The Metals Royalty Co Inc 2026年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(B)OR 12(G)OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscalyear ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D)OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from to OR Date of event requiring this shell company report Commission File Number: 001-42685 The Metals Royalty CompanyInc. (Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section12(b)of the Act: Securities registered or to be registered pursuant to Section12(g)of the Act: None Securities for which there is a reporting obligation pursuant to Section15(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 closeof the period covered by the annual report: As of December31, 2025, the issuer had 50,926,632 common shareswithout par value, outstanding. Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 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 Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or forsuch 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-acceleratedfiler, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ Accelerated filer☐ Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements includedin this filing: International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☒Other☐ U.S. GAAP☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statementitem the registrant has elected to follow. Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act). Yes☐No☒ TABLE OF CONTENTS Page FREQUENTLY USED TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PART I3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3. KEY INFORMATION3ITEM 4. INFORMATION ON THE COMPANY22ITEM 4A. UNRESOLVED STAFF COMMENTS49ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS49ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES60ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS70ITEM 8. FINANCIAL INFORMATION75ITEM 9. THE OFFER AND LISTING76ITEM 10. ADDITIONAL INFORMATION76ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABO