The Metals Royalty Co Inc美股招股说明书(2026-04-08版)

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 inthis prospectus (the “Registered Shareholders”) in connection with our direct listing (the “Direct Listing”). Unlike an initial public offering, the resale by theRegistered 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. Suchsales, if any, will be made through brokerage transactions on the Nasdaq Capital Market at prevailing market prices. See “Plan of Distribution”. We and theRegistered Shareholders will not be involved in the price setting process. If the Registered Shareholders choose to sell their Common Shares, we will not receiveany proceeds from the sale of Common Shares by the Registered Shareholders. No established public trading market for our Common Shares currently existsand our Common Shares have no history of trading in private transactions. The listing of our Common Shares on the Nasdaq Capital Market withoutunderwriters may result in the trading volume and price of our Common Shares to be more volatile than if our Common Shares were initially listed in connectionwith an underwritten initial public offering. On the day that our Common Shares are initially listed on the Nasdaq Capital Markets, the Nasdaq Stock Market LLC (“Nasdaq”) will begin accepting, butnot executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis ofsuch accepted orders. During a 10-minute “Display Only” period, market participants may enter quotes and orders in Common Shares in Nasdaq’s systems andsuch information is disseminated, along with other indicative imbalance information, to Stifel, Nicolaus & Company, Incorporated (“Stifel”) and other marketparticipants (including any other financial advisors) by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” periodbegins, during which Stifel, in its capacity as our designated financial advisor to perform the functions under Nasdaq Rule4120(c)(8), must notify Nasdaq thatour shares are “ready to trade.” Once Stifel has notified Nasdaq that our Common Shares are ready to trade, Nasdaq will calculate the Current Reference Pricefor our Common Shares, in accordance with Nasdaq rules. If Stifel then approves proceeding at the Current Reference Price, Nasdaq will conduct a pricevalidation test in accordance with Nasdaq Rule4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with Stifel, if the price bandsneed to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Uponcompletion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of CommonShares on the Nasdaq Capital Market will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under the Nasdaq rules,the “Current Reference Price” means: (i)the single price at which the maximum number of orders to buy or sell our Common Shares can be matched; (ii)ifmore than one price exists under clause (i), then the price that minimizes the number of Common Shares for which orders cannot be matched; (iii)if more thanone price exists under clause (ii), then the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our Common Shareswill remain unmatched (i.e. will not be bought or sold); and (iv)if more than one price exists under clause (iii), a price determined by Nasdaq after consultationwith Stifel in its capacity as financial advisor. Stifel will exercise any consultation rights only to the extent that it may do so consistent with the anti-manipulation provisions of the federal securities laws, including RegulationM (to the extent applicable), or applicable relief granted thereunder. The RegisteredShareholders will not be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control orinfluence Stifel, in carrying out its role as financial advisor. Stifel will determine when our Common Shares are ready to trade and approve proceeding at theCurrent Reference Price primarily based on consideration of volume, timing, and price. In particular, Stifel will determine, based primarily on pre-opening buyand sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at theCurrent Reference Price. For more information, see “Plan of Distribution”. We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol “TMCR.” We expect our Comm