Exhibit 99.1

CERTAIN IDENTIFIED CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED BECAUSE THE INFORMATION IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

EXECUTION VERSION

ROYALTY purchase agreement

-between-

TMCR USA Operations Inc.,

The Metals Royalty company inc.,

Ironclad Royalties, LLC,

-and-

MESABI INVESTMENTS (USA) LLC

MAY 6, 2026

TABLE OF CONTENTS

ROYALTY PURCHASE agreement

this agreement is dated effective May 6, 2026 (the “Effective Date”),

BETWEEN:

TMCR USA OPERATIONS INC.

(the “Purchaser”)

AND:

The metals royalty company inc.

(the “Purchaser Parent”)

AND:

IRONCLAD ROYALTIES, LLC

(the “Vendor”)

AND:

MESABI INVESTMENTS (USA) LLC

(“MIUSA”)

WHEREAS:

NOW THEREFORE this agreement witnesses that in consideration of the covenants, representations and warranties and mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

Article 1
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

but does not include any information that:

In this Agreement, the rules of interpretation set forth below shall apply.

Unless specifically noted otherwise, all references to monetary amounts in this Agreement mean United States dollars.

The following schedules are attached to, and form an integral part of, this Agreement:

Schedule A – Purchased Royalty Agreement

Schedule B – Existing Royalty Agreement

Schedule C – Subscription Agreement

Schedule D – Tripartite Agreement

Schedule E – Vendor Disclosure Letter

Article 2
PURCHASE AND SALE OF ASSETS

The Closing shall occur pursuant to Section 2.1 on the Closing Date. The Closing shall take place remotely, with documents exchanged via e-mail or otherwise decided by legal counsel for each Party at such time as shall be agreed to by the Parties on the Closing Date.

The Purchaser shall be entitled to all rights of ownership, including revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Original Purchased Royalty from and after the Closing Date or, upon the consummation of the sale of the Additional Purchased Royalty, the Option Closing Date, and to all other income, proceeds, receipts, and credits Earned with respect to the Purchased Royalty on or after the Closing Date or, upon the consummation of the sale of the Additional Purchased Royalty, the Option Closing Date. The Vendor shall be entitled to all rights of ownership, including revenues, production, proceeds, income, accounts receivable, and products from or attributable to the Existing Royalty prior to the Closing Date, and to all other income, proceeds, receipts, and credits Earned with respect to the Existing Royalty prior to the Closing Date. “Earned” as used in this Agreement, shall be interpreted in accordance with generally accepted accounting principles (GAAP) standards.

The Purchaser and the Vendor hereby acknowledge and agree that the royalty interest purchased under this Agreement, shall be computed and on the terms as set forth in this Section 2.5 which are to be interpreted in a manner consistent with the Purchased Royalty Agreement and with the quarterly payment schedule set forth in both Section 2 and Schedule 2 of the Tripartite Agreement, and shall constitute and be no more than:

The Option Royalty Interest shall be computed on the following terms, which are substantially similar to those set forth in the Purchased Royalty Agreement but shall be computed accordingly for the Option Royalty Interest:

(i) Base Rate: Payable on a quarterly basis, 1.00% (of 8/8ths) gross revenue royalty from the on annual production of DR Grade Iron Ore Pellets from the Property in a volume of up to but not to exceed 8.5 MTPA in any Calendar Year (in an amount not lower than at least $1.50 per MT);

(ii) Overage Rate (above 8.5 MTPA): Upon the date on which the Overage Amount has been produced, then a royalty amount of 0.25% (of 8/8ths) on the gross revenue on production exceeding 8.5 MTPA in any Calendar Year (or not less than $0.375 per MT of such Overage Amount Produced), until the occurrence of the Option Step Down Date (as defined below); and

(iii) Step Down: On the Step Down Date, and for all production thereafter: (A) the rate set forth in Section 2.6(b)(i) above shall be reduced to 0.25% (of 8/8ths) (or at least $0.375 per MT); and (B) the rate set forth in Section 2.6(b)(ii) above shall be reduced to 0.0625% (of 8/8ths) (or not less than $0.09375 per MT of such Overage Amount Produced). For the avoidance of doubt, production volumes in excess of 8.5 MTPA in any Calendar Year shall not be eligible to count towards the volumes applicable to the rate set forth in Section 2.6(b)(i) above for the Option Royalty Interest and shall be payable only at the applicable rate set forth in Section 2.6(b)(ii) above.

The aggregate consideration payable by the Purchaser for the Option Royalty Interest (the “Option Exercise Price”) shall be: (i) $125,000,000 in cash (the “Option Cash Consideration”), less a credit of $15,000,000 in respect of the Transaction Deposit rolled over pursuant to Section 2.2(d), resulting in a net cash payment of $110,000,000 due and owing at the Option Closing (as defined below); plus (ii) the issuance of common shares in the capital of the Purchaser Parent, as directed by the Purchaser, pursuant to a supplemental subscription agreement on terms substantially similar to the Subscription Agreement and to be entered into by and between the Vendor and the Purchaser Parent, having an aggregate value of $7,500,000, valued at the same per-share price as the Share Consideration (the “Option Share Consideration”).

The Purchaser may exercise the Option by delivering a written notice of exercise to the Vendor (the “Option Exercise Notice”) prior to the Closing Date (the “Option Exercise Period”). The Option Exercise Notice shall (i) include a certificate by the Vendor certifying compliance with all terms required under this Section 2.6 to exercise such Option, including confirmation that the Option Cash Consideration is held in escrow subject to the Option Closing and (ii) confirm the Purchaser’s election to exercise the Option and to acquire the Additional Purchased Royalty, subject to the satisfaction of each condition in this Section 2.6, or the waiver thereof by the Vendor in its sole discretion, on or before the Option Outside Date.

If the Option is duly exercised pursuant to Section 2.6(d) of this Agreement, the closing of the purchase and sale of the Option Royalty Interest (the “Option Closing”) shall take place on a date to be mutually agreed by the Parties in writing (the “Option Closing Date”), provided such date shall be no later than forty-five (45) calendar days following the Closing Date (the “Option Outside Date”). The closing mechanics, deliverables and conditions set out in Article 5 and Article 6 of this Agreement shall apply mutatis mutandis to the Option Closing, and the Purchaser shall pay the Option Exercise Price (net of the Transaction Deposit set out in Section 2.2(d)) at the Option Closing. For greater certainty, if the Closing does not occur, an Option Exercise Notice shall be of no force and effect.

If: (i) the Purchaser fails to deliver the Option Exercise Notice prior to the expiry of the Option Exercise Period; or (ii) the Option is exercised but the Option Closing does not occur on or before the Option Outside Date for any reason other than the default of the Vendor pursuant to Section 3.1(c) (only in respect of the final sentence), 3.1(f), 3.1(g) or 3.1(h), the Option shall automatically and irrevocably lapse and terminate without further action by any Party and, in occurrences of either case (i) or (ii), the Option Exercise Notice shall be of no force and effect. Upon such lapse: (A) the Vendor shall retain the Option Royalty Interest free and clear of any obligation to the Purchaser arising from this Section 2.6 or otherwise; (B) this Agreement shall remain in full force and effect solely with respect to the relevant terms of the Purchased Royalty Agreement; and (C) unless a Deposit Refund Condition has occurred prior to the Option Closing Date, the Transaction Deposit shall be considered forfeited by the Purchaser and retained by the Vendor as liquidated damages, and therefore no refund of the Transaction Deposit shall be owed to the Purchaser by reason of the lapse or termination of the Option. If a Deposit Refund Condition occurs after Closing and prior to the Option Closing Date, Section 2.2(c) shall apply, mutatis mutandis

Each Party agrees that the representations and warranties set out in Article 3 and the covenants set out in Article 4 of this Agreement shall apply mutatis mutandis to the Option Royalty Interest and the transactions contemplated by this Section 2.6 as if references therein to the “Purchased Royalty” and the “Closing” were references to the Option Royalty Interest and the Option Closing, respectively.

Article 3
REPRESENTATIONS AND WARRANTIES

The Vendor hereby represents and warrants to the Purchaser and the Purchaser Parent as follows, and acknowledges that the Purchaser and the Purchaser Parent are relying upon the accuracy of these representations and warranties in connection with the entering into of this Agreement and the completion of the Transaction:

The Purchaser hereby represents and warrants to the Vendor as follows, and acknowledges that the Vendor is relying upon the accuracy of these representations and warranties in connection with the entering into of this Agreement and the completion of the Transaction:

The Purchaser Parent hereby represents and warrants to the Vendor as follows, and acknowledges that the Vendor is relying upon the accuracy of these representations and warranties in connection with the entering into of this Agreement and the completion of the Transaction:

Article 4
COVENANTS

From the Effective Date until the Closing Date, or if the Option has been exercised, the Option Closing Date, each of the Parties shall:

The parties hereby agree that the terms and conditions of this Section 4.3 shall apply mutatis mutandis to any Taxes resulting from the consummation of the purchase of the Additional Purchased Royalty.

The Vendor shall use commercially reasonable efforts to provide, only informational and operational, and in no way any financial, assistance in connection with the Equity and Debt Financing as the Purchaser Parent may reasonably request; provided, however, that (a) the Vendor shall not be required to take any action that would unreasonably interfere with its business operations or the business operations of any of its Affiliates, (b) the Vendor shall not be required to disclose any information that is subject to attorney-client privilege, the attorney work-product doctrine or any other applicable legal privilege, the disclosure of which would result in a waiver of such privilege, and (c) the Purchaser Parent shall provide the Vendor with a reasonable opportunity to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) any disclosures that the Purchaser Parent proposes to make to prospective investors in the Equity and Debt Financing with respect to information relating to the Vendor, MIUSA or any of their respective Affiliates, prior to any such disclosure being made. The Purchaser Parent shall promptly reimburse the Vendor for all reasonable out-of-pocket costs and expenses (including reasonable legal fees) incurred by the Vendor or any of its Affiliates in connection with providing assistance pursuant to this Section 4.7. The Vendor, nor any of its Affiliates or Representatives, shall have any liability to the Purchaser Parent, any participant in the Equity and Debt Financing, or any prospective investor in connection with any information provided pursuant to this Section 4.7, and the Purchaser Parent shall indemnify and hold harmless the Vendor and its Affiliates and Representatives from and against any Losses arising out of or relating to the use of any information provided pursuant to this Section 4.7 by any participant in the Equity and Debt Financing or any prospective investor.

From time to time, but no more than once per calendar year, the Purchaser may, upon reasonable advance written notice, request access during normal business hours to the Property and any associated facilities within the Vendor’s control in order to conduct a site visit. Notwithstanding anything to the contrary in this Agreement, in no event shall the Purchaser or its Representatives be permitted to conduct any invasive or subsurface sampling or testing of any environmental media at the Property.

The Parties acknowledge that the Purchaser or Affiliates of the Purchaser are or may become subject to Regulation S-K 1300 under the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934 or any other classification system for the reporting of mineral reserves and mineral resources, in each case as such classification may be in effect from time to time, or any successor instrument, rule or policy to any of the foregoing (the “Approved Standards”):

Upon written request by the Purchaser or Affiliates of the Purchaser, the Vendor shall use commercially reasonable efforts to:

Article 5
CLOSING Deliveries

On or prior to the Closing Date, the Purchaser and Purchaser Parent shall deliver or cause to be delivered to the Vendor the following, in form and substance satisfactory to the Vendor, acting reasonably:

On or prior to the Closing Date, the Vendor shall deliver or cause to be delivered to the Purchaser the following, in form and substance satisfactory to the Purchaser, acting reasonably:

On or prior to the Closing Date, the Purchaser Parent shall deliver or cause to be delivered to the Vendor the following, in form and substance satisfactory to the Vendor, acting reasonably:

Article 6
CONDITIONS OF CLOSING

Notwithstanding anything contained herein, the obligation of the Parties to complete the Transaction is subject to the fulfilment of the following conditions, which conditions are for the benefit of the Parties and may only be waived, in whole or in part, by both the Vendor and the Purchaser, in each case in their sole discretion, on or prior to the Closing Date:

Notwithstanding anything contained herein, the obligation of the Purchaser to complete the Transaction is subject to the fulfilment of the following conditions on or prior to the Closing Date:

The conditions contained in this Section 6.2 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in writing at any time.

Notwithstanding anything contained herein, the obligation of the Vendor to complete the Transaction is subject to the fulfilment of the following conditions on or prior to the Closing Date:

The conditions contained in this Section 6.3 are inserted for the exclusive benefit of the Vendor and may be waived in whole or in part by the Vendor in writing at any time.

Notwithstanding anything contained herein, the obligation of the Purchaser Parent to complete the Transaction is subject to the fulfilment of the following conditions on or prior to the Closing Date:

The conditions contained in this Section 6.4 are inserted for the exclusive benefit of the Purchaser Parent and may be waived in whole or in part by the Purchaser Parent in writing at any time.

Article 7
SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION

All provisions of this Agreement and of any other agreement, certificate or instrument delivered pursuant to this Agreement, other than the conditions in Sections 6.1, 6.2, 6.3 and 6.4 hereof, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any assignment documents or other documents of title and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for hereunder.

The Vendor shall indemnify the Purchaser Indemnified Parties and save them fully harmless against, and will reimburse them for, any and all Losses actually suffered arising from or resulting in any manner whatsoever to:

The Purchaser and the Purchaser Parent shall, jointly and severally, indemnify the Vendor Indemnified Parties and save them fully harmless against, and will reimburse them for, any and all Losses actually suffered arising from or resulting in any manner whatsoever to:

If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Losses in respect of which a right of indemnification is provided for under this Article 7, the Indemnified Party shall promptly give written notice thereof (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall specify whether the potential Losses arise as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether the potential Losses arise as a result of a claim directly by the Indemnified Party against the Indemnifying Party (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available):

For the avoidance of doubt, a Claim Notice may be delivered in respect of contingent or potential Losses that have not yet been finally determined or quantified, and the delivery of such Claim Notice shall be sufficient to preserve the Indemnified Party’s rights under this Article 7, provided that the Claim Notice describes the information set forth above.

(i) No individual Loss may be recovered from the Vendor pursuant to Section 7.2 unless the amount of such individual Loss exceeds [***] (the “De Minimis Amount”), and any individual Loss that does not exceed the De Minimis Amount shall not be aggregated with other Losses for the purposes of this Section 7.6(c).

(ii) No Losses (other than Losses below the De Minimis Amount) may be recovered from the Vendor pursuant to Section 7.2 unless and until the accumulated aggregate amount of Losses of the Purchaser Indemnified Parties arising pursuant to Section 7.2 (excluding any individual Loss below the De Minimis Amount) exceeds [***] (the “Basket”), in which event only the accumulated aggregate amount of all such Losses in excess of the Basket may be recovered, up to a maximum aggregate amount of [***] (the “Cap”) provided that, upon the exercise of the Option and the consummation of the purchase and sale of the Additional Purchased Royalty pursuant to Section 2.6, the Cap shall increase to a cumulative maximum aggregate amount of [***]. The Cap shall not apply to claims under Section 7.2(d) or Section 7.2(e), or claims to recover Losses based on fraud or intentional misrepresentation by the Vendor or MIUSA, but such claims, in the aggregate, may only be recovered up to a maximum of the Cash Consideration, but the Cap shall apply to all claims under Section 7.2(a), Section 7.2(b) Section 7.2(c) and Section 7.2(f) in the aggregate. Notwithstanding the foregoing: (i) if the Option is not exercised during the Option Exercise Period, the Basket shall be reduced to [***] or (ii) if the Option is exercised, but the Option Closing does not occur, the Basket shall be reduced to [***] at the Option Outside Date.

(iii) For the avoidance of doubt, the limitations set forth in this Section 7.6(c)(i) and (ii) above shall have no application to any claim to recover Losses resulting from fraud or intentional misrepresentation by the Vendor or MIUSA.

(i) No individual Loss may be recovered from the Purchaser pursuant to Section 7.3 unless the amount of such individual Loss exceeds the De Minimis Amount.

(ii) No Losses (other than Losses below the De Minimis Amount) may be recovered from the Purchaser pursuant to Section 7.3 unless and until the accumulated aggregate amount of Losses of the Vendor Indemnified Parties arising pursuant to Section 7.3 (excluding any individual Loss below the De Minimis Amount) exceeds the Basket, in which event only the accumulated aggregate amount of all such Losses in excess of the Basket may be recovered, up to a maximum of the Cap, provided that, the De Minimis Amount, the Basket and the Cap shall not apply to any claim to recover Losses based on fraud or intentional misrepresentation by the Purchaser or the Purchaser Parent.

Notwithstanding Section 8.8, each Party hereby accepts each indemnity in favor of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favor of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.

In the case of a Direct Claim, the Indemnifying Party shall have sixty (60) days from receipt of a Claim Notice in respect thereof within which to make such investigation as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate its right to be indemnified under this Article 7, together with all such other information as the Indemnifying Party may reasonably request. If the Parties fail to agree at or before the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof), the Indemnified Party shall be free to pursue such remedies as may be available to it.

The amount of any Losses which is subject to indemnification hereunder shall bear interest at the Prime Rate, calculated on a simple (non-compounding) basis, from and including the date on which such Loss is finally determined (whether by mutual agreement of the Parties, final non-appealable judgment, arbitral award or settlement) to but excluding the date reimbursement of such Losses by the Indemnifying Party is made, and the amount of such interest shall be deemed to be part of such Losses.

Each Indemnified Party and Indemnifying Party shall reasonably cooperate and assist each other in determining the validity of any claim for indemnity by an Indemnified Party and otherwise in resolving such matters. Such assistance and cooperation will include providing reasonable access to information, records and documents relating to such matters and furnishing employees to assist in the investigation, defense and resolution of such matters.

Article 8
MISCELLANEOUS

Each Party covenants and agrees that, from time to time subsequent to the Effective Date, it will, at the request and expense of the requesting Party, execute and deliver all such documents, and do all such other acts and things as the other Party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby, provided that any such request shall not impose any material additional obligations or cost on the other Party beyond those contemplated in the Agreement.

If to the Purchaser:

TMCR USA Operations Inc.

[***]

If to the Purchaser Parent:

The Metals Royalty Company Inc.

[***]

If to the Vendor:

Ironclad Royalties, LLC

[***]

or to such other address, individual or email address as may be designated by notice given by the applicable Party to the other.

This Agreement is not intended to, and will not be deemed to, create any partnership relationship between the Parties including, without limitation, a mining partnership or commercial partnership. Save and except as specifically provided herein, the obligations and liabilities of the Parties will be separate and not joint or joint and several, and neither Party will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of the other Party. Except as expressly set forth in this Agreement, nothing herein contained will be deemed to constitute a Party as the partner, agent or legal representative of the other Party.

Except as otherwise provided herein, each Party shall pay its respective expenses in authorizing, preparing, negotiating, executing and performing this Agreement and the Transaction (whether consummated or not), including all fees and expenses of its Representatives.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of: (i) the Purchaser, with respect to an assignment by the Vendor or (ii) the Vendor, with respect to an assignment by the Purchaser or the Purchaser Parent, except that the Purchaser may, without the consent of the Vendor, assign its rights and obligations under this Agreement to a wholly owned and U.S. incorporated Affiliate of the Purchaser Parent at any time prior to the Closing; provided, however, that no such assignment shall relieve the Purchaser or the Purchaser Parent of any of its obligations hereunder or enlarge, alter, or change any obligation of any other Party hereto.

This Agreement is for the sole benefit of the Parties and it is not intended to or shall not confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

No amendment, supplement, modification, or waiver of this Agreement and, unless otherwise specified or provided in this Agreement, no consent or approval by any Party, shall be binding unless executed in writing by the Party to be bound thereby.

This Agreement, together with the Schedules hereto, and any agreements or other documents required to be delivered pursuant to this Agreement constitute and set forth the entire agreement between the Parties in connection with the Transaction and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth herein and any document required to be delivered hereunder.

The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power, or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Party’s right thereafter to enforce any provision or exercise any right hereunder.

Time is of the essence in the performance of any and all of the obligations of the Parties, including, without limitation, the payment of monies.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision formed no part of this Agreement; and the remainder of this Agreement shall remain in full force and effect and shall not be affected by such provision or by its severance from this Agreement. In lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Agreement from which such provision was severed a provision as similar in terms and economic effect to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

This Agreement may be executed in any number of counterparts and any Party may deliver any such counterpart by electronic transmission. Each counterpart, when so executed and delivered, shall be deemed to be an original and all such executed counterparts taken together shall constitute one and the same instrument.

The Parties covenant and agree that they shall execute and deliver such amendments, supplements, modifications, and other instruments with respect to this Agreement and the other related agreements, including, if applicable, the Purchased Royalty Agreement, as may be reasonably necessary or appropriate from time to time to effectuate the exercise of the Option and purchase of the Option Royalty Interest and the purposes and intent hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

[Signature page to Royalty Purchase Agreement]

Schedule A

THIS INSTRUMENT IS DRAFTED BY:

Ironclad Royalties, LLC

17113 County Road 58

P.O. Box 25

Nashwauk, MN 55769

Attn: Jessica Nelson

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THE INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

CONVEYANCE OF ROYALTY INTERESTS

This CONVEYANCE OF ROYALTY INTERESTS (this “Conveyance”) is executed on the dates set out in the acknowledgments below, but effective for all purposes as of 12:01 a.m. local time on [●], 2026 (the “Effective Time”), and is made by Ironclad Royalties, LLC, a Delaware limited liability company, whose address is 17113 County Road 58, P.O. Box 25, Nashwauk, MN 55769 (the “Assignor”), to TMCR USA Operations Inc., a Delaware corporation, whose address is c/o Telos Legal Corp., 13 W. Main Street, P.O. Box 953, Felton, Delaware, 19943 (the “Assignee”), its successors and assigns. The Assignor and the Assignee are sometimes hereinafter referred to individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in that certain Royalty Purchase Agreement, dated as of May 6, 2026, among the Assignor, the Assignee and The Metals Royalty Company Inc. (as may be amended, supplemented or otherwise modified from time to time, the “Purchased Royalty Agreement”).

WHEREAS, Mesabi Metallics Company LLC, a Minnesota limited liability company (“MMC”), Mesabi Land 1 LLC, a Delaware limited liability company (“Mesabi Land”), and Miranda Mineral Resources, LLC, a Virginia limited liability company (“MMR”, and together with MMC and Mesabi Land, the “Landowners”), granted to the Assignor an undivided 4.0% (of 8/8ths) royalty interest in and to the Mineral Tracts, Burdened Leases and Lands (each as defined herein) pursuant to that certain Conveyance of Royalty Interests, effective as of June 30, 2025 (the “Existing Royalty Agreement”), and recorded in the Office of the County Recorder for Itasca County, Minnesota as Document A000795410 and in the Office of the Registrar of Title for Itasca County, Minnesota as Document T000072998;

WHEREAS, pursuant to the Purchased Royalty Agreement, the Assignor has agreed to sell, assign and convey to the Assignee the Conveyed Royalties (as defined below);

WHEREAS, this Conveyance is being executed and delivered concurrently with the closing of the transactions contemplated by the Purchased Royalty Agreement; and

WHEREAS, the Existing Royalty Agreement shall remain in full force and effect in respect of and as to all other royalties not conveyed herein (the “Retained Royalty”), and this Conveyance is not intended to amend, modify, supersede or otherwise affect the Existing Royalty Agreement except as set forth herein.

ARTICLE I.
CONVEYANCE

Section 1.1            Conveyance of Royalty Interests.

(a)            For $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

(i)            The Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto the Assignee, its successors and assigns, effective as of the Effective Time, a royalty interest as defined, and at the rates, set forth in Section 1.3 of this Conveyance in regards to and burdening (i) each of those certain fee mineral tracts described specifically on Exhibit “A” attached hereto (the “Mineral Tracts”), and (ii) all iron-bearing minerals, including taconite, magnetite, martite, hematite, goethite, or any other iron-bearing mineral (collectively, the “Minerals”) that may be produced hereinafter from or otherwise allocated to such Mineral Tracts (the “Fee Mineral Royalty”); and

(ii)            The Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto the Assignee, its successors and assigns, effective as of the Effective Time, an overriding royalty interest at the rates, set forth below in Section 1.3 of this Conveyance in regards to and burdening (i) each of those certain mineral leases and subleases described specifically on Exhibit “B” attached hereto and made a part hereof (the “Burdened Leases”) and the lands covered thereby (the “Lands”, and together with the Burdened Leases and Mineral Tracts, the “Royalty Properties”) and (ii) all Minerals that may be produced hereinafter from or otherwise allocated to such Burdened Leases and Lands (the “Overriding Royalty Interest” and together with the Fee Mineral Royalty, the “Conveyed Royalties”).

(b)            For the avoidance of doubt, it is understood and agreed that the percentage of the Conveyed Royalties shall be determined based on 100% (of 8/8ths) of (i) the full interest in each applicable Mineral Tract, Burdened Lease and Lands, and (ii) all Minerals that may be produced therefrom, in each case, notwithstanding the fact that the Landowners may not be entitled to 100% of such interest and all such Minerals. It is further understood and agreed that the Conveyed Royalties shall be subject to the terms of this Conveyance and shall be valued and paid as further described in Articles I, II and III of this Conveyance and the Annexes hereto.

(c)            Notwithstanding any term to the contrary herein, in no event shall the Conveyed Royalties include the Excluded Assets (as defined below). To the extent an asset is covered by the definition of a Conveyed Royalty and an Excluded Asset, the Parties agree that such asset shall be deemed an Excluded Asset.

(d)            For the avoidance of doubt, under no circumstance will the Conveyed Royalties ever equal or exceed the total royalties that would have been payable to the Assignor under the Existing Royalty Agreement prior to the execution and delivery of this Conveyance and prior to giving effect to any deduction under Section 2.2(e) of the Existing Royalty Agreement.

Section 1.2            Excluded Assets. Except as provided in the Purchased Royalty Agreement, the assignment and conveyance of the Conveyed Royalties shall exclude, and the Assignor reserves unto itself, the following assets and properties (the “Excluded Assets”):

(a)            all accounts receivable (or other amounts due and payable to the Landowners, the Assignor or their Affiliates), audit rights, claims and causes of action of the Assignor or its Affiliates (i) arising from acts, omissions, or events related to, or damage to or destruction of, the Royalty Properties occurring prior to the Effective Time, (ii) arising under or with respect to the Royalty Properties that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to the other Excluded Assets;

(b)            all rights, titles, claims, and interests of the Landowners, the Assignor or their Affiliates arising from acts, omissions or events related to, or damage to or destruction of, the Royalty Properties prior to the Effective Time, in each case, (i) under any policy or agreement of insurance or indemnity held by, or in favor of, the Landowners, the Assignor or their Affiliates, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards;

(c)            all claims of the Landowners, the Assignor or their Affiliates for refunds of, rights to receive funds from any Governmental Authority, or loss carry forwards or credits with respect to any taxes of the Assignor.

(d)            all Subject Minerals (as defined below) produced from or attributable to the Royalty Properties prior to the Effective Time and the proceeds therefrom;

(e)            all surface and other real property rights in and related to the Mineral Tracts and Lands owned or controlled by the Assignor or the Landowners other than the Conveyed Royalties;

(f)            except for the information and data provided to the Assignee and its Affiliates under the Purchased Royalty Agreement, all of the Assignor’s and its Affiliates’ books, files, records, information and data of any kind or character; and

(g)            all of Assignor’s or its Affiliates’ rights, titles, claims, and interests in and to any other properties (including mineral interests other than the Minerals, including oil and gas and other hydrocarbons produced or processed in association therewith) not specifically described or included in the definition of “Conveyed Royalties”; and

(h)            the Retained Royalty.

Section 1.3            Purchased Royalty. The Assignor and the Assignee hereby acknowledge and agree that the Conveyed Royalties shall be computed on the terms and rates as set forth in this Section 1.3:

(a)            On the gross revenue from annual production of DR Grade Iron Ore Pellets from the Royalty Properties in a volume up to but not exceeding 8.5 million metric tons per annum in any Calendar Year (for each such year, the “Base Royalty Annual Volumes” and the cumulative total volumes for all Base Royalty Annual Volumes, the “Total Base Royalty Volumes”), the Conveyed Royalties shall be defined as and be computed at, a rate equal to one percent (1% of 8/8ths, subject to the terms of Section 1.1(b) above) of gross revenue, subject to a minimum payment amount of $1.50 per metric ton of such Base Royalty Annual Volumes (the “Base Royalty Rate”).

(b)            On the gross revenue from annual production of DR Grade Iron Ore Pellets from the Royalty Properties in any Calendar Year in excess of 8.5 million metric tons per annum (such excess, the “Overage Amount Produced”), such portion of the Conveyed Royalties shall be defined and computed at a rate equal to one-fourth of one percent (0.25% of 8/8ths, subject to the terms of Section 1.1(b) above) of gross revenue, subject to a floor or minimum payment of $0.375 per metric ton for such Overage Amount Produced (the “Overage Royalty Rate”) in that Calendar Year.

(c)            On the date that the Total Base Royalty Volumes equals or exceeds 170 million metric tons (such date, the “Step Down Date”), for all times thereafter, (i) the Base Royalty Rate is reduced, and shall thereafter be computed at an amount equal to one-fourth of one-percent (0.25% of 8/8ths, subject to the terms of Section 1.1(b) above) of gross revenue, subject to a floor or minimum payment of $0.375 per metric ton for all Base Royalty Annual Volumes, and (ii) the Overage Royalty Rate applicable to all production above the Base Royalty Annual Volumes for each Calendar Year, shall also be reduced, and be computed thereafter at an amount equal to one-sixteenth of one-percent (0.0625% of 8/8ths, subject to the terms of Section 1.1(b) above) of gross revenue, subject to a floor or minimum payment of $0.09375 per metric ton.

(d)            For the avoidance of doubt, annual production volumes in excess of 8.5 million metric tons per annum of DR Grade Iron Ore Pellets shall neither count toward the Base Royalty Annual Volumes nor shall they be eligible for royalty payments at the Base Royalty Rate; such volumes shall only be paid at the Overage Royalty Rate.

(e)            The Assignee hereby agrees that, upon request of the Assignor on or after the occurrence of the Step Down Date, the Assignee shall promptly deliver any requested documentation to evidence the step down in royalty rates described under this Section 1.3, including any documentation requested to be notarized and recorded in the real property records of Itasca County, Minnesota.

(f)            Under no circumstances for any Calendar Year will the Conveyed Royalties ever exceed the total royalties payable to the Assignor under the Existing Royalty Agreement, prior to giving effect to any deduction under Section 2.2(e) of the Existing Royalty Agreement. “Calendar Year” in this Conveyance shall mean a consecutive twelve month period commencing on January 1 and ending on December 31 of the same year.

See attached Annex 1 for a Sample Calculation of the royalty rates for the Conveyed Royalties and Annex 2 for a chart that summarizes the Conveyed Royalties as set forth in Section 1.3. For the avoidance of doubt, upon and following the Step Down Date, the Assignee’s share of the royalties as described in Section 1.3 shall be permanently reduced in accordance with this Section 1.3(c), and the Assignor shall retain the difference between the Conveyed Royalty immediately before the Step Down Date and the Conveyed Royalty immediately after the Step Down Date (the “Royalty Differential”), and on the Step Down Date and thereafter, such Royalty Differential will become part of the “Retained Royalty”.

In the event of any dispute among the Parties regarding the royalty rates or the computation or calculation of royalty amounts under this Section 1.3, the Parties hereby agree to use good faith efforts to resolve such dispute prior to any other form of dispute resolution or legal proceeding.

TO HAVE AND TO HOLD the Conveyed Royalties hereby assigned unto the Assignee, its successors and assigns forever, subject to the definitions herein and the reduction in royalty rates for any Overage Amount Produced from and after the Step Down Date, and the other matters set forth herein. This Conveyance is, as to the Conveyed Royalties described herein, an absolute conveyance of a real property interest.

ARTICLE II.
CONVEYED ROYALTIES

Section 2.1            Renewals, Extension and Replacement.

(a)            The Conveyed Royalties shall be applicable to (i) the Lands; (ii) the Burdened Leases, and any renewal and/or extension of any Burdened Lease, each as set forth on Exhibit “B” hereto, taken by any Party, or its successors or assigns, within one year of the expiration, termination or release of any Burdened Lease; and (iii) any replacement New Mineral Lease Agreement (as defined below), in each case INSOFAR AND ONLY INSOFAR as any portion of such New Mineral Lease Agreement covers lands constituting or burdened by such predecessor Burdened Lease and is also conveyed to the Assignor under the Existing Royalty Agreement. The term “New Mineral Lease Agreement” shall mean a lease agreement taken by any Party, or its successors or assigns, subsidiaries, parents, or joint venture partners within one (1) year after the expiration of the primary term (or the extended/renewed primary term, as the case may be) of any Burdened Lease and covering any portion of the Lands covered by such Burdened Lease, regardless of the named lessor, bonus amount, royalty rate, lease terms and/or provisions, or lease coverage of additional lands and/or mineral interests.

(b)            If the Landowners take additional lease agreements in the Lands, and such lease agreements become part of the Existing Royalty Agreement, then the Conveyed Royalties herein assigned shall extend to any subsequently acquired mineral lease agreement or interest acquired through any such New Mineral Lease Agreement without further consideration.

Section 2.2            Valuation.

(a)            As used in this Conveyance, “Subject Minerals” means all Minerals produced from or attributable to the Royalty Properties.

(b)            As used in this Conveyance, “Royalty Minerals” means all Subject Minerals produced from or attributable to the Assignee’s Conveyed Royalties.

(c)            The Parties acknowledge and agree that, to the extent not taken in-kind by the Assignee: (i) the value of the Royalty Minerals cannot be realized until the Landowners remove, treat, retreat and pelletize (as applicable) and ship such Subject Minerals as iron ore pellets, iron ore concentrate, and/or unprocessed iron ore (collectively, the “Final Products”), pursuant to production, sales, purchase, exchange, or other marketing contract(s) pursuant to which the Final Products are ultimately sold to third parties; and (ii) the Assignor shall use commercially reasonable efforts to cause the Landowners to remove, treat, retreat and pelletize (as applicable) the Royalty Minerals and ship the resultant Final Products pursuant to production, sales, purchase, exchange, or other marketing contract(s) pursuant to which the Final Products are ultimately sold to third parties in order to realize the value of the Royalty Minerals for the benefit of the Assignee.

(d)            The Parties acknowledge and agree that, except to the extent the Assignee has elected to take any Royalty Minerals-in-kind, the value of the Royalty Minerals shall be the Mineral Royalty Amount as calculated pursuant to Annex 1, attached hereto and as modified to reflect the royalty rates set forth in Section 1.3, and which amount shall be payable by the Assignor to the Assignee as set forth in Section 3.1.

(e)            The Assignor shall be responsible for and bear all ad valorem, property, production, severance taxes, sales, use, and excise chargeable against the Conveyed Royalties.

Section 2.3            Right to Take In-Kind.

(a)            Upon 36 months’ prior written notice to the Assignor (who shall promptly deliver such notice to the Landowners under the Existing Royalty Agreement), and only to the extent not already committed under offtake or similar agreements, the Assignee may elect to take any Royalty as Minerals-in-kind, as Minerals so extracted (and, for the avoidance of doubt, not Final Products) at the mine pit and at the Assignee’s sole cost and expense. For the avoidance of doubt, the Assignee’s right to take Royalty Minerals-in-kind may be exercised on a lease-by-lease or tract-by-tract basis with respect to each of the Burdened Leases or Mineral Tracts.

(b)            If the Assignee elects to exercise its right to take any Royalty Minerals-in-kind:

(i)            such Minerals shall be tendered to, or otherwise made available to, the Assignee, and the Assignee shall accept and take possession of such Minerals, at the applicable mine pit and at the Assignee’s sole cost and expense; (ii) the Assignee shall be solely responsible for, and shall bear and pay, all costs and taxes other than as expressly set forth in Section 2.2(e) above at and after receipt of the Royalty Minerals directly or indirectly resulting from any taking in kind of the Royalty Minerals; (iii) between the Landowners and the Assignee, the Assignee shall be deemed to be in exclusive control and possession of all such Minerals from and after receipt of the Royalty Minerals; and (iv) the Assignor shall use commercially reasonable efforts to cause the Landowners to, at the Assignee’s sole cost and expense, make available to the Assignee upon at least 30 days’ prior written notice to the Landowners and during the Landowners’ normal business hours, the Landowners’ records in the possession of the Landowners relating to the Royalty Minerals that the Assignee has elected to take Minerals-in-kind to the extent reasonably necessary for the Assignee to take Minerals-in-kind and market such Minerals; provided, however, that in no event shall the Landowners be required to create or compose any records that are not in the possession of the Landowners nor shall the Landowners be required to provide any such records in any format other than the then-existing format.

(c)            To the extent it has the right to do so, the Assignor hereby agrees to use commercially reasonable efforts to cause the Landowners to grant to the Assignee, to the extent the Landowners have the right to do so upon the Assignee’s first election to take a Mineral-in-kind, a non-exclusive license over and across the roads constructed on the Lands and Mineral Tracts, and such lands pooled, communitized or unitized therewith for the sole and exclusive purpose of receiving, accepting and taking the Royalty Minerals at the applicable mine pit and at the Assignee’s sole cost and expense. This license may be terminated by the applicable Landowner as necessary to control access to the mine(s) and to comply with applicable laws, prudent operations, or safety requirements. To the extent the Assignee exercises its right to take any Minerals-in-kind, the Assignee covenants and agrees to indemnify, defend, release and hold harmless the Assignor and its Affiliates, the Landowners and their respective Affiliates, each lessor, surface owner, co-tenant and other working interest owners, and each of such Person’s respective shareholders, members, officers, directors, employees, agents, lenders, advisors, representatives, accountants, attorneys and consultants from and against all obligations, liabilities, claims, causes of action, and losses caused by, arising out of, attributable to or resulting from (i) the custody, possession, control, receipt, transportation, measurement, treatment and marketing of such Minerals from and after receipt of the Royalty Minerals and (ii) the Assignee’s access, ingress and egress from and over the Lands and Mineral Tracts, EVEN IF ANY SUCH OBLIGATIONS, LIABILITIES, CLAIMS, CAUSES OF ACTION AND DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT, ACTIVE, PASSIVE, COMPARATIVE OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY INDEMNIFIED PERSON OR ANY OF THE ASSIGNOR’S OR ANY LANDOWNER’S INVITEES OR THIRD PARTIES, BUT EXCLUDING DAMAGES CAUSED BY, ARISING OUT OF, ATTRIBUTABLE TO OR RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.

Section 2.4            Operation of the Burdened Leases, Lands and Mineral Interests.

(a)            The Assignee acknowledges that the Landowners may conduct and carry on, or may contract for, the exploration, development, maintenance and operation of the Royalty Properties in any manner they so desire, without regard to the Conveyed Royalties and without any liability to the Assignee. In addition, the Landowners may transfer and dispose of, and may take or omit to take any other action with respect to, all or any of the Royalty Properties from time to time in any such manner.

(b)            The Assignee acknowledges and agrees that the Landowners have the right (as granted under the Existing Royalty Agreement), without further approval by the Assignee, to pool the Conveyed Royalties, or portions thereof, with other lands or leases to form one or more pooled units. As to each pooled unit, the Conveyed Royalties shall be included as though in accordance with the terms of any applicable lease, pooling agreement or unit agreement, without reduction.

Section 2.5            Special Warranty of Title. The Assignor hereby represents and warrants good and defensible title to the Conveyed Royalties, and except as the Assignor has disclosed to the Assignee in the Purchased Royalty Agreement, the Conveyed Royalties are free and clear of all liens, encumbrances, security interests or other adverse claims, in each case arising by, through or under the Assignor, but not otherwise. Except as otherwise expressly set forth herein, this Conveyance is made without any warranty of title, express or implied, by the Assignor.

Section 2.6            Subrogation. The Assignee is specifically assigned, and subrogated to, those relevant portions of such warranties of title that the Assignor or its Affiliates may have received from their respective predecessors in interest (including the Landowners under the Existing Royalty Agreement) (but excluding all warranties of title purportedly made by the Assignor, its Affiliates, and any of their respective Representatives, other than those set forth in the Purchased Royalty Agreement and this Conveyance) to the extent applicable to the Conveyed Royalties, Burdened Leases, Lands and Mineral Tracts and to the extent the Assignor may legally assign such rights and grant such subrogation; provided, however, that (i) the Assignee shall notify the Assignor in writing if the Assignee intends to pursue a claim pursuant to this Section 2.6, (ii) the Assignor shall have 30 days from receipt of such notice from the Assignee to notify the Assignee whether the Assignor also intend to pursue a claim on the same or similar basis against a conveying Party or predecessor in interest and (iii) if the Assignor notifies the Assignee of its intent to pursue a claim on the same or similar basis against a predecessor in interest, the Assignee shall reasonably cooperate with the Assignor in pursuing any such claim.

ARTICLE III.
PAYMENTS AND REPORTING

Section 3.1            Time of Payment.

(a)            The Mineral Royalty Amount with respect to each calendar quarter shall be payable on or before the date that is 45 days following the end of such calendar quarter; provided that the Assignor shall use commercially reasonable efforts to cause payment to be made as soon as reasonably practicable following the end of such calendar quarter. All payments in respect of the Conveyed Royalties shall be made to the Assignee by electronic transfer to the Assignee’s account, details of which account shall be notified to both the Landowners and the Assignor by the Assignee in writing from time to time. The payment direction instructions between the Assignee and the Assignor in respect of the Purchased Royalty shall be as set forth in the Royalty Payment Direction Agreement entered into concurrently herewith among the Landowners, the Assignor and the Assignee (the “Payment Agreement”). The Assignee shall be responsible for delivering the Assignee’s account details and any updates thereto to the Landowners. Notwithstanding anything to the contrary herein, if, upon mutual written agreement of the Assignor and the Assignee, it is determined that the Assignor or any Landowner has overpaid the Assignee on any amounts due and owned to the Assignee hereunder, the Assignor or such Landowner shall be entitled to offset future payment amounts such Party owes to the Assignee hereunder or under the Payment Agreement.

(b)            On or before 20 days following the end of the applicable calendar quarter, the Assignor shall use commercially reasonable efforts to cause the Landowners to send to the Assignee (with a copy to the Assignor) a quarterly statement (a “Quarterly Statement”) in respect of the Conveyed Royalties setting forth, to the extent known (with the remainder to follow immediately once known):

(i)            the volumes of gross production from the Project (as defined in Annex 1) for the applicable quarter which shall include (i) the Final Product Shipments for such calendar quarter, (ii) the total Subject Minerals mined during such calendar quarter, and (iii) the total Ore Mined during such calendar quarter;

(ii)            all costs associated with the gross production reported in accordance with Section 1.3 and this Section 3.1; and

(iii)            a calculation of the proceeds payable in respect of the Conveyed Royalties associated with the gross production reported in accordance with Section 1.3 and this Section 3.1; provided that the initial Quarterly Statement shall include the information provided in this Section 3.1(b) for the period from the Effective Time through the end of the quarter to which such Quarterly Statement relates and provided further that each Quarterly Statement shall separately identify (i) the Base Royalty Annual Volumes and the royalty amounts payable thereon to each of the Assignor and the Assignee and (ii) any Overage Amount Produced and the royalty amounts payable thereon to each of the Assignor and the Assignee, together with reasonable supporting detail, all as more specifically set forth in the Purchased Royalty Agreement.

(c)            If any Landowner establishes a new mineral resource or mineral reserve on the Project, then after the Landowners make their first public disclosure with respect to the establishment thereof, the Assignor shall use commercially reasonable efforts to cause the Landowners to, upon written notice from the Assignee (with a copy to the Assignor), promptly provide to the Assignee any reports reasonably requested by the Assignee to the extent pertaining to such mineral resource or mineral reserve, but only to the extent such reports are already prepared for and provided to any lender or other third party. The Assignor shall use commercially reasonable efforts to cause the Landowners to deliver any such reports with the next Quarterly Statement to be delivered under Section 3.1(b) above.

Section 3.2            Annual Reports. The Assignor shall use commercially reasonable efforts to cause the Landowners to send to the Assignee (with a copy to the Assignor) within 45 days of each fiscal year end an annual report in respect of the Conveyed Royalties, setting forth in reasonable detail, to the extent known (with the remainder to follow immediately once known):

(a)            all material work, as determined by the Landowners in good faith, carried out by or on behalf of the Landowners in the previous year;

(b)            an outline of the Landowners’ proposed activities during the remainder of the then-current fiscal year;

(c)            a statement of mineral resources and mineral reserves;

(d)            projected operating and exploration expenditures and forecasts during such then-current year; and

(e)            an annual production forecast, budget and life of mine plan.

Section 3.3            Liquidated Damages. In the event the Landowners fail to timely remit or otherwise fail to make payments to the Assignee on account of the Conveyed Royalties, the Assignor shall use commercially reasonable efforts, in cooperation with the Assignee, to assist the Assignee in enforcing the remedies available under the Existing Royalty Agreement for the benefit of the portions of such royalty conveyed to the Assignee, and the Assignee shall be entitled to exercise, in the name of the Assignor, such remedies directly that are available to Assignor under the Existing Royalty Agreement or available to Assignor or Assignee under the Purchased Royalty Agreement.

ARTICLE IV.
TRANSFERS

Section 4.1            Generally. Except as provided in this Conveyance, no Party shall Transfer all or any part of the Conveyed Royalties, nor shall any Party delegate any of its rights or duties under the Purchased Royalty Agreement or this Conveyance, without the prior written consent of the other Party (and, in the case of a Transfer by the Assignee, the prior written consent of each Landowner) and any transfer or delegation made without appropriate consent shall be null and void; provided that, the Assignee may assign or transfer all or any part of the Conveyed Royalties, or delegate any of its rights or duties under the Purchased Royalty Agreement or this Conveyance, to a Permitted Transferee without the Assignor’s consent (but subject to prior notice to the Assignor and the Landowners pursuant to Section 4.3). The limitations set forth herein are intended to be and shall be considered covenants that run with the real property rights conveyed by the Conveyed Royalties and shall be binding upon the heirs, successors and assigns of the Conveyed Royalties. As used herein, “Permitted Transferee” shall mean any Person other than (a) a Person that owns or operates an iron-bearing mineral deposit, mine or processing facility in the State of Minnesota, or (b) a Person that has any Affiliates that own or operate, in each case, an iron-bearing mineral deposit, mine or processing facility in the State of Minnesota, provided, however, that in no event shall a Permitted Transferee nor shall any of its Affiliates (i) have been or be in a dispute with any Landowner or their respective Affiliates as of the date hereof to which a search of public records has shown such dispute or (ii) have been or be in a dispute with any Landowner or their respective Affiliates pursuant to which such potential Permitted Transferee or its Affiliates has filed such claim or such dispute against any Landowner or their respective Affiliates. Unless expressly agreed to in writing by the Parties, no permitted assignment of any Party’s rights or duties that is subject to the consent of the other Parties shall relieve or release the assigning Party from the performance of such Party’s rights or obligations hereunder and such assigning Party shall be fully liable to the other Parties for the performance of all such rights and duties. For the avoidance of doubt, nothing in this Section 4.1 shall be interpreted to require the consent of a Party in connection with the other Party’s change of control, merger, consolidation or stock sale. “Transfer” shall mean any direct or indirect sale, conveyance, assignment, lease, sublease or other transfer; provided, however, that in no event shall any mortgage, deed of trust, pledge, grant of lien or other security interest constitute a “Transfer”.

Section 4.2            Assignor Transfers. Notwithstanding anything herein to the contrary:

(a)            no Transfer by the Assignor of any interest in the Conveyed Royalties, or of its rights under this Conveyance will release or relieve the Assignor from its obligations hereunder with respect to any periods, or those obligations that accrued, prior to the effective time of such Transfer; and

(b)            for the avoidance of doubt, the Assignor shall be permitted to grant additional royalties and other burdens with respect to the Burdened Leases, Lands and Mineral Tracts after the date this Conveyance is filed in the relevant records of each applicable county in which the lands subject to the Burdened Leases are located, so long as any such royalties and other burdens do not diminish the rights of the Assignee with respect to the Conveyed Royalties and no Person receiving an assignment or grant of any such additional royalties and burdens shall assume or be liable for any obligations of the Assignor or the Landowners under this Conveyance.

Section 4.3            Assignee Transfers. Subject to the provisions of Section 4.1, the Assignee and its respective successors and assigns may Transfer, and nothing contained in this Conveyance will in any way limit or restrict the right of the Assignee or any such successor or assign to Transfer, any Conveyed Royalty, in whole or in part. Subject to the provisions of Section 4.1, no change of ownership or right to receive payment of any Conveyed Royalty, or of any part thereof, however accomplished, will be binding upon the Assignor, unless such change is otherwise permitted under this Conveyance, and until 15 days’ prior written notice thereof has been furnished by the transferor of such Conveyed Royalty to the Assignor, and then only with respect to payments thereafter made. Until such notice shall have been furnished to the Assignor as provided above, the payment or tender of all sums payable on the Conveyed Royalties may be made in the manner provided herein as if no such change in interest or ownership or right to receive payment had occurred.

ARTICLE V.
DISCLAIMERS OF WARRANTIES

Section 5.1            Notwithstanding anything to the contrary contained in this conveyance, except as and to the extent expressly set forth in the Purchased Royalty Agreement, the Purchased Royalty Agreement, or this conveyance and, in each case, any documents or instruments to be executed with respect thereto, the assignor makes no representations or warranties whatsoever, and disclaims all liability and responsibility for any representation, warranty, statement, or information made or communicated (orally or in writing) to the assignee (including any opinion, information, or advice that may have been provided to the assignee or its affiliates or representatives by any respective affiliate or representative of the assignor or by any investment bank or investment banking firm, any engineer or engineering firm, assignor’s counsel, or any other agent, consultant, or representative of the assignor). Without limiting the generality of the foregoing, except as and to the extent expressly set forth in the Purchased Royalty Agreement or this conveyance and, in each case, any documents or instruments to be executed with respect thereto, the assignor expressly disclaims and negates (and the assignee acknowledges such disclaimer) any representation or warranty, including any express, implied, at common law, by statute, or otherwise, relating to (a) the title to any of the royalty properties, (b) the condition of the royalty properties (including any implied or express warranty of merchantability, fitness for a particular purpose, or conformity to models or samples of materials), it being distinctly understood that the conveyed royalties are being sold “as is,” “where is,” and “with all faults as to all matters,” (c) any infringement by the assignor of any patent or proprietary right of any third party, (d) any information, data, or other materials (written or oral) furnished to the assignee by or on behalf of the assignor (including the existence or extent of minerals or the mineral reserves), the recoverability of such reserves, any product pricing assumptions and the ability to sell minerals after the effective time, (e) the environmental condition and other conditions of the royalty properties and any potential liability arising from or related to the royalty properties, (f) the existence of any prospect, recompletion, infill, or step-out drilling opportunities, and (g) any estimates of the value of the royalty properties, and (h) any forecast, estimate or knowledge of or about future production from the royalty properties.

Section 5.2            The assignee acknowledges that the royalty properties have been used for exploration, development, and production of certain subsurface mineral interests and that equipment and sites included in the royalty properties may contain or may be impacted by asbestos, norm or other hazardous materials. Norm may affix or attach itself to materials and equipment as scale or in other forms. The wells, materials, and equipment located on the lands covered by the burdened leases or included in the royalty properties may contain norm and other wastes or hazardous materials. Norm containing material and/or other wastes or hazardous materials may have come in contact with various environmental media, including air, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation, or disposal of environmental media, wastes, asbestos, norm and other hazardous materials from the royalty properties.

ARTICLE VI.
MISCELLANEOUS

Section 6.1            Governing Law. All real property issues under this Conveyance shall be governed by the laws of the State of Minnesota without regard to conflicts of laws principles, and all other matters involving or otherwise relating, in any respect, to this Conveyance shall also be governed by the laws of the State of Minnesota without regard to conflicts of laws principles. All of the parties hereto consent to the exercise of jurisdiction in personam by the state or federal courts covering Itasca county, Minnesota for any action arising out of this conveyance. All actions or proceedings with respect to, arising directly or indirectly in connection with, out of, related to, or from this conveyance shall be exclusively litigated in such courts described above having sites in Minnesota and each party irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this conveyance. Each party voluntarily, intentionally and irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this conveyance.

Section 6.2            Intent; Interest Conveyed; Covenant Running with the Land. It is the intent of the Parties hereto that, under and in accordance with the laws of the State of Minnesota and for all purposes, (a) the Conveyed Royalties conveyed hereunder are, and should be considered, interests in real property and (b) the covenants and obligations of the Assignor hereunder are, and shall be, and are intended to be covenants that run with the land as to the Conveyed Royalties, which are also interests in real property. The Assignor agrees that, if it were to become the debtor in a case filed under Chapter 11 of Title 11 of the United States Code at any time, it will endeavor not take any position in such a bankruptcy case that is contrary to or conflicts with the preceding sentence or take the position that the Conveyed Royalties (or any part thereof or rights therein) is a part of such Assignor’s bankruptcy estate. If it is determined for any reason that either clause (a) or clause (b) of the initial sentence of this Section 6.2 is not true and correct, the Parties agree to negotiate and enter into such reasonable modifications, supplements or replacements or restatements of this Conveyance as are reasonably required (but which do not change the economics or adversely affect the rights or increase the obligations of the Assignor or the Assignee under this Conveyance) to render this Conveyance a conveyance of interests in real property, and the covenants and obligations of the Assignor hereunder to be “covenants that run with the land” for all purposes as to the Royalty Properties, in each case, to the maximum extent possible under the laws of the State of Minnesota. The obligations of the Parties and their respective assignees and successors in interest hereunder shall survive the grant of this Conveyance and any assignment or transfer or conveyance of the interests of the Parties hereunder, whether in whole or in part.

Section 6.3            Audit. Except to the extent disclosure is restricted by third party agreement (provided that the Assignor will use commercially reasonable efforts, without the obligation to make any payments, to obtain the applicable consent with respect to the disclosure thereof), the Assignee shall have the right from time to time (but not more frequently than one time during a calendar year), and upon giving the Assignor 30 days’ written notice, to audit the records maintained by the Landowners and their applicable Affiliates with respect to the Royalty Minerals produced during the preceding two-year period, and all information with respect to the matters to be reported on by the Assignor as provided herein. Assignor shall use commercially reasonable efforts to facilitate such audit, including by requesting the Landowners make available such records in accordance with Section 6.3 of the Existing Royalty Agreement; provided that in no event shall an audit cover any specific revenue or expense item included in a prior audit conducted hereunder. The Assignee shall be solely responsible for the costs and expenses of conducting any audit hereunder. Such audits shall be conducted by a nationally recognized auditing firm and shall be conducted during normal business hours at the Landowners’ offices or at the offices where the Landowners maintain such records in such a manner so as to minimize disruption in the ongoing business and affairs of the Landowners and their Affiliates. If, as a result of any such audit, it is determined that any amount is due to the Assignee as a result of the failure of the Landowners to properly deliver the Royalty Minerals, or the Mineral Royalty Amount attributable thereto, the Assignee shall assert such shortfall(s) in writing to the Assignor, and the Assignor and the Assignee will use good faith efforts to resolve such proposed adjustments.

Section 6.4            Severability. If any provision of this Conveyance is held invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions of this Conveyance shall remain in full force and effect, and this Conveyance shall be reformed, construed and enforced so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Conveyance are fulfilled to the extent possible.

Section 6.5            Counterparts. This Conveyance may be executed and delivered (including by e-mail transmission) in one or more counterparts, each of which shall be deemed to be an original copy of this Conveyance and all of which, when taken together, shall be deemed to constitute one and the same agreement.

Section 6.6            Amendment. This Conveyance may be amended, restated, supplemented or otherwise modified only by an instrument in writing executed by the Assignor and the Assignee and expressly identified as an amendment, restatement, supplement or modification.

[Signature and Acknowledgment Pages Follow]

IN WITNESS WHEREOF, this Conveyance is executed on the dates set out in the acknowledgements below, but effective for all purposes as of the Effective Time.

ACKNOWLEDGEMENT

This instrument was acknowledged before me this                       day of                     , by                    , as the               of Ironclad Royalties, LLC, a Delaware limited liability company, on behalf of such company.

[Signature and Acknowledgment Page to Conveyance of Royalty Interests]

ACKNOWLEDGEMENT

This instrument was acknowledged before me this                      day of                       , by                    , as the               of TMCR USA Operations Inc., a [●], on behalf of such [corporation].

[Signature and Acknowledgment Page to Conveyance of Royalty Interests]

Exhibit “A”

Mineral Tracts

[Attached]

Exhibit “B”

Burdened Leases

[Attached]

Annex 1

Sample Calculation

As used in this Conveyance:

(a)            the Platts “65% Fe concentrate delivered Cost and Freight to Qingdao, China (US dollars per dry metric ton) (IOPRM00)” price index (the “65% Fe Iron Ore Price”) which number shall be multiplied by 68% (reflecting the expected pellet grade from the Assignor’s Project) divided by 65%; plus

(b)            the Platts “Direct Reduction 67.5% Fe Pellet Premium (US dollars per dry metric ton) (IODRP00)” price index (the “DR Grade Pellet Premium”); minus

(c)            the Platts “Tubarao, Brazil to Qingdao, China capesize (170,000 tons) shipping price index (US dollars per wet metric ton)” price index (the “C3 Index”);

provided further, except as specifically set forth above, to the extent that this Conveyance incorporates prices, rates or other information from a specific source or publication and that source or publication fails (whether due to market disruption events or otherwise) or ceases to publish such information, or ceases publication altogether without a successor publication, or changes the heading or format under which such information is published, or changes the source of information which it publishes under such heading or format, then such source shall be the same source as shall have been designated by the Landowners and the Assignor under the Existing Royalty Agreement as a mutually acceptable comparable and reasonable alternative source for the price per metric ton of Direct Reduction grade iron ore pellets (i.e., pellets with an iron grade of >67% Fe) exported from Brazil.

By way of example, if (i) the “Direct Reduction Pellet 67.5% Fe Free On Board Brazil (US dollars per dry metric ton) (IODBR00)” is no longer published by Platts, (ii) the 65% Fe Iron Ore Price is $100 per metric ton, (iii) the DR Grade Pellet Premium is $50 per metric ton, and (iv) the C3 Index is $20 per metric ton, then the Reference Iron Pellet Price would be $134.62 per metric ton (i.e., $100/t * (68% / 65%) + $50/t – $20/t).

Notwithstanding anything to the contrary herein, any pricing herein pursuant to a reference to a source or publication may vary from time to time.

Annex 2

Allocation of Royalty Payments Between the Assignor and the Assignee

Schedule B

[INTENTIONALLY OMITTED]

Schedule C

[INTENTIONALLY OMITTED]

SCHEDULE D

[INTENTIONALLY OMITTED]

SCHEDULE E

[INTENTIONALLY OMITTED]