{"url_path":"/sec/tmcr/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","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":2655,"has_tables":true,"body_markdown":"**ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n**A. Major Shareholders**\n\nThe following table sets forth:\n\n●certain information with respect to the beneficial ownership of our Common Shares, for:\n\n●each of our executive officers;\n\n●each of our directors;\n\n●all of our directors and executive officers as a group;\n\n●each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Shares; and\n\nWe have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.\n\nWe have based the Common Shares beneficially owned and the percentage ownership of our Common Shares below on 55,061,113 Common Shares being outstanding as of April 27, 2026. We have not deemed our Common Shares subject to Awards to be outstanding or to be beneficially owned by the person holding the Award for the purpose of computing the percentage ownership of that person. We also did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. As of April 27, 2026, there were a total of 120 holders of record of our Common Shares, with 18 record holders in the United States.\n\n70\n\n[Table of Contents](#TOC)\n\nUnless otherwise indicated by footnote, the mailing address for each shareholder is c/o The Metals Royalty Company Inc., 1900 Dome Tower 333 7th Ave SW, Calgary, Alberta, T2P 2Z1.\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**Percentage**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**of Total**\n\n \n\n​\n\n​\n\n**Common Shares**\n\n​\n\n**Voting**\n\n \n\n​\n\n​\n\n**Beneficially Owned**\n\n​\n\n**Power**\n\n \n\n**Directors and executive officers:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nBrian Paes-Braga\n\n \n\n13,972,630\n\n \n\n25.38\n\n%  \n\n25.38\n\n%\n\n*Chairman and Chief Executive Officer*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nBrian T. O’Neill(1)\n\n \n\n1,259,856\n\n \n\n2.29\n\n%  \n\n2.29\n\n%\n\n*Director*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nGerard Barron(2)\n\n \n\n90,250\n\n \n\n0.16\n\n%  \n\n0.16\n\n%\n\n*Director*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nJorge Fonseca\n\n \n\nNil\n\n \n\nNil\n\n \n\nNil\n\n​\n\n*Director*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nHamed Shahbazi(3)\n\n \n\n135,375\n\n \n\n0.25\n\n%  \n\n0.25\n\n%\n\n*Director*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nDon Sewell\n\n \n\n773,063\n\n \n\n1.40\n\n%  \n\n1.40\n\n%\n\n*President and Chief Financial Officer*\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nAll directors and executive officers as a group:\n\n \n\n16,231,174\n\n \n\n29.48\n\n%  \n\n29.48\n\n%\n\n**Other 5% shareholders:**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\nTMC The Metals Company Inc.\n\n \n\n13,846,154\n\n \n\n25.15\n\n%  \n\n25.15\n\n%\n\nLandsons Investment Corporation(4)\n\n \n\n3,730,769\n\n \n\n6.78\n\n%  \n\n6.78\n\n%\n\nJohn B. Hess(5)\n\n \n\n3,000,000\n\n \n\n5.45\n\n%  \n\n5.45\n\n%\n\n(1)Includes 432,692 Common Shares held by 1351389 B.C. Ltd. and 600,000 Common Shares held by Mr. O’Neill’s spouse. Mr. O’Neill disclaims beneficial ownership of the Common Shares held by his spouse, except to the extent of his pecuniary interest therein.\n\n(2)Gerard Barron is the Chairman and Chief Executive Officer of TMC The Metals Company, a >5% shareholder of the Company.\n\n(3)Consists of 135,375 Common Shares held by Impactreneur Capital Corp.\n\n(4)Landsons Investment Corporation is controlled by Federico Adolfo Restrepo Solano.\n\n(5)Consists of 2,000,000 Common Shares held by JMH Ventures LLC and 1,000,000 Common Shares held by HPI LP.\n\n**B. Related Party Transactions**\n\nNORI Royalty Agreement\n\nOn February 21, 2023, we entered into the NORI Royalty Agreement pursuant to which NORI created and issued to us a gross overriding royalty interest in the NORI Property. The NORI Royalty entitles us to receive 2% of the gross proceeds from the sale of Products derived from the NORI Property, subject to adjustment if NORI exercises its repurchase options. *See* “*Information on the Company — Business Overview  — NORI Royalty*”*.*\n\nPrior to such transactions, TMC was not a related party of the Company.\n\nThrough a series of transactions (described below), including pursuant to the NORI Contribution Agreement and the TMC Subscription Agreement, the aggregate consideration paid by us for the NORI Royalty was $14,000,000.10, which purchase price was satisfied by us through the issuance of 13,846,154 of our Common Shares to TMC and $5,000,000 in cash.\n\nOn February 21, 2023, we entered into the NORI Contribution Agreement pursuant to which we acquired the NORI Royalty in consideration for the issuance of the TMC Note and 5,000,000 CVRs.\n\n71\n\n[Table of Contents](#TOC)\n\nOn February 21, 2023, we entered into the TMC Subscription Agreement pursuant to which we agreed, as repayment of the TMC Note in full, to issue 13,846,154 Common Shares at a price of $0.65 per share for an aggregate subscription price of $9,000,000.10, as well as repay in cash the remaining principal amount of $5,000,000 owed following such payment to, or as or directed by, TMC.\n\nAlso on February 21, 2023, and concurrently with the NORI Royalty Agreement, we entered into the MC Royalty Transactions:\n\n●Brian Paes-Braga, our Chief Executive Officer and the Chair of our board of directors, agreed to assign to us a 1.4% gross production royalty related to NG Energy International Corp.’s Maria Conchita Block in consideration for the issuance of 10,338,462 Common Shares at a deemed price of $0.65 per share;\n\n●Brian T. O’Neill, one of our directors, agreed to assign to us a 0.08125% gross production royalty related to the Maria Conchita Block in consideration for the issuance of 600,000 Common Shares at a deemed price of $0.65 per share;\n\n●Lucas Cahill agreed to assign to us a 0.08125% gross production royalty related to the Maria Conchita Block in consideration for the issuance of 600,000 Common Shares at a deemed price of $0.65 per share;\n\nIn connection with the MC Royalty Transactions, we entered into assignment agreements with each of Mr. Paes-Braga, Mr. O’Neill and Mr. Cahill, pursuant to which we assumed all rights, benefits, payments and privileges of such person in respect of their respective royalty related to the Maria Conchita Block. Following completion of the MC Royalty Transactions we held a 1.5625% gross production royalty related to the Maria Conchita Block.\n\nInvestor Rights Agreement\n\nConcurrently with the execution of the NORI Royalty Agreement, we entered into the Investor Rights Agreement with TMC and Brian Paes-Braga (each, an “Investor”), pursuant to which, among other things, each Investor has a right, subject to certain percentage maintenance, to nominate a director to our board of directors, along with registration and information rights. The following is a summary of the material attributes and characteristics of the Investor Rights Agreement. This summary is qualified in its entirety by reference to the terms of the Investor Rights Agreement, which will be filed with the SEC.\n\n*Nomination Rights*\n\nThe Investor Rights Agreement provides director nomination rights to each Investor that enables such Investor to designate one director nominee to our board of directors, for so long as such Investor, together with its affiliates, owns at least 20% of the issued and outstanding Common Shares.\n\nEach of the Investor’s nominees will be included as part of the slate of nominees proposed by our board of directors to its shareholders for approval as directors at each meeting of the shareholders, or on any resolution passed by being consented to in writing by the shareholders where directors are to be elected by shareholders and the Company will use commercially reasonable efforts to cause the election of such nominee.\n\nThese nomination rights cease to apply in certain situations, including if we complete our first underwritten public offering of our Common Shares pursuant to a registration statement that has been declared effective under the Securities Act, accompanied by the listing of the Common Shares on the Nasdaq Capital Markets. However, these nomination rights will continue to apply following completion of the Direct Listing.\n\n*Equity Rights*\n\nThe Investor Rights Agreement provides the Investors with the right to acquire additional securities of the Company, in order to maintain their ownership percentage of our Common Shares, in the event we issue additional Common Shares (or securities convertible, exercisable or exchangeable into Common Shares), subject to certain exceptions for excluded transactions such as those pursuant to our security-based compensation arrangements. Investors who choose to exercise these equity rights are required to provide equal consideration for the Common Shares as the other person or persons acquiring securities that triggered the equity right.\n\n72\n\n[Table of Contents](#TOC)\n\nThese equity rights cease to apply in certain situations, including if we complete our first underwritten public offering of our Common Shares pursuant to a registration statement that has been declared effective under the Securities Act, accompanied by the listing of the Common Shares on the Nasdaq Capital Markets.\n\n*Registration Rights*\n\nThe Investor Rights Agreement provides demand registration rights in favour the Investors that enables each of them to make a written demand to us for registration of all or part of: (i) any Common Shares held by an Investor; (ii) any Common Shares issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of TMCR held by an Investor; (iii) any other securities of TMCR held by an Investor, whether or not convertible or exercisable for Common Shares, if such securities are registered by TMCR under the Securities Act or qualified for distribution pursuant to a prospectus under Canadian securities laws; and (iv) any Common Shares or such other securities issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities referenced in (i), (ii), or (iii) (the “Registerable Securities”). Such written demand shall describe the amount and type of securities to be included in such registration and the intended method(s) if distribution thereof (such written demand a “Demand Registration”). Upon receipt by us of such written request for a Demand Registration from an Investor, we will be required to file a registration statement, including the prospectus contained in such registration statement, any amendments (including post-effective amendments) and supplements, all exhibits to the registration statement, and all material incorporated by reference therein, and otherwise assist with the registration for the Registrable Securities requested by such Investor in accordance with U.S. securities laws and the terms and conditions of the Investor Rights Agreement.\n\nWe are not obliged to effect more than an aggregate of two (2) Demand Registrations with respect to any or all of an Investor’s Registerable Securities, and never more than one (1) Demand Registration in a twelve (12) month period.\n\nThe Investor Rights Agreement also provides piggyback registration rights, allowing an Investor to request the registration of a specified number of their Registerable Securities in connection with certain public offerings for TMCR’s own account or for the account of shareholders, subject to certain underwriters’ cutback rights (such registration, a “Piggyback Registration”).\n\nAll costs and expenses associated with a Demand Registration or Piggyback Registration will be borne by us, other than underwriting commissions and the out-of-pocket expenses of the Investor. We will also be required to provide indemnification for the benefit of the Investor in connection with any Demand Registration or Piggyback Registration.\n\nThe Investors who possess these registration rights currently own 27,818,784 of our Common Shares.\n\n*Information Rights*\n\nPursuant to the Investor Rights Agreement, for so long as such Investor, together with its affiliates, owns at least 20% of the issued and outstanding Common Shares, we will deliver to each Investor the following information prepared in accordance with IFRS promptly, but in any event:\n\n●within 45 days after the end of each fiscal year, the draft annual financial statements;\n\n●within 90 days after the end of each fiscal year, the audited annual financial statements;\n\n●within 30 days after the end of each quarter, unaudited quarterly financial statements; and\n\n●such other information relating to financial statements that an Investor may reasonably request.\n\nContingent Value Rights\n\nAs a condition of closing the NORI Royalty Agreement, we issued 5,000,000 CVRs to NORI. The CVRs would convert into 5,000,000 additional Common Shares of the Company all of which would be issued to NORI, in the event that certain conditions occur relating to the licenses of NG Energy International Corp. in Colombia. The CVRs do not entitle NORI to any rights as a shareholder, including without limitation, voting rights. The CVRs expire on the earlier of (i) five years from the issuance of the CVR and (ii) the date we become a publicly listed entity and will therefore be terminated and of no further force and effect on completion of the Direct Listing. On April 8, 2026, the Company completed its direct listing on the Nasdaq Capital Market and the CVRs expired.\n\n73\n\n[Table of Contents](#TOC)\n\n**Indemnification Agreements**\n\nOur articles provide that, subject to the BCBCA, the Company shall indemnify our directors and officers against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding.\n\nWe have entered into indemnity agreements with all of our current directors and executive officers (each a, “Indemnity Agreement” and together, the “Indemnity Agreements”). The Indemnity Agreements, among other things, require us to indemnify these individuals (the “Indemnified Party”) for certain costs, charges and expenses including legal fees, judgements, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under law. Indemnification shall be made only if the Indemnified Party acted in good faith with a view to the best interest of the Company, and in the case of criminal, investigative, administrative or other non-civil proceedings, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the proceeding was brought was lawful. However, we are not required to indemnify for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnified Party of securities of the Company within the meaning of Section 16(b) of the *Securities Exchange Act of 1934*, as amended, or similar provisions of state statutory or common law, (ii) the purchase or sale of the Company’s securities in violation of Section 306 of the *Sarbanes-Oxley Act of 2002*, as amended, or (iii) to provide any indemnification or advancement of costs, charges or expenses that is prohibited by applicable law (as such law exists at the time such payment would otherwise be required pursuant to such Indemnity Agreement).\n\nOur articles also provide that the Company may purchase and maintain insurance for the benefit of any current or former director, officer, employee, agent, or equivalent person (or their heirs or legal representatives), including those serving at the request of the Company in affiliated or other entities, against any liability incurred in such capacity.\n\n​\n\n74\n\n[Table of Contents](#TOC)\n\n**Other Related Party Transactions**\n\nIn February 2025, the Company declared a return of capital of $0.025 per common share, which was paid in cash. In December 2025, the Company declared a return of capital of $0.27 per share of common share outstanding in connection with the Spin-Out, which was satisfied through the distribution of shares of 1554997 B.C. Ltd. Each of the following related parties received distributions in their capacity as shareholders of the Company, in the aggregate amounts set out as follows: TMC ($4,084,914), Brian Paes-Braga ($4,156,815), Brian O’Neill ($238,352), Gerard Barron ($24,369), Hamed Shahbazi ($36,554) and Don Sewell ($221,965). All distributions were made on the same terms as those applicable to all other shareholders of the Company.\n\n**Our Policy Regarding Related Party Transactions**\n\nWe have adopted a policy regarding related party transactions comparable to our peers.\n\n**C. Interests of Experts and Counsel**\n\nNone."}