Scully Royalty Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

Commission file number 001-04192

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

c/o Room 2103 Shanghai Mart Tower, 2299 Yan An Road West, Changning District, Shanghai China 200336

(Address of office)

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

There were 14,822,251 Common Shares of US$0.001 par value each issued and outstanding as at December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐ YES☒ NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐ YES☒ NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.◻ Item 17◻ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ YES☒ NO

April 30, 2025

DEAR FELLOW SHAREHOLDERS:

We are pleased to present the financial results of Scully Royalty Ltd. for the year ended December 31, 2024 and provide you with an update on recent corporate developments. All dollar amounts are in Canadian dollars unless otherwise provided.

Overview

The Company owns a royalty interest in the Scully iron ore mine located in the Province of Newfoundland and Labrador, Canada. This royalty rate entitles the Company to 7.0% of the revenue from iron ore shipped from the mine and 4.2% from shipments derived from tailings and other disposed material, with minimum payments of $3.25 million per annum.

i

Iron ore is a key raw material in steel production, making it essential for global economic development. Its demand and pricing are closely tied to the material needs of integrated steel producers. As steel produced via blast furnaces is subject to cyclical demand patterns, the iron ore market inherently experiences similar fluctuations.

Location of the Scully Iron Ore Mine

Key Ingredient for Green Steel

The Scully iron ore mine produces premium-grade ore with over 65% iron content and favorable characteristics, including low levels of contaminants such as silica, alumina, and phosphorous. Such high-grade iron ore with minimal impurities is highly valued by steelmakers worldwide, as it enhances both environmental and financial performance through more efficient raw material utilization, higher plant yields, and lower emissions. As a result, the Scully Mine’s high-quality concentrate plays a vital role in supporting the global shift toward “green” steel production. The mine is well-situated to address this growing demand because of, among other things:

Iron ore with 65% Fe content, such as the product from the Scully Iron Ore Mine, typically commands a premium over 62% Fe iron ore due to its superior quality. In 2024, the Platts 65% Fe index traded at an approximate 13% premium (US$14), with an average price of US$123 per tonne compared to US$109 per tonne for the Platts 62% Fe index.

ii

The following chart illustrates the premium between 65% Fe and 62% Fe Iron Ore:

Tacora Resources

In 2017, Tacora Resources Inc. (“Tacora”) acquired the mine and achieved several milestones, including completing a US$276 million financing and commencing operations at the mine in 2019. Tacora disclosed that the mine has a capacity of six million tonnes per annum and produces what is considered a premium iron ore product, with Fe content in excess of 65%.

Despite nearly four years of continuous production, Tacora filed for reorganization under the Companies’ Creditors Arrangement Act (“CCAA”) in October 2023. This decision was driven primarily by challenges related to over-indebtedness.

Tacora’s New Shareholders:

In September 2024, Tacora successfully emerged from CCAA proceedings as a significantly stronger entity. The company restructured with a reduced debt burden, a leaner operating cost profile, and a newly appointed, experienced management team. Most notably, Tacora gained the backing of a new consortium of well-capitalized shareholders, demonstrating a strong commitment to the long-term success and sustainability of the Scully Mine. The consortium of investors consists of (i) Cargill, (ii) Millstreet Capital Management, and (iii) O’Brien Staley Partners. The transaction involved a US$250 million equity injection, a significantly strengthened balance sheet, new senior management and a revised business plan.

Cargill is the largest privately held company in the United States in terms of revenue. Cargill, Incorporated is committed to providing food, ingredients, agricultural solutions, and industrial products to nourish the world in a safe, responsible, and sustainable manner. With 159 years of experience, Cargill partners with farmers and customers to source, make, and deliver products vital for living.

iii

Millstreet Capital Management LLC (“Millstreet” or the “Firm”) is a Boston based SEC-registered investment adviser. Millstreet invests on behalf of endowments, foundations and other institutional investors with the goal to compound superior absolute returns that are uncorrelated to traditional asset classes. The firm focuses on exploiting inefficiencies within the small-to-mid cap segment of the high yield and leveraged loan markets. Millstreet had assets under management of almost $3 billion as at December 31, 2023.

O’Brien-Staley Partners (“OSP”) operates across four discrete financial business strategies: alternative asset management, market-rate impact investing, nationwide loan servicing, and deposit management. Founded by Jerry O’Brien and Warren Staley in 2010, OSP is imbued with core credit and fundamental investing discipline, risk management, and governance that are hallmarks of their personal and professional brands. O’Brien Staley Partners had assets under management of almost $2 billion as at December 31, 2023.

Historical Mine Production

The following table sets forth the total iron ore products shipped from the mine from from the second half of 2019 through 2024:

iv

Production of iron ore at the Scully mine in 2024 was impacted by several factors, including wildfires in the Province of Newfoundland and Labrador during the summer months.

With the new shareholders in place, Tacora announced that it commenced a multi-year capital investment and ramp-up plan aimed at restoring the Scully Mine to its historic nameplate production capacity of six million tonnes per annum of high-grade iron ore concentrate. This initiative underscores Tacora’s commitment to optimizing operations and enhancing the mine’s long-term productivity.

Labrador Trough

The Scully Mine is located in the Labrador Trough, one of the world’s most resource-rich iron ore mining regions in eastern Canada. Renowned for its extensive high-grade iron ore deposits, including hematite and magnetite, the Labrador Trough offers exceptional long-term mining potential. The region benefits from well-developed infrastructure, such as railways and ports, enabling efficient transportation of ore to key global markets, including Asia, Europe, and the Middle East. Canada’s stable political environment and supportive regulatory framework further enhance the area’s appeal for sustainable and profitable mining operations.

Recent investment activity in the Labrador Trough is encouraging to the Eastern Canadian iron ore industry. For instance, Champion Iron Ore announced a $245 million investment from Nippon Steel and Sojitz for a minority stake in the Kami iron ore mine, located just six kilometers from the Scully Mine. This move underscores the strategic importance of high-grade iron ore assets in geopolitically stable regions and reflects the strong demand among global steel producers for reliable, premium-quality supply sources. These investments highlight the confidence in the Labrador Trough as a leading mining hub and further validate the Scully Mine’s position as a critical asset in the global iron ore market.

v

The Company prioritizes enhancing shareholder value and maximizing earnings and dividends from its iron ore royalty interest. As part of this commitment, the Company’s board of directors approved the implementation of a cash dividend policy, reinforcing its focus on delivering consistent returns to shareholders.

In December, we announced that we had resumed our cash dividend policy with the following dividend:

The declaration, timing, record date and payment of future dividends will depend on, among other things, royalty payments received, and the Company's Royalty operator’s financial condition and operating results.

As part of our ongoing strategy to streamline our operations and concentrate our efforts on our core asset - the Scully iron ore royalty - we previously announced that we have initiated a process to rationalize certain underperforming or non-core assets, and their associated liabilities, classified within our “All Other” segment. This strategic refocusing reflects our intent to simplify our corporate structure, reduce operating complexity, and unlock shareholder value by concentrating capital and management attention on our core asset.

As a result of this initiative, we determined that the criteria for classification as “held for sale” under IFRS 5 were met with respect to certain assets and related liabilities as at December 31, 2024. As a result, the assets and related liabilities relating to these businesses were classified as held for sale as at December 31, 2024. In aggregate, the assets held for sale represented approximately 20% (after impairment losses) of our consolidated total assets at December 31, 2024. These assets held for sale generated revenue from third parties of $9.0 million, loss before taxes of $3.3 million and a net loss of $4.5 million in 2024.

The following sets forth the assets held for sale and related liabilities as of December 31, 2024:

All intercompany assets and liabilities have been eliminated in connection with this classification. An impairment loss of $18.6 million was included in our consolidated statement of operations in 2024 in connection with the classification.

vi

As previously disclosed, we entered into an agreement to rationalize these assets and liabilities.This transaction is not expected to have any material impact on our net book value. Upon closing of the transaction as currently anticipated, we expect to recognize approximately $15 million of securities and approximately $55.4 million as an equity method investment.For illustrative purposes, if this transaction had closed on December 31, 2024, our shareholders’ equity would have remained at $302.3 million at such date.

Liquidity is a cornerstone of our business. We monitor our cash balances and overall liquidity position on a regular basis to ensure we have adequate financial and operational flexibility. We seek to maintain sufficient liquid assets and working capital at all times to fund our operations.

Included in our liquid assets are: (i) cash and cash equivalents, (ii) short-term securities, which are primarily comprised of government debt securities and term deposits; and (iii) receivables collectible in the ordinary course.

The following sets forth these liquid assets and working capital for December 31, 2024, June 30, 2024, and December 31, 2023:

In the ordinary course of managing our treasury, we monitor opportunities to increase the interest income we earn while maintaining a prudent risk profile and equivalent liquidity position. In 2024, we made the decision to invest in various term deposits and short-term government securities, which enhanced the yields on our liquid assets.Notwithstanding the reduction in our cash balance, our overall liquidity profile remained unchanged, as we maintain access to various liquidity facilities through our bank subsidiary that enable us to borrow against these short-term securities. As at December 31, 2024, there were no amounts drawn against these facilities. However, we may utilize them in the future should opportunities arise to generate adequate returns on a risk-adjusted basis.

vii

Our goal and ongoing initiative is to restructure the group in a manner that substantially reduces the discount between the market price of our common shares and our stated net book value per share.

In the past few years, we have made substantial progress toward this goal. Today, we more cleanly fit into iron ore royalty peers than ever before:

viii

A summary of our financial position at December 31, 2024 is as follows:

Revenue for 2024 decreased to $35.3 million from $54.9 million in the same period of 2023 mainly as a result of the disposition of our energy interests in March 2023 and decreased royalty income in 2024. Costs of sales and services decreased to $7.1 million in 2024 from $19.1 million in 2023, primarily as a result of a merchant banking gain included in costs of sales and services, a fair value gain on our investment property, and the disposition of certain energy assets in March 2023.

Selling, general and administrative expenses increased to $25.3 million in 2024 from $24.2 million in 2023 primarily due to the stronger Euro against the Canadian dollar and other expenses.

In 2024, we recognized a non-cash impairment loss of $18.6 million on assets held for sale in connection with the aforementioned rationalization transaction.

We recognized an income tax recovery (other than resource property revenue taxes) of $2.6 million in 2024, compared to an income tax expense (other than resource property revenue taxes) of $1.9 million in 2023. Excluding resource property revenue taxes, we paid $0.3 million in income tax in cash during 2024 and, in 2023, excluding resource property revenue taxes, we paid $0.4 million in income tax in cash during 2023. We also recognized a resource property revenue tax expense of $3.9 million in 2024, compared to $6.9 million in 2023.

In 2024, our net loss attributable to shareholders was $20.6 million, or $1.39 per share on a basic and diluted basis, compared to net income attributable to shareholders of $1.4 million, or $0.09 per share on a basic and diluted basis attributable to shareholders in 2023.

As at December 31, 2024, cash decreased to $19.1 million from $78.3 million as at December 31, 2023. The decrease was primarily the result of increased investments in securities and the classification of assets as held for sale.

ix

We had short-term securities of $23.5 million as at December 31, 2024 and $13.0 million as at December 31, 2023, which comprised of government and other securities.

Trade receivables and other receivables were $0.9 million and $40.7 million, respectively, as at December 31, 2024, compared to $1.9 million and $67.8 million, respectively, as at December 31, 2023.

We had bonds payable of $36.5 million as at December 31, 2024 and $36.1 million as at December 31, 2023. In 2024, the terms of these bonds were amended to extend their maturity date from August 2026 to August 2033 and increase the interest rate from 4.00% to 5.70% per annum.

As at December 31, 2024, we had deferred income tax liabilities of $51.5 million compared to $58.4 million as at December 31, 2023. These deferred income tax liabilities primarily relate to the difference in the tax basis and the carrying value of our iron ore royalty interest.

We welcome any questions you may have and looks forward to discussing our operations, results and plans with stakeholders. Further:

Respectfully Submitted,

​

Samuel Morrow

President, Chief Executive Officer

& Chief Financial Officer

x

Form 20-F