The Metals Royalty Co Inc美股招股说明书(2026-08-27版)

6,843,952 Common Shares This prospectus supplement No. 1 updates and amends the prospectus dated June 24, 2026 of The Metals Royalty Company Inc.(the “Company”) (the “prospectus”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-296941), which relates to the registration of the resale of 6,843,952 of our common shares by our shareholders identified in theprospectus. This prospectus supplement No. 1 is being filed to update, amend and supplement the information previously included in theprospectus with the information attached to this prospectus supplement No. 1 contained in the Form 6-K furnished to the Securitiesand Exchange Commission (the “SEC”) on August 10, 2026 and the Form 6-K furnished to the SEC on August 26, 2026. You shouldread this prospectus supplement No. 1 together with the prospectus, which is to be delivered with this prospectus supplement No. 1. Our Common Shares are traded on the Nasdaq under the symbol “TMCR.” On August 26, 2026, the last reported sale price of ourCommon Shares on the Nasdaq was $6.08 per share. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of thesesecurities, or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is August 27, 2026. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, including the reports on Form 6-K attached hereto, contains forward-looking statements regarding,among other things, our business strategies, financial condition, operating results, and future plans. These statements are based on thecurrent expectations, estimates, and assumptions of our management and are not guarantees of future performance. Forward-lookingstatements are inherently subject to risks, uncertainties, and other factors, many of which are beyond our control. As a result, actualoutcomes and results may differ materially from those expressed or implied in these statements. Forward-looking statements generally relate to future events or our future financial or operating performance and may be identified byterminology such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “plan,” “may,” “will,” “should,” “forecast,” or similarexpressions. Forward-looking statements in this prospectus supplement include, but are not limited to, statements regarding: the sources and timing of potential revenue from the NORI Royalty as well as the timing and amount of estimated futureproduction related to the NORI Property;the timing of TMC’s exploration license and commercial recovery permit application review by NOAA under DSHMRA, and anyother assumptions regarding permitting timelines, including both under the ISA and the DSHMRA;the Notes, the Term Loan and the Warrants (each as defined in the Report on Form 6-K furnished to the SEC on August 26, 2026),including our ability to pay interest and principal on the Notes and the Term Loan when due, to comply with the covenants,including the financial covenants, contained in the Indenture and the Loan Agreement (each as defined in such Form 6-K), and toextend, refinance or repay the Term Loan at maturity, and our use of the net proceeds of the Notes and the Term Loan;the consequences of an event of default under the Indenture or the Loan Agreement, including the acceleration of ourindebtedness, the payment of the redemption premium on the Notes upon acceleration and the exercise of remedies by our securedcreditors against the collateral securing the Notes and the Term Loan, which includes our royalty interests;the conversion of the Notes and the exercise of the Warrants, the resulting dilution to our shareholders, and our ability to satisfyour obligations under the Registration Rights Agreement (as defined in such Form 6-K), including the payment of additionalinterest on the Notes if we fail to do so;the supply and demand for nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks,copper and manganese ores;the future prices of nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copperand manganese ores;government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations;assumptions regarding our ability to acquire additional royalty, stream or similar interests in seafloor or other areas under U.S. orU.S. aligned jurisdictions;our plans to mitigate our material weakness in our internal control over financial reporting;our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto;our business and future activities;our status as a foreign private issuer; our status as an emerging growth company;the effect on us of any changes to existing or new legislation or policy or gover