|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Metals Royalty Co Inc. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
(CUSIP Number) |
06/01/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
TMC the metals Co Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,923,077.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of Common Shares beneficially owned by the reporting person was calculated based on 63,048,943 Common Shares issued and outstanding as of August 10, 2026, as described in the issuer's Report on Form 6-K filed with the Securities and Exchange Commission on August 10, 2026.
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
Metals Royalty Co Inc. |
| (b) | Address of issuer's principal executive offices:
1900 Dome Tower, 333 7th Ave SW, Calgary, Alberta, Canada T2P 2Z1 |
| Item 2. | |
| (a) | Name of person filing:
TMC the metals company Inc., a publicly-traded corporation |
| (b) | Address or principal business office or, if none, residence:
1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, Canada V6E 2J3 |
| (c) | Citizenship:
The reporting person is a corporation formed under the laws of British Columbia, Canada |
| (d) | Title of class of securities:
Common Shares, without par value |
| (e) | CUSIP No.:
|
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
13,923,077 |
| (b) | Percent of class:
22.1 % %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
13,923,077 | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
13,923,077 | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|