{"url_path":"/sec/tmcr/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2087398/0001104659-26-049527-index.html","accession_number":"0001104659-26-049527","cik":"0002087398","ticker":"TMCR","issuer_name":"Metals Royalty Co Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2087398/0001104659-26-049527-index.html","primary_entity_key":"0002087398","primary_entity_name":"Metals Royalty Co Inc."},"word_count":5105,"has_tables":true,"body_markdown":"Metals Royalty Co Inc._December 31, 2025\n\n0002087398FY00000000Metals Royalty Co 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of Contents](#TOC)\n\n​\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**WASHINGTON, D.C. 20549**\n\n**FORM ****20-F**\n\n**(Mark One)**\n\n**☐****REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**OR**\n\n**☒****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**For the fiscal year ended****December 31****,****2025**\n\n**OR**\n\n**☐****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**For the transition period from to**\n\n**OR**\n\n**☐****SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**Date of event requiring this shell company report**\n\n**Commission File Number:****001-42685**\n\n**The Metals Royalty Company Inc.**\n\n(Exact name of Registrant as specified in its charter)\n\nNot applicable\n\n  ​ ​ ​\n\nBritish Columbia, Canada\n\n(Translation of Registrant’s name into English)\n\n​\n\n(Jurisdiction of incorporation or organization)\n\n​\n\n1900 Dome Tower\n\n333 7th Ave SW\n\nCalgary, AB, T2P 2Z1\n\n(**Address of Principal Executive Offices**)\n\nBrian Paes-Braga, Chief Executive Officer and Chairman\n\n(403) 984-1941\n\n1900 Dome Tower\n\n333 7th Ave SW\n\nCalgary, AB, T2P 2Z1\n\n(**Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person**)\n\nSecurities registered or to be registered pursuant to Section 12(b) of the Act:\n\n**Title of each class**\n\n**  ​ ​ ​**\n\n**Trading********Symbol**\n\n**  ​ ​ ​**\n\n**Name of each exchange on********which registered**\n\nCommon shares without par value\n\n​\n\nTMCR\n\n​\n\nThe Nasdaq Stock Market LLC\n\n​\n\nSecurities registered or to be registered pursuant to Section 12(g) of the Act: None\n\nSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None\n\nIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2025, the issuer had 50,926,632 common shares without par value, outstanding.\n\n[Table of Contents](#TOC)\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒\n\nIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer ☐\n\nAccelerated filer ☐\n\nNon-accelerated filer ☒\n\n​\n\n​\n\nEmerging growth company ☒\n\n​\n\nIf 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 13(a) of the Exchange Act. ☐\n\n†\n\nThe 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.\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:\n\nU.S. GAAP ☐\n\nInternational Financial Reporting Standards as issued by the International\nAccounting Standards Board ☒\n\nOther ☐\n\n​\n\nIf “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐\n\nIf this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n​\n\n​\n\n[Table of Contents](#TOC)\n\n**TABLE OF CONTENTS**\n\n​\n\n**  ​ ​ ​**\n\n**Page**\n\n[FREQUENTLY USED TERMS](#FREQUENTLYUSEDTERMS_781521)\n\n​\n\nii\n\n[CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](#CAUTIONARYNOTEREGARDINGFORWARD_774879)\n\n​\n\n1\n\n[PART I](#PARTI_992672)\n\n​\n\n3\n\n[ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](#ITEM1IDENTITYOFDIRECTORS_262517)\n\n​\n\n3\n\n[ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](#ITEM2OFFERSTATISTICS_445731)\n\n​\n\n3\n\n[ITEM 3. KEY INFORMATION](#ITEM3KEYINFORMATION_39754)\n\n​\n\n3\n\n[ITEM 4. INFORMATION ON THE COMPANY](#ITEM4INFORMATIONONTHECOMPANY_338068)\n\n​\n\n22\n\n[ITEM 4A. UNRESOLVED STAFF COMMENTS](#ITEM4AUNRESOLVEDSTAFFCOMMENTS_716498)\n\n​\n\n49\n\n[ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](#ITEM5OPERATINGANDFINANCIAL_607521)\n\n​\n\n49\n\n[ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](#ITEM6DIRECTORSSENIORMANAGEMENT_612308)\n\n​\n\n60\n\n[ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](#ITEM7MAJORSHAREHOLDERSANDRELATED_977005)\n\n​\n\n70\n\n[ITEM 8. FINANCIAL INFORMATION](#ITEM8FINANCIALINFORMATION_105508)\n\n​\n\n75\n\n[ITEM 9. THE OFFER AND LISTING](#ITEM9THEOFFERANDLISTING_512388)\n\n​\n\n76\n\n[ITEM 10. ADDITIONAL INFORMATION](#ITEM10ADDITIONALINFORMATION_339890)\n\n​\n\n76\n\n[ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS](#ITEM11QUANTITATIVEANDQUALITATIVEDISCLOSU)\n\n​\n\n92\n\n[ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](#ITEM12DESCRIPTIONOFSECURITIESOTHERTHANEQ)\n\n​\n\n92\n\n[PART II](#PARTII_206284)\n\n​\n\n93\n\n[ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES](#ITEM13DEFAULTSDIVIDENDARREARAGES_134712)\n\n​\n\n93\n\n[ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.](#ITEM14MATERIALMODIFICATIONSTO_786592)\n\n​\n\n93\n\n[ITEM 15. CONTROLS AND PROCEDURES.](#ITEM15CONTROLSANDPROCEDURES_909352)\n\n​\n\n93\n\n[ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT.](#ITEM16AAUDITCOMMITTEEFINANCIALEXPERT_478)\n\n​\n\n94\n\n[ITEM 16B. CODE OF ETHICS.](#ITEM16BCODEOFETHICS_953986)\n\n​\n\n94\n\n[ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.](#ITEM16CPRINCIPALACCOUNTANTFEES_918876)\n\n​\n\n94\n\n[ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.](#ITEM16DEXEMPTIONSFROMTHELISTINGSTANDARDS)\n\n​\n\n95\n\n[ITEM 16E. PURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.](#ITEM16EPURCHASERSOFEQUITYSECURITIES_8786)\n\n​\n\n95\n\n[ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.](#ITEM16FCHANGEINREGISTRANTSCERTIFYING_402)\n\n​\n\n95\n\n[ITEM 16G. CORPORATE GOVERNANCE.](#ITEM16GCORPORATEGOVERNANCE_44373)\n\n​\n\n95\n\n[ITEM 16H. MINE SAFETY DISCLOSURE.](#ITEM16HMINESAFETYDISCLOSURE_471719)\n\n​\n\n96\n\n[ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.](#ITEM16IDISCLOSUREREGARDINGFOREIGN_313918)\n\n​\n\n96\n\n[ITEM 16J. INSIDER TRADING POLICIES.](#ITEM16JINSIDERTRADINGPOLICIES_272246)\n\n​\n\n96\n\n[ITEM 16K. CYBERSECURITY.](#ITEM16KCYBERSECURITY_807584)\n\n​\n\n96\n\n[PART III](#PARTIII_97700)\n\n​\n\n97\n\n[Item 17. Financial Statements.](#ITEM17FINANCIALSTATEMENTS_162706)\n\n​\n\n97\n\n[Item 18. Financial Statements.](#ITEM18FINANCIALSTATEMENTS_879598)\n\n​\n\n97\n\n[ITEM 19. EXHIBITS](#ITEM19EXHIBITS_609826)\n\n​\n\n97\n\n​\n\n​\n\ni\n\n[Table of Contents](#TOC)\n\n**FREQUENTLY USED TERMS**\n\nUnless otherwise specified or if the context so requires, the following frequently used terms in this Report (as defined below) have the meanings set forth below for purposes of this Report:\n\n“1554997 B.C.” means 1554997 B.C. Ltd., incorporated on August 29, 2025 as a former wholly owned subsidiary for the purpose of the Spin-Out.\n\n“2025 Plan” means the Company’s omnibus long-term incentive plan, dated November 10, 2025.\n\n“affiliate” means, in respect of a person, any other person that directly or indirectly controls, is controlled by, or is under common control with the first person. For purposes of the preceding sentence, “control” means the possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise.\n\n“Allowable Capital Loss” means one-half of any capital loss incurred by a Canadian Holder.\n\n“Allseas” means Allseas Group S.A.\n\n“Area D Report” means the report titled “*S-K 1300 NORI Area D Technical Report*” dated August 4, 2025 prepared for TMC.\n\n“Audit Committee” means the audit committee established by the Company’s board of directors.\n\n“awards” means collectively the options, PSUs and RSUs under the 2025 Plan.\n\n“BCBCA” means the *Business Corporations Act* (British Columbia).\n\n“Benchmark” means Benchmark Minerals Intelligence.\n\n“Canada U.S. Tax Treaty” means the *Canada-United States Tax Convention* (1980).\n\n“Canadian Holder” means a Holder who, for the purposes of the Canadian Tax Act and any applicable tax treaty or convention, is a resident or deemed to be a resident in Canada at all relevant times.\n\n“Canadian Tax Act” means the *Income Tax Act* (Canada) and the regulations thereunder.\n\n“CCZ” means the Clarion-Clipperton Zone of the north-east Pacific Ocean between Hawaii and Mexico.\n\n“CHIA” means Cultural Heritage Impact Assessment.\n\n“Code” means the U.S. *Internal Revenue Code* of 1986, as amended.\n\n“Commissioner” means the Commissioner of Competition of Canada.\n\n“Common Shares” means the common shares, without par value, in the capital of the Company.\n\n“Company” means The Metals Royalty Company Inc.\n\n“Compensation Committee” means the compensation committee established by the Company’s board of directors.\n\n“Contribution Agreement” means the binding the assignment and assumption agreement between the Company and 1554997 B.C. dated September 11, 2025, as amended on December 18, 2025.\n\n“Controlling Individual” means the annuitant, subscriber or holder, as the case may be, of the Registered Plan.\n\nii\n\n[Table of Contents](#TOC)\n\n“CRA” means the Canada Revenue Agency.\n\n“CVRs” means contingent value rights.\n\n“Deemed Sale Election” means an election made by a U.S. Holder to be to be treated for U.S. federal income tax purposes as having sold such U.S. Holder’s Common Shares on the last day our taxable year during which the Company were a PFIC, if the Company is classified as a PFIC and then cease to be classified.\n\n“Demand Registration” means a written demand, pursuant to the Investor Rights Agreement, that shall describe the amount and type of securities to be included in such registration and the intended method(s) if distribution thereof.\n\n“Direct Listing” means the listing of the Common Shares on the Nasdaq, which was completed on April 8, 2026.\n\n“DSHMRA” means the United States *Deep Seabed Hard Mineral Act* (30 U.S.C. §1401 et seq).\n\n“EMMP” means the Environmental and Management and Monitoring Plan.\n\n“EMS” means Environmental Management System.\n\n“ESIA” means Environmental and Social Impact Assessment.\n\n“EU Critical Raw Materials Act” means the *European Critical Raw Materials Act*.\n\n“EV” means electric vehicle.\n\n“FBAR” means the Report of Foreign Bank and Financial Accounts.\n\n“FHSA” means first home savings account.\n\n“First Repurchase Payment” means the payment made to exercise the First Repurchase Right.\n\n“First Repurchase Right” means the exclusive and irrevocable one-time right and option belonging to NORI to repurchase 50% of the NORI Royalty until February 21, 2030, provided that NORI is not in default of its payment obligations under the NORI Royalty.\n\n“Glencore” means Glencore International Ag.\n\n“Going Public Transaction” has the meaning set out in the Legacy Option Plan.\n\n“GORR” means gross overriding royalty.\n\n“Hatch” means Hatch Pty Ltd.\n\n“Holder” means a purchaser who acquires Common Shares as a beneficial owner and who, at all relevant times, for purposes of the Canadian Tax Act, deals at arm’s length with the Company, is not affiliated with the Company, and will acquire and hold such Common Shares as capital property.\n\n“IASB” means the International Accounting Standards Board.\n\n“IEA” means the International Energy Agency.\n\n“IFRS” means the International Financial Reporting Standards.\n\n“Indemnified Party” means the individuals who are indemnified under the Indemnity Agreement.\n\niii\n\n[Table of Contents](#TOC)\n\n“Indemnity Agreement” means the indemnity agreements between the Company and the Company’s current directors and officers.\n\n“Initial Assessment” means the Technical Report Summary — Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone, dated August 4, 2025 prepared for TMC.\n\n“Initial Mining Area” means the area selected based on similarity to the Testing Mining Area and includes planned initial runs 19 and 20, and is included in a mine plan developed for the NORI Area D.\n\n“Investor Rights Agreement” means the investor rights agreement among the Company, TMC and Brian Paes-Braga, dated February 21, 2023.\n\n“Investor” means each of TMC and Brian Paes-Braga as parties to the Investor Right Agreement.\n\n“IRA” means the *Inflation Reduction Act of 2022*.\n\n“IRS” means the U.S. Internal Revenue Service.\n\n“ISA” means the United Nations International Seabed Authority.\n\n“ISO” means incentive stock options within the meaning of Section 422 of the *Internal Revenue Code* for U.S. participants.\n\n“JOBS Act” means the *Jumpstart Our Business Startups Act of 2012*.\n\n“Landsons” means Landsons Investment Corporation.\n\n“Landsons Transactions” means the contribution and subscription agreement entered into on March 21, 2023 between Landsons and the Company.\n\n“LCAs” means lifecycle assessments.\n\n“Legacy Option Plan” means the Company’s stock option plan, dated February 21, 2023.\n\n“Maria Conchita Block” and “Maria Conchita” means the Oil and Gas Royalties production block located in Colombia, operated by NG Energy International Corp., on which the Company held a 3.125% GORR prior to the Spin-Out.\n\n“MC Royalty Transactions” means the contribution and subscription agreements entered on February 21, 2023, with (i) Brian Paes-Braga, (ii) Brian T. O’Neill and (iii) Lucas Cahill.\n\n“MLI” means the *Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting*.\n\n“Nasdaq” means the Nasdaq Stock Market LLC.\n\n“Nasdaq Capital Markets” means the tier of the Nasdaq Stock Market LLC where the Common Shares will be listed.\n\n“NG Energy” means NG Energy International Corp.\n\n“NOAA” means the National Oceanic and Atmospheric Administration.\n\n“Nominating and Corporate Governance Committee” means the nomination and corporate governance committee established by the Company’s board of directors.\n\niv\n\n[Table of Contents](#TOC)\n\n“Non-Canadian Holder” means a Holder who, for purposes of the Canadian Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Common Shares in connection with a business (including an adventure or concern in the nature of trade) carried on in Canada.\n\n“Non-U.S. Holder” means any beneficial owner of the Company’s Common Shares that is not a U.S. Holder, a partnership (or an entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes) or a person holding our Common Shares through such an entity or arrangement.\n\n“NORI” means TMC’s wholly owned subsidiary Nauru Ocean Resources Inc.\n\n“NORI Areas” means, collectively, NORI Area A, NORI Area B, NORI Area C and NORI Area D of the CCZ.\n\n“NORI Area A” has the meaning set out in the Technical Reports.\n\n“NORI Area B” has the meaning set out in the Technical Reports.\n\n“NORI Area C” has the meaning set out in the Technical Reports.\n\n“NORI Area D” has the meaning set out in the Technical Reports.\n\n“NORI Contribution Agreement” means the contribution agreement entered into on February 21, 2023 between NORI and the Company, where the Company acquired the NORI Royalty.\n\n“NORI Exploration Contract” means the exploration contract, granted by the ISA to TMC and NORI, covering the NORI Area.\n\n“NORI Property” means any present mineral rights located within the NORI Areas with a combined area of 74,830 km2 and future mineral rights resulting from renewal, extension, modification, substitution, amalgamation, succession, conversion, demise to lease, renaming or variation of any of those mineral rights or any additional mineral rights deriving from those mineral rights, including any future exploitation contract that replaces or amends NORI’s existing exploration contract (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain) and, if any existing interest of NORI in all or any part of the NORI Property is surrendered, lapses or otherwise terminates, then the NORI Royalty automatically applies to any mineral right or a direct or indirect interest in mineral rights (including by contract or license) reacquired by NORI or its affiliates covering the same area as the NORI Property.\n\n“NORI Royalty” means the Company’s right to receive 2% of the Gross Proceeds (as defined in the NORI Royalty Agreement) from the sale of Products derived from the NORI Property, exclusive of any and all taxes and subject to the First Repurchase Right and the Second Repurchase Right, pursuant to the terms of the NORI Royalty Agreement.\n\n“NORI Royalty Agreement” means the royalty agreement dated February 21, 2023 between the Company, TMC and NORI.\n\n“NSR” means net smelter return.\n\n“OBBBA” means *One Big Beautiful Bill Act*.\n\n“Odyssey” means Odyssey Trust Company.\n\n“Oil and Gas Royalties” means the royalties in respect of NG Energy’s operations that were held by the Company prior to the Spin-Out.\n\n“PAMCO” means Pacific Metals Co., Ltd.\n\n“PAMCO FS” means the PAMCO feasibility study.\n\n“PFIC” means passive foreign investment company.\n\nv\n\n[Table of Contents](#TOC)\n\n“Piggyback Registration” means the piggyback registration rights of an Investor under the Investor Rights Agreement to request the registration of a specified number of their Registerable Securities in connection with certain public offerings for TMCR’s own account or for the account of shareholders, subject to underwriters’ cutback rights.\n\n“Products” means any and all metals and minerals of every nature and kind, (including precious and base metals), in whatever beneficiated form or state which are produced, extracted by processing, recovered in soluble solution or otherwise recovered or produced from material mined or excavated from the NORI Property, and including any such material derived from any processing or reprocessing of any tailings, and including any other products resulting from the further milling, processing or other beneficiation of such materials, including concentrate or doré, and for greater certainty, excludes any tailings where there is no reasonable expectation of such tailings being processed resulting in the production of metals.\n\n“Proposed Amendments” means specific proposals to amend the Tax Act which have been publicly and officially announced by or on behalf of the Minster of Finance (Canada) prior to the date hereof.\n\n“PSUs” means restricted share units granted under the 2025 Plan with performance based vesting criteria.\n\n“PSRUs” means restricted share units granted under the CEO Performance Plan on March 19, 2026 with performance based vesting criteria.\n\n“QEF” means Qualified Electing Fund.\n\n“RDSP” means registered disability savings plan.\n\n“Registerable Securities” means (i) any Common Shares held by an Investor; (ii) any Common Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of TMCR held by an Investor; (iii) any other securities of TMCR held by an Investor, whether or not convertible or exercisable for Common Shares, if such securities are registered by TMCR under the Securities Act or qualified for distribution pursuant to a prospectus under Canadian securities laws; and (iv) any Common Shares or such other securities issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities referenced in (i), (ii), or (iii).\n\n“Registered Plan” means RRSP, RRIF, RESP, RDSP, FHSA or TFSA.\n\n“Release Conditions” means conditional approval of the Company’s Common Shares being listed or quoted on NASDAQ.\n\n“RESP” means registered education savings plan.\n\n“Royalty Statement” means a royalty statement provided by NORI at the time each NORI Royalty payment is made, as required under the NORI Royalty Agreement, which includes details on the quantity, type, and grade of metals and minerals extracted during that quarter and information about the quantity, type and grade of metals and minerals processed and sold during that same period.\n\n“RRIF” means registered retirement income fund.\n\n“RRSP” means registered retirement savings plan.\n\n“RSUs” means restricted share units granted under the 2025 Plan with time based vesting criteria.\n\n“Sarbanes-Oxley Act” means the *Sarbanes-Oxley Act of 2002*, as amended.\n\n“SEC” means the Securities Exchange Commission.\n\n“Second Repurchase Payment” means the payment made to exercise the Second Repurchase Right.\n\n​\n\nvi\n\n[Table of Contents](#TOC)\n\n“Second Repurchase Right” means the exclusive and irrevocable one-time right and option of NORI to purchase an additional twenty-five (25%) of the original NORI Royalty on or after February 21, 2028, provided that the First Repurchase Right has been exercised and NORI is not in default of its payment obligations under the NORI Royalty. The Second Repurchase Right expires on February 21, 2030.\n\n“Section 404” means Section 404 of the Sarbanes-Oxley Act.\n\n“Securities Act” means the *Securities Act of 1933*, as amended.\n\n“SEPA” means the Standby Equity Purchase Agreement between the Company and Yorkville dated July 18, 2025.\n\n“SGM” means the special general meeting of the Company’s shareholders.\n\n“SN-9 Block” and “Sinu-9” means the Oil and Gas Royalties production block located in Colombia, operated by NG Energy International Corp., on which the Company held a 1.44% GORR prior to the Spin-Out.\n\n“Spin-Out” means the assignment and assumption of the Oil and Gas Royalties by 1554997 B.C. and subsequent distribution of the shares of 1554997 B.C. to the Company’s existing shareholders as return of capital, pursuant to the Contribution Agreement.\n\n“Subscription Receipt Agreement” means the subscription receipt agreement between the Company and Odyssey Trust Company, dated July 25, 2025, as amended on December 17, 2025.\n\n“subscription receipt” means a subscription receipt of the Company issued pursuant to the Subscription Receipt Agreement.\n\n“Taxable Capital Gain” means one-half of any capital gain.\n\n“Test Mining Area” means the area located in the central west of NORI Area D.\n\n“TFSA” means tax-free savings account.\n\n“TMC Note” means the promissory note with a principal amount of $14,000,000 held by TMC, which was repaid on February 21, 2023.\n\n“TMC” or “The Metals Company” means TMC The Metals Company.\n\n“TMCR” means The Metals Royalty Company Inc.\n\n“TMC Subscription Agreement” means the subscription agreement entered into on February 21, 2023 between TMC and the Company.\n\n“UNCLOS” means the UN Convention on the Law of the Sea.\n\n“Unrestricted Stock Awards” means Common Shares free of any restrictions granted under the 2025 Plan.\n\n“U.S. Holder” means a beneficial owner of Common Shares that is for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.\n\n​\n\nvii\n\n[Table of Contents](#TOC)\n\n“Yorkville” means YA II PN, Ltd.\n\nIn respect of certain scientific and technical information:\n\n“Indicated Mineral Resource” means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.\n\n“Inferred mineral resource” means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.\n\n“LOM” means the projected duration during which economically viable mineral extraction is expected to occur.\n\n“Mt” means the unit representing one million metric tonnes.\n\n“Mwmt” means the unit representing one million wet metric tonnes.\n\n“Mineral Reserve” means the economically mineable part of a measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.\n\n“Mineral Resource” means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.\n\n“Mwmtpa” means the unit representing one million metric wet metric tonnes per annum.\n\n“nodule” means a naturally occurring, unattached rock found on the deep ocean floor, typically rich in multiple base metals — such as nickel, copper, cobalt, and manganese — formed over millions of years through precipitation from seawater and sediment pore water.\n\n“probable mineral reserve” means the economically mineable part of an indicated and, in some cases, a measured mineral resource.\n\n“RKEF” means rotary kiln electric furnace.\n\n“wet metric tonne” or “wmt” means a wet metric tonne and is a unit of measurement equal to 1,000 kilograms of mined material inclusive of its inherent moisture content. Wet metric tonnes are commonly used in reporting bulk commodity volumes, with subsequent adjustments made to account for moisture levels when calculating dry tonnage and determining commercial value.\n\n​\n\n​\n\nviii\n\n[Table of Contents](#TOC)\n\n**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\n*This Annual Report on Form 20-F (including information incorporated by reference herein, the “Report”) 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 Report include, but are not limited to, statements about:*\n\n●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;\n\n●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;\n\n●the supply and demand for nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;\n\n●the future prices of nickel and cobalt (including critical metals and battery cathode feedstocks), steel-making feedstocks, copper and manganese ores;\n\n●government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations;\n\n●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;\n\n●our plans to mitigate our material weakness in our internal control over financial reporting;\n\n●our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto;\n\n●our business and future activities;\n\n●our status as a foreign private issuer;\n\n●our status as an emerging growth company;\n\n●the effect on us of any changes to existing or new legislation or policy or government regulation;\n\n●goals, strategies and future growth;\n\n●expectations around the performance of the NORI Royalty;\n\n●estimates of mineral resources and reserves;\n\n●our ability to retain key management personnel in order to enable us to continue to develop our business;\n\n1\n\n[Table of Contents](#TOC)\n\n●statements relating to our status as an emerging growth company and foreign private issuer;\n\n●any reference to or description of the activities proposed to be conducted by TMC or its affiliates;\n\n●projected mining and process recovery rates;\n\n●assumptions as to geotechnical requirements for collector on the seabed;\n\n●assumptions as to environmental, permitting, and social risks; and\n\n●other assumptions described in this Report underlying or relating to any forward-looking statements.\n\nWe caution you that the foregoing list may not contain all of the forward-looking statements made in this Report. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report 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.\n\nSuch 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*”.\n\nIn 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 Report. 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.\n\nThe forward-looking statements made in this Report 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 Report to reflect events or circumstances after the date of this Report 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.\n\n​\n\n2\n\n[Table of Contents](#TOC)\n\n**PART I**"}