{"url_path":"/sec/tmcr/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","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":12076,"has_tables":true,"body_markdown":"**ITEM 19. EXHIBITS**\n\n**Exhibit No.**\n\n  ​ ​ ​\n\n​\n\n1.1**\n\n​\n\n[Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex3-1.htm)\n\n2.1*\n\n​\n\n[Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934](tmcr-20251231xex2d1.htm)\n\n4.1**\n\n​\n\n[Investor Rights Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-1.htm)\n\n4.2**\n\n​\n\n[Form of Indemnification Agreement with the Registrant’s directors and officers (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-2.htm)\n\n4.3**\n\n​\n\n[Legacy Option Plan (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-3.htm)\n\n4.4†**\n\n​\n\n[NORI Royalty Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-4.htm)\n\n4.5**\n\n​\n\n[Contribution Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-5.htm)\n\n4.6**\n\n​\n\n[2025 Plan (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-6.htm)\n\n4.7**\n\n​\n\n[Standby Equity Purchase Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-7.htm)\n\n4.8**\n\n​\n\n[Amendment to Contribution Agreement (incorporated by reference to Registration Statement on Form F-1, Amendment No. 1, filed on March 3, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-8.htm)\n\n4.9**\n\n​\n\n[Form of Lock-Up Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-9.htm)\n\n4.10**\n\n​\n\n[Brian Paes-Braga Consulting Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-10.htm)\n\n4.11**\n\n​\n\n[Donald Sewell Consulting Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-11.htm)\n\n4.12**\n\n​\n\n[Subscription Receipt Agreement (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex10-12.htm)\n\n4.13**\n\n​\n\n[Amending Agreement to Subscription Receipt Agreement (incorporated by reference to Registration Statement on Form F-1, Amendment No. 1, filed on March 3, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926026481/tm2526563d14_ex10-13.htm)\n\n4.14**\n\n​\n\n[Second Amendment to Contribution Agreement (incorporated by reference to Registration Statement on Form F-1, Amendment No. 1, filed on March 3, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926026481/tm2526563d14_ex10-14.htm)\n\n4.15**\n\n​\n\n[CEO Performance Plan and Form of Award Certificate (incorporated by reference to Registration Statement on Form F-1, Amendment No. 1, filed on March 3, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926026481/tm2526563d14_ex10-15.htm)\n\n11.1**\n\n​\n\n[Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Registration Statement on Form F-1 filed on February 27, 2026)](https://www.sec.gov/Archives/edgar/data/2087398/000110465926021062/tm2526563d11_ex99-2.htm)\n\n11.2*\n\n​\n\n[Insider Trading Policy of the Registrant](tmcr-20251231xex11d2.htm)\n\n12.1*\n\n​\n\n[Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](tmcr-20251231xex12d1.htm)\n\n12.2*\n\n​\n\n[Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](tmcr-20251231xex12d2.htm)\n\n13.1*\n\n​\n\n[Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](tmcr-20251231xex13d1.htm)\n\n13.2*\n\n​\n\n[Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](tmcr-20251231xex13d2.htm)\n\n97.1*\n\n​\n\n[Clawback Policy of the Registrant](tmcr-20251231xex97d1.htm)\n\n101. INS*\n\n​\n\nInline XBRL Instance Document\n\n101. SCH*\n\n​\n\nInline XBRL Taxonomy Extension Schema Document\n\n97\n\n[Table of Contents](#TOC)\n\n101. CAL*\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101. DEF*\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101. LAB*\n\n​\n\nInline XBRL Taxonomy Extension Label Linkbase Document\n\n101. PRE*\n\n​\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104\n\n​\n\nCover Page Interactive Data Filed\n\n*\n\nFiled herewith.\n\n**\n\nPreviously filed\n\n†\n\nCertain schedules, annexes and exhibits have been omitted but will be furnished supplementally to the SEC upon request.\n\n​\n\n98\n\n[Table of Contents](#TOC)\n\n**SIGNATURE**\n\nThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.\n\n​\n\n**THE METAL ROYALTY COMPANY INC.**\n\n​\n\n​\n\nApril 27, 2026\n\nBy:\n\n*/s/ Brian Paes-Braga*\n\n​\n\nName:\n\nBrian Paes-Braga\n\n​\n\nTitle:\n\nChief Executive Officer\n\n​\n\n​\n\n99\n\n[Table of Contents](#TOC)\n\nINDEX TO FINANCIAL STATEMENTS\n\n**The Metals Royalty Company Inc.**\n\n**Table of Contents**\n\n​\n\n**Page No.**\n\n[Report of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou)\n\nF-2\n\n[Statements of Net Income / (Loss) and Comprehensive Income / (Loss)](#StatementsofNetIncomeLossandComprehensiv)\n\nF-3\n\n[Statements of Financial Position as of December 31, 2025 and December 31, 2024](#StatementsofFinancialPosition_71629)\n\nF-4\n\n[Statements of Cash Flows as of December 31, 2025 and December 31, 2024](#StatementsofCashFlows_47329)\n\nF-5\n\n[Statements of Changes in Shareholders’ Equity as of December 31, 2025 and December 31, 2024](#StatementsofChangesinShareholdersEquity_)\n\nF-6\n\n[Notes to the Annual Financial Statements](#NotestotheAnnualFinancialStatements_9487)\n\nF-7\n\n​\n\n​\n\n​\n\n​\n\n[Table of Contents](#TOC)\n\n**Report of Independent Registered Public Accounting Firm**\n\nTo the Shareholders and the Board of Directors of The Metals Royalty Company Inc.\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying statements of financial position of The Metals Royalty Company Inc. (the “Company”) as of December 31, 2025 and 2024, the related statements of net income/(loss) and comprehensive income/(loss), cash flows and changes in shareholders’ equity for the years ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board.\n\nBasis for Opinion\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ Ernst & Young LLP\n\nChartered Professional Accountants\n\nWe have served as the Company’s auditor since 2025.\n\nVancouver, Canada\n\nMarch 25, 2026\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\n**The Metals Royalty Company Inc.**\n\n**Statements of Net Income / (Loss) and Comprehensive Income / (Loss)**\n\n**(Expressed in US dollars)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\nFor the years ended,\n\n  ​ ​ ​\n\nNote\n\n  ​ ​ ​\n\n2025\n\n  ​ ​ ​\n\n2024\n\nOperating expenses\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\nGeneral and administrative expenses\n\n \n\n11\n\n​\n\n$\n\n6,067,900\n\n​\n\n$\n\n870,750\n\nShare-based compensation expenses\n\n \n\n7\n\n​\n\n \n\n640,207\n\n​\n\n \n\n338,229\n\nTotal operating expenses\n\n \n\n  ​\n\n​\n\n \n\n6,708,107\n\n​\n\n \n\n1,208,979\n\nOperating loss\n\n \n\n  ​\n\n​\n\n \n\n(6,708,107)\n\n​\n\n \n\n(1,208,979)\n\nOther income\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nInterest income\n\n \n\n  ​\n\n​\n\n \n\n244,467\n\n​\n\n \n\n57,906\n\nLoss from continuing operations before income taxes\n\n \n\n  ​\n\n​\n\n \n\n(6,463,640)\n\n​\n\n \n\n(1,151,073)\n\nIncome tax (expense) / recovery from continuing operations\n\n \n\n  ​\n\n​\n\n \n\n(380,170)\n\n​\n\n \n\n293,969\n\nNet loss from continuing operations\n\n \n\n  ​\n\n​\n\n \n\n(6,843,810)\n\n​\n\n \n\n(857,104)\n\nNet income from discontinued operations\n\n \n\n15\n\n​\n\n \n\n7,959,161\n\n​\n\n \n\n573,828\n\nNet income / (loss) and comprehensive income / (loss)\n\n \n\n  ​\n\n​\n\n$\n\n1,115,351\n\n​\n\n$\n\n(283,276)\n\nNet income / (loss) per share\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nContinuing operations, basic and diluted\n\n \n\n  ​\n\n​\n\n$\n\n(0.16)\n\n​\n\n$\n\n(0.02)\n\nDiscontinued operations, basic and diluted\n\n \n\n  ​\n\n​\n\n$\n\n0.18\n\n​\n\n$\n\n0.01\n\nWeighted average number of shares outstanding, basic and diluted\n\n \n\n4\n\n​\n\n \n\n43,928,918\n\n​\n\n \n\n43,028,900\n\n​\n\n*See accompanying notes to the financial statements*\n\n​\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\n**The Metals Royalty Company Inc.**\n\n**Statements of Financial Position**\n\n**(Expressed in US dollars)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31,\n\n​\n\nDecember 31,\n\nAs of,\n\n  ​ ​ ​\n\nNote\n\n  ​ ​ ​\n\n2025\n\n  ​ ​ ​\n\n2024\n\nAssets\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCurrent assets:\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash\n\n \n\n  ​\n\n​\n\n$\n\n18,366,604\n\n​\n\n$\n\n1,395,234\n\nAccounts receivable\n\n \n\n  ​\n\n​\n\n \n\n235,230\n\n​\n\n \n\n259,814\n\nPrepaid expenses\n\n \n\n  ​\n\n​\n\n \n\n198,164\n\n​\n\n \n\n4,867\n\nRelated party receivable\n\n \n\n10\n\n​\n\n \n\n53,500\n\n​\n\n \n\n—\n\nTotal current assets\n\n \n\n  ​\n\n​\n\n \n\n18,853,498\n\n​\n\n \n\n1,659,915\n\nNon-current assets:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nComputer equipment\n\n \n\n  ​\n\n​\n\n \n\n13,565\n\n​\n\n \n\n—\n\nRoyalty and streaming interests\n\n \n\n5\n\n​\n\n \n\n14,081,250\n\n​\n\n \n\n19,808,542\n\nTotal assets\n\n \n\n  ​\n\n​\n\n$\n\n32,948,313\n\n​\n\n$\n\n21,468,457\n\nLiabilities\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nCurrent liabilities:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAccounts payable and accrued liabilities\n\n \n\n  ​\n\n​\n\n$\n\n1,762,773\n\n​\n\n$\n\n28,331\n\nSales tax payable\n\n \n\n  ​\n\n​\n\n \n\n—\n\n​\n\n \n\n41,389\n\nTotal current liabilities\n\n \n\n  ​\n\n​\n\n \n\n1,762,773\n\n​\n\n \n\n69,720\n\nTotal liabilities\n\n \n\n  ​\n\n​\n\n \n\n1,762,773\n\n​\n\n \n\n69,720\n\nShareholders’ Equity\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nShare capital\n\n \n\n6\n\n​\n\n \n\n35,471,363\n\n​\n\n \n\n26,046,222\n\nContributed surplus\n\n \n\n  ​\n\n​\n\n \n\n681,527\n\n​\n\n \n\n1,435,216\n\nAccumulated deficit\n\n \n\n  ​\n\n​\n\n \n\n(4,967,350)\n\n​\n\n \n\n(6,082,701)\n\nTotal shareholders’ equity\n\n \n\n  ​\n\n​\n\n \n\n31,185,540\n\n​\n\n \n\n21,398,737\n\nTotal liabilities and shareholders’ equity\n\n \n\n  ​\n\n​\n\n$\n\n32,948,313\n\n​\n\n$\n\n21,468,457\n\n​\n\n*See accompanying notes to the financial statements*\n\n​\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\n**The Metals Royalty Company Inc.**\n\n**Statements of Cash Flows**\n\n**(Expressed in US dollars)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31,\n\n​\n\nDecember 31,\n\nFor the years ended,\n\n  ​ ​ ​\n\nNote\n\n  ​ ​ ​\n\n2025\n\n  ​ ​ ​\n\n2024\n\nCash flows from/(used in) operating activities:\n\n \n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nIncome (Loss)\n\n​\n\n​\n\n​\n\n$\n\n1,115,351\n\n​\n\n$\n\n(283,276)\n\nLess: Net income from discontinued operations\n\n​\n\n​\n\n​\n\n \n\n(7,959,161)\n\n​\n\n \n\n(573,828)\n\nNet loss from continuing operations\n\n​\n\n​\n\n​\n\n \n\n(6,843,810)\n\n​\n\n \n\n(857,104)\n\nAdjustments to reconcile net income / (loss) to net cash from/(used in) operating activities:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nShare-based compensation\n\n \n\n7\n\n​\n\n \n\n640,207\n\n​\n\n \n\n338,229\n\nDepreciation\n\n​\n\n​\n\n​\n\n \n\n714\n\n​\n\n \n\n—\n\nChanges in operating assets and liabilities:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAccounts payable and accrued liabilities\n\n​\n\n​\n\n​\n\n \n\n1,734,442\n\n​\n\n \n\n(102,986)\n\nDeferred tax assets\n\n \n\n12\n\n​\n\n \n\n380,170\n\n​\n\n \n\n(293,969)\n\nOther operating assets and liabilities\n\n​\n\n​\n\n​\n\n \n\n(523,416)\n\n​\n\n \n\n26,534\n\nCash flows used in operating activities – continuing operations\n\n​\n\n​\n\n​\n\n \n\n(4,611,693)\n\n​\n\n \n\n(889,296)\n\nCash flows from operating activities – discontinued operations\n\n​\n\n​\n\n​\n\n \n\n1,378,097\n\n​\n\n \n\n1,427,080\n\nCash flows from/(used in) operating activities\n\n​\n\n​\n\n​\n\n \n\n(3,233,596)\n\n​\n\n \n\n537,784\n\nCash flows used in investing activities:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nPurchase of computer equipment\n\n​\n\n​\n\n​\n\n \n\n(14,279)\n\n​\n\n \n\n—\n\nCash flows used in investing activities – continuing operations\n\n​\n\n​\n\n​\n\n \n\n(14,279)\n\n​\n\n \n\n—\n\nCash flows used in investing activities\n\n​\n\n​\n\n​\n\n \n\n(14,279)\n\n​\n\n \n\n—\n\nCash flows from financing activities:\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nProceeds from equity raise, net of issuance costs\n\n​\n\n​\n\n​\n\n \n\n22,820,892\n\n​\n\n \n\n—\n\nProceeds on exercise of stock options\n\n​\n\n​\n\n​\n\n \n\n34,479\n\n​\n\n \n\n—\n\nReturn of capital\n\n \n\n6\n\n​\n\n \n\n(1,072,837)\n\n​\n\n \n\n—\n\nCash flows from financing activities – continuing operations\n\n​\n\n​\n\n​\n\n \n\n21,782,534\n\n​\n\n \n\n—\n\nCash flows used in financing activities – discontinued operations\n\n \n\n6, 15\n\n​\n\n \n\n(1,563,289)\n\n​\n\n \n\n—\n\nCash flows from financing activities\n\n​\n\n​\n\n​\n\n \n\n20,219,245\n\n​\n\n \n\n—\n\nChange in cash for the year\n\n​\n\n​\n\n​\n\n \n\n16,971,370\n\n​\n\n \n\n(537,784)\n\nCash at beginning of the year\n\n​\n\n​\n\n​\n\n \n\n1,395,234\n\n​\n\n \n\n857,450\n\nCash at end of the year\n\n​\n\n​\n\n​\n\n$\n\n18,366,604\n\n​\n\n$\n\n1,395,234\n\n​\n\n*See accompanying notes to the financial statements*\n\n​\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\n**The Metals Royalty Company Inc.**\n\n**Statements of Changes in Shareholders’ Equity**\n\n**(Expressed in US dollars)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal\n\n​\n\n​\n\n​\n\n​\n\nNumber of\n\n​\n\nShare\n\n​\n\nContributed\n\n​\n\nAccumulated\n\n​\n\nshareholders’\n\n​\n\n  ​ ​ ​\n\nNote\n\n  ​ ​ ​\n\nshares\n\n  ​ ​ ​\n\ncapital\n\n  ​ ​ ​\n\nsurplus\n\n  ​ ​ ​\n\ndeficit\n\n  ​ ​ ​\n\nequity\n\nBalance, January 1, 2025\n\n​\n\n​\n\n \n\n42,913,463\n\n​\n\n$\n\n26,046,222\n\n​\n\n$\n\n1,435,216\n\n​\n\n$\n\n(6,082,701)\n\n​\n\n$\n\n21,398,737\n\nContributed capital from equity raise, net of issuance costs\n\n \n\n6\n\n \n\n4,569,770\n\n​\n\n \n\n22,820,892\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n22,820,892\n\nShares issued on exercise of stock options\n\n \n\n7\n\n \n\n3,443,399\n\n​\n\n \n\n1,428,375\n\n​\n\n \n\n(1,393,896)\n\n​\n\n \n\n—\n\n​\n\n \n\n34,479\n\nSpin-out of 1554997 BC Ltd.\n\n \n\n1, 6\n\n \n\n—\n\n​\n\n \n\n(13,751,289)\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n(13,751,289)\n\nReturn of capital\n\n \n\n6\n\n \n\n—\n\n​\n\n \n\n(1,072,837)\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n(1,072,837)\n\nShare-based compensation\n\n \n\n7\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n640,207\n\n​\n\n \n\n—\n\n​\n\n \n\n640,207\n\nComprehensive income\n\n​\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n1,115,351\n\n​\n\n \n\n1,115,351\n\nBalance, December 31, 2025\n\n​\n\n​\n\n \n\n50,926,632\n\n​\n\n$\n\n35,471,363\n\n​\n\n$\n\n681,527\n\n​\n\n$\n\n(4,967,350)\n\n​\n\n$\n\n31,185,540\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal\n\n​\n\n​\n\n​\n\n​\n\nNumber of\n\n​\n\nShare\n\n​\n\nContributed\n\n​\n\nAccumulated\n\n​\n\nshareholders’\n\n​\n\n  ​ ​ ​\n\nNote\n\n  ​ ​ ​\n\nshares\n\n  ​ ​ ​\n\ncapital\n\n  ​ ​ ​\n\nsurplus\n\n  ​ ​ ​\n\ndeficit\n\n  ​ ​ ​\n\nequity\n\nBalance, January 1, 2024\n\n​\n\n​\n\n \n\n43,038,463\n\n​\n\n$\n\n26,046,222\n\n​\n\n$\n\n1,096,987\n\n​\n\n$\n\n(5,799,425)\n\n​\n\n$\n\n21,343,784\n\nRepurchase of common shares\n\n \n\n6\n\n \n\n(125,000)\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\nShare-based compensation\n\n \n\n7\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n338,229\n\n​\n\n \n\n—\n\n​\n\n \n\n338,229\n\nComprehensive loss\n\n​\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n(283,276)\n\n​\n\n \n\n(283,276)\n\nBalance, December 31, 2024\n\n​\n\n​\n\n \n\n42,913,463\n\n​\n\n$\n\n26,046,222\n\n​\n\n$\n\n1,435,216\n\n​\n\n$\n\n(6,082,701)\n\n​\n\n$\n\n21,398,737\n\n​\n\n*See accompanying notes to the financial statements*\n\n​\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\n**The Metals Royalty Company Inc.**\n\n**Notes to the Annual Financial Statements**\n\n**As of and for the years ended December 31, 2025 and 2024**\n\n1.\n\nOrganization of the corporation\n\nThe Metals Royalty Company Inc. (the “Company”), was incorporated in British Columbia effective October 27, 2022. The Company’s registered office is located at 3500 – 1133 Melville St., Vancouver, BC V6E 4E5. In September 2025, the Company changed its name from Low Carbon Royalites Inc. to The Metals Royalty Company Inc.\n\nThe primary business of the Company is to receive royalty revenue from natural resources properties as reserves are produced by operators over the economic life of the properties. The Company is focused on the acquisition and management of critical metals and mineral royalties, streams and other similar interests. The Company is focused on providing capital to support mineral security and independence in North America in support of accelerating domestic industry growth, including energy, defense and reindustrialization. The Company aims to focus on capital development opportunities encompassing all aspects of the critical metals and minerals value chain.\n\nSpin-Out\n\nOn August 19, 2025, the Company’s Board of Directors approved the spin-out of the Company’s Oil and Gas business, which primarily consists of royalty interests. On August 29, 2025, the Company formed 1554997 B.C. Ltd., a new wholly owned subsidiary which was utilized to execute the spin-out of the Oil and Gas business. On September 11, 2025 the Company entered into an assignment and assumption agreement with 1554997 B.C. Ltd (the “Contribution Agreement”), to contribute the Company’s royalty interests in the Maria Conchita Block and SN-9 Block to such subsidiary in anticipation of distributing the shares of such subsidiary to the Company’s existing shareholders as a return of capital (the “Spin-Out”). The Contribution Agreement was amended on December 18, 2025. The Spin-Out was consummated on December 18, 2025, and the Company no longer has any interest in the Oil and Gas business, and 1554997 B.C. Ltd. ceased to be a subsidiary of the Company.\n\nThe Company met the criteria for classifying the Oil and Gas business as a discontinued operation as of September 30, 2025. Accordingly, unless otherwise indicated, the statements of income / (loss) and comprehensive income / (loss) and statements of cash flows have been adjusted for all periods presented. The statements of financial position and statements of changes in shareholders’ equity have not been adjusted. See Note 15 for further information.\n\n2.\n\nBasis of preparation\n\nThese financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company has prepared the financial statements on the basis that it will continue to operate as a going concern.\n\nThe financial statements were approved and authorized by the Company’s Board of Directors on March 25, 2026.\n\n(a)Basis of measurement:\n\nThe financial statements have been prepared on the historical cost basis except for the share-based payment transactions and the Spin-Out.\n\n(b)Functional and presentation currency:\n\nThese financial statements are presented in US dollars, which is the Company’s functional currency.\n\n(c)Foreign currency transactions and balances:\n\nForeign currency transactions are measured into the functional currency of the Company, using the exchange rate prevailing at the date of the transaction (spot exchange rates). Foreign exchange gains and losses resulting from the settlement of such transactions and the re-measurement of monetary items at the date of the statements of financial position are recognized in net income / (loss). Non-monetary items are not re-measured and are recorded at historical exchange rates.\n\nF-7\n\n[Table of Contents](#TOC)\n\n3.\n\nUse of judgments, estimates and assumptions\n\nThe preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Therefore, actual results may differ from these estimates and assumptions.\n\nIn particular, the areas which require management to make significant judgments, estimates and assumptions in determining carrying values are:\n\n(a)Asset acquisitions\n\nAsset acquisitions are recorded at cost, which can include cash consideration and common share consideration. The cost basis of asset acquisitions are based on the estimated fair value of the consideration paid unless the estimated fair value of the acquired assets is considered more reliable. When asset acquisitions are included in the same arrangement as other assets, the estimated fair value of the acquired assets and services is used to allocate the consideration paid on a relative fair value basis if fair value can be reliably estimated for all of the assets and services. Otherwise, the estimated fair value for the more reliably estimated component is used, with the residual value allocated to the other component. For those asset acquisitions measured based on the estimated fair value of the consideration paid, changes in the assumptions of the fair value of common shares may materially affect the initial recognition amount for transactions that include common share consideration.\n\nFor those asset acquisitions measured based on the estimated fair value of the acquired assets, changes in the assumptions of the fair value of those assets may materially affect the initial recognition amount.\n\n(b)Depletion\n\nRoyalty and streaming interests comprise a large component of the Company’s assets and, as such, the reserves and resources of the properties to which the interests relate have a significant effect on the Company’s financial statements. These estimates are applied in determining the depletion of and assessing the recoverability of the carrying value of royalty and streaming interests. The public disclosures of reserves and resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including the estimated number of units of proved plus probable reserves. These assumptions are, by their very nature, subject to interpretation and uncertainty.\n\nThe estimates of reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the estimates of reserves and resources may materially affect the recorded amounts of depletion and the assessed recoverability of the carrying value of royalty and streaming interests.\n\n(c)Impairment and reversal of impairment of royalty and streaming interests\n\nAssessment of impairment and reversal of impairment of royalty and streaming interests at the end of each reporting period requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that give rise to the requirement to conduct an impairment or impairment reversal analysis on the Company’s royalty and streaming interests. Indicators which could trigger an impairment or impairment reversal analysis include, but are not limited to, a significant adverse or beneficial change in operator reserve and resource estimates, operating status, change in permitting and concession rights, industry or economic trends, current or forecasted commodity prices, and other relevant operator information. The assessment of fair values requires the use of estimates and assumptions for recoverable production, long-term commodity prices, discount rates, reserve conversion, future capital expansion plans and the associated attributable production implications. Changes in any of the assumptions and estimates used in determining the fair value of the royalty and streaming interests could impact the impairment or impairment reversal analysis.\n\nF-8\n\n[Table of Contents](#TOC)\n\n(d)Valuation of share-based compensation\n\nManagement determines the costs for share-based compensation using market-based and non-market-based valuation techniques. The fair value of the stock option awards and restricted share units with service-based vesting conditions (“RSUs”) and restricted share units with service-based and performance-based vesting conditions (“PSUs”) is determined at the date of grant for employees and as service is provided for non-employees. Assumptions are made and judgment is used in applying the valuation techniques. These assumptions and judgments include estimating the fair value of the underlying common share, future volatility of the share price, expected dividend yield, future employee turnover rates, option exercise behaviors, the estimated vesting period for PSUs, and the probability of achieving non-market vesting conditions. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based compensation.\n\n(e)Income taxes\n\nThe interpretation and application of new and existing tax laws or regulations in Canada, the United States of America or any of the countries in which the Company’s royalty interests are located requires the use of judgment. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on facts and circumstances of the relevant tax position considering all available evidence. Differing interpretation of these laws, regulations or rules could result in an increase in the Company’s taxes, or other governmental charges, duties or impositions. In assessing the probability of realizing deferred income tax assets, the Company makes estimates related to expectations of future taxable income and expected timing of reversals of existing temporary differences. Such estimates are based on forecasted cash flows from operations which require the use of estimates and assumptions such as long-term commodity prices, energy and mineral reserves. The Company reassesses its deferred income tax assets at the end of each reporting period.\n\n(f)Discontinued operations\n\nThe assessment of whether the held for sale criteria are met requires the use of judgment by management. Under IFRS 5, the judgmental criteria include whether the asset (or disposal group) is available for immediate sale in its present condition, whether the likelihood of sale is highly probable, and the disposal must be expected to be completed within one year from the date of classification. Changes in any of the judgements used in determining if an asset (or disposal group) meets the held for sale criteria could impact the classification of the related assets and liabilities and presentation of income (loss) between continuing and discontinued operations.\n\n(g)Valuation of Spin-Out\n\nThe valuation of the net assets distributed to the Company’s shareholders as part of the Spin-Out was recognized at fair value, based on the estimated fair value of the royalty interests transferred, and the accrued royalty collections from the Oil and Gas business since April 30, 2025 and cash and accounts receivable at April 30, 2025. Significant assumptions used in estimating the fair value of the royalty interests in the Maria Conchita Block and SN-9 Block included discount rates that reflect current market conditions and uncertainties, as well as estimated future cash flows attributable to the royalty interest derived from proved reserves estimates.\n\n4.\n\nSignificant accounting policies\n\nThe accounting policies set out below have been applied consistently to all periods presented in the financial statements, except as explained below:\n\n(a)Cash and cash equivalents:\n\nCash consists of cash on hand and at the bank. The Company considers cash equivalents to be short-term highly liquid investments with original maturities of three months or less.\n\nF-9\n\n[Table of Contents](#TOC)\n\n(b)Income taxes:\n\nTax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognized in the period of the change and future periods. In periods of rate change, the Company estimates the period of anticipated reversal of the associated deferred income tax liability to determine the appropriate tax rate to apply to temporary differences. Deferred income tax assets are recognized to the extent future recovery is probable in management’s judgment. Deferred income tax assets are reduced to the extent that it is not probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered. Deferred income tax liabilities are recognized when it is considered probable that temporary differences will be payable to tax authorities in future periods. Income tax filings are subject to audits and reassessments and changes in facts, circumstances and interpretations of the standards may result in a material increase or decrease in the Company’s provision for income taxes.\n\n(c)Financial instruments:\n\nFinancial assets and financial liabilities are recognized on the Company’s statements of financial position when the Company has become a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. The Company’s financial assets consist of cash, accounts receivable, and related party receivables, which are initially recorded at fair value and subsequently measured at amortized cost using the effective interest rate (“EIR”) method.\n\nFinancial liabilities consisting of accounts payable and accrued expenses are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at fair value through profit or loss (“FVPTL”) or the Company has opted to measure the financial liability at FVPTL.\n\nThe Company’s financial assets which are subject to credit risk include cash, accounts receivable, and related party receivables. At December 31, 2025 and December 31, 2024, the Company determined that the expected credit losses on its financial assets were nominal. There was no impairment losses recognized on financial assets during the years ended December 31, 2025 and 2024.\n\n(d)Fair Value Measurements:\n\nThe fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.\n\nA number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.\n\nThe fair value of royalty assets recognized in an asset acquisition is based on the estimated fair value of the consideration paid unless the estimated fair value of the acquired assets is considered more reliable. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the amounts assigned to assets and liabilities. As part of the impairment and impairment reversal analysis, the fair value of royalty assets is the estimated amount for which royalty assets could be exchanged on the acquisition date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and with compulsion. The fair value of royalty assets that are acquired or distributed to shareholders is estimated with reference to the cash flow multiples from production based on cash flow multiples of the same or similar assets, and/or are based on estimates of the discounted future cash flows from proved and probable metals and mineral reserves.\n\nThe fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2 of the fair value hierarchy. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3 of the fair value hierarchy.\n\nF-10\n\n[Table of Contents](#TOC)\n\nThere were no transfers of financial assets between level 1, level 2, and level 3 fair value hierarchy classification. There were no level 3 financial instruments for the years ended December 31, 2025 and 2024.\n\n(e)Revenue Recognition:\n\nThe Company receives royalties when the commodities (metals, minerals, oil or gas) are processed by the project operator at the property on which the royalty is held. The Company has determined that the customer is the project operator and recognizes revenue when the commodities are processed. The transfer of control occurs when the project operator delivers the quarterly royalty statement to the Company, and at that point, the Company has an unconditional right to payment under the royalty agreement. The Company has determined that each unit of a commodity that is processed under a royalty arrangement or streaming interest is a performance obligation for the delivery of a good that is separate from each other unit of the commodity that is processed under the same arrangement. In accordance with IFRS 15, the Company recognizes revenue at the point in time when the commodities are processed in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those commodities.\n\nRoyalty revenue is measured based on the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreements. An accrual is included in revenue and accounts receivable for amounts not received at the reporting date based on available information. Differences between the estimates and actual amounts received are adjusted and recorded in the period when the actual amounts are received.\n\n(f)Royalty and Streaming Interests:\n\nRoyalty and streaming interests consist of acquired royalty agreements for which settlement is called for in the payment of royalties. These interests are recorded at cost. They are subsequently measured at cost less accumulated depletion and accumulated impairment losses, if any. All costs directly associated with royalty interests are capitalized on an asset-by-asset basis.\n\nDepletion:\n\nRoyalty and streaming interests are not depleted until production commences. Each asset is depleted using the unit-of-production method based on proved plus probable reserves as determined by external independent qualified reserves evaluators. This depletion calculation includes actual production in the period and total estimated proved plus probable reserves attributable to the assets being depleted. Relative volumes of proved plus probable natural gas reserves and production are converted at the energy equivalent conversion ratio of six thousand cubic feet of natural gas to one barrel of oil.\n\nImpairment:\n\nThe carrying values of royalty and streaming interests are reviewed at each reporting date for indicators that the carrying value of an asset exceeds its recoverable amount. If indicators of impairment exist, the recoverable amount of the asset is estimated. If the carrying value of the asset exceeds the recoverable amount, the asset is written down with an impairment recognized in net earnings. The recoverable amount of an asset is the greater of its fair value less costs of disposal or its value in use. Fair value less costs of disposal is the amount obtainable from the sale of assets in arms length transactions less costs of disposal. Reversals of impairments are recognized when there has been a subsequent increase in the recoverable amount. In this event, the carrying amount of the asset is increased to its revised recoverable amount with an impairment reversal recognized in net earnings. The recoverable amount is limited to the original carrying amount less accumulated depletion as if no impairment had been recognized for the asset for prior periods. After such a reversal, the depletion expense is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.\n\nF-11\n\n[Table of Contents](#TOC)\n\nThe Company groups its gross-overriding royalty (“GORR”) into cash generating units (“CGUs”) for the purpose of evaluating the carrying value of its metals, minerals, petroleum and natural gas interests. The recoverable amounts were determined using fair value less cost to sell. The estimated recoverable amount of the Company’s assets involved certain significant estimates including the future cash flows expected to be derived from each CGU and the discount rate. The significant assumptions used by the Company in determining the future cash flow estimates related to future royalty production and future realized commodity prices. This represents a level 3 fair value measurement on the fair value hierarchy. Changes in any of the significant estimates and assumptions, such as a downward revision in future royalty production, a decrease in future realized commodity prices, or an increase in the discount rate would have decreased the recoverable amounts of assets and any impairment charges would affect operating results. The other key assumptions used in determining the recoverable amount included the future cash flows using a market discount rate.\n\nAs of December 31, 2025 and 2024 there were no indicators of impairment.\n\n(g)Share-based compensation:\n\nThe Company issues share-based awards to executives, non-employees and service providers in the form of stock option awards, RSUs and PSUs. The Company estimated the fair value of its common shares at each grant date based upon sales of the Company’s common shares.\n\nThe Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which uses as inputs the fair value of the Company’s common shares, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, the expected dividends, and the expected forfeiture rate. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The expected term is based on the Company’s best estimate. The expected dividend yield is assumed to be zero as the Company had no current plans to pay any dividends on common stock as of grant date.\n\nThe Company estimates the fair value of RSUs based on the fair value of the underlying shares. The Company estimates the fair value of PSUs using a Monte Carlo simulation for market-based performance conditions, and a probability adjusted value for non-market-based performance conditions. The Company recognizes a share-based compensation expense with a corresponding change in contributed surplus over the vesting period.\n\nThe fair value of share-based awards issued to non-employees is based on the fair value of the goods or services received if it can be estimated reliably, otherwise it is based on the fair value of the stock options, RSUs and PSUs granted.\n\nThe Company generally issues stock options and RSUs that are subject to service-based vesting conditions, and PSUs that are subject to service-based and performance-based vesting conditions. Compensation expense for share-based awards issued to employees with service-based vesting conditions are recognized on an accelerated attribution method based on the grant date fair value over the associated requisite service. Compensation expense for share-based awards issued to non-employees is recognized as the goods are provided or ratably over the service period.\n\nThe Company evaluates whether a share-based award should be classified and accounted for as a liability award or equity award for all share-based compensation awards granted. As of December 31, 2025 and 2024, all of the Company’s share-based awards were equity classified. Stock options and RSUs that have a net-shares settlement feature for withholding tax obligations are classified in their entirety as equity-settled. Forfeitures are estimated based on past forfeitures and future expectations and are adjusted for actual forfeitures.\n\nF-12\n\n[Table of Contents](#TOC)\n\n(h)Income / (Loss) per share:\n\nBasic income / (loss) per share is calculated by dividing the income / (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted income / (loss) per share is determined by adjusting the income / (loss) attributable to common shareholders and the weighted average number of common share outstanding for the effects of dilutive instruments such as stock options, RSUs and PSUs.\n\nFor the year ended December 31, 2025 and 2024, outstanding options, RSUs, PSUs, and shares potentially issuable under the contingent value right were excluded in the computation of diluted EPS due to being anti-dilutive.\n\n(i)Segments\n\nAn operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expense. The Company’s operating segments are components of the Company’s business for which discrete financial information is available and which are regularly reviewed by the Company chief operating decision maker, the Company’s Chief Executive Officer, to make decision about resources to be allocated to the segment and assess its performance.\n\n(j)Recent accounting pronouncements\n\nCertain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments have an effective date of later than December 31, 2025, with earlier application permitted.\n\nIFRS 18 — Presentation and Disclosure in Financial Statements\n\nIn April 2024, IFRS 18 was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.\n\nIFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments: Disclosures\n\nIn May 2024, amendments to IFRS 9 and IFRS 7 were issued, which clarify the date of recognition and derecognition of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. The amendments also added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs, and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. These amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is currently assessing the impact of the new standard.\n\n5.\n\nRoyalty and streaming interests\n\nOil and Gas\n\nOn February 21, 2023, the Company acquired a 1.56% gross-overriding royalty (“GORR”) on the Maria Conchita (Colombia) block operated by NG Energy International Corp. (“NG Energy”). On March 21, 2023, the Company acquired an additional 1.56% GORR on the Maria Conchita (Colombia) block and a 1.44% GORR on the SINU-9 (Colombia) block operated by NG Energy from a third party.\n\nThe Company met the criteria for classifying the Oil and Gas business as a discontinued operation as of September 30, 2025. As a result, the assets and liabilities associated with the Oil and Gas business were reclassified as held for sale on September 30, 2025 (see Note 15). Upon completion of the Spin-Out on December 18, 2025, the Company ceased to have an interest in the Oil and Gas business.\n\nF-13\n\n[Table of Contents](#TOC)\n\nMetal and Minerals\n\nOn February 21, 2023, the Company acquired a 2.00% GORR (the “NORI Royalty”) from The Metals Company Inc’s (“TMC”), wholly owned subsidiary, Nauru Ocean Resources, Inc. (“NORI”), who each became a related party of the Company following the acquisition of the NORI Royalty as a result of the equity consideration received. The consideration paid by the Company for the NORI Royalty was comprised of a promissory note with the principal amount of $14.0 million, which was assigned from NORI to an affiliate of TMC and from that affiliate to TMC (the “TMC Note”) and 5 million contingent value rights (“CVR”) valued at $0.1 million. As repayment of the TMC Note, the Company issued common shares of the Company to TMC valued at $9.0 million and paid in cash the remaining principal amount of $5.0 million. The NORI Royalty is subject to two repurchase options exercisable beginning on the second anniversary of the Royalty Agreement and ending on the fifth anniversary, subject to certain conditions.\n\n●Repurchase Rights — TMC has an exclusive and irrevocable one-time right and option (the “First Royalty Repurchase Option”) to purchase fifty percent (50%) of the NORI Royalty on or after the second anniversary following the date of the NORI Royalty Agreement, by making a payment (the “First Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the First Repurchase Payment is made, would provide an agreed rate of return. The First Royalty Repurchase Option expires on February 21, 2030, the seventh anniversary following the date of the NORI Royalty Agreement. If the First Royalty Repurchase Option is exercised, and TMC is not in default of its payment obligations under the NORI Royalty, TMC has an exclusive and irrevocable one-time right and option (the “Second Royalty Repurchase Option”) to purchase an additional twenty-five (25%) of the original NORI Royalty on or after February 21, 2028, the fifth anniversary following the date of the NORI Royalty Agreement, by making a payment (the “Second Repurchase Payment”) to the Company in the amount that, when combined with the aggregate NORI Royalty payments received prior to the Second Repurchase Payment is made, would provide an agreed rate of return. The Second Royalty Repurchase Option expires on February 21, 2033, the tenth anniversary following the date of the NORI Royalty Agreement.\n\nCVR — The CVR was granted to TMC as part of the TMC Royalty Interest in order to mitigate risks associated with the potential termination of the exploitation license granted for the Maria Conchita (Colombia) royalty-producing natural gas fields in Latin America (the “Exploitation License”). The CVR converts into 5 million additional common shares of the Company, 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 the Company becomes a publicly listed entity.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRoyalty and Streaming Interests\n\n​\n\n​\n\n​\n\n​\n\n​\n\nMetal and\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nOil and Gas\n\n  ​ ​ ​\n\nMinerals\n\n  ​ ​ ​\n\nTotal\n\nCost\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nAs of January 1, 2024 and December 31, 2024\n\n​\n\n$\n\n6,576,211\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n20,657,461\n\nReclassification to held for sale (Note 15)\n\n​\n\n \n\n(6,576,211)\n\n​\n\n \n\n—\n\n​\n\n \n\n(6,576,211)\n\nAs of December 31, 2025\n\n​\n\n$\n\n—\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n14,081,250\n\nAccumulated depletion and impairment\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAs of January 1, 2024\n\n​\n\n$\n\n(257,977)\n\n​\n\n$\n\n—\n\n​\n\n$\n\n(257,977)\n\nDepletion\n\n​\n\n \n\n(590,942)\n\n​\n\n \n\n—\n\n​\n\n \n\n(590,942)\n\nAs of December 31, 2024\n\n​\n\n \n\n(848,919)\n\n​\n\n \n\n—\n\n​\n\n \n\n(848,919)\n\nDepletion\n\n​\n\n \n\n(156,908)\n\n​\n\n \n\n—\n\n​\n\n \n\n(156,908)\n\nReclassification to held for sale (Note 15)\n\n​\n\n \n\n1,005,827\n\n​\n\n \n\n—\n\n​\n\n \n\n1,005,827\n\nAs of December 31, 2025\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nCarrying value as of December 31, 2024\n\n​\n\n$\n\n5,727,292\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n19,808,542\n\nCarrying value as of December 31, 2025\n\n​\n\n$\n\n—\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n14,081,250\n\n​\n\n​\n\nF-14\n\n[Table of Contents](#TOC)\n\n6.\n\nShareholders’ equity\n\nOutstanding common shares at December 31, 2025 and 2024 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDecember 31, 2025\n\n​\n\nDecember 31, 2024\n\n​\n\n​\n\nNumber of\n\n​\n\nAmount\n\n​\n\nNumber of\n\n​\n\nAmount\n\nFor the years ended,\n\n*  ​ ​ ​*\n\nshares\n\n*  ​ ​ ​*\n\n($)\n\n*  ​ ​ ​*\n\nShares\n\n*  ​ ​ ​*\n\n($)\n\nCommon shares outstanding, beginning of year\n\n \n\n42,913,463\n\n​\n\n$\n\n26,046,222\n\n \n\n43,038,463\n\n​\n\n$\n\n26,046,222\n\nRepurchase of common shares\n\n \n\n—\n\n​\n\n \n\n—\n\n \n\n(125,000)\n\n​\n\n \n\n—\n\nContributed capital from net equity raise\n\n \n\n4,569,770\n\n​\n\n \n\n22,820,892\n\n \n\n—\n\n​\n\n \n\n—\n\nShares issued on exercise of stock options (Note 7a)\n\n \n\n3,443,399\n\n​\n\n \n\n1,428,375\n\n \n\n—\n\n​\n\n \n\n—\n\nSpin-Out of 1554997 BC Ltd.\n\n \n\n—\n\n​\n\n \n\n(13,751,289)\n\n \n\n—\n\n​\n\n \n\n—\n\nReturn of capital\n\n \n\n—\n\n​\n\n \n\n(1,072,837)\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n50,926,632\n\n​\n\n$\n\n35,471,363\n\n \n\n42,913,463\n\n​\n\n$\n\n26,046,222\n\n​\n\nCommon shares\n\nAs of December 31, 2025, the Company was authorized to issue an unlimited number of common shares without par value, subject the approval of the Company’s Board of Directors (the “Board”). In December 2024, the Company repurchased and cancelled 125,000 common shares for no consideration. In February 2025, the Company declared a return of capital in the amount of $1.1 million or $0.025 per share of common share outstanding, which was paid in cash. In December 2025, the Company declared a return of capital, in the amount of $13.8 million or $0.27 per share of common share outstanding in connection with the Spin-Out, which was satisfied through the distribution of shares of 1554997 B.C. Ltd (Note 1 and Note 15). During the year ended December 31, 2025, the Company issued 4,569,770 common shares through a private placement. Net proceeds from the private placement were $22.8 million after deducting issuance costs of $28 thousand.\n\nSubscription receipts\n\nIn July 2025, the Company entered into a subscription receipt agreement with Odyssey Trust Company (“Odyssey”), as amended on December 17, 2025, providing for the issuance of up to 4,000,000 subscription receipts at $5.00 per share for a total consideration of $20.0 million, which is held in escrow by Odyssey. Upon receipt of conditional approval for the public listing of the Company’s shares on a national stock exchange prior to March 31, 2026, the subscription receipts will automatically convert to common shares and the Company will be entitled to the cash proceeds. If the Company does not meet the escrow release requirements, namely 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 held by Odyssey and any interest earned will be returned to the investors. During the year ended December 31, 2025, $15.7 million of gross proceeds was received by Odyssey related to 3,134,481 subscriptions receipts sold under this arrangement. The subscription receipt agreement operates as a forward contract for the issuance of shares. Upon receipt of conditional approval for the public listing of the Company’s shares prior to March 31, 2026, the Company is obligated to issue a fixed number of shares for a fixed amount of cash, therefore the instruments will be equity classified. All proceeds were paid directly to Odyssey and only upon the public listing of the Company’s shares and the release of the proceeds from escrow will the Company record the issuance of the common shares and receipt of the financing proceeds. The Company does not have significant decision making authority in directing the activities of the escrow agent and does not have significant risks and rewards associated with the cash proceeds. The Company only has the ability to obtain the economic benefits that flows from investing the cash if the Company meets the escrow release requirements. Accordingly, as of December 31, 2025, the proceeds from the subscription receipts are not reflected as an asset and corresponding liability in the Company’s financial statements.\n\nF-15\n\n[Table of Contents](#TOC)\n\nStandby Equity Purchase Agreement\n\nIn July 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”). Under the SEPA, upon the public listing of the Company’s shares and the close of the subsequent receipt financing, Yorkville is committed to buying up to $100.0 million of the Company’s common shares during the 36 months following the effective date of the SEPA. The Company, at its sole discretion, has the right, but not the obligation, to sell to Yorkville common shares at 96% – 97% of market price. The obligation to purchase shares is limited by i) Yorkville’s ownership limitation of 4.99% of the common shares ii) the number of registered common shares of the Company, and iii) the shares issued under the SEPA cannot exceed 19.99% of the issued and outstanding common shares of the Company. As of December 31, 2025, the Company does not have the ability to exercise its right to issues shares as the public listing of the Company’s common shares has not yet occurred. Upon the public listing of the Company’s shares, the Company will owe to Yorkville a $1.0 million commitment fee, payable in shares of common stock or cash, at the Company’s election.\n\n7.\n\nShare-based compensation\n\nIn February 2023, the Board approved the stock option plan (the “Legacy Option Plan”), which became effective on that date. The Legacy Option Plan provides for the grant of stock options to directors, officers and advisors of the Company in an amount that does not exceed 10% of the Company’s then outstanding common shares.\n\nOn November 10, 2025 the Board of Directors authorized and approved a proposal requiring stock option holders to exercise all outstanding options under the Legacy Option Plan. In lieu of cash settling the exercise price of each option, the Board provided for a partial net settlement procedure whereby option holders could, but were not required to, elect to net settle a specified amount of options based on the fair market value of $5.00 for each common share. On December 18, 2025 the Company issued 3,443,399 common shares upon the exercise of options under the Legacy Option Plan. Subsequently, the Board terminated the Legacy Option Plan.\n\nOn November 10, 2025, the Board of Directors established an equity incentive plan (the “LTIP”). The LTIP provides for the granting of various awards such as stock options, RSUs and PSUs as a form of retention and incentive compensation. As at December 31, 2025, there were a total of 5,114,593 common shares reserved for issuance under the LTIP. The LTIP provides that the number of shares reserved and available for issuance under the LTIP will automatically increase on January 1, 2026 and each January 1 thereafter by an amount equal to the difference between the number of common shares reserved and available for issuance and 10% of the number of outstanding common share, or such lesser number of common shares as determined by the Compensation Committee of the Board of Directors.\n\nStock options\n\nDuring the year ended December 31, 2025, 872,250 stock options were granted and vest 25% on each of the first, second, third and fourth anniversary of the grant date of the stock options. All stock options expire 10 years after the grant date. The following table provides a summary of stock option activity for stock options granted during the year ended December 31, 2025 and 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n  ​ ​ ​\n\nWeighted-Average\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRemaining\n\n​\n\n​\n\n​\n\n​\n\nWeighted Average\n\n​\n\nContractual\n\n​\n\n  ​ ​ ​\n\nOptions\n\n  ​ ​ ​\n\nExercise Price\n\n  ​ ​ ​\n\nTerm (In Years)\n\nOutstanding as of January 1, 2024\n\n \n\n3,950,000\n\n​\n\n$\n\n0.65\n\n \n\n9.15\n\nOutstanding as of December 31, 2024\n\n \n\n3,950,000\n\n​\n\n$\n\n0.65\n\n \n\n8.15\n\nGranted\n\n \n\n872,250\n\n​\n\n \n\n5.00\n\n \n\n9.87\n\nExercised\n\n \n\n(3,950,000)\n\n​\n\n \n\n0.65\n\n \n\n7.18\n\nOutstanding as of December 31, 2025\n\n \n\n872,250\n\n​\n\n$\n\n5.00\n\n \n\n9.87\n\nExercisable as of December 31, 2025\n\n \n\n—\n\n​\n\n$\n\n—\n\n \n\n—\n\n​\n\nF-16\n\n[Table of Contents](#TOC)\n\nThe fair value of stock options granted in 2025 was $2.4 million based on a fair value of $2.75 per stock option on the grant date based on the following weighted-average assumptions:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nYear ended\n\n \n\n​\n\n​\n\nDecember 31,\n\n​\n\n​\n\n​\n\n2025\n\n​\n\nCommon share price\n\n​\n\n$\n\n5.00\n\n​\n\nRisk-free interest rate\n\n​\n\n \n\n3.8\n\n%\n\nExpected dividend yield\n\n​\n\n \n\n0.0\n\n%\n\nExpected term (in years)\n\n​\n\n \n\n6.2\n\n​\n\nExpected volatility\n\n​\n\n \n\n53.1\n\n%\n\nForfeiture rate\n\n​\n\n \n\n0.0\n\n%\n\n​\n\nThe Company recognized share-based compensation expense of $0.2 million related to stock options for the year ended December 31, 2025 (2024 — $0.3 million).\n\nRSUs\n\nRSUs are settled in common shares of the Company upon vesting. The RSUs vest 33.33% on the first anniversary of the grant date, 33.33% on the second anniversary of the grant date and 33.34% on the third anniversary of the grant date. The fair value of RSUs granted in 2025 was $4.5 million based on a fair value of $5.00 per RSU. The fair value of the RSUs were determined based on the value of the Company’s share price on the grant date. The Company recognized share-based compensation expense of $0.4 million related to RSUs for the year ended December 31, 2025 (2024 — $nil).\n\nThe following table provides a summary of RSU activity for awards granted during the year ended December 31, 2025. There were no RSUs granted or outstanding during the year ended December 31, 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\nWeighted Average\n\n​\n\n​\n\n​\n\n​\n\nGrant Date\n\n​\n\n​\n\nRSUs\n\n​\n\nFair Value\n\nOutstanding as of December 31, 2024\n\n \n\n—\n\n​\n\n$\n\n—\n\nGranted\n\n \n\n909,750\n\n​\n\n \n\n5.00\n\nOutstanding as of December 31, 2025\n\n \n\n909,750\n\n​\n\n$\n\n5.00\n\nExercisable as of December 31, 2025\n\n \n\n—\n\n​\n\n$\n\n—\n\n​\n\nPSUs\n\nPSUs are settled in common shares of the Company upon vesting in accordance with the performance criteria determined by the board of directors. The fair value of PSUs granted in 2025 was $1.6 million based on a fair value of $2.41 per PSU. The Company estimated the fair value of the PSUs with market-vesting conditions using a Monte Carlo Simulation and PSUs with non-market vesting conditions using a probability adjusted value. The Company recognized share-based compensation expense of $69 thousand related to PSUs for the year ended December 31, 2025 (2024 - $nil).\n\nThe following table provides a summary of PSU activity for awards granted during the year ended December 31, 2025. There were no PSUs granted or outstanding during the year ended December 31, 2024.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n  ​ ​ ​\n\nWeighted Average\n\n​\n\n​\n\n​\n\n​\n\nGrant Date\n\n​\n\n​\n\nPSUs\n\n​\n\nFair Value\n\nOutstanding as of December 31, 2024\n\n \n\n—\n\n​\n\n$\n\n—\n\nGranted\n\n \n\n659,250\n\n​\n\n \n\n2.83\n\nOutstanding as of December 31, 2025\n\n \n\n659,250\n\n​\n\n$\n\n2.83\n\nExercisable as of December 31, 2025\n\n \n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\nF-17\n\n[Table of Contents](#TOC)\n\n8.\n\nRoyalty income\n\nThe Company’s royalty income is determined pursuant to the terms of its royalty agreements. Royalty income is generally received quarterly. All royalty income for the years ended December 31, 2025 and 2024 were associated with the Oil and Gas business which was classified as discontinued operations during the year ended December 31, 2025 (see Note 15).\n\n9.\n\nFinancial risk management\n\nThe Company’s financial instruments are comprised of financial assets and liabilities. The Company’s principal financial assets are cash, accounts receivable, and related party receivables. The Company’s principal financial liabilities comprise accounts payable and accrued liabilities. The main purpose of these financial instruments is to manage short-term cash flow and working capital requirements and fund future acquisitions.\n\nThe Company is engaged in the business of acquiring, managing and creating resource royalties and streams. Royalties and streams are interests that provide the right to revenue or production from the various properties, after deducting specified costs, if any. These activities expose the Company to a variety of financial risks, which include direct exposure to credit risk, liquidity risk, commodity price risk and capital risk management.\n\nManagement designs strategies for managing some of these risks, which are summarized below. The Company’s executive management oversees the management of financial risks. The Company’s executive management ensures that financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk appetite.\n\nThe Company’s overall objective from a risk management perspective is to safeguard its assets and mitigate risk exposure by focusing on security rather than yield.\n\n(a)Credit risk:\n\nCredit risk is the risk that a third party might fail to fulfill its performance obligations under the terms of a financial instrument and the potential for loss due to the failure of a borrower to repay a loan. Credit risk arises predominantly with respect to the Company’s cash and receivables. As of December 31, 2025, the Company’s maximum credit risk exposure is represented by the respective carrying amounts of the financial assets in the statement of financial position. The Company maintains its cash in a high-quality financial institution and closely monitors its royalty receivable balances.\n\n(b)Liquidity risk:\n\nLiquidity risk is the risk of loss from not having access to sufficient funds to meet both expected and unexpected cash demands. The Company manages its exposure to liquidity risk through prudent management of its statement of financial position, including maintaining sufficient cash balances. The Company has in place a planning and budgeting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. Management continuously monitors and reviews both actual and forecasted cash flows, including acquisition activities.\n\n(c)Commodity price risk:\n\nCommodity price risk is the risk the Company will encounter fluctuations in its future royalty production revenue with changes in commodity prices. Commodity prices for petroleum, natural gas, metals and minerals are influenced by global and regional factors, including levels of supply and demand, weather, and geopolitical factors. The Company does not hedge its commodity price risk.\n\n(d)Foreign currency risk:\n\nAlthough 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.\n\nF-18\n\n[Table of Contents](#TOC)\n\n(e)Capital risk management:\n\nThe Company’s primary objective when managing capital is to provide a sustainable return to shareholders through managing and growing the Company’s resource asset portfolio while ensuring capital protection. The Company defines capital as its cash, which is managed by the Company’s management subject to approved policies and limits by the Board of Directors.\n\nThere were no changes in the Company’s approach to capital management during the year ended December 31, 2025 compared to the prior year. The Company is not subject to material externally imposed capital requirements or significant financial covenants. As of December 31, 2025, the Company has cash totaling $18.4 million, all of which is available to the Company to meet its near-term cash requirements.\n\n10.\n\nRelated Party Disclosures\n\n(a)Transactions with TMC\n\nDuring the year ended December 31, 2025, the Company incurred $15 thousand of related party expense with TMC for reimbursement of certain expenses incurred on the behalf of the Company (2024 - $26 thousand). During the year ended December 31, 2025, as a shareholder of the Company, TMC received a return of capital distribution of $4.1 million (Note 6).\n\n(b)Transactions with Key Management Personnel\n\nKey management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company.\n\nThe remuneration of the directors and other members of key management personnel during the years ended December 31, 2025 and 2024 were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nShort-term employee benefits\n\n​\n\n$\n\n1,215,000\n\n​\n\n$\n\n451,126\n\nShare-based payments\n\n​\n\n \n\n386,065\n\n​\n\n \n\n159,840\n\n​\n\n​\n\n$\n\n1,601,065\n\n​\n\n$\n\n610,966\n\n​\n\nDuring the year ended December 31, 2025, certain key management personnel received a return of capital distribution of $4.7 million (Note 6). As at December 31, 2025, the Company had a related party receivable balance from certain key management personnel of $54 thousand (2024 - $nil), which was repaid subsequent to December 31, 2025.\n\n11.\n\nGeneral and administrative expenses\n\nThe Company’s general and administrative expenses incurred for the years ended December 31, 2025 and 2024 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024(1)\n\nDirect listing expenses\n\n​\n\n$\n\n1,622,072\n\n​\n\n$\n\n—\n\nSalaries and benefits\n\n​\n\n \n\n1,752,981\n\n​\n\n \n\n348,133\n\nOffice and administrative expenses\n\n​\n\n \n\n742,461\n\n​\n\n \n\n197,402\n\nLegal and accounting expenses\n\n​\n\n \n\n1,662,272\n\n​\n\n \n\n65,250\n\nConsulting fees\n\n​\n\n \n\n260,442\n\n​\n\n \n\n231,403\n\nInsurance expense\n\n​\n\n \n\n27,672\n\n​\n\n \n\n28,562\n\n​\n\n​\n\n$\n\n6,067,900\n\n​\n\n$\n\n870,750\n\n(1)*Prior year figures were reclassified to conform to the current year presentation*\n\nF-19\n\n[Table of Contents](#TOC)\n\n**12.**\n\n**Income tax**\n\nIncome tax recovery recognized in net loss from continuing operations is comprised of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nCurrent tax expense\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nDeferred tax expense / (recovery)\n\n​\n\n \n\n380,170\n\n​\n\n \n\n(293,969)\n\nIncome tax expense / (recovery) from continuing operations\n\n​\n\n$\n\n380,170\n\n​\n\n$\n\n(293,969)\n\n​\n\nProvision of income taxes recognized in net income from discontinued operations is comprised of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nCurrent tax expense\n\n​\n\n$\n\n —\n\n​\n\n$\n\n —\n\nDeferred tax expense / (recovery)\n\n​\n\n \n\n(380,170)\n\n​\n\n \n\n293,969\n\nIncome tax expense / (recovery) from discontinued operations\n\n​\n\n$\n\n(380,170)\n\n​\n\n$\n\n293,969\n\n​\n\nThe income tax expense (recovery) from continuing operations differs from the amount that would result from applying the federal and principal income tax rates to the loss before income tax due to the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n \n\n​\n\n​\n\n2025\n\n​\n\n2024\n\n \n\nLoss from continuing operations before income taxes\n\n​\n\n$\n\n(6,463,640)\n\n​\n\n$\n\n(1,151,073)\n\n​\n\nStatutory tax rate\n\n​\n\n \n\n27.0\n\n%  \n\n \n\n23.0\n\n%\n\nExpected income tax recovery based on statutory rate\n\n​\n\n \n\n(1,745,183)\n\n​\n\n \n\n(264,747)\n\n​\n\nAdjustments to expected income tax recovery:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\nChange in unrecognized deferred tax assets\n\n​\n\n \n\n1,683,852\n\n​\n\n \n\n(502,818)\n\n​\n\nNon-deductible foreign exchange\n\n​\n\n \n\n(108,239)\n\n​\n\n \n\n395,485\n\n​\n\nShare-based compensation and other non-deductible items\n\n​\n\n \n\n549,740\n\n​\n\n \n\n78,111\n\n​\n\nIncome tax recovery from continuing operations\n\n​\n\n$\n\n380,170\n\n​\n\n$\n\n(293,969)\n\n​\n\n​\n\nThe following table summarizes the movement of deferred taxes for continuing operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nRecognized in\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2024\n\n​\n\nprofit or loss\n\n​\n\n2025\n\nRoyalty and streaming interests\n\n​\n\n$\n\n—\n\n​\n\n$\n\n(668,153)\n\n​\n\n$\n\n(668,153)\n\nNon-capital losses\n\n​\n\n \n\n380,170\n\n​\n\n \n\n287,983\n\n​\n\n \n\n668,153\n\n​\n\n​\n\n$\n\n380,170\n\n​\n\n$\n\n(380,170)\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nRecognized in\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2023\n\n​\n\nprofit or loss\n\n​\n\n2024\n\nNon-capital losses\n\n​\n\n$\n\n86,201\n\n​\n\n$\n\n293,969\n\n​\n\n$\n\n380,170\n\n​\n\n​\n\nF-20\n\n[Table of Contents](#TOC)\n\nThe following table summarizes the movement of deferred taxes for discontinued operations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nRecognized in\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2024\n\n​\n\nprofit or loss\n\n​\n\n2025\n\nRoyalty and streaming interests\n\n​\n\n$\n\n(380,170)\n\n​\n\n$\n\n380,170\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nRecognized in\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2023\n\n​\n\nprofit or loss\n\n​\n\n2024\n\nRoyalty and streaming interests\n\n​\n\n$\n\n(86,201)\n\n​\n\n$\n\n(293,969)\n\n​\n\n$\n\n(380,170)\n\n​\n\nAs of December 31, 2025 and 2024, the Company had temporary tax differences with tax benefits for continuing operations of $0.7 million and $0.7 million, respectively, which are not recognized as deferred tax assets. Management believes that it is not probable that sufficient taxable profits will be available in future years to allow the benefit of the following deferred taxes to be utilized. The following table summarizes the composition of the Company’s deductible temporary differences:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nRoyalty and streaming interests\n\n​\n\n$\n\n—\n\n​\n\n$\n\n1,293,055\n\nNon-capital losses\n\n​\n\n \n\n2,263,265\n\n​\n\n \n\n1,674,700\n\nShare issuance costs\n\n​\n\n \n\n188,650\n\n​\n\n \n\n18,443\n\n​\n\n​\n\n$\n\n2,550,915\n\n​\n\n$\n\n2,986,198\n\n​\n\nAs of December 31, 2025 and 2024, the Company has $4.8 million and $3.3 million, respectively, of unused tax losses that begin to expire in 2043.\n\n​\n\n13.\n\nSegment reporting\n\nThe Company had two reportable operating segments, Metal and Minerals and Oil and Gas. These operating segments represent components of the Company’s business where separate financial information is available and which are evaluated on a regular basis by the Company’s Chief Executive Officer, who is the Company’s chief decision maker, for purposes of assessing performance. For the years ended December 31, 2025 and 2024 revenue, cost of sales and gross profit (loss) were derived solely from the Oil and Gas segment, which consists entirely of assets located in Colombia. The Oil and Gas segment is classified as discontinued operations effective September 2025 (see Note 15).\n\nRoyalty and streaming interests as of December 31, 2025 and 2024 related to Mining and Metals are presented by geographic area based on the location of the operations giving rise to the royalty or streaming interest.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nPacific Ocean\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n14,081,250\n\nTotal royalty and streaming interests\n\n​\n\n$\n\n14,081,250\n\n​\n\n$\n\n14,081,250\n\n​\n\nContinuing operations consisting of the Metals and Minerals segment had no revenues, operating expenses or gross profit for the year ended December 31, 2025 and 2024.\n\nF-21\n\n[Table of Contents](#TOC)\n\nReconciliation of segment gross profit\n\nOperating expenses and interest income are not allocated to individual segments as these are managed on an overall Company basis. The reconciliation between reportable segment gross profit to the Company’s net loss before tax is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nGross profit\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nGeneral and administrative expenses\n\n​\n\n \n\n(6,067,900)\n\n​\n\n \n\n(870,750)\n\nShare-based compensation expenses\n\n​\n\n \n\n(640,207)\n\n​\n\n \n\n(338,229)\n\nInterest income\n\n​\n\n \n\n244,467\n\n​\n\n \n\n57,906\n\nLoss from continuing operations before recovery of income taxes\n\n​\n\n$\n\n(6,463,640)\n\n​\n\n$\n\n(1,151,073)\n\n​\n\n​\n\n14.\n\nCommitments and contingencies\n\nThe Company currently does not have any commitments or contingencies as of December 31, 2025.\n\n15.\n\nDiscontinued operations\n\nOn December 18, 2025, the Company completed the Spin-Out. The fair value of the distribution was $13.8 million, which included the fair value of the Oil and Gas business of $12.2 million and the accrued royalty collections from the Oil and Gas business since April 30, 2025 and cash and accounts receivable at April 30, 2025 of $1.6 million. The difference between the fair value of the Oil and Gas business and its carrying value of $5.6 million was recognized as a gain on spin-out of assets of $6.6 million.\n\nNet income from discontinued operations of the Oil and Gas Business consists of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\nDecember 31,\n\n  ​ ​ ​\n\nDecember 31,\n\n​\n\n​\n\n2025\n\n​\n\n2024\n\nRevenue\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nRoyalty income\n\n​\n\n$\n\n1,118,283\n\n​\n\n$\n\n1,458,739\n\nCost of Sales\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nDepletion\n\n​\n\n \n\n(156,908)\n\n​\n\n \n\n(590,942)\n\nGain on spin-out of assets\n\n​\n\n \n\n6,617,616\n\n​\n\n \n\n—\n\nIncome from discontinued operations before income taxes\n\n​\n\n \n\n7,578,991\n\n​\n\n \n\n867,797\n\nRecovery / (Provision) of income taxes\n\n​\n\n \n\n380,170\n\n​\n\n \n\n(293,969)\n\nNet income from discontinued operations\n\n​\n\n$\n\n7,959,161\n\n​\n\n$\n\n573,828\n\n​\n\n​\n\nF-22\n\n[Table of Contents](#TOC)\n\n16.\n\nSubsequent events\n\nCommon Shares Issued\n\nIn February 2026, the Board of Directors approved the grant of 1,000,000 unrestricted share awards pursuant to the Company’s LTIP to a consultant of the Company. Accordingly, the Company issued 1,000,000 common shares of the Company at a deemed issue price of US$5.00 per share.\n\nOn March 23, 2026, the Nasdaq granted conditional approval to list our common shares under the symbol TMCR. As a result, the escrow release requirements were met and 3,134,481 subscription receipts were automatically exchanged into common shares of the Company. Upon release of the proceeds from escrow by Odyssey, the Company received gross proceeds of $15.7 million and interest income of $0.2 million earned on the subscription receipts (Note 6).\n\nShare-Based Awards Granted\n\nOn March 10, 2026, the Board of Directors approved, subject to shareholder approval, the CEO Performance Plan to authorize a single award of 3,000,000 PSUs to the Company’s CEO. The plan authorizes the issuance of up to 3,000,000 common shares and does not permit the grant of additional awards. The PSUs vest upon achieving specific stock price thresholds of $30, $40, and $50 per share, measured based on a 20-trading day average closing price during a five-year performance period. Subject to the CEO’s continued service with the Company, one-third of the PSUs vest on achievement of $30 per share, one-third of the PSUs vest on achievement of $40 per share and the final one-third of the PSUs vest on achievement of $50 per share. PSUs that vested will be settled in either common shares or cash, at the Company’s discretion. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period. On March 19, 2026, the shareholders approved the CEO Performance Plan.\n\n​\n\n​\n\n​\n\nF-23"}