TMCR 424B3: Shelf registration

The Metals Royalty Company Inc.

Filed with the SEC on · accession 0001104659-26-118470

TMCR filed a 424B3 (prospectus (offering)) with the SEC on Oct 23, 2026. The Metals Royalty Company Inc. filed a 424B3 prospectus to register the resale of up to 27,796,079 common shares by selling securityholders, including shares issuable upon conversion of $140,035,000 in 8.00% convertible senior secured notes due 2031, consideration shares issued for a royalty… The stock moved -3.6% by the first close after the filing.

Summary of the filing

The Metals Royalty Company Inc. filed a 424B3 prospectus to register the resale of up to 27,796,079 common shares by selling securityholders, including shares issuable upon conversion of $140,035,000 in 8.00% convertible senior secured notes due 2031, consideration shares issued for a royalty acquisition, and warrant shares. The company will not receive proceeds from the resale, though it may receive warrant exercise proceeds.

Key details

Aggregate principal amount of 8.00% Convertible Senior Secured Second Lien Notes due 2031$140.0M
Common shares offered by selling securityholders$27.8M
Common shares issuable upon conversion of notes$22.9M
Consideration shares issued to Mesabi Investments (USA) LLC$4.4M
Warrant shares issuable to Macquarie Bank Limited$500K
Last reported sale price per common share on Nasdaq on October 21, 2026$2
IssuerThe Metals Royalty Company Inc.
Selling securityholder, nominee of ironclad royalties, llcMesabi Investments (USA) LLC
Selling securityholder affiliate, royalty interest sellerIronclad Royalties, LLC
Selling securityholder, warrant holder, lenderMacquarie Bank Limited

How TMCR stock reacted

Close before

$2.20

Oct 22, 2026

First close after

-3.64%

$2.12

5 trading days

-5.91%

$2.07

Since filing

-18.18%

$1.80

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Frequently asked questions

What did TMCR file with the SEC on Oct 23, 2026?

TMCR filed a 424B3 (Shelf registration). The Metals Royalty Company Inc. filed a 424B3 prospectus to register the resale of up to 27,796,079 common shares by selling securityholders, including shares issuable upon conversion of $140,035,000 in 8.00% convertible senior secured notes due 2031, consideration shares issued for a royalty acquisition, and warrant shares. The company will not receive proceeds from the resale, though it may receive warrant exercise proceeds.

What does a shelf registration mean for TMCR stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did TMCR stock react to this filing?

TMCR closed at $2.20 before the filing and $2.12 on Oct 23, 2026 (-3.64%). Five trading days later: $2.07 (-5.91%).

Other TMCR SEC filings

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