after the end of each calendar quarter.

Additional Purchased Royalty Option

Pursuant to the Royalty Purchase Agreement, we were granted an option to purchase the Additional Purchased Royalty, which would be a separate royalty interest on the Mesabi Property on terms substantially identical to the Mesabi Royalty. The aggregate purchase price for the Additional Purchased Royalty would be $132,500,000, consisting of (i) cash consideration of $125,000,000, less the remaining $10,000,000 of the Transaction Deposit, resulting in a net cash payment of $110,000,000, and (ii) the issuance of Common Shares with an aggregate value of $7,500,000.

Rights of First Offer and Other Provisions

We were also granted rights of first offer (the “ROFO”) in respect of the portion of Ironclad’s existing royalty on the Mesabi Property not acquired by us. Pursuant to the ROFO we are entitled to receive prior written notice of any proposed sale and an opportunity to deliver a non-binding indicative offer and negotiate in good faith for a specified period before such interests may be sold to a third party.

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The Royalty Purchase Agreement also grants us information rights, requiring Ironclad to provide us with a quarterly statement at the time each Mesabi Royalty payment is made, which will include details on the production volume, associated costs and a calculation of the proceeds payable during such calendar quarter.

We also have a right to request technical data, documents and reports relating to the Mesabi Property and access to the Mesabi Property.

The Royalty Purchase Agreement contains customary representations and warranties from the Company, Ironclad and Mesabi Investments (USA) LLC and customary covenants regarding the conduct of the parties’ respective businesses.

The Royalty Purchase Agreement also contains indemnification provisions, under which Ironclad agrees to indemnify us and our affiliates for losses arising from breaches of representations, warranties and covenants, certain tax matters and defects in title to the Mesabi Royalty.

Principal Markets; Revenue Breakdown

Our future revenues are expected to derive from (i) sales of nickel, cobalt, copper and manganese contained in the polymetallic nodules lifted from the NORI Property pursuant to the NORI Royalty Agreement, (ii) sales of DR Grade Iron Ore Pellets produced from the Mesabi Property pursuant to the Royalty Purchase Agreement and the Mesabi Conveyance, and (iii) sales of minerals by any future operators of projects over which we may in the future hold royalty or stream interests. The metals subject to the NORI Royalty are expected to support global EV and energy-storage supply chains, with pricing denominated in U.S. dollars and referenced to LME benchmarks. Sales of DR Grade Iron Ore Pellets subject to the Mesabi Royalty are expected to support domestic and international electric arc furnace steelmaking operations using direct-reduced iron as feedstock, with the Mesabi Royalty calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price.

Because we had no royalty inflows from the NORI Royalty since inception, historical revenue by product or geography is not presented for the NORI Royalty. Beginning with first production from the NORI Property, we expect revenue attribution from Products under the NORI Royalty Agreement to break down approximately as follows: 60% nickel, 25% cobalt, 10% copper and 5% manganese.

As of the date of this prospectus, we have not received any royalty revenue from the Mesabi Royalty, and the Mesabi Property has not commenced commercial production. The operator has publicly disclosed a target of commencing initial DR Grade Iron Ore Pellet production in the fourth quarter of 2026, with commercial production expected to be reached following an 8-to-12-month ramp-up period. Royalty revenue from the Mesabi Royalty will be substantially all attributable to sales of DR Grade Iron Ore Pellets produced from the Mesabi Property.

Market Overview and Strategic Context

The global transition to a low-carbon economy depends on secure, large-scale supplies of critical minerals. According to the IEA, demand for key metals such as nickel and cobalt is expected to increase significantly through 2040 as EVs, stationary storage systems and renewable energy infrastructure scale worldwide. These metals, together with copper and manganese, are core inputs to batteries, motors, power networks, wind turbines and solar balance-of-system components. At the same time, conventional terrestrial mining projects face mounting headwinds, including long and uncertain permitting timelines, elevated geopolitical risk, environmental constraints and increasing social resistance. In this context, polymetallic nodules on the seafloor offer a high-grade, potentially scalable and lower-impact alternative source of supply of critical minerals. We believe the NORI Property is positioned to meet a portion of this growing demand. Through the NORI Royalty, investors gain exposure to a large-scale, long-life and sustainability-aligned asset with the potential to deliver attractive returns as electrification accelerates given the growing demands for energy from multiple industries.

Additionally, the U.S. steel industry is undergoing a structural shift toward lower-carbon EAF steelmaking using direct-reduced iron, which requires DR Grade Iron Ore Pellets as the principal high-grade iron feedstock. DR Grade pellets are produced at a small number of operations globally, principally in Brazil and Sweden, with very limited domestic U.S. production.

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End-use markets and applications for nodule-derived metals

Industries that require the metals contained in polymetallic nodules represent potential market opportunities across infrastructure, energy storage and chemicals. In infrastructure, nickel, cobalt and manganese are used in steels, specialty alloys and turbines, and copper is used extensively in cables, wiring, transformers and electronics. In energy storage, nodules can yield battery cathode precursors in the form of nickel, manganese and cobalt sulphates, or intermediary nickel-copper-cobalt matte or alloys, and produce copper cathode for wiring and busbars. In chemicals, cobalt and manganese catalysts are used in refining and industrial processes and manganese sulphate has agricultural and industrial applications. While end-uses driven by the energy transition still represent a relatively small fraction of total consumption for these metals today, their relative use in EVs and other energy systems is expected to increase significantly over the next decades as technology mix, policy support and cost declines accelerate adoption.

METAL			TOP END USE SEGMENTS
Nickel			Stainless steel (66%), batteries (15%), non-ferrous (aerospace and defense) (8%), electroplating (5%), alloy steel (3%), foundry and castings (1%), other (2%)
Copper			Electrical infrastructure (30%), construction (24%), consumer appliances and goods (21%), transport (14%), industrial machinery (6%), other diverse uses (5%)
Cobalt			EV batteries (42%), portable device batteries (30%), superalloys (9%), hard metals (4%), pigments and ceramics (4%), catalysts (3%), magnets (2%), other (6%)
Manganese			Steel (96%), batteries (3%), agricultural products (1%)

Sources: Benchmark Mineral Intelligence Q4 2025 Forecasts (nickel, cobalt); Benchmark Mineral Intelligence February 2026 Forecast (copper); IGF Critical Mineral Insights (manganese).

Demand outlook and electrification drivers

End-use demand for these critical metals is accelerating due to electrification across transport, grids and industry. Global EVs sales reached roughly 17 million units in 2024, exceeding 20 percent of total sales, and global battery demand for EV and grid-scale storage surpassed 1 terawatt-hour in the same year. Renewable capacity additions reached about 700 gigawatts in 2024, led by solar PV, while grid investments — particularly in China — have been a major driver of copper consumption over the past two years. These dynamics underpin multi-decade growth in material intensity for copper, nickel, cobalt and manganese across vehicle platforms, grid expansion and industrial equipment.

Supply concentration and structural vulnerabilities

Supply concentration remains a defining feature of critical mineral markets, especially in refining. Across nickel, cobalt, and copper, the top three refining countries, China, Indonesia and Russia, increased their combined share to about 86 percent in 2024, up from 82 percent in 2020, while the top three mining countries, Indonesia, the Democratic Republic of the Congo and Chile, rose from 73 percent to 77 percent over the same period. China refined about 45 percent of global copper and nearly 78 percent of cobalt in 2024, while Indonesia supplied more than 60 percent of mined nickel and around 45 percent of refined nickel, with its role in mixed hydroxide precipitate, matte, and ferronickel continuing to expand. In 2025, the United States imported 100% of primary nickel, cobalt and manganese and 46% of primary copper, reflecting the structural import dependence of the U.S. economy for the metals contained in polymetallic nodules. The Democratic Republic of the Congo dominated cobalt mining, accounting for roughly 84 percent of global output. This concentration of supply poses a significant risk, as disruptions in any single country could trigger supply shocks in global commodity markets.

China concentration and United States policy response

Refining and processing of these critical minerals are concentrated in, or controlled by, China. China is the largest producer of refined manganese, cobalt and copper and, while it is the second-largest refiner of nickel, it exerts substantial influence over nickel processing in Indonesia, today’s leading nickel supplier. In 2025 and 2026, the United States announced a series of measures intended to counter concentration risk,

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including Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources,” issued on April 24, 2025, which directs the Commerce Secretary to implement an expedited permitting process under DSHMRA; America’s Maritime Action Plan published in early 2026, which further prioritizes domestic processing capabilities for seabed mineral resources; the inclusion in March 2026 of nickel on the U.S. Department of War’s list of thirteen minerals selected for targeted procurement efforts through the Defense Industrial Base Consortium; international critical mineral agreements; efforts to co-locate certain processing facilities on federal or military lands; and adjustments to tariffs on certain Chinese imports. The policy objective across the United States, the European Union, Canada and Australia is to reduce import dependence and support domestic and allied-country capacity in mining, refining, recycling and advanced manufacturing. These policy efforts are occurring alongside a broader upscaling of battery and EV manufacturing, with announced U.S.-cell capacity exceeding 1.2 terawatt-hours by 2030 and European initiatives under the European Critical Raw Materials Act (the “EU Critical Raw Materials Act”) designating dozens of strategic projects to streamline permitting and access to finance, while retaining black mass to support a regional recycling industry.

Battery-grade nickel versus ferronickel and nickel pig iron

Distinctions within nickel supply are increasingly important for battery markets. Indonesia’s expansion has been led by ferronickel and nickel pig iron that primarily serve stainless steel. Battery-grade nickel requires nickel sulphate produced via intermediate matte or mixed hydroxide precipitate (MHP)/mixed sulphide precipitate (MSP) conversion and subsequent chemical processing. China remains the largest supplier of nickel chemicals, accounting for a majority of global sulphate output, although Indonesia is scaling its chemicals significantly from a small base as part of a broader industrial policy to capture more value chain steps. Once in production, initially NORI-D and later the greater NORI Property is expected to supply battery-grade nickel sulphate to downstream markets including cell-battery plants.

The case for polymetallic nodules and the NORI Property

Given the wide range of environmental and social impacts associated with conventional land-based mining, we believe it is important to ensure that large volumes of critical metals and minerals are sourced with the lowest environmental, social and economic impacts possible. Polymetallic nodules contain nickel, copper, cobalt and manganese that can be processed into battery-relevant intermediates — such as nickel, manganese and cobalt sulphates, or into intermediate matte or alloy blends — and into copper cathode and alloys for grid and industrial uses. As high-grade terrestrial ore remains limited and global demand increases, a continued reliance on land ores alone would likely expand environmental and social footprints, elevate the risk of supply shortages and increase price volatility. We believe that three of the four metals in polymetallic nodules — nickel, copper and cobalt — are critical in leading economies because they are essential to economic welfare and face supply chain vulnerabilities, and manganese is foundational to steelmaking and a range of industrial applications. We believe the NORI Property offers a potential alternative source that can contribute to supply diversification and resilience, subject to permitting, technical performance and market conditions.

Presentation of IEA charts and scenarios

The charts below published by the IEA show increasing global demand by end-use application for nickel, copper, and cobalt, under the scenario that net zero emissions is achieved by 2050. The IEA provides global demand projections for 37 critical minerals needed for clean energy transitions across various target and technology scenarios. A 2024 study by the IEA shows that the production of energy transition minerals could increase by 2040 to meet the growing demand for low-carbon energy technologies required to keep global warming at 1.5°C with deficits in mined supply emerging for nickel, copper and cobalt before 2030.

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IEA Nickel Supply & Demand Outlook