Metals Royalty Co Inc.

Concurrent PIPE Financing

In connection with the Transaction, TMCR has allocated commitments from institutional and accredited investors for the PIPE Financing, which is expected to result in gross proceeds of approximately $75 million, before placement agent fees and offering expenses, of which $15 million represents founder and insider participation.

Pursuant to the allocated commitments, TMCR intends to sell an aggregate of 5,769,231 common shares at a purchase price of $13.00 per common share (the “PIPE Shares”). YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, has agreed to purchase 1,153,900 common shares in the offering. The PIPE Financing is conditional upon, and is expected to close concurrently with, or immediately prior to, the closing of the Transaction, subject to the satisfaction of applicable conditions. Completion of the Transaction is conditional upon, among other things, the Company satisfying a financing condition for the total purchase price of the transaction.

The offer and sale of the foregoing PIPE Shares will be made in a transaction not involving a public offering, and the PIPE Shares, when issued, will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or applicable state securities laws. The PIPE Shares were offered and sold in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to U.S. persons, and Regulation S of the Securities Act to non-U.S. persons. Accordingly, the PIPE Shares may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. TMCR has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Company is not a reporting issuer in any province or territory of Canada and thus can only offer securities in reliance on applicable exemptions from, or in transactions not subject to, the prospectus requirements of applicable Canadian securities laws. Any prospective purchaser of the Company’s securities understands that it may not be able to resell those securities except in accordance with limited exemptions available under applicable Canadian securities laws, and that the prospective purchaser is responsible for compliance with applicable resale restrictions.