9.Investments

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties Inc. (“Low Carbon Royalties”). In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) (Note 10) on the Company’s NORI project area in the CCZ to Low Carbon Royalties. In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights. Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $9 million as investment in Low Carbon Royalties on the Closing Date. In the third quarter of 2025, Low Carbon Royalties changed its name to The Metals Royalty Company Inc. (“The Metals Royalty Company”) and formed 1554997 B.C. Ltd.

As a condition of closing the Royalty Agreement, the parties entered into an agreement with Low Carbon Royalties to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”). As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of Low Carbon Royalties all of which would be issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date Low Carbon Royalties becomes a publicly listed entity.

During 2025, The Metals Royalty Company issued 3,443,699 common shares against stock option exercise and 4,569,770 common shares through various private placement, raising $25.0 million of gross proceeds. The Company did not participate in the offering, which reduced its ownership interest from 32.27% to 27.2%. (December 31, 2024: 32.27%). As the shares were issued at a price higher than The Metals Royalty Company’s book value per share, the Company recorded a dilution gain of $5.6 million.

In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C. Ltd. in exchange for shares of 1554997 B.C. Ltd (“Spin-Out transaction’). The Metals Royalty Company subsequently distributed the shares of 1554997 B.C. Ltd. to its existing shareholders as a return of capital on a one-for-one basis for each common share of The Metals Royalty Company, resulting in The Metals Royalty Company retaining no ownership interest in 1554997 B.C. Ltd. Following the Spin-Out transaction, the Company recognized its investment in 1554997 B.C. Ltd. at its proportionate share (27.2%) of the fair value of the net assets transferred. Following completion of the Spin-Out transaction, the Company evaluated its investment in 1554997 B.C. Ltd. under ASC 810, “Consolidation” and concluded that consolidation was not required as the Company does not have a controlling financial interest in 1554997 B.C. Ltd. The Company holds 27.2% ownership interest and has representation on the board of directors of 1554997 B.C. Ltd., providing the Company with the ability to exercise significant influence over 1554997 B.C. Ltd.’s operating and financial policies. Accordingly, the investment is accounted for under the equity method in accordance with ASC 323 (Investments). As the financial information of 1554997 B.C. Ltd. is not available on a timely basis, the Company records its share of the results in 1554997 B.C. Ltd on a one-quarter reporting lag.

As at December 31, 2025, The Metals Royalty Company had 872,250 stock options and 1,569,000 restricted share units outstanding, the settlement of which may significantly affect the Company’s share of reported earnings or losses.

The below table summarizes the changes in the Company’s investments during the year:

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Financial results of The Metals Royalty Company at and for the years ended December 31, 2025 and 2024 are summarized below:

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Financial information for 1554997 B.C. Ltd. is not presented as the Company reports its share of results in this investment on a one-quarter reporting lag and the investment was acquired in the fourth quarter of 2025.