As filed with the Securities and Exchange Commission on March 11, 2026

Registration No. 333-293837​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Metals Royalty Company Inc.

(Exact name of registrant as specified in its charter)

1900 Dome Tower
333 7th Ave SW
Calgary, AB, T2P 2Z1
(403) 984-1941

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)​

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102

(Name, address, including zip code, and telephone number,
including area code, of agent for service)​

Copies to:

Approximate date of commencement of proposed sale to the public:   As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated March 11, 2026

PRELIMINARY PROSPECTUS

Common Shares

This prospectus relates to the registration of the resale of up to 55,061,113 of our common shares (“Common Shares”), by our shareholders identified in this prospectus (the “Registered Shareholders”) in connection with our direct listing (the “Direct Listing”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten by any investment bank.

The Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Capital Market at prevailing market prices. See “Plan of Distribution”. We and the Registered Shareholders will not be involved in the price setting process. If the Registered Shareholders choose to sell their Common Shares, we will not receive any proceeds from the sale of Common Shares by the Registered Shareholders. No established public trading market for our Common Shares currently exists and our Common Shares have no history of trading in private transactions. The listing of our Common Shares on the Nasdaq Capital Market without underwriters may result in the trading volume and price of our Common Shares to be more volatile than if our Common Shares were initially listed in connection with an underwritten initial public offering.

On the day that our Common Shares are initially listed on the Nasdaq Capital Markets, the Nasdaq Stock Market LLC (“Nasdaq”) will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. During a 10-minute “Display Only” period, market participants may enter quotes and orders in Common Shares in Nasdaq’s systems and such information is disseminated, along with other indicative imbalance information, to Stifel, Nicolaus & Company, Incorporated (“Stifel”) and other market participants (including any other financial advisors) by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Stifel, in its capacity as our designated financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once Stifel has notified Nasdaq that our Common Shares are ready to trade, Nasdaq will calculate the Current Reference Price for our Common Shares, in accordance with Nasdaq rules. If Stifel then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with Stifel, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of Common Shares on the Nasdaq Capital Market will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under the Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell our Common Shares can be matched; (ii) if more than one price exists under clause (i), then the price that minimizes the number of Common Shares for which orders cannot be matched; (iii) if more than one price exists under clause (ii), then the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our Common Shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under clause (iii), a price determined by Nasdaq after consultation with Stifel in its capacity as financial advisor. Stifel will exercise any consultation rights only to the extent that it may do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M (to the extent applicable), or applicable relief granted thereunder. The Registered Shareholders will not be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence Stifel, in carrying out its role as financial advisor. Stifel will determine when our Common Shares are ready to trade and approve proceeding at the Current Reference Price primarily based on consideration of volume, timing, and price. In particular, Stifel will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution”.

We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol “TMCR.” We expect our Common Shares to begin trading on or about March 23, 2026. If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our Common Shares on Nasdaq, we will not complete this Direct Listing. No assurance can be given that our Nasdaq application will be approved and that our Common Shares will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

We intend to keep the registration statement of which this prospectus forms a part effective until the earlier of the date on which (i) all of the Common Shares offered hereunder may be resold by the Registered Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and at least 90 days have passed since the effective date of the registration statement or (ii) all of the Common Shares offered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. Of the 55,061,113 Common Shares covered by this prospectus and held by the Registered Shareholders, up to 13,719,172 Common Shares being registered hereunder may be freely sold upon effectiveness of the registration statement, up to 12,719,172 Common Shares may be sold from time to time in reliance on Rule 144 or other exemptions from registration once the applicable holding period and other conditions (including that we have been subject to the reporting requirements of the Exchange Act of 1934, as amended, for at least 90 days) have been satisfied, and 41,341,941 Common Shares held by Registered Shareholders are subject to contractual lock-up agreements described elsewhere in this prospectus and may not be sold until the expiration or waiver of those restrictions. See “Shares Eligible for Future Sale.”

We are, and we anticipate that we shall remain following the consummation of the Direct Listing, an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and Foreign Private Issuer”.

Investing in our Common Shares involves risks. See “Risk Factors” beginning on page 22 to read about factors you should consider before buying our Common Shares.

Neither the Securities and Exchange Commission nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated            , 2026.

 

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus we have prepared and filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the

 

i

 

reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, Common Shares, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Common Shares. Our business, financial condition, and results of operations may have changed since such date.

For investors outside the United States: Neither we nor any of the Registered Shareholders have done anything that would permit the use or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Common Shares by the Registered Shareholders and the distribution of this prospectus outside the United States.

 

ii

 

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the SEC using a “shelf” registration or continuous offering process. Under this process, the Registered Shareholders may, from time to time, sell the Common Shares covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution.” You may obtain this information without charge by following the instructions under the section titled “Where You Can Find Additional Information” appearing elsewhere in this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our Common Shares.

All information in this prospectus is presented giving effect to the automatic exchange of 3,134,481 subscription receipts for 3,134,481 Common Shares upon satisfaction of the Release Conditions, as the Direct Listing will not proceed otherwise, unless otherwise stated or the context otherwise requires. The figures relating to our Common Shares contained in this prospectus reflect this presentation. Please refer to “Capitalization” for more information.

Unless otherwise indicated, references in this prospectus to “TMCR,” the “Company,” “we,” “us” and “our” refer to The Metals Royalty Company Inc., a company incorporated under the laws of British Columbia, Canada.

Please refer to “Prospectus Summary — Glossary” for definitions of certain other terms used in this prospectus.

PRESENTATION OF FINANCIAL INFORMATION

Unless indicated otherwise, our financial information in this prospectus has been prepared on a basis consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. In making an investment decision, investors must rely on their own examination of our results and consult with their own professional advisors. We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

TECHNICAL AND THIRD PARTY INFORMATION

This prospectus provides summary information about our royalty interest, as well as more detailed information about our material property. As of the date of this prospectus, our royalty interest in the NORI Property operated by TMC The Metals Company Inc. (“TMC” or “The Metals Company”) is our only material property. In making this determination, management primarily considered the fact that following the Spin-Out (as defined and described herein) our royalty interest in the NORI Property is our only royalty interest and source of our estimated future revenue. While the NORI Royalty applies to all NORI Areas, management considers NORI Area D as the material portion of the NORI Property for the purposes of the NORI Royalty, primarily because it is the only NORI Area that is currently subject to an application by TMC for a commercially recovery permit under the NOAA. TMC owns approximately 13,846,154 (or 25.15%), of our issued and outstanding Common Shares and has the right to nominate a director to our board of directors.

We are a royalty company, and as further discussed in this prospectus, we do not operate, develop or control the NORI Property and we do not prepare or control the technical reports relating to the NORI Property. Under Subpart 1300 of Regulation S-K (“S-K 1300”), including Items 1302(3)(ii), 1303(a)(3) and 1304(a)(2) of SK-1300, a company that holds only a stream, royalty or similar interest may, in certain circumstances, omit filing its own technical report summary and related mineral resource and mineral reserve disclosure where obtaining the required information and preparing a separate technical report summary would result in an unreasonable burden or expense to the company. In light of our size, the early stage of our business and the fact that our only material asset is the NORI Royalty, we have determined that obtaining and preparing a separate technical report summary for the NORI Property that would satisfy the detailed

 

1

 

requirements of Subpart 1300 of Regulation S-K for inclusion in this prospectus would result in an unreasonable burden or expense for us.

Sources of Information

TMC, the operator of the NORI Property, filed with the SEC (i) a report titled “S-K 1300 NORI Area D Technical Report,” dated August 4, 2025 (the “Area D Report”) and (ii) a report titled “Technical Report Summary — Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone,” dated August 4, 2025 (the “Initial Assessment”, and together with the Area D Report, the “Technical Reports”). Such Technical Reports, while providing important information about NORI Property, do not provide information sufficient for qualified persons acting on behalf of the Company to be able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves, or related economic analysis, for the NORI Property under the standards for disclosure established by S-K 1300 without unreasonable burden or expense to the Company. The Technical Reports shall not be deemed to be incorporated by reference into this prospectus or any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or Securities Exchange Act of 1934, as amended (the “Exchange Act”). The disclosure herein relating to the NORI Properties underlying our royalty interest in Technical Reports is based entirely on information publicly disclosed by TMC. We are dependent on TMC’s publicly available information to prepare disclosure pertaining to the NORI Property and operations on the NORI Property on which we hold our royalty interest.

The Initial Assessment includes six areas (TOML A, B, C, D, E and F) over which TMCR has no interest pursuant to the NORI Royalty Agreement or otherwise.

PRESENTATION OF ESTIMATED RESERVES AND REVENUE, LIFE OF MINE AND SIMILAR INFORMATION

Under S-K 1300, disclosure of mineral resources and mineral reserves must be based on, and accurately reflect, information and supporting documentation prepared by one or more “qualified persons,” as such term is defined in S-K 1300. A registrant is responsible for determining that a person meets the qualifications specified under the definition of qualified person and that the disclosure in the registrant’s filing accurately reflects the information provided by the qualified person. As discussed above, as a royalty company, our only material property for purposes of S-K 1300 is the NORI Royalty over the NORI Property, and we do not operate, develop or control the NORI Property. In order for us to disclose mineral resources or mineral reserves for the NORI Property under S-K 1300, qualified persons engaged by us would be required to obtain, review and independently verify extensive technical, operating, cost and economic information for the NORI Property and to prepare a separate technical report summary and supporting documentation that meets all of the detailed requirements of S-K 1300. In light of our size, the early stage of our business and the fact that we are a non-operating royalty holder with a single material property, we have concluded that undertaking this work at this time would result in an unreasonable burden or expense within the meaning of Items 1303(a)(3) and 1304(a)(2) of Regulation S-K. As a result, we do not disclose estimated mineral reserves, recoverable resources, estimated recoverable resources, expected life of mine and estimated revenue over life of project for the NORI Royalty in this prospectus.

 

2

 

3

 

4

 

5

 

METAL	​	​	TOP END USE SEGMENTS	​
Nickel	​	​	Stainless steel (64%), batteries (16%), aerospace & superalloys (8%), electroplating (6%), other (6%)	​
Copper	​	​	Construction (28.1%), power & utilities (16%), consumer goods (13.4%), transport (13%), industrial equipment (12.1%), HVAC (7.5%), other (9.9%), other (10%)	​
Cobalt	​	​	EV batteries (45%), portable device batteries (26%), superalloys (9%), hard metals (4%), catalysts (3%), pigments & ceramics (3%), other (10%)	​
Manganese	​	​	Stainless steel (90%), batteries (~1%), other (~9%)	​

6

 

​

7

 

​

8

 

​

9

 

​

10

 

11

 

12

 

​

​

​

Year Ended,

​

​

Nine Months Ended,

​

​

​

​

December 31, 2024

​

​

December 31, 2023

​

​

September 30, 2025

​

​

September 30, 2024

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative expenses

​

​

​

$

870,750

​

​

​

​

$

499,562

​

​

​

​

$

2,502,988

​

​

​

​

$

701,651

​

​

Share-based compensation expenses

​

​

​

​

338,229

​

​

​

​

​

1,015,737

​

​

​

​

​

39,931

​

​

​

​

​

266,196

​

​

Consulting fees related to purchase of royalty interest from related parties

​

​

​

​

—

​

​

​

​

​

4,527,266

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total operating expenses

​

​

​

​

1,208,979

​

​

​

​

​

6,042,565

​

​

​

​

​

2,542,919

​

​

​

​

​

967,847

​

​

Operating loss

​

​

​

​

(1,208,979)

​

​

​

​

​

(6,042,565)

​

​

​

​

​

(2,542,919)

​

​

​

​

​

(967,847)

​

​

Interest income

​

​

​

​

57,906

​

​

​

​

​

76,029

​

​

​

​

​

77,089

​

​

​

​

​

39,630

​

​

Loss from continuing operations before recovery of income taxes

​

​

​

​

(1,151,073)

​

​

​

​

​

(5,966,536)

​

​

​

​

​

(2,465,830)

​

​

​

​

​

(928,217)

​

​

Recovery of income taxes from continuing operations

​

​

​

​

293,969

​

​

​

​

​

86,201

​

​

​

​

​

537,145

​

​

​

​

​

220,477

​

​

Net loss from continuing operations

​

​

​

​

(857,104)

​

​

​

​

​

(5,880,335)

​

​

​

​

​

(1,928,685)

​

​

​

​

​

(707,740)

​

​

Net income from discontinued operations

​

​

​

​

573,828

​

​

​

​

​

55,057

​

​

​

​

​

731,241

​

​

​

​

​

406,480

​

​

Net loss and comprehensive loss

​

​

​

$

(283,276)

​

​

​

​

$

(5,825,278)

​

​

​

​

$

(1,197,444)

​

​

​

​

$

(301,260)

​

​

Net income / (loss) per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Continuing operations, basic and diluted

​

​

​

$

(0.02)

​

​

​

​

$

(0.16)

​

​

​

​

$

(0.04)

​

​

​

​

$

(0.02)

​

​

Discontinued operations, basic and diluted

​

​

​

$

0.01

​

​

​

​

$

0.00

​

​

​

​

$

0.01

​

​

​

​

$

0.01

​

​

Total, basic and diluted

​

​

​

$

(0.01)

​

​

​

​

$

(0.16)

​

​

​

​

$

(0.03)

​

​

​

​

$

(0.01)

​

​

Weighted average number of shares outstanding, basic and diluted

​

​

​

​

43,028,900

​

​

​

​

​

37,580,402

​

​

​

​

​

43,093,737

​

​

​

​

​

43,038,463

​

​

13

 

​

​

​

As at September 30, 2025

​

​

​

​

Actual

​

​

Pro Forma

​

​

Pro Forma As Adjusted

​

Current assets – continuing operations

​

​

​

$

10,786,842

​

​

​

​

$

9,185,259

​

​

​

​

$

37,007,664

​

​

Current assets held for sale

​

​

​

$

5,747,480

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Total assets

​

​

​

$

31,532,886

​

​

​

​

$

23,266,509

​

​

​

​

$

51,088,914

​

​

Current liabilities – continuing operations

​

​

​

$

1,452,761

​

​

​

​

$

1,452,761

​

​

​

​

$

1,452,761

​

​

Current liabilities held for sale

​

​

​

$

312,577

​

​

​

​

$

—

​

​

​

​

$

—

​

​

Total liabilities

​

​

​

$

1,765,338

​

​

​

​

$

1,452,761

​

​

​

​

$

1,452,761

​

​

Total shareholders’ equity

​

​

​

$

29,767,548

​

​

​

​

$

21,813,748

​

​

​

​

$

49,636,153

​

​

​

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

 

RISK FACTORS

Investing in our Common Shares involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially adversely affect our business, financial condition, or results of operations. In such case, the trading price of our Common Shares could decline, and you may lose some or all of your original investment.

Risks Related to Our Business and Industry

We are subject to many of the risks faced by TMC and our future revenues will be significantly affected by adverse developments related to the NORI Property.

Following completion of the Spin-Out, the royalty on the NORI Property is our only material asset (other than cash). As potential new assets are acquired or move into production, the materiality of each of our assets will be reconsidered. While we are a party to the NORI Royalty Agreement, we will not have a direct interest in the operation and ownership of the NORI Property. Our royalty interest in the NORI Property is 2%, subject to adjustment as described in the NORI Royalty Agreement, of the gross proceeds from metals and minerals that are sold from the NORI Property. Although our risk profile is lower than the operator, the potential for us to derive revenue from the NORI Royalty will be significantly affected by any adverse development affecting the mineral resource exploration, development, operation of, production from, or recoverability of, mineral reserves from the royalty on the NORI Property, such as, but not limited to, operational or environmental risks, equipment or logistical failures, regulatory or permitting delays, or the inability of the operator to secure necessary vessels, contractors or processing infrastructure on commercially suitable terms. Such events may have a material adverse effect on the results of operations and financial condition of TMCR, and the trading price of our Common Shares.

If our portfolio of royalty interests or other interests expands in the future, the revenue we may derive from time to time from our portfolio will be based entirely on production from third-party owners and operators. To the extent that the royalties to which we are entitled are dependent directly or indirectly on the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mineral projects. Mineral exploration, development and production is subject to hazards such as equipment failure, environmental pollution and consequent liability for the owners or operators thereof.

Our sole royalty interest is in a deep-sea mining project that involves unproven technologies at commercial scale, which may impact our ability to generate revenue.

We currently hold a single royalty interest in the NORI Property, a deep-sea mining project focused on the extraction of polymetallic nodules. The development and commercial viability of deep-sea mining operations involve several technologies that have not yet been proven at commercial scale. These include subsea collection systems, onboard processing and environmental monitoring technologies. As a result, the project may face technical failures, higher-than-expected costs, production delays or the inability to achieve economically viable extraction and processing.

In addition, deep-sea mining operations are subject to complex supply chain and infrastructure challenges, including reliance on specialized vessels, port access, and onshore refining capacity. Any interruptions, cost overruns or environmental incidents affecting these components could delay or disrupt production, which would adversely impact our ability to receive royalty revenues from the NORI Property. Given our dependence on this single asset, any such issues could materially affect our business, financial condition, and prospects.

We are dependent on favorable U.S. government policy for offshore mineral development and subject to complex regulatory frameworks.

Our business is significantly dependent on continued support from the U.S. government for the exploration and development of offshore critical minerals, including polymetallic nodules. The NORI

 

22

 

Property underlying our royalty interest is subject to complex regulatory frameworks and evolving policy priorities. Any shift in U.S. government policy — including changes in legislation, executive orders, agency guidance, or permitting practices — that reduces support for offshore mineral exploitation could materially hinder the development of the NORI Property. Such changes may delay or prevent the advancement of the NORI Property, limit access to capital or government incentives, and adversely affect the economic viability of the NORI Property, and as a result, the economic viability of our royalty interest.

Additionally, the NORI Property is located in an offshore jurisdiction subject to both U.S. and international regulatory oversight, including DSHMRA, UNCLOS and applicable U.S. federal laws governing seabed mineral extraction. These regulatory frameworks are complex, evolving, and may be subject to differing interpretations or enforcement priorities. In certain cases, U.S. policy may conflict with international norms or the positions of multilateral bodies, creating uncertainty around permitting, standards, environmental compliance, and operational approvals, which may impact our royalty interest.

As a result, any adverse change in government policy could have a material impact on our business, financial condition, results of operations, and prospects.

We do not conduct exploration, development or production efforts and depend on third-party operators. Therefore, we do not have the ability to control the success of exploration, development or production efforts on the NORI Property which may adversely affect our business, results of operations and financial condition.

We do not intend to be directly involved in the exploration, development and production of minerals from projects in which we have royalty or similar interests. For example, the exploration, development and operation of the NORI Property is determined and carried out by TMC. Any revenue that may be derived from the NORI Royalty will be based on the sale of production by its owner and operator. In addition, our only material asset is the NORI Royalty which is in development stage, is not permitted (and the legal regime applicable to such permitting is uncertain) and may not achieve commercial production and there can be no assurance that if such operations do commence production that they will achieve profitable and continued production levels. TMC, and any future third party owners and operators of royalty assets we may acquire, will generally have the power to determine the manner in which the NORI Property or other future assets are exploited, including decisions regarding feasibility, exploration and development of the NORI Property or decisions to commence, continue or reduce, or suspend or discontinue production from the property.

The interests of TMC, and, if we acquire other royalty interests, other third-party owners and operators may not always be aligned with our interests. In addition, TMC may take action contrary to policies or objectives of TMCR; be unable or unwilling to fulfill their obligations under the NORI Royalty; have difficulty obtaining or be unable to obtain the permits or financing necessary to move projects forward; or experience financial, operational or other difficulties, including insolvency, which could limit the their ability to perform its obligations under arrangements with us. For 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 TMC and other third-party owners and operators may take a more cautious approach to development, as they are exposed to risks related to 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 prioritize production from, mineral projects or areas of a mineral 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 in the future hold, royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition.

In addition, due to counterparty concentration of our existing portfolio, the development and viability of the NORI Property is dependent on the financial condition of TMC and its ability to develop the NORI Property. Any material adverse change in the business, operations and financial condition of TMC may adversely affect our business, results of operations and financial condition and the maintenance and advancement of the mineral project underlying our interests.

Except in limited circumstances as may be specified in a specific royalty, we may not be entitled to any compensation if properties in which we hold or may hold royalties, streams and similar interests in the future discontinue exploration, development or operations on a temporary or permanent basis.

 

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We are subject to the risk that TMC may not receive the permits and licenses necessary to conduct operations at the NORI Property, which would adversely affect our expectation of future revenue.

TMC, through its wholly-owned affiliates, NORI and The Metals Company USA, LLC, holds the exploration license from the ISA and has submitted two exploration licenses, one commercial recovery permit and one consolidated exploration license and commercial recovery permit application the NOAA, for the exploration and commercial recovery of polymetallic nodules in the area of the NORI Property. TMC and its affiliates may not receive exploration licenses or recovery permits from the NOAA, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty. Furthermore, TMC and its affiliates may never receive a permit or license from the ISA to permit exploitation in the area of the NORI Property, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty.

Even if TMC obtains a permit from NOAA, such authorization may be subject to challenge or review by other domestic or international regulatory bodies, which could adversely affect the development of the project and the timing or amount of royalty payments we receive, which may adversely affect our business, results of operations and financial condition.

We have a limited operating history and thus are subject to risks associated with new business development and you have no basis on which to evaluate our ability to achieve our business objectives.

Because we have a relatively limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage operating companies in rapidly evolving markets and risks specific to our business. These risks include, among others:

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that our only current material asset is the NORI Royalty and the NORI Property may never generate enough output to generate substantial royalty payment;

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even if the NORI Property is successful and generates substantial revenues, if we do not obtain additional royalty interests or other interests in the future, our revenue may decline;

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that we may not achieve our growth strategy or acquire additional royalty interests or other interests; and

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that fluctuations in our operating results will be significant and volatile as we currently only have one royalty interest.

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Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We have a history of operating losses and, following the Spin-Out, may not achieve or maintain profitability and positive cash flow.

To date, we have received no revenue from the NORI Royalty, the only material asset we hold following the Spin-Out. We have incurred significant net losses since our inception and have financed our operations principally through equity financing and revenue received from the Oil and Gas Royalties. If we sustain losses over an extended period of time, we may be unable to continue our business. Even if we do achieve profitability, we cannot predict the level of such profitability.

We do not know whether the NORI Royalty will result in revenue or whether we can achieve profitability. There is significant uncertainty about our ability to realize revenue from our current royalty interest or acquire additional royalty interests or other interests in the future. Even if we do realize revenue from our current or future royalty interest or other interests and become profitable, we may not be able to achieve or, if achieved, sustain profitability.

Our sole royalty interest is not on producing properties and this and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.

The property underlying our NORI Royalty, the NORI Property, is not currently in production and no commercial recovery permits for extracting minerals from the seafloor within the NORI Property have been

 

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granted under ISA or DSHMRA. Our sole royalty and any future royalty, streaming or similar interests we acquire, may never produce any revenues. While the discovery of mineral deposits may result in substantial revenue, few properties that are explored are ultimately developed into producing mines. Major expenditures by the company developing the relevant property may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by the Company in the future will result in profitable commercial mining operations. In addition, our information about the NORI Property is primarily based on the Technical Reports which may be inaccurate. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not generating sufficient royalty revenues. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production.

The failure of TMC to receive commercial recovery permits for extracting minerals from the seafloor within the NORI Property, or even if granted, the failure of any of the NORI Property to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our NORI Royalty or the acquisition of any future royalty interests, and our business results of operations, cash flows and financial condition.

Our sole royalty is subject to buy-back rights in favor of our counterparties that could adversely affect the revenues generated from the asset portfolio.

As of the date of this prospectus, the NORI Royalty is subject to buy-back or buy-down rights. Under the terms of the NORI Royalty Agreement, subject to certain conditions, NORI has the right (i) to repurchase 50% of the NORI Royalty by making a payment that would provide the holder with an agreed rate of return (“First Repurchase Right”) and (ii) to repurchase an additional 25% of the NORI Royalty on or after February 21, 2028 by making a payment that would provide the holder with an agreed rate of return (“Second Repurchase Right”). The First Repurchase Right expires on February 21, 2030 and the Second Repurchase Right expires on February 21, 2033. Buy-back and buy-down rights are common in the industry and allow an operator to permanently eliminate or reduce the royalty holder’s interest or entitlement under the relevant royalty or other interest. The exercise of the First Repurchase Right or Second Repurchase Right may result in a material adverse effect on our earnings, if any, results of operations, financial condition and prospects and the trading price of our securities by significantly reducing the revenue we would have received under the NORI Royalty.

Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interest could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by a change of control, bankruptcy or the insolvency of operators.

Defects in or disputes relating to the NORI Royalty or any royalty interest we may acquire in the future may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we hold and may acquire in the future, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is generally subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings.

 

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The NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists. While the NORI Royalty Agreement expresses the intention of the parties for the NORI Royalty to be an interest in land, it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.

For those reasons, while the NORI Royalty Agreement contains a covenant to register security interests in our favor over the applicable NORI Property in the future, until a regulatory regime is established, we do not have the protection of security interests that could help us recover all or part of our investment in our royalty interest in the event of the operator of the NORI Property’s bankruptcy or insolvency. We may never receive such security interests and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of operators, and our royalty interest could be materially restricted or set aside through judicial or administrative proceedings.

If title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalty interests could be found to be invalid.

Our business is subject to the risk that operators of mineral projects and holders of exploration or mining claims, tenements, concessions, licenses or other interests in land and minerals may lose their exploration or mining rights, allow them to expire, or have their rights to explore and mine properties contested by private parties or the government. Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks. If title to exploration or mining tenures subject to our royalty interests has not been properly established or is not properly maintained, or is successfully contested, our royalty interests could be adversely affected.

As discussed above, the NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists and it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.

We have limited access to data or the operations underlying our existing royalty interest and may not have access to such data or the operations on any future royalty and other interests.

We are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development or operation of such properties. Consequently, we have limited or no access to exploration, development or operational data on the NORI Property underlying the NORI Royalty or to the properties themselves. This could affect our ability to assess the value of such interest. This could also result in delays in cash flow anticipated by us, based on the stage of development of the properties underlying our existing NORI Royalty or any future royalty and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections, and our audit rights, if any, may not be effective in protecting our interests. In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development and any future production of minerals from, or the continued operation of, the NORI Property underlying the NORI Royalty, or any future properties in which we have an interest, may have a material adverse effect on our business, results of operations and financial condition.

For example, we rely on TMC to provide data pursuant to the NORI Royalty Agreement. The information received may be imprecise or incomplete as the result of it being compiled by TMC without any oversight by us. If the information provided by TMC to us contains material inaccuracies or omissions, then our disclosure may be inaccurate and our ability to accurately forecast or achieve our stated objectives may be materially impaired, which may have a material adverse effect on our business.

 

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In addition, our ability to detect payment errors through our associated internal controls and procedures is limited. Royalty agreements entered into from time to time by us may require an owner or operator to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in the calculation of royalty payments that we may receive. In addition, the NORI Royalty Agreement requires us to provide notice within 24 months after receipt of a royalty statement; otherwise, the royalty payment is considered final and in full satisfaction of the counterparty’s obligations. We do not expect to be able to rectify any revenue adjustment more than 24 months after the receipt of a royalty statement.

Of the royalty agreements that we may enter into, some, such as the NORI Royalty Agreement, may provide us with the right to audit the operational calculations and production data for associated payments; however, such audits may occur many months following the recognition by us of the applicable revenue and may require us to adjust our revenue in later periods.

As the holder of a royalty interest, we may have limited access to data on the operations or to the actual properties underlying the royalty. This limited access to data or disclosure regarding operations could affect our ability to assess the performance of the royalty. This could result in delays in cash flow from that which is anticipated by us based on the stage of development of the properties covered by the assets within our portfolio in the property.

Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.

Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mineral projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which would have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

As discussed above, the NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists and it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.

Development and operation of mining operations is highly capital-intensive and any inability of the operators of properties underlying our existing or future royalty or other interests to meet their liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from such interests.

If operators of properties in which we hold interests do not have the financial capabilities or strength, or sufficient credit or other financing capability, to cover the costs of developing or operating their mining operations, they may curtail, delay or cease development or operations at a mine site, or enter into bankruptcy proceedings. An operator’s ability to raise and service sufficient capital may be affected by, among other things, macroeconomic and geopolitical conditions, future commodity prices of metals to be mined, or further economic volatility in the areas in which they operate and global financial markets. If certain of the operators of the properties on which we have royalty interests suffer these material adverse effects, then our existing or future royalty or other interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development and operation of their properties may be materially adversely affected.

 

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In addition, our ability to generate future cash flows and our financial condition will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties, streams and similar interests that are or may be held by us. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of mineral reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator. Our rights to payment under royalties and similar interests must, in most cases, be enforced by contract without the protection of a security interest over property that we could readily liquidate. This inhibits our ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we will be treated like any other unsecured creditor, and therefore have limited prospects for full recovery of any royalty or similar revenue.

Operations in foreign countries or outside sovereign jurisdictions are subject to many risks, which could decrease our revenues.

Our NORI Royalty is outside of the United States, located in international waters of the CCZ. In addition, future acquisitions may expose us to new jurisdictions. Our activities and those of the operator of any property on which we hold or in the future hold royalty interests are subject to the risks normally associated with conducting business in foreign countries. These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as:

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expropriation or nationalization of mining property;

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seizure of mineral production;

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exchange and currency controls and fluctuations;

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limitations on foreign exchange and repatriation of earnings;

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restrictions on mineral production and price controls;

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import and export regulations, including trade sanctions and restrictions on the export of minerals;

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changes in legislation and government policies, including changes related to taxation, government royalties, tariffs, imports, exports, duties, currency, foreign ownership, foreign trade, foreign investment and other forms of government take;

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challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, intergovernmental organizations, non-governmental organizations or other third parties;

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changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets;

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high rates of inflation and tariffs on products using metals extracted from mines;

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labor practices and disputes;

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enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;

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renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;

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war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments;

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corruption;

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exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject;

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suspension of the enforcement of creditors’ rights and shareholders’ rights; and

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loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.

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These risks may limit or disrupt the exploration and development of mineral projects on which we hold royalty and other interests, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Public opposition to deep-seabed mining and calls for a moratorium could adversely affect our operations, reputation, and ability to secure necessary permits.

Several non-governmental organizations and other stakeholders have launched vigorous campaigns opposing deep-seabed mining, citing concerns about potential environmental impacts. In response, some participants in the EV supply chain have called for a general moratorium on all forms of deep-seabed mining until further research is conducted on the marine impacts of nodule collection operations. Although TMC is in the process of completing its Environmental and Social Impact Assessment and Cultural Heritage Impact Assessment for the offshore nodule collection segment of the NORI Area D project, the outcome of these assessments remains uncertain.

Public perception and regulatory response to deep-sea mining could delay or restrict TMC’s ability to proceed with commercial operations, which negatively impacts our ability to obtain revenues from the NORI Property. Any such delays or restrictions could have a material adverse effect on our business, financial condition, and results of operations.

Fluctuations or decreases in the prevailing market price of and demand for nickel, manganese, copper, cobalt and other commodities may have an adverse impact on the value of our royalty interest.

The value of our royalty interest and the potential future development of the NORI Property are directly related to the market price of critical metals, including nickel, copper, cobalt and manganese ores and other commodities. For example, our NORI Royalty is calculated based on the gross proceeds from the sale of Products from the NORI Property. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining royalty company including: military conflict; prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculation; governmental and exchange decisions regarding the disposal of metal stockpiles; political and economic conditions; available supplies of the four critical metals contained in nodules from mine production, inventories and recycled metal; sales by holders and producers of these critical metals; and demand for downstream products containing nickel, copper, cobalt and manganese, including batteries for EV and energy storage that consume high volumes the minerals to produce, and a number of other factors.

Declines in market prices could cause an operator to cease or slow down exploration and development activities, reduce, suspend or terminate production from an operating project or construction work at a development project and negatively impact our ability to obtain revenues from its interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

We depend on the services of our Chair and Chief Executive Officer, President and Chief Financial Officer and other key employees.

We are dependent on the continued services of a small number of key executive management personnel. The loss of services of key members of management or other key employees of ours could have a material adverse effect on the Company. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance that we will be successful in recruiting and retaining the personnel we need to successfully operate our business. If we are not successful in attracting

 

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and retaining qualified personnel, our ability to execute on our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We may use leverage in connection with our capital deployment, which could increase the risk of loss.

We may in the future finance acquisitions of royalty or other interests through the use of debt. The use of leverage could magnify the potential for loss if the royalties we acquire do not generate sufficient income to service such debt. In addition, any indebtedness we incur could subject us to restrictive covenants, limit our financial flexibility, and increase our exposure to changes in interest rates. If the cash flow from our royalty portfolio is insufficient to meet our debt service obligations, we may be forced to reduce or delay acquisitions, sell assets, or take other actions that could materially and adversely affect our business, financial condition and results of operations.

Our expected returns from the NORI Royalty, and any future royalty interests we may acquire, are based on numerous assumptions, which may prove inaccurate.

The value of the NORI Royalty, or of any royalty interests we may acquire in the future, and the cash flows they may generate, depend on a number of assumptions, including future production levels, operating costs, capital expenditures, mineral reserve and resource estimates, mine life and commodity prices. These assumptions are made by TMC, as the operator of the NORI Property, and may also be made by operators of any properties underlying royalty interests we may acquire in the future. Such assumptions are inherently uncertain and subject to change, and are often beyond our control. If the assumptions underlying our projected returns are not realized, our revenues could be significantly lower than anticipated, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face intense competition for royalty acquisitions.

We compete with other royalty and streaming companies, as well as mining companies and other potential investors, for attractive royalty acquisition opportunities. Many of our competitors may have greater financial resources, lower costs of capital or more established relationships with operators. Increased competition may result in higher acquisition costs, reduced availability of suitable royalty opportunities or less favorable terms. If we are unable to compete successfully for royalty interests, our growth prospects may be materially limited.

Unsuccessful efforts to acquire new royalties may result in significant costs and reduce our ability to pursue other opportunities.

We expect to devote significant resources to identifying, evaluating and pursuing potential royalty acquisitions. These activities may require us to incur significant transaction costs, including legal, accounting, and technical due diligence expenses, regardless of whether a transaction is ultimately consummated. Unsuccessful acquisition efforts could therefore result in a drain on our financial and management resources and may negatively impact our ability to pursue subsequent opportunities.

The value of our royalty interest depends in part on demand for critical minerals used in EVs and renewable energy storage, which is uncertain.

Our royalty exposure relates to polymetallic nodules that contain nickel, cobalt, copper and manganese, which are critical to EV and renewable energy storage applications. The demand for these minerals is influenced by government incentives, regulatory developments, consumer adoption rates, technological advances, and competing energy storage technologies. Recent uncertainty in the EV and alternative energy markets, particularly in the United States, illustrates that growth in these sectors may not occur at the pace anticipated. If demand for such minerals does not develop as expected or is not sustained, the operators of the properties using the minerals underlying our royalty interests may reduce production or delay development, which could adversely affect our revenues and the value of our royalty portfolio.

Recent actions by the Trump Administration, including the rescission of EV mandates and the suspension of EV-related incentives under the IRA, have introduced uncertainty into the policy environment

 

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for clean energy and critical mineral supply chains. These changes could reduce demand for EVs and battery materials, delay project development timelines or affect the economic viability of certain operations. These and any additional such future changes in federal or state policy, political leadership, or public sentiment could adversely affect the NORI Project, or other projects in which we hold royalty interests in the future, and in turn, could materially impact our financial performance and growth prospects.

Certain of our directors and officers also serve as directors and officers of other companies in the mining and/or natural resources sectors, which may cause them to have conflicts of interest.

All of our executive officers are employed by us on a full-time basis and are expected to dedicate substantially all of their working time to their roles with the Company. However, certain of our executive officers and directors also hold officer and/or non-executive directorship positions, advisory positions and/or have significant shareholdings in other companies, including companies involved in natural resources investment, exploration, development and production. As a result, these individuals may, from time to time, have other professional commitments in addition to their responsibilities to the Company.

To the extent that these outside companies operate in the natural resources sector or in other industries in which we currently operate or may in the future operate, our executive officers’ and directors’ outside business activities may give rise to actual or potential conflicts of interest. These may include, among other things, conflicts in evaluating or pursuing corporate opportunities, negotiating and concluding transactions, or allocating time and attention among competing business interests. Any such conflicts of interest, if not appropriately managed, could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Ownership of Our Common Shares

Our listing differs significantly from an underwritten initial public offering.

Prior to the opening of trading on the Nasdaq Capital Market, there will not be a traditional book building process and no price at which underwriters initially sell shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on the Nasdaq Capital Market. The Direct Listing of our Common Shares on the Nasdaq Capital Market differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

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There are no underwriters involved in the Direct Listing. Therefore, buy and sell orders submitted prior to and at the opening of trading of our Common Shares on the Nasdaq Capital Market will not have the benefit of being informed by a published price range or a price at which the underwriters initially sell shares to the public, as would be the case in an underwritten initial public offering. Moreover, there will be no underwriters assuming risk in connection with the initial resale of our Common Shares. Unlike in a traditional underwritten offering, this registration statement does not include the registration of additional shares that may be used at the option of the underwriters in connection with overallotment and price stabilization activity. Moreover, we will not engage in, and have not and will not, directly or indirectly, request any financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with any sales made pursuant to this registration statement. In an underwritten initial public offering, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the trading price of our Common Shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions with respect to the trading of our Common Shares on the Nasdaq Capital Market, there could be greater volatility in the trading price of our Common Shares during the period immediately following the listing. See also “— Our stock price may be volatile, and could decline significantly and rapidly”.

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There is not a fixed or determined number of Common Shares available for sale in connection with the registration and the listing. Therefore, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their Common Shares, and there may initially be a lack of supply of, or demand for, our Common Shares on the Nasdaq Capital Market and a liquid market for our Common Shares may not develop. Alternatively, we may have a large number of Registered Shareholders or other existing shareholders who choose to sell their Common Shares in the near term, resulting in potential oversupply of our Common Shares, which could adversely impact the trading price of our Common Shares once listed on the Nasdaq Capital Market and thereafter.

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We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our Common Shares on the Nasdaq Capital Market. Instead, we expect to host an investor day and engage in certain other investor education meetings. We expect to announce the date for this investor day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will include content similar to a traditional roadshow presentation. We will make a version of the presentation publicly available, without restrictions, on our website. There can be no guarantee that the investor day and other investor education meetings will be as effective a method of investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to our Common Shares or sufficient demand among potential investors immediately after our listing, which could result in a more volatile trading price of our Common Shares.

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Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our Common Shares, if the price of our Common Shares or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

Our stock price may be volatile, and could decline significantly and rapidly.

The listing of our Common Shares and the registration of the registered Common Shares is a novel process that is not an underwritten initial public offering. We have engaged Stifel to serve as our financial advisor. There will not be a traditional book building process and no price at which underwriters initially sell shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on the Nasdaq Capital Market. Pursuant to Nasdaq’s rules, once Stifel, in its capacity as our designated financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), has notified Nasdaq that our Common Shares stock are ready to trade, Nasdaq will calculate the Current Reference Price for our Common Shares, in accordance with Nasdaq’s rules. If Stifel then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with Stifel, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will then be executed at such price and regular trading of our Common Shares on the Nasdaq Capital Market will commence. Under Nasdaq’s rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell our Common Shares can be matched; (ii) if more than one price exists under clause (i), then the price that minimizes the number of our Common Shares for which orders cannot be matched; (iii) if more than one price exists under clause (ii), then the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our Common Shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under clause (iii), a price determined by Nasdaq after consultation with Stifel in its capacity as financial advisor. Stifel will exercise any consultation rights only to the extent that it may do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M (to the extent applicable), or applicable relief granted thereunder. Stifel will determine when our Common Shares are ready to trade and approve proceeding at the Current Reference Price primarily based on consideration of volume, timing, and price. In particular, Stifel will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If Stifel does not approve proceeding at the Current Reference

 

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Price (for example, due to the absence of adequate pre-opening buy and sell interest), Stifel will request that Nasdaq Capital Market delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. The length of such delay could vary greatly, from a short period of time such as one day, to a decision to not list our shares on the Nasdaq Capital Market at all. As a result, the absence of sufficient price discovery may result in delays in the opening of trading and, volatile prices and supply once trading commences. The opening public price may bear no relationship to the market price for our Common Shares after our listing, and thus may decline below the opening public price.

Moreover, prior to the opening trade, there will not be a price at which underwriters initially sell Common Shares to the public as there would be in an underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on the Nasdaq Capital Market, the trading price of our Common Shares may be more volatile than in an underwritten initial public offering and could decline significantly and rapidly.

Further, if the trading price of our Common Shares is above the level that investors determine is reasonable for our Common Shares, some investors may attempt to short our Common Shares after trading begins, which would create additional downward pressure on the trading price of our Common Shares.

The trading price of our Common Shares following the listing also could be subject to wide fluctuations in response to numerous factors in addition to the ones described in the preceding risk factors, many of which are beyond our control, including:

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actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors;

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the number of Common Shares made available for trading;

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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or variance in our financial performance from expectations of securities analysts;

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changes in our projected operating and financial results, including changes in the operations of the operator of the property underlying our existing royalty interest;

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announcements by us or our competitors of royalty interests or other interests or challenges to our existing royalty interests;

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significant data breaches, disruptions to, or other incidents involving our systems of those of the operators or owners of the property underlying our royalty interest;

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our involvement in litigation;

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future sales of our Common Shares by us or our shareholders;

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changes in our board of directors, senior management, or key personnel;

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the trading volume of our Common Shares;

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changes in the anticipated revenue or operations of the property underlying our royalty interest;

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general, global and national economic and market conditions; and

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other events or factors, including those resulting from war, incidents of terrorism, pandemics, elections, or responses to these events.

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In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our Common Shares on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our Common Shares that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our Common Shares and an unsustainable trading price if the price of our Common Shares significantly rises upon listing and institutional investors believe our Common Shares are worth less, in

 

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which case the price of our Common Shares may decline over time. Further, if the public price of our Common Shares is above the level that investors determine is reasonable for our Common Shares, some investors may attempt to short our Common Shares after trading begins, which would create additional downward pressure on the public price of our Common Shares. To the extent that there is a lack of consumer awareness among retail investors, such lack of consumer awareness could reduce the value of our Common Shares and cause volatility in the trading price of our Common Shares.

Such differences from an underwritten initial public offering could result in a volatile trading price for our Common Shares and uncertain or limited trading volume, which may adversely affect your ability to sell any Common Shares that you hold now or may hold in the future.

In addition, stock markets with respect to newly public companies have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our Common Shares shortly following the listing of our Common Shares on the Nasdaq Capital Market as a result of the supply and demand forces described above. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

An active, liquid, and orderly market for our Common Shares may not develop or be sustained. You may be unable to sell your Common Shares at or above the price at which you purchased them.

We currently expect our Common Shares to be listed and traded on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, there has been no public market for our Common Shares. Moreover, consistent with Regulation M and other federal securities laws applicable to our listing, we have not consulted with Registered Shareholders or other existing shareholders regarding their desire or plans to sell shares in the public market following the listing or discussed with potential investors their intentions to buy our Common Shares in the open market. While our Common Shares may be sold after our listing on the Nasdaq Capital Market by the Registered Shareholders pursuant to this prospectus or by our other existing shareholders in accordance with Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) unlike an underwritten initial public offering, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their Common Shares, and there may initially be a lack of supply of, or demand for, Common Shares on the Nasdaq Capital Market. Conversely, there can be no assurance that the Registered Shareholders and other existing shareholders will not sell all of their Common Shares, resulting in an oversupply of our Common Shares on the Nasdaq Capital Market. In the case of a lack of supply of our Common Shares, the trading price of Common Shares may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our Common Shares if they are unable to purchase a block of our Common Shares in the open market in a sufficient size for their investment objectives due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Shares at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Shares in a sufficient amount for their investment objectives, the market for our Common Shares may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Shares. In the case of a lack of demand for our Common Shares, the trading price of our Common Shares could decline significantly and rapidly after our listing. Therefore, an active, liquid, and orderly trading market for our Common Shares may not initially develop or be sustained, which could significantly depress the trading price of our Common Shares and/or result in significant volatility, which could affect your ability to sell your Common Shares.

Our principal shareholders will have the ability to influence the outcome of director elections and other matters requiring shareholder approval.

Our directors, executive officers, and holders of more than 5% of our Common Shares and their affiliates will collectively beneficially own, in the aggregate, shares representing approximately 29.48% of the voting power of our outstanding Common Shares, voting together as a single class, based on the number

 

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of shares outstanding as of March 11, 2025, without giving effect to any sales or purchases that these holders may make upon our listing. These shareholders currently have, and likely will continue to have, considerable influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders could have the effect of delaying or preventing a significant corporate transaction, such as a merger or other sale of our company or our assets. This concentration of ownership will limit the ability of other shareholders to influence corporate matters and may cause us to make strategic decisions that could be adverse to the interests of other shareholders.

Following our listing, sales of substantial amounts of our Common Shares in the public markets, or the perception that sales might occur, could cause the trading price of our Common Shares to decline.

In addition to the supply and demand and volatility factors discussed above, sales of a substantial number of our Common Shares into the public market, particularly sales by our directors, executive officers, and principal shareholders, or the perception that these sales might occur in large quantities, could cause the trading price of our Common Shares to decline.

We have also entered into the SEPA with Yorkville, whereby, we can sell Common Shares in an aggregate amount up to $100 million, subject to certain conditions being met, within 36 months from the date of our listing on Nasdaq. If we sell shares pursuant to this agreement with Yorkville, you will experience dilution.

The Registered Shareholders hold all of our outstanding capital stock. Our directors and executive officers and their affiliates hold approximately 29.48% of our outstanding stock (with approximately 100% of these shares subject to the lock-up agreement described below). Subject to the lock-up agreement described below to the extent applicable, these shares may be immediately sold pursuant to this prospectus. Once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days and assuming the availability of certain public information about us, subject to the lock-up agreement described below to the extent applicable, (i) non-affiliates who have beneficially owned our Common Shares for at least six months may rely on Rule 144 to sell their Common Shares, and (ii) our directors, executive officers and other shareholders who have beneficially owned our Common Shares for at least six months, including certain of the Common Shares covered by this prospectus to the extent not sold hereunder, will be entitled to sell their Common Shares subject to volume limitations under Rule 144.

Certain of the Registered Shareholders who acquired Common Shares below a specified price, representing approximately 75.08% of the Common Shares, have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly our Common Shares, or to enter into any swap or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of our Common Shares, for a period of 24 months after the initial listing date; provided that, of the Common Shares otherwise subject to these restrictions, 500 will be released on the date of the Direct Listing; 10% of the remainder will be released 6 months after the date of the Direct Listing; 15% of the remainder will be released 9 months after the date of the Direct Listing; 15% of the remainder will be released 12 months after the date of the Direct Listing; 15% of the remainder will be released 15 months after the date of the Direct Listing; 15% of the remainder will be released 18 months after the date of the Direct Listing; 15% of the remainder will be released 21 months after the date of the Direct Listing and the rest will be released 24 months from the date of the Direct Listing. Sales of substantial amounts of our Common Shares upon the expiration or early termination of these lock-up restrictions, including following any of the foregoing staggered release dates, or the perception that such sales might occur, could cause the trading price of our Common Shares to decline.

Finally, following the effectiveness of the registration statement of which this prospectus forms a part, we expect to file a registration statement on Form S-8 registering future issuances of up to 8,114,593 Common Shares under the Company’s 2025 Plan and the CEO Performance Plan. Accordingly, these shares will be able to be freely sold in the public market upon issuance, subject to compliance by affiliates with Rule 144.

Our issuance of additional Common Shares in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other shareholders.

We expect to issue additional Common Shares in the future that will result in dilution to all other shareholders. We expect to grant equity awards to employees, directors, and consultants under our equity

 

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incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, additional royalties, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional Common Shares may cause shareholders to experience significant dilution of their ownership interests and the per share value of our Common Shares to decline. Additionally, we have also entered into the SEPA with Yorkville, whereby, we can sell our Common Shares to Yorkville in an aggregate amount of up to $100 million, subject to certain conditions being met, within 36 months from the date of the Direct Listing. If we sell shares pursuant to this agreement with Yorkville, you will experience dilution.

Conversion of the subscription receipts will dilute existing shareholders

We issued an aggregate of 3,134,481 subscription receipts from July 2025 through October 2025 at a price of $5.00 per subscription receipt for total gross proceeds of approximately $15.7 million. If the escrow release conditions are satisfied (including receipt of written confirmation of conditional approval from a national stock exchange in connection with the public listing of the Company) and the escrowed proceeds are released to us, the subscription receipts are expected to automatically convert, without any further payment by the holders, into common shares in accordance with their terms. As a result, we would issue 3,134,481 additional common shares, which would immediately and significantly dilute the ownership interests and voting power of our existing shareholders.

The proposed CEO Performance Plan may result in material dilution to our shareholders, including accelerated dilution in connection with a change in control, and is based solely on stock price performance.

On March 3, 2026, our Compensation Committee approved, subject to shareholder approval, the CEO Performance Plan solely to authorize a single award of 3,000,000 performance-based restricted stock units to our Chief Executive Officer. The plan authorizes the issuance of up to 3,000,000 common shares and does not permit the grant of additional awards. See “Executive Compensation — The CEO Performance Plan” elsewhere in this prospectus additional information on the CEO Performance Plan.

Based on approximately 55 million common shares outstanding as of March 3, 2026, the reserved common shares represent approximately 5.5% of our outstanding common shares. If all 3,000,000 PRSUs are earned and settled in common shares, the issuance of such shares would increase our outstanding share count by approximately 5.5%, resulting in dilution to existing shareholders.

The PRSUs are earned solely upon the achievement of specified stock price thresholds of $30, $40 and $50 per share (subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar events affecting our comment shares), measured based on a 20-trading day average closing price during a five-year performance period. The performance conditions are not tied to revenue, cash flow, production, reserve growth, return metrics or other operating or strategic milestones and do not incorporate relative total shareholder return or peer benchmarking. Vesting is therefore directly dependent on absolute stock price appreciation, which may be influenced by factors beyond our control. This structure may incentivize a focus on stock price performance within the applicable measurement period, which may not necessarily align with long-term operating performance.

In addition, in the event of a change in control during the performance period, unvested PRSUs will be deemed earned solely to the extent that the per-share transaction price equals or exceeds one or more of the performance thresholds and will be settled immediately prior to closing. Accordingly, a qualifying transaction could result in the accelerated issuance of up to 3,000,000 additional shares (or a substantial cash payment in lieu thereof), resulting in immediate dilution at the time of the transaction and potentially affecting transaction economics.

Although the CEO Performance Plan authorizes only this single award and does not permit additional grants, the potential dilution or cash expense associated with this award could adversely affect the market price of our common shares.

We may not be able to meet each of the quantitative requirements of the Nasdaq Capital Market’s Market Value Standard for Direct Listings.

We have applied to have our Common Shares listed on Nasdaq Capital Market. In order for Nasdaq Capital Market to approve our listing application, we will need to meet the quantitative requirements of the

 

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Nasdaq Capital Market’s Market Value Standard for Direct Listings, as provided in Nasdaq Listing Rules 5505(a) 5505(b)(2), and IM 5505-1. In the event that we are unable to meet such requirements, or, even if do meet such requirements, Nasdaq does not approve our listing application, we will not be approved to list our Common Shares on Nasdaq Capital Market, we will terminate the Direct Listing, and our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Common Shares are “penny stock” which will require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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the loss of access to the approximately $15.7 million of proceeds currently held in escrow pursuant to our subscription receipt financing;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Common Shares will be listed on Nasdaq Capital Market, we expect our Common Shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. If we cannot be listed on Nasdaq Capital Market or any other national securities exchange, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

If we cannot meet the continued listing requirements of Nasdaq, Nasdaq may delist our securities.

As a public company, we will be subject to the reporting requirements and the rules and regulations of the applicable listing standards of Nasdaq. If we fail to maintain compliance with the continued listing standards of Nasdaq, our securities may be delisted, which could negatively affect the market price and liquidity of our securities. In such a case, we may seek to regain compliance by implementing a number of available options. If in the future our securities are delisted from Nasdaq, we could face significant material adverse consequences, including: limited availability of market quotations for our securities; reduced liquidity for our shares; a determination that our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our shares; a limited amount of news and analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future. In addition, as long as our shares are listed on Nasdaq, U.S. federal law prevents or preempts the states from regulating their sale, although the law does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares. Additionally, if the securities are not listed on, or become delisted from Nasdaq, for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the securities may be more limited than if our securities were quoted or listed on Nasdaq or another national securities exchange. Shareholders may be unable to sell their securities unless a market can be established or sustained.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Shares.

Payment of dividends on our Common Shares is within the discretion of our board of directors and will depend on many factors. See “Dividend Policy”. We anticipate that all available funds will be invested to finance the growth of its business for the foreseeable future.

 

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Investors in our Common Shares may be unable to bring claims under Sections 11 and 12(a)(2) of the Securities Act due to the tracing requirement, which may limit the remedies available to investors in a direct listing.

In a traditional underwritten initial public offering, investors can generally trace their shares to the registration statement, enabling them to bring claims under Sections 11 and 12(a)(2) of the Securities Act for material misstatements or omissions. However, in a direct listing like ours that does not involve a firm commitment underwriting, investors may be unable to establish that their shares were issued pursuant to the registration statement. As a result, liability under Section 11 and possibly Section 12(a)(2) may be unavailable to some investors, even in the event of a material misstatement or omission.

In June 2023, the U.S. Supreme Court held in Slack Technologies, LLC v. that shareholders asserting Section 11 claims must plead and prove that their shares are traceable to the allegedly defective registration statement. The U.S. Court of Appeals for the Ninth Circuit, in its 2025 opinion on remand, confirmed that the tracing requirement applies in the context of direct listings and that tracing shares to a registration statement is particularly difficult where registered and unregistered shares begin trading at the same time. While the scope of Section 12(a)(2) liability remains unresolved, courts may impose similar traceability requirements.

Accordingly, if you purchase our Common Shares in the open market following this direct listing, you may not be able to assert claims under Section 11 or Section 12(a)(2) of the Securities Act for any material misstatements or omissions in this prospectus or the registration statement of which this prospectus forms a part. This limitation may reduce the potential remedies available to investors, limit recovery in the event of a violation of the federal securities laws, and adversely affect the market price of our Common Shares. Moreover, because our potential liability under the Securities Act may be reduced as compared to a traditional initial public offering, investors may face greater risk in the event of inaccurate or incomplete disclosures. If, however, subsequent opinions determine that shareholders have standing to assert such claims under the Securities Act in a direct listing, we may face greater exposure to litigation in the future, which could result in substantial expenses, divert our management’s attention and harm our ability to raise capital in the future.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (Section 404) and reduced disclosure obligations.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the listing of our Common Shares on the Nasdaq Capital Market; (2) the last day of the first fiscal year in which our annual gross revenue is 1.235 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.

We cannot predict if investors will find our Common Shares less attractive if we choose to rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares, and our stock price may be more volatile.

Because we are a corporation incorporated under the laws of British Columbia and some of our directors and officers are residents of Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the U.S. federal securities laws. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors

 

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or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the U.S. federal securities laws. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

We have identified a material weakness in our internal control over financial reporting, and if we fail to remediate this or identify additional material weaknesses, our ability to accurately report our financial results may be impaired, which could adversely affect investor confidence, our stock price, and our regulatory compliance.

In connection with the audits of our financial statements for the years ended December 31, 2023 and 2024, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified was due to insufficient staffing of qualified accounting and finance personnel and inadequate management oversight of the accounting function, which contributed to material errors in our financial statements. Specifically, we lacked effective controls over: the determination of the fair value of the royalty assets included in the Oil and Gas Royalties when acquired, and the allocation of the consideration issued in connection with the acquisition of the Oil and Gas Royalties between the royalty assets, services performed for us in respect of the transfer of such royalty assets and reasonable charges and expenses incurred relating thereto that were reasonably expected to benefit us; the determination of the fair value of our Common Shares issued in connection with share based compensation; the accounting for financial instruments such as the contingent value right; the accounting for income taxes; and the timing of issuance and repurchase of our Common Shares.

We have begun implementing measures to remediate this material weakness, including engaging external consultants, recruiting experienced accounting and finance personnel, formalizing internal control processes and documentation, and enhancing supervisory reviews. These efforts will result in additional costs, primarily related to personnel and consulting fees. However, we cannot assure you that the steps we have taken or may take in the future will be sufficient to remediate the identified material weakness or prevent future material weaknesses.

We have not previously conducted an evaluation of our internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act, including our information technology general and application controls, because such evaluation has not been required. As a result, additional material weaknesses may exist that have not yet been identified. Beginning with our second Annual Report on Form 20-F, we will be required to include a report of management on our internal control over financial reporting. Once we cease to be an “emerging growth company” as defined in the JOBS Act, our independent registered public accounting firm will also be required to attest to and report on the effectiveness of our internal control over financial reporting.

Our compliance with Section 404 will require substantial accounting and compliance costs and significant management attention. We may need to hire additional personnel with public company experience and technical accounting expertise and compile extensive system and process documentation. If we are unable to complete our evaluation, testing and any required remediation in a timely manner, or if our management or independent registered public accounting firm concludes that our internal control over financial reporting is not effective, we may be unable to produce timely and accurate financial statements. This could result in a loss of investor confidence, a decline in the market price of our Common Shares, and potential sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities.

We will continue to incur increased costs as a result of operating as a reporting company under the Exchange Act, and our management will continue to be required to devote substantial time to compliance with our reporting company responsibilities and corporate governance practices.

As a reporting company under the Exchange Act, and particularly after we are no longer an “emerging growth company,” we will continue to incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of

 

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The Nasdaq Capital Market and other applicable securities rules and regulations impose various requirements on public companies. Compliance with these laws and regulations has increased and will continue to increase our legal and financial compliance costs and make some activities more difficult, time-consuming or costly. Our management and other personnel must devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional future costs we will incur as a public company or the timing of such costs.

We are a foreign private issuer under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than domestic registrants.

As a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies with securities registered under the Exchange Act; we are not required to file financial statements prepared in accordance with U.S. generally accepted accounting principles; and we are not required to comply with SEC Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers, directors and principal shareholders are not subject to the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. 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. Accordingly, you may receive less information about us than you would receive about a company incorporated in the United States and may be afforded less protection under the U.S. federal securities laws than you would be afforded with respect to a company incorporated in the United States. If we lose our status as a foreign private issuer at some future time, we will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if we were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.

Additionally, pursuant to the Nasdaq Listing Rules as a foreign private issuer, we may elect to follow our home country practice in lieu of the corporate governance requirements of the Nasdaq Listing Rules. In certain instances, we have elected to follow Canadian practices in lieu of the requirements of the Nasdaq Listing Rules to the extent permitted under Nasdaq Listing Rule 5615(a)(3).

Changes to tax laws may have an adverse impact on us and holders of our Common Shares.

Changes in tax laws, including amendments to tax laws, changes in the interpretation of tax laws, or changes in the administrative pronouncements or positions by the CRA, may have a material adverse effect on us. In addition, tax authorities could disagree with us on tax filing positions taken by us and any reassessment of our tax filings could result in material adjustments of tax expense, income taxes payable and deferred income taxes.

Changes in tax laws, including amendments to tax laws, changes in the interpretation of tax laws or changes in the administrative pronouncements or positions by the CRA, may also have a material adverse effect on our shareholders and their investment in our Common Shares. Purchasers of our Common Shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition of our Common Shares in their particular circumstances.

Our Common Shares are equity interests and would be subordinate to future issuances by us of indebtedness.

Our Common Shares are equity interests and do not constitute indebtedness. As such, the Common Shares will rank junior to any indebtedness we may incur and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Upon liquidation, lenders and holders of any outstanding debt securities would receive distributions of our available assets prior to holders of our Common Shares.

 

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U.S. holders of our Common Shares may suffer adverse tax consequences in the event we are considered a passive foreign investment company.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined herein. See “Material United States Federal Income Tax Considerations For U.S. Holders”) holds the Common Shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read “Material United States Federal Income Tax Considerations For U.S. Holders” for more information and consult their own tax advisors regarding the likelihood and consequences if we are treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a “qualified electing fund” election (including a protective election) or “mark to market” election, which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income without receipt of such income.

We have not made a formal determination as to whether we would be classified as a PFIC for the tax year ended December 31, 2024 or in past years, and we cannot provide any assurance of our PFIC status for the current or any future tax year.

We have engaged in certain transactions prior to the date of this prospectus, including the Spin-Out, that may be challenged by tax authorities, which could result in adverse tax consequences.

If a relevant taxing authority were to successfully assert that we did not properly account for, report, or structure these transactions, we could be subject to additional taxes, interest, and penalties. Any such assessment could have a material adverse effect on our financial condition, results of operations, and cash flows. There can be no assurance that the tax positions taken in connection with these prior transactions will be sustained if challenged, or that we will not be required to pay additional amounts as a result of such challenges.

General Risk Factors

Our future growth is to a large extent dependent on our ability to acquire additional royalties, streams or similar interests at appropriate valuations in the future.

As part of our business strategy, we will seek to purchase or otherwise acquire critical metal royalties, streams or similar interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate interests or negotiate acceptable contracts with respect to potential royalties, streams or similar interests, or we may be unable to raise sufficient equity or debt capital, or secure other financing, to acquire the interests or assets we seek. There can be no assurance that we will be able to identify and acquire any additional royalties, streams or similar interests that we pursue on favorable terms or at all, or that any royalties, streams or other interests completed will ultimately generate revenue for us.

We may enter into acquisitions or other material transactions at any time.

In the ordinary course of business, we will engage in a continual review of opportunities to acquire royalties, streams or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalties, streams or similar interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, the engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, we could be subject to restrictive covenants, limitations on our financial flexibility, and increased exposure to changes in interest rates. We also could issue Common Shares to fund acquisitions. Issuances of Common Shares would dilute existing shareholders and may reduce some or all of our per share financial measures.

Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction

 

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may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the mineral project, its operators, or the jurisdictions in which the mineral project is located, and other risks discussed in this prospectus. There can be no assurance that any acquisitions completed will ultimately benefit us.

Estimates of mineral resources on the NORI Property in which we have, or projects in which we may in the future have, royalty interests are subject to significant revision.

The mineral resources reported by TMC in the Technical Reports have been determined by the mineral project operator based on assumed future prices, cut-off grades and operating costs. However, until mineral deposits are actually mined and processed, any mineral resources referred to in this prospectus related to the NORI Royalty must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, analysis of drilling results and industry practices. Estimates can be imprecise and depend upon geological interpretations and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale. The grade of the reported mineral resources is uncertain in nature and it is uncertain whether further technical studies will result in an upgrade to them. Any material change in the quantity of mineralization, grade or mill feed-to-waste ratio or extended declines in market prices for the underlying metals may render some or all of the mineralization uneconomic and result in reduced reported mineral resources. Any material reductions in estimates of mineral resources reported by the operators of our interest, or of their potential ability to extract such mineral resources in the future, could have a material adverse effect on our financial condition.

Changes to the Technical Reports for the NORI Property could adversely affect our business.

The mineral resource estimates for the NORI Property, and any mineral reserve estimates that may be disclosed by TMC in respect of the NORI Property, are supported by the Technical Reports. These reports and related disclosures are subject to the requirements, and evolving interpretation, of S-K 1300. From time to time, TMC may be required, or may determine it is appropriate, to amend, replace or supplement one or more of the Technical Reports or its related technical disclosure, including in response to the SEC interpretation of S-K 1300 or guidance, additional data, changes in assumptions or methodologies, or other developments. Any such amendment, replacement or supplement could result in material changes, including reductions, to reported mineral resources and, where applicable, mineral reserves, as well as changes to mine plans, life-of-mine assumptions and project-level economics. Because our expectations regarding the potential future performance of the NORI Royalty are based in part on TMC’s publicly disclosed technical information, any such changes could have a material adverse effect on our business, financial condition and results of operations.

The mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located.

Exploration, development and mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration and production, including those intended to reduce industrial emissions and increase energy efficiency. Compliance with all such laws and regulations, treaties and initiatives, referred to as the “Laws,” could increase permitting requirements, result in stricter standards and enforcement, and require significant increases in capital expenditures and operating costs by operators of properties subject our interests. Further, breach of a Law may result in the imposition of fines and penalties or other adverse impacts on operators and their properties, which may be material. If an operator is forced to incur significant costs to comply with Laws or becomes subject to related restrictions that limit its ability to develop our mineral projects, or expand operations, or if

 

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an operator were to lose its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with Laws materially increased the capital or operating costs on the properties where we hold royalties, our revenues could be reduced, delayed or eliminated.

Potential litigation affecting the properties that we have or may in the future have royalty interests in could have a material adverse effect on us.

Potential litigation may arise between the operators of properties on which we have royalty interests or on which we acquire royalties, streams or similar interests in the future and third parties. As a holder of such interests, we generally do not have any influence on litigation such as this and generally will not have access to non-public information concerning such litigation. Any such litigation that results in the reduction, suspension or termination of a mineral project or production from a property underlying our interests, whether temporary or permanent, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We may use certain financial instruments that subject us to a number of inherent risks.

While we do not currently do so, from time to time, we may use certain financial instruments to manage the risks associated with changes in precious and other commodity prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to us by the counterparties with whom we entered into such transaction; (ii) market liquidity risk, the risk that any such position cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in us incurring an unrealized mark-to-market loss in respect of such derivative products.

We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest.

We may in the future enter into transactions with entities in which our board of directors and other related parties hold ownership interests. We expect that material transactions with related parties after the Direct Listing, if any, will be reviewed and approved by our nominating and corporate governance committee or its audit committee, each of which will be comprised solely of independent directors upon the completion of the Direct Listing. Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations.

We are exposed to foreign currency risk, which could adversely affect our financial results.

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.

If we do not satisfy the escrow release conditions and receive conditional approval for listing on a national stock exchange by March 31, 2026, we will not receive the proceeds from the subscription receipts, which could adversely affect our liquidity and our ability to execute our business plan.

We issued an aggregate of 3,134,481 subscription receipts from July 2025 through October 2025 at a price of $5.00 per subscription receipt for total gross proceeds of approximately $15.7 million. These proceeds are currently held in escrow and will only be released to us if certain escrow release conditions are satisfied, which are (i) receipt of written confirmation of conditional approval from a national stock exchange in connection with the public listing of the Company and (ii) delivery of a release notice to Odyssey by the

 

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Company certifying that all release conditions have been achieved prior to March 31, 2026. If these conditions are not satisfied by that date, the cash proceeds and any interest earned thereon will be returned to the investors and we will not receive any of such funds.

There can be no assurance that we will obtain the necessary conditional approval for a public listing on a national stock exchange or that we will be able to satisfy the other escrow release conditions on or before March 31, 2026, or at all. We intend to list on the Nasdaq Capital Market and we are required to meet certain listing criteria in connection with approval for listing. While we expect to meet these criteria, there can be no assurances that we will meet this criteria. If the escrowed proceeds are returned to investors, we will lose access to approximately $15.7 million of expected capital. In that event, we may have insufficient funds to support our planned operations, execute our growth strategy, pursue acquisitions or capital projects, or meet our obligations as they come due without raising additional capital and we may not be able to raise additional capital on favorable terms, or at all. Any such shortfall in funding could require us to delay, reduce or eliminate certain aspects of our business plan and could have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party service providers for critical information technology systems, and any failure or breach of these systems could adversely affect our business.

We utilize a variety of information technology systems to manage and support our operations, including systems for financial reporting, investment management, and communications. These systems contain proprietary business information and personally identifiable information of our employees. The proper functioning and security of these systems are essential to our operations and are outsourced to third-party service providers. Our systems, and those of our service providers, are vulnerable to damage or disruption from a range of threats, including cyber-attacks, ransomware, malware, unauthorized access, natural disasters, and other catastrophic events. A breach or failure of these systems could result in the loss, theft, or unauthorized disclosure of sensitive information, disrupt our operations, and expose us to legal liability, regulatory penalties, reputational harm, and financial loss. Cybersecurity threats continue to evolve rapidly, and we or our service providers may be unable to anticipate or prevent all such threats. The measures we have implemented may not be sufficient to detect or respond to a cyber incident in a timely or effective manner. Any such event could materially adversely affect our business, financial condition, and results of operations.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, future events and our future business, financial condition, and results of operations. All statements other than statements of historical fact are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or phrases or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not statements of historical fact, and are based on current expectations, estimates, and projections about our industry as well as certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

the sources and timing of potential revenue from the NORI Royalty as well as the timing and amount of estimated future production related to the NORI Property;

​

•

the timing of TMC’s exploration license and commercial recovery permit application review by NOAA under DSHMRA, and any other assumptions regarding permitting timelines, including both under the ISA and the DSHMRA;

​

•

the supply and demand for nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;

​

•

the future prices of nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;

​

•

government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations;

​

•

assumptions regarding our ability to acquire additional royalty, stream or similar interests in seafloor or other areas under U.S. or U.S. aligned jurisdictions;

​

•

our plans to mitigate our material weakness in our internal control over financial reporting;

​

•

our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto;

​

•

our business and future activities;

​

•

the effect on us of any changes to existing or new legislation or policy or government regulation;

​

•

goals, strategies and future growth;

​

•

the expectation that our Common Shares will be listed on the Nasdaq Capital Markets;

​

•

expectations around the performance of the NORI Royalty;

​

•

estimates of mineral resources and reserves;

​

•

our ability to retain key management personnel in order to enable us to continue to develop our business;

​

•

statements relating to our status as an emerging growth company and foreign private issuer;

​

•

any reference to or description of the activities proposed to be conducted by TMC or its affiliates;

​

•

projected mining and process recovery rates;

​

•

assumptions as to geotechnical requirements for collector on the seabed;

​

•

assumptions as to environmental, permitting, and social risks; and

​

•

other assumptions described in this prospectus underlying or relating to any forward-looking statements.

​

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. You should not rely on forward-looking statements as predictions of future events. We have

 

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based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects.

Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual results, performance or achievements and other events to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. See “Risk Factors”.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

 

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MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.

We rely on TMC to provide data pursuant to the NORI Royalty Agreement. The information received may be imprecise as the result of it being compiled by TMC. For the sections of the Technical Reports that we cite, we intend to file the consent of the applicable Authorized Persons. We have also relied, without independent verification, on the Technical Reports.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are the following independent industry publications or reports:

•

2025 International Energy Agency Critical Minerals Outlook;

​

•

2024 International Energy Agency Critical Minerals Outlook;

​

•

2024 U.S. Geological Survey Commodity Summaries;

​

•

Life Cycle Assessment White Paper: Where Should Metals for the Green Energy Transition Come From; and

​

•

Benchmark Minerals Intelligence Forecasts.

​

The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein. We did not commission any of the above publications or reports.

Benchmark does not intend for its data or forecasts in this prospectus to be relied upon by investors for investment purposes, and they do not constitute investment advice or a guarantee of future outcomes. We have not engaged Benchmark and Benchmark is not affiliated with us, our financial advisor or any party involved in the Direct Listing. Readers are reminded that all references provided herein to Benchmark data are subject to specific assumptions and limitations contained at the referenced source.

Notwithstanding the foregoing, we are responsible for the disclosure of this information in this registration statement in accordance with applicable securities laws.

 

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TRADEMARKS, SERVICE MARKS, COPYRIGHTS, AND TRADENAMES

We own or otherwise have rights to the trademarks, service marks, and copyrights, including those mentioned in this prospectus, used in conjunction with the operation of our business, if any. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks, copyrights, and tradenames of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ®, ™, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.

 

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USE OF PROCEEDS

Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell their Common Shares covered by this prospectus, we will not receive any proceeds from any such sales of our Common Shares. See “Principal and Registered Shareholders”.

 

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DIVIDEND POLICY

Any declaration and payment of future dividends to holders of our Common Shares will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, the provisions of British Columbia law affecting the payment of dividends and distributions to shareholders, and other considerations that our board of directors deems relevant. In addition, future agreements governing our indebtedness may limit our ability to pay dividends.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, and our capitalization as of September 30, 2025:

•

on an actual basis; and

​

•

on a pro forma basis to give effect to the Spin-Out.

​

•

On a pro forma as adjusted basis, which is illustrative only and gives effect to (i) the issuance of 2,430,000 common shares from October 2025 through December 2025 at $5.00 per share for total gross proceeds of $12.1 million and (ii) the issuance of 3,134,481 subscription receipts from July 2025 through October 2025 at $5.00 per share and subsequent conversion into common shares for total gross proceeds of $15.7 million, currently held in escrow. If we do not meet the escrow release requirements, which are written confirmation of conditional approval from a national stock exchange in connection with the public listing of the Company and delivery of a release notice to Odyssey by the Company certifying that the release conditions have been achieved prior to March 31, 2026, the cash proceeds and any interest earned will be returned to the investors.

​

You should read this table together with our audited financial statements and related notes, and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Financial Information of the Metals Royalty Company” that are included elsewhere in this prospectus.

(1)

The pro forma as adjusted data give effect to (i) the issuance of 2,430,000 common shares from October 2025 through December 2025 at $5.00 per share for total gross proceeds of $12.1 million and (ii) the issuance of 3,134,481 subscription receipts from July 2025 through October 2025 at $5.00 per share and subsequent conversion into common shares for total gross proceeds of $15.7 million, currently held in escrow. If we do not meet the escrow release requirements, which are written confirmation of conditional approval from a national stock exchange in connection with the public listing of the Company and delivery of a release notice to Odyssey by the Company certifying that the release conditions have been achieved prior to March 31, 2026, the cash proceeds and any interest earned will be returned to the investors.

​

The pro forma and pro forma as adjusted column in the table above is based on Common Shares outstanding as of September 30, 2025, and excludes:

•

3,950,000 Common Shares issuable upon the exercise of options to purchase Common Shares that were outstanding as of September 30, 2025 with a weighted-average exercise price of $0.65 per share; and

​

•

Additional Common Shares reserved for future issuance under our Legacy Option Plan or RSU/RSA issued under LTIP.

​

 

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE METALS ROYALTY COMPANY

The following unaudited pro forma financial information of the Company presents the financial information of TMCR adjusted to give effect to the separation of the Oil and Gas Royalties and the NORI Royalty (the “Spin-Out”, as more fully described below). The following pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act.

Prior to the Spin-Out, TMCR encompassed i) the Oil and Gas Royalties comprised of its natural gas and oil royalty interests, and ii) the NORI Royalty, comprised of its critical minerals and metals royalty interests. The Oil and Gas Royalties and the NORI Royalty were separated through the Spin-Out which resulted in the pre-transaction shareholders of TMCR owning shares in two separate companies, TMCR and 1554997 B.C. The Oil and Gas Royalties are held by 1554997 B.C. and the NORI Royalty is held by TMCR. Prior to the Spin-Out, 1554997 B.C. had no assets or operations and therefore its financial information is not included in this pro forma financial information. TMCR will be determined to be the accounting spinner in the Spin-Out and therefore the financial statements of TMCR will reflect that of TMCR following the Spin-Out.

The following unaudited pro forma financial statements consist of unaudited pro forma condensed statements of operations for the nine months ended September 30, 2025 and fiscal years ended December 31, 2024 and 2023, and an unaudited pro forma condensed balance sheet as of September 30, 2025. The unaudited pro forma condensed financial information should be read together with the historical financial statements of TMCR and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the nine months ended September 30, 2025 and fiscal years ended December 31, 2024 and 2023 included in this prospectus.

The unaudited pro forma financial statements are provided for illustrative and informational purposes only and do not purport to represent or be indicative of the actual results of operations or financial condition and should not be construed as representative of the future results of operations or financial condition of TMCR.

The unaudited pro forma balance sheet gives effect to the Spin-Out, not otherwise reflected in the historical financial statements of TMCR, as if it had occurred on September 30, 2025. The unaudited pro forma statement of operations for the nine months ended September 30, 2025 and for the years ended December 31, 2024 and 2023 do not reflect any pro forma adjustments as the impact of the Spin-Out is limited to discontinued operations.

Capitalized terms defined in this unaudited pro forma financial information of TMCR have the meanings ascribed to such terms in, and for the purposes of, this section.

Description of the Spin-Out

TMCR entered into a binding assignment and assumption agreement with 1554997 B.C. (as amended, the “Contribution Agreement”) whereby, upon the satisfaction of certain conditions including:

1.

TMCR’s Oil and Gas Royalties over NG Energy International Corp.’s Maria Conchita Block and SN-9 Block, were transferred and assigned to 1554997 B.C.;

​

2.

TMCR’s royalty proceeds from Oil and Gas Royalties since April 30, 2025, and cash and accounts receivable at April 30, 2025 related to the Oil and Gas Royalties were transferred and assigned to 1554997 B.C., which was represented by a transfer of cash of $1.6 million from TMCR to 1554997 B.C.;

​

3.

1554997 B.C. issued common shares of 1554997 B.C. to TMCR (the “Spin-Shares”) having an aggregate value equal to the value of the Oil and Gas Royalties;

​

4.

1554997 B.C. assumed all obligations of TMCR in connection with the Oil and Gas Royalties; and

​

5.

1554997 B.C. released and indemnified TMCR from all future claims relating to the Spin-Out.

​

 

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The shareholders of TMCR authorized and approved a distribution by TMCR of the Spin Shares to the existing shareholders of TMCR by way of a return of capital and corresponding reduction in the capital of the TMCR Common Shares following the consummation of the Spin-Out.

Following completion of the Spin-Out, each existing shareholder of TMCR prior to the Spin-Out received one common share of 1554997 B.C. for each Common Share of TMCR currently held. As a result, the existing shareholders of TMCR are the shareholders of 1554997 B.C. and 1554997 B.C. is no longer a subsidiary of TMCR.

Following the Spin-Out, TMCR will issue additional Common Shares of TMCR upon due conversion of the subscription receipts (as discussed below), but such securityholders will not receive any shares of 1554997 B.C.

The Spin-Out was completed on December 18, 2025.

Basis of Pro Forma Presentation

The unaudited pro forma financial information presented herein has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act. Management has made estimates and assumptions in its determination of the pro forma adjustments based on information available as of the date of this prospectus. As the unaudited pro forma financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances.

The unaudited pro forma financial statements have been adjusted to give effect to the following (See Note 2):

•

The disposition by TMCR of the Oil and Gas Royalties including certain assets and liabilities and operations that comprise the Oil and Gas Royalties, in connection with the Spin-Out and resulting as a discontinued operation.

​

•

TMCR’s accrued royalty collections from Oil and Gas Royalties since April 30, 2025 and cash and accounts receivable at April 30, 2025 will be transferred and assigned to 1554997 B.C. by a transfer of cash, which amounts to $1.6 million.

​

The unaudited pro forma financial statements are presented based on information currently available, are intended for informational purposes, are not intended to represent what TMCR’s financial position and results of operations actually would have been had the Spin-Out occurred on the dates indicated above and do not reflect all actions that may be undertaken by TMCR after the disposition of the Oil and Gas Royalties. During the three months ended September 30, 2025, TMCR entered into certain financing transactions, including:

•

In July 2025, the Company entered into a subscription receipt agreement providing for the issuance of 3,067,400 subscription receipts that are convertible into common shares for total gross proceeds of $15.3 million. These proceeds are to be held in escrow and will only be released upon written confirmation of conditional approval from a national stock exchange in connection with the public listing of the Company and delivery of a release notice to Odyssey by the Company certifying that the release conditions have been achieved prior to March 31, 2026. If we do not receive conditional approval from a national stock exchange in connection with the public listing of the Company and the proceeds are not released from escrow they will be returned to the subscribers and the Company will have no interest in such amounts.

​

•

Also 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. Upon the public listing of the Company’s shares, the

​

 

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Company will owe to Yorkville a $1.0 million commitment fee, payable in shares of common shares or cash, at the Company’s election.

These transactions have been excluded from the pro forma financial statements as they are contingent upon the Direct Listing and will be used for working capital purposes. The Company has raised aggregate proceeds of $15.6 million through the sale of subscription receipts, but if the proceeds are not released from escrow as described above, the Company will have no interest in such amounts. The SEPA with Yorkville is also conditional on the Direct Listing, neither the Company nor Yorkville has any future obligation under the SEPA until the Direct Listing is complete. In addition, the unaudited pro forma financial statements are not necessarily indicative of TMCR’s results of operations and financial position for any future period.

The Metals Royalty Company Inc.
Unaudited Condensed Pro Forma Statement of Financial Position
As of September 30, 2025
(Expressed in US dollars)

See accompanying notes to the unaudited pro forma financial statements

 

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The Metals Royalty Company Inc.
Unaudited Condensed Pro Forma Statement of Loss and Comprehensive Loss
Nine Months Ended September 30, 2025
(Expressed in US dollars)

See accompanying notes to unaudited pro forma financial statements

 

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The Metals Royalty Company Inc.
Unaudited Pro Forma Statement of Loss and Comprehensive Loss
Year Ended December 31, 2024
(Expressed in US dollars)

See accompanying notes to unaudited pro forma financial statements

 

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The Metals Royalty Company Inc.
Unaudited Pro Forma Statement of Loss and Comprehensive Loss
Year Ended December 31, 2023
(Expressed in US dollars)

See accompanying notes to unaudited pro forma financial statements

 

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Notes to the Pro Forma Financial Information

1.   Basis of Presentation

The unaudited pro forma balance sheet gives effect to the Spin-Out, including the $1.6 million cash transfer to 1554997 B.C. representing the proceeds from the Oil and Gas Royalties since April 30, 2025 and cash and accounts receivable at April 30, 2025, to the extent not reflected in TMCR’s historical financial information, as if they had occurred on September 30, 2025. There are no pro forma adjustments to the unaudited pro forma statement of operations for the nine months ended September 30, 2025 and years ended December 31, 2024 and 2023 as the impact of the Spin-Out is limited to discontinued operations.

Discontinued operations does not include any allocation of general corporate overhead expense from the continuing operations of TMCR to the Oil and Gas Royalties, which results in all of TMCR’s corporate general and administrative expenses reflected in TMCR’s unaudited pro forma statements of loss and comprehensive loss, which is consistent with those functions remaining with the NORI Royalty.

The foregoing historical financial statements have been prepared in accordance with IFRS. The unaudited pro forma financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma financial information. Management has made estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Spin-Out.

The pro forma adjustments reflecting the completion of the Spin-Out are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Spin-Out based on information available to management at the current time.

The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Spin-Out taken place on the dates indicated, nor are they indicative of the future results of operations or financial position of the Company following completion of the Spin-Out.

2.   Spin-Out

The unaudited pro forma balance sheet as of September 30, 2025, and the unaudited pro forma statements of loss and comprehensive loss for the nine months ended September 30, 2025 and years ended December 31, 2024 and 2023 includes the following adjustments:

(a)

Reflects the statement of financial position adjustments for the Spin-Out of the Oil and Gas Royalties, including removal of the associated assets and liabilities, that are directly related to the Spin-Out.

​

•

Cash — The $1.6 million transfer of cash upon the close of the Spin-Out representing TMCR’s accrued royalty collections from Oil and Gas Royalties since April 30, 2025 and cash and accounts receivable at April 30, 2025.

​

•

Assets held for sale — The $5.7 million transfer of assets held for sale representing the associated historical net carrying value of the Oil and Gas Royalties as of September 30, 2025.

​

•

Deferred tax asset — The utilizations of $0.9 million of deferred tax assets on non-capital losses upon the close of the Spin-Out. Non-capital losses will be used to reduce the income tax impact to TMCR related to the Spin-Out in the period it closes.

​

 

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•

Deferred tax liability — The $0.3 million transfer of deferred tax liabilities associated with the Oil and Gas Royalties as the deferred tax liabilities relate to the Oil and Gas Royalties and are being transferred to 1554997 B.C.

​

•

Share Capital —  The fair value of the distribution was estimated at $13.8 million, includes (i) the fair value of the Oil and Gas Royalties assets of $12.2 million and (ii) the accrued royalty collections from Oil and Gas Royalties since April 30, 2025 and cash and accounts receivable at April 30, 2025 that will be transferred and assigned to 1554997 B.C., which will be distributed via a cash transfer of $1.6 million.

​

•

Accumulated Deficit — The recognition of the Spin-Out resulting in a $5.8 million gain as the carrying value of the net assets was $8.0 million compared to the fair value of the distribution of $13.8 million. The fair value of the royalty assets was determined by a discounted cash flow analysis using 1P (proved) reserve cash flow.

​

(b)

There are no adjustments to continuing operations as a result of the Spin-Out as the Oil and Gas Royalties were reflected as discontinued operations in the historical statements of loss and comprehensive loss. The following is a description of selected financial information related to the Spin-Out that the Company expects to recognize outside of continuing operations upon completion of the Spin-Out:

​

•

The Company will record a $5.8 million non-recurring gain upon the distribution of the Oil and Gas Royalties related to the fair value of the assets distributed in excess of the carrying value. That gain is reflected as part of discontinued operations.

​

•

No portion of TMCR’s historical corporate general and administrative expenses will be allocated to discontinued operations as these items will not have ceased as a result of the discontinued operations.

​

•

As there were net losses from continuing operations for the nine months ended September 30, 2025 and fiscal years ended December 31, 2024 and 2023 the number of basic and diluted shares outstanding is the same for each period presented, as all potentially issuable common shares were determined to be antidilutive.

​

 

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CORPORATE HISTORY AND STRUCTURE

Corporate History

We were incorporated on October 27, 2022 under the BCBCA under the name Low Carbon Royalties Inc. On September 11, 2025, we changed our name from Low Carbon Royalties Inc. to The Metals Royalty Company Inc.

Our principal executive office is located at 1900-333 7th Avenue SW, Calgary, Alberta, Canada T2P 2Z1 and our telephone number is (403) 984-1941. Our registered office is 3500-1133 Melville Street, Vancouver, British Columbia, Canada V6E 4E5. Our website address is https://www.themetalsroyaltyco.com/. The information contained on, or that can be accessed through, our website is not part of this prospectus.

See “Business — Our History and Developments” for additional corporate history.

 

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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 audited financial statements prepared in accordance with IFRS, and the related notes and other financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve significant risks and uncertainties. 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 and elsewhere in this prospectus, particularly under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are engaged in the acquisition and management of critical metal and mineral royalties, streams and other similar interests. We are focused on providing capital to support mineral security and independence in North America that will allow the acceleration of domestic industry growth, including energy, defense and re-industrialization. We aim to achieve this by focusing on capital development opportunities encompassing all aspects of the critical metals and minerals value chain. We commenced our operations in October 2022 as a British Columbia corporation named Low Carbon Royalties Inc. In anticipation of the proposed Direct Listing, we changed our name to The Metals Royalty Company Inc. in September 2025.

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 risk to operational, development, or environmental risks typically associated with resource production operations. On February 21, 2023, we acquired the NORI Royalty from NORI and TMC for total consideration of $14.1 million. We believe we are well-positioned to benefit from the growing global demand for critical metals and minerals, and the need for increased and alternative sources of financing to fund their mining and extraction operations.

See “Business — Our History and Development” for a description of our corporate history and past transactions.

In August 2025, we entered into the Contribution Agreement, as amended in December 2025, in connection with the Spin-Out and subject to the terms and conditions of the Contribution Agreement, the Oil and Gas Royalties over NG Energy International Corp.’s Maria Conchita Block and SN-9 Block were transferred to 1554997 B.C. Ltd, our wholly owned subsidiary. Following the closing of the transactions contemplated by the Contribution Agreement, our shareholders received a previously authorized and approved distribution by us of the shares of 1554997 B.C. Ltd, by way of a return of capital and corresponding reduction in the capital of our Common Shares. Following this distribution, we no longer have any interest in the Oil and Gas Royalties. The Spin-Out transactions closed on December 18, 2025.

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 consist of the NORI Royalty. Upon completion of the Direct Listing, our only asset will be 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.

In addition, we seek to acquire and manage additional royalties, streams and other interests on metals and critical minerals projects.

Historical Royalty Portfolio

The discussion below includes a description of our royalty interest portfolio prior to the Spin-Out. In September 2025 we entered into the Contribution Agreement, as amended in December 2025, with our

 

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wholly owned subsidiary, 1554997 B.C. Ltd, to contribute our Oil and Gas Royalties business discussed below to such subsidiary in anticipation of distributing the shares of such subsidiary to our existing shareholders as a return of capital. The Spin-Out was completed on December 18, 2025.

See “Unaudited Pro Forma Financial Information of The Metals Royalty Company”.

Maria Conchita (Producing — Natural Gas — Colombia) — 3.125% GORR

On March 25, 2024, NG Energy announced the closing of a debt financing for up to US$100.0 million and an initial advance of US$40.0 million from Macquarie Group to refinance existing debts outstanding and advance the development of its Maria Conchita Block and SN-9 Block.

In April 2024, NG Energy announced it entered into additional natural gas offtake agreements ranging from three to five years with creditworthy counterparties at undisclosed prices.

In August 2025, NG Energy announced it commenced drilling the Aruchara-4 well at its Maria Conchita Block.

Sinu-9 (Producing — Natural Gas — Colombia) — 1.44% GORR

In August 2024, NG Energy announced the commissioning of the 28.3 kilometer pipeline at Sinu-9.

In September 2024, NG Energy announced the closing of a $30.0 million (CAD) private placement common share financing with a use of proceeds to advance the development of Sinu-9.

In November 2024, the first natural gas sales at Sinu-9 were reported by NG Energy.

In early 2025, NG Energy announced the sale of a 40% operating working interest of the Sinu-9 block to an affiliate of Maurel & Prom S.A. for cash consideration of US$150.0 million to help accelerate the development of the natural gas resources at Sinu-9.

In April 2025, NG Energy announced it achieved steady production volumes in excess of 10 MMcf/d from its Magico-1X and Brujo-1X wells at Sinu-9, and successful delivery of natural gas to the Promigas National Transportation System.

In July 2025, NG Energy, with Maurel & Prom S.A., announced the acquisition of the minority working interests (28%) at Sinu-9 with NG Energy purchasing 7% and Maurel & Prom S.A. purchasing 21%. The working interest acquisitions are expected to close simultaneously with the previously announced Maurel & Prom S.A. transaction announced in early 2025.

In August 2025, NG Energy announced gross production at Sinu-9 had reached 22 MMcf/d.

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 an 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 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.

 

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In January 2026, TMC submitted a consolidated application for Exploration and Commercial Recovery of Deep-Sea Minerals in the High Seas under the US Seabed Mining Code.

Results of Operations

Comparison of the Years Ended December 31, 2024 and December 31, 2023

The following table summarizes our results of operations for the year ended December 31, 2024 and 2023. These results take into consideration the classification of the Oil and Gas Royalties business as a discontinued operation.

Operating expenses

Operating expenses consists of general and administrative expenses, share-based compensation expenses and consulting fees related to purchase of royalty interest from related parties. Operating expenses decreased by $4.8 million from $6.0 million for the year ended December 31, 2023 to $1.2 million for the year ended December 31, 2024. The decrease was primarily due to one-time consulting fees of $4.5 million associated with the purchase of royalty interests from related parties in 2023, which were reasonably expected to benefit the Company. In addition, there was a $0.7 million decrease in share-based compensation due to the graded vesting recognition method for share-based compensation related to the stock options issued in 2023. There were no stock options issued in 2024. The decrease was partially offset by a $0.4 million increase in general and administrative expenses, primarily due to increased compensation to management personnel.

Recovery of income taxes from continuing operations

During 2024 and 2023, we recognized deferred tax assets related to continuing operations in equal amounts to the deferred tax liabilities related to discontinued operations. The corresponding increases in the recognized deferred tax assets during the years ended December 31, 2024 and 2023 resulted in recovery of income taxes from continuing operations of $0.3 million and $0.1 million, respectively.

 

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Discontinued operations

Discontinued operations consists of royalties earned from the sale of commodities that underly royalty rights related to the Oil and Gas Royalties business, less depletion and the provision for income taxes. Royalty income increased by $1.1 million from $0.4 million for the year ended December 31, 2023 to $1.5 million for the year ended December 31, 2024 due to increased production of natural gas at Maria Conchita and an increase in natural gas prices in Colombia. Depletion increased by $0.3 million from $0.3 million for the year ended December 31, 2023 to $0.6 million for the year ended December 31, 2024 primarily due to the increased production of natural gas at Maria Conchita. Additionally, the Oil and Gas Royalites business recognized an increase of $0.2 million of income tax provision, from $0.1 million in the year ended December 31, 2023 to $0.3 million in the year ended December 31, 2024, as a result of the corresponding increase in the deferred tax liabilities for the Oil and Gas Royalties business.

Comparison of the Three Months Ended September 30, 2025 and September 30, 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024. These results take into consideration the classification of the Oil and Gas Royalties business as a discontinued operation.

Operating expenses

Operating expenses consists of general and administrative expenses and share-based compensation expense. Operating expenses increased by $1.8 million from $0.3 million for the three months ended September 30, 2024 to $2.2 million for the three months ended September 30, 2025. The increase was primarily due to increased legal and accounting costs associated with our planned public offering of $1.5 million and an increase in cash-based compensation expense of $0.2 million, offset by a $0.1 million decrease in share-based compensation due the Company’s outstanding stock option awards fully vesting in February 2025.

Recovery of income taxes from continuing operations

We took steps in August and September 2025 related to the spin-out of our Oil and Gas Royalties business that made it probable that certain of our previously-unrecognized deferred tax assets would be

 

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recognized at the time of the spin-out. As a result, we recognized an additional $0.5 million of deferred tax assets, which resulted in an income tax recovery of that amount for the three months ended September 30, 2025. For the three months ended September 30, 2024, the Company recognized deferred tax assets related to continuing operations in equal amounts to the deferred tax liabilities related to discontinued operations. The corresponding increases in the recognized deferred tax assets during the three months ended September 30, 2024 resulted in recovery of income taxes from continuing operations of $0.1 million.

Discontinued operations

Discontinued operations consists of royalties earned from the sale of commodities that underly royalty rights related to the Oil and Gas Royalties business, less depletion and the recovery (provision) of income taxes. Royalty income decreased by $0.1 million from $0.4 million for the three months ended September 30, 2024 to $0.3 million for the three months ended September 30, 2025 due to a decrease in production at Maria Conchita partially offset by an increase in natural gas prices in Columbia. Depletion decreased by $0.1 million from $0.2 million for the three months ended September 30, 2024 to less than $0.1 million for the three months ended September 30, 2025 due to the decrease in production. Additionally, the Oil and Gas Royalites business recognized recovery (provision) of income taxes in the amount of $0.1 million and ($0.1) million for the three months ended September 30, 2025 and 2024, respectively, as a result of the changes in the recognized deferred tax liabilities for the Oil and Gas Royalties business.

Comparison of the Nine Months Ended September 30, 2025 and September 30, 2024

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024. These results take into consideration the classification of the Oil and Gas Royalties business as a discontinued operation.