The Metals Royalty Co Inc美股招股说明书(2026-06-25版)

Common Shares This prospectus relates to the resale by the selling shareholders, or their permitted transferees(collectively, “Selling Shareholders”) identified in this prospectus of 6,843,952 common shares, without parvalue (the “Common Shares”), of The Metals Royalty Company Inc. This prospectus also covers anyadditional securities that may become issuable by reason of share splits, share dividends or other similartransactions. The Common Shares covered by this prospectus include (i)6,164,141 Common Shares (the “PIPEShares”) issued to certain Selling Shareholders in connection with the closing of a private placementoffering at a price of $13.00 per Common Share (the “PIPE Financing”) pursuant to certain subscriptionagreements (the “PIPE Subscription Agreements”), (ii)576,923 Common Shares (the “Royalty AcquisitionShares”) issued as partial consideration for the sale to TMCR USA Operations Inc., our indirect wholly-owned subsidiary, of the Mesabi Royalty (as defined herein) pursuant to the royalty purchase agreement,dated as of May6, 2026, as amended on June1, 2026 (the “Royalty Purchase Agreement”), by and amongTMCR USA Operations Inc., the Company, Ironclad Royalties LLC and Mesabi Investments (USA) LLC, atan issue price of $13.00 per Common Share, both of which closed on June1, 2026, (iii)24,999 CommonShares issued to certain vendors of the Company as payment for services to the Company (the “ServiceShares”) and (iv)77,889 Commitment Fee Shares issued in satisfaction of the commitment fee due to YAIIPN,Ltd. pursuant to the Standby Equity Purchase Agreement between the Company and YAII PN,Ltd.dated as of July18, 2025 (the “Commitment Fee Shares” and, together with the PIPE Shares and theRoyalty Acquisition Shares and the Service Shares, the “Resale Shares”). We are registering the offer and sale of the Resale Shares described above to satisfy certain registrationrights we have granted pursuant to the PIPE Subscription Agreements and the Royalty Purchase Agreement.We are registering these Resale Shares for resale by the Selling Shareholders named in this prospectus, ortheir transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the sharesas a gift, distribution, or other non-sale related transfer. The Selling Shareholders may offer all or part of thesecurities for resale from time to time through public or private transactions, at either prevailing marketprices or at privately negotiated prices. These Resale Shares are being registered to permit the SellingShareholders to sell securities from time to time, in amounts, at prices and on terms determined at the timeof offering. The Selling Shareholders may sell these securities through ordinary brokerage transactions,directly to market makers of our shares or through any other means described in the section titled “Plan ofDistribution”. In connection with any sales of Resale Shares offered hereunder, the Selling Shareholders,any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters”within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). All of the Resale Shares offered by the Selling Shareholders pursuant to this prospectus will be sold bythe Selling Shareholders for their respective accounts. We will not receive any of the proceeds from suchsales. We qualify as an “emerging growth company” as defined in the Securities Act and, as such, we mayelect to comply with certain reduced reporting requirements. See “Prospectus Summary-Implications ofBeing an Emerging Growth Company.” Our Common Shares are listed on the Nasdaq Capital Market under the symbol “TMCR.” On June23,2026, the last reported sales price of our Common Shares on the Nasdaq Capital Market was $8.05. Investing in our Common Shares involves risks. See “Risk Factors” beginning on page22to read aboutfactors you should consider before buying our Common Shares. Neither the Securities and Exchange Commission nor any other regulatory body or state securitiescommission has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense. Prospectus dated June24, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY5THE OFFERING13GLOSSARY14RISK FACTORS22CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS38MARKET AND INDUSTRY DATA40TRADEMARKS, SERVICE MARKS, COPYRIGHTS, AND TRADENAMES41USE OF PROCEEDS42DIVIDEND POLICY43SELLING SHAREHOLDER44CAPITALIZATION48DESCRIPTION OF INDEBTEDNESS49BUSINESS51CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS87PRINCIPAL SHAREHOLDERS91DESCRIPTION OF SHARE CAPITAL93MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S.HOLDERS101MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS106ELIGIBILITY FOR INVESTMENT110PLAN OF DISTRIBUTION111EXPENSES OF THE OFFERING113LEGAL MATTERS114EXPERTS114ENFORCEMENT OF CIVIL LIABILITIES114WHERE YO