Metals Royalty Co Inc. (TMCR) Form 424B3 — Oct 23, 2026
The Metals Royalty Company filed a 424B3 prospectus registering the resale of up to 27,796,079 common shares by selling securityholders, equal to roughly 41% of its 67.4 million shares outstanding. The registered shares comprise up to 22.9 million shares issuable on conversion of the $140.035 million 8.00% convertible notes due 2031, 4.37 million consideration shares issued to MIUSA for the additional 1% Mesabi royalty, and up to 500,000 warrant shares for Macquarie. The company will receive no proceeds from these resales, so the filing creates a significant share overhang rather than new capital.
Key figures
- Offering Price
- 2.18
- Shares Offered
- 27796079
- Shares Outstanding
- 67414022
- Term loan
- $25.0 million senior secured first lien (Adjusted Term SOFR + 4.00%), matures August 2028
- Warrant shares
- 500000
- Notes principal
- $140,035,000 of 8.00% Convertible Senior Secured Second Lien Notes due 2031
- Conversion shares
- 22931000
- Consideration shares
- 4365079
- Registered share pct
- ~41% of shares outstanding
- Notes conversion price
- $8.66 per share
- Warrant exercise price
- $8.66
- Consideration share price
- $6.30 per share
- Mesabi royalty total consideration
- $132.5 million per 1% royalty tranche
AI analysis
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