Metals Royalty Co Inc.
For the period ended Aug 26, 2026. Filed Aug 26, 2026.
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Aug 26, 2026 · Filed Aug 26, 2026
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Contents
EX-99.3 · QUESTIONNAIRE
QUESTIONNAIRE
| 1. | Selling Securityholder Information: |
| (a) | Full legal name of the Selling Securityholder: |
| (b) | If the Registrable Securities listed in Item 3(b) below are held in certificated form and not “in street name,” state the full legal name of the registered holder through which the Registrable Securities listed in Item 3(b) below are held: |
| (c) | If the Registrable Securities listed in Item 3(b) below are held “in street name,” state the full legal name of the Depository Trust Company participant through which the Registrable Securities listed in Item 3(b) below are held: |
| (d) | Taxpayer identification or social security number of the Selling Securityholder: |
| 2. | Address and Contact Information for Notices to the Selling Securityholder: |
Telephone:
Fax:
Email Address:
Contact Person:
| 3. | Beneficial Ownership of Notes and Common Shares Delivered Upon Conversion of Notes: |
Check each of the following that applies to the Selling Securityholder.
| (a) | ¨ The Selling Securityholder owns Notes: |
Principal Amount:
CUSIP No(s). (If Any):
| (b) | ¨ The Selling Securityholder owns shares of Common Shares that were delivered upon conversion of the Notes: |
Number of Shares:
CUSIP No(s). (If Any):
| 4. | Beneficial Ownership of Other Securities of the Company: |
Except as set forth below in this Item 4, the Selling Securityholder is not the beneficial or registered owner of any securities of the Company other than the securities listed in Item 3 above.
Type and amount of other securities beneficially owned by the Selling Securityholder:
| Title of Security | Amount Beneficially Owned | CUSIP No(s). (If Any) |
|---|
| 5. | Relationships with the Company: |
| (a) | Has the Selling Securityholder or any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the Selling Securityholder) held any position or office or had any other material relationship with the Company (or any of their respective predecessors or affiliates) during the past three years? |
¨ Yes.
¨ No.
| (b) | If the response to (a) above is “Yes,” then please state the nature and duration of the relationship with the Company: |
| 6. | Plan of Distribution: |
Check the following box confirming the intended plan of distribution of the Registrable Securities:
| ¨ | The Selling Securityholder (including its donees and pledgees) does not intend to distribute the Registrable Securities listed in Item 3(b) above pursuant to the Resale Registration Statement except as follows (if at all): |
The Registrable Securities may be sold from time to time directly by the Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions. The Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (1) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale; (2) in the over-the- counter market; (3) otherwise than on such exchanges or services or in the over-the-counter market; or (4) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of the hedging positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out short positions or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities. Notwithstanding anything to the contrary, in no event will the methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company.
| 7. | Broker-Dealers and Their Affiliates: |
the Company may have to identify the Selling Securityholder as an underwriter in the Resale Registration Statement or related prospectus if:
| · | the Selling Securityholder is a broker-dealer and did not receive the Registrable Securities as compensation for underwriting activities or investment banking services or as investment securities; or |
| · | the Selling Securityholder is an affiliate of a broker-dealer and either (1) did not acquire the Registrable Securities in the ordinary course of business; or (2) at the time of its purchase of the Registrable Securities, had an agreement or understanding, directly or indirectly, with any person to distribute the Registrable Securities. |
Persons identified as underwriters in a Resale Registration Statement or related prospectus may be subject to additional potential liabilities under the Securities Act and should consult their legal counsel before submitting this Notice and Questionnaire.
| (a) | Is the Selling Securityholder a broker-dealer registered pursuant to Section 15 of the Exchange Act? |
¨ Yes.
¨ No.
| (b) | If the response to (a) above is “No,” is the Selling Securityholder an “affiliate” of a broker-dealer that is registered pursuant to Section 15 of the Exchange Act? |
¨ Yes.
¨ No.
For the purposes of this Item 7(b), an “affiliate” of a registered broker-dealer includes any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer.
| (c) | Did the Selling Securityholder acquire the securities listed in Item 3 above in the ordinary course of business? |
¨ Yes.
¨ No.
| (d) | At the time of the Selling Securityholder’s purchase of the securities listed in Item 3 above, did the Selling Securityholder have any agreements or understandings, directly or indirectly, with any person to distribute the securities? |
¨ Yes.
¨ No.
| (e) | If the response to (d) above is “Yes,” then please describe such agreements or understandings: |
| (f) | Did the Selling Securityholder receive the securities listed in Item 3 above as compensation for underwriting activities or investment banking services or as investment securities? |
¨ Yes.
¨ No.
| (g) | If the response to (f) above is “Yes,” then please describe the circumstances: |
| 8. | Nature of Beneficial Ownership: |
The purpose of this section is to identify the ultimate natural person(s) or publicly held entity(ies) that exercise(s) sole or shared voting or dispositive power over the Registrable Securities.
| (a) | Is the Selling Securityholder a natural person? |
¨ Yes.
¨ No.
| (b) | Is the Selling Securityholder required to file, or is it a wholly owned subsidiary of an entity that is required to file, periodic and other reports (for example, Forms 10-K, 10-Q and 8-K) with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act? |
¨ Yes.
¨ No.
| (c) | Is the Selling Securityholder an investment company, or a subsidiary of an investment company, registered under the Investment Company Act of 1940, as amended? |
¨ Yes.
¨ No.
| (d) | If the Selling Securityholder is a subsidiary of such an investment company, please identify the investment company: |
| (e) | Identify below the name of each natural person or entity that has sole or shared investment or voting control over the securities listed in Item 3 above: |
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