Key points
- A US$140 million secured convertible note offering and a US$25 million senior secured term loan, together US$165 million and fully allocated.
- Proceeds fund the purchase of an additional 1.0% royalty on the Mesabi Metallics iron ore project from Ironclad Royalties, repay the existing senior term loan and cover general corporate purposes.
- The notes pay an 8.00% coupon over five years and convert at roughly US$8.66 per share, a 37.5% premium to the US$6.30 reference price.
- Share consideration to Ironclad rises to US$27.5 million from US$7.5 million, with closing expected on or about August 24, 2026.
US$140 Million Secured Convertible Note Offering and a US$25 Million Senior Secured Term Loan to Fund the Additional Royalty and Repay Existing Indebtedness
LONDON, UK / [ACCESS Newswire](‘https://www.accessnewswire.com/’) / August 21, 2026 / The Metals Royalty Company Inc. (“TMCR” or the “Company”) (Nasdaq:TMCR), today announced a financing package comprised of a US$140 million offering of convertible secured notes (the “Notes”) and a US$25 million senior secured term loan facility (the “Loan Facility”).
The proceeds of the Notes and the Loan Facility will be used: (i) to fund the closing of the Company’s previously announced acquisition of an additional 1.0% Index-Priced Gross Overriding Production Royalty with a Revenue Floor (the “Additional Mesabi Royalty”) in the Mesabi Metallics iron ore project (the “Mesabi Project”) in Nashwauk, Minnesota, from Ironclad Royalties LLC (“Ironclad”), (ii) to repay in full the Company’s existing senior term loan facility and (iii) for general corporate purposes. Closing of the Notes, the Loan Facility and the acquisition of the Additional Mesabi Royalty is expected to occur concurrently on or about August 24, 2026.
The Company has entered into subscription agreements with certain institutional and accredited investors for the purchase and sale of US$140 million aggregate principal amount of the Notes in a private placement. The closing of the Notes offering and the funding of the Loan Facility are subject to customary closing conditions, including the concurrent closing of the acquisition of the Additional Mesabi Royalty.
Summary of the Notes
- Principal Amount:US$140 million
- Coupon:8.00% per annum (year 1: 6.00% cash / 2.00% payment-in-kind (“PIK”); year 2: 7.00% cash / 1.00% PIK; years 3 – 5: 8.00% cash)
- Maturity:Five years
- Conversion Premium:37.5% above the reference price of US$6.30 per share (the “Reference Price”), resulting in an initial conversion price of approximately US$8.66 per share
- Ranking:Senior secured, second lien, guaranteed by the Company’s subsidiaries, ranking behind the Loan Facility
Summary of the Senior Secured Term Loan Facility
- Principal Amount: US$25 million senior secured loan
- Interest Rate: Term SOFR plus 4.00% per annum
- Maturity: 24 months, with a 12-month extension option
- Ranking: Senior secured, first lien, guaranteed by the Company’s subsidiaries, ranking ahead of the Notes
- Warrants: 500,000 common share purchase warrants to be issued to the lender at closing, with a five-year term and an exercise price representing a 37.5% premium to the Reference Price.
In addition, the Company has entered into a term sheet with Ironclad to amend the purchase agreement for the Additional Mesabi Royalty to increase the share consideration to an aggregate value of US$27.5 million (from US$7.5 million) (with the number of shares to be determined based on the Reference Price), in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and make a corresponding reduction in the cash consideration.
The Notes and the warrants are being offered and sold, and the common shares to be issued to Ironclad will be issued, in private placements in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and, in the case of offers and sales outside the United States, Regulation S under the Securities Act, and on exemptions from prospectus requirements of applicable Canadian securities laws. Pursuant to a registration rights agreement to be entered into at the closing of the offering, the Company has agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the common shares issuable upon conversion of the Notes, the common shares issuable upon exercise of the warrants and the common shares to be issued to Ironclad, within the time periods set forth therein.
About The Metals Royalty Company Inc.
The Metals Royalty Company Inc. (Nasdaq:TMCR) is a purpose-built financing platform dedicated to advancing U.S. critical mineral security and re-industrialization. The Company acquires and manages metals and mineral royalties, streams, and similar structured interests across the full value chain – supporting American defense, AI infrastructure, energy systems, and industrial capacity. TMCR’s royalty-based business model is designed to enable participation in the long-term cash flows and commodity upside of strategically significant assets, with reduced exposure to the operational and development risks typically associated with resource production. For more information, please visit the Company’s website at www.themetalsroyaltyco.com. Information contained on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this press release. The Company’s filings with the U.S. Securities and Exchange Commission are available at www.sec.gov.
