{"url_path":"/sec/tmcr/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","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":14099,"has_tables":true,"body_markdown":"**ITEM 3. KEY INFORMATION**\n\n**A. [Reserved]**\n\n**B. Capitalization and Indebtedness**\n\nNot applicable.\n\n**C. Reasons for the Offer and Use of Proceeds**\n\nNot applicable.\n\n**D. Risk Factors**\n\nOur business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this Report and in other documents we file with or furnish to the SEC, including the risk factors following this risk factor summary, before deciding to invest in or to maintain an investment in our securities. Our business, as well as our reputation, financial condition, results of operations and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. These risks include, among others, the following:\n\nSummary of Risk Factors\n\nOur business is subject to a number of risks and uncertainties. We have various categories of risks, including risks related to our business and industry; risks related to regulatory compliance and legal matters; risks related to tax and accounting matters; risks related to ownership of our Common Shares; and general risk factors. These risks could materially and adversely impact our business, financial condition, and results of operations, which could cause the trading price of our Common Shares to decline and could result in a loss of all or part of your investment. Additional risks, beyond those summarized below or discussed elsewhere in this Report, may apply to our business, activities, or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Some of these risks include:\n\n●We are subject to many of the risks faced by TMC and our future revenues will be significantly affected by adverse developments related to the NORI Property.\n\n●We do not conduct exploration, development or production efforts and depend on third-party operators. Therefore, we do not have the ability to control the success of exploration, development or production efforts on the NORI Property which may adversely affect our business, results of operations and financial condition.\n\n●We are subject to the risk that TMC may not receive the permits and licenses necessary to conduct operations at the NORI Property, which would adversely affect our expectation of future revenue.\n\n●We have a limited operating history and thus are subject to risks associated with new business development and you have no basis on which to evaluate our ability to achieve our business objectives.\n\n3\n\n[Table of Contents](#TOC)\n\n●We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.\n\n●Our sole royalty interest is not on producing properties and this and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.\n\n●Our sole royalty is subject to buy-back rights that could adversely affect the revenues generated from the asset portfolio.\n\n●Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interest could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by a change of control, bankruptcy or the insolvency of operators.\n\n●Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.\n\n●We do not currently generate revenue and will need to raise additional capital to fund our operations until we begin receiving royalty payments.\n\n●We are dependent on favorable government policy for offshore mineral development.\n\n●We have limited access to data or the operations underlying our existing royalty interest and may not have access to such data or the operations on any future royalty and other interests.\n\n●The prevailing market price of and demand for nickel, manganese, copper, cobalt and other commodities may have an adverse impact on the value of our royalty interests.\n\n●Our expected returns from the NORI Royalty, and any future royalty interests we may acquire, are based on numerous assumptions, which may prove inaccurate.\n\n●The value of the NORI Royalty and any future royalty interests depends in part on demand for critical minerals used in EVs and renewable energy storage, which is uncertain.\n\n●Our stock price may be volatile and could decline significantly and rapidly.\n\n●An active, liquid, and orderly market for our Common Shares may not develop or be sustained. You may be unable to sell your Common Shares at or above the price at which you purchased them.\n\n●We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.\n\n●As a result of our becoming a reporting company under the Exchange Act, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our Common Shares.\n\n●We are a foreign private issuer under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than domestic registrants.\n\n●U.S. holders of our Common Shares may suffer adverse tax consequences as a result of our passive foreign investment company status.\n\n4\n\n[Table of Contents](#TOC)\n\n●Our future growth is to a large extent dependent on our ability to acquire additional royalties, streams or similar interests in the future.\n\nRisks Related to Our Business, Operations and Industry\n\nWe are subject to many of the risks faced by TMC and our future revenues will be significantly affected by adverse developments related to the NORI Property.\n\nThe royalty on the NORI Property is our only material asset (other than cash). As potential new assets are acquired or move into production, the materiality of each of our assets will be reconsidered. While we are a party to the NORI Royalty Agreement, we will not have a direct interest in the operation and ownership of the NORI Property. Our royalty interest in the NORI Property is 2%, subject to adjustment as described in the NORI Royalty Agreement, of the gross proceeds from metals and minerals that are sold from the NORI Property. Although our risk profile is lower than the operator, the potential for us to derive revenue from the NORI Royalty will be significantly affected by any adverse development affecting the mineral resource exploration, development, operation of, production from, or recoverability of, mineral reserves from the royalty on the NORI Property, such as, but not limited to, operational or environmental risks, equipment or logistical failures, regulatory or permitting delays, or the inability of the operator to secure necessary vessels, contractors or processing infrastructure on commercially suitable terms. Such events may have a material adverse effect on the results of operations and financial condition of TMCR, and the trading price of our Common Shares.\n\nIf our portfolio of royalty interests or other interests expands in the future, the revenue we may derive from time to time from our portfolio will be based entirely on production from third-party owners and operators. To the extent that the royalties to which we are entitled are dependent directly or indirectly on the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mineral projects. Mineral exploration, development and production is subject to hazards such as equipment failure, environmental pollution and consequent liability for the owners or operators thereof.\n\nOur sole royalty interest is in a deep-sea mining project that involves unproven technologies at commercial scale, which may impact our ability to generate revenue.\n\nWe currently hold a single royalty interest in the NORI Property, a deep-sea mining project focused on the extraction of polymetallic nodules. The development and commercial viability of deep-sea mining operations involve several technologies that have not yet been proven at commercial scale. These include subsea collection systems, onboard processing and environmental monitoring technologies. As a result, the project may face technical failures, higher-than-expected costs, production delays or the inability to achieve economically viable extraction and processing.\n\nIn addition, deep-sea mining operations are subject to complex supply chain and infrastructure challenges, including reliance on specialized vessels, port access, and onshore refining capacity. Any interruptions, cost overruns or environmental incidents affecting these components could delay or disrupt production, which would adversely impact our ability to receive royalty revenues from the NORI Property. Given our dependence on this single asset, any such issues could materially affect our business, financial condition, and prospects.\n\nWe are dependent on favorable U.S. government policy for offshore mineral development and subject to complex regulatory frameworks.\n\nOur business is significantly dependent on continued support from the U.S. government for the exploration and development of offshore critical minerals, including polymetallic nodules. The NORI Property underlying our royalty interest is subject to complex regulatory frameworks and evolving policy priorities. Any shift in U.S. government policy — including changes in legislation, executive orders, agency guidance, or permitting practices — that reduces support for offshore mineral exploitation could materially hinder the development of the NORI Property. Such changes may delay or prevent the advancement of the NORI Property, limit access to capital or government incentives, and adversely affect the economic viability of the NORI Property, and as a result, the economic viability of our royalty interest.\n\n​\n\n5\n\n[Table of Contents](#TOC)\n\nAdditionally, the NORI Property is located in an offshore jurisdiction subject to both U.S. and international regulatory oversight, including DSHMRA, UNCLOS and applicable U.S. federal laws governing seabed mineral extraction. These regulatory frameworks are complex, evolving, and may be subject to differing interpretations or enforcement priorities. In certain cases, U.S. policy may conflict with international norms or the positions of multilateral bodies, creating uncertainty around permitting, standards, environmental compliance, and operational approvals, which may impact our royalty interest.\n\nAs a result, any adverse change in government policy could have a material impact on our business, financial condition, results of operations, and prospects.\n\nWe do not conduct exploration, development or production efforts and depend on third-party operators. Therefore, we do not have the ability to control the success of exploration, development or production efforts on the NORI Property which may adversely affect our business, results of operations and financial condition.\n\nWe do not intend to be directly involved in the exploration, development and production of minerals from projects in which we have royalty or similar interests. For example, the exploration, development and operation of the NORI Property is determined and carried out by TMC. Any revenue that may be derived from the NORI Royalty will be based on the sale of production by its owner and operator. In addition, our only material asset is the NORI Royalty which is in development stage, is not permitted (and the legal regime applicable to such permitting is uncertain) and may not achieve commercial production and there can be no assurance that if such operations do commence production that they will achieve profitable and continued production levels. TMC, and any future third party owners and operators of royalty assets we may acquire, will generally have the power to determine the manner in which the NORI Property or other future assets are exploited, including decisions regarding feasibility, exploration and development of the NORI Property or decisions to commence, continue or reduce, or suspend or discontinue production from the property.\n\nThe interests of TMC, and, if we acquire other royalty interests, other third-party owners and operators may not always be aligned with our interests. In addition, TMC may take action contrary to policies or objectives of TMCR; be unable or unwilling to fulfill their obligations under the NORI Royalty; have difficulty obtaining or be unable to obtain the permits or financing necessary to move projects forward; or experience financial, operational or other difficulties, including insolvency, which could limit the their ability to perform its obligations under arrangements with us. For example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while TMC and other third-party owners and operators may take a more cautious approach to development, as they are exposed to risks related to the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and prioritize production from, mineral projects or areas of a mineral project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development or operations for the properties in which we hold, or may in the future hold, royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition.\n\nIn addition, due to counterparty concentration of our existing portfolio, the development and viability of the NORI Property is dependent on the financial condition of TMC and its ability to develop the NORI Property. Any material adverse change in the business, operations and financial condition of TMC may adversely affect our business, results of operations and financial condition and the maintenance and advancement of the mineral project underlying our interests.\n\nExcept in limited circumstances as may be specified in a specific royalty, we may not be entitled to any compensation if properties in which we hold or may hold royalties, streams and similar interests in the future discontinue exploration, development or operations on a temporary or permanent basis.\n\nWe are subject to the risk that TMC may not receive the permits and licenses necessary to conduct operations at the NORI Property, which would adversely affect our expectation of future revenue.\n\nTMC, through its wholly-owned affiliates, NORI and The Metals Company USA, LLC, holds the exploration license from the ISA and has submitted two exploration licenses, one commercial recovery permit and one consolidated exploration license and commercial recovery permit application the NOAA, for the exploration and commercial recovery of polymetallic nodules in the area of the NORI Property. TMC and its affiliates may not receive exploration licenses or recovery permits from the NOAA, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty. Furthermore, TMC and its affiliates may never receive a permit or license from the ISA to permit exploitation in the area of the NORI Property, and if they do, such licenses and permits may be suspended, on both a temporary or permanent basis, prior to TMCR realizing any revenue from the NORI Royalty.\n\n6\n\n[Table of Contents](#TOC)\n\nEven if TMC obtains a permit from NOAA, such authorization may be subject to challenge or review by other domestic or international regulatory bodies, which could adversely affect the development of the project and the timing or amount of royalty payments we receive, which may adversely affect our business, results of operations and financial condition.\n\nWe have a limited operating history and thus are subject to risks associated with new business development and you have no basis on which to evaluate our ability to achieve our business objectives.\n\nBecause we have a relatively limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage operating companies in rapidly evolving markets and risks specific to our business. These risks include, among others:\n\n●that our only current material asset (other than cash) is the NORI Royalty and the NORI Property may never generate enough output to generate substantial royalty payment;\n\n●even if the NORI Property is successful and generates substantial revenues, if we do not obtain additional royalty interests or other interests in the future, our revenue may decline;\n\n●that we may not achieve our growth strategy or acquire additional royalty interests or other interests; and\n\n●that fluctuations in our operating results will be significant and volatile as we currently only have one royalty interest.\n\nOur future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.\n\nWe have a history of operating losses and, following the Spin-Out, may not achieve or maintain profitability and positive cash flow.\n\nTo date, we have received no revenue from the NORI Royalty, the only material asset we hold other than cash. We have incurred significant net losses since our inception and have financed our operations principally through equity financing and revenue received from the Oil and Gas Royalties. If we sustain losses over an extended period of time, we may be unable to continue our business. Even if we do achieve profitability, we cannot predict the level of such profitability.\n\nWe do not know whether the NORI Royalty will result in revenue or whether we can achieve profitability. There is significant uncertainty about our ability to realize revenue from our current royalty interest or acquire additional royalty interests or other interests in the future. Even if we do realize revenue from our current or future royalty interest or other interests and become profitable, we may not be able to achieve or, if achieved, sustain profitability.\n\nOur sole royalty interest is not on producing properties and this and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.\n\nThe property underlying our NORI Royalty, the NORI Property, is not currently in production and no commercial recovery permits for extracting minerals from the seafloor within the NORI Property have been granted under ISA or DSHMRA. Our sole royalty and any future royalty, streaming or similar interests we acquire, may never produce any revenues. While the discovery of mineral deposits may result in substantial revenue, few properties that are explored are ultimately developed into producing mines. Major expenditures by the company developing the relevant property may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by the Company in the future will result in profitable commercial mining operations. In addition, our information about the NORI Property is primarily based on the Technical Reports which may be inaccurate. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not generating sufficient royalty revenues. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production.\n\n​\n\n7\n\n[Table of Contents](#TOC)\n\nThe failure of TMC to receive commercial recovery permits for extracting minerals from the seafloor within the NORI Property, or even if granted, the failure of any of the NORI Property to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our NORI Royalty or the acquisition of any future royalty interests, and our business results of operations, cash flows and financial condition.\n\nOur sole royalty is subject to buy-back rights in favor of our counterparties that could adversely affect the revenues generated from the asset portfolio.\n\nAs of the date of this Report, the NORI Royalty is subject to buy-back or buy-down rights. Under the terms of the NORI Royalty Agreement, subject to certain conditions, NORI has the right (i) to repurchase 50% of the NORI Royalty by making a payment that would provide the holder with an agreed rate of return (“First Repurchase Right”) and (ii) to repurchase an additional 25% of the NORI Royalty on or after February 21, 2028 by making a payment that would provide the holder with an agreed rate of return (“Second Repurchase Right”). The First Repurchase Right expires on February 21, 2030 and the Second Repurchase Right expires on February 21, 2033. Buy-back and buy-down rights are common in the industry and allow an operator to permanently eliminate or reduce the royalty holder’s interest or entitlement under the relevant royalty or other interest. The exercise of the First Repurchase Right or Second Repurchase Right may result in a material adverse effect on our earnings, if any, results of operations, financial condition and prospects and the trading price of our securities by significantly reducing the revenue we would have received under the NORI Royalty.\n\nProblems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interest could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by a change of control, bankruptcy or the insolvency of operators.\n\nDefects in or disputes relating to the NORI Royalty or any royalty interest we may acquire in the future may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we hold and may acquire in the future, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is generally subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings.\n\nThe NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists. While the NORI Royalty Agreement expresses the intention of the parties for the NORI Royalty to be an interest in land, it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.\n\nFor those reasons, while the NORI Royalty Agreement contains a covenant to register security interests in our favor over the applicable NORI Property in the future, until a regulatory regime is established, we do not have the protection of security interests that could help us recover all or part of our investment in our royalty interest in the event of the operator of the NORI Property’s bankruptcy or insolvency. We may never receive such security interests and therefore may be subject to risks resulting from a change of control, bankruptcy or insolvency of operators, and our royalty interest could be materially restricted or set aside through judicial or administrative proceedings.\n\n8\n\n[Table of Contents](#TOC)\n\nIf title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalty interests could be found to be invalid.\n\nOur business is subject to the risk that operators of mineral projects and holders of exploration or mining claims, tenements, concessions, licenses or other interests in land and minerals may lose their exploration or mining rights, allow them to expire, or have their rights to explore and mine properties contested by private parties or the government. Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks. If title to exploration or mining tenures subject to our royalty interests has not been properly established or is not properly maintained, or is successfully contested, our royalty interests could be adversely affected.\n\nAs discussed above, the NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists and it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.\n\nWe have limited access to data or the operations underlying our existing royalty interest and may not have access to such data or the operations on any future royalty and other interests.\n\nWe are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development or operation of such properties. Consequently, we have limited or no access to exploration, development or operational data on the NORI Property underlying the NORI Royalty or to the properties themselves. This could affect our ability to assess the value of such interest. This could also result in delays in cash flow anticipated by us, based on the stage of development of the properties underlying our existing NORI Royalty or any future royalty and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections, and our audit rights, if any, may not be effective in protecting our interests. In addition, some royalties, streams or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development and any future production of minerals from, or the continued operation of, the NORI Property underlying the NORI Royalty, or any future properties in which we have an interest, may have a material adverse effect on our business, results of operations and financial condition.\n\nFor example, we rely on TMC to provide data pursuant to the NORI Royalty Agreement. The information received may be imprecise or incomplete as the result of it being compiled by TMC without any oversight by us. If the information provided by TMC to us contains material inaccuracies or omissions, then our disclosure may be inaccurate and our ability to accurately forecast or achieve our stated objectives may be materially impaired, which may have a material adverse effect on our business.\n\nIn addition, our ability to detect payment errors through our associated internal controls and procedures is limited. Royalty agreements entered into from time to time by us may require an owner or operator to provide us with production and operating information that may, depending on the completeness and accuracy of such information, enable us to detect errors in the calculation of royalty payments that we may receive. In addition, the NORI Royalty Agreement requires us to provide notice within 24 months after receipt of a royalty statement; otherwise, the royalty payment is considered final and in full satisfaction of the counterparty’s obligations. We do not expect to be able to rectify any revenue adjustment more than 24 months after the receipt of a royalty statement.\n\nOf the royalty agreements that we may enter into, some, such as the NORI Royalty Agreement, may provide us with the right to audit the operational calculations and production data for associated payments; however, such audits may occur many months following the recognition by us of the applicable revenue and may require us to adjust our revenue in later periods.\n\nAs the holder of a royalty interest, we may have limited access to data on the operations or to the actual properties underlying the royalty. This limited access to data or disclosure regarding operations could affect our ability to assess the performance of the royalty. This could result in delays in cash flow from that which is anticipated by us based on the stage of development of the properties covered by the assets within our portfolio in the property.\n\n9\n\n[Table of Contents](#TOC)\n\nOperators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.\n\nRoyalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mineral projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which would have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.\n\nAs discussed above, the NORI Royalty is subject to additional risk given that the NORI Property is located in a vast ocean area where no land territory exists and it is not clear which jurisdiction will ultimately regulate the exploitation of the NORI Property and what the applicable legal regime will be.\n\nDevelopment and operation of mining operations is highly capital-intensive and any inability of the operators of properties underlying our existing or future royalty or other interests to meet their liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of and revenue from such interests.\n\nIf operators of properties in which we hold interests do not have the financial capabilities or strength, or sufficient credit or other financing capability, to cover the costs of developing or operating their mining operations, they may curtail, delay or cease development or operations at a mine site, or enter into bankruptcy proceedings. An operator’s ability to raise and service sufficient capital may be affected by, among other things, macroeconomic and geopolitical conditions, future commodity prices of metals to be mined, or further economic volatility in the areas in which they operate and global financial markets. If certain of the operators of the properties on which we have royalty interests suffer these material adverse effects, then our existing or future royalty or other interests, including the value of and revenue from them, and the ability of operators to obtain debt or equity financing for the exploration, development and operation of their properties may be materially adversely affected.\n\nIn addition, our ability to generate future cash flows and our financial condition will be dependent to a large extent on the financial viability and operational effectiveness of owners and operators of the properties underlying the royalties, streams and similar interests that are or may be held by us. Payments from production generally flow through the operator and there is a risk of delay and additional expense in receiving such revenues. Payments may be delayed by restrictions imposed by lenders, delays in the sale or delivery of products, recovery by the operators of expenses, the establishment by the operators of mineral reserves for such expenses or the bankruptcy, insolvency or other adverse financial condition of the operator. Our rights to payment under royalties and similar interests must, in most cases, be enforced by contract without the protection of a security interest over property that we could readily liquidate. This inhibits our ability to collect outstanding royalties in the event of a default. In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we will be treated like any other unsecured creditor, and therefore have limited prospects for full recovery of any royalty or similar revenue.\n\nOperations in foreign countries or outside sovereign jurisdictions are subject to many risks, which could decrease our revenues.\n\nOur NORI Royalty is outside of the United States, located in international waters of the CCZ. In addition, future acquisitions may expose us to new jurisdictions. Our activities and those of the operator of any property on which we hold or in the future hold royalty interests are subject to the risks normally associated with conducting business in foreign countries. These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as:\n\n●expropriation or nationalization of mining property;\n\n●seizure of mineral production;\n\n●exchange and currency controls and fluctuations;\n\n10\n\n[Table of Contents](#TOC)\n\n●limitations on foreign exchange and repatriation of earnings;\n\n●restrictions on mineral production and price controls;\n\n●import and export regulations, including trade sanctions and restrictions on the export of minerals;\n\n●changes in legislation and government policies, including changes related to taxation, government royalties, tariffs, imports, exports, duties, currency, foreign ownership, foreign trade, foreign investment and other forms of government take;\n\n●challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, intergovernmental organizations, non-governmental organizations or other third parties;\n\n●changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets;\n\n●high rates of inflation and tariffs on products using metals extracted from mines;\n\n●labor practices and disputes;\n\n●enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;\n\n●renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;\n\n●war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments;\n\n●corruption;\n\n●exposure to liabilities under anti-corruption and anti-money laundering laws, including the *United States Foreign Corrupt Practices Act* and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject;\n\n●suspension of the enforcement of creditors’ rights and shareholders’ rights; and\n\n●loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.\n\nThese risks may limit or disrupt the exploration and development of mineral projects on which we hold royalty and other interests, restrict the movement of funds, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and could have a material adverse effect on our business, results of operations, cash flows and financial condition.\n\n​\n\n11\n\n[Table of Contents](#TOC)\n\nPublic opposition to deep-seabed mining and calls for a moratorium could adversely affect our operations, reputation, and ability to secure necessary permits.\n\nSeveral non-governmental organizations and other stakeholders have launched vigorous campaigns opposing deep-seabed mining, citing concerns about potential environmental impacts. In response, some participants in the EV supply chain have called for a general moratorium on all forms of deep-seabed mining until further research is conducted on the marine impacts of nodule collection operations. Although TMC is in the process of completing its Environmental and Social Impact Assessment and Cultural Heritage Impact Assessment for the offshore nodule collection segment of the NORI Area D project, the outcome of these assessments remains uncertain.\n\nPublic perception and regulatory response to deep-sea mining could delay or restrict TMC’s ability to proceed with commercial operations, which negatively impacts our ability to obtain revenues from the NORI Property. Any such delays or restrictions could have a material adverse effect on our business, financial condition, and results of operations.\n\nFluctuations or decreases in the prevailing market price of and demand for nickel, manganese, copper, cobalt and other commodities may have an adverse impact on the value of our royalty interest.\n\nThe value of our royalty interest and the potential future development of the NORI Property are directly related to the market price of critical metals, including nickel, copper, cobalt and manganese ores and other commodities. For example, our NORI Royalty is calculated based on the gross proceeds from the sale of Products from the NORI Property. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining royalty company including: military conflict; prevailing interest rates and returns on other asset classes; expectations regarding inflation, monetary policy and currency values; speculation; governmental and exchange decisions regarding the disposal of metal stockpiles; political and economic conditions; available supplies of the four critical metals contained in nodules from mine production, inventories and recycled metal; sales by holders and producers of these critical metals; and demand for downstream products containing nickel, copper, cobalt and manganese, including batteries for EV and energy storage that consume high volumes the minerals to produce, and a number of other factors.\n\nDeclines in market prices could cause an operator to cease or slow down exploration and development activities, reduce, suspend or terminate production from an operating project or construction work at a development project and negatively impact our ability to obtain revenues from its interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.\n\nWe depend on the services of our Chair and Chief Executive Officer, President and Chief Financial Officer and other key employees.\n\nWe are dependent on the continued services of a small number of key executive management personnel. The loss of services of key members of management or other key employees of ours could have a material adverse effect on the Company. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance that we will be successful in recruiting and retaining the personnel we need to successfully operate our business. If we are not successful in attracting and retaining qualified personnel, our ability to execute on our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.\n\nWe may use leverage in connection with our capital deployment, which could increase the risk of loss.\n\nWe may in the future finance acquisitions of royalty or other interests through the use of debt. The use of leverage could magnify the potential for loss if the royalties we acquire do not generate sufficient income to service such debt. In addition, any indebtedness we incur could subject us to restrictive covenants, limit our financial flexibility, and increase our exposure to changes in interest rates. If the cash flow from our royalty portfolio is insufficient to meet our debt service obligations, we may be forced to reduce or delay acquisitions, sell assets, or take other actions that could materially and adversely affect our business, financial condition and results of operations.\n\n12\n\n[Table of Contents](#TOC)\n\nOur expected returns from the NORI Royalty, and any future royalty interests we may acquire, are based on numerous assumptions, which may prove inaccurate.\n\nThe value of the NORI Royalty, or of any royalty interests we may acquire in the future, and the cash flows they may generate, depend on a number of assumptions, including future production levels, operating costs, capital expenditures, mineral reserve and resource estimates, mine life and commodity prices. These assumptions are made by TMC, as the operator of the NORI Property, and may also be made by operators of any properties underlying royalty interests we may acquire in the future. Such assumptions are inherently uncertain and subject to change, and are often beyond our control. If the assumptions underlying our projected returns are not realized, our revenues could be significantly lower than anticipated, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.\n\nWe face intense competition for royalty acquisitions.\n\nWe compete with other royalty and streaming companies, as well as mining companies and other potential investors, for attractive royalty acquisition opportunities. Many of our competitors may have greater financial resources, lower costs of capital or more established relationships with operators. Increased competition may result in higher acquisition costs, reduced availability of suitable royalty opportunities or less favorable terms. If we are unable to compete successfully for royalty interests, our growth prospects may be materially limited.\n\nUnsuccessful efforts to acquire new royalties may result in significant costs and reduce our ability to pursue other opportunities.\n\nWe expect to devote significant resources to identifying, evaluating and pursuing potential royalty acquisitions. These activities may require us to incur significant transaction costs, including legal, accounting, and technical due diligence expenses, regardless of whether a transaction is ultimately consummated. Unsuccessful acquisition efforts could therefore result in a drain on our financial and management resources and may negatively impact our ability to pursue subsequent opportunities.\n\nThe value of our royalty interest depends in part on demand for critical minerals used in EVs and renewable energy storage, which is uncertain.\n\nOur royalty exposure relates to polymetallic nodules that contain nickel, cobalt, copper and manganese, which are critical to EV and renewable energy storage applications. The demand for these minerals is influenced by government incentives, regulatory developments, consumer adoption rates, technological advances, and competing energy storage technologies. Recent uncertainty in the EV and alternative energy markets, particularly in the United States, illustrates that growth in these sectors may not occur at the pace anticipated. If demand for such minerals does not develop as expected or is not sustained, the operators of the properties using the minerals underlying our royalty interests may reduce production or delay development, which could adversely affect our revenues and the value of our royalty portfolio.\n\nRecent actions by the Trump Administration, including the rescission of EV mandates and the suspension of EV-related incentives under the IRA, have introduced uncertainty into the policy environment for clean energy and critical mineral supply chains. These changes could reduce demand for EVs and battery materials, delay project development timelines or affect the economic viability of certain operations. These and any additional such future changes in federal or state policy, political leadership, or public sentiment could adversely affect the NORI Project, or other projects in which we hold royalty interests in the future, and in turn, could materially impact our financial performance and growth prospects.\n\nCertain of our directors and officers also serve as directors and officers of other companies in the mining and/or natural resources sectors, which may cause them to have conflicts of interest.\n\nAll of our executive officers are employed by us on a full-time basis and are expected to dedicate substantially all of their working time to their roles with the Company. However, certain of our executive officers and directors also hold officer and/or non-executive directorship positions, advisory positions and/or have significant shareholdings in other companies, including companies involved in natural resources investment, exploration, development and production. As a result, these individuals may, from time to time, have other professional commitments in addition to their responsibilities to the Company.\n\n13\n\n[Table of Contents](#TOC)\n\nTo the extent that these outside companies operate in the natural resources sector or in other industries in which we currently operate or may in the future operate, our executive officers’ and directors’ outside business activities may give rise to actual or potential conflicts of interest. These may include, among other things, conflicts in evaluating or pursuing corporate opportunities, negotiating and concluding transactions, or allocating time and attention among competing business interests. Any such conflicts of interest, if not appropriately managed, could have a material adverse effect on our business, results of operations and financial condition.\n\n**Risks Related to Ownership of Our Common Shares**\n\nOur stock price may be volatile, and could decline significantly and rapidly.\n\nThe trading price of our Common Shares could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including:\n\n●actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors;\n\n●the number of Common Shares made available for trading;\n\n●failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or variance in our financial performance from expectations of securities analysts;\n\n●changes in our projected operating and financial results, including changes in the operations of the operator of the property underlying our existing royalty interest;\n\n●announcements by us or our competitors of royalty interests or other interests or challenges to our existing royalty interests;\n\n●significant data breaches, disruptions to, or other incidents involving our systems of those of the operators or owners of the property underlying our royalty interest;\n\n●our involvement in litigation;\n\n●future sales of our Common Shares by us or our shareholders;\n\n●changes in our board of directors, senior management, or key personnel;\n\n●the trading volume of our Common Shares;\n\n●changes in the anticipated revenue or operations of the property underlying our royalty interest;\n\n●general, global and national economic and market conditions; and\n\n●other events or factors, including those resulting from war, incidents of terrorism, pandemics, elections, or responses to these events.\n\nIn addition, stock markets with respect to newly public companies, including specifically those that have completed direct listings, have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our Common Shares as a result of the supply and demand forces unique to companies that have completed direct listings. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.\n\n14\n\n[Table of Contents](#TOC)\n\nOur principal shareholders will have the ability to influence the outcome of director elections and other matters requiring shareholder approval.\n\nOur directors, executive officers, and holders of more than 5% of our Common Shares and their affiliates will collectively beneficially own, in the aggregate, shares representing approximately 29.48% of the voting power of our outstanding Common Shares, voting together as a single class, based on the number of shares outstanding as of April 27, 2026, without giving effect to any sales or purchases that these holders may make upon our listing. These shareholders currently have, and likely will continue to have, considerable influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders could have the effect of delaying or preventing a significant corporate transaction, such as a merger or other sale of our company or our assets. This concentration of ownership will limit the ability of other shareholders to influence corporate matters and may cause us to make strategic decisions that could be adverse to the interests of other shareholders.\n\nSales of substantial amounts of our Common Shares in the public markets, or the perception that sales might occur, could cause the trading price of our Common Shares to decline.\n\nIn addition to the supply and demand and volatility factors discussed above, sales of a substantial number of our Common Shares into the public market, particularly sales by our directors, executive officers, and principal shareholders, or the perception that these sales might occur in large quantities, could cause the trading price of our Common Shares to decline.\n\nOur directors and executive officers and their affiliates hold approximately [29.48]% of our outstanding stock (with approximately 100% of these shares subject to the lock-up agreement described below). Subject to the lock-up agreement described below to the extent applicable, these shares may be immediately sold pursuant to this Report. Once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days and assuming the availability of certain public information about us, subject to the lock-up agreement described below to the extent applicable, (i) non-affiliates who have beneficially owned our Common Shares for at least six months may rely on Rule 144 to sell their Common Shares, and (ii) our directors, executive officers and other shareholders who have beneficially owned our Common Shares for at least six months, including certain of the Common Shares covered by the applicable prospectus to the extent not sold thereunder, will be entitled to sell their Common Shares subject to volume limitations under Rule 144.\n\nCertain of the shareholders who acquired Common Shares below a specified price, representing approximately 80.11 of the Common Shares, have agreed not to, subject to certain limited exceptions, offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly our Common Shares, or to enter into any swap or other arrangement or any transaction that transfers, directly or indirectly, the economic consequence of ownership of our Common Shares, for a period of 24 months after the initial listing date; provided that, of the Common Shares otherwise subject to these restrictions, 500 will be released on the date of the Direct Listing; 10% of the remainder will be released 6 months after the date of the Direct Listing; 15% of the remainder will be released 9 months after the date of the Direct Listing; 15% of the remainder will be released 12 months after the date of the Direct Listing; 15% of the remainder will be released 15 months after the date of the Direct Listing; 15% of the remainder will be released 18 months after the date of the Direct Listing; 15% of the remainder will be released 21 months after the date of the Direct Listing and the rest will be released 24 months from the date of the Direct Listing. Sales of substantial amounts of our Common Shares upon the expiration or early termination of these lock-up restrictions, including following any of the foregoing staggered release dates, or the perception that such sales might occur, could cause the trading price of our Common Shares to decline.\n\nFinally, we expect to file a registration statement on Form S-8 registering future issuances of up to 8,114,593 Common Shares under the Company’s 2025 Plan and the CEO Performance Plan. Accordingly, these shares will be able to be freely sold in the public market upon issuance, subject to compliance by affiliates with Rule 144.\n\n15\n\n[Table of Contents](#TOC)\n\nOur issuance of additional Common Shares in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other shareholders.\n\nWe expect to issue additional Common Shares in the future that will result in dilution to all other shareholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, additional royalties, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional Common Shares may cause shareholders to experience significant dilution of their ownership interests and the per share value of our Common Shares to decline. Additionally, we have also entered into the SEPA with Yorkville, whereby, we can sell our Common Shares to Yorkville in an aggregate amount of up to $100 million, subject to certain conditions being met, within 36 months from the date of the Direct Listing. If we sell shares pursuant to this agreement with Yorkville, you will experience dilution.\n\nThe CEO Performance Plan may result in material dilution to our shareholders, including accelerated dilution in connection with a change in control, and is based solely on stock price performance.\n\nOn March 3, 2026, our Compensation Committee approved, subject to shareholder approval, the CEO Performance Plan solely to authorize a single award of 3,000,000 performance-based restricted stock units to our Chief Executive Officer. The plan authorizes the issuance of up to 3,000,000 common shares and does not permit the grant of additional awards. On March 19, 2026, our shareholders approved the CEO Performance Plan. See “Directors, Senior Management and Employees — The CEO Performance Plan” elsewhere in this Report for additional information on the CEO Performance Plan.\n\nBased on approximately 55 million common shares outstanding as of April 27, 2026, the reserved common shares represent approximately 5.5% of our outstanding common shares. If all 3,000,000 PRSUs are earned and settled in common shares, the issuance of such shares would increase our outstanding share count by approximately 5.5%, resulting in dilution to existing shareholders.\n\nThe PRSUs are earned solely upon the achievement of specified stock price thresholds of $30, $40 and $50 per share (subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar events affecting our comment shares), measured based on a 20-trading day average closing price during a five-year performance period. The performance conditions are not tied to revenue, cash flow, production, reserve growth, return metrics or other operating or strategic milestones and do not incorporate relative total shareholder return or peer benchmarking. Vesting is therefore directly dependent on absolute stock price appreciation, which may be influenced by factors beyond our control. This structure may incentivize a focus on stock price performance within the applicable measurement period, which may not necessarily align with long-term operating performance.\n\nIn addition, in the event of a change in control during the performance period, unvested PRSUs will be deemed earned solely to the extent that the per-share transaction price equals or exceeds one or more of the performance thresholds and will be settled immediately prior to closing. Accordingly, a qualifying transaction could result in the accelerated issuance of up to 3,000,000 additional shares (or a substantial cash payment in lieu thereof), resulting in immediate dilution at the time of the transaction and potentially affecting transaction economics.\n\nAlthough the CEO Performance Plan authorizes only this single award and does not permit additional grants, the potential dilution or cash expense associated with this award could adversely affect the market price of our common shares.\n\n16\n\n[Table of Contents](#TOC)\n\nIf we cannot meet the continued listing requirements of Nasdaq, Nasdaq may delist our securities.\n\nAs a public company, we will be subject to the reporting requirements and the rules and regulations of the applicable listing standards of Nasdaq. If we fail to maintain compliance with the continued listing standards of Nasdaq, our securities may be delisted, which could negatively affect the market price and liquidity of our securities. In such a case, we may seek to regain compliance by implementing a number of available options. If in the future our securities are delisted from Nasdaq, we could face significant material adverse consequences, including: limited availability of market quotations for our securities; reduced liquidity for our shares; a determination that our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our shares; a limited amount of news and analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future. In addition, as long as our shares are listed on Nasdaq, U.S. federal law prevents or preempts the states from regulating their sale, although the law does allow the states to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. If we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares. Additionally, if the securities are not listed on, or become delisted from Nasdaq, for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the securities may be more limited than if our securities were quoted or listed on Nasdaq or another national securities exchange. Shareholders may be unable to sell their securities unless a market can be established or sustained.\n\nWe do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Shares.\n\nPayment of dividends on our Common Shares is within the discretion of our board of directors and will depend on many factors. See “*Financial Information - Dividend Policy*”. We anticipate that all available funds will be invested to finance the growth of its business for the foreseeable future.\n\nWe are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.\n\nWe are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (Section 404) and reduced disclosure obligations.\n\nWe will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the listing of our Common Shares on the Nasdaq Capital Market; (2) the last day of the first fiscal year in which our annual gross revenue is 1.235 billion or more; (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates.\n\nWe cannot predict if investors will find our Common Shares less attractive if we choose to rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares, and our stock price may be more volatile.\n\nBecause we are a corporation incorporated under the laws of British Columbia and some of our directors and officers are residents of Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the U.S. federal securities laws. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.\n\nWe are a corporation incorporated under the laws of British Columbia. Some of our directors and officers and the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the U.S. federal securities laws. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.\n\n17\n\n[Table of Contents](#TOC)\n\nWe have identified a material weakness in our internal control over financial reporting, and if we fail to remediate this or identify additional material weaknesses, our ability to accurately report our financial results may be impaired, which could adversely affect investor confidence, our stock price, and our regulatory compliance.\n\nIn connection with the audits of our financial statements for the years ended December 31, 2023 and 2024, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weakness identified was due to insufficient staffing of qualified accounting and finance personnel and inadequate management oversight of the accounting function, which contributed to material errors in our financial statements. Specifically, we lacked effective controls over: the determination of the fair value of the royalty assets included in the Oil and Gas Royalties when acquired, and the allocation of the consideration issued in connection with the acquisition of the Oil and Gas Royalties between the royalty assets, services performed for us in respect of the transfer of such royalty assets and reasonable charges and expenses incurred relating thereto that were reasonably expected to benefit us; the determination of the fair value of our Common Shares issued in connection with share based compensation; the accounting for financial instruments such as the contingent value right; the accounting for income taxes; and the timing of issuance and repurchase of our Common Shares.\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\nWe have not previously conducted an evaluation of our internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act, including our information technology general and application controls, because such evaluation has not been required. As a result, additional material weaknesses may exist that have not yet been identified. Beginning with our second Annual Report on Form 20-F, we will be required to include a report of management on our internal control over financial reporting. Once we cease to be an “emerging growth company” as defined in the JOBS Act, our independent registered public accounting firm will also be required to attest to and report on the effectiveness of our internal control over financial reporting.\n\nOur compliance with Section 404 will require substantial accounting and compliance costs and significant management attention. We may need to hire additional personnel with public company experience and technical accounting expertise and compile extensive system and process documentation. If we are unable to complete our evaluation, testing and any required remediation in a timely manner, or if our management or independent registered public accounting firm concludes that our internal control over financial reporting is not effective, we may be unable to produce timely and accurate financial statements. This could result in a loss of investor confidence, a decline in the market price of our Common Shares, and potential sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities.\n\nWe will continue to incur increased costs as a result of operating as a reporting company under the Exchange Act, and our management will continue to be required to devote substantial time to compliance with our reporting company responsibilities and corporate governance practices.\n\nAs a reporting company under the Exchange Act, and particularly after we are no longer an “emerging growth company,” we will continue to incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the *Dodd-Frank Wall Street Reform and Consumer Protection Act*, the listing requirements of The Nasdaq Capital Market and other applicable securities rules and regulations impose various requirements on public companies. Compliance with these laws and regulations has increased and will continue to increase our legal and financial compliance costs and make some activities more difficult, time-consuming or costly. Our management and other personnel must devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional future costs we will incur as a public company or the timing of such costs.\n\n18\n\n[Table of Contents](#TOC)\n\nWe are a foreign private issuer under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than domestic registrants.\n\nAs a foreign private issuer under the Exchange Act, we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies with securities registered under the Exchange Act; we are not required to file financial statements prepared in accordance with U.S. generally accepted accounting principles; and we are not required to comply with SEC Regulation FD, which imposes certain restrictions on the selective disclosure of material information. In addition, our officers, directors and principal shareholders are not subject to the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. On and after March 18, 2026, our officers and directors, but not our principal shareholders, will be subject to the reporting requirements of Section 16(a) of the Exchange Act. Accordingly, you may receive less information about us than you would receive about a company incorporated in the United States and may be afforded less protection under the U.S. federal securities laws than you would be afforded with respect to a company incorporated in the United States. If we lose our status as a foreign private issuer at some future time, we will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if we were a company incorporated in the United States. The costs incurred in fulfilling these additional regulatory requirements could be substantial.\n\nIn addition, as a foreign private issuer, we have the option to follow certain British Columbia corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. See “Item 16G. Corporate Governance”. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all domestic U.S. corporate governance requirements.\n\nChanges to tax laws may have an adverse impact on us and holders of our Common Shares.\n\nChanges in tax laws, including amendments to tax laws, changes in the interpretation of tax laws, or changes in the administrative pronouncements or positions by the CRA, may have a material adverse effect on us. In addition, tax authorities could disagree with us on tax filing positions taken by us and any reassessment of our tax filings could result in material adjustments of tax expense, income taxes payable and deferred income taxes.\n\nChanges in tax laws, including amendments to tax laws, changes in the interpretation of tax laws or changes in the administrative pronouncements or positions by the CRA, may also have a material adverse effect on our shareholders and their investment in our Common Shares. Purchasers of our Common Shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition of our Common Shares in their particular circumstances.\n\nOur Common Shares are equity interests and would be subordinate to future issuances by us of indebtedness.\n\nOur Common Shares are equity interests and do not constitute indebtedness. As such, the Common Shares will rank junior to any indebtedness we may incur and to other non-equity claims against us and our assets available to satisfy claims against us, including in a liquidation. Upon liquidation, lenders and holders of any outstanding debt securities would receive distributions of our available assets prior to holders of our Common Shares.\n\nU.S. holders of our Common Shares may suffer adverse tax consequences in the event we are considered a passive foreign investment company.\n\nIf we are a PFIC for any taxable year during which a U.S. Holder (as defined herein. See “*U.S. Federal Income Tax Considerations*”) holds the Common Shares, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read “*U.S. Federal Income Tax Considerations*” for more information and consult their own tax advisors regarding the likelihood and consequences if we are treated as a PFIC for U.S. federal income tax purposes, including the advisability of making a “qualified electing fund” election (including a protective election) or “mark to market” election, which may mitigate certain possible adverse U.S. federal income tax consequences but may result in an inclusion in gross income without receipt of such income.\n\nWe have not made a formal determination as to whether we would be classified as a PFIC for the tax year ended December 31, 2025 or in past years, and we cannot provide any assurance of our PFIC status for the current or any future tax year.\n\n19\n\n[Table of Contents](#TOC)\n\nWe have engaged in certain transactions prior to the date of this Report, including the Spin-Out, that may be challenged by tax authorities, which could result in adverse tax consequences.\n\nIf a relevant taxing authority were to successfully assert that we did not properly account for, report, or structure these transactions, we could be subject to additional taxes, interest, and penalties. Any such assessment could have a material adverse effect on our financial condition, results of operations, and cash flows. There can be no assurance that the tax positions taken in connection with these prior transactions will be sustained if challenged, or that we will not be required to pay additional amounts as a result of such challenges.\n\n**General Risk Factors**\n\nOur future growth is to a large extent dependent on our ability to acquire additional royalties, streams or similar interests at appropriate valuations in the future.\n\nAs part of our business strategy, we will seek to purchase or otherwise acquire critical metal royalties, streams or similar interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate interests or negotiate acceptable contracts with respect to potential royalties, streams or similar interests, or we may be unable to raise sufficient equity or debt capital, or secure other financing, to acquire the interests or assets we seek. There can be no assurance that we will be able to identify and acquire any additional royalties, streams or similar interests that we pursue on favorable terms or at all, or that any royalties, streams or other interests completed will ultimately generate revenue for us.\n\nWe may enter into acquisitions or other material transactions at any time.\n\nIn the ordinary course of business, we will engage in a continual review of opportunities to acquire royalties, streams or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalties, streams or similar interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, the engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, we could be subject to restrictive covenants, limitations on our financial flexibility, and increased exposure to changes in interest rates. We also could issue Common Shares to fund acquisitions. Issuances of Common Shares would dilute existing shareholders and may reduce some or all of our per share financial measures.\n\nWe typically do not intend to announce a transaction until after we have executed a definitive agreement. Discussions and negotiations regarding a potential acquisition can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will ultimately be realized.\n\nAny such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the mineral project, its operators, or the jurisdictions in which the mineral project is located, and other risks discussed in this Report. There can be no assurance that any acquisitions completed will ultimately benefit us.\n\n20\n\n[Table of Contents](#TOC)\n\nEstimates of mineral resources on the NORI Property in which we have, or projects in which we may in the future have, royalty interests are subject to significant revision.\n\nThe mineral resources reported by TMC in the Technical Reports have been determined by the mineral project operator based on assumed future prices, cut-off grades and operating costs. However, until mineral deposits are actually mined and processed, any mineral resources referred to in this Report related to the NORI Royalty must be considered as estimates only. Any such estimates are expressions of judgment based on knowledge, analysis of drilling results and industry practices. Estimates can be imprecise and depend upon geological interpretations and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results. There can be no assurance that metals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale. The grade of the reported mineral resources is uncertain in nature and it is uncertain whether further technical studies will result in an upgrade to them. Any material change in the quantity of mineralization, grade or mill feed-to-waste ratio or extended declines in market prices for the underlying metals may render some or all of the mineralization uneconomic and result in reduced reported mineral resources. Any material reductions in estimates of mineral resources reported by the operators of our interest, or of their potential ability to extract such mineral resources in the future, could have a material adverse effect on our financial condition.\n\nChanges to the Technical Reports for the NORI Property could adversely affect our business.\n\nThe mineral resource estimates for the NORI Property, and any mineral reserve estimates that may be disclosed by TMC in respect of the NORI Property, are supported by the Technical Reports. These reports and related disclosures are subject to the requirements, and evolving interpretation, of S-K 1300. From time to time, TMC may be required, or may determine it is appropriate, to amend, replace or supplement one or more of the Technical Reports or its related technical disclosure, including in response to the SEC interpretation of S-K 1300 or guidance, additional data, changes in assumptions or methodologies, or other developments. Any such amendment, replacement or supplement could result in material changes, including reductions, to reported mineral resources and, where applicable, mineral reserves, as well as changes to mine plans, life-of-mine assumptions and project-level economics. Because our expectations regarding the potential future performance of the NORI Royalty are based in part on TMC’s publicly disclosed technical information, any such changes could have a material adverse effect on our business, financial condition and results of operations.\n\nThe mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located.\n\nExploration, development and mining is subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs. Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration and production, including those intended to reduce industrial emissions and increase energy efficiency. Compliance with all such laws and regulations, treaties and initiatives, referred to as the “Laws,” could increase permitting requirements, result in stricter standards and enforcement, and require significant increases in capital expenditures and operating costs by operators of properties subject our interests. Further, breach of a Law may result in the imposition of fines and penalties or other adverse impacts on operators and their properties, which may be material. If an operator is forced to incur significant costs to comply with Laws or becomes subject to related restrictions that limit its ability to develop our mineral projects, or expand operations, or if an operator were to lose its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with Laws materially increased the capital or operating costs on the properties where we hold royalties, our revenues could be reduced, delayed or eliminated.\n\nPotential litigation affecting the properties that we have or may in the future have royalty interests in could have a material adverse effect on us.\n\nPotential litigation may arise between the operators of properties on which we have royalty interests or on which we acquire royalties, streams or similar interests in the future and third parties. As a holder of such interests, we generally do not have any influence on litigation such as this and generally will not have access to non-public information concerning such litigation. Any such litigation that results in the reduction, suspension or termination of a mineral project or production from a property underlying our interests, whether temporary or permanent, could have a material adverse effect on our business, results of operations, cash flows and financial condition.\n\n21\n\n[Table of Contents](#TOC)\n\nWe may use certain financial instruments that subject us to a number of inherent risks.\n\nWhile we do not currently do so, from time to time, we may use certain financial instruments to manage the risks associated with changes in precious and other commodity prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to us by the counterparties with whom we entered into such transaction; (ii) market liquidity risk, the risk that any such position cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in us incurring an unrealized mark-to-market loss in respect of such derivative products.\n\nWe may in the future enter into transactions with related parties and such transactions present possible conflicts of interest.\n\nWe may in the future enter into transactions with entities in which our board of directors and other related parties hold ownership interests. We expect that material transactions with related parties, if any, will be reviewed and approved by our nominating and corporate governance committee or its audit committee, each of which will be comprised solely of independent directors. Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations**.**\n\nWe are exposed to foreign currency risk, which could adversely affect our financial results.\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\nWe rely on third-party service providers for critical information technology systems, and any failure or breach of these systems could adversely affect our business.\n\nWe utilize a variety of information technology systems to manage and support our operations, including systems for financial reporting, investment management, and communications. These systems contain proprietary business information and personally identifiable information of our employees. The proper functioning and security of these systems are essential to our operations and are outsourced to third-party service providers. Our systems, and those of our service providers, are vulnerable to damage or disruption from a range of threats, including cyber-attacks, ransomware, malware, unauthorized access, natural disasters, and other catastrophic events. A breach or failure of these systems could result in the loss, theft, or unauthorized disclosure of sensitive information, disrupt our operations, and expose us to legal liability, regulatory penalties, reputational harm, and financial loss. Cybersecurity threats continue to evolve rapidly, and we or our service providers may be unable to anticipate or prevent all such threats. The measures we have implemented may not be sufficient to detect or respond to a cyber incident in a timely or effective manner. Any such event could materially adversely affect our business, financial condition, and results of operations."}