The Metals Royalty Co Inc美股招股说明书(2026-07-08版)

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”), byour shareholders identified in this prospectus (the “Registered Shareholders”) in connection with our direct listing (the “DirectListing”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by anyinvestment bank. The Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus, as and to theextent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Capital Market atprevailing market prices. See “Plan of Distribution”. If the Registered Shareholders choose to sell their Common Shares, wewill 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 onwhich (i)all of the Common Shares offered hereunder may be resold by the Registered Shareholders without registration andwithout regard to any volume or manner-of-sale limitations by reason of Rule144 under the Securities Act of 1933, as amended(the “Securities Act”), and at least 90days have passed since the effective date of the registration statement or (ii)all of theCommon Shares offered hereunder have been sold pursuant to this prospectus or Rule144 under the Securities Act or any otherrule of similar effect. Of the 55,061,113Common Shares covered by this prospectus and held by the Registered Shareholders, upto 10,954,251Common Shares being registered hereunder may be freely sold upon effectiveness of the registration statement,up to 9,954,251Common Shares may be sold from time to time in reliance on Rule144 or other exemptions from registrationonce the applicable holding period and other conditions (including that we have been subject to the reporting requirements of theExchange Act of 1934, as amended, for at least 90days) have been satisfied, and 44,106,862Common Shares held byRegistered Shareholders are subject to contractual lock-up agreements described elsewhere in this prospectus and may not besold 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 withcertain 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 July 7, 2026, the last reportedsales price of our Common Shares on the Nasdaq Capital Market was $6.17. Investing in our Common Shares involves risks. See “Risk Factors” beginning on page20to read about factors you shouldconsider before buying our Common Shares. Neither the Securities and Exchange Commission nor any other regulatory body or state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY4GLOSSARY12RISK FACTORS20CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS36MARKET AND INDUSTRY DATA38TRADEMARKS, SERVICE MARKS, COPYRIGHTS, AND TRADENAMES39USE OF PROCEEDS40DIVIDEND POLICY41CAPITALIZATION42DESCRIPTION OF INDEBTEDNESS43BUSINESS45CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS81PRINCIPAL AND REGISTERED SHAREHOLDERS85DESCRIPTION OF SHARE CAPITAL89SHARES ELIGIBLE FOR FUTURE SALE97MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S.HOLDERS100MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS105ELIGIBILITY FOR INVESTMENT109PLAN OF DISTRIBUTION110EXPENSES OF THE DIRECT LISTING111LEGAL MATTERS112EXPERTS112ENFORCEMENT OF CIVIL LIABILITIES112WHERE YOU CAN FIND ADDITIONAL INFORMATION112INCORPORATION OF CERTAIN INFORMATION BY REFERENCE114APPENDIX AA-1APPENDIX BB-1APPENDIX CC-1 You should rely only on the information contained in this prospectus or contained in any free writingprospectus we have prepared and filed with the Securities and Exchange Commission (the “SEC”). Neitherwe nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. The Registered Shareholders are offering tosell, and seeking offers to buy, Common Shares, but only under circumstances and in jurisdictions where itis lawful to do so. The information contained in this prospectus is current only as of its date, regardless ofthe time of delivery of this prospectus or of any sale of our Common Shares. Our business, financialcondition, 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 doneanything that would permit the use or