|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Metals Royalty Co Inc. (Name of Issuer) |
Common Shares, without par value (the "Shares") (Title of Class of Securities) |
02462A104 (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 Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
JMH Ventures LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00 | ||||||||
| 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)
3.27 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
HPI LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00 | ||||||||
| 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)
1.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
Hess GP LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000.00 | ||||||||
| 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)
1.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
The JBH Investment Trust | ||||||||
| 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
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
384,616.00 | ||||||||
| 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)
0.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
HESS JOHN B | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000.00 | ||||||||
| 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)
4.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
Kelly J. Engel | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,384,616.00 | ||||||||
| 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)
2.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP Number(s): | 02462A104 |
| 1 | Names of Reporting Persons
James I. Black III | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
384,616.00 | ||||||||
| 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)
0.63 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
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:
This Schedule 13G is filed by the persons listed below, all of which together are referred to herein as the "Reporting Persons."
(i) JMH Ventures LLC, a Delaware limited liability company ("JMHV"), with respect to the Shares held by it;
(ii) HPI LP, a Delaware limited partnership ("HPI"), with respect to the Shares held by it;
(iii) Hess GP LLC, a Delaware limited liability company ("Hess GP"), which is the general partner of HPI, with respect to the Shares held by HPI;
(iv) The JBH Investment Trust, a trust created under the laws of New York ("JBHIT"), with respect to the Shares held by it;
(v) John B. Hess, an individual ("Mr. Hess"), who is the sole manager of JMHV and the co-manager of Hess GP, with respect to the Shares held by each of JMHV and HPI;
(vi) Kelly J. Engel, an individual ("Ms. Engel"), who is the co-manager of Hess GP and the co-trustee of JBHIT, with respect to the Shares held by each of HPI and JBHIT; and
(vii) James I. Black III, an individual ("Mr. Black"), who is the co-trustee of JBHIT, with respect to the Shares held by JBHIT. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons other than Mr. Black is c/o HFO Holdings LLC, 1185 Avenue of the Americas, 40th Floor, New York, NY 10036. The address of the principal business office of Mr. Black is c/o Sullivan & Cromwell LLP, 125 Broad Street, New York, NY 10004. | |
| (c) | Citizenship:
The citizenship of each of JMHV, HPI, Hess GP and JBHIT is set forth above. Each of Mr. Hess, Ms. Engel and Mr. Black is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Shares, without par value (the "Shares") | |
| (e) | CUSIP Number(s):
02462A104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby for JMHV are held directly by JMHV. The Shares reported hereby for HPI are held directly by HPI. The Shares reported hereby for JBHIT are held directly by JBHIT. Hess GP, as the general partner of HPI, may be deemed a beneficial owner of such Shares held by HPI. Mr. Hess, as the sole manager of JMHV and the co-manager of Hess GP, in each case with voting and dispositive power, may be deemed a beneficial owner of the Shares held by each of JMHV and HPI. Ms. Engel, as the co-manager of Hess GP and the co-trustee of JBHIT, may be deemed a beneficial owner of such Shares held by each of HPI and JBHIT. Mr. Black, as the co-trustee of JBHIT, may be deemed a beneficial owner of such Shares held by JBHIT. | |
| (b) | Percent of class:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
The percentage of the class beneficially owned by each of the Reporting Persons was calculated based on 61,225,254 Shares issued and outstanding, as adjusted and approximated for the issuance of 6,164,141 Shares (as provided by the Issuer) in the PIPE Financing (as defined and reported in the press release attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on June 1, 2026). | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a)-(c) is set forth in Rows 5 through 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons may be deemed members of a group, within the meaning of Section 13(g)(3) of and Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, with respect to the Shares. The Reporting Persons neither disclaim nor affirm the existence of such a group. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) |