SEC Form POS AM filed by The Metals Royalty Company Inc.

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)

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:

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. ☐

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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.

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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.

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

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.

 

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.

 

 

TABLE OF CONTENTS

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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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;

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

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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.

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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.

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.

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.

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.

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.

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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 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.

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.

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.

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:

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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;

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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;

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

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

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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;

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

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

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our business and future activities;

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

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goals, strategies and future growth;

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

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estimates of mineral resources and reserves;

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

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

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

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projected mining and process recovery rates;

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assumptions as to geotechnical requirements for collector on the seabed;

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

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

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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:

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2025 International Energy Agency Critical Minerals Outlook;

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2024 International Energy Agency Critical Minerals Outlook;

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2024 U.S. Geological Survey Commodity Summaries;

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

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Benchmark Minerals Intelligence Forecasts.

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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:

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on an actual basis; and

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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.

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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.

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(1)

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

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

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

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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.

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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

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 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

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1.

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

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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.

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2.

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

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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.

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.

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 Exchange Act.

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.”

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3.

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

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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.

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4.

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.

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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.

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.

 

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5.

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

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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.

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6.

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

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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.

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7.

Royalty and streaming business model minimizes operational risk.

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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.

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8.

Capital structure designed for alignment with shareholders.

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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.

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 interests.

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.

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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.

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).

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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.

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 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

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.

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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;

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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.

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

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

Global Nickel Demand Outlook by Sector and Region

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

 

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IEA Copper Supply & Demand Outlook

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

Global Copper Demand Outlook by Sector and Region

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

 

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IEA Cobalt Supply & Demand Outlook

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

Global Cobalt Demand Outlook by Sector and Region in the Stated Policies Scenario (STEPS)

Source: International Energy Agency Global Critical Minerals Outlook 2025 (May 21, 2025)

Policy environment and investment geography

Although policy settings in major consuming markets continue to evolve, large-scale investment commitments in batteries and EVs remain in place across multiple regions, and permitting and financing

 

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programs are expanding to support upstream and midstream capacity. In the United States, 2025 executive actions aim to accelerate critical-minerals permitting and project development and complement manufacturing incentives that have anchored significant announced cell capacity this decade. In Europe, the EU Critical Raw Materials Act is intended to shorten timelines and improve bankability for strategic projects while building a regional recycling ecosystem. Canada and Australia have deployed financing programs to de-risk mineral and processing projects, and, in Western Australia, temporary royalty relief has been extended to support nickel producers during the price downturn. In China, dominance across refining, cell manufacturing and recycling is expanding, and new traceability regimes for rare earth elements are being implemented alongside export controls and licensing mechanisms that affect market access and supply assurance for overseas buyers.

Legislative and policy disclosures related to the “One Big Beautiful Bill” and Critical Metals

The OBBBA, enacted in July 2025, allocates approximately $9.5 billion to bolster U.S. critical mineral supply chains, including $7.5 billion for the Department of Defense and additional funding through energy and defense programs. The law introduces strict “Prohibited Foreign Entity” rules that restrict eligibility for federal incentives if companies have ties to certain countries, and it accelerates the phase-out of key clean energy tax credits, including the repeal of the EV credit under Section 30D after September 2025. These measures signal a strategic pivot toward defense-oriented mineral security and domestic processing capacity, aiming to reduce geopolitical risk and strengthen supply chain resilience.

Defense authorities reinforce these initiatives with The Defense Production Act Title III authorizing funding for critical mineral supply chains, and the Fiscal Year 2025 National Defense Authorization Act directing a feasibility study on domestic refining of deep-sea nodule-derived intermediates. Legislative interest in seafloor resources is further reflected in the introduction of the Responsible Use of Seafloor Resources Act, which, although not enacted, signals policy momentum toward alternative feedstocks. Internationally, the EU Critical Raw Materials Act and U.S. critical mineral agreements with allies such as Japan aim to diversify supply and reduce dependence on high-risk jurisdictions.

These programs create opportunities for projects aligned with electrification and grid modernization megatrends, but participation is subject to evolving rules, competitive allocations and compliance obligations, including prevailing wage, domestic content and foreign entity restrictions. There is no assurance that any project will qualify for or realize anticipated benefits, and interpretations of eligibility — particularly for nodule-derived intermediates — remain uncertain pending further guidance. We will continue to monitor developments in U.S. and allied policy frameworks and adjust our strategy accordingly.

Critical Metals and Global EV Market

Battery chemistries that require metals contained in polymetallic nodules, nickel, cobalt and manganese, which are found in the NORI Property, deliver high energy densities and are typically deployed in EVs requiring long range (e.g., luxury and upmarket passenger cars) and power (trucks). In 2024, these battery chemistries represented only a small portion of the overall use of nickel (~16% of nickel demand) and manganese (<1% of manganese demand). In addition, while 2024 saw an uptick in iron-based cathodes (“LFP”) used in entry-level EVs, production and use of LFP for EVs are concentrated in China. With continued production by Korean, Japanese and European lithium-ion battery producers, nickel-based cathodes are forecasted to retain approximately 50% of overall market share in addition to capturing 85% of cell production capacity outside of China by 2030, with production increasingly pivoting towards high-nickel content longer term. Nickel prices remained pressured for much of 2025 as oversupply from Indonesia and China continued, but rose materially in the fourth quarter of 2025 following a tightening of Indonesian mining quotas. Cobalt prices rallied in 2025 driven by export restrictions in the Democratic Republic of the Congo, and copper prices surged in 2025 due to disruptions in mined supply, increased demand and stagnant mine supply. Manganese prices, after spiking in early 2025 due to reduced supply from Australia, softened through the remainder of the year. According to a leading U.S. consulting firm, the global battery market is expected to reach approximately 4.2 terawatt-hours in 2030 and 6.8 terawatt-hours by 2035, with more than 85% of demand driven by lithium-ion batteries, with battery applications expected to drive significant growth in nickel and cobalt demand.

 

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Environmental Opportunity

All nickel, copper, cobalt and manganese today are produced from land ores or recycled metal stock. We believe existing metal stocks available for recycling are insufficient to meet current demand. Even with high end-of-life product recycling rates, most of the new demand over the coming decades will have to be met by new mining. We believe the land-based mining sector is fundamentally challenged: ore grades are falling, production is moving to some of the more biodiverse and conflict-prone regions in the world, accessing ore bodies often requires a complete removal of ecosystems situated on and above such orebodies, and removing, breaking or tunneling through significant tonnage of waste rock. Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored and maintained indefinitely, a real challenge on seismically active and wet tropical islands in countries like Indonesia that accounts for most of the growth in nickel supply.

As a result of a vigorous campaign by several non-governmental organizations, some participants in the EV supply chain have called for a general moratorium on all forms of deep-seabed mining until there is more knowledge about marine impacts of nodule collection operations. While TMC’s Environmental and Social Impact Assessment (“ESIA”) and Cultural Heritage Impact Assessment (“CHIA”) for offshore nodule collection segment of the NORI Area D project is still ongoing, based on already completed research into lifecycle impacts of critical metal production specifically from deep-sea polymetallic nodules, TMC identified how nodules can potentially provide an opportunity to significantly compress most lifecycle ESG impacts associated with conventional metal production from land ores.

To quantify environmental footprints of metal production from nodules as compared to conventional land ores, TMC commissioned several lifecycle assessments (“LCAs”) looking at the cradle-to-gate impacts of producing nickel, copper, cobalt and manganese products from polymetallic nodules and how it compares to land-based routes. An LCA white paper examining a comprehensive set of impacts was commissioned by TMC and co-authored by certain TMC executive officers in 2018 and reviewed by subject matter specialists and published on TMC’s website in April 2020; an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020; an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on TMC’s NORI Area D project was conducted by Benchmark Minerals Intelligence (“Benchmark”) and released in March 2023. Based on these LCA assessments that TMC commissioned, we believe that TMC is positioned to become one of the lowest ESG footprint metal companies in the industry. The March 2023 LCA by Benchmark shows that the

 

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NORI Area D project model performed better in each impact category analyzed than all the land-based processing routes chosen for comparison, except for the global warming potential and water consumption of producing cobalt sulfate, in which one land-based route performed better. While most of these reductions are attributable to the unique characteristics of the polymetallic nodule resource as described above, the elimination of solid processing waste streams onshore is due to TMC’s investment in a near-zero-waste flowsheet design and part of the low carbon emissions are due to TMC’s strong preference to locate onshore processing facilities in places with access to low-carbon power.

Mesabi Project and DR Grade Iron Ore Market Context

The Mesabi Property is designed to produce DR Grade Iron Ore Pellets, which are high-purity iron ore pellets (typically containing approximately 67.5% iron content or greater, with correspondingly low levels of silica, alumina and other gangue elements) suitable as feedstock for direct-reduced iron processes. Direct-reduced iron is increasingly used as feedstock in EAF steelmaking, which is significantly less carbon-intensive than traditional blast-furnace steelmaking and is the dominant growth segment of the U.S. steel industry. The U.S. steel industry is currently the second-largest steel producer globally and is significantly more EAF-weighted than the global industry average, with EAF production representing approximately 70% of total U.S. crude steel output.

Global DR Pellet Supply and U.S. Market Position

Global DR Grade Iron Ore Pellet supply has historically been concentrated in a small number of producers, principally in Brazil and Sweden. U.S. operating capacity for DR Grade Iron Ore Pellets specifically is limited, and U.S. supplies of DR Grade Iron Ore Pellets to support EAF steelmaking have historically depended on imports. Upon commencement of commercial production, the Mesabi Project is expected to be the sole merchant supplier of DR Grade Iron Ore Pellets in the United States, with limited risks of new entries due to the limited number of ore bodies globally that are capable of economically producing DR Grade pellets. There can be no assurance, however, that the Mesabi Project will retain such positioning if new entrants are developed.

Mesabi Iron Range and Domestic Steel Supply Chain

The Mesabi Iron Range is a series of iron ore deposits extending approximately 120 miles from Grand Rapids to Babbitt, Minnesota, and is the largest historical iron ore producing district in the United States. The Mesabi Iron Range has supported domestic iron ore production for more than a century and benefits from established infrastructure including rail, ports and processing facilities. The Mesabi Property is located approximately 15 miles west of Hibbing, Minnesota, and approximately 106 miles by road from the port of Duluth, Minnesota, the principal Great Lakes port serving the U.S. iron ore industry, with access provided by U.S. Highway 169, the Canadian National rail line and the BNSF rail line. We believe the Mesabi Property’s location on the Mesabi Iron Range provides significant logistical and cost advantages relative to greenfield iron ore projects.

Operator Project Financing and Stakeholder Support

Based on publicly available disclosures, the operator has secured significant project-level financing and stakeholder support to advance the Mesabi Property toward commercial production. 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. Separately, the operator has publicly disclosed the closing of a $520 million senior secured project financing facility with Breakwall Capital to advance the project toward commercial operations, and Mesabi Metallics has publicly indicated that the project is expected to support the creation of up to approximately 350 new direct jobs. The foregoing project-level financings and stakeholder commitments benefit our royalty interest only indirectly, by supporting the operator’s ability to commence and sustain commercial production; we are not a party to, and have no direct rights in respect of, any such financing or support arrangement.

 

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Summary Disclosure of our Material Properties

The following summary disclosure is provided pursuant to Item 1303(b) of Regulation S-K. Our material mining properties for purposes of S-K 1300 are the NORI Royalty over the NORI Property and the Mesabi Royalty over the Mesabi Property. As described under “Cautionary Note Regarding Mineral Reserve and Resource Estimates,” mineral resource and mineral reserve estimates are presented in this prospectus only for the Mesabi Property, supported by the Mesabi TRS prepared by DRA. We continue to rely on the accommodation under Items 1303(a)(3) and 1304(a)(2) of Regulation S-K with respect to the NORI Royalty.

The following table summarizes information regarding our material royalty interests as of the date of this prospectus:

Aggregate Production

Neither the NORI Property nor the Mesabi Property has commenced commercial production, and we have not received any royalty income from either property since inception. Accordingly, there is no aggregate production to report for any of the three most recently completed fiscal years. The operator of the Mesabi Property has publicly indicated that it targets first DR Grade Iron Ore Pellet production in the fourth quarter of 2026, and the operator of the NORI Property has publicly disclosed a targeted commencement of commercial recovery in the fourth quarter of 2027, in each case subject to obtaining permits and approvals and to customary commissioning, ramp-up and operational risks. There can be no assurance that either targeted commencement date will be achieved.

Summary Mineral Resources

The following table summarizes the mineral resource estimate (exclusive of mineral reserves) for the Mesabi Property, with an effective date of January 14, 2026, prepared by Dr. Schadrac Ibrango, P.Geo., Ph.D., MBA, of DRA. Additional information, including notes and material assumptions, is set forth in Appendix C and in the Mesabi TRS, which is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part.

 

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​

(1)

Million long tons.

​

​

(2)

Dry weight recovery (referred to in the Mesabi TRS as “DRIWREC”).

​

(a)   Basis of preparation; effective date.   Mineral resources are reported on a dry basis, exclusive of mineral reserves, in accordance with S-K 1300. The effective date of the mineral resource estimate is January 14, 2026.

(b)   Key assumptions.   The mineral resource estimate is based on a cut-off grade of 14.0% magnetic iron and a long-term DR Grade Iron Ore Pellet price assumption of US$130.00 per metric tonne, FOB Louisiana.

(c)   Inclusion of disputed parcels.   The mineral resource estimate includes parcels in which Cliffs claims a 50% undivided interest and that are the subject of ongoing arbitration, litigation and related proceedings between Mesabi Metallics Company LLC and Cliffs The mineral reserve estimate set forth below excludes such parcels. The mineral resource estimate excludes three parcels owned 100% by Cliffs See “Risk Factors — 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” and “Business — Mesabi Property — Property Description” for a description of the underlying disputes and their potential impact on the mineral resources and mineral reserves reported in this prospectus.

(d)   Status of mineral resources.   Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no certainty that all or any portion of the mineral resources will be converted into mineral reserves.

(e)   Inferred mineral resources.   The Inferred Mineral Resource has a lower level of geological confidence than the Indicated Mineral Resource and cannot be directly converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

(f)   Qualified person statement.   The qualified person responsible for the mineral resource estimate is not aware of any metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other factors that could materially impact the mineral resource estimate, other than the disputes with Cliffs described in note (c) above.

(g)   Rounding.   Figures in the table have been rounded to reflect that the mineral resource estimate is an estimate; accordingly, totals may not sum exactly.

Summary Mineral Reserves

The following table summarizes the mineral reserve estimate for the Mesabi Property, with an effective date of May 22, 2026, prepared by Nigel Fung, P.Eng., of DRA. All mineral reserves are classified as Probable at the discretion of the qualified person on the basis of modifying factors. Additional information, including notes and material assumptions, is set forth in Appendix C and in the Mesabi TRS, which is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part.

​

(1)

Million long tons.

​

​

(2)

Dry weight recovery (referred to in the Mesabi TRS as “DRIWREC”).

​

​

(3)

All mineral reserves are classified as Probable at the discretion of the qualified person on the basis of modifying factors. No mineral reserves are classified as Proven.

​

 

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(a)   Basis of preparation; effective date.   Mineral reserves are reported on a dry basis, at a point of reference delivered to the primary crusher, in accordance with S-K 1300. The effective date of the mineral reserve estimate is May 22, 2026.

(b)   Key assumptions.   The mineral reserve estimate is derived from the Indicated Mineral Resource (Inferred Mineral Resources have been excluded), based on a pit limit analysis and detailed pit design, applying a cut-off grade of 14.0% magnetic iron and a long-term DR Grade Iron Ore Pellet price assumption of US$130.00 per metric tonne, FOB Louisiana. The mineral reserve estimate is inclusive of internal dilution and reflects a 2.0% mining loss, a life-of-mine average weight recovery of 29.8% (run-of-mine ore to concentrate) and a life-of-mine average magnetic iron recovery to concentrate of 96.48%. The mineral reserve estimate is based on a life-of-mine average stripping ratio (waste to ore) of 1.66.

(c)   Exclusion of disputed parcels.   The mineral reserve estimate excludes parcels in which Cliffs claims a 50% undivided interest and that are the subject of ongoing arbitration, litigation and related proceedings between Mesabi Metallics Company LLC and Cliffs, as well as three parcels owned 100% by Cliffs.

(d)   Classification.   All mineral reserves are classified as Probable; no mineral reserves are classified as Proven. The qualified person has classified the entirety of the mineral reserve estimate as Probable in his discretion, having regard to the modifying factors applied in the conversion of mineral resources to mineral reserves, including the matters described in note (c) above.

(e)   Qualified person statement.   The qualified person responsible for the mineral reserve estimate is not aware of any mining, metallurgical, infrastructure, environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other factors that could materially impact the mineral reserve estimate, other than the disputes with Cliffs described in note (c) above.

(f)   Rounding.   Figures in the table have been rounded to reflect that the mineral reserve estimate is an estimate; accordingly, totals may not sum exactly.

NORI Property

Introduction

In 2018, the SEC adopted amendments to the disclosure requirements for mining properties. Effective for fiscal years beginning on or after January 1, 2021, the disclosure requirements under the SEC’s Industry Guide 7 were replaced with new disclosure requirements under S-K 1300. The property disclosures in this prospectus are presented in accordance with S-K 1300, subject to certain exemptions contained in the rule. While S-K 1300 generally contemplates that registrants that hold royalty, streaming or other similar rights will provide property-level disclosure that is comparable to the disclosure provided by the operators of those properties, including mineral resource and mineral reserve estimates and supporting technical information, S-K 1300 also provides certain accommodations to such registrants. In particular, Item 1303(a)(3) and Item 1304(a)(2) of Regulation S-K permit a registrant that holds royalty or similar rights to omit information that would otherwise be required under Items 1303 and 1304 where obtaining the information and preparing related disclosure would result in an unreasonable burden or expense, provided that the registrant explains the omission and provides all information that it does possess or can obtain without incurring an unreasonable burden or expense. We rely on these accommodations with respect to the NORI Property. 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 and related mineral resource and mineral reserve disclosure for the NORI Property solely for inclusion in this prospectus would, at this time, result in an unreasonable burden or expense for us. Instead, we summarize below certain information from the NORI Technical Reports below for background and context and provide the other information regarding the NORI Royalty and the NORI Property that we can provide without incurring an unreasonable burden or expense.

Absent an exemption or accommodation, a registrant that discloses mineral resources or mineral reserves for a material property must obtain a dated and signed technical report summary from a qualified person identifying and summarizing the information reviewed and the conclusions reached by the qualified person about the mineral resources or mineral reserves determined to be on that property. As noted above,

 

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we have determined that commissioning and preparing a separate S-K 1300-compliant technical report summary for the NORI Property solely for our purposes would result in an unreasonable burden or expense. Accordingly, we have not sought to obtain, and do not intend to obtain, a dated and signed technical report summary from a qualified person pursuant to Item 1302(b)(1) of Regulation S-K for the NORI Property, and we therefore do not present mineral resource or mineral reserve estimates, or any economic analysis generally, for the NORI Royalty in this prospectus.

See Appendix A and Appendix B for further information about the NORI Property.

In accordance with Item 1303(b)(1) of Regulation S-K, our internal controls with respect to the disclosure of information regarding the NORI Property in this prospectus consist of: (i) review by our management and our legal and technical advisors of TMC’s public filings with the SEC, including the NORI Technical Reports and TMC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, from which the disclosure in this prospectus relating to the NORI Property is summarized; (ii) review of the qualifications and independence of the qualified persons engaged by TMC who prepared the NORI Technical Reports; and (iii) evaluation by our management of whether the public information disclosed by TMC may reasonably be summarized in this prospectus consistent with the accommodations on which we rely under Items 1303(a)(3) and 1304(a)(2) of Regulation S-K. We have not independently verified the technical, scientific, operational, environmental or economic information underlying TMC’s disclosures regarding the NORI Property, and our internal controls are not designed to do so.

Location

The NORI Property is located within the seafloor in the CCZ of the north-east Pacific Ocean between Hawaii and Mexico. The western end of the CCZ is approximately 1,000 km south of the Hawaiian island group.

The NORI Property is comprised of four separate areas (NORI A, B, C and D) of the CCZ with a combined area of 74,830 km2.

NORI Area D covers 25,160 km2 and is the easternmost of the four NORI exploration areas. Its center point is at latitude 10° 29’ N and longitude 116° 57’ W, approximately 850 km due west of the nearest land — the uninhabited Clipperton Island.

History

A nickel, manganese, cobalt, and copper resource occurring as polymetallic nodules is located on the seafloor in the CCZ. Four consortia of offshore development companies demonstrated the technical feasibility of collecting, lifting, and converting nodules into metals in the 1970s, but development of the industry was impeded by the absence of regulation and a governing body.

Regulatory Regimes

United Nations Convention on the Law of the Sea

In 1994, the United Nations established the ISA pursuant to UNCLOS. The ISA governs the development of seabed resources for UNCLOS member states in the territories beyond the exclusive economic zones governed by coastal states (the “Area”).

In 2010, the ISA adopted Regulations on Prospecting and Exploration for Polymetallic Nodules in the Area. In July 2011, the ISA granted TMC subsidiary, NORI, an exploration contract covering NORI Area A, B, C, and D. NORI is sponsored under the ISA by the Republic of Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011. NORI and Nauru subsequently entered into a sponsorship agreement in September 2017, which was most recently revised in May 2025, formalizing certain obligations of the parties in respect of NORI’s exploration and potential collection activities in the NORI Contract Area. These exploration contracts do not confer any commercial production rights. The NORI exploration contract has 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 the contract upon a showing of good-faith compliance with the approved

 

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plan of work. As of the date of this prospectus, the extension request is pending ISA review, and there can be no assurance that the extension will be granted on a timely basis, on terms acceptable to NORI, or at all. The ISA has not finalized the Mining Code, including Regulations on the Exploitation of Mineral Resources in the Area as required under UNCLOS, which must be finalized before exploitation contracts may be granted. As of the date of this prospectus, the United States is not a party to UNCLOS and has remained a persistent objector to UNCLOS ratification, primarily due to its Part XI seabed mining provisions.

Deep Seabed Hard Mineral Resources Act

Once the ISA became operational in the 1990s, most reciprocating states transitioned to the UNCLOS/​ISA system. The United States, however, remains outside that framework.

In 1980, the U.S. enacted the DSHMRA authorizing the NOAA to issue licenses for exploration and permits for commercial recovery from the deep seabed. These activities are limited to areas beyond national jurisdiction and are intended to ensure that U.S. entities can participate in seabed mining despite the U.S. not being a party to UNCLOS.

DSHMRA provides a regulatory structure administered by NOAA, an agency under the U.S. Department of Commerce. NOAA’s implementing regulations detail the criteria and conditions for issuance of deep-seabed exploration licenses and commercial recovery permits to U.S. citizens, including any individual, corporation, or other entity organized under the laws of a U.S. state or territory.

NOAA is not restricted under DSHMRA from issuing licenses or permits over areas that are also subject to ISA exploration or exploitation contracts.

Before any license or permit is issued, NOAA must determine that the proposed activities meet a series of statutory requirements, including that the activity: (i) will not unreasonably interfere with the lawful use of the high seas by other states; (ii) is consistent with U.S. foreign policy and international obligations; (iii) does not create a risk to international peace and security; (iv) is not expected to result in significant adverse environmental effects; and (v) does not pose undue risk to life or property at sea.

Exploration licenses under DSHMRA grant exclusive rights to conduct technical studies in a defined area and are issued for ten-year terms. Commercial recovery permits authorize full-scale extraction for a period of 20 years subject to extension and are subject to enhanced environmental and operational requirements. To date, NOAA has issued exploration licenses over four areas, of which two are active, however it has not issued any commercial recovery permits under DSHMRA. TMC USA, a wholly owned subsidiary of TMC, is the first U.S. citizen to apply for a commercial recovery permit.

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

​

•

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

​

​

•

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

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​

•

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

​

USA A includes (but is not limited to) the existing ISA approved exploration Area identified as NORI Area D. USA B includes (but is not limited to) the existing ISA approved exploration Areas identified as NORI Areas A, B and C.

In January 2026, The Metals Company, through TMC USA, applied for a consolidated exploration license and commercial recovery permit under the DSHMRA. TMC disclosed that the consolidated application covers the area previously subject to the April 2025 commercial recover permit application (NORI Area D) and also expands on the area subject to the prior application, however, to our knowledge the expanded area does not include any of the other NORI Areas subject to our NORI Royalty Agreement.

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

The applications for the USA-A Area 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.

 

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As of the date of this prospectus, TMC USA does not hold any exploration licenses or commercial recovery permits for the USA-A Area under the DSHMRA framework. See “— NORI Recent Developments.”

The NOAA review process includes a determination whether applications for exploration licenses are in full or substantial compliance with the applicable requirements under DSHMRA and its implementing regulations within 30 days of receipt and whether applications for a commercial recovery permit are complete within 60 days. NOAA has notified TMC USA that its exploration license applications are in substantial compliance with the applicable requirements. NOAA is then expected to proceed with a full review of TMC USA’s applications, including interagency consultation with other U.S. government departments (including the Department of State, the Department of Defense and the Environmental Protection Agency), preparation of an Environmental Impact Statement, or EIS, under NEPA, and a public comment period. NOAA will determine whether to issue the requested licenses and permit, and if so, under what terms and conditions. All licenses and permits issued under DSHMRA are subject to oversight, periodic reporting and potential suspension or revocation for noncompliance or unforeseen environmental harm. NOAA issued four exploration licenses in 1984 to U.S. sponsored consortia for polymetallic nodule exploration in the CCZ. Two of these licenses (USA-1 and USA-4) remain active and are currently held by Lockheed Martin. These licenses have been renewed until 2027 in accordance with DSHMRA’s statutory provisions, which require NOAA to grant extensions if the licensee has substantially complied with license terms.

TMC USA has submitted applications for such rights, and subject to regulatory review and approval, anticipates that any future commercial recovery activities would be conducted pursuant to a permit issued by NOAA under the U.S. legal regime, rather than under UNCLOS.

TMC expects to be subject to additional U.S. laws and regulations as development progresses.

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

NORI Recent Developments

On April 24, 2025, the President issued Executive Order 14285, titled “Unleashing America’s Offshore Critical Minerals and Resources” ​(the “Executive Order”). 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. In the Executive Order, the President directed federal agencies to streamline and expedite permitting for exploration, extraction and processing of seabed mineral resources, instructed the Departments of War and Energy to assess use of the National Defense Stockpile for nodule-derived minerals, and directed the International Development Finance Corporation, the Export-Import Bank and the Trade and Development Agency 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, NOAA issued proposed amendments to its regulations under DSHMRA (15 C.F.R. Parts 970 and 971), published as FR Doc. 2025-12513 (90 Fed. Reg. 29806). The proposed rule introduces a new consolidated application procedure under § 971.214, allowing applicants to submit a single application for both an exploration license and commercial recovery permit. These changes are intended to modernize and streamline the DSHMRA permitting process. The proposed rule underwent a public comment period until September 5, 2025. DSHMRA and its regulations do not include a statutory deadline for application review. However, the Executive Order directs the Commerce Secretary to implement an expedited permitting process under DSHMRA.

On July 27, 2025, TMC USA submitted amended exploration applications with additional information requested by NOAA. NOAA confirmed that both exploration license applications were fully compliant and it had begun its certification process.

On August 11, 2025, TMC USA received notice of full compliance from the NOAA on its exploration applications, and reconfirmation that TMC USA has priority right over both exploration areas. Both applications entered the certification stage in late July, which TMC expects to be approximately 100 days. TMC has announced a targeted production start date of Q4 2027.

 

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On January 21, 2026, NOAA issued the final rule, titled “Deep Seabed Mining: Revisions to Regulations for Exploration Licenses and Commercial Recovery Permit Application,” updating NOAA’s regulations implementing the DSHMRA and modernizing the federal permitting framework. The final rule established a consolidated application and review process pursuant to which qualified applicants may submit a single application for both an exploration license and a commercial recovery permit, and may incorporate environmental, geological, and engineering data collected during exploration activities directly into commercial recovery permit applications.

On January 22, 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application under NOAA’s updated framework.

NORI Resource base

The NORI Royalty covers the NORI Property. The NORI Property comprises NORI Areas A, B, C and D in the CCZ with a combined area of 74,830 square kilometers, and the seafloor in the NORI Areas is typically 4,000 to 6,000 meters below sea level. NORI Area D is in the development stage following the issuance of the Area D Report, while NORI Areas A, B and C remain in the exploration stage. The initial development focus is NORI Area D, which spans approximately 25,160 square kilometers.

Figure 1: CCZ regional map showing NORI A to D

NORI extents

 

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DD — Decimal degrees, UTM — Universal Transverse Mercator map projection

As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations. All personnel and material will be transported to the project area by ship.

Geological characteristics

Polymetallic nodules are discrete, centimeter-scale concretions that form over millions of years at the sediment — water interface through the slow precipitation of dissolved metals from seawater and sediment pore waters. This process occurs via two mechanisms: hydrogenetic growth, where metals precipitate directly from seawater, and diagenetic growth, where metals migrate upward from sediment pore fluids. The nodules typically consist of concentric layers of manganese and iron oxides surrounding a nucleus, which can be a fragment of older nodule material, pumice, or other debris. In the NORI Areas, nodules are widely distributed across abyssal plains at depths of 4,000 to 6,000 meters and rest unattached on the seafloor surface, often forming dense carpets with coverage exceeding 50% in high-abundance zones. There is no overburden to strip and no host rock to drill or blast, eliminating the need for conventional mining infrastructure such as pits, shafts, or waste dumps. Collection involves tracked subsea vehicles that gently lift nodules from the sediment surface using low-pressure intake heads, minimizing sediment disturbance. The nodules are then transferred as a slurry through a vertical riser and lifting system to a surface production vessel, where they are dewatered and stored in cargo holds. From there, they are transshipped to bulk carriers for delivery to shore-based processing facilities. This unique deposit geometry and mining method result in a zero-strip ratio and a fundamentally different environmental and operational profile compared to traditional mining.

Mining method

Tracked seafloor collectors travel along pre planned lanes and lift nodules from the sediment surface using low pressure intake heads designed to limit sediment entrainment. Collected material is screened on the collector and transferred into a subsea buffer that smooths flow. A vertical riser and lifting system conveys a slurry of nodules from the buffer to a surface production vessel. The riser is engineered for the hydraulic head across approximately 4 to 6 kilometers of water column and incorporates redundancy to support high uptime. On the surface vessel, nodules are dewatered and stockpiled for periodic transshipment to ocean going bulk carriers. Hydrodynamic, sediment and plume modeling inform limits on collector speed, spacing and operational thresholds.

Figure 5: Graphic depicting nodule collection system

 

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Figure 6: Flow mixture overview of nodule collection system

Processing method

Shore based processing follows a modular flowsheet that uses proven unit operations adapted to nodule chemistry. Feed is conditioned as required, then smelted in a rotary kiln electric furnace to produce a nickel copper cobalt matte. Manganese largely reports to a silicate stream. Matte is converted and refined to saleable nickel, copper and cobalt intermediates or products. The manganese stream can be marketed as silicate or, where warranted by market conditions, processed to manganese sulfate. The flowsheet targets high overall metal recoveries, low solid waste onshore and flexibility in the product mix as market conditions evolve.

Figure 7: Major equipment and associated stream from pyrometallurgical complex

Initial Commercialization

PAMCO Contracts

Early commercialization relies on third-party rotary kiln electric furnace tolling capacity to monetize matte and shorten time to market. The initial phase will utilize established tolling arrangements with PAMCO at its Hachinohe facility in Japan. PAMCO has already completed demonstration-scale trials using nodules from NORI’s 2022 test mining campaign, including calcining and smelting operations that validated the ability to produce high-quality nickel-cobalt-copper alloy and manganese silicate. The facility will initially process approximately 1.3 million wet tonnes per annum of nodules, producing alloy and then matte once sulfidation and converting units are installed. This phased approach allows TMC to defer significant capital expenditure on greenfield smelting infrastructure while maintaining early revenue generation. Beyond PAMCO, additional RKEF capacity in Indonesia is expected to be contracted to handle incremental volumes as production ramps up to 3 million wet tonnes per annum per vessel. These tolling arrangements are structured to ensure TMC retains ownership of nodules and finished products, providing flexibility in marketing and downstream integration.

Future Product Transition

The commercialization plan is structured as a staged evolution from intermediate products to high-value battery-grade chemicals and refined metals. The first phase focuses on producing and selling nickel-cobalt-copper matte through tolling agreements with existing smelters and refiners, leveraging proven RKEF

 

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technology to minimize execution risk. As throughput scales and operating experience is gained, the operator intends to commission a U.S.-based hydrometallurgical refinery beginning in Year 6 of operations. This facility will process matte into nickel sulfate, cobalt sulfate, copper cathode and ammonium sulfate fertilizer, with an initial capacity aligned to 6 million wet tonnes per annum of nodules. By Year 10, the plan anticipates full transition to in-house refining of all matte volumes through two hydrometallurgical plants with combined capacity for 12 million wet tonnes per annum. This progression is designed to capture higher margins, reduce reliance on third-party tolling and align the product slate with demand from EV battery supply chains, stainless steel markets and energy infrastructure. The staged approach also provides flexibility to adapt to evolving market conditions and regulatory frameworks while maintaining optionality for manganese sulfate production for emerging battery chemistries.

Figure 8: Major equipment and associated stream from hydrometallurgical complex

Mesabi Property

Overview

The Mesabi Property is the subject of our Mesabi Royalty and is a material property to the Company for purposes of S-K 1300. The Mesabi Property is located in Itasca County, Minnesota, on the western portion of the historic Mesabi Iron Range, adjacent to the City of Nashwauk, Minnesota. The property is operated by Mesabi Metallics Company LLC, a private company that is not affiliated with TMCR. Based on information provided to us by the operator and publicly available disclosures, total project investment in the Mesabi Project through the operator’s targeted commercial start-up is expected to total approximately $2.4 billion, making the project among the largest private-sector industrial projects in the State of Minnesota. The operator has publicly indicated that construction is nearing completion, with a targeted commencement of initial DR Grade Iron Ore Pellet production in the fourth quarter of 2026.

Mineral rights in Minnesota are severed from surface rights, and most mineral leasing in the State is conducted on a forty-acre (16.2 hectare) plot basis. The operator’s mineral leases on the Mesabi Property cover more than 4,496 acres (more than 1,800 hectares). The operator’s mineral leases on the Mesabi Property are primarily distributed among three principal mineral owners: the operator (or its affiliates), the Langdon-Warren Group and J.A.G.E. Enterprise LLC, with a small number of additional minor mineral interests. Most of the leases are for terms of 30 to 40 years and are renewable; they include minimum royalty payments, earned royalties based on crude taconite mined with escalator provisions, and other conditions typical of leases on the Mesabi Range.

The mineral resource estimate disclosed in this prospectus excludes parcels that are 100% owned by Cliffs but includes parcels that are 50% owned by the operator and 50% owned by Cliffs and that are subject to ongoing litigation between the operator and Cliffs. The mineral reserve estimate disclosed in this prospectus excludes both categories of parcels. The Qualified Persons responsible for the mineral reserve estimate have not opined on whether the operator has or will have access to any reserves that may be located on the parcels subject to ongoing litigation.

 

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Operator

The Mesabi Property is operated by Mesabi Metallics Company LLC, which emerged from the Chapter 11 reorganization of Essar Steel Minnesota LLC in 2017 and is the successor to that entity’s interest in the Mesabi Property. Construction of the project commenced under Essar Steel Minnesota LLC in 2010.

Stage and Permits

The Mesabi Property is at the development stage. The operator has publicly disclosed that, as of January 1, 2026, construction of the project was approximately 85.5% complete. Mining of overburden was scheduled to commence in the second quarter of 2026, mechanical completion of the processing facilities was targeted for the second half of 2026, initial DR Grade Iron Ore Pellet production was targeted for the fourth quarter of 2026, with nameplate production expected to be reached following an eight- to twelve-month ramp-up period. The Mesabi TRS reflects a 23-year life-of-mine plan. The mineral reserve estimate disclosed in this prospectus does not include any reserves classified as Proven; all reserves are classified as Probable at the discretion of the Qualified Person on the basis of modifying factors.

The operator holds, among other principal permits and approvals, a Permit to Mine issued by the Minnesota Department of Natural Resources, an Air Emissions Facility Permit issued by the Minnesota Pollution Control Agency and an NPDES/SDS Permit. The current Air Emissions Facility Permit limits annual DR Grade Iron Ore Pellet production to 7.00 million long tons until a permit amendment is obtained. The operator expects to obtain that amendment by the end of the third quarter of 2027. The mineral reserve estimate disclosed in this prospectus is supported in part by the operator’s continued ability to obtain and maintain the permits and approvals described above, including the air permit amendment described herein.

Mine Type, Geology and Mineralization

The Mesabi Property is a surface (open-pit) taconite project targeting magnetite mineralization within the Biwabik Iron Formation, a Lake Superior-type Banded Iron Formation of Proterozoic age. The Biwabik Iron Formation can be traced for approximately 120 miles between Grand Rapids and Babbitt, Minnesota, and consists of cherty, iron oxide-rich layers intercalated with slaty, iron silicate-rich layers. The deposit type is a Lake Superior-type Banded Iron Formation, the principal source of iron throughout the world.

Processing and Infrastructure

Processing operations at the Mesabi Property consist of (i) primary and secondary crushing and dry cobbing; (ii) beneficiation through three identical parallel lines comprising autogenous-grinding primary milling, ball-mill secondary grinding, two stages of low-intensity magnetic separation, vertical regrind milling, finisher magnetic separation, reverse silica flotation, and concentrate and tailings thickening; and (iii) pelletizing in a straight-grate indurating furnace with a traveling-grate surface area of 8,008 ft² (744 m²). The processing facility has nominal design capacity to process approximately 23.44 million long tons per annum of run-of-mine ore and to produce, over the life of mine, an average of 6.99 million long tons per annum of concentrate and 7.17 million long tons per annum of DR Grade Iron Ore Pellets. Supporting infrastructure includes a tailings storage facility, rail spurs connecting to the Canadian National and BNSF rail networks, and power supplied from the local utility transmission grid.

Summary of Mineral Resources and Mineral Reserves

The summary tables of mineral resources and mineral reserves for the Mesabi Property are set forth above under “Summary Disclosure — Summary Mineral Resources” and “Summary Disclosure — Summary Mineral Reserves.” Additional detail regarding the basis for the estimates, including drilling and sampling, geological interpretation, modifying factors, economic analysis and sensitivity analysis, is set forth in Appendix C. The Mesabi TRS is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part.

 

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Project Economics

The Mesabi TRS includes a discounted cash flow economic analysis of the Mesabi Project prepared by DRA. The economic analysis is presented on a 100% project basis and reflects the project-level economics of the operator. It does not reflect TMCR’s economic interest in the Mesabi Property, which is limited to the Mesabi Royalty. The royalty cash flows payable to TMCR are calculated by applying the royalty rate set forth in the Mesabi Royalty agreement to gross production revenue from DR Grade Iron Ore Pellets sold from the Mesabi Property and, accordingly, differ from the cash flows presented below in both timing and amount. The economic analysis is forward-looking in nature, is based on the assumptions described below and in the Mesabi TRS and is subject to risks and uncertainties described under “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” Actual results may differ materially from the estimates set forth below. See Section 19 of the Mesabi TRS for further detail.

Key Assumptions

The economic analysis reflects a 23-year life of mine. Average annual mill feed of run-of-mine ore is approximately 23.44 million long tons. Average annual DR Grade Iron Ore Pellet production over the life of mine is 7.17 million long tons (7.28 million metric tonnes), with total life-of-mine production of approximately 160.1 million metric tonnes of DR Grade Iron Ore Pellets. Average life-of-mine weight recovery is 29.8% and average life-of-mine stripping ratio is 1.66 to 1 (waste to ore).

The economic analysis assumes a long-term DR Grade Iron Ore Pellet price of US$152.40 per metric tonne FOB Louisiana, equivalent to US$120.40 per metric tonne FOB mine after deducting estimated rail freight from mine to Louisiana of US$32.00 per metric tonne. The long-term pricing assumption is based on bank consensus pricing (Sinter Fines 62% CFR China) as of April 15, 2026, adjusted for a 65% to 62% iron content differential, a DR pellet premium, linear iron content and value-in-use quality adjustments, and a freight differential from China to Louisiana derived from the Baltic Exchange Capesize Index for Route C3 as of April 15, 2026. The economic analysis applies discount rates of 8.0% and 10.0% per annum and is presented in constant second quarter 2026 dollars without provision for inflation. The economic analysis is conducted on a 100%-equity basis without giving effect to project financing.

The long-term DR Grade Iron Ore Pellet price used in the economic analysis differs from the price used in the mineral reserve estimate. The mineral reserve estimate is based on a more conservative long-term DR Grade Iron Ore Pellet price of US$130.00 per metric tonne FOB Louisiana, whereas the economic analysis uses the long-term consensus price forecast described above. The reserves remain economically viable at the lower reserve pricing assumption used to derive the pit shell. See “— Summary of Mineral Resources and Mineral Reserves” above and Section 19 of the Mesabi TRS.

Capital Costs

Total project investment in the Mesabi Project through commercial start-up is expected to total approximately US$2.4 billion, of which approximately US$1.86 billion had been incurred through December 31, 2025. Estimated remaining capital expenditure to bring the project to commercial production as of January 1, 2026 is approximately $571 million (the “Cost to Complete”), comprising approximately $461 million of remaining EPC costs, approximately $24 million of mine preparation costs, approximately $56 million of owner’s costs (inclusive of interest during construction and financing fees) and approximately $30 million of contingency. Over the 23-year life of mine, the operator is expected to incur approximately $353 million of sustaining capital expenditure for processing facilities, civils and other infrastructure, approximately US$86 million of sustaining capital expenditure for the tailings storage facility and approximately US$40 million of closure costs (in each case inclusive of contingency). Initial mobile mining equipment is expected to be rented rather than purchased and is reflected in operating costs.

Operating Costs

Average life-of-mine operating costs are estimated at $57.22 per metric tonne of DR Grade Iron Ore Pellets, exclusive of Minnesota Taconite Production Tax, or $60.64 per metric tonne inclusive of such tax. Approximately US$13.45 per metric tonne is attributable to mining, $3.61 per metric tonne to mining equipment rental, $1.50 per metric tonne to crushing, $17.89 per metric tonne to concentrating, $10.12 per

 

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metric tonne to pelletizing, $0.38 per metric tonne to tailings storage facility operations, $3.56 per metric tonne to selling, general and administrative expense (including health, safety and environmental costs), and US$6.71 per metric tonne to third-party royalties and pellet production royalties.

Mesabi Economic Analysis

The principal results of the economic analysis are set forth below.

The Internal Rates of Return shown above do not give effect to approximately US$1.86 billion of capital expenditure incurred on the Mesabi Project from 2007 through December 31, 2025, which is treated as sunk cost for purposes of the economic analysis. The economic analysis assumes that overburden stripping commences in the second quarter of 2026 and that initial DR Grade Iron Ore Pellet production commences in the fourth quarter of 2026, followed by an eight- to twelve-month ramp-up to nameplate production.

Comparison with Prior Year

TMCR is disclosing the mineral resource and mineral reserve estimates for the Mesabi Property for the first time. Accordingly, there are no previously disclosed estimates of TMCR with which to compare for purposes of Item 1304(e) of Regulation S-K. The most recent estimate prepared for the operator prior to the Mesabi TRS was set forth in a technical report dated August 22, 2025 prepared by DRA, which was not previously filed by TMCR with the SEC; differences between the August 22, 2025 estimate and the current estimate reflected in the Mesabi TRS are described in Section 10 of the Mesabi TRS.

Legal Proceedings

As of the date hereof, we are not party to, and we are not aware of any threat of, any legal proceedings that, in the opinion of our management, would be likely to have a material adverse effect on our business, financial condition or operations. We may become involved in such proceedings in the ordinary course of business.

Cybersecurity

We employ procedures designed to identify, protect, detect and respond to and manage reasonably foreseeable cybersecurity risks and threats. To protect our information systems from cybersecurity threats,

 

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we use various security tools that help prevent, identify, escalate, investigate, resolve and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to, internal reporting, monitoring and detection tools, employee education, password encryption, frequent password change events, firewall detection systems, anti-virus software and frequent backups.

We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We conduct regular reviews and tests of our information security program and also utilize other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning. Any significant disruption to our service or access to our systems in the future could adversely affect our business and results of operation.

Our board of directors oversees our enterprise risk assessment, where we assess key risks within the Company, including security and technology risks and cybersecurity threats. The Audit Committee oversees our cybersecurity risk and receives regular reports from our management team on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.

Competition

The mining industry in general, and royalty segments in particular, are very competitive. We compete with other royalty companies, mine operators, and financial buyers in efforts to acquire royalty interests. We also compete with lenders, equity investors, and stream and royalty companies providing financing to operators of mineral properties in our efforts to create new royalty interests. Our competitors may be larger than we are and may have greater resources and access to capital than we have. Key competitive factors in the royalty acquisition and financing business include the ability to identify and evaluate potential opportunities, transaction structure and consideration and access to capital.

Regulation

The operators of the properties that are subject to our royalty interest must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial, local governments and international bodies. Although we, as a royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages and civil and criminal penalties on it, which could have a material adverse effect on our results of operations and financial condition. See “Regulatory Regimes” below.

Employees

We have a small team of investment professionals and administrative staff. We currently have 10 employees or consultants that work remotely outside of North America or out of our office in Calgary, Alberta. We intend to supplement our internal capabilities with experienced technical, legal and ESG consultants, enabling us to maintain a cost-efficient structure and minimal corporate overhead. We are committed to fostering a culture of integrity, innovation, and professional development. Our employees are not subject to a labor contract or collective bargaining agreement.

Applicable Internal Controls

We are a non-operating royalty holder and do not directly generate technical or operational data with respect to the NORI Property or the Mesabi Property. Our internal controls applicable to property-level disclosure focus on receipt and review of operator-generated information and on the work of independent Qualified Persons where engaged. For the NORI Property, where we rely on the accommodations under Items 1303(a)(3) and 1304(a)(2) of Regulation S-K, those controls consist of management review of TMC’s public filings (including the NORI Technical Reports), of information provided under the NORI Royalty Agreement. For the Mesabi Property, where we have not relied on those accommodations, we engaged independent Qualified Persons, including DRA Americas, Inc., to prepare the Mesabi TRS, and our management reviews information provided by Mesabi Metallics under the Royalty Purchase Agreement and

 

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the Mesabi Conveyance. Property-level information incorporated into our SEC filings is subject to our disclosure controls and procedures.

These controls are subject to inherent limitations: we depend on operator-generated information (and, in the case of Mesabi Metallics, on information from a privately-held operator not subject to Exchange Act reporting) and on the independent Qualified Persons we engage. There can be no assurance that information provided to us or publicly disclosed by the operators, or the data underlying the Mesabi TRS, is complete, accurate or timely.

See our Form 20-F for the year ended December 31, 2025 “Risk Factors — We have identified a material weakness in our internal control over financial reporting, and if we fail to remediate this or identify additional material weaknesses, our ability to accurately report our financial results may be impaired, which could adversely affect investor confidence, our stock price, and our regulatory compliance.”

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above in the section entitled “Executive Compensation,” this section describes certain transactions or loans since our incorporation on October 27, 2022 with any of our executive officers, directors or their affiliates and holders of 5% or more of any class of our voting securities in the aggregate other than compensation arrangements.

NORI Royalty Agreement

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 “Business — NORI Royalty”.

Prior to such transactions, TMC was not a related party of the Company.

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 the TMC Note and 5,000,000 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;

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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.

Investor Rights Agreement

Concurrently with the execution of the NORI Royalty Agreement, we entered into the Investor Rights Agreement with TMC and Brian Paes-Braga (each, an “Investor”), pursuant to which, among other things, each Investor has a right, subject to certain percentage maintenance, to nominate a director to our board of directors, along with registration and information rights. The following is a summary of the material attributes and characteristics of the Investor Rights Agreement. This summary is qualified in its entirety by reference to the terms of the Investor Rights Agreement, which will be filed with the SEC.

Nomination Rights

The Investor Rights Agreement provides director nomination rights to each Investor that enables such Investor to designate one director nominee to our board of directors, for so long as such Investor, together with its affiliates, owns at least 20% of the issued and outstanding Common Shares.

 

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Each of the Investor’s nominees will be included as part of the slate of nominees proposed by our board of directors to its shareholders for approval as directors at each meeting of the shareholders, or on any resolution passed by being consented to in writing by the shareholders where directors are to be elected by shareholders and the Company will use commercially reasonable efforts to cause the election of such nominee.

These nomination rights cease to apply in certain situations, including if we complete our first underwritten public offering of our Common Shares pursuant to a registration statement that has been declared effective under the Securities Act, accompanied by the listing of the Common Shares on the Nasdaq Capital Markets. However, these nomination rights will continue to apply following completion of the Direct Listing.

Equity Rights

The Investor Rights Agreement provides the Investors with the right to acquire additional securities of the Company, in order to maintain their ownership percentage of our Common Shares, in the event we issue additional Common Shares (or securities convertible, exercisable or exchangeable into Common Shares), subject to certain exceptions for excluded transactions such as those pursuant to our security-based compensation arrangements. Investors who choose to exercise these equity rights are required to provide equal consideration for the Common Shares as the other person or persons acquiring securities that triggered the equity right.

These equity rights cease to apply in certain situations, including if we complete our first underwritten public offering of our Common Shares pursuant to a registration statement that has been declared effective under the Securities Act, accompanied by the listing of the Common Shares on the Nasdaq Capital Markets.

Registration Rights

The Investor Rights Agreement provides demand registration rights in favour of the Investors that enables each of them to make a written demand to us for registration of all or part of: (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) (the “Registerable Securities”). Such written demand shall describe the amount and type of securities to be included in such registration and the intended method(s) if distribution thereof (such written demand a “Demand Registration”). Upon receipt by us of such written request for a Demand Registration from an Investor, we will be required to file a registration statement, including the prospectus contained in such registration statement, any amendments (including post-effective amendments) and supplements, all exhibits to the registration statement, and all material incorporated by reference therein, and otherwise assist with the registration for the Registrable Securities requested by such Investor in accordance with U.S. securities laws and the terms and conditions of the Investor Rights Agreement.

We are not obliged to effect more than an aggregate of two (2) Demand Registrations with respect to any or all of an Investor’s Registerable Securities, and never more than one (1) Demand Registration in a twelve (12) month period.

The Investor Rights Agreement also provides piggyback registration rights, allowing an Investor 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 certain underwriters’ cutback rights (such registration, a “Piggyback Registration”).

All costs and expenses associated with a Demand Registration or Piggyback Registration will be borne by us, other than underwriting commissions and the out-of-pocket expenses of the Investor. We will also be required to provide indemnification for the benefit of the Investor in connection with any Demand Registration or Piggyback Registration.

 

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The Investors who possess these registration rights currently own 27,818,784 of our Common Shares.

Information Rights

Pursuant to the Investor Rights Agreement, for so long as such Investor, together with its affiliates, owns at least 20% of the issued and outstanding Common Shares, we will deliver to each Investor the following information prepared in accordance with IFRS promptly, but in any event:

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within 45 days after the end of each fiscal year, the draft annual financial statements;

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within 90 days after the end of each fiscal year, the audited annual financial statements;

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within 30 days after the end of each quarter, unaudited quarterly financial statements; and

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such other information relating to financial statements that an Investor may reasonably request.

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Contingent Value Rights

As a condition of closing the NORI Royalty Agreement, we issued 5,000,000 CVRs to NORI. The CVRs would convert into 5,000,000 additional Common Shares of the Company all of which would be issued to NORI, in the event that certain conditions occur relating to the licenses of NG Energy International Corp. in Colombia. The CVRs do not entitle NORI to any rights as a shareholder, including without limitation, voting rights. The CVRs expire on the earlier of (i) five years from the issuance of the CVR and (ii) the date we become a publicly listed entity and will therefore be terminated and of no further force and effect on completion of the Direct Listing.

Indemnification Agreements

Our articles provide that, subject to the BCBCA, the Company shall indemnify our directors and officers against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding.

We have entered into indemnity agreements with all of our current directors and executive officers (each a, “Indemnity Agreement” and together, the “Indemnity Agreements”). The Indemnity Agreements, among other things, require us to indemnify these individuals (the “Indemnified Party”) for certain costs, charges and expenses including legal fees, judgements, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under law. Indemnification shall be made only if the Indemnified Party acted in good faith with a view to the best interest of the Company, and in the case of criminal, investigative, administrative or other non-civil proceedings, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the proceeding was brought was lawful. However, we are not required to indemnify for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnified Party of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory or common law, (ii) the purchase or sale of the Company’s securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002, as amended, or (iii) to provide any indemnification or advancement of costs, charges or expenses that is prohibited by applicable law (as such law exists at the time such payment would otherwise be required pursuant to such Indemnity Agreement).

Our articles also provide that the Company may purchase and maintain insurance for the benefit of any current or former director, officer, employee, agent, or equivalent person (or their heirs or legal representatives), including those serving at the request of the Company in affiliated or other entities, against any liability incurred in such capacity.

PIPE Financing — Subscriptions by Directors, Executive Officers and Other Related Parties

On June 1, 2026, we completed the PIPE Financing, in which we issued and sold an aggregate of 6,164,141 Common Shares at a purchase price of $13.00 per Common Share for aggregate gross proceeds of approximately $80.1 million. Certain of our directors, executive officers and other related parties subscribed for and purchased PIPE Shares in the PIPE Financing on substantially the same terms (including the same

 

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per-share purchase price of $13.00) as the other PIPE investors, pursuant to the PIPE Subscription Agreements substantially in the form entered into with the unaffiliated PIPE investors.

The following sets forth, for each of our directors, executive officers and other related parties that participated in the PIPE Financing, the number of PIPE Shares purchased and the aggregate purchase price paid for those PIPE Shares:

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Brian Paes-Braga, our founder, Chairman of our board of directors and Chief Executive Officer, purchased 200,000 PIPE Shares for an aggregate purchase price of approximately $2,600,000.

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Don Sewell, our President and Chief Financial Officer, purchased 3,847 PIPE Shares for an aggregate purchase price of approximately $50,011.

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Brian T. O’Neill, one of our directors, purchased 10,000 PIPE Shares for an aggregate purchase price of $130,000.

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Kyle Hickey, who served as our President from February 21, 2023 until September 11, 2025, purchased 7,700 PIPE Shares for an aggregate purchase price of $100,100.

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Lucas Cahill, an employee of the Company in a capital markets role, purchased 16,000 PIPE Shares for an aggregate purchase price of $208,000.

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Jackson Wood, our Managing Director of Investments, purchased 9,230 PIPE Shares for an aggregate purchase price of $120,000.

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TMC the metals company Inc., the operator of the NORI Property, a holder of more than 5% of our outstanding Common Shares and a related party of the Company by virtue of its share ownership and director-nomination rights under the Investor Rights Agreement, purchased 76,923 PIPE Shares for an aggregate purchase price of approximately $1,000,000.

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Each PIPE Subscription Agreement entered into with the foregoing related parties is on substantially the same terms as the PIPE subscription agreements entered into with the unaffiliated PIPE investors, including the same per-share purchase price of $13.00, the same closing conditions and the same registration-rights provisions in respect of the PIPE Shares purchased thereunder. The participation of each of our directors, executive officers and other related parties in the PIPE Financing, and the related PIPE Subscription Agreements, was reviewed and approved by the Audit Committee of our board of directors in accordance with our Policy Regarding Related Party Transactions, prior to the execution of the related PIPE Subscription Agreement.

The PIPE Shares purchased by each of the related parties identified above are included in the Resale Shares being registered for resale pursuant to the registration statement of which this prospectus forms a part. See “Selling Shareholders.”

Our Policy Regarding Related Party Transactions

Prior to listing on the Nasdaq Capital Markets we will adopt a policy regarding related party transactions comparable to our peers.

 

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PRINCIPAL AND REGISTERED SHAREHOLDERS

The following table sets forth:

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certain information with respect to the beneficial ownership of our Common Shares as of June 24, 2026 for:

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each of our executive officers;

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each of our directors;

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all of our directors and executive officers as a group;

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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Shares; and

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the number of Common Shares held by the Registered Shareholders and registered as Common Shares for resale by means of this prospectus.

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This prospectus registers for resale Common Shares that are held by certain Registered Shareholders that include (i) our affiliates and certain other shareholders with “restricted” securities under the applicable securities laws and regulations who, because of their status as affiliates of us pursuant to Rule 144 or because they acquired their Common Shares from an affiliate or from us within the prior 12 months from the date of any proposed sale, would otherwise be unable to sell their securities pursuant to Rule 144 until we have been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for a period of at least 90 days, and (ii) our current and former non-executive officer and non-director service providers who acquired shares from us within the prior 12 months from the date of any proposed sale under Rule 701 and hold “restricted” securities under the applicable securities laws and regulations. See “Shares Eligible for Future Sale” for further information regarding sales of such “restricted” securities if not sold pursuant to this prospectus.

Information concerning the Registered Shareholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. Because the Registered Shareholders may sell all, some, or none of the Common Shares covered by this prospectus, we cannot determine the number of such Common Shares that will be sold by the Registered Shareholders, or the amount or percentage of Common Shares, that will be held by the Registered Shareholders upon consummation of any particular sale. In addition, the Registered Shareholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our Common Shares in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below. See “Management” and “Certain Relationships and Related Party Transactions” for further information regarding 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, 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. We may also provide a prospectus supplement or post-effective amendment to this registration statement to add information to, or update or change information contained in, this Registration Statement. In addition, we intend to file one or more post-effective amendments to the registration statement in the event that, during any period in which offers or sales are being made pursuant to this registration statement, (i) any changes in our business, plan of distribution or other material facts arise that would make information contained in this registration statement misleading (ii) any facts or events arise after the effective date of this registration statement which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement, or (iii) any material information arises with respect to the plan of distribution that was not previously disclosed in this registration statement or any material change occurs to such information in this registration statement. See “Plan of Distribution.”

 

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We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.

We have based the Common Shares beneficially owned and the percentage ownership of our Common Shares below on 62,044,729 Common Shares being outstanding as of June 24, 2026. We have not deemed our Common Shares subject to Awards to be outstanding or to be beneficially owned by the person holding the Award for the purpose of computing the percentage ownership of that person. We also did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated by footnote, the mailing address for each shareholder is c/o The Metals Royalty Company Inc., 1900 Dome Tower 333 7th Ave SW, Calgary, Alberta, T2P 2Z1.

 

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