Metals Royalty Co Inc. group investors led by John B. Hess reported beneficial ownership of 3,000,000 Shares, representing 5.45% of the outstanding Common Shares. The filing breaks ownership across entities: JMH Ventures LLC (2,000,000 shares, 3.63%), HPI (1,000,000 shares, 1.82%), and Hess GP LLC (1,000,000 shares, 1.82%).
The percent calculations were based on 55,061,113 Shares issued and outstanding as disclosed in a post-effective Amendment No. 1 to the issuer's Form F-1 filed March 27, 2026. The filing states the reported shares are held directly by the named entities and describes voting and dispositive powers for each reporting person.
Positive
None.
Negative
None.
Insights
Hess-affiliated entities disclose a combined 3,000,000-share position (5.45%).
The filing lists direct holdings by the entities: JMH Ventures LLC holds 2,000,000 shares with shared voting/dispositive power, while HPI and Hess GP LLC each hold 1,000,000. March 27, 2026 outstanding share count of 55,061,113 is the basis for the percentages.
This schedule is a disclosure of beneficial ownership under Section 13 and does not by itself change control. Future amendments or transactions would update holdings; subsequent filings will show any changes in voting/dispositive arrangements or percentage ownership.
Key Figures
Total reported holdings (Hess group):3,000,000 sharesJMH Ventures LLC holdings:2,000,000 sharesHPI holdings:1,000,000 shares+3 more
6 metrics
Total reported holdings (Hess group)3,000,000 sharescombined holdings across reporting persons
JMH Ventures LLC holdings2,000,000 sharesreported on cover page; shared voting/dispositive power
HPI holdings1,000,000 sharesreported on cover page; shared voting/dispositive power
Hess GP LLC holdings1,000,000 sharesreported on cover page; as general partner of HPI
Percent of class (John B. Hess group)5.45%based on 55,061,113 Shares outstanding
Shares outstanding used for calculation55,061,113 sharespost-effective Amendment No. 1 to Form F-1 (March 27, 2026)
Key Terms
Beneficial owner, Shared Dispositive Power, Schedule 13G, post-effective Amendment No. 1 to Form F-1
4 terms
Beneficial ownerregulatory
"The Shares reported hereby for JMHV are held directly by JMHV; Hess GP may be deemed a beneficial owner"
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"
Schedule 13Gregulatory
"This is filed by the persons listed below... the "Reporting Persons.""
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.
post-effective Amendment No. 1 to Form F-1regulatory
"as disclosed by the Issuer in post-effective Amendment No. 1 to the Issuer's registration statement on Form F-1"
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; and
(iv) 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.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o HFO Holdings LLC, 1185 Avenue of the Americas, 40th Floor, New York, NY 10036.
(c)
Citizenship:
The citizenship of each of JMHV, HPI, and Hess GP is set forth above. Mr. Hess 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. 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.
(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 55,061,113 Shares issued and outstanding, as disclosed by the Issuer in post-effective Amendment No. 1 to the Issuer's registration statement on Form F-1 (Registration No. 333-293837) filed with the Securities and Exchange Commission on March 27, 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(d). The Reporting Persons neither disclaim nor affirm the existence of a group among them. 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:
Not Applicable
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:
05/14/2026
HPI LP
Signature:
/s/ John B. Hess
Name/Title:
John B. Hess, Co-Manager of its General Partner
Date:
05/14/2026
Hess GP LLC
Signature:
/s/ John B. Hess
Name/Title:
John B. Hess, Co-Manager
Date:
05/14/2026
HESS JOHN B
Signature:
/s/ John B. Hess
Name/Title:
HESS JOHN B
Date:
05/14/2026
Exhibit Information
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
