{"url_path":"/sec/tmcr/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Controls and Procedures.**","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":680,"has_tables":true,"body_markdown":"**Item 15. Controls and Procedures.**\n\n**Disclosure Controls and Procedures**\n\nAs required by Rule 13a-15(b) under the Exchange Act, our senior management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our senior management has concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective. See “- Changes in Internal Control over Financial Reporting” for additional information.\n\nDisclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in SEC’s rule and forms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.\n\n**Management’s Report on Internal Control over Financial Reporting**\n\nThis Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period during which they are not required as established by rules of the SEC for newly public companies.\n\n**Attestation Report of the Registered Public Accounting Firm**\n\nThis Report does not include an attestation report of the Company’s registered public accounting firm in this Report on Form 20-F due to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies” which we also are, are not required to provide the auditor attestation report.\n\n**Changes in Internal Control over Financial Reporting**\n\nIn connection with the preparation of the financial statements of TMCR for the years ended December 31, 2023 and 2024, we identified a material weakness in our internal control over financial reporting. 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.\n\n93\n\n[Table of Contents](#TOC)\n\nWe 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. While these remediation efforts are ongoing, we believe that the material weakness identified above continues to exist as of December 31, 2025. 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.\n\nAs the Company is still undertaking remediation efforts, management has concluded that the material weakness has not been completely remediated.\n\nExcept for the pending remediation described above, no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}