Metals Royalty Co Inc. reports beneficial ownership disclosures from a Hess-related group. The group’s filings show individual and affiliated holdings including 3,000,000 shares (4.90%) held by John B. Hess and other reported positions calculated on 61,225,254 Shares issued and outstanding as adjusted for a 6,164,141 share PIPE issuance.
Positive
None.
Negative
None.
Insights
Filing documents a passive reporting group with concentrated, disclosed holdings.
The filing lists ownership by JMH Ventures LLC, HPI, Hess GP LLC, The JBH Investment Trust and related individuals, with specific share counts and percentage stakes calculated on as adjusted for a PIPE issuance. The filing is a Schedule 13G submission under Section 240.13d-1(c).
This disclosure clarifies voting and dispositive relationships among the reporting persons; cash‑flow treatment and transaction intent are not stated in the excerpt. Subsequent filings would state any changes in ownership or voting arrangements.
Key Figures
Shares outstanding:61,225,254 sharesPIPE issuance:6,164,141 sharesJohn B. Hess holdings:3,000,000 shares+4 more
7 metrics
Shares outstanding61,225,254 sharesissued and outstanding, calculated after PIPE adjustment
PIPE issuance6,164,141 sharesshare issuance referenced in the filing
John B. Hess holdings3,000,000 sharesbeneficial ownership reported for HESS JOHN B
JMH Ventures LLC holdings2,000,000 sharesreported direct holdings by JMHV
HPI holdings1,000,000 sharesreported direct holdings by HPI LP
JBH Investment Trust holdings384,616 sharesreported direct holdings by JBHIT
Kelly J. Engel holdings1,384,616 sharesbeneficial ownership reported for Kelly J. Engel
"Each Reporting Person is a beneficial owner only of the securities reported"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 2,000,000.00"
Section 13(g)(3)regulatory
"may be deemed members of a group, within the meaning of Section 13(g)(3)"
Schedule 13Gregulatory
"The Reporting Persons are filing this pursuant to Section 240.13d-1(c)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
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This Schedule 13G is filed by the persons listed below, all of which together are referred to herein as the "Reporting Persons."
(i) JMH Ventures LLC, a Delaware limited liability company ("JMHV"), with respect to the Shares held by it;
(ii) HPI LP, a Delaware limited partnership ("HPI"), with respect to the Shares held by it;
(iii) Hess GP LLC, a Delaware limited liability company ("Hess GP"), which is the general partner of HPI, with respect to the Shares held by HPI;
(iv) The JBH Investment Trust, a trust created under the laws of New York ("JBHIT"), with respect to the Shares held by it;
(v) John B. Hess, an individual ("Mr. Hess"), who is the sole manager of JMHV and the co-manager of Hess GP, with respect to the Shares held by each of JMHV and HPI;
(vi) Kelly J. Engel, an individual ("Ms. Engel"), who is the co-manager of Hess GP and the co-trustee of JBHIT, with respect to the Shares held by each of HPI and JBHIT; and
(vii) James I. Black III, an individual ("Mr. Black"), who is the co-trustee of JBHIT, with respect to the Shares held by JBHIT.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons other than Mr. Black is c/o HFO Holdings LLC, 1185 Avenue of the Americas, 40th Floor, New York, NY 10036. The address of the principal business office of Mr. Black is c/o Sullivan & Cromwell LLP, 125 Broad Street, New York, NY 10004.
(c)
Citizenship:
The citizenship of each of JMHV, HPI, Hess GP and JBHIT is set forth above. Each of Mr. Hess, Ms. Engel and Mr. Black is a citizen of the United States.
(d)
Title of class of securities:
Common Shares, without par value (the "Shares")
(e)
CUSIP Number(s):
02462A104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for JMHV are held directly by JMHV. The Shares reported hereby for HPI are held directly by HPI. The Shares reported hereby for JBHIT are held directly by JBHIT. Hess GP, as the general partner of HPI, may be deemed a beneficial owner of such Shares held by HPI. Mr. Hess, as the sole manager of JMHV and the co-manager of Hess GP, in each case with voting and dispositive power, may be deemed a beneficial owner of the Shares held by each of JMHV and HPI. Ms. Engel, as the co-manager of Hess GP and the co-trustee of JBHIT, may be deemed a beneficial owner of such Shares held by each of HPI and JBHIT. Mr. Black, as the co-trustee of JBHIT, may be deemed a beneficial owner of such Shares held by JBHIT.
(b)
Percent of class:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
The percentage of the class beneficially owned by each of the Reporting Persons was calculated based on 61,225,254 Shares issued and outstanding, as adjusted and approximated for the issuance of 6,164,141 Shares (as provided by the Issuer) in the PIPE Financing (as defined and reported in the press release attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on June 1, 2026).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons may be deemed members of a group, within the meaning of Section 13(g)(3) of and Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, with respect to the Shares. The Reporting Persons neither disclaim nor affirm the existence of such a group. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
JMH Ventures LLC
Signature:
/s/ John B. Hess
Name/Title:
John B. Hess, Manager
Date:
06/05/2026
HPI LP
Signature:
/s/ John B. Hess
Name/Title:
John B. Hess, Co-Manager of its General Partner
Date:
06/05/2026
Signature:
/s/ Kelly J. Engel
Name/Title:
Kelly J. Engel, Co-Manager of its General Partner
Date:
06/05/2026
Hess GP LLC
Signature:
/s/ John B. Hess
Name/Title:
John B. Hess, Co-Manager
Date:
06/05/2026
Signature:
/s/ Kelly J. Engel
Name/Title:
Kelly J. Engel, Co-Manager
Date:
06/05/2026
The JBH Investment Trust
Signature:
/s/ Kelly J. Engel
Name/Title:
Co-Trustee
Date:
06/05/2026
Signature:
/s/ James I. Black III
Name/Title:
Co-Trustee
Date:
06/05/2026
HESS JOHN B
Signature:
/s/ John B. Hess
Name/Title:
HESS JOHN B
Date:
06/05/2026
Kelly J. Engel
Signature:
/s/ Kelly J. Engel
Name/Title:
Kelly J. Engel
Date:
06/05/2026
James I. Black III
Signature:
/s/ James I. Black III
Name/Title:
James I. Black III
Date:
06/05/2026
Exhibit Information
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
What stake does John B. Hess report in Metals Royalty Co (TMCR)?
John B. Hess is reported as beneficially owning 3,000,000 shares, equal to 4.90% of the class, based on 61,225,254 Shares issued and outstanding as adjusted for the referenced PIPE issuance.
How many shares does JMH Ventures LLC report owning in TMCR?
JMH Ventures LLC reports beneficial ownership of 2,000,000 shares, representing 3.27% of the class, as shown on the cover rows incorporated into Item 4 of the filing.
What outstanding share count is the percentage ownership based on?
Percentages in the filing were calculated using 61,225,254 Shares issued and outstanding, adjusted for an issuance of 6,164,141 Shares referenced as part of a PIPE financing.
Which entities filed together as the Reporting Persons?
The filing lists JMH Ventures LLC, HPI LP, Hess GP LLC, The JBH Investment Trust and individuals John B. Hess, Kelly J. Engel, and James I. Black III as the Reporting Persons filing jointly.
Does the filing state whether the group is acting as a coordinated group?
The Reporting Persons state they "may be deemed members of a group" under Section 13(g)(3) and neither disclaim nor affirm the existence of such a group; each person is listed as beneficial owner only of the securities reported on its cover page.
