{"url_path":"/sec/tmcr/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","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":6658,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n**A. Directors and Executive Officers**\n\nOur board of directors currently consists of five members, each of whom is a member pursuant to the board composition provisions of our articles. Our directors are elected each year at the annual general meeting and hold office until our next annual general meeting or until he or she sooner ceases to hold office. Under our articles, between annual general meetings of our shareholders, the directors may increase the size of the board to appoint one or more additional directors, but the number of additional directors appointed in this manner must not at any time exceed one-third of the number of current directors who were elected or appointed at the previous annual meeting of shareholders. The directors also have the power to fill casual vacancies.\n\nThe table below sets out the names and the province or state and country of residence of each of our directors and executive officers, their positions and offices with us, and the number of our Common Shares held by each of them as at the date of this Report. The term of office of each of the directors will expire at the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position(s)**\n\n**  ​ ​ ​**\n\n**Date elected********or appointed**\n\n**Executive Officers:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBrian Paes-Braga\n\n​\n\n38\n\n​\n\nChief Executive Officer and Chairman\n\n​\n\nFebruary 20, 2023\n\nDonald Sewell\n\n​\n\n36\n\n​\n\nPresident and Chief Financial Officer\n\n​\n\nFebruary 21, 2023\n\n**Non-Employee Directors:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBrian T. O’Neill(1)(2)(3)\n\n​\n\n41\n\n​\n\nDirector\n\n​\n\nNovember 10, 2022\n\nGerard Barron\n\n​\n\n59\n\n​\n\nDirector\n\n​\n\nFebruary 21, 2023\n\nJorge Fonseca(1)(2)(3)\n\n​\n\n54\n\n​\n\nDirector\n\n​\n\nSeptember 11, 2025\n\nHamed Shahbazi(1)(2)(3)\n\n​\n\n51\n\n​\n\nDirector\n\n​\n\nSeptember 11, 2025\n\n(1)Member of our audit committee.\n\n(2)Member of our compensation committee.\n\n60\n\n[Table of Contents](#TOC)\n\n(3)Member of our nominating and corporate governance committee.\n\nUnless otherwise indicated, the business address of each director and executive officer is s c/o The Metals Royalty Company Inc., 1900 Dome Tower 333 7th Ave SW, Calgary, Alberta, T2P 2Z1.\n\n**Biographical information**\n\nThe following is a summary of certain biographical information concerning our directors, director nominees and executive officers as of the date of this Report.\n\n**Executive Officers**\n\nBrian Paes-Braga\n\nMr. Brian Paes-Braga is the Managing Partner at SAF Group, Western Canada’s largest alternative capital provider. Since its founding in 2014, SAF has deployed over C$4.5 billion across more than 60 investments. Mr. Paes-Braga has led company-building transactions across a range of sectors, with over C$1 billion in debt and equity financings and over C$5 billion in market value creation. He is Chairman of NG Energy International Corp., a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale natural gas fields. Mr. Paes-Braga was Founder and CEO of Lithium X Energy Corp., a lithium resource company which, within 2.5 years, raised approximately C$53 million and was acquired in an all-cash deal for C$265 million. Mr. Paes-Braga was formerly Chair of the board of directors of Thunderbird Entertainment, and a former board member of DeepGreen Metals (now TMC The Metals Company Inc.). Mr. Paes-Braga attended the Owner President Management (OPM) Program at Harvard Business School.\n\nDon Sewell\n\nMr. Don Sewell is a private and public company finance executive and former energy investment banker. Mr. Sewell currently serves as the President and Executive Director of NG Energy International Corp., a Canadian-listed energy company with assets in Colombia and previously was a senior leader in the growth equity and energy transition investments team of SAF Group. Prior to his role at SAF, he served as the Chief Financial Officer of a TSX-listed consumer-packaged goods company and spent several years in the energy investment banking groups of a big six Canadian bank and an independent energy investment dealer. Mr. Sewell holds a BSc degree from McGill University and is a CFA charterholder.\n\n**Non-Employee Directors**\n\nBrian T. O’Neill\n\nMr. Brian T. O’Neill is Vice President of SAF Growth at the SAF Group. He is a former director of Gold-X Mining which was sold to Gran Colombia Gold (now Aris Gold). He spent nearly a decade in the practice of law with leading Canadian law firm, McCarthy Tétrault LLP. His practice began in the areas of corporate and commercial law, with a focus on mergers and acquisitions, corporate reorganizations, corporate finance, intellectual property and commercial transactions. He then shifted his practice to focus on corporate tax matters, with a particular emphasis on the tax-related aspects of mergers and acquisitions and corporate reorganizations. Mr. O’Neill received his B.Sc. Honours in Molecular Genetics, with first-class standing, and his LL.B., with distinction, from the University of Alberta. He is a member of the Law Society of British Columbia and has completed CPA Canada’s In-Depth Tax Course.\n\nGerard Barron\n\nMr. Gerard Barron is the Chairman and Chief Executive Officer of TMC The Metals Company. Mr. Barron is a seasoned entrepreneur with a track record of building global companies in battery technology, media and future-oriented resource development both as a chief executive officer and strategic investor. In 2001, Mr. Barron founded Adstream, a global advertising technology and services provider, and served as the company’s Chief Executive Officer until December 2013.\n\n61\n\n[Table of Contents](#TOC)\n\nA leader in future-oriented resource development, Mr. Barron has been at the forefront of deep-sea minerals since 2011, when he played a key role in the early formation and financing of DeepGreen (now The Metals Company). As CEO since 2017, Mr. Barron is pioneering efforts to responsibly source critical metals from deep-sea polymetallic nodules.\n\nJorge Fonseca\n\nMr. Fonseca is the Chief Executive Officer of NG Energy International Corp. He has over 24 years of experience in the oil and gas and investment banking sectors and has extensive in country experience in Colombia. Most recently, Mr. Fonseca served as Structure Trade Finance Director for the oil bench in Europe, the Middle East and Africa for British Petroleum. He has worked at BP p.l.c., Frontera Energy Corp., Pacific Rubiales Energy Corp., Citigroup Inc., BBVA S.A. and Corporacion Andina de Fomento (CAF). Mr. Fonseca holds a Bachelor (Honors) of Science in Economics from Buckingham University (UK) and a Masters (Honors) in International Finance from the University of Glasgow (UK).\n\nHamed Shahbazi\n\nMr. Shahbazi is the Founder, Chief Executive Officer and Chairman of WELL Health Technologies Corp. He is a technology focused operator and investor with more than 25 years of experience. He founded TIO Networks Corp., a former TSX-V listed company, which was acquired by PayPal Holdings, Inc. in 2017. Mr. Shahbazi served as the Chief Executive Officer and Chairman of TIO Networks Corp. from its inception in August 1997 until its acquisition in 2017. As of October 1, 2023, Mr. Shahbazi sits on the board of TSX listed HEALWELL AI and NASDAQ listed Niagen Bioscience. Mr. Shahbazi owns and operates Impactreneur Capital Corp. which has made a number of investments across public and private companies which focus on technology enablement as a key point of differentiation.\n\n**B. Compensation**\n\nThe following discussion describes the significant elements of the compensation program for our management and executive officers as of December 31, 2025. Our management and executive officers for the year ended December 31, 2025 are:\n\n●Brian Paes-Braga, our Chief Executive Officer and Chairman;\n\n●Donald Sewell, our President and Chief Financial Officer; and\n\n●Kyle Hickey, our former President, who resigned as president on September 11, 2025.\n\nTo succeed in our industry and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers with the experience and skills necessary to meet our business objectives. These include strong leadership and management capabilities that are suited to our entrepreneurial culture and the evolving nature of our industry. Our executive officers demonstrate a proven ability to successfully lead and manage our growth and operational objectives. They are also key to inspiring a culture of operational excellence which is at the foundation of our success and our continued ability to foster ongoing growth.\n\nWe intend to design our executive officer compensation program to achieve the following objectives:\n\n●provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers with the skills and experience that are critical to our success;\n\n●motivate our executive officers to achieve our business and financial objectives;\n\n●align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and\n\n●provide incentives that encourage growth balanced with appropriate levels of risk-taking and a strong pay-for-performance relationship.\n\n62\n\n[Table of Contents](#TOC)\n\nAs we transition from being a privately held company to a publicly traded company, we will continue to evaluate our compensation philosophy and compensation program as circumstances require, which may include the periodic review of our compensation program and the mix of components made available to our executive team. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the evolution and growth of our business and the cost of replacing or enhancing our talent composition as needs may require.\n\nCompensation-Setting Process\n\nWhile the board of directors is ultimately responsible for determining all forms of compensation to be awarded to our executive officers and directors, our Compensation Committee will be responsible for assisting our board of directors in fulfilling its governance and oversight responsibilities with respect to our compensation policies and practices. Our Compensation Committee will also be responsible for ensuring that our compensation policies and practices reflect an appropriate balance of risk and reward consistent with our risk profile while motivating performance consistent with our growth objectives.\n\nOur Compensation Committee’s responsibilities will be set out in its written charter and will include responsibilities for administering our compensation programs and reviewing and making recommendations to our board of directors concerning the level and nature of the compensation payable to our directors and executive officers. Our Compensation Committee’s oversight will include reviewing objectives, evaluating performance and ensuring that the total compensation paid to our executive officers is fair and reasonable, consistent with the objectives of our compensation program and aligned with our goals. See also “*Management — Committees of our Board of Directors — Compensation Committee*”. It is anticipated that our Chief Executive Officer will make recommendations to the Compensation Committee each year with respect to the compensation of our other executive officers.\n\nOur Compensation Committee will also be responsible for reviewing the compensation program to ensure it continues to meet its objectives and remains aligned with industry best practices and making recommendations for any changes to our board of directors, as appropriate.\n\nLong-Term Incentive Compensation\n\nAlthough we do not yet have a formal policy with respect to the grant of equity incentive awards to our executive officers, we believe equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. In addition, we believe equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.\n\nWe previously made share option grants to our NEOs under the Legacy Option Plan. In anticipation of the Direct Listing, our board of directors delivered a notice to the holders of options under our Legacy Option Plan, giving them 30 days from the date of such notice to exercise their options. We issued 3,443,399 Common Shares upon the exercise of such options and no options remain outstanding under the Legacy Option Plan, which has been terminated.\n\nOn November 10, 2025, December 1, 2025 and February 12, 2026, we granted awards under the 2025 Plan. In the future, we will award long-term incentives consisting of equity-based awards under the 2025 Plan.\n\nOn March 3, 2026, the Compensation Committee of our board of directors, approved, subject to shareholder approval, the CEO Performance Plan and the grant of 3,000,000 PRSUs under the CEO Performance Plan to our Chief Executive Officer. We intend for this grant of PRSUs under the CEO Performance Plan to be the sole grant of equity incentive awards of any kind made by the Company to the Chief Executive Officer for the next four years. On March 19, 2026, the shareholders approved the CEO Performance Plan.\n\n63\n\n[Table of Contents](#TOC)\n\n**Summary Compensation Table**\n\nThe following table sets out information concerning the compensation, earned by, paid to or awarded to our executive officers for the year ended December 31, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**All Other**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Bonus**\n\n​\n\n**Option**\n\n​\n\n**Stock**\n\n​\n\n**Compensation**\n\n​\n\n**Total**\n\n**Name and Principal Position**\n\n​\n\n**Year**\n\n​\n\n**Salary ($)**(1)\n\n​\n\n**($)**(2)\n\n​\n\n**Awards**(3)\n\n​\n\n**awards**(4)\n\n​\n\n**($)**\n\n​\n\n**($)**\n\n**Brian Paes-Braga**\n\n \n\n2025\n\n \n\n75,000\n\n \n\n675,000\n\n \n\n692,500\n\n \n\n1,852,500\n\n \n\n—\n\n \n\n3,295,000\n\n*Chief Executive Officer and Chairman*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Donald Sewell**\n\n \n\n2025\n\n \n\n37,500\n\n \n\n262,500\n\n \n\n159,275\n\n \n\n426,075\n\n \n\n—\n\n \n\n885,350\n\n*President and Chief Financial Officer*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n(1)Amounts include compensation paid through consulting arrangements.\n\n(2)Bonus awards include signing bonuses ($225,000 for Mr. Paes-Braga and $112,500 for Mr. Donald Sewell) related to services performed from May 2025 to October 2025.\n\n(3)Option awards are based on the Black-Scholes option valuation model.\n\n(4)Represents the grant date deemed value of RSUs that were granted during the year ended December 31, 2025, determined at $5.00 per RSU and the fair value of PSUs as of the grant date determined using the Monte Carlo Simulation Model at $2.41 per PSU.\n\nAs of the date of this Report, we have not set aside or accrued any amounts for our executive officers to provide pension, retirement or similar benefits.\n\n**Agreements with our Named Executive Officers**\n\nEffective November 1, 2025, we have entered into temporary consulting agreements with Brian Paes-Braga, our Chief Executive Officer and Chairman and Don Sewell, our President and Chief Financial Officer (each, an “Executive Officer”). Prior to such temporary consulting agreements we did not have employment or service agreements in place with our executive officers and compensation was approved by our board of directors as part of the annual budget. Pursuant to the temporary consulting agreements now in force, pursuant to which we have agreed, as compensation for the services associated with such roles, to provide fixed monthly service fees ($37,500 per month for Brian Paes-Braga and $18,750 per month for Don Sewell), reimbursement of reasonable expenses, eligibility for short term incentives in the form of annual cash bonuses (150% of annualized service fee for Brian Paes-Braga and 100% of annualized service fee for Don Sewell) and incentive participation in the 2025 Plan, with both forms of incentive compensation to be determined at the discretion of the Compensation Committee. Each Executive Officer and the Company may terminate the respective agreement for fundamental breach. In such case the Executive Officer is entitled to fees earned to date. The Company may terminate each agreement, other than for fundamental breach, by providing twelve months’ notice or pay in lieu thereof (or a combination thereof). All vested Awards shall be exercisable by the Executive Officer in accordance with the terms of the applicable Award and unvested Awards will be cancelled upon the effective date of termination. Each Executive Officer may terminate his agreement, other than for fundamental breach by providing 90 days’ written notice to the Company. The Company has the right, upon such notice, to immediately terminate the Executive Officer’s engagement and provide a lump sum payment equal to the monthly fees that would have been paid for the remainder of the 90-day period. Each Executive Officer shall be reimbursed for any properly incurred expenses upon termination of the agreement for any reason. In addition, if the Executive Officer’s engagement is terminated by the Company other than for fundamental breach or for good reason during the twelve-month period following a change in control, the Executive Officer will be entitled to receive their monthly service fee to the effective date of termination if not already paid, an amount equivalent to twelve months of monthly service fees and accelerated vesting of all unvested equity-based incentives in accordance with the applicable equity incentive plan.\n\nWe expect to enter into permanent employment or service agreements with the Executive Officers following the Direct Listing to replace the temporary consulting agreements currently in place.\n\n64\n\n[Table of Contents](#TOC)\n\n**Outstanding Option Awards at Fiscal Year Ended December 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n**Number of**\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n​\n\n**Securities**\n\n​\n\n**Securities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Underlying**\n\n​\n\n**Underlying**\n\n​\n\n**Option**\n\n​\n\n**Option**\n\n​\n\n​\n\n**Options (#)**\n\n​\n\n**Options (#)**\n\n​\n\n**exercise**\n\n​\n\n**expiration**\n\n**Name**\n\n​\n\n**Exercisable**\n\n​\n\n**Unexercisable**\n\n​\n\n**price($)**\n\n​\n\n**date**\n\n**Brian Paes-Braga**\n\n \n\n—\n\n \n\n250,000\n\n \n\n5.00\n\n \n\n11/10/2035\n\n*Chief Executive Officer and Chairman*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Donald Sewell**\n\n \n\n—\n\n \n\n57,500\n\n \n\n5.00\n\n \n\n11/10/2035\n\n*President and Chief Financial Officer*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n**Equity Incentive Plans**\n\nLegacy Option Plan\n\nPursuant to the Legacy Option Plan, we granted incentive stock options to our officers, directors, employees, advisors and consultants. The total number of Common Shares that was issuable under the Legacy Option Plan was limited to 10% of our issued and outstanding Common Shares. In anticipation of the Direct Listing, our board of directors delivered a notice to the holders of options under our Legacy Option Plan, giving them 30 days from the date of such notice to exercise their options. We issued 3,443,399 Common Shares upon the exercise of such options and our board of directors allowed a portion of such options to be net settled as an alternative to exercise, in accordance with the Legacy Option Plan. No options remain outstanding under the Legacy Option Plan, which has been terminated.\n\nThe Legacy Option Plan provided for a net settlement procedure as an alternative to exercising each option by paying the exercise price in cash. With prior written approval from our board of directors, certain option holders elected to transfer and dispose of a specified number of options to the Company in exchange for a number of Common Shares having fair market value equal to the intrinsic value of the options disposed of and transferred to the Company. The number of Common Shares issued in connection with a net settlement was calculated using the following formula:\n\nX = (Y) x (B – A) / (B)\n\nwhere X is the number of Common Shares to be issued, Y is the number of options surrendered, B is the fair market value of one Common Share at the date of exercise, and A is the exercise price per share. No fractional shares were issued and any fractional amount was rounded down to the nearest whole number.\n\nPursuant to the Legacy Option Plan, prior to the securities of the Company being listed or quoted on an organized trading facility (a “Going Public Transaction”), our board of directors had authority to require that there be no outstanding options under the Legacy Option Plan. In anticipation of the Direct Listing, our board of directors delivered a notice to the option holders giving them 30 days from the date of such notice to exercise their options. As a result, there are no options outstanding under the Legacy Option Plan, and such plan is terminated. In the event that the Company does not complete the Going Public Transaction, the Company will, to the extent reasonably practicable, grant to the former option holders an option equivalent (including the original vesting terms, if any) to the option cancelled or exercised, provided that in the case of an option that was exercised, the former option holder surrenders for cancellation the Common Shares acquired upon the exercise of such option.\n\n2025 Equity Incentive Plan\n\nThe 2025 Plan was approved by our board of directors on November 10, 2025. The 2025 Plan is designed to provide flexibility to use various equity-based incentive awards as compensation tools to motivate our workforce.\n\n65\n\n[Table of Contents](#TOC)\n\nWe reserved 5,114,593 of our Common Shares for the issuance of awards under the 2025 Plan (the “Initial Limit”). The 2025 Plan provides that the number of shares reserved and available for issuance under the 2025 Plan will automatically increase on January 1, 2026 and each January 1 thereafter, by (i) such number of Common Shares equal to the difference between the number of Common Shares reserved and available for issuance under the 2025 Plan and 10% of the number of our outstanding Common Shares, in each case on the immediately preceding December 31 or (ii) such lesser number of Common Shares as determined by the administrator of the 2025 Plan (the “Annual Increase”). The number of shares reserved under the 2025 Plan is subject to adjustment in the event of a share split, share dividend, or other change in our capitalization.\n\nThe Common Shares we issue under the 2025 Plan will be authorized but unissued shares or shares that we reacquire. The Common Shares underlying any awards under the 2025 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of Common Shares or are otherwise terminated (other than by exercise) will be added back to the Common Shares available for issuance under the 2025 Plan.\n\nThe maximum aggregate number of shares that may be issued in the form of incentive share options shall not exceed the Initial Limit, cumulatively increased on January 1, 2026 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 5,114,593 Common Shares.\n\nThe 2025 Plan is administered by our Compensation Committee. The administrator of the 2025 Plan has the full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted and the number of shares subject to such awards, to make any combination of awards to participants, to accelerate at any time the exercisability or vesting of any award, to impose any limitations and/or vesting conditions on each award and to determine the specific terms and conditions of each award, subject to the provisions of the 2025 Plan. In the event a participant’s regular level of time commitment in the performance of such participant’s services for us or one of our affiliates is reduced (for example, if the participant has a change in status from full-time to part-time) or takes an extended leave of absence after the date of grant of any award, subject to applicable law, the administrator of the 2025 Plan may (i) make a corresponding reduction in the number of shares subject to any portion of such award that is scheduled to vest after the date of such change in time commitment and (ii) in lieu of or in combination with such a reduction, extend the vesting schedule applicable to such share award. Persons eligible to participate in the 2025 Plan are those full or part-time officers, employees, non-employee directors, and consultants as selected from time to time by the administrator of the 2025 Plan in its discretion.\n\nThe 2025 Plan permits the granting of both options to purchase Common Shares intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The option exercise price of each option will be determined by the administrator of the 2025 Plan but may not be less than 100% of the fair market value of our Common Shares on the date of grant unless the option (i) is granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) is granted to an individual who is not subject to United States income tax or (iii) is otherwise exempt or compliant with Section 409A of the Code. The term of each option will be fixed by our Compensation Committee and may not exceed ten years from the date of grant. The administrator of the 2025 Plan will determine at what time or times each option may be exercised.\n\nThe administrator of the 2025 Plan may award share appreciation rights subject to such conditions and restrictions as it may determine. Share appreciation rights entitle the recipient to Common Shares, or cash, equal to the value of the appreciation in our share price over the exercise price. The exercise price of each share appreciation right may not be less than 100% of the fair market value of our Common Shares on the date of grant unless the share appreciation right (i) is granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) is granted to an individual who is not subject to United States income tax or (iii) is otherwise exempt or compliant with Section 409A of the Code. The term of each share appreciation right will be fixed by the administrator of the 2025 Plan and may not exceed ten years from the date of grant. The administrator of the 2025 Plan will determine at what time or times each share appreciation right may be exercised.\n\nThe administrator of the 2025 Plan may award restricted Common Shares and restricted share units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period. The administrator of the 2025 Plan may also grant Common Shares that are free from any restrictions under the 2025 Plan. Unrestricted shares may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant.\n\nThe administrator of the 2025 Plan may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of Common Shares.\n\n66\n\n[Table of Contents](#TOC)\n\nIn addition, the administrator of the 2025 Plan may grant cash bonuses under the 2025 Plan to participants, subject to the achievement of certain pre-determined performance goals.\n\nThe 2025 Plan provides that upon the effectiveness of a “sale event,” as defined in the 2025 Plan, an acquirer or successor entity may assume, continue, or substitute outstanding awards under the 2025 Plan. To the extent that awards granted under the 2025 Plan are not assumed, continued, or substituted by the successor entity, upon the effective time of the sale event, such awards shall terminate. In such case, except as may be otherwise provided in the relevant award agreement, all awards with time-based vesting, conditions, or restrictions shall become fully vested and exercisable or nonforfeitable as of the effective time of the sale event, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and exercisable or nonforfeitable in connection with a sale event in the administrator’s discretion or to the extent specified in the relevant award agreement. In the event of such termination, individuals holding options and share appreciation rights (i) may be permitted to exercise such options and share appreciation rights (to the extent exercisable) within a specified period of time prior to the sale event or (ii) we may make or provide for a payment, in cash or in kind, to participants holding vested and exercisable options and share appreciation rights equal to the difference between the per share consideration payable to shareholders in the sale event and the exercise price of the options or share appreciation rights. In addition, we may make or provide for a payment, in cash or in kind, to participants holding other vested awards.\n\nOur board of directors may amend or discontinue the 2025 Plan and the administrator of the 2025 Plan may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose but no such action may materially adversely affect rights under an award without the holder’s consent. Certain amendments to the 2025 Plan require the approval of our shareholders. The administrator of the 2025 Plan will be specifically authorized to exercise its discretion to reduce the exercise price of outstanding share options and share appreciation rights or effect the repricing of such awards through cancellation and re-grants without shareholder consent. No awards may be granted under the 2025 Plan after the date that is ten years from the effective date of the 2025 Plan.\n\nThe CEO Performance Plan\n\nOn March 3, 2026, the Compensation Committee of our board of directors approved, subject to shareholder approval, the CEO Performance Plan adopted solely to authorize a single award of 3,000,000 PRSUs to our Chief Executive Officer. No other awards may be granted under the CEO Performance Plan.\n\nThe CEO Performance Plan reserves a maximum of 3,000,000 common shares for issuance pursuant to the PRSUs. Based on approximately 55 million common shares outstanding as of March 3, 2026, the reserved shares represent approximately 5.5% of our outstanding common shares.\n\nThe PRSUs are eligible to be earned solely upon the achievement of specified stock price thresholds of $30, $40 and $50 per share (subject to customary adjustment in connection with stock splits, stock dividends, recapitalizations and similar share events), measured based on the 20-trading day average closing price of our common shares at any time during a five-year performance period commencing on the grant date. The award consists of three tranches of 1,000,000 PRSUs, each tied to one of the performance thresholds. To the extent a threshold is not achieved during the performance period, the applicable PRSUs will expire without value.\n\nEarned PRSUs will be settled in either common shares (on a one-for-one basis) or cash, at the Company’s discretion. Any common shares issued in settlement will be subject to a holding restriction through the end of the five-year performance period, except in connection with a change in control.\n\nIn 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 applicable performance thresholds, and such PRSUs will be settled immediately prior to closing (in shares or cash at the Company’s discretion). Any unvested PRSUs for which the applicable threshold is not satisfied will terminate without value.\n\nThe CEO Performance Plan will automatically terminate upon the earlier of (i) settlement or expiration of all PRSUs or (ii) the end of the five-year performance period, and no additional awards may be granted under the plan.\n\nThe award was approved by our shareholders on March 19, 2026.\n\n67\n\n[Table of Contents](#TOC)\n\n**C. Board Practices**\n\n**Director Independence**\n\nAs a foreign private issuer, under the listing requirements and rules of Nasdaq, we are not required to have independent directors on our board of directors, except that our audit and risk committee is required to consist fully of independent directors, subject to certain phase-in schedules. However, our board of directors has undertaken a review of the composition of our board and directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Brian T. O’Neill, Jorge Fonseca and Hamed Shahbazi are independent directors, including for purposes of Nasdaq and the SEC rules. In making that determination, our board of directors considered the relationships that each director has with us and all other facts and circumstances the board of directors deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital shares by each director, including non-employee directors that are affiliated with certain of our major shareholders. The composition and functioning of our board of directors and each of our committees comply with all applicable Nasdaq Listing Rules and the rules and regulations of the SEC.\n\n**Board Committees**\n\nOur board of directors has established an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), and a nomination and corporate governance committee (the “Nominating and Corporate Governance Committee”), each of which operate pursuant to a charter adopted by our board of directors.\n\nThe full text of our Audit Committee charter, Compensation Committee charter, and Nominating and Corporate Governance Committee charter is posted on the investor relations portion of our website at https://www.themetalsroyaltyco.com/. We have included our website address in this Report solely as an inactive textual reference. The information contained on or that can be accessed through our website is not incorporated by reference into this Report.\n\nAudit Committee\n\nThe members of our Audit Committee are Brian T. O’Neill, Jorge Fonseca and Hamed Shahbazi each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Nasdaq Listing Rules. Jorge Fonseca will serve as chairman of the Audit Committee. All members are considered to be financially literate. We have determined that Jorge Fonseca is an “audit committee financial expert”, as defined under the applicable rules of the SEC.\n\nA member of the Audit Committee is independent if the member has no direct or indirect material relationship with our company. A material relationship means a relationship which could, in the view of our board of directors, reasonably interfere with the exercise of a member’s independent judgment.\n\nA member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by our company.\n\nThe Audit Committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing hedging transactions; and (viii) reviewing and assessing annually the Audit Committee’s performance and the adequacy of its charter.\n\n68\n\n[Table of Contents](#TOC)\n\nCompensation Committee\n\nThe Compensation Committee consists of three members: Brian T. O’Neill, Jorge Fonseca and Hamed Shahbazi. Each of the Compensation Committee members are considered independent pursuant to the “independence” requirements of Rule 10C-1 under the Exchange Act and Nasdaq Listing Rules Each member of the Compensation Committee has business and other experience which is relevant to their position as a member of the Compensation Committee. By virtue of having differing professional backgrounds, business experience, knowledge of our industry, knowledge of corporate governance practices and, where appropriate, service on compensation committees of other reporting issuers and experience interacting with external consultants and advisors, the members of the Compensation Committee are able to make decisions on the suitability of our compensation policies and practices. See “*Directors, Senior Management and Employees – Executive Officers and Directors*” for a description of each Compensation Committee members experience and education.\n\nWhile the board of directors is ultimately responsible for determining all forms of compensation to be awarded to executive officers and directors, the Compensation Committee will, when appropriate, review our compensation philosophy, policies, plans and guidelines and recommend any changes to the board of directors. See “*Directors, Senior Management and Employees – Compensation*” for a discussion of, among other things, the process by which the Compensation Committee in collaboration with the board determines the compensation of our directors and officers. Brian T. O’Neill will serve as chairman of the Compensation Committee.\n\nNominating and Corporate Governance Committee\n\nOur Nominating and Corporate Governance Committee consists of Brian T. O’Neill, Jorge Fonseca and Hamed Shahbazi. Hamed Shabazi will serve as chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.\n\nThe Nominating and Corporate Governance Committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; (iv) overseeing compliance with our Code of Conduct; and (v) approving any related party transactions.\n\nThe Nominating and Corporate Governance Committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources — members of our board of directors, our executives, individuals personally known to the members of our board of directors, and other research. The Nominating and Corporate Governance Committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.\n\nIn making director recommendations, the Nominating and Corporate Governance Committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.\n\n**Code of Business Conduct and Ethics**\n\nOur board of directors has adopted a written Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants.\n\n69\n\n[Table of Contents](#TOC)\n\nWe intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics on our website identified below. The full text of our Code of Business Conduct and Ethics is posted on our website at https://www.themetalsroyaltyco.com/.\n\n**D. Employees**\n\nAs of December 31, 2025, we had 2 full-time employees. In addition, 4 members of our management team provided services to the Company pursuant to temporary consulting arrangements and are not included in the foregoing employee count.\n\n**E. Share Ownership**\n\nInformation regarding the ownership of Common Shares by our directors and executive officers is set forth in Item 7.A of this Report.\n\n**F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.**\n\nNot applicable."}