Metals Royalty Co Inc.

The Metals Royalty Company Inc. (TMCR), incorporated in British Columbia on October 27, 2022, is a royalty company focused on acquiring and managing critical metals and mineral royalties, streams, and similar interests to support North American mineral security for energy, defense, and re-industrialization. Its sole material asset is a 2.0% gross overriding royalty on metals and minerals from The Metals Company's NORI Property, a polymetallic nodule project in the Clarion-Clipperton Zone covering 74,830 km², acquired in 2023 for $14.1 million in cash and shares. The NORI Property is in development stage with no commercial production or permits as of the filing date; TMC anticipates first production from NORI Area D in Q4 2027 subject to permits. TMCR has no royalty revenue to date and reported net losses from continuing operations of $857,104 for 2024 and $5,880,335 for 2023, with pro forma cash of $9.0 million as of September 30, 2025. This Form F-1 registration enables a direct listing on Nasdaq Capital Market, registering up to 55,061,113 common shares held by existing shareholders for resale, with no new proceeds to the company. The listing supports TMCR's strategy to expand its royalty portfolio using capital markets, leveraging U.S. policy tailwinds for offshore critical minerals amid growing demand for nickel, copper, cobalt, and manganese in EVs and defense applications.

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