Metals Royalty Co Inc 6-K, filed Aug 10, 2026
Metals Royalty Co Inc. (TMCR)
About this 6-K
Metals Royalty Co Inc filed this 6-K on August 10, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
August, 2026
Commission File Number: 001-43208
The Metals Royalty Company Inc.
1900 Dome Tower
333 7th Ave SW
Calgary, AB, T2P 2Z1
British Columbia, Canada
(403) 984-1941
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Metals Royalty Company Inc. | ||
| By: | /s/ Donald Sewell | |
| Name: | Donald Sewell | |
| Title: | President & Chief Financial Officer | |
Date: August 10, 2026
Exhibit 99.1
The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Net Income / (Loss) and Comprehensive Income / (Loss)
(Expressed in US dollars)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| General and administrative expenses | 11 | $ | 2,618,033 | $ | 259,828 | $ | 7,282,994 | $ | 336,642 | |||||||||
| Share-based compensation expenses | 7, 8 | 3,481,743 | — | 9,582,261 | 39,931 | |||||||||||||
| Total operating expenses | 6,099,776 | 259,828 | 16,865,255 | 376,573 | ||||||||||||||
| Operating loss | (6,099,776 | ) | (259,828 | ) | (16,865,255 | ) | (376,573 | ) | ||||||||||
| Other income / (expenses) | ||||||||||||||||||
| Finance costs / (income), net | 12 | 521,982 | (11,246 | ) | (31,496 | ) | (27,777 | ) | ||||||||||
| Net loss from continuing operations | (6,621,758 | ) | (248,582 | ) | (16,833,759 | ) | (348,796 | ) | ||||||||||
| Net income from discontinued operations | 15 | — | 219,422 | — | 412,990 | |||||||||||||
| Net income / (loss) and comprehensive income / (loss) | $ | (6,621,758 | ) | $ | (29,160 | ) | $ | (16,833,759 | ) | $ | 64,194 | |||||||
| Net income / (loss) per share | ||||||||||||||||||
| Continuing operations, basic and diluted | $ | (0.12 | ) | $ | (0.01 | ) | $ | (0.31 | ) | $ | (0.01 | ) | ||||||
| Discontinued operations, basic and diluted | $ | — | $ | 0.01 | $ | — | $ | 0.01 | ||||||||||
| Weighted average number of shares outstanding, basic and diluted | 57,309,846 | 42,913,463 | 54,534,081 | 42,913,463 | ||||||||||||||
See accompanying notes to the financial statements
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The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in US dollars)
| Note | June 30, 2026 | December 31, 2025 | ||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash | $ | 11,790,751 | $ | 18,366,604 | ||||||
| Accounts receivable | — | 235,230 | ||||||||
| Prepaid expenses | 5 | 1,107,948 | 198,164 | |||||||
| Related party receivable | 10 | — | 53,500 | |||||||
| Total current assets | 12,898,699 | 18,853,498 | ||||||||
| Non-current assets: | ||||||||||
| Computer equipment | 23,028 | 13,565 | ||||||||
| Deposit paid | 5 | 10,000,000 | — | |||||||
| Derivative asset | 5 | 18,884,000 | — | |||||||
| Royalty and streaming interests | 5 | 128,509,222 | 14,081,250 | |||||||
| Total assets | $ | 170,314,949 | $ | 32,948,313 | ||||||
| Liabilities | ||||||||||
| Current liabilities: | ||||||||||
| Accounts payable and accrued liabilities | $ | 7,166,264 | $ | 1,762,773 | ||||||
| Current portion of long-term debt | 6 | 556,995 | — | |||||||
| Total current liabilities | 7,723,259 | 1,762,773 | ||||||||
| Long-term debt | 6 | 41,736,718 | — | |||||||
| Total liabilities | 49,459,977 | 1,762,773 | ||||||||
| Shareholders’ Equity | ||||||||||
| Share capital | 7 | 139,559,340 | 35,471,363 | |||||||
| Contributed surplus | 3,096,741 | 681,527 | ||||||||
| Accumulated deficit | (21,801,109 | ) | (4,967,350 | ) | ||||||
| Total shareholders’ equity | 120,854,972 | 31,185,540 | ||||||||
| Total liabilities and shareholders’ equity | $ | 170,314,949 | $ | 32,948,313 | ||||||
See accompanying notes to the financial statements
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The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in US dollars)
| Note | June 30, 2026 | June 30, 2025 | ||||||||
| Cash flows from / (used in) operating activities: | ||||||||||
| Net income / (loss) | $ | (16,833,759 | ) | $ | 64,194 | |||||
| Less: Net income from discontinued operations | — | (412,990 | ) | |||||||
| Net loss from continuing operations | (16,833,759 | ) | (348,796 | ) | ||||||
| Adjustments to reconcile net loss to net cash from / (used in) operating activities: | ||||||||||
| Share-based compensation | 8 | 9,582,261 | 39,931 | |||||||
| Depreciation | 2,252 | — | ||||||||
| Amortization of deferred financing costs | 12 | 155,477 | — | |||||||
| Changes in operating assets and liabilities: | ||||||||||
| Accounts payable and accrued liabilities | 5,403,491 | 226,698 | ||||||||
| Other operating assets and liabilities | (621,054 | ) | (13,458 | ) | ||||||
| Cash flows used in operating activities – continuing operations | (2,311,333 | ) | (95,625 | ) | ||||||
| Cash flows from operating activities – discontinued operations | — | 599,610 | ||||||||
| Cash flows from / (used in) operating activities | (2,311,333 | ) | 503,985 | |||||||
| Cash flows used in investing activities: | ||||||||||
| Acquisition of royalty interest | 5 | (125,811,972 | ) | — | ||||||
| Deposit paid related to potential acquisition of royalty interest | 5 | (10,000,000 | ) | — | ||||||
| Purchase of computer equipment | (11,715 | ) | — | |||||||
| Cash flows used in investing activities – continuing operations | (135,823,687 | ) | — | |||||||
| Cash flows used in investing activities | (135,823,687 | ) | — | |||||||
| Cash flows from / (used in) financing activities: | ||||||||||
| Proceeds from equity raise, net of expenses | 7 | 74,246,077 | — | |||||||
| Proceeds from subscription receipts converted to common shares, net of expenses | 7 | 15,501,773 | — | |||||||
| Proceeds from debt financing, net of expenses | 6 | 42,138,236 | — | |||||||
| Return of capital | — | (1,072,837 | ) | |||||||
| Withholding taxes paid on settlement of equity awards | (326,920 | ) | — | |||||||
| Cash flows from financing activities – continuing operations | 131,559,166 | — | ||||||||
| Cash flows from financing activities | 131,559,166 | — | ||||||||
| Change in cash for the period | (6,575,853 | ) | (568,852 | ) | ||||||
| Cash at beginning of the period | 18,366,604 | 1,395,234 | ||||||||
| Cash at end of the period | $ | 11,790,751 | $ | 826,382 | ||||||
See accompanying notes to the financial statements
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The Metals Royalty Company Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in US dollars)
| Note | Number of shares | Share capital | Contributed surplus | Accumulated deficit | Total shareholders’ equity | |||||||||||||||||
| Balance, January 1, 2026 | 50,926,632 | $ | 35,471,363 | $ | 681,527 | $ | (4,967,350 | ) | $ | 31,185,540 | ||||||||||||
| Issuance of shares on equity raise, net of expenses | 5, 7 | 6,164,141 | 74,246,077 | — | — | 74,246,077 | ||||||||||||||||
| Issuance of shares related to royalty acquisition, net of expenses | 5, 7 | 576,923 | 7,500,000 | — | — | 7,500,000 | ||||||||||||||||
| Issuance of shares upon conversion of subscription receipts, net of expenses | 7 | 3,134,481 | 15,501,773 | — | — | 15,501,773 | ||||||||||||||||
| Issuance of shares to consultants | 7 | 1,024,999 | 5,350,000 | — | — | 5,350,000 | ||||||||||||||||
| Issuance of shares to Yorkville | 7 | 77,889 | 1,000,000 | — | — | 1,000,000 | ||||||||||||||||
| Settlement of PSUs | 8 | 139,664 | 490,127 | (817,047 | ) | — | (326,920 | ) | ||||||||||||||
| Share-based compensation | 8 | — | — | 3,232,261 | — | 3,232,261 | ||||||||||||||||
| Comprehensive loss | — | — | — | (16,833,759 | ) | (16,833,759 | ) | |||||||||||||||
| Balance, June 30, 2026 | 62,044,729 | $ | 139,559,340 | $ | 3,096,741 | $ | (21,801,109 | ) | $ | 120,854,972 | ||||||||||||
| Note | Number of shares | Share capital | Contributed surplus | Accumulated deficit | Total shareholders’ equity | |||||||||||||||||
| Balance, January 1, 2025 | 42,913,463 | $ | 26,046,222 | $ | 1,435,216 | $ | (6,082,701 | ) | $ | 21,398,737 | ||||||||||||
| Return of capital | — | (1,072,837 | ) | — | — | (1,072,837 | ) | |||||||||||||||
| Share-based compensation | 8 | — | — | 39,931 | — | 39,931 | ||||||||||||||||
| Comprehensive income | — | — | — | 64,194 | 64,194 | |||||||||||||||||
| Balance, June 30, 2025 | 42,913,463 | $ | 24,973,385 | $ | 1,475,147 | $ | (6,018,507 | ) | $ | 20,430,025 | ||||||||||||
See accompanying notes to the financial statements
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The Metals Royalty Company Inc.
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026 and 2025
| 1. | Organization of the corporation |
The Metals Royalty Company Inc. (the “Company”), was incorporated in British Columbia effective October 27, 2022. The Company’s registered office is located at 3500 – 1133 Melville St., Vancouver, BC V6E 4E5. In September 2025, the Company changed its name from Low Carbon Royalites Inc. to The Metals Royalty Company Inc.
The primary business of the Company is to receive royalty revenue from natural resources properties as reserves are produced by operators over the economic life of the properties. The Company is focused on the acquisition and management of critical metals and mineral royalties, streams and other similar interests. The Company is focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and reindustrialization. The Company aims to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain.
On April 8, 2026, the Company completed its direct listing on the Nasdaq Capital Market (“Nasdaq”), and its common shares commenced trading on Nasdaq under the ticker symbol “TMCR”.
Spin-Out
On August 19, 2025, the Company’s Board of Directors approved the spin-out of the Company’s Oil and Gas business, which primarily consists of royalty interests. On August 29, 2025, the Company formed 1554997 B.C. Ltd., a new wholly owned subsidiary which was utilized to execute the spin-out of the Oil and Gas business. On September 11, 2025 the Company entered into an assignment and assumption agreement with 1554997 B.C. Ltd (the “Contribution Agreement”), to contribute the Company’s royalty interests in the Maria Conchita Block and SN-9 Block, in Colombia, to such subsidiary in anticipation of distributing the shares of such subsidiary to the Company’s existing shareholders as a return of capital (the “Spin-Out”). The Contribution Agreement was amended on December 18, 2025. The Spin-Out was consummated on December 18, 2025, and the Company no longer has any interest in the Oil and Gas business, and 1554997 B.C. Ltd. ceased to be a subsidiary of the Company.
The Company met the criteria for classifying the Oil and Gas business as a discontinued operation as of September 30, 2025. Accordingly, unless otherwise indicated, the statements of income / (loss) and comprehensive income / (loss) and statements of cash flows have been adjusted for all periods presented. The statements of financial position and statements of changes in shareholders’ equity have not been adjusted. See Note 15 for further information.
| 2. | Basis of preparation |
The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting (“IAS 34”) under IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and apply the same material accounting policy information and application as disclosed in the annual financial statements for the year ended December 31, 2025. They do not include all of the information and disclosures required by IFRS in the annual financial statements. For further information, see the Company’s annual financial statements including the notes thereto for the year ended December 31, 2025. The Company has prepared these financial statements on the basis that it will continue to operate as a going concern.
The financial statements were approved and authorized by the Company’s Board of Directors on August 10, 2026.
| (a) | Basis of measurement: |
The financial statements have been prepared on the historical cost basis except for the share-based payment transactions and derivative assets and derivative liabilities that have been measured at fair value.
| (b) | Principles of consolidation: |
The consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries: TMCR Operations Inc., TMCR USA Holdings Inc., and TMCR USA Operations Inc. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.
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| (c) | Functional and presentation currency: |
These financial statements are presented in US dollars, which is the functional currency of the Company and its subsidiaries.
| (d) | Foreign currency transactions and balances: |
Foreign currency transactions are measured into the functional currency of the Company and its subsidiaries, using the exchange rate prevailing at the date of the transaction (spot exchange rates). Foreign exchange gains and losses resulting from the settlement of such transactions and the re-measurement of monetary items at the date of the statements of financial position are recognized in net income / (loss). Non-monetary items are not re-measured and are recorded at historical exchange rates.
| (e) | New and amended standards and interpretations |
On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7. These amendments clarify the date of recognition and derecognition of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. The amendments also added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments did not have a material impact on the Company’s financial statements.
| 3. | Use of judgments, estimates and assumptions |
The preparation of the Company’s unaudited condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Therefore, actual results may differ from these estimates and assumptions.
In particular, the areas which require management to make significant judgments, estimates and assumptions in determining carrying values were the same as those applied to the Company’s financial statements for the year ended December 31, 2025, except as described below.
| (a) | Embedded derivative |
The Mesabi Royalty Transaction, as defined below, entitles the Company to a royalty calculated as the greater of (i) a stated percentage of the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price and (ii) a fixed minimum price per metric tonne of production (the revenue floor). The Company has determined that the revenue floor is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. Because the host contract is not measured at fair value through profit or loss (“FVTPL”), the revenue floor is separated from the host contract and accounted for as a stand-alone derivative asset recognized at FVTPL.
The fair value of the embedded derivative is subject to significant estimates including the forecast pellet prices, expected annual production volumes, the volatility of the index price, and the discount rate applied. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivative asset in future periods.
| 4. | Recent accounting pronouncements |
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.
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IFRS 18 — Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim consolidated financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.
| 5. | Royalty and streaming interests |
| Royalty and Streaming Interests | ||||||||||||
| Oil and Gas | Metal and Minerals | Total | ||||||||||
| Cost | ||||||||||||
| As of January 1, 2025 | $ | 6,576,211 | $ | 14,081,250 | $ | 20,657,461 | ||||||
| Reclassification to held for sale | (6,576,211 | ) | — | (6,576,211 | ) | |||||||
| As of December 31, 2025 | — | 14,081,250 | 14,081,250 | |||||||||
| Additions | — | 114,427,972 | 114,427,972 | |||||||||
| As of June 30, 2026 | $ | — | $ | 128,509,222 | $ | 128,509,222 | ||||||
| Accumulated depletion and impairment | ||||||||||||
| As of January 1, 2025 | $ | (848,919 | ) | $ | — | $ | (848,919 | ) | ||||
| Depletion | (156,908 | ) | — | (156,908 | ) | |||||||
| Reclassification to held for sale | 1,005,827 | — | 1,005,827 | |||||||||
| As of December 31, 2025 | — | — | — | |||||||||
| As of June 30, 2026 | $ | — | $ | — | $ | — | ||||||
| Carrying value as of December 31, 2025 | $ | — | $ | 14,081,250 | $ | 14,081,250 | ||||||
| Carrying value as of June 30, 2026 | $ | — | $ | 128,509,222 | $ | 128,509,222 | ||||||
On May 6, 2026, the Company entered into a royalty purchase agreement (the “Royalty Purchase Agreement”) with Ironclad Royalties LLC and Mesabi Investments (USA) LLC (collectively, “Mesabi”) to acquire an indexed gross production revenue royalty (with a revenue floor) on direct reduction-grade (“DR-Grade”) iron ore pellets produced from Mesabi’s iron ore project (the “Mesabi Property”) located in Nashwauk, Minnesota (the “Mesabi Royalty Transaction”). The total purchase price was $132.5 million, comprising $125.0 million in cash and $7.5 million in common shares of the Company at $13.00 per common share (note 7). Upon execution of the definitive agreement, the Company paid a deposit of $15.0 million to Mesabi (the “Transaction Deposit”). The Company had an option to purchase an additional 1.0% royalty within 45 days of the closing of the Transaction (the “Additional Purchased Royalty”).
On May 29, 2026, the Company exercised its option to acquire the Additional Purchased Royalty pursuant to the Royalty Purchase Agreement. The remaining $10.0 million of the Transaction Deposit will be credited against the cash consideration due and owing at the closing of the Additional Purchased Royalty, if completed. Otherwise, the remaining portion of the Transaction Deposit will not be refunded to the Company, except in the limited circumstances described in the Royalty Purchase Agreement. The aggregate purchase price for the Additional Purchased Royalty is $132.5 million.
The Mesabi royalty is an indexed gross production revenue royalty (with a revenue floor) on DR Grade iron ore pellets, calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price (the “Mesabi Royalty”). Indexed gross production revenue royalties are based on the volume of a defined product produced, applied at a percentage rate to a published commodity price index (typically with a contractual floor, and in some cases, ceiling). The Mesabi Royalty entitles the Company to a base royalty rate of 1.0% of gross revenue from the annual production of DR-Grade iron ore pellets from the Mesabi Property, subject to a floor of $1.50 per million tonnes, applies to a volume amount of up to 8.5 million tonnes per annum (“Mtpa”). Once annual production in any calendar year exceeds 8.5 million Mtpa, gross revenue from such overage is subject to separate royalty of 0.25%, subject to a floor of $0.375 per million tonnes. Following cumulative production of 170 million tonnes, the base and overage royalty would step down to 0.25% on production up to 8.5 Mtpa, subject to a floor of $0.375 per million tonnes, and 0.0625% on production above 8.5 Mtpa, subject to a floor of $0.09375 per million tonnes.
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On June 1, 2026, the Company completed the Mesabi Royalty Transaction. The $125.0 million cash portion of the consideration for the Mesabi Royalty Transaction was funded by net proceeds from the issuance of shares in a private placement (note 7), the initial drawdown under the senior secured credit facility (note 6), and $5.0 million of the Transaction Deposit previously paid by the Company at signing of the Royalty Purchase Agreement being applied to the purchase price with the balance of $10.0 million remaining outstanding.
The Company has determined that the revenue floor in the Mesabi Royalty is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. In addition, because the host contract is not measured at FVTPL, the embedded derivative must be separated from the intangible asset and accounted for as a stand-alone derivative asset at FVTPL on initial recognition and subsequently remeasured at fair value. As a result, the total consideration of $132.5 million was allocated between the embedded derivative, recognized at fair value of $18.9 million, and the intangible asset, recognized at cost as the residual amount of $113.6 million. Costs directly attributable to the acquisition of $0.8 million were capitalized to the intangible asset and are not attributed to the embedded derivative.
On February 21, 2023, the Company acquired a 2.00% gross overriding royalty (the “NORI Royalty”) from Nauru Ocean Resources, Inc. ("NORI"), a wholly owned subsidiary of The Metals Company Inc. ("TMC"). TMC has an option (the “First Royalty Repurchase Option”) to purchase 50% of the NORI Royalty between February 21, 2025 and February 21, 2030 by making a payment (the “First Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the First Repurchase Payment is made, would provide an agreed rate of return. If the First Royalty Repurchase Option is exercised and TMC is not in default of its payment obligations under the NORI Royalty, TMC has an option to purchase an additional 25% of the original NORI Royalty, exercisable between February 21, 2028 and February 21, 2033, by making a payment (the “Second Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the Second Repurchase Payment is made, would provide an agreed rate of return.
| 6. | Long-term debt |
| June 30, 2025 | December 31, 2025 | |||||||
| Balance, beginning of period | $ | — | $ | — | ||||
| Drawdown | 44,559,585 | — | ||||||
| Deferred financing costs and original issue discount | (2,265,872 | ) | — | |||||
| Balance, end of period | 42,293,713 | — | ||||||
| Less: current portion: | (556,995 | ) | — | |||||
| Long-term portion | $ | 41,736,718 | $ | — | ||||
On June 1, 2026, in connection with the Mesabi Royalty Transaction, the Company entered into a loan agreement (the “Loan Agreement”) where the lender agreed to make available to the Company an aggregate principal amount of $51.8 million. The Loan Agreement has a senior secured term loan facility in the principal amount of $44.6 million (the “Term Loan Facility”) and a senior secured delayed draw term loan facility in the principal amount of $7.2 million (the “DDTL Facility”). The advances under the Term Loan Facility and DDTL Facility (together, the “Loan Facilities”) are subject to an original issue discount of 3.50%, and bear interest at an initial rate of 9.00% per annum, subject to scheduled increases over the term of the Loan Facilities. The Company is also required to pay a standby fee at a rate of 2.00% per annum on the average daily undrawn portion of the DDTL Facility. The Loan Facilities mature 36 months after the funding date, or June 1, 2029, and are secured by a first-priority security interest in substantially all of the Company’s assets, and a first-priority pledge of the equity interests of the Company’s subsidiaries. The Company has a requirement to maintain a minimum balance of unrestricted cash of $5.0 million from June 1, 2026 until May 31, 2028, and $15.0 million commencing on June 1, 2028 until the Loan Facilities are repaid in full.
On June 1, 2026, the Company drew the full $44.6 million principal available under the Term Loan Facility. After adjusting for the original issue discount (“OID”) of $1.6 million and financing costs of $0.9 million, the net proceeds from the Term Loan Facility was $42.1 million. The DDTL Facility remained undrawn as at June 30, 2026, and is available only to fund the Additional Purchased Royalty. The Company is required to make scheduled monthly principal payments in an amount equal to one-twelfth of fifteen percent of the original principal amount of the Loan Facilities starting in the thirteenth month following June 1, 2026.
8
The Company may, at its option, prepay all or any portion of the outstanding principal amount under the Loan Facilities at any time, in whole or in part (provided that if in part, in an amount not less than $2.5 million), together with accrued and unpaid interest on the amount prepaid through the date of prepayment, subject to the payment of a customary make-whole or prepayment premium as set forth in the Loan Agreement. The Loan Agreement also requires mandatory prepayment of the outstanding loans, together with accrued and unpaid interest and any applicable prepayment premium, upon the occurrence of certain events, including (i) asset sales and other dispositions outside the ordinary course of business above customary thresholds, subject to customary reinvestment rights; (ii) incurrence of indebtedness for borrowed money that is not permitted under the Loan Agreement; (iii) receipt of insurance proceeds and condemnation proceeds above customary thresholds, subject to customary reinvestment rights; (iv) a change of control of the Company; and (v) receipt of proceeds from capital raises, in certain circumstances, as more particularly set out in the Loan Agreement. The full outstanding principal balance, together with accrued and unpaid interest, is due in cash on the maturity date.
Except for scheduled amortization payments, any repayment of principal occurring on or before the 24-month anniversary of the June 1, 2026 closing date is subject to a prepayment fee equal to a prepayment multiple of 0.15 in year one and 0.30 in year two of the principal repaid, less interest and OID previously paid on that principal.
If the principal amount is repaid in full on or before the 24-month anniversary, an additional fee applies, equal to the greater of zero and the amount by which the prepayment multiple applied to the original principal exceeds all OID, interest, and prepayment fees already paid. Repayments occurring after the 24-month anniversary are instead subject to a call premium, starting at 5.00% and increasing by a further 1.00% each quarter thereafter if the principal remains outstanding through the 36-month anniversary.
The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at June 1, 2026 and June 30, 2026, the fair value of the prepayment option was nil.
As at June 30, 2026, the Company was in compliance with its financial covenants.
| 7. | Shareholders’ equity |
Standby Equity Purchase Agreement
In July 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”). Under the SEPA, upon the public listing of the Company’s shares and the close of the subsequent receipt financing, Yorkville is committed to buying up to $100.0 million of the Company’s common shares during the 36 months following the effective date of the SEPA. The Company, at its sole discretion, has the right, but not the obligation, to sell to Yorkville common shares at 96% – 97% of market price. The obligation to purchase shares is limited by i) Yorkville’s ownership limitation of 4.99% of the common shares ii) the number of registered common shares of the Company, and iii) the shares issued under the SEPA cannot exceed 19.99% of the issued and outstanding common shares of the Company.
Common shares
On February 12, 2026, the Board of Directors approved the grant of 1,000,000 unrestricted share awards pursuant to the Company’s equity incentive plan (the “LTIP”) to a consultant of the Company. Accordingly, the Company issued 1,000,000 common shares of the Company at a deemed issue price of US$5.00 per share for past consulting services, with immediate vesting. In May 2026, the Board of Directors approved the issuance of 24,999 common shares of the Company to consultants at $14.00 per share for past consulting services. On June 3, 2026, the Company issued 77,889 common shares to Yorkville at $12.84 per share as consideration for the commitment fees payable under the SEPA. The Company recorded a share-based compensation expense of $1.4 million for the three months and $6.4 million for the six months ended June 30, 2026 related to these share issuances.
On March 23, 2026, the Nasdaq granted conditional approval to list our common shares under the symbol “TMCR”. As a result, the escrow release requirements related to the subscription receipts were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.
9
On May 19, 2026, the Company issued 139,664 common shares in connection with the vesting of performance share units (note 8).
On June 1, 2026, concurrent with the closing of the Mesabi Royalty Transaction, the Company issued and sold 6,164,141 common shares in a private placement to certain institutional and accredited investors at $13.00 per common share for aggregate gross proceeds of approximately $80.1 million (the “PIPE Financing”). The Company incurred issuance costs of $5.9 million in connection with the PIPE Financing. In addition, the Company issued 576,923 common shares at $13.00 per common share to Ironclad Royalties LLC to satisfy the share consideration payable of $7.5 million under the Mesabi Royalty Transaction (note 5).
| 8. | Share-based compensation |
Stock options
The following table summarizes the stock option activity for the six months ended June 30, 2026:
| Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (In Years) | ||||||||||
| Outstanding as of January 1, 2025 | 3,950,000 | $ | 0.65 | 7.65 | ||||||||
| Granted | 872,250 | 5.00 | 9.37 | |||||||||
| Exercised | (3,950,000 | ) | 0.65 | 6.68 | ||||||||
| Outstanding as of December 31, 2025 | 872,250 | $ | 5.00 | 9.37 | ||||||||
| Outstanding as of June 30, 2026 | 872,250 | $ | 5.00 | 9.37 | ||||||||
| Exercisable as of June 30, 2026 | — | $ | — | — | ||||||||
The Company recognized share-based compensation expense related to stock options for the three and six months ended June 30, 2026 of $0.3 million and $0.6 million, respectively (2025 – $nil and $40 thousand, respectively).
| RSUs |
The following table summarizes the RSU activity for the six months ended June 30, 2026:
| RSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding as of January 1, 2025 | — | $ | — | |||||
| Granted | 909,750 | 5.00 | ||||||
| Outstanding as of December 31, 2025 | 909,750 | $ | 5.00 | |||||
| Outstanding as of June 30, 2026 | 909,750 | $ | 5.00 | |||||
| Exercisable as of June 30, 2026 | — | $ | — | |||||
The Company recognized share-based compensation expense related to RSUs for the three and six months ended June 30, 2026 of $0.8 million and $1.5 million, respectively (2025 - $nil).
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PSUs
The following table summarizes the PSU activity for the six months ended June 30, 2026:
| PSUs | Weighted Average Grant Date Fair Value | |||||||
| Outstanding as of January 1, 2025 | — | $ | — | |||||
| Granted | 659,250 | 2.83 | ||||||
| Outstanding as of December 31, 2025 | 659,250 | $ | 2.83 | |||||
| Granted | 3,000,000 | 0.80 | ||||||
| Vested | (164,812 | ) | (2.83 | ) | ||||
| Outstanding as of June 30, 2026 | 3,494,438 | $ | 1.05 | |||||
| Exercisable as of June 30, 2026 | — | $ | — | |||||
On March 10, 2026, the Board of Directors approved, subject to shareholder approval, the CEO Performance Plan to authorize a single award of 3,000,000 performance share units (“PSUs”) to the Company’s CEO. The plan authorizes the issuance of up to 3,000,000 common shares and does not permit the grant of additional awards. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to the CEO’s continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. PSUs that vested will be settled in either common shares or cash, at the Company’s discretion. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. On March 19, 2026, the shareholders approved the CEO Performance Plan. The fair value of PSUs granted under the CEO Performance Plan was $2.4 million based on a fair value of $0.80 per PSU. The Company estimated the fair value of these PSUs using a Monte Carlo Simulation.
The Company recognized share-based compensation expense related to PSUs for the three and six months ended June 30, 2026 of $1.0 million and $1.1 million, respectively (2025 - $nil).
| 9. | Financial risk management |
The Company’s risk exposures and the impact on the financial instruments are summarized below. There have been no material changes to the risks, objectives, policies and procedures during the six months ended June 30, 2026, with the exception of the items arising from the Loan Facilities (note 6) that the Company entered into on June 1, 2026, as described below.
| (a) | Credit risk: |
Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument and the potential for loss due to the failure of a borrower to repay a loan. Credit risk arises predominantly with respect to the Company’s cash and receivables. As of June 30, 2026, the Company’s maximum credit risk exposure is represented by the respective carrying amounts of the financial assets in the statement of financial position. The Company maintains its cash in a high-quality financial institution and closely monitors its royalty receivable balances.
| (b) | Liquidity risk: |
Liquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands, including debt service payments. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. Management continuously monitors and reviews both actual and forecasted cash flows, including acquisition activities.
The Company expects to meet its future financing requirements, including repayment of the Loan Facilities, by refinancing maturing debt and the issuance of equity when considered appropriate, including the issuance of common shares under the SEPA, once the registration is effective. If the Company fails to make or renegotiate interest or principal payments, comply with its financial covenants, or issue additional equity or debt when required, the Company’s financial condition and results of operations could be materially adversely affected.
| (c) | Commodity price risk: |
Commodity price risk is the risk the Company will encounter fluctuations in its future royalty production revenue with changes in commodity prices. Commodity prices for metals and minerals are influenced by global and regional factors, including levels of supply and demand, weather, and geopolitical factors. The Company does not hedge its commodity price risk.
| (d) | Foreign currency risk: |
Although we report our financial results in United States dollars, certain expenses and potential future investments related to our royalty interests may be denominated in foreign currencies. As a result, we are subject to fluctuations in exchange rates, which could impact the value of our royalty revenues, operating costs, and investment returns. We do not currently engage in hedging activities or enter into derivative contracts to mitigate this exposure. Accordingly, adverse movements in foreign exchange rates could materially affect our financial condition and results of operations.
11
| (e) | Interest rate risk: |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Because the Loan Facilities are financed at fixed interest rates, the Company’s near-term cash flows are not directly exposed to fluctuations in market interest rates.
| (e) | Capital risk management: |
The Company’s primary objective when managing capital is to provide a sustainable return to shareholders through managing and growing the Company’s resource asset portfolio while ensuring capital protection. The Company defines capital as its cash and its outstanding debt, which is managed by the Company’s management subject to approved policies and limits by the Board of Directors.
The Company is subject to financial covenants under its loan agreement. As of June 30, 2026, the Company has cash totaling $11.8 million, and was in compliance with its financial covenants under the loan agreement.
| 10. | Related Party Disclosures |
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company.
The remuneration of the directors and other members of key management personnel during the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash compensation | $ | 467,044 | $ | — | $ | 925,794 | $ | — | ||||||||
| Stock-based compensation | 1,024,924 | — | 1,704,191 | 18,598 | ||||||||||||
| $ | 1,491,968 | $ | — | $ | 2,629,985 | $ | 18,598 | |||||||||
Certain directors and officers subscribed for and purchased 213,847 common shares in connection with the PIPE Financing on substantially the same terms, including the same per-share purchase price of $13.00 as the other investors, for a total subscription price of $2.8 million. TMC subscribed for and purchased 76,923 common shares in connection with the PIPE Financing for a total subscription price of $1.0 million.
As at June 30, 2026, the Company had a related party receivable balance from certain key management personnel of $nil (December 31, 2025 - $54 thousand).
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| 11. | General and administrative expenses |
The Company’s general and administrative expenses incurred for the three and six months ended June 30, 2026 and 2025 are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Direct listing expenses | $ | 401,711 | $ | — | $ | 3,012,466 | $ | — | ||||||||
| Salaries and benefits | 946,600 | 192,276 | 1,698,561 | 195,995 | ||||||||||||
| Office and administrative expenses | 607,791 | 48,267 | 1,244,991 | 97,711 | ||||||||||||
| Legal and accounting expenses | 447,437 | 12,413 | 994,355 | 18,173 | ||||||||||||
| Consulting fees | 66,324 | — | 177,639 | 10,834 | ||||||||||||
| Insurance expense | 148,169 | 6,872 | 154,981 | 13,929 | ||||||||||||
| $ | 2,618,033 | $ | 259,828 | $ | 7,282,994 | $ | 336,642 | |||||||||
| 12. | Finance costs / (income), net |
The Company’s finance costs / (income) incurred for the three and six months ended June 30, 2026 and 2025 are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Interest expense on long-term debt | $ | 366,505 | $ | — | $ | 366,505 | $ | — | ||||||||
| Amortization of deferred financing costs | 155,477 | — | 155,477 | — | ||||||||||||
| Interest income | — | (11,246 | ) | (553,478 | ) | (27,777 | ) | |||||||||
| $ | 521,982 | $ | (11,246 | ) | $ | (31,496 | ) | $ | (27,777 | ) | ||||||
| 13. | Segment reporting |
The Company had two reportable operating segments, Metals and Minerals and Oil and Gas. These operating segments represent components of the Company’s business where separate financial information is available and which are evaluated on a regular basis by the Company’s Chief Executive Officer, who is the Company’s chief decision maker, for purposes of assessing performance. For the three and six months ended June 30, 2025, revenue, cost of sales and gross profit (loss) were derived solely from the Oil and Gas segment, which consists entirely of assets located in Colombia. The Oil and Gas segment was classified as discontinued operations effective September 2025 (see note 1 and note 15).
Royalty and streaming interests as of June 30, 2026 and December 31, 2025 related to Metals and Mining are presented by geographic area based on the location of the operations giving rise to the royalty or streaming interest.
| June 30, 2026 | December 31, 2025 | |||||||
| United States | $ | 114,427,972 | $ | — | ||||
| Pacific Ocean | 14,081,250 | 14,081,250 | ||||||
| Total royalty and streaming interests | $ | 128,509,222 | $ | 14,081,250 | ||||
Continuing operations consisting of the Metals and Minerals segment had no revenues, operating expenses or gross profit for the three and six months ended June 30, 2026 and 2025.
13
Reconciliation of segment gross profit
Operating expenses and interest income are not allocated to individual segments as these are managed on an overall Company basis. The reconciliation between reportable segment gross profit to the Company’s net loss before tax is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Gross profit | $ | — | $ | — | $ | — | $ | — | ||||||||
| General and administrative expenses | (2,618,033 | ) | (259,828 | ) | (7,282,994 | ) | (336,642 | ) | ||||||||
| Share-based compensation expenses | (3,481,743 | ) | — | (9,582,261 | ) | (39,931 | ) | |||||||||
| Finance income / (costs), net | (521,982 | ) | 11,246 | 31,496 | 27,777 | |||||||||||
| Loss from continuing operations before recovery of income taxes | $ | (6,621,758 | ) | $ | (248,582 | ) | $ | (16,833,759 | ) | $ | (348,796 | ) | ||||
| 14. | Commitments and contingencies |
The Company currently does not have any commitments or contingencies as of June 30, 2026.
| 15. | Discontinued operations |
On December 18, 2025, the Company completed the Spin-Out. Net income from discontinued operations of the Oil and Gas business consists of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||||
| Royalty income | $ | — | $ | 273,205 | $ | — | $ | 525,830 | ||||||||
| Cost of Sales | ||||||||||||||||
| Depletion | — | (53,783 | ) | — | (112,840 | ) | ||||||||||
| Net income from discontinued operations | $ | — | $ | 219,422 | $ | — | $ | 412,990 | ||||||||
| 16. | Subsequent events |
Extension of Closing Date for Additional Mesabi Royalty
On July 31, 2026, the Company agreed with Mesabi to extend the closing under the Royalty Purchase Agreement relating to the Company’s option to acquire the Additional Mesabi Royalty in the Project to August 15, 2026, with an option for TMCR to further extend to August 21, 2026.
Share-Based Awards Granted
On July 13, 2026, the Company issued 1,000,000 PSUs and 1,000,000 options under the LTIP to Michael B. Hess, Director and Non-Executive Co-Chairman of the Company. The Company also granted Mr. Hess an inducement bonus of $5.9 million, which was satisfied by awarding Mr. Hess 1,000,000 unrestricted stock awards. As a result, the Company issued 1,000,000 common shares of the Company to Mr. Hess, with immediate vesting. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to the Mr. Hess’ continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. The options awarded to Mr. Hess vest 25% on each of the first, second, third and fourth anniversary of the grant date, has an exercise price of $5.93 per share, and a 10 year term.
On July 13, 2026, the Company issued 4,214 unrestricted stock awards under the LTIP to consultants of the Company. Accordingly, the Company issued 4,214 common shares of the Company for past consulting services with immediate vesting
14
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed interim consolidated financial statements prepared as at and for the three and six months ended June 30, 2026 (the “Q2 2026 Financial Statements”) and the annual financial statements and the notes thereto of the Company for the year ended December 31, 2025. The Q2 2026 Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting. This discussion contains forward-looking statements that involve significant risks and uncertainties including those discussed in our Form 20-F for the year ended December 31, 2025, and our other filings with the Securities and Exchange Commission. Our actual results, performance and achievements could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below. All amounts are shown in U.S. dollars unless otherwise indicated. This MD&A was prepared as of August 10, 2026.
Overview
The Company is engaged in the acquisition and management of critical metal and mineral royalties, streams and other similar interests. The Company is focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and re-industrialization. The Company aims to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain. The Company commenced operations in October 2022 as a British Columbia corporation named Low Carbon Royalties Inc. In September 2025, the Company changed its name to The Metals Royalty Company Inc.
Our royalty-based business model is designed to enable us to participate in the long-term potential cash flows and commodity upside of large-scale, strategically significant critical metals and mineral assets, with reduced exposure to operational, development, or environmental risks typically associated with resource production operations. The Company’s portfolio consists of two royalty interests: (i) a 2.00% gross-overriding royalty (“GORR”) from The Metals Company Inc.’s (“TMC”) wholly owned subsidiary, Nauru Ocean Resources, Inc. (“NORI”) in the Clarion-Clipperton Zone of the north-east Pacific Ocean ( “CCZ”); and (ii) an indexed gross production revenue royalty (with a revenue floor) on direct-reduction-grade (“DR Grade”) iron ore pellets produced from Mesabi Metallics Company LLC’s (“Mesabi Metallics”) iron ore project located in Nashwauk, Minnesota (the “Mesabi Property”). We believe we are well-positioned to benefit from growth in global demand for critical metals and minerals, and the needs of operators for alternative sources of financing to fund their mining and extraction operations.
In August 2025, we entered into the Contribution Agreement, as amended in December 2025, with a former subsidiary, 1554997 B.C. Ltd., to contribute our royalties in respect of NG Energy International Corp.’s operations (the “Oil and Gas Royalties”) to 1554997 B.C. Ltd. in anticipation of distributing the shares of 1554997 B.C. Ltd. to our existing shareholders as a return of capital (the “Spin-Out”). The Spin-Out was consummated on December 18, 2025, and we no longer have any interest in the Oil and Gas Royalties business.
In connection with the Spin-Out, we met the criteria for classifying the Oil and Gas Royalties business as a discontinued operation as of September 30, 2025. Accordingly, unless otherwise indicated, the results of operations have been adjusted for all periods presented to present the Oil and Gas Royalties business as discontinued operations.
Prior to the Spin-Out, our portfolio consisted of metals and minerals and oil and gas royalty and streaming assets. Following the Spin-Out, our metals and minerals royalty and streaming assets solely consist of the NORI royalty.
We do not conduct exploration, development or mining operations on the properties in which we hold interests and we are not required to contribute additional capital costs, exploration costs, environmental costs or other operating costs on these properties.
On April 8, 2026, the Company completed its direct listing on the Nasdaq Capital Market, and its common shares commenced trading on Nasdaq under the ticker symbol “TMCR”.
1
Royalty Portfolio
TMC (Exploration — Critical Minerals — NORI (CZZ)) — 2.00% GORR
In Q3 2024, TMC announced the successful commercial-scale processing of polymetallic nodules, producing calcine.
In April 2025, TMC submitted its application for Commercial Recovery of Deep-Sea Minerals in the High Seas under the US Seabed Mining Code.
In May 2025, TMC announced a $37 million equity investment from strategic investors.
In June 2025, TMC announced a $85.2 million strategic investment from Korea Zinc, a world-leader in non-ferrous metal refining and pCAM technology to advance development of deep-seabed critical minerals for the United States.
In August 2025, TMC announced receipt of notice of full compliance from the National Oceanic and Atmospheric Administration (“NOAA”) on its exploration application and reconfirmation that TMC USA has priority right over both exploration areas. In conjunction with this announcement, TMC announced the world’s first mining reserves for a seafloor polymetallic nodule project with 51 million tonnes (Mt) of probable mineral reserves and expected commercial production to commence in the fourth quarter of 2027.
In January 2026, TMC USA submitted a consolidated application for an exploration license and commercial recovery permit under NOAA’s updated regulatory framework.
On May 1, 2026, TMC announced that the NOAA has determined that the consolidated application submitted by TMC USA for an exploration license and commercial recovery permit under the Deep Seabed Hard Mineral Resources Act is in full compliance with the requirements of the Act and its implementing regulations.
Mesabi (Development — DR Grade Iron Ore Pellets — Minnesota, USA) — 1% Index-Priced Royalty with a Revenue Floor
On May 6, 2026, the Company entered into a royalty purchase agreement (the “Royalty Purchase Agreement”) with Ironclad Royalties LLC and Mesabi Investments (USA) LLC (collectively, “Mesabi”) to acquire an indexed gross production revenue royalty (with a revenue floor) on direct reduction-grade (“DR-Grade”) iron ore pellets produced from Mesabi’s iron ore project (the “Mesabi Property”) located in Nashwauk, Minnesota (the “Mesabi Royalty Transaction”). The total purchase price was $132.5 million, comprising $125.0 million in cash and $7.5 million in common shares of the Company at $13.00 per common share. Upon execution of the definitive agreement, the Company paid a deposit of $15.0 million to Mesabi (the “Transaction Deposit”). The Company had an option to purchase an additional 1.0% royalty within 45 days of the closing of the Transaction (the “Additional Purchased Royalty”).
On May 29, 2026, the Company exercised its option to acquire the Additional Purchased Royalty pursuant to the Royalty Purchase Agreement. The remaining $10.0 million of the Transaction Deposit will be credited against the cash consideration due and owing at the closing of the Additional Purchased Royalty, if completed. Otherwise, the remaining portion of the Transaction Deposit will not be refunded to the Company, except in the limited circumstances described in the Royalty Purchase Agreement. The aggregate purchase price for the Additional Purchased Royalty is $132.5 million.
The Mesabi royalty is an indexed gross production revenue royalty (with a revenue floor) on DR Grade iron ore pellets, calculated by reference to the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price (the “Mesabi Royalty”). Indexed gross production revenue royalties are based on the volume of a defined product produced, applied at a percentage rate to a published commodity price index (typically with a contractual floor, and in some cases, ceiling). The Mesabi Royalty entitles the Company to a base royalty rate of 1.0% of gross revenue from the annual production of DR-Grade iron ore pellets from the Mesabi Property, subject to a floor of $1.50 per million tonnes, applies to a volume amount of up to 8.5 million tonnes per annum (“Mtpa”). Once annual production in any calendar year exceeds 8.5 million Mtpa, gross revenue from such overage is subject to separate royalty of 0.25%, subject to a floor of $0.375 per million tonnes. Following cumulative production of 170 million tonnes, the base and overage royalty would step down to 0.25% on production up to 8.5 Mtpa, subject to a floor of $0.375 per million tonnes, and 0.0625% on production above 8.5 Mtpa, subject to a floor of $0.09375 per million tonnes.
2
On June 1, 2026, we completed the acquisition of the Mesabi Royalty in accordance with the Royalty Purchase Agreement.
On June 30, 2026, the Company provided an update on construction progress at the Mesabi Property following a site visit by Brian Paes-Braga, our Chief Executive Officer. Based on the project progress report prepared by Essar Group, as engineering, procurement and construction contractor, for the period ended May 31, 2026, overall project completion stood at 95.5% as of May 31, 2026, with engineering 99.0% complete, procurement 99.3% complete and construction 91.4% complete. Based on information provided by Mesabi Metallics, the Mesabi Property is reported to be fully financed to first production. We hold a royalty interest in, and do not operate or control, the Mesabi Property, and we have not independently verified the foregoing information, which is derived from information provided by Mesabi Metallics and Essar Group.
On July 31, 2026, the Company agreed with Mesabi to extend the closing under the Royalty Purchase Agreement relating to the Company’s option to acquire the Additional Mesabi Royalty in the Project to August 15, 2026, with an option for TMCR to further extend to August 21, 2026.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
The following table summarizes our results of operations for the three and six months ended June 30, 2026 and 2025. These results take into consideration the classification of the Oil and Gas Royalties business as a discontinued operation.
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||||||||||
| 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | |||||||||||||||||||
| General and administrative expenses | $ | 2,618,033 | $ | 259,828 | $ | 2,358,205 | $ | 7,282,994 | $ | 336,642 | $ | 6,946,352 | ||||||||||||
| Share-based compensation expenses | 3,481,743 | — | 3,481,743 | 9,582,261 | 39,931 | 9,542,330 | ||||||||||||||||||
| Total operating expenses | 6,099,776 | 259,828 | 5,839,948 | 16,865,255 | 376,573 | 16,488,682 | ||||||||||||||||||
| Operating loss | (6,099,776 | ) | (259,828 | ) | (5,839,948 | ) | (16,865,255 | ) | (3,76,573 | ) | (16,488,682 | ) | ||||||||||||
| Finance costs / (income), net | 521,982 | (11,246 | ) | 533,228 | (31,496 | ) | (27,777 | ) | (3,719 | ) | ||||||||||||||
| Net loss from continuing operations | (6,621,758 | ) | (248,582 | ) | (6,373,176 | ) | (16,833,759 | ) | (348,796 | ) | (16,484,963 | ) | ||||||||||||
| Net income from discontinued operations | — | 219,422 | (219,422 | ) | — | 412,990 | (412,990 | ) | ||||||||||||||||
| Net income / (loss) and comprehensive income / (loss) | $ | (6,621,758 | ) | $ | (29,160 | ) | $ | (6,592,598 | ) | $ | (16,833,759 | ) | $ | 64,194 | $ | (16,897,953 | ) | |||||||
Three Months ended June 30, 2026 compared to Three Months ended June 30, 2025
General and administrative expenses increased by $2.4 million from $0.3 million for the three months ended June 30, 2026 to $2.6 million for the three months ended June 30, 2026. The increase was primarily due to the following factors:
| • | Direct listing costs of approximately $0.4 million related to legal fees incurred with the preparation and review of our registration statement; |
| • | Personnel costs increased by $0.8 million, primarily due to hiring personnel to support the Company’s growth strategy, our obligations as a public company, as well as incentive compensation accrued during the period; |
| • | Office and administrative expenses increased by $0.6 million, largely due to higher travel and investor relations costs; and |
| • | Legal and accounting fees increased by $0.4 million, primarily associated with legal fees for ongoing corporate and securities matters, tax advisory services, and audit fees. |
3
Share-based compensation expenses increased by $3.5 million due to shares issued to consultants in the second quarter of 2026 and equity grants issued in the fourth quarter of 2025 and first quarter of 2026. There were no equity grants in 2024.
Finance costs for the three months ended June 30, 2026 consist of interest expense of $0.4 million and amortization of deferred financing costs of $0.2 million on the Company’s long-term debt, which the Company entered into on June 1, 2026. Finance income for the three months ended June 30, 2025 relates to interest income earned on its cash balances.
Six Months ended June 30, 2026 compared to Six Months ended June 30, 2025
General and administrative expenses increased by $6.9 million from $0.3 million for the three months ended June 30, 2026 to $7.3 million for the six months ended June 30, 2026. The increase was primarily due to the following factors:
| • | Direct listing costs of approximately $3.0 million, which includes advisory fees in connection with the direct listing, incremental legal fees associated with the preparation and review of our registration statement, third-party service providers for accounting support, as well as additional audit and consent letter fees incurred with the registration process; |
| • | Personnel costs increased by $1.5 million, primarily due to hiring personnel to support the Company’s growth strategy, our obligations as a public company, as well as incentive compensation accrued during the period; |
| • | Office and administrative expenses increased by $1.1 million, largely due to higher travel and investor relations costs. |
| • | Legal and accounting fees increased by $1.0 million, primarily associated with legal fees for ongoing corporate and securities matters, tax advisory services, and audit fees; and |
| • | Consulting fees increased by $0.2 million, primarily associated with legal fees for general advisory services. |
Share-based compensation expenses increased by $9.5 million due to shares issued to consultants in 2026 and equity grants issued in the fourth quarter of 2025 and first quarter of 2026.
Finance income for the six months ended June 30, 2026 consists of interest income of $0.6 million largely offset by interest expense of $0.4 million and amortization of deferred financing costs of $0.2 million on the Company’s long-term debt. Finance income for the six months ended June 30, 2025 of $28 thousand relates to interest income earned on its cash balances.
Discontinued operations
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
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| 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | |||||||||||||||||||
| Royalty income | $ | — | $ | 273,205 | $ | (273,205 | ) | $ | — | $ | 525,830 | $ | (525,830 | ) | ||||||||||
| Depletion | — | (53,783 | ) | 53,783 | — | (112,840 | ) | 112,840 | ||||||||||||||||
| Net income from discontinued operations | $ | — | $ | 219,422 | $ | (219,422 | ) | $ | — | $ | 412,990 | $ | (412,990 | ) | ||||||||||
For the three and six months ended June 30, 2025, discontinued operations consist of royalties earned from the sale of commodities that underly royalty rights related to the Oil and Gas Royalties business, net of depletion. The Spin-Out transaction was completed on December 18, 2025, and accordingly, there were no discontinued operations during the three and six months ended June 30, 2026.
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Long-Term Debt
On June 1, 2026, in connection with the Mesabi Royalty Transaction, the Company entered into a loan agreement (the “Loan Agreement”) where the lender agreed to make available to the Company an aggregate principal amount of $51.8 million. The Loan Agreement has a senior secured term loan facility in the principal amount of $44.6 million (the “Term Loan Facility”) and a senior secured delayed draw term loan facility in the principal amount of $7.2 million (the “DDTL Facility”). The advances under the Term Loan Facility and DDTL Facility (together, the “Loan Facilities”) are subject to an original issue discount of 3.50%, and bear interest at an initial rate of 9.00% per annum, subject to scheduled increases over the term of the Loan Facilities.
The Company is also required to pay a standby fee at a rate of 2.00% per annum on the average daily undrawn portion of the DDTL Facility. The Loan Facilities mature 36 months after the funding date, or June 1, 2029, and are secured by a first-priority security interest in substantially all of the Company’s assets, and a first-priority pledge of the equity interests of the Company’s subsidiaries. The Company has a requirement to maintain a minimum balance of unrestricted cash of $5.0 million from June 1, 2026 until May 31, 2028, and $15.0 million commencing on June 1, 2028 until the Loan Facilities are repaid in full.
On June 1, 2026, the Company drew the full $44.6 million principal available under the Term Loan Facility. After adjusting for the original issue discount (“OID”) of $1.6 million and financing costs of $0.9 million, the net proceeds from the Term Loan Facility was $42.1 million. The DDTL Facility remained undrawn as at June 30, 2026, and is available only to fund the Additional Purchased Royalty. The Company is required to make scheduled monthly principal payments in an amount equal to one-twelfth of fifteen percent of the original principal amount of the Loan Facilities starting in the thirteenth month following June 1, 2026.
The Company may, at its option, prepay all or any portion of the outstanding principal amount under the Loan Facilities at any time, in whole or in part (provided that if in part, in an amount not less than $2.5 million), together with accrued and unpaid interest on the amount prepaid through the date of prepayment, subject to the payment of a customary make-whole or prepayment premium as set forth in the Loan Agreement. The Loan Agreement also requires mandatory prepayment of the outstanding loans, together with accrued and unpaid interest and any applicable prepayment premium, upon the occurrence of certain events, including (i) asset sales and other dispositions outside the ordinary course of business above customary thresholds, subject to customary reinvestment rights; (ii) incurrence of indebtedness for borrowed money that is not permitted under the Loan Agreement; (iii) receipt of insurance proceeds and condemnation proceeds above customary thresholds, subject to customary reinvestment rights; (iv) a change of control of the Company; and (v) receipt of proceeds from capital raises, in certain circumstances, as more particularly set out in the Loan Agreement.. The full outstanding principal balance, together with accrued and unpaid interest, is due in cash on the maturity date.
Except for scheduled amortization payments, any repayment of principal occurring on or before the 24-month anniversary of the June 1, 2026 closing date is subject to a prepayment fee equal to a prepayment multiple of 0.15 in year one and 0.30 in year two of the principal repaid, less interest and OID previously paid on that principal.
If the principal amount is repaid in full on or before the 24-month anniversary, an additional fee applies, equal to the greater of zero and the amount by which the prepayment multiple applied to the original principal exceeds all OID, interest, and prepayment fees already paid. Repayments occurring after the 24-month anniversary are instead subject to a call premium, starting at 5.00% and increasing by a further 1.00% each quarter thereafter if the principal remains outstanding through the 36-month anniversary.
The prepayment option is not clearly and closely related to the host contract. As a result, it is accounted for as an embedded derivative that is required to be separated from the loan and measured at fair value through profit or loss. As at June 1, 2026 and June 30, 2026, the fair value of the prepayment option was nil.
As at June 30, 2026, the Company was in compliance with its financial covenants.
Share Capital
On February 12, 2026, the Board of Directors approved the grant of 1,000,000 unrestricted share awards pursuant to the Company’s equity incentive plan (the “LTIP”) to a consultant of the Company. Accordingly, the Company issued 1,000,000 common shares of the Company at a deemed issue price of US$5.00 per share for past consulting services, with immediate vesting. In May 2026, the Board of Directors approved the issuance of 24,999 common shares of the Company to consultants at $14.00 per share for past consulting services. On June 3, 2026, the Company issued 77,889 common shares to Yorkville at $12.84 per share as consideration for the commitment fees payable under the SEPA. The Company recorded a share-based compensation expense of $1.4 million for the three months and $6.4 million for the six months ended June 30, 2026 related to these share issuances.
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On March 23, 2026, the Nasdaq granted conditional approval to list our common shares under the symbol “TMCR”. As a result, the escrow release requirements related to the subscription receipts were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.
On May 19, 2026, the Company issued 139,664 common shares in connection with the vesting of performance share units.
On June 1, 2026, concurrent with the closing of the Transaction, the Company issued and sold 6,164,141 common shares in a private placement to certain institutional and accredited investors at $13.00 per common share for aggregate gross proceeds of approximately $80.1 million (the “PIPE Financing”). The Company incurred issuance costs of $5.9 million in connection with the PIPE Financing. In addition, the Company issued 576,923 common shares at $13.00 per common share to Ironclad Royalties LLC to satisfy the share consideration payable of $7.5 million under the Mesabi Royalty Transaction.
Liquidity and Capital Resources
Since our inception, we have incurred operating losses. Our source of liquidity is cash generated from equity issuances and debt financing. On March 23, 2026, the Company received gross proceeds of $15.7 million associated with converting the subscription receipts into common shares of the Company. In addition, the cash consideration for the Mesabi Royalty Transaction was funded by the PIPE Financing for gross proceeds of $80.1 million and the initial drawdown under the Term Loan Facility of $43.0 million.
Our working capital and liquidity position as at June 30, 2026 consists of current assets of $22.9 million, including cash of $11.8 million, and $15.2 million of net working capital. This compares to current assets of $18.9 million, including cash of $18.4 million, and $17.1 million of net working capital, as of December 31, 2025.
We expect our expenses to increase in connection with our ongoing activities, as we incur substantial accounting and compliance costs associated with becoming a public company. We have not received any royalty revenue from either the NORI Royalty or the Mesabi Royalty, and our ability to service our debt obligations under the Loan Facilities depend on our cash on hand, the remaining net proceeds of the PIPE Financing and our ability to raise additional capital or commence royalty revenue prior to maturity of the Loan Facilities.
Until such time that we can generate royalty revenue sufficient to achieve profitability, we expect to finance our cash needs through equity offerings or debt offerings. Even if we do achieve profitability, we may finance additional royalty or other interests through these means. To the extent that we raise additional capital through the sale of common shares, convertible securities or other equity securities, current ownership interests will be diluted. If we raise additional funds through debt financing, if available, this may result in fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures, creating liens, redeeming shares or declaring dividends, that could adversely impact our ability to conduct our business. We may be required to raise additional funds when needed through the issuance of equity or debt and if we are unable to raise additional funds when needed, it will have an adverse impact on our business.
In July 2025, the Company entered into a subscription receipt agreement with Odyssey Trust Company (“Odyssey”), as amended on December 17, 2025, providing for the issuance of up to 4,000,000 subscription receipts at $5.00 per share. During the year ended December 31, 2025, $15.7 million of gross proceeds was received by Odyssey related to 3,134,481 subscriptions receipts sold under this arrangement. On March 23, 2026, the Nasdaq granted conditional approval to list our common shares. As a result, the escrow release requirements were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow by Odyssey, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts. The Company incurred issuance costs of $0.2 million in connection with the subscription receipt financing.
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In July 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”). Under the SEPA, upon the public listing of the Company’s shares and the close of the subsequent receipt financing, Yorkville is committed to buying up to $100.0 million of the Company’s common shares during the 36 months following the effective date of the SEPA. The Company, at its sole discretion, has the right, but not the obligation, to sell to Yorkville common shares at 96% – 97% of market price. The obligation to purchase shares is limited by i) Yorkville’s ownership limitation of 4.99% of the common shares ii) the number of registered common shares of the Company, and iii) the shares issued under the SEPA cannot exceed 19.99% of the issued and outstanding common shares of the Company. As of June 30, 2026, the Company does not have the ability to exercise its right to issue shares as the public filing of a registration statement registering the shares issuable under the SEPA has not yet occurred. On June 3, 2026, the Company issued 77,889 common shares to Yorkville at $12.84 per share as consideration for the commitment fees payable under the SEPA.
As at August 10, 2026, the Company had 63,048,943 common shares issued and outstanding. In addition, there were 1,876,000 stock options outstanding, which may be exercised to purchase an equivalent number of common shares at a weighted average exercise price of $5.50 per share. The Company also had 913,500 RSUs and 4,494,438 PSUs outstanding, which may be settled for an equivalent number of common shares upon vesting.
Summary of Cash Flows
The following table provides information regarding our cash flows for the periods presented:
| For the six months ended, | June 30, 2026 |
June 30, 2025 |
||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (2,311,333 | ) | $ | 503,985 | |||
| Investing activities | (135,823,687 | ) | — | |||||
| Financing activities | 131,559,166 | (1,072,837 | ) | |||||
| Net decrease in cash | $ | (6,575,853 | ) | $ | (568,852 | ) | ||
Operating Activities
During the six months ended June 30, 2026, operating activities used $2.3 million in cash, primarily due to a net loss from continuing operations of $16.8 million, offset by non-cash charges of $9.6 million for share-based compensation, non-cash charges of $0.2 million for the amortization of deferred financing costs and working capital changes of $4.8 million.
During the six months ended June 30, 2025, operating activities provided $0.5 million in cash, primarily due cash flows from discontinued operations of $0.6 million, offset by a net loss of $0.1 million from continuing operations.
Investing Activities
During the six months ended June 30, 2026, investing activities of $135.8 million were primarily related to the Mesabi Royalty Transaction of $125.8 million and the deposit paid for the Additional Purchase Royalty of $10.0 million.
There were no investing activities during the six months ended June 30, 2025.
Financing Activities
During the six months ended June 30, 2026, net cash provided by financing activities were primarily from the net proceeds from the PIPE Financing of $74.2 million, Term Loan Facility of $42.1 million, and the conversion of subscription receipts into common shares of $15.5 million.
During the six months ended June 30, 2025, the Company paid a return of capital of $1.1 million in cash.
Contractual Obligations and Other Commitments
As of June 30, 2026, the Company had $44.6 million outstanding under the Term Loan Facility and $nil under the DDTL Facility. Under the Loan Agreement, the Company is required to make scheduled monthly principal payments in an amount equal to one-twelfth of fifteen percent of the original principal amount of the Loan Facilities starting in the thirteenth month following June 1, 2026, with the full principal balance repaid by the maturity date on June 1, 2029.
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Off-Balance Sheet Arrangements
During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.
Related Party Transactions
Related party transactions include transactions with directors and executives who represent key management personnel. Refer to Note 10 “Related Party Disclosures” of our interim consolidated financial statements for the three and six months ended June 30, 2026 and the accompanying notes.
Critical Judgments, Estimates and Assumptions
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Therefore, actual results may differ from these estimates and assumptions.
Asset Acquisitions
Asset acquisitions are recorded at cost, which can include cash consideration and common share consideration. The cost basis of asset acquisitions are based on the estimated fair value of the consideration paid unless the estimated fair value of the acquired assets is considered more reliable. When asset acquisitions are included in the same arrangement as other assets or services, the estimated fair value of the acquired assets and services is used to allocate the consideration paid on a relative fair value basis if fair value can be reliably estimated for all of the assets and services. Otherwise, the estimated fair value for the more reliably estimated component is used, with the residual value allocated to the other component. For those asset acquisitions measured based on the estimated fair value of the consideration paid, changes in the assumptions of the fair value of common shares may materially affect the initial recognition amount for transactions that include common share consideration. For those asset acquisitions measured based on the estimated fair value of the acquired assets, changes in the assumptions of the fair value of those assets may materially affect the initial recognition amount.
Depletion
Royalty and streaming interests comprise a large component of the Company’s assets and, as such, the reserves and resources of the properties to which the interests relate have a significant effect on the Company’s financial statements. These estimates are applied in determining the depletion of, and assessing the recoverability of, the carrying value of royalty and streaming interests. The public disclosures of reserves and resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including the estimated number of units of proved plus probable reserves. These assumptions are, by their very nature, subject to interpretation and uncertainty.
The estimates of reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the estimates of reserves and resources may materially affect the recorded amounts of depletion and the assessed recoverability of the carrying value of royalty and streaming interests.
Impairment and reversal of impairment of royalty and streaming interests
Assessment of impairment and reversal of impairment of royalty and streaming interests at the end of each reporting period requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that give rise to the requirement to conduct an impairment or impairment reversal analysis on the Company’s royalty and streaming interests. Indicators which could trigger an impairment or impairment reversal analysis include, but are not limited to, a significant adverse or beneficial change in operator reserve and resource estimates, operating status, change in permitting and concession rights, industry or economic trends, current or forecasted commodity prices, and other relevant operator information. The assessment of fair values requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, reserve conversion, future capital expansion plans and the associated attributable production implications. Changes in any of the assumptions and estimates used in determining the fair value of the royalty and streaming interests could impact the impairment or impairment reversal analysis.
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Valuation of share-based compensation
Management determines the costs for share-based compensation using market-based and non-market-based valuation techniques. The fair value of the stock option awards and restricted share units with service-based vesting conditions (“RSUs”) and restricted share units with service-based and performance-based vesting conditions (“PSUs”) is determined at the date of grant for employees and as service is provided for non-employees. Assumptions are made and judgment is used in applying the valuation techniques. These assumptions and judgments include estimating the fair value of the underlying common share, future volatility of the share price, expected dividend yield, future employee turnover rates, option exercise behaviors, the estimated vesting period for PSUs, and the probability of achieving non-market vesting conditions. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based compensation.
Income taxes
The interpretation and application of new and existing tax laws or regulations in Canada, the United States of America or any of the countries in which the Company’s royalty interests are located requires the use of judgment. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on facts and circumstances of the relevant tax position considering all available evidence. Differing interpretation of these laws, regulations or rules could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions. In assessing the probability of realizing deferred income tax assets, the Company makes estimates related to expectations of future taxable income and expected timing of reversals of existing temporary differences. Such estimates are based on forecasted cash flows from operations which require the use of estimates and assumptions such as long-term commodity prices, energy and mineral reserves. The Company reassesses its deferred income tax assets at the end of each reporting period.
Discontinued operations
The assessment of whether the held for sale criteria are met requires the use of judgment by management. Under IFRS 5, the judgmental criteria include whether the asset (or disposal group) is available for immediate sale in its present condition, whether the likelihood of sale is highly probable, and the disposal must be expected to be completed within one year from the date of classification. Changes in any of the judgements used in determining if an asset (or disposal group) meets the held for sale criteria could impact the classification of the related assets and liabilities and presentation of income (loss) between continuing and discontinued operations.
Valuation of Spin-Out
The valuation of the net assets distributed to the Company’s shareholders as part of the Spin-Out was recognized at fair value, based on the estimated fair value of the royalty interests transferred, and the accrued royalty collections from the Oil and Gas business since April 30, 2025 and cash and accounts receivable at April 30, 2025. Significant assumptions used in estimating the fair value of the royalty interests in the Maria Conchita Block and SN-9 Block included discount rates that reflect current market conditions and uncertainties, as well as estimated future cash flows attributable to the royalty interest derived from proved reserves estimates.
Embedded derivative
The Mesabi Royalty Transaction, as defined below, entitles the Company to a royalty calculated as the greater of (i) a stated percentage of the Platts Direct Reduction Pellet 67.5% Fe FOB Brazil index price and (ii) a fixed minimum price per metric tonne of production (the revenue floor). The Company has determined that the revenue floor is not closely related to the economic characteristics of the host contract and that a stand-alone instrument with the same terms as the revenue floor would meet the definition of a derivative. Because the host contract is not measured at fair value through profit or loss (“FVTPL”), the revenue floor is separated from the host contract and accounted for as a stand-alone derivative asset recognized at FVTPL.
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The fair value of the embedded derivative is subject to significant estimates including the forecast pellet prices, expected annual production volumes, the volatility of the index price, and the discount rate applied. A reasonably possible change in these assumptions could result in a material change to the carrying amount of the derivative asset in future periods.
Financial Risk Management
The Company’s financial instruments are comprised of financial assets and liabilities. The Company’s principal financial assets are cash, accounts receivable, and related party receivables. The Company’s principal financial liabilities comprise accounts payable and accrued liabilities, the current portion of long-term debt and long-term debt. The main purpose of these financial instruments is to manage short-term cash flow and working capital requirements and fund future acquisitions.
The Company is engaged in the business of acquiring, managing and creating resource royalties and streams. Royalties and streams are interests that provide the right to revenue or production from the various properties, after deducting specified costs, if any. These activities expose the Company to a variety of financial risks, which include direct exposure to credit risk, liquidity risk, commodity price risk, interest rate risk and capital risk management.
Management designs strategies for managing some of these risks, which are summarized below. The Company’s executive management oversees the management of financial risks and ensures that financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk appetite.
The Company’s overall objective from a risk management perspective is to safeguard its assets and mitigate risk exposure by focusing on security rather than yield.
Credit risk
Credit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument and the potential for loss due to the failure of a borrower to repay a loan. Credit risk arises predominantly with respect to our cash and receivables. As of June 30, 2026, our maximum credit risk exposure is represented by the respective carrying amounts of the financial assets in the statement of financial position. The Company maintains its cash in a high-quality financial institution and closely monitors its receivable balances.
Liquidity risk
Liquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands, including debt service payments. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances. The Company has in place a planning and budgeting process to help determine the funds required to support our normal operating requirements on an ongoing basis. Management continuously monitors and reviews both actual and forecasted cash flows, including acquisition activities.
The Company expects to meet its future financing requirements, including repayment of the Loan Facilities, by refinancing maturing debt and the issuance of equity when considered appropriate, including the issuance of common shares under the SEPA, once the registration is effective. If the Company fails to make or renegotiate interest or principal payments, comply with its financial covenants, or issue additional equity or debt when required, the Company’s financial condition and results of operations could be materially adversely affected.
Commodity price risk
Commodity price risk is the risk the Company will encounter fluctuations in its future royalty production revenue with changes in commodity prices. Commodity prices for metals and minerals are influenced by global and regional factors, including levels of supply and demand, weather, and geopolitical factors. The Company does not hedge its commodity price risk.
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Foreign currency risk
Although the Company reports its financial results in United States dollars, certain expenses and potential future investments related to its royalty interests may be denominated in foreign currencies. As a result, the Company is subject to fluctuations in exchange rates, which could impact the value of our royalty revenues, operating costs, and investment returns. The Company does not currently engage in hedging activities or enter into derivative contracts to mitigate this exposure. Accordingly, adverse movements in foreign exchange rates could materially affect the Company’s financial condition and results of operations.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Because the Loan Facilities are financed at fixed interest rates, the Company’s near-term cash flows are not directly exposed to fluctuations in market interest rates.
Capital risk management
The Company’s primary objective when managing capital is to provide a sustainable return to shareholders through managing and growing the Company’s resource asset portfolio while ensuring capital protection. The Company defines capital as its cash and outstanding debt, which is managed by the Company’s management team subject to approved policies and limits by the Board of Directors.
There were no changes in the Company’s approach to capital management during the year ended December 31, 2025 compared to the prior year, except as described above. The Company is subject to financial covenants under its loan agreement. As of June 30, 2026, the Company has cash totaling $11.8 million, and was in compliance with its financial covenants under the loan agreement
Dependence on third-party operators
We are not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams that are or may be held by us. The exploration, development and operation of such properties is determined and carried out by third-party owners and operators thereof and any revenue that may be derived from our asset portfolio will be based on production by such owners and operators. Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third-party owners and operators may not always be aligned with our interests. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third-party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development or operations for the properties in which we hold or may hold royalties or streams may have a material adverse effect on our business, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with us; or experience financial, operational or other difficulties, including insolvency, which could limit the owner or operator’s ability to advance such properties or perform its obligations under arrangements with us.
We may not be entitled to any compensation if the properties in which we hold or may hold royalties or streams discontinue exploration, development or operations on a temporary or permanent basis.
The owners or operators of the projects in which we hold an interest may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict.
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Royalties, streams and similar interests may not be honored by operators of a project
Non-performance by our counterparties may occur if such counterparties find themselves unable to honor their contractual commitments due to financial distress or other reasons. In such circumstances, we may not be able to secure similar agreements on as competitive terms or at all. No assurance can be given that our financial results will not be adversely affected by the failure of a counterparty or counterparties to fulfill their contractual obligations in the future. Such failure could have a material adverse effect on our business, results of operations and financial condition.
To the extent grantors of royalties or streams that are or may be held by us do not abide by their contractual obligations, we may be forced to take legal action to enforce our contractual rights. Such litigation may be time-consuming and costly and, as with all litigation, no guarantee of success can be made. Should any such decision be determined adverse to us, it may have a material adverse effect on our business, results of operations and financial condition.
Emerging Growth Company Status
We qualify as an “emerging growth company,” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable to public companies. The provisions include:
| • | we are only required to provide reduced disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
| • | we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| • | we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”, “say-on-frequency” and “say-on-golden parachutes”; and |
| • | we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the chief executive officer’s compensation to our median employee compensation. |
We may take advantage of these provisions until the last day of the fiscal year following the fifth anniversary of the completion of this offering or such earlier time we no longer qualify as an emerging growth company. We would cease to qualify as an emerging growth company upon the earliest of (a) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more, (b) the date on which we have, during the previous rolling three-year period, issued more than $1.0 billion in non-convertible debt securities and (c) the last day of the fiscal year in which the market value of our Common Shares held by non-affiliates exceeded $700.0 million as of July 31 of such fiscal year.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
Foreign Private Issuer Status
We will report under the Exchange Act as a “foreign private issuer” under the U.S. securities laws. In our capacity as a foreign private issuer, we are exempt from certain laws and regulations of the SEC and certain regulations of Nasdaq. Consequently, we are not subject to all of the disclosure requirements applicable to U.S. domestic public companies. For example, we are exempt from certain rules under the Exchange Act, as amended, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our executive officers, the members of our board of directors and our principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16(b) of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. On and after March 18, 2026, our officers and directors, but not our principal shareholders, will be subject to the reporting requirements of Section 16(a) of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
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We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We will remain a foreign private issuer until such time that 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of our board of directors or our global management team are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
We have taken advantage of certain reduced reporting and other requirements. Accordingly, the information contained in our public disclosure may be different from the information you receive from other public companies.
New and amended standards and interpretations
IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures
On January 1, 2026, the Company adopted the amendments to IFRS 9 and IFRS 7. These amendments clarify the date of recognition and derecognition of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. The amendments also added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments did not have a material impact on the Company’s financial statements.
Recent Accounting Pronouncements
Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2026, with earlier application permitted.
IFRS 18 — Presentation and Disclosure in Financial Statements
In April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.
Subsequent Events
Share-Based Awards Granted
On July 13, 2026, the Company issued 1,000,000 PSUs and 1,000,000 options under the LTIP to Michael B. Hess, Director and Non-Executive Co-Chairman of the Company. The Company also granted Mr. Hess an inducement bonus of $5.9 million which was satisfied by awarding Mr. Hess, 1,000,000 unrestricted stock awards. As a result, the Company issued 1,000,000 common shares of the Company to Mr. Hess at a deemed issue price of $5.93 per share, with immediate vesting. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to the Mr. Hess’ continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. The options awarded to Mr. Hess vest 25% on each of the first, second, third and fourth anniversary of the grant date, has an exercise price of $5.93 per share, and a 10 year term.
On July 13, 2026, the Company issued 4,214 unrestricted stock awards under the LTIP to consultants of the Company. Accordingly, the Company issued 4,214 common shares of the Company at a deemed issue price of $5.93 per share for past consulting services with immediate vesting.
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