The Metals Royalty Company Inc. (NASDAQ: TMCR) has secured a $165 million financing package to fund the acquisition of an additional 1.0% royalty in the Mesabi Metallics iron ore project in Nashwauk, Minnesota, alongside refinancing its existing senior term loan and supporting general corporate purposes.
The financing, expected to close on or about August 24, 2026, consists of two components. The first is a $140 million senior secured convertible notes offering, structured as second lien obligations with a five-year maturity. The notes carry a tiered coupon: 6.00% cash and 2.00% payment-in-kind in year one, 7.00% cash and 1.00% payment-in-kind in year two, and 8.00% cash annually thereafter. The initial conversion price is set at approximately $8.66 per share, a 37.5% premium to the reference price of $6.30 per share.
The second component is a $25 million senior secured term loan facility, ranking as first lien debt ahead of the notes. The loan carries an interest rate of Term SOFR plus 4.00% per annum and matures in 24 months, with a 12-month extension option. The lender will receive 500,000 common share purchase warrants at closing, exercisable at a 37.5% premium to the reference price over a five-year term.
The financing package is structured as private placements exempt from registration under the Securities Act of 1933. Concurrently, The Metals Royalty Company amended its purchase agreement with Ironclad Royalties LLC to increase the share consideration for the royalty acquisition to $27.5 million, reducing the cash component accordingly.
