Note: This is NOT an IPO. This is a Direct Listing of our stock on the NASDAQ. The stock will be sold by existing shareholders. No new capital will be raised. Stifel is the financial adviser for this Direct Listing.

(Incorporated in British Columbia, Canada)

We are a royalty acquisition company focused on Canadian critical metals and minerals. Our only asset is the NORI Royalty, a 2.0 percent gross overriding royalty on the NORI Property, which is a polymetallic nodule project being developed by The Metals Company in the northeastern Pacific Ocean’s Clarion-Clipperton Zone. The area does not have a permit for commercial production. We have not received any royalty revenue from the NORI Royalty.

We plan to sell up to 55.1 million shares. A reference price has not been disclosed.

The Metals Royalty Co. Inc. sold 2.0 million shares in a private placement at $5.00 per share in December 2025. If the NASDAQ Direct Listing were priced at $5.00 per share and the full 55.1 million shares in the NASDAQ Direct Listing’s prospectus were sold, the Direct Listing would produce $275.5 million in proceeds.

Note: Net loss is in U.S. dollars for the 12 months that ended Sept. 30, 2025. Metals Royalty Co. is a development-stage company – and it has no revenue to date.

(Note: The Metals Royalty Co. started trading at $15.00 – the result of its NASDAQ Direct Listing – on April 8, 2026, and it ended its first day of NASDAQ trading at $14.00 – down $1.00 from its NASDAQ Direct Listing price – on volume of 581,158 shares. The Canadian company had filed to sell up to 55.1 million shares.)