Metals Royalty Co Inc.

On or about August 21, 2026, The Metals Royalty Company Inc. (the “Company”) entered into convertible note subscription agreements (the “Subscription Agreements”) with certain institutional and accredited investors (the “Purchasers”), pursuant to which, on August 24, 2026, the Company issued and sold to the Purchasers $140,035,000 aggregate principal amount of its 8.00% Convertible Senior Secured Second Lien Notes due 2031 (the “Notes”) in a private placement (the “Notes Offering”), at an issue price of 95% of the principal amount thereof. Scotiabank and William Blair acted as placement agents for the Notes Offering. The Subscription Agreements contain customary representations, warranties and covenants of the Company and the Purchasers.

The Notes were issued pursuant to an indenture (the “Indenture”), dated as of August 24, 2026, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and as collateral agent. The Notes bear interest at a rate of 8.00% per annum, consisting of (i) from the issue date to but excluding September 15, 2027, cash interest at a rate of 6.00% per annum and interest payable in kind (“PIK Interest”) at a rate of 2.00% per annum, (ii) from September 15, 2027 to but excluding September 15, 2028, cash interest at a rate of 7.00% per annum and PIK Interest at a rate of 1.00% per annum, and (iii) from and after September 15, 2028, cash interest at a rate of 8.00% per annum. PIK Interest is payable through an increase in the principal amount of the Notes or the issuance of additional Notes. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2027. The Notes will mature on September 15, 2031, unless earlier converted, redeemed or repurchased.

The Notes are convertible at the option of the holders at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date at an initial conversion rate of 115.4401 common shares of the Company (“Common Shares”) per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $8.66 per Common Share, representing a premium of approximately 37.5% over the $6.30 reference price. Upon conversion, the Company will satisfy its conversion obligation in cash, Common Shares or a combination of cash and Common Shares, at its election. The conversion rate is subject to customary anti-dilution adjustments and to increase in connection with certain make-whole fundamental changes or if the Company delivers a notice of optional redemption or tax redemption, in each case as set forth in the Indenture. The Notes are not redeemable at the option of the Company prior to September 15, 2029, other than in connection with certain changes in Canadian withholding tax law. On or after September 15, 2029, the Company may redeem all or a portion of the Notes, subject to the satisfaction of certain liquidity conditions set forth in the Indenture relating to the resale registration statement described below, at a redemption price equal to 112.5% of the principal amount of the Notes to be redeemed (or 107.5% of such principal amount if the redemption date occurs on or after September 15, 2030), plus accrued and unpaid interest to, but excluding, the redemption date. If a fundamental change occurs, holders may require the Company to repurchase all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture also requires the Company to offer to repurchase Notes with the net proceeds of certain asset sales, in each case on the terms and subject to the conditions set forth in the Indenture.

The Notes are guaranteed by TMCR USA Holdings Inc. and TMCR USA Operations Inc., each a Delaware corporation, and TMCR Operations Inc., a British Columbia corporation (collectively, the “Guarantors”), and are secured, on a second-priority basis, by liens on substantially all of the assets of the Company and the Guarantors that secure the Credit Agreement described below on a first-priority basis, including a second-priority mortgage over the Mesabi royalty interests of TMCR USA Operations Inc. described below, subject to permitted liens and the terms of an intercreditor agreement among Macquarie Bank Limited, as first lien representative, the collateral agent for the Notes and the other parties thereto. The Indenture contains covenants that, among other things, limit the ability of the Company and its subsidiaries to incur additional indebtedness, create liens, make investments, enter into restrictive agreements, enter into transactions with affiliates, make restricted payments, consummate asset dispositions, enter into certain liability management transactions and consummate mergers, consolidations or sales of all or substantially all of their assets, and require the Company to maintain unrestricted cash of at least $5.0 million, tested as of the last day of each fiscal quarter, and, commencing with the fiscal quarter ending December 31, 2027, a minimum interest coverage ratio of 1.20 to 1.00, in each case subject to the exceptions, qualifications and cure rights set forth in the Indenture. The Indenture also contains customary events of default. If an event of default (other than certain events of bankruptcy or insolvency with respect to the Company or any of its subsidiaries) occurs and is continuing, EdgePoint Investment Group Inc., as noteholder representative under the Indenture, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare 100% of the principal of, and accrued and unpaid interest on, all of the Notes to be immediately due and payable, and upon certain events of bankruptcy or insolvency with respect to the Company or any of its subsidiaries, 100% of the principal of, and accrued and unpaid interest on, all of the Notes will automatically become immediately due and payable. Upon any such acceleration, the Notes will also become due and payable together with the premium that would have been payable had the Notes been redeemed at the option of the Company on the date of such acceleration. The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture (including the form of Note attached thereto), a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.