美国

证券交易委员会

华盛顿特区 20549

表格 10-Q

(标记一个)

☒根据1934年证券交易法第13或15(d)条款的季度报告。

截至2024年6月30日季度结束 2024年9月30日

或

☐根据1934年证券交易法第13或15(d)条款的过渡报告

过渡期从 在权利益分享区间内，

委员会档案编号： 001-39281

TMC 金属公司股份有限公司。

（依凭章程所载的完整登记名称）

不列颠哥伦比亚，加拿大		不适用

(成立地或组织其他管辖区)		(国税局雇主身份识别号码)


1111 West Hastings Street，15楼
温哥华, 不列颠哥伦比亚		V6E 2J3

(总部办公地址)		(邮递区号)

(888) 458-3420

(注册人电话号码，包括区号)

N/A

(如与上次报告不同，列明前名称、前地址及前财政年度)

根据法案第12(b)条规定注册的证券：

每种类别的名称	交易标的	每个注册的交易所名称

普通股，无面额	TMC	The 纳斯达克股票市场有限责任公司

每份可兑换的认股权证，每全数认股权证可行使一张股票普通股每份，每股行使价格为11.50美元	TMCWW	The 纳斯达克股票市场有限责任公司

请勾选以下项目，以判定在过去12个月(或更短期间，该注册人被要求提交报告)内所有根据1934年证券交易法第13条或第15(d)条要求提供报告的报告是否已经提交，并且该注册人在过去90天中是否受到提交报告的要求。 Yes ☒ 没有 ☐

在前12个月内（或公司需要提交这些文件的较短时间内），公司是否已通过选中标记表明已阅读并提交了应根据S-t法规第405条规定（本章第232.405条）提交的所有互动式数据文件？ Yes ☒ 没有 ☐

请勾选指示登记者是否为大型快速提交人、快速提交人、非快速提交人、较小的报告公司或新兴成长型公司。请参阅交易所法规120亿2条，了解「大型快速提交人」、「快速提交人」、「较小的报告公司」和「新兴成长型公司」的定义。



大型快速申报者☐	加速归档人	☐
非加速归档人 ☒	小型报告公司	☒
	新兴成长型企业	☒

如果一家新兴成长型公司，请用勾选标记表示该申报人已选择不使用根据证交所法案13(a)条款提供的任何新的或修订过的财务会计准则的延长过渡期。 ☐

在核准的名册是否属于壳公司（如股市法规第1202条所定义之意义）方面，请用勾选符号表示。是 ☐ 没有 ☒

截至2024年11月13日，登记者持有 324,262,652 常见的股份流通。

TMC 金属公司股份有限公司。

表格10-Q

截至2024年9月30日的季度周期


		页面

	关于前瞻性陈述的注意事项	3

第一部分	财务资讯	5

项目 1。	基本报表	5

	截至2024年9月30日及2023年12月31日的简化合并资产负债表（未经审计）	5

	2024年9月30日和2023年9月30日(未经审核)三个月和九个月的简明综合损益表	6

	2024年9月30日和2023年三个月和九个月（未经审核）控制项合并权益变动表	7

	截至2024年9月30日及2023年九月三个月，未经审核的综合现金流量表	9

	基本报表注脚（未经审计）	10

项目2。	管理层对财务状况和业绩的讨论与分析	24

项目3。	市场风险的定量和定性披露。	38

项目4。	内部控制及程序	39

第二部分	其他资讯	41

项目 1。	法律诉讼	41

项目1A。	风险因素	41

项目2。	股票权益的未注册销售和资金用途	45

项目3。	优先证券违约	45

项目4。	矿业安全披露	45

项目5。	其他资讯	45

第6项。	展品	46

签名		47

在此第10-Q表格的季度报告中，"我们"，"我们"，"我们的"，"公司"和"TMC"指的是TMC金属公司及其子公司。TMC根据加拿大不列颠哥伦比亚省的法律成立。公司的普通股和购买普通股的公开认股权证在纳斯达克全球精选市场（"纳斯达克"）上交易，分别以"TMC"和"TMCWW"为代号。

关于前瞻性陈述的警示性声明

此第10-Q表格的季度报告包括根据1933年修订版的《证券法》第27A条和根据1934年修订版的《交易法》第21E条，涉及未来事件、我们的未来业务运营或财务表现，或我们的计划、策略和前景的前瞻性声明。这些声明基于我们管理团队的信念和假设。尽管我们认为我们计划、意图和期望反映或暗示在这些前瞻性声明中都是合理的，但我们无法保证能实现这些计划、意图或期望。前瞻性声明本质上受到风险、不确定性和假设的影响。通常，非历史事实的声明，包括关于可能或假定的未来行动、业务策略、事件或表现的声明，属于前瞻性声明。这些声明可能在之前、之后或包含"相信"、"估计"、"预期"、"项目"、"预测"、"可能"、"将"、"应该"、"寻求"、"计划"、"计划内"、"预期"或"打算"或这些术语的否定，或其他意图识别关于未来的声明的相应术语，尽管不是所有前瞻性声明都包含这些识别词语。本季度第10-Q表格中包含的前瞻性声明，但不限于以下内容：

●

海底多金属结核收集和处理的商业和技术可行性；

●

我们和我们的合作伙伴的发展和运营计划，包括关于多金属结核的计划用途，结核将如何获取和处理，预期的环境、社会和治理影响，以及我们评估这些影响的计划的时间和范围，包括我们收到开采合同和商业化计划的时间和期望；

●

电池金属和电池阳极原料，铜阳极和锰矿的供应和需求；

●

电池金属和电池阳极原料，铜阳极和锰矿的未来价格；

●

国际深海床管理局（ISA）最终开发法规的时机和内容，将为太平洋克拉丽昂-克利泊顿区域（CCZ）中多金属结核的开发创造法律和技术框架；

●

政府对深海底矿物提取的规范以及矿业法律和法规的变化；

●

开发和部署设备以收集和运送海洋中的多金属结核，在海上处理此类结核时所面临的技术、运营、环境、社会和治理风险，以及在陆地上处理此类结核的风险；

●

潜在收入的来源和时间，以及估计未来生产量的时间和金额、生产成本、其他支出、资本支出和额外资本需求；

●

营运活动提供的现金流量;

●

我们合作伙伴在我们主要战略关系下的预期活动;

●

我们手头现金的充裕程度，我们最近宣布的注册直接认购的预期收入以及在与Allseas Group S.A.相关的公司以及与ERAS Capital LLC / Gerard Barron签署的信贷协议的借款能力，以满足我们营运资金和资本支出的需求，对额外融资的需求以及我们继续作为经营实体的能力;

●

我们最近进行的注册直接认购;

●

我们未来筹集资金的能力、任何此类融资的性质以及我们对此的计划；

●

我们所参与的任何诉讼；

●

保险覆盖的索赔和限制；

●

我们减轻内部控制在财务报告中重大弱点的计划；

●

我们基本报表的重述；

●

地质、冶金和岩土工程的研究和意见；

●

涉矿概念的评估以及我们界定和声明储量评估的能力；

●

我们作为新兴成长公司、非报告的加拿大发行者以及被动国外投资公司之地位；

●

制造行业风险；

●

对关键管理人员和执行官的依赖；

●

超出我们控制范围的政治和市场条件；

●

疫情对我们的业务影响；以及

●

我们的财务绩效。

这些前瞻性陈述是基于截至本季度报告的日期（以10-Q表格提交）可用的信息，以及当前的预期、预测和假设，涉及多项判断、风险和不确定性。重要因素可能导致实际结果、表现或成就与前瞻性陈述所指示或暗示的结果有重大差异，这些前瞻性陈述如在2023年12月31日结束的年度报告的第一部分1A项下的“风险因素”标题所述，该年度报告于2024年3月25日向证券交易委员会（“SEC”）提交，并于2024年4月18日修订（“2023年度报告10-K”），以及在我们向SEC提交的后续档案中的更新和/或补充，包括我们于2024年8月14日向SEC提交的截至2024年6月30日的季度报告（10-Q表格），以及此季度报告（10-Q表格）。这些风险并非详尽无遗。新的风险因素会不时出现，且无法预测所有这些风险因素，亦无法评估所有这些风险因素对我们业务的影响或任何因素或因素组合可能使实际结果与任何前瞻性陈述所包含的结果有重大差异的程度。前瞻性陈述并非绩效的保证。您不应过度依赖这些陈述，这些陈述仅在本日期的情况下有效。所有归因于我们或代表我们行事的人的前瞻性陈述均明确以上述警告性陈述的全部内容为条件。我们无需公开更新或修订任何前瞻性陈述，无论是因为新信息、未来事件还是其他原因，除非法律要求。

第一部分 – 财务资讯

项目 1。基本报表

TMC 金属公司有限公司。

简明合并资产负债表

(以千美元为单位，除股份数外)

(未经审计)


		截至		截至
		九月三十日，		十二月三十一日，
资产	注	2024		2023
当前
现金		$	360	$	6,842
应收帐款和预付款			2,557		1,978
			2,917		8,820
非当前
勘探合同			43,150		43,150
租赁资产	6		4,291		5,721
设备			854		1,133
软件			1,868		1,643
投资	7		8,232		8,429
			58,395		60,076

总资产		$	61,312	$	68,896

负债
当前
应付帐款及应计负债			48,065		31,334
短期债务	6,14		9,175		—
			57,240		31,334
非当前
递延所得税负债			10,675		10,675
版税负债	7		14,000		14,000
warrants负债	10		866		1,969
			25,541		26,644

负债合计		$	82,781	$	57,978

权益
普通股（无限制的股份， no 面值-已发行： 324,131,896 （2023年12月31日 – 306,558,710))			463,366		438,239
A类 - J特别股份			—		—
额外资本赠与金			131,152		122,797
累积其他全面损失			(1,203)		(1,216)
赤字			(614,784)		(548,902)
总股本			(21,469)		10,918

总负债及股东权益		$	61,312	$	68,896

业务性质 （注1）

或有负债 (附注15)

随后发生的事件 (附注17)

附注是这些未经审计的简明综合财务报表的一个组成部分。

TMC 金属公司有限公司。

综合损益简明合并财务报表

(以美元千元为单位，除了股份和每股金额)

(未经审计)


		Three months ended				截至九个月的期间
		九月三十日，				九月三十日，
	注	2024		2023		2024		2023
营运费用
勘探及评估支出	8	$	11,813	$	7,905	$	42,339	$	23,172
一般及行政费用			8,149		4,613		22,600		15,958
营运亏损			19,962		12,518		64,939		39,130

其他项目
权益法投资损失	7		58		119		197		475
认股权负债公平价值变动	10		(1,054)		(117)		(1,103)		1,214
汇率期货亏损（收益）			946		14		596		66
利息收入			(7)		(319)		(125)		(1,092)
借款和信贷设施的费用和利息	6,14		615		252		1,378		529

本期净亏损		$	20,520	$	12,467	$	65,882	$	40,322

每股基本和稀释净损失		$	0.06	$	0.04	$	0.21	$	0.14

基本和稀释后的普通股加权平均数			323,663,607		294,636,496		318,710,622		282,745,892

附注是这些未经审计的简明综合财务报表的一个组成部分。

TMC 金属公司有限公司。

综合收益变动表

(以千美元计算，除股票数量外)

(未经审计)


										累积的
	普通股							追加		其他
				优先股		特别会议		已付入		综合
2024年9月30日结束的三个月	股份		金额	股份		股份		Capital		亏损		赤字		总计
保持分红策略一致，重点是保留营运活动产生的重要净现金流供再投资之用	322,241,883	$	460,573	$	—	$	—	$	125,300	$	(1,216)	$	(594,264)	$	(9,607)
限制性股份单位的转换，扣除为税款代扣的股份（附注11）	188,293		384		—		—		(384)		—		—		—
根据市场发行股权分配协议所发行的股份（注释12）	1,617,000		2,279		—		—		—		—		—		2,279
行使期权（注释11）	84,720		130		—		—		(76)		—		—		54
以股份为基础的补偿及以权益结算的费用（附注11）	—		—		—		—		6,312		—		—		6,312
外币翻译调整	—		—		—		—		—		13		—		13
本期净亏损	—		—		—		—		—		—		(20,520)		(20,520)
2024年9月30日	324,131,896	$	463,366	$	—	$	—	$	131,152	$	(1,203)	$	(614,784)	$	(21,469)


										累计资产
	普通股							追加		其他
				优先股		特别会议		Paid in		综合
2023年9月30日结束的三个月	股份	金额		股份		股份		资本		损失		赤字		总计
2023年7月1日	281,136,415	$	345,775	$	—	$	—	$	188,722	$	(1,216)	$	(502,976)	$	30,305
行使股票期权	120,000		144		—		—		(67)		—		—		77
Allseas行使warrants	11,578,620		70,016		—		—		(69,900)		—		—		116
发行的股份给Allseas	4,150,000		6,516		—		—		—		—		—		6,516
受限股份单位的转换，扣除因税而保留的股份	183,281		299		—		—		(299)		—		—		—
经费扣除后，注册直接发售的股份及warrants之发行	7,961,540		11,349		—		—		3,179		—		—		14,528
以股份为基础的补偿及以权益结算的支出	—		—		—		—		2,533		—		—		2,533
本期净亏损	—		—		—		—		—		—		(12,467)		(12,467)
2023年9月30日	305,129,856	$	434,099	$	—	$	—	$	124,168	$	(1,216)	$	(515,443)	$	41,608

附注是这些未经审计的简明综合财务报表的一个组成部分。

TMC 金属公司有限公司。

综合收益变动表

(以千美元计算，除股份金额外)

(未经审计)


										累积的
								追加		其他
	普通股			优先股		特别会议		Paid in		综合
截至2024年9月30日止的九个月	股份	金额		股份		股份		资本		亏损		赤字		总计
2024年1月1日	306,558,710	$	438,239	$	—	$	—	$	122,797	$	(1,216)	$	(548,902)	$	10,918
经费净额之股份及warrants发行（注9）	4,500,000		7,447		—		—		1,553		—		—		9,000
限制性股票单位的转换，扣除为税款扣留的股份（附注11）	9,078,432		10,869		—		—		(10,869)		—		—		—
根据市场发行股本分配协议（注12）发行的股份	3,251,588		4,866		—		—		—		—		—		4,866
行使股票期权（注释11）	715,772		1,891		—		—		(1,428)		—		—		463
根据员工分享计划购买分享（备注11）	27,394		54		—		—		(30)		—		—		24
以股份为基础的薪酬及以股本结算的费用（注11）	—		—		—		—		19,129		—		—		19,129
外币翻译调整	—		—		—		—		—		13		—		13
本期净亏损	—		—		—		—		—		—		(65,882)		(65,882)
2024年9月30日	324,131,896	$	463,366	$	—	$	—	$	131,152	$	(1,203)	$	(614,784)	$	(21,469)


										累积的
								追加		其他
	普通股			优先股		特别会议		Paid in		综合
2023年9月30日结束的九个月	股份	金额		股份		股份		资本		亏损		赤字		总计
2023年1月1日	266,812,131	$	332,882	$	—	$	—	$	184,960	$	(1,216)	$	(475,121)	$	41,505
行使股票期权	120,000		144		—		—		(67)		—		—		77
Allseas行使warrants	11,578,620		70,016		—		—		(69,900)		—		—		116
发行给Allseas的分享	15,000,000		15,910		—		—		—		—		—		15,910
限制性股份单位的转换，扣除用于税款的股份	3,573,993		3,704		—		—		(3,674)		—		—		30
在登记直接发售下发行股份及warrants，扣除费用后的净额	7,961,540		11,349		—		—		3,179		—		—		14,528
根据员工分享计划购买股份	83,572		94		—		—		(45)		—		—		49
以股份为基础的补偿及以股本结算的费用	—		—		—		—		9,715		—		—		9,715
本期净亏损	—		—		—		—		—		—		(40,322)		(40,322)
2023年9月30日	305,129,856	$	434,099	$	—	$	—		124,168	$	(1,216)	$	(515,443)	$	41,608

附注是这些未经审计的简明综合财务报表的一个组成部分。

TMC 金属公司有限公司。

简明合并现金流量量表

(以美元千元计)

(未经审计)


		九个月截至		九个月截至
		九月三十日，		九月三十日，
	注	2024		2023
现金提供者（使用者）

营运活动
本期亏损		$	(65,882)	$	(40,322)
不影响现金的项目:
摊销			280		262
租赁费用	6		1,430		318
信贷设施上应计利息	6,14		150		—
以股权解决的股份报酬和支出	11		19,129		9,715
股权投资损失	7		197		475
调整认股权负债公允价值	10		(1,103)		1,214
未实现汇率期货收益			(334)		(24)
营运资本变动：
应收款项及预付款			(580)		(2,393)
应付帐款及应计负债			17,036		(13,633)
经营活动所用的净现金			(29,677)		(44,388)

投资活动
设备和软体的收购			(465)		(175)
投资活动中使用的净现金			(465)		(175)

融资活动
来自注册直接发行的收益	9		9,000		15,723
支出支付以进行注册直接供应	9		(142)		(779)
自自动柜员机发行股份所得款项	12		4,866		—
信贷设施动用收益	14		4,175		—
与Allseas联属公司动用贷款收益	6		2,000		—
与Allseas Affiliate还款贷款	6		(2,000)		—
与Allseas借款提款所得	6		5,000		—
信贷额度支取利息	14		(73)		—
低碳版税投资收益			—		5,000
员工股票计划收益	11		24		49
行使股票期权所得	11		463		77
Allseas行使认股权的收益			—		116
股份发行所得			—		30
筹资活动提供的净现金			23,313		20,216

现金减少		$	(6,829)	$	(24,347)
汇率变动对现金的影响			347		24
期初现金			6,842		46,876
期末现金		$	360	$	22,553

附注是这些未经审计的简明综合财务报表的一个组成部分。

Table of Contents

TMC the metals company Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)

(Unaudited)

1.Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019, and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 1111 West Hastings Street, 15^th Floor, Vancouver, British Columbia, Canada, V6E 2J3. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.

The Company is a deep-sea minerals exploration company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production.

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or private contractors sponsored by a sovereign state. The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 square kilometers in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 square kilometers in the CCZ (“TOML Area”). Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 square kilometers in the CCZ (“Marawa Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered a services agreement (the “Marawa Services Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner and investor, Allseas Group S.A. (“Allseas”), to deliver a system to collect, lift and transport nodules from the seafloor to shore that meets the requirements of an early commercial production system (Note 6). In November 2023, the Company entered into a binding Memorandum of Understanding (“MoU”) with Pacific Metals Co Ltd (PAMCO) of Japan pursuant to which PAMCO committed to complete a feasibility study whereby it would process nodules at its existing facilities and produce two products: nickel-copper-cobalt alloy, an intermediate product used as feedstock to produce lithium-ion battery cathodes, and a manganese silicate product used to make silico-manganese alloy, a critical input into steel manufacturing.

The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules at commercial scale, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.

Table of Contents

TMC the metals company Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)

(Unaudited)

2.Basis of Presentation

These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a routine recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2024 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2023. The Company has applied the same accounting policies as in the prior year, except as disclosed below.

Comparative figures reported in the Condensed Consolidated Balance Sheet, for software development costs and equipment, and figures reported in the Condensed Consolidated Statements of Cash Flows, for expenses settled with equity and changes in working capital have been reclassified to conform to the current period’s presentation.

3.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including the valuation of incentive stock options (Note 11), the valuation of Class A warrants (Note 10) as well as the valuation of private warrants (Note 10), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6). Actual results could differ materially from those estimates.

4.Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

TMC金属公司股份有限公司。

附注至简明综合财务报表

(以千美元为单位，除非另有说明，否则以每股及每股金额计算)

（未经审计）

总共有 2024财年没有记录减值损失。 2024年和2023年9月30日结束的三个月和九个月期间在公允价值计量等级之间的转移。

截至2024年9月30日和2023年12月31日，现金、应收款项及应付账款和应计负债的账面价值均接近其公允价值，原因是这些工具的短期特性。金融工具还包括特许权使用费负债及公司发行的Warrants。这些Warrants（注释10）和特许权使用费负债（注释7）以公允价值计量。

5.最近发布和采纳的会计公告

在此期间，公司没有发布和采纳任何最近的会计公告。

6.与Allseas及其附属机构的战略联盟

零项目海上结节收集系统的开发

2022年3月16日，NORI与Allseas签署了一份非约束性条款清单，以开发和操作商业结节收集系统。在截至2024年9月30日的三个月和九个月内，Allseas为公司提供了工程、项目管理和船舶使用服务，包括总计$ 的停靠和过境费用，2.8 百万美元和$9.6 分别记录为探索和评估费用中的采矿、技术和工艺开发成本（截至2023年9月30日的三个月和九个月 - $ 1.9 百万美元和$4.8 百万分别）（注8）。

与Allseas签署的独占船舶使用协议

2023年8月1日，公司与Allseas签署了独占船舶使用协议，根据该协议，Allseas提供独占使用的船舶 （“隐秘宝石”） 以支持项目零离岸结节采集系统的发展。

公司确定与Allseas签署的独占船舶使用协议为一种租赁协议，归类为操作性租赁。

截至2024年9月30日的三个月和九个月，公司已确认$0.5 百万美元和$1.4 分别以百万计，作为租赁费用记录在探矿和评估费用中的采矿、技术和工艺开发。

截至2024年9月30日，使用权资产的净金额如下：


	使用权资产
截至2023年12月31日的余额	$	5,721
期间租赁费用		(1,430)
截至2024年9月30日的余额	$	4,291

TMC 金属公司

简明合并财务报表附注

（以千美元计，股票和每股金额除外，除非另有说明）

（未经审计）

与Allseas相关的公司签订的信贷额度和贷款协议

2023年3月22日，公司与Allseas Investments S.A. 的母公司和Allseas的子公司Argentum Cedit Virtui GCV（“贷款人”）签订了无抵押信贷额度协议，该协议于2023年7月31日进行了修订（“信贷额度”），根据该协议，公司可以向贷款人借款，最高可达美元25 总额不时达到一百万美元，但须遵守某些条件。根据信贷额度提取的所有款项将根据6个月担保隔夜融资利率计息， 180-日平均值加上利润率 4.0每年百分比，每半年以现金支付（或外加按金 5百分比（如果在到期时，由公司选择）在每年6月和1月的第一个工作日以实物支付。公司将支付的未充分使用费，金额等于 4.0每年应付的百分比每半年一次对于信贷额度下仍未提取的任何款项。公司有权在信贷额度到期前随时预付信贷额度下的全部未偿还金额。公司可以自行决定以现金或股权结算本信贷额度下的某些费用。信贷额度还包含惯常的违约事件。2024年3月22日，公司与贷款人签订了无抵押信贷额度第二修正案，将信贷额度延长至2025年8月31日，并规定在公司或贷款人发出终止协议通知之日后，将停止支付该信贷额度下的未充足使用费。根据修订后的信贷额度, 公司可以向贷款人借款，最高可达 $25 截至2025年8月31日，总共有100万人。2024年8月16日，公司签订了信贷额度第三修正案，将信贷额度的借款额度提高到美元27.5 百万。根据第三修正案的条款，借款限额将恢复为美元25 在某些融资活动中获得百万美元。

在截至2024年9月30日的三个月零九个月中，公司没有从信贷额度中提取任何款项，并产生了美元0.3 百万和美元0.8 分别为百万美元（截至2023年9月30日的三个月和截至2023年9月30日的九个月）：美元0.3 百万和美元0.5 分别为百万美元）作为未充分使用费。

2024年5月27日，公司与贷款人签订了短期贷款协议。根据协议，贷款人向公司提供了总额为 $ 的短期贷款2 2024年5月30日，百万美元（“短期贷款”）。该贷款于2024年9月10日（到期日）到期，应计利率为 8每年百分比。在到期日，公司偿还了总额为 $ 的全部贷款2 百万美元和总额为美元的应计利息46 千。在截至2024年9月30日的三个月和九个月中，公司产生了美元32 一千零美元46 千，分别作为利息支出。

2024年9月9日，公司与Allseas相关的公司Allseas Investments SA（“Allseas Investments”）签订了营运资金贷款协议（“营运资金贷款协议”）。根据营运资金贷款协议, Allseas Investments向公司提供了总额为美元的贷款5 2024年9月10日，百万美元（“营运资金贷款”），用于一般公司用途以及偿还公司与贷款人之间的短期贷款下的所有未偿金额。营运资金贷款应在（i）某些融资事件发生和（ii）2025年4月1日（“还款日”）当天或之前支付给贷款人，以较早者为准。营运资金贷款将根据6个月的担保隔夜融资利率收取利息， 180-日平均值加上利润率 4.0每年百分比，按年支付二 2025 年 1 月 2 日和还款日分期付款（或外加按金） 5.0%（如果所有利息支付都推迟到还款日，则由公司选择）。在截至2024年9月30日的三个月和九个月中，公司产生了美元31 千作为利息支出。2024年10月18日，公司与Allseas Investments签订了营运资金贷款协议的第一修正案，从而进一步提取了美元2.5 公司出资100万美元，提取的营运资金贷款总额为美元7.5 百万（注释 17）。

截至2024年9月30日，应付给Allseas及其附属公司的总金额为美元29.7 百万（2023 年 12 月 31 日：美元13.8 百万）。

截至2024年9月30日，Allseas及其附属公司拥有 53.8 百万股 TMC 普通股（2023 年： 53.8 百万股TMC普通股），这构成了 16.6%（2023 年 12 月 31 日： 17.6%) 占已发行普通股总额的百分比。

TMC金属公司

附注至简明综合财务报表

(以千美元为单位，除非另有说明，否则均为每股和每股金额)

（未经审计）

7.对低碳特许权的投资

2023年2月21日（“交割日”），公司及其全资子公司NORI与低碳特许权签署了一项投资协议（“特许权协议”）。在特许权协议的相关过程中，NORI贡献了一部分 2% 的毛利特许权（“NORI特许权”）涉及公司在CCZ的NORI项目区给低碳特许权。由于NORI特许权，TMC获得了 35.0% 由低碳特许权发行的普通股和 $5 百万现金，截至交割日。2023年3月21日，低碳特许权收购了拉丁美洲天然气田的额外毛利特许权。特许权收购通过向该特许权的第三方供应商发行低碳特许权普通股进行融资，从而将公司在合伙企业中的所有权降低至 32% 从 35%.

根据授予的NORI特许权的公允价值和收到的现金，公司在交割日记录了 $9 百万作为对低碳特许权的投资。截至2024年9月30日的三个月和九个月，公司分享的低碳特许权产生的净亏损为 $58 千和 $197 千，分别为（截至2023年9月30日的三个月和九个月的净亏损为： $0.1 百万美元和$0.5 百万分别。


	投资
NORI特许权的公允价值	$	14,000
收到的现金		(5,000)
投资截止日期的成本		9,000
截至2023年度的权益法投资损失		(571)
截至2023年12月31日的投资	$	8,429
截至2024年9月30日的权益法投资损失		(197)
截至2024年9月30日的投资	$	8,232

根据ASC 470，债务（“ASC 470”），NORI特许权已在合并资产负债表中被记录为特许权负债。公司选择以公允价值计量特许权负债，并通过损益进行核算。公允价值的确定采用市场法，这涉及在报告日期前检查近期的特许权交易，重点关注涉及与NORI多金属结核相似的金属的交易。公司比较这些交易的具体特征，以估算公允价值。截至2024年9月30日，特许权负债的公允价值保持在$14 百万。

截至2024年和2023年9月30日的低碳特许权的财务结果总结如下：


	截至2023年9月30日，		截至2023年9月30日，
	2024		2023
流动资产	$	1,553	1,091
非流动资产		25,488	27,406
流动负债		96	131


	截至三个月			截至九个月
	9月30日		9月30日	9月30日	9月30日
	2024		2023	2024	2023
特许权收入	$	356	62	1,143	186
总营业收入		368	76	1,182	255
本期综合亏损	$	(179)	(371)	(612)	(1,449)

TMC金属公司Inc.

附注至简明综合财务报表

(以千美元为单位，除股票和每股金额外，且除非另有说明)

（未经审计）

8.勘探和评估费用

勘探和评估费用的详细信息如下：

NORI

Marawa

TOML

探索

期权

探索

截至2024年9月30日的三个月

合同

协议

合同

总计

环境研究

978

—

1,031

勘探劳动

2,467

160

2,648

按股份分享计划支付的报酬 （注11）

2,860

376

3,244

矿业、技术和工艺开发

3,250

—

281

3,531

可行性研究

253

—

253

赞助、培训和利益相关者参与

681

197

909

许可申请活动

—

其他

159

—

175

10,670

113

1,030

11,813


	NORI		Marawa		TOML
	探索		期权		探索
截至2023年9月30日的三个月	合同		协议		合同		总计
环境研究	$	906	$	—	$	—	$	906
探索劳动		1,392		50		161		1,603
按股份分享计划支付的报酬		1,242		43		132		1,417
矿业、技术和工艺开发		2,300		—		207		2,507
可行性研究		300		—		—		300
赞助、培训与利益相关者参与		654		55		297		1,006
其他		163		—		3		166
	$	6,957	$	148	$	800	$	7,905

NORI

Marawa

TOML

探索

选项

探索

截至2024年9月30日的九个月

合同

协议

合同

总计

环境研究

4,297

—

4,350

探索劳动

6,874

470

7,405

股份化奖酬 (注释11)

6,779

552

7,338

矿业、技术和工艺开发

18,128

—

937

19,065

可行性研究

838

—

838

赞助、培训和利益相关者参与

1,925

505

2,522

许可证申请活动

225

—

225

其他

519

—

596

39,585

213

2,541

42,339


	NORI		Marawa		TOML
	勘探		选项		勘探
截至2023年9月30日的九个月	合同		协议		合同		总计
环境研究	$	5,433	$	—	$	—	$	5,433
探勘劳动		3,637		136		430		4,203
按股份分享计划支付的报酬		3,330		112		347		3,789
矿业、技术和工艺开发		5,287		—		509		5,796
可行性研究		1,105		—		—		1,105
赞助、培训和利益相关者参与		1,557		176		756		2,489
其他		354		—		3		357
	$	20,703	$	424	$	2,045	$	23,172

TMC金属公司Inc.

附注至简明综合财务报表

(以千美元计，除股份和每股金额外，且未另行说明)

（未经审计）

9.注册直接发行

2023年8月14日，公司与部分投资者签署了证券购买协议，根据该协议，公司同意在一次注册直接发行中（“注册直接发行”）出售和发行 12,461,540 普通股份并发行A类Warrants以购买 6,230,770 普通股（“A类Warrants”）（注释10）。每股普通股及其附带的A类Warrants的售价为 $2.00 每单位。根据A类Warrants购买一股普通股的行使价格为 $3.00，受Warrants协议中规定的调整条款的限制。

截至2024年9月30日，所有普通股和购买普通股的A类Warrants已在注册直接发行中发行，公司获得了总额为 $24.9 百万美元的毛收入。公司产生了 $1.3 百万美元的发行费用，导致净收入为 $23.6 百万美元。在收到的总净收入为 $23.6 百万美元中，归属于普通股的净收入为 $18.9 百万，归属于A类Warrants的净收益为 $4.7 百万。

10.权证

公司发行了 15,000,000 普通股Warrants，作为其前身在2020年5月首次公开募股的一部分（“公开Warrants”）以及 9,500,000 在其前身首次公开募股的同时，进行的定向增发普通股Warrants（“私募Warrants”）。

公开鼓掌

截至2024年9月30日， 15,000,000 （截至2023年9月30日 - 15,000,000）公开Warrants已发行。公开Warrants只能以整数份额行使。公开Warrants的行使价格为$11.50 每普通股。公开Warrants将于2026年9月9日到期，或在赎回或清算时提前到期。

截至2024年9月30日，未偿还的公开Warrants价值$19.5 百万已记录在附加实收资本中。

私募认股权证

截至2024年9月30日， 9,500,000 （截至2023年9月30日 - 9,500,000) 私人Warrants已发行。私人Warrants的行使价格为$11.50 每普通股。私人Warrants将于2026年9月9日到期或在赎回或清算时提前到期。

私人Warrants的估值采用了Black-Scholes模型，因此得出了三级公允价值衡量。用于确定私人Warrants公允价值的主要不可观察输入是公司普通股的预期波动率。预期波动率是基于考虑公司公共Warrants的隐含波动率，并调整以考虑公共Warrants在$以上的看涨特征的二项式模型进行估计的。18.00 期间 20 在任何 30-天交易期间内的交易日和普通股股价的历史波动率。

TMC金属期货公司。

附注至简明综合财务报表

(单位：千美元，除非另有说明，否则均为每股和每股金额)

（未经审计）

截至2024年9月30日，未偿付的私人Warrants的公允价值为$0.9 百万被记录为Warrants负债。下表展示了Warrants负债公允价值的变动：


	私有
	认股权证
截至2023年12月31日的Warrants负债	$	1,969
Warrants负债公允价值减少		(1,103)
截至2024年9月30日的Warrants负债	$	866

私人Warrants的公允价值是根据以下假设进行估算的：


	九月三十日，		十二月三十一日，
	2024		2023
行使价格	$	11.50	$	11.50
分享价格	$	1.06	$	1.10
波动率		103.21%		105.34%
术语		1.94 年		2.69 年
无风险利率		3.60%		3.98%
分红收益率		0.0%		0.0%

A类Warrants

截至2024年9月30日， 6,230,770 （2023年9月30日 - 无）A类Warrants仍然有效，记录在额外支付的资本中的O类Warrants的总公允价值为$4.7 百万（2023年12月31日 - $3.2 百万）。

总共有 2024财年没有记录减值损失。在截至2024年9月30日的三个月和九个月期间，公共Warrants、私人Warrants和A类Warrants的行使或赎回情况。

11.按股份分享计划支付的报酬

公司的2021年激励股权计划（以下简称“计划”）规定，截至2024年9月30日，计划下预留未来发行的普通股总数为 56,634,518 普通股，包括 12,262,348 根据计划的自动年度增加条款，在2024年1月添加到计划中的 2,243,853 截至2024年9月30日，已发行的普通股的 4% 的已发行普通股股数或由董事会决定的金额。

基于股份的奖励包括由TMC授予的限制性股单位（STIP和LTIP）和期权，这些都是在2021年激励股权计划下发行的。

股票期权

截至2024年9月30日，已发行 3,940,000 期权在公司的2021年激励计划下未行使。

在截至2024年9月30日的三个月和九个月期间，公司确认了$0.5 百万美元和$0.9 百万的基于股份的补偿费用，作为损益和综合损益表中的一般及行政费用报告。

截至2024年9月30日，尚有 14,358,468 项期权未行使，属于公司的2018年期权短期激励计划（“STIP”）和 9,644,874 项期权未行使，属于公司的2018年期权长期激励计划（“LTIP”）。自2021年9月9日（业务合并日期）以来，公司未对STIP和LTIP授予任何期权，并已完全确认在以前期间根据STIP和LTIP授予的期权的公允价值。

TMC金属期货公司

附注至简明综合财务报表

(以千美元计，除分享及每分享金额外，另有说明的除外)

（未经审计）

总结公司在各种计划下的期权变动的连续性表如下：


			数量
	数量	数量	期权
	期权	期权	杰出
	杰出	杰出	在
	在STIP下	根据LTIP	激励计划
未偿还 - 2022年12月31日	15,356,340	9,783,922	—
授予	—	—	—
到期	(162,100)	—	—
行使	(120,000)	—	—
未偿还 – 2023年12月31日	15,074,240	9,783,922	—
授予	—	—	3,940,000
被注销数量	—	(139,048)	—
行使	(715,772)	—	—
杰出 – 2024年9月30日	14,358,468	9,644,874	3,940,000

限制性股票单位（“RSU”）

公司可能会不时根据计划向公司及其子公司的董事、高级职员、员工和顾问授予限制性股票单位（RSUs）。在每个归属日期，RSU持有者将获得相应数量的普通股，前提是持有者在该归属日期为公司提供服务。

截至2024年9月30日的九个月期间内的RSU活动摘要如下表所示：


		RSU的数量
		杰出
未归属 - 2023年12月31日		12,484,880
授予		32,707,638
被注销数量		(380,581)
行使		(9,078,432)
杰出 – 2024年9月30日		35,733,505

TMC金属期货公司

附注至简明综合财务报表

(以千美元计，除非另有说明，否则均为每股及每股金额)

（未经审计）

截至2024年9月30日，公司在三个月和九个月内授予的限制性股票单位（RSU）详细信息如下：


	三个月	三个月	九个月	九个月
	截至9月30日，	截至9月30日，	截至9月30日，	截至9月30日，
归属期	2024	2023	2024	2023
立即归属 ⁽¹⁾	160,823	—	4,167,518	3,237,710
在授予日期的第一周年日完全归属 ⁽²⁾	—	—	493,430	1,014,349
在授予日期的每个周年日三分之一归属 ⁽³⁾	—	—	7,212,375	8,683,486
每年周年纪念日按四分之一归属	132,435	—	834,315	343,750
基于市场条件的归属 ⁽⁴⁾	—	—	20,000,000	—
总授予单位	293,258	—	32,707,638	13,279,295

其中 160,823 在截至2024年9月30日的三个月内，公司授予的RSU将于授予日立即归属 147,549 在截至2023年9月30日的三个月内，公司向顾问授予了RSU（无）结果为 $0.2 million, charged as general and administrative expenses for the three months ended September 30, 2024 (three months ended September 30, 2023: nil). Of the 4,167,518 RSUs vesting immediately on the grant date issued during the nine months ended September 30, 2024, the Company granted 351,034 RSUs, to consultants (nine months ended September 30, 2023: 23,438 RSUs) resulting in $0.5 million, charged as general and administrative expenses (nine months ended September 30, 2023: $23 thousand charged as general and administrative expenses). During the three and nine months ended September 30, 2024, the Company also granted 13,274 限制性股票单位和 79,771 限制性股票单位，分别向顾问作为其服务的预付款（截至2023年9月30日的三个月和九个月：零和 15,625 单位，分别）。在 4,167,518 授予日立即归属的限制性股票单位， 2,812,802 限制性股票单位已发行以偿还账面金额为 $4.1 百万，以加权平均授予日公允价值计算 $1.44 每个RSU。

其中 493,430 截至2024年9月30日的九个月内授予的单位总数为 476,189 根据公司非员工董事薪酬政策，向公司的非员工董事授予了RSUs，这些RSUs将在公司2025年年度股东大会上归属。作为年度授予的单位向非员工董事授予的总公允价值为 $0.7 百万。其余的 17,241 单位被授予一位董事作为提供的咨询服务的年度费用，其公允价值为 $25 千。

其中 7,212,375 截至2024年9月30日的九个月期间，公司授予了 7,144,348 限制性股票单位（RSU），作为2023年长期激励计划（LTIP）奖励的支付（截至2023年9月30日的九个月： 8,645,465 限制性股票单位（RSU）被作为2022年长期激励计划（LTIP）奖励的支付）。剩余的 68,027 单位是根据公司的非员工董事薪酬政策，授予公司的一名非员工董事作为初始赠予。

TMC金属公司股份有限公司。

附注至简明综合财务报表

(以千美元计算，除非另有说明，使用每股和每股金额)

（未经审计）

2024年4月16日，公司与首席执行官兼董事长Gerard Barron签订了一份新的雇佣协议，根据该协议，公司授予Barron先生一次性签约奖金， 20,000,000 市场基础限制性股票单位（“签约限制性股票单位”），以公司普通股的形式。签约限制性股票单位将在公司普通股达到以下每股收盘价格时归属，基于前 30- 天平均价格（“收盘价格”），在或之前的2029年4月16日，前提是Barron先生在适用的归属日期继续为公司服务：一个-三分之一的签署限制性股票单位将在达到每股收盘价$时归属7.50; 一个-三分之一的签署限制性股票单位将在达到每股收盘价时归属 $10.00；以及一个-三分之一的签署限制性股票单位将在达到每股收盘价时归属 $12.50 （每个都需根据任何拆股、合并、重新分类、送转等情况进行公平调整）。根据2024年巴伦雇佣协议，巴伦先生同意在进入2024年巴伦雇佣协议五周年后，不售出任何因签署限制性股票单位而可发行的普通股。

除签署RSUs外，所有RSUs的授予日公允价值等同于公司普通股在授予日的收盘价。基于市场条件的RSUs的授予日公允价值采用蒙特卡罗估值法确定。在截至2024年9月30日的三个月和九个月期间，总共收费$5.6 百万美元和$14.1 百万，分别计入损失和综合损失报表中的基于股份的补偿费用，作为RSUs（截至2023年9月30日的三个月和九个月：$2.4 百万美元和$6.4 百万，分别为止。截至2024年9月30日的三个月和九个月，相关于勘探和评估活动的基于股份的补偿费用总计为$3.2 百万美元和$7.6 百万（截至2023年9月30日的三个月和九个月 - $1.4 百万美元和$3.6 分别为百万。这与2024年9月30日结束的三个月和九个月期间的基于股份的补偿费用相关，金额为$2.4 百万美元和$6.5 分别为百万（截至2023年9月30日的三个月和九个月期间 - $1 百万美元和$2.8 截至2024年9月30日，RSUs的总未确认股份基础补偿费用为$26 百万（截至2023年12月31日 - $6.9 百万）。

截至2024年9月30日，总计为 137,760 已授予的限制性股票单位正在处理，并将转换为普通股。

员工股票购买计划

在2022年5月31日，TMC的2021员工股票购买计划（“ESPP”）在公司的2022年年度股东大会上获得批准。到2024年9月30日， 10,998,032 为ESPP预留发行的普通股总计为 3,065,587 2024年1月根据ESPP的自动年度增加条款新增的股份。根据ESPP，预留发行的股份数目受到年度增加条款的限制，该条款规定，从2022年开始的每个公司财政年的第一天，将增加普通股，数量为（i）在上一财政年最后一天流通的普通股的百分之 1的较小者，或（ii）董事会所确定的较少的股份数，将被添加到ESPP中。

在截至2024年9月30日的三个月和九个月期间，总计3 千和$33 千，加起来被计入2019年9月30日结束的三个月和九个月的合并损失和全面损失报表中：$28 千和$47 千，分别)作为员工股票购买计划(ESPP)发行的基于股份的补偿费用。在2024年9月30日结束的三个月和九个月中，总计$2 千和$17 千，分别，此项确认的基于股份的补偿费用相关于勘探和评估活动（截至2023年9月30日的三个月和九个月 - $19 千和$26 千，分别）。截至2024年9月30日的三个月和九个月中，涉及一般和管理事务的基于股份的补偿费用为$1 千和$16 千，分别为（三个月和九个月截至2023年9月30日 - $9 千以及$21 千，分别）。于2024年5月31日，公司向 27,394 员工发行普通股，从而将过去六个月员工的工资贡献转化为股票，按照其员工股票购买计划（在截至2023年9月30日的三个月和九个月内， 83,572 发行了普通股）。

TMC金属公司股份有限公司。

附注至简明综合财务报表

(以千美元计，除非另有说明，均为每股和每股金额)

（未经审计）

12.根据市场发行协议（“ATM”）发行的股份

2022年12月，公司向证券交易委员会提交了一份招股说明书补充，计划通过ATM不时出售最多$30 百万公司的普通股。在截至2024年9月30日的三个月和九个月期间，公司发行了 1,617,000 普通股和 3,251,588 普通股，分别为截至2024年9月30日的三个月和九个月，普通股以平均每股价格$1.45 和$1.53，分别导致净收益金额达到$2.3 百万美元和$4.9 百万，在支付$71 千和$113 千，分别作为佣金和费用。

13.每股亏损

基本每股亏损是通过将亏损除以公司在该期间流通的加权平均普通股数量来计算的。稀释每股亏损是通过考虑公司所有普通股等价物，包括未行使的股票期权、限制性股票单位（RSUs）、Warrants、特别股份以及购买特别股份的期权在内的，前提是这些股份是稀释性的。每个报告期间的基本和稀释每股亏损是相同的，因为包含所有普通股等价物会导致反稀释。

反稀释等价普通股如下：


	截至九个月	截至九个月
	截至9月30日，	截至9月30日，
	2024	2023
未行使的期权购买普通股	27,943,343	25,020,262
未行使的限制性股票单位	35,733,505	13,477,784
ESPP下的未流通股份	11,027	77,241
未行使的Warrants	30,730,770	28,480,770
未流通特殊股份及购买特殊股份的期权	136,239,964	136,239,964
总反稀释普通股等价股份	230,658,609	203,296,021

14.关联方交易

公司的一个子公司与SSCS Pte. Ltd.（“SSCS”）签订了咨询协议，以管理离岸工程研究。DGE的一位董事通过SSCS受雇。截止到2024年9月30日的三个月和九个月内的咨询服务总计$25 千和$75 千美元，分别为（三个和九个月截至2023年9月30日 - $40 千美元和$177 千美元，分别为）。截至2024年9月30日的三个和九个月的咨询服务金额为$17 千美元$52 千美元，分别为（截至2023年9月30日的三个和九个月 - $55 千美元和$165 千美元，分别为），被披露为勘探和评估费用中的勘探劳务（附注8）。8 千美元和$23 截至2024年9月30日的三个月及九个月的费用分别为数千美元，作为一般及行政开支（截至2023年9月30日的三个月及九个月 - $8 千及$36 千，分别）。截至2024年9月30日，需付给SSCS的款项为$17 千（截至2023年12月31日 - $17 千）。

在公司于2024年5月31日举行的年度股东大会上任命的一位董事是Stonehaven Campaigns Limited和Robertsbridge Consultants Limited的主席，这两家公司为公司提供咨询服务。在截至2024年9月30日的三个月及九个月中，Stonehaven Campaigns Limited提供的咨询服务金额为$6 千，以及 $18 千，分别，记录在一般及行政开支中。在截至2024年9月30日的三个月及九个月中，Robertsbridge Consultants Limited提供的咨询服务金额为$16 千和$21 千分别记录在一般和行政开支中。截至2024年9月30日，负债于Stonehaven Campaigns Limited和Robertsbridge Consultants Limited的金额为$18 千和$16 千分别。

2024年1月30日，作为注册直接发行的一部分（注9），公司收到了来自ERAS Capital LLC的剩余承诺资金$9 百万，来自公司董事之一的投资基金。

TMC金属公司 Inc.

附注至简明综合财务报表

(以千美元计，除非另有说明，否则均以每股及每股金额计算)

（未经审计）

在2024年3月22日，公司与首席执行官兼董事会主席Gerard Barron以及公司一位董事的家族基金ERAS Capital LLC（统称为“2024年贷款方”）签订了一项无担保信用额度（“2024年信用额度”），根据信函，公司可以向2024年贷款方借款总计高达$20 百万美元（$10 每个的} 2024 贷款方，将在适当情况下不时提供。2024信用额度下提取的所有金额将按照6个月担保隔夜融资利率(SOFR)计息， 180日平均加上 4.0%的年利率，以现金方式每半年支付（或在到期时以实物方式支付加上 5%，由我们选择）在每年六月和一月的第一个工作日支付。公司将支付相当于 4.0%的年利率，每半年支付，针对在2024信用额度下未提取的任何金额。公司有权在任何时间提前偿还2024信用额度下的全部未偿还金额，期限为2024信用额度到期日前，即2025年12月31日。2024信用额度还包含常规违约事件。如果公司或其任何子公司以以下方式至少筹集到$50 百万（i）通过发行公司的或其子公司的债务或股权证券，或（ii）通过预付款项根据协议或类似的商业协议。如果在2024年8月13日，公司与2024年贷款方签署了2024信用额度的第一次修正案，以将2024信用额度的借款限额增加到$25 百万（$12.5 百万来自每个 2024 贷方）。根据第一次修正案的条款，借款限额将恢复为$20 百万（$10 百万从每个 2024 贷方）在某些融资事件发生后。2024年11月13日，公司与2024贷方签订了2024信贷设施的第二次修正案，将借款限额提高至$38 百万（$19 百万来自每个2024贷方）并将2024信贷设施的到期日延长至 2025年12月31日.

截至2024年9月30日的三个月和九个月期间，公司已从2024信贷设施中提取了$0.3 百万美元和$4.2 百万，分别为，并产生$96 千和$146 千，分别为作为利息支出。在截至2024年9月30日的三个月和九个月期间，公司产生了$0.2 百万美元和$0.4 百万，分别作为未利用费，仅在2024年信贷设施在支付这些费用时未提取的情况下支付。在截至2024年9月30日的三个月和九个月期间，公司偿还了金额为$零和$25 分别为千美元，以及未利用费用总计$无和$0.1 分别为百万，向2024年贷款人提供。根据2024年信用设施的规定，2024年10月9日，公司提款$0.1 百万。

除了上述交易外，公司还与Allseas进行交易，详细信息见注释6，并向公司的董事发放基于股份的奖励，详细信息见注释11。

15.或有负债

2023年1月23日，2021年定向增发的某些投资者在纽约州最高法院商业部提起诉讼，公司以Atalaya Special Purpose Investment Fund II LP等诉Sustainable Opportunities Acquisition Corp.（现称TMC The Metals Company Inc.），索引号650449/2023（纽约州最高法院）。公司于2023年3月31日提交了驳回动议，随后原告于2023年6月5日提交了修订的投诉。修订的投诉指控公司违反了原告定向增发的认购协议中的陈述和保证，并违反了诚信与公平交易的约定。原告寻求赔偿因 alleged wrongdoing而造成的可补偿损失。公司否认任何不当行为的指控，并于2023年7月28日对修订的投诉提出了驳回动议。2023年12月7日，法庭批准了公司的驳回动议，驳回了对诚信与公平交易约定的违反指控，并拒绝了公司的驳回动议，驳回了对认购协议违反的指控。公司于2024年3月就法庭拒绝驳回认购协议违反指控的决定提交了上诉通知，上诉于2024年11月8日由法庭审理。各方目前正在等待裁决。没有保证公司会在这起诉讼的辩护中取得成功，或者保险是否会可用或足以为任何和解、判决或本案的诉讼费用提供资金。这些损失或可能损失的范围无法可靠估计。

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TMC the metals company Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)

(Unaudited)

16.Segmented Information

The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules.

17.Subsequent Events

On November 14, 2024, the Company entered into a securities purchase agreement with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering. The offering price was $1.00 per Share (gross proceeds of $17.5 million), with each Share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance.

The Class B Warrants include customary anti-dilution protections and a repurchase feature, permitting the Company to repurchase the warrants for $0.0001 per Common Share underlying the Class B Warrants if the volume-weighted average price of the Company’s common shares exceeds $5.00 per share for each trading day in a consecutive 30-trading-day period.

Upon closing of the Offering, under the terms of the Third Amendment, the borrowing limit under the Allseas Credit Facility will return to $25 million.

On November 14, 2024, DeepGreen Engineering Pte. Ltd. (“DeepGreen”) issued a formal termination notice to Marawa Research and Exploration Limited, ending the Services Agreement dated October 1, 2013 (the “Agreement”), pursuant to DeepGreen’s right to terminate for convenience under the Agreement. The termination will take effect two months from the date of the notice, on January 14, 2025. The impact of the cancellation of this agreement will not have a material impact on the Company’s financial results.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed interim consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto for the year ended December 31, 2023 contained in our 2023 Annual Report on Form 10-K. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Risk Factors” in Item 1A of Part I of the 2023 Annual Report on Form 10-K, as updated and/or supplemented in subsequent filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “TMC” and “the Company” are intended to mean the business and operations of TMC the metals company Inc. and its consolidated subsidiaries. The unaudited condensed consolidated interim financial statements for the three months and nine months ended September 30, 2024 and 2023, respectively, present the financial position and results of operations of TMC the metals company Inc. and its consolidated subsidiaries.

Overview

We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), about 1,500 miles south-west of San Diego, California. The CCZ is a geological submarine fracture zone of abyssal plains and other formations in the Eastern Pacific Ocean, with a length of around 7,240 km (4,500 miles) that spans approximately 4,500,000 square kilometers (1,700,000 square miles). Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, manganese, cobalt and copper in a single rock.

These four metals contained in the polymetallic nodules are critical for the transition to low carbon energy, as well as for infrastructure and development. Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped source of critical battery metals. If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products: (i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production. Our mission is to build a carefully managed, shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.

Exploration and exploitation of seafloor minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea (“UNCLOS”). The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and such nation must maintain effective supervision and regulatory control over such sponsored contractor. The ISA has issued a total of 19 polymetallic nodule exploration contracts covering approximately 1.28 million square kilometers, or 0.4% of the global seafloor, 17 of which are in the CCZ. We hold exclusive exploration and commercial rights to three of the 17 polymetallic nodule contract areas in the CCZ; two based on ISA exploration contracts through our subsidiaries Nauru Ocean Resources Inc. (“NORI”) and Tonga Offshore Mining Limited (“TOML”), sponsored by the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively, and exclusive commercial rights through our subsidiary, DeepGreen Engineering Pte. Ltd.’s (“DGE”), and its arrangement with Marawa Research and Exploration Limited (“Marawa”), a company owned and sponsored by the Republic of Kiribati (“Kiribati”).

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We have key strategic alliances with (i) Allseas, a leading global offshore contractor, which developed and tested a pilot collection system, and is now working to modify it into the first commercial production system and (ii) Glencore which holds offtake rights to 50% of the NORI nickel and copper production if produced from a DGE-owned or controlled facility. In addition, we have worked with an engineering firm Hatch Ltd. (Hatch) and consultants Kingston Process Metallurgy Inc. (KPM) to develop a near-zero solid waste flowsheet. The primary processing stages of the flowsheet from nodule to Ni-Cu-Co matte intermediate were demonstrated as part of our pilot plant program at FLSmidth and XPS’ facilities. The matte refining stages are being tested at SGS Lakefield. The near-zero solid waste flowsheet provides a design that is expected to serve as the basis for our onshore processing facilities. In November 2022, we entered into a non-binding Memorandum of Understanding (“MoU”) with Pacific Metals Co Ltd (PAMCO) of Japan pursuant to which PAMCO completed prefeasibility work assessing the prospect of processing nodules using their existing facilities. In November 2023, we entered into a binding MoU with PAMCO whereby they committed to completing a feasibility study (expected to be completed in the first half of 2025) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility, provided we obtain an exploitation contract from the ISA as expected. The toll treatment is intended to take place on a dedicated Rotary Kiln Electric Arc Furnace (RKEF) processing line and produce two products: nickel-copper-cobalt alloy, an intermediate product used as feedstock to produce lithium-ion battery cathodes, and a manganese silicate product used to make silico-manganese alloy, a critical input into steel manufacturing. We expect this partnership to progress to a definitive tolling agreement in 2025, subject to successful evaluation study outcomes and agreement to mutually acceptable commercial terms. There can be no assurance that we will enter into such definitive strategic alliance in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that if such definitive tolling agreement is entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.

We are currently focused on preparing our application for a plan of work to the ISA for our first exploitation contract for the NORI contract area. Given that it is unlikely that the ISA Council would consider any application for a plan of work for exploitation before its next session in March 2025 and to ensure clarity on the submission process, consideration of the Application, and timeline, the Republic of Nauru, in consultation with NORI, has formally requested that this issue be added to the agenda of the Council’s March 2025 meeting. We expect that this will allow Council to discuss and approve the process to be confirmed prior to NORI’s expected application submission date of June 27, 2025. Based on the current timeline in the consolidated draft regulations issued February 2024, the ISA application review and approval process is expected to be approximately one year from the filing date. See “Project and Regulatory Updates - ISA Developments” below for a further discussion on recent developments at the ISA.

To reach our objective and initiate commercial production, we are: (i) defining our resource and project economics, (ii) developing a commercial offshore nodule collection system, (iii) assessing the environmental and social impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt alloy or matte product and/or end-products like nickel and cobalt sulfates, and copper cathode.

We are still in the exploration phase and have not yet declared mineral reserves. In addition, we do not have the applicable environmental and other permits required to build and/or operate commercial scale polymetallic nodule processing and refining plants on land.

Developments in the Third Quarter 2024

Below are some of the major developments that occurred in the third quarter of 2024:

TMC and PAMCO Achieve Breakthrough in Commercial-Scale Processing of Polymetallic Nodules, Successfully Producing Calcine

In September 2024, we announced that we had successfully produced high temperature material (calcine) during the first phase of a commercial-scale campaign to process a 2,000-tonne sample of deep-seafloor polymetallic nodules at our partner PAMCO’s Hachinohe Rotary Kiln Electric-Arc Furnace facility in Hachinohe, Japan. Approximately 500 tonnes of calcine were produced and, in the coming months, PAMCO intends to commence the next phase of the processing trial by transferring the calcine material to its electric arc furnace for smelting into a high-grade nickel-copper-cobalt alloy and manganese silicate product.

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TMC CEO Testifies to U.S. House of Representatives on Benefits of Nodules

In September 2024, our CEO Gerard Barron gave testimony during a meeting of the Critical Mineral Policy Working Group for the House Select Committee on the Chinese Communist Party to discuss the U.S.’ heavy reliance on Chinese imports of critical minerals and policy solutions to incentivize greater cooperation with allies to create alternative supplies. Mr Barron spoke to the potential of seafloor nodules to secure U.S. supplies of key minerals for the energy transition and defense sectors.

Rebuttal to Publication

In July 2024, Nature Geoscience published a paper claiming that seafloor nodules produce oxygen in the absence of sunlight. Since the paper’s publication, multiple rebuttals have been submitted to Nature warning of serious flaws with the paper’s methodology and claims, prompting calls for the paper to be retracted. Researchers at the University of Tokyo and University of Gothenburg are among the experts that have submitted pre-print rebuttals to the article’s author. Our own rebuttal, published September 19, 2024, notes selective reporting of data and omission of key evidence, including experiments that show oxygen increases without nodules, directly contradicting the authors’ claims.

Developments Subsequent to September 30, 2024

TMC Announces Registered Direct Offering for $17.5 million:

On November 14, 2024, the Company entered into a securities purchase agreement with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering. The offering price was $1.00 per Share, resulting in gross proceeds of $17.5 million ($16.5 million after associated fees), with each Share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance.

Extension and Increase of Credit Facility with ERAS Capital LLC and Gerard Barron

On November 14, 2024, we entered into the Second Amendment to the credit facility with ERAS Capital LLC and Gerard Barron (the “2024 Lenders”), to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity of the credit facility to December 31, 2025.

Termination of Marawa Service Agreement

On November 14, 2024, DeepGreen Engineering Pte. Ltd. (“DeepGreen”) issued a formal termination notice to Marawa Research and Exploration Limited, ending the Services Agreement dated October 1, 2013 (the “Agreement”), pursuant to DeepGreen’s right to terminate for convenience under the Agreement. The termination will take effect two months from the date of the notice, on January 14, 2025. The termination is not expected to have a material adverse effect on the Company’s financial position or operations, with non-material ongoing costs and no termination penalties applicable under the Agreement.

Project and Regulatory Updates

NORI Area D Project Developments

On October 6, 2024, the first feed of Calcine was transported via conveyor to the furnace to commence the first smelting campaign at PAMCO’s facility in Hachinohe, Japan. Progress continues on the Environmental Impact Statement (EIS), Pre-Feasibility Study (PFS) which is nearing completion, and Plan of Work application documentation. Key activities during the third quarter 2024 included the substantial completion of the PFS, which has now entered the review and approval process. Our EIS team continued finalizing baseline reports to support the EIS workshop with subject-matter experts. We expect to issue an S-K 1300-compliant Technical Report Summary following the completion and approval of the PFS.

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ISA Developments

As we previously disclosed, the ISA did not provisionally adopt and approve the final rules, regulations and procedures (“RRPs” or the “Mining Code”) for the exploitation of seafloor resources by the July 9, 2023 deadline. At its July 2024 session, the ISA completed a first reading of the consolidated text and requested the Secretariat produce a second consolidated text in 2024. The ISA agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30^th session of the ISA in 2025. The ISA Council has scheduled two ISA Council meetings in March and July 2025 to progress the Mining Code and has agreed to continue working inter-sessionally to advance the text.

Consistent with Nauru’s rights, as the sponsoring state of NORI, under UNCLOS and the 1994 agreement relating to the implementation of Part XI of UNCLOS, NORI reserves its right to submit a plan of work for exploitation, in the absence of the adoption of the final Mining Code pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 agreement relating to the implementation of Part XI of UNCLOS, the possibility of which was recognized in ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25. There can be no assurances, however, that the ISA will provisionally approve our plan of work or that such provisional approval would lead to the issuance of an exploitation contract by the ISA.

Exploration Contracts

We currently hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ through our subsidiaries NORI and TOML, sponsored by the Republic of Nauru and the Kingdom of Tonga, respectively, and exclusive commercial rights through our subsidiary’s (DGE) arrangement with Marawa, a company owned and sponsored by the Republic of Kiribati.

NORI. NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 square kilometers in the CCZ that were granted by the ISA in July 2011. NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011. The D block of the NORI area (“NORI Area D”) is the seafloor parcel where we have performed the most resource definition and environmental work to date. NORI commissioned AMC Consulting Ltd, a leading mining consulting firm (AMC), to undertake a preliminary economic assessment (“PEA”) of the mineral resource contained in NORI Area D and to compile a technical report compliant with Canadian National Instrument (NI 43-101), which was completed in March 2021. AMC subsequently compiled the NORI Technical Report Summary, dated March 2021, which included an initial assessment and an economic analysis of NORI Area D prepared in accordance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K (the “SEC Mining Rules”). The NORI Technical Report Summary is filed as Exhibit 96.1 in our 2023 Annual Report on Form 10-K.

TOML. TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 square kilometers in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”). On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration application to the ISA (subsequently granted) for the TOML Contract Area. The sponsorship agreement was updated on September 23, 2021. TOML commissioned a Technical Report Summary by AMC, dated March 2021, which is filed as Exhibit 96.2 in our 2023 Annual Report on Form 10-K.

Marawa. DGE, our wholly-owned subsidiary, entered into agreements with Marawa and Kiribati which provide DGE with exclusive exploration rights to an area covering 74,990 square kilometers in the CCZ (the “Marawa Contract Area”). The exploration contract between Marawa and the ISA (the “Marawa Exploration Contract”) was signed on January 19, 2015. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. We are collaborating with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is uncertain. Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

Key Trends, Opportunities and Uncertainties

We are currently a pre-revenue company and we do not anticipate earning revenues until such time as NORI receives an exploitation contract from the ISA and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. We believe that our performance and future success pose risks and challenges, including those related to: finalization of ISA regulations to allow for commercial exploitation, approval of an application for the ISA exploitation contract, development of environmental regulations associated with our business and development of our technologies to collect and process polymetallic nodules. These risks, as well as other risks, are discussed in the section entitled “Risk Factors” in Item 1A of Part I of the 2023 Annual Report on Form 10-K, as further updated and/or supplemented in subsequent filings with the SEC.

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Basis of Presentation

We currently conduct our business through one operating segment. As a pre-revenue company with no commercial operations, our activities to date have been limited. Our results are reported under Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and in U.S. dollars.

Components of Results of Operations

We are an exploration-stage company with no revenue to date and a net loss of $20.5 million and $65.9 million for the three and nine months ended September 30, 2024, respectively, compared to a net loss of $12.5 million and $40.3 million in the same periods of 2023, respectively. We have an accumulated deficit of approximately $614.8 million from inception through September 30, 2024.

Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.

Revenue

To date, we have not generated any revenue. We expect to generate revenue once NORI receives an exploitation contract from the ISA and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. Any revenue from initial production is difficult to predict.

Exploration and Evaluation Expenses

We expense all costs relating to exploration and development of mineral claims. Such exploration and development costs include, but are not limited to, ISA contract management, geological, geochemical and geophysical studies, environmental baseline studies, process development and payments to Allseas for the pilot mining test system (“PMTS”). Our exploration expenses are impacted by the amount of exploration work conducted during each period. The acquisition cost of ISA polymetallic nodule exploration contracts will be charged to operations as amortization expense on a unit-of-production method based on proven and probable reserves should commercial production commence in the future.

General and Administrative Expenses

General and administrative (“G&A”) expenses consist primarily of compensation for employees, consultants and directors, including share-based compensation, consulting fees, investor relations expenses, expenses related to advertising and marketing functions, insurance costs, office and sundry expenses, professional fees (including legal, audit and tax fees), travel expenses and transfer and filing fees.

Share-based compensation costs from the issuance of stock options and restricted share units (“RSUs”) is measured at the grant date based on the fair value of the award and is recognized over the related service period. Share-based compensation costs are charged to exploration expenses and general and administrative expenses depending on the function fulfilled by the holder of the award. In instances where an award is issued for financing related services, the costs are included within equity as part of the financing costs. We recognize forfeiture of any awards as they occur.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents.

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Fees and Interest on Borrowings and Credit Facilities

Fees and interest on borrowings and credit facilities represent interest charged on the Company’s short-term debt and interest and underutilization fees associated with the Company’s credit facilities.

Foreign Exchange Gain/Loss

The foreign exchange gain or loss for the periods reported primarily relates to our cash held in Canadian dollars and to the settlement of costs incurred in foreign currencies, depending on either the strengthening or weakening of the U.S. dollar.

Change in Fair Value of Warrants Liability

The change in fair value of warrants liability primarily consists of the change in the fair value of our 9,500,000 Private Warrants, which is re-measured at the end of each reporting period.

Results of Operations

The following is a discussion of our results of operations for the three and nine months ended September 30, 2024 and 2023. Our accounting policies are described in Note 3 “Significant Accounting Policies” in our financial statements filed as part of the 2023 Annual Report on Form 10-K.

Additionally, the unaudited condensed consolidated interim financial statement for the nine months ended September 30, 2023 have been revised to correct prior period errors as discussed in Note 22 “Quarterly Financial Data (Unaudited) Restatement of Previously Issued Financial Statements” to the consolidated financial statement included in Part II, Item 8 of our 2023 Annual Report on Form 10-K. Accordingly, the Management’s Discussion and Analysis of Financial Condition and Results of Operations reflect the effects of the revisions.

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023


	For the Three Months Ended					For the Nine Months Ended
(Dollar amounts in thousands, except as noted)	September 30,					September 30,
	2024		2023		% Change	2024		2023		% Change
Exploration and evaluation expenses	$	11,813	$	7,905	49%	$	42,339	$	23,172	83%
General and administrative expenses		8,149		4,613	77%		22,600		15,958	42%
Equity-accounted investment loss		58		119	(51)%		197		475	(59)%
Change in fair value of warrants liability		(1,054)		(117)	801%		(1,103)		1,214	(191)%
Foreign exchange loss (gain)		946		14	6,657%		596		66	803%
Interest income		(7)		(319)	(98)%		(125)		(1,092)	(89)%
Fees and interest on borrowings and credit facilities		615		252	144%		1,378		529	160%
Net Loss for the period	$	20,520	$	12,467	65%	$	65,882	$	40,322	63%

Three Months ended September 30, 2024 compared to Three Months ended September 30, 2023

We reported a net loss of approximately $20.5 million in the third quarter of 2024, compared to a net loss of $12.5 million in the same period of 2023. The following explains the major reasons for the increase in the net loss in the third quarter of 2024.

Exploration and Evaluation Expenses

Exploration and evaluation expenses for the three months ended September 30, 2024 were $11.8 million, compared to $7.9 million for the same period in 2023. The increase of $3.9 million was primarily due to an increase in share-based compensation of $1.8 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024, increase in mining, technological and process development of $1.0 million resulting from increased engineering work by Allseas and higher personnel costs of $1.0 million.

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General and Administrative Expenses

G&A expenses for the three months ended September 30, 2024 were $8.1 million compared to $4.6 million for the same period in 2023. The increase of $3.5 million in G&A expenses was mainly due to an increase in share-based compensation of $1.8 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024, an increase in legal and consulting costs of $1.0 million and higher personnel costs of $0.5 million.

Change in Fair Value of Warrants Liability

The change in fair value of warrants liability consists of the change in the fair value of the 9,500,000 Private Warrants. During the three months ended September 30, 2024, the fair value of warrants liability decreased reflecting the decline in both the price of the public warrants and price of the Company’s shares.

Fees and Interest on Borrowings and Credit Facilities

The interest charged on the Company’s short-term debt borrowings was $0.1 million in the third quarter of 2024 ($nil for the same period of 2023), while interest on drawn amounts on the Company’s credit facilities was $0.1 million and underutilization fees on these same facilities was $0.5 million in the third quarter of 2024 ($nil and $0.3 million over the same periods in 2023, respectively).

Nine Months ended September 30, 2024 compared to Nine Months ended September 30, 2023

We reported a net loss of $65.9 million in the first nine months of 2024, compared to a net loss of $40.3 million in the same period of 2023. The following explains the major reasons for the increase in the net loss in the first nine months of 2024.

Exploration and Evaluation Expenses

Exploration and evaluation expenses for the nine months ended September 30, 2024 were $42.3 million, compared to $23.2 million for the same period in 2023. The increase of $19.1 million was primarily due to an increase in mining, technological and process development of $13.3 million resulting from increased engineering work by Allseas, as well as expenses incurred on the transportation of nodules to PAMCO’s facility in Japan, higher personnel costs of $3.2 million and an increase in share-based compensation of $3.5 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024. This was partially offset by a decrease in environmental studies as the cost for Campaign 8 which commenced in the fourth quarter of 2023 was completed in the first quarter of 2024 and was lower than the cost of the environmental work in the first nine months of 2023 following the completion of the NORI pilot nodule collection system test.

General and Administrative Expenses

G&A expenses for the nine months ended September 30, 2024 were $22.6 million, compared to $16.0 million for the same period in 2023. The increase of $6.6 million in G&A expenses in the first nine months of 2024 was mainly the result of an increase in share-based compensation of $4.0 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024, higher personnel cost of $1.9 million and higher cost incurred on business development and advisory activities. This increase was partially offset by decreased legal and insurance costs incurred in the first half of 2024 compared to the same period in 2023.

Change in Fair Value of Warrants Liability

The change in fair value of warrants liability consists of the change in the fair value of the 9,500,000 Private Warrants. For the nine months ended September 30, 2024, the fair value of warrants liability decreased reflecting the decline in both the price of the public warrants and price of Company’s shares.

Fees and Interest on Borrowings and Credit Facilities

The interest charged on the Company’s short-term debt borrowings was $0.1 million in the first nine months of 2024 ($nil for the same period of 2023), while interest on drawn amounts on the Company’s credit facilities was $0.1 million and underutilization fees on these same facilities was $1.2 million in the first nine months of 2024 ($nil and $0.5 million over the same periods in 2023, respectively).

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Liquidity and Capital Resources

Our primary sources of financing have come from private placements and public offerings of Common Shares and warrants, the issuance of convertible debentures and from credit facilities. As of September 30, 2024, we had cash on hand of $0.4 million.

In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of an application for an exploitation contract for the NORI contract area, and by negotiating the settlement of program expenditures with our equity whenever possible.

We have yet to generate any revenue from our business operations. We are an exploration-stage company and the recovery of our investment in mineral exploration contracts and attainment of profitable operations is dependent upon many factors including, among other things, the development of commercial production system for collecting polymetallic nodules from the seafloor as well as the development of our processing technology for the metallurgical treatment of such nodules, the establishment of mineable reserves, the demonstration of commercial and technical feasibility of seafloor polymetallic nodule collection and processing systems, metal prices, and securing ISA exploitation contracts or provisional approvals. While we have obtained financing in the past, there is no assurance that such financing will continue to be available on favorable terms, in sufficient amounts, or at all.

We expect to incur significant expenses and operating losses for the foreseeable future, particularly as we advance towards our application to the ISA for an exploitation contract and preparation for potential commercialization. Based on our cash balance and availability of borrowing under our credit facility with a company related to Allseas, as we expect the credit facility will be amended, and credit facility with ERAS Capital LLC and Gerard Barron, when compared with our forecasted cash expenditures, we believe we will have sufficient funds to meet our obligations that become due within the next twelve months. Our estimates used in reaching this conclusion are based on information available as at the date of filing this Quarterly Report on Form 10-Q. Accordingly, actual results could differ from these estimates and resulting variances may result in our need for additional funding in an amount greater or earlier than expected, due to changes in business conditions or other developments, including, but not limited to, deferral of approvals, capital and operating cost escalation, currently unrecognized technical and development challenges, our ability to pay certain vendors or suppliers in our Common Shares or changes in external business environment.

In addition, we will however need and are seeking additional financing to fund our continued operations over time. These financings could include additional public or private equity, debt financings, equity-linked financings or other sources of financing, including through non-dilutive asset, royalty or project-based and/or asset-based financings. If these financing or other financing sources are not available, or if the terms of financing are less desirable than we expect, or if in insufficient amounts, we may be forced to delay our exploration and/or exploitation activities or further scale back our operations, which could have a material adverse impact on our business and financial prospects.

On September 16, 2022, we filed a registration statement on Form S-3 with the SEC, which the SEC declared effective on October 14, 2022, to sell up to $100 million of securities, which includes the $30 million that may be sold under the At-the-Market Equity Distribution Agreement discussed below and the Common Shares and shares underlying the Class A Warrants issued in the Registered Direct Offering. In addition, on November 30, 2023, we filed an additional registration statement on Form S-3 with the SEC, which the SEC declared effective on December 8, 2023, to sell up to an additional $100 million of securities. Securities that may be sold under the registration statements include common shares, preferred shares, debt securities, warrants and units. Any such offering, if it does occur, may happen in one or more transactions. Specific terms of any securities to be sold will be described in supplemental filings with the SEC.

On December 22, 2022, we entered into an At-the-Market Equity Distribution Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Wedbush Securities Inc., as sales agents, allowing us, from time to time, to issue and sell Common Shares with an aggregate offering price of up to $30 million. On December 21, 2023, we amended the Sales Agreement to remove Stifel as a sales agent. The offer and sales of the shares are made under our effective “shelf” registration statement on Form S-3 filed with the SEC on September 16, 2022, which the SEC declared effective on October 14, 2022. In the third quarter of 2024, we sold 1,617,000 Common Shares pursuant to the Sales Agreement at an average share price of $1.45 for net proceeds of $2.3 million, net of fees and commissions.

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On March 22, 2023, we entered into a Credit Facility with Argentum Cedit Virtuti GCV, the parent of Allseas Investments S.A. and an affiliate of Allseas, which was amended on July 31, 2023 and March 22, 2024, pursuant to which, we may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, our election) on the first business day of each of June and January. We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. We have the right to pre-pay the entire amount outstanding under the Credit Facility at any time, before the Credit Facility’s maturity of August 31, 2025. The Credit Facility also contains customary events of default. On August 16, 2024, the Company entered into the Third Amendment to the Credit Facility, to increase the borrowing limit of the Credit Facility to $27.5 million. Under the terms of the Third Amendment, the borrowing limit will return to $25 million upon certain financing events. As of the date of this Quarterly Report on Form 10-Q, no amounts have been drawn under this Credit Facility.

On August 14, 2023, we entered into a securities purchase agreement for a Registered Direct Offering of our Common Shares and Class A Warrants, the final closing of which occurred on January 31, 2024. The purchase price for each Common Share and Class A Warrant to purchase 0.5 Common Shares was $2.00 per unit. The exercise price to purchase one Common Share under the Class A Warrants is $3.00, subject to adjustment as provided in the warrant agreement. The aggregate gross proceeds from the Registered Direct Offering were approximately $24.9 million, before deducting fees payable to financial advisors and other offering expenses payable by the Company ($23.6 million net of fees).

On March 22, 2024, we entered into an Unsecured Credit Facility with Gerard Barron, our Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of our director, Andrei Karkar, pursuant to which, we may borrow from the 2024 Lenders up to $25,000,000 in the aggregate ($12,500,000 from each of the 2024 Lenders), from time to time (was initially $20,000,000 in the aggregate ($10,000,000 from each of the 2024 Lenders), subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at our election) on the first business day of each of June and January. We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. We have the right to pre-pay the entire amount outstanding under the 2024 Credit Facility at any time, before the 2024 Credit Facility’s maturity of December 31, 2025. The 2024 Credit Facility also contains customary events of default. The 2024 Credit Facility will terminate automatically if we or any of our subsidiaries raise at least $50,000,000 in the aggregate (i) through the issuance of any of our or our subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement. On August 13, 2024, we entered into the First Amendment to the 2024 Credit Facility to increase the borrowing limit to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). Under the terms of the First Amendment, the borrowing limit was due to return to the initial $20 million in the aggregate ($10 million from each of the 2024 Lenders) upon certain financing events. On November 14, 2024, we entered into the Second Amendment to the 2024 Credit Facility with ERAS Capital LLC and Gerard Barron, to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, there was $4.3 million drawn under the 2024 Credit Facility, including a draw of $0.1 million subsequent to September 30, 2024.

On May 27, 2024, the Company entered into a short-term loan agreement with the Lender (Argentum Cedit Virtuti GCV), an affiliate of Allseas. In accordance with the agreement, the Lender provided a short-term loan amounting to $2 million (the “Loan”) on May 30, 2024. The Loan takes priority over the 2024 Credit Facility. The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum. On the maturity date, Company repaid the entire Loan amounting to $2 million and the accrued interest amounting to $46 thousand.

On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments SA (the “Allseas Investments”), a company related to Allseas. In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to the Company amounting to $5 million (the “Working Capital Loan”) on September 10, 2024, to be used towards general corporate purposes and the repayment of all outstanding amounts under the Short-Term Loan between the Company and the Lender. The Working Capital Loan is payable to the Lender on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”). The Working Capital Loan will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum and is payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if all interest payments are deferred to the Repayment Date, at the Company’s election). On October 18, 2024, the Company entered into the First Amendment to the Working Capital Loan Agreement with Allseas Investments, resulting in a further draw of $2.5 million by the Company and a total Working Capital Loan drawn amount of $7.5 million.

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On November 14, 2024, the Company entered into a securities purchase agreement with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering. The offering price was $1.00 per Share, with each Share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance. The aggregate gross proceeds from the Registered Direct Offering were approximately $17.5 million, before deducting fees payable to financial advisors and other offering expenses payable by the Company ($16.5 million net of fees).

We may receive up to approximately $281.8 million in aggregate gross proceeds from cash exercises of the Public Warrants and the Private Warrants, based on the per share exercise price of such warrants. However, the exercise price for the outstanding Public Warrants and Private Warrants is $11.50 per common share and there can be no assurance that such warrants will be in the money prior to their expiration, and as such, such warrants may expire worthless. Based on the current trading price of our Common Shares we do not expect to receive any proceeds from the exercise of the Public Warrants and Private Warrants unless there is a significant increase in the price of our Common Shares. In certain circumstances, the Public Warrants and Private Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease. Furthermore, even if the warrants will be in the money, the holders of the warrants are not obligated to exercise their warrants, and we cannot predict whether holders of the warrants will choose to exercise all or any of their warrants. In addition, the exercise price to purchase one Common Share under the outstanding Class A Warrants is $3.00 (subject to customary adjustments). Upon the closing of the November 2024 Registered Direct Offering described above, the exercise price of the Class A Warrants will be adjusted downward pursuant to the terms of the Class A Warrants. There can be no assurance that such warrants will be exercised prior to their expiration, and as such, such warrants may expire, and we will not receive any proceeds from the excise thereof.

Cash Flows Summary

Presented below is a summary of our operating, investing and financing cash flows:


	For the Three Months Ended				For the Nine Months Ended
(thousands)	September 30,				September 30,
	2024		2023		2024		2023
Net cash used in operating activities	$	(5,736)	$	(12,505)	$	(29,677)	$	(44,388)
Net cash used in investing activities	$	(50)	$	(100)	$	(465)	$	(175)
Net cash provided by financing activities	$	5,626	$	15,137	$	23,313	$	20,216
(Decrease) Increase in cash	$	(160)	$	2,532	$	(6,829)	$	(24,347)

Nine Months ended September 30, 2024 compared to Nine Months ended September 30, 2023

Cash flows used in Operating Activities

For the nine months ended September 30, 2024, major operating activities over this period involved Campaign 8, as well as advanced work on engineering and pre-feasibility studies as we advance towards our application to the ISA for a NORI exploitation contract and prepare for potential future commercial production. Net cash used in operating activities in the first nine months of 2024, amounted to $29.7 million, and consisted mainly of $13.0 million on various environmental work, $6.1 million on personnel costs, $3.9 million on legal, advisory and consulting, $1.9 million for sponsorship, training and stakeholder engagement support, $1.7 million spent on engineering and pre-feasibility studies, $1.5 million on communication and business development expenses, and additional payments of $1.6 million for various expenses.

For the nine months ended September 30, 2023, operating activities focused mainly on the continuation of environmental work following the completion of the NORI integrated collector test, as well as progressing on engineering work and pre-feasibility studies on the project. Net cash used in operating activities in the first nine months of 2023, amounted to $44.4 million, and consisted mainly of $24.8 million on various environmental work, $7.5 million on personnel costs, $3.7 million on legal costs, $2.6 million for sponsorship, training, and stakeholder engagement support, $1.6 million spent on engineering and pre-feasibility studies, $1 million on communication and business development expenses and additional payments of $4.2 million for various expenses.

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Cash flows used in Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2024 was $0.5 million for the purchase of equipment and software development.

Cash flows provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 was $23.3 million, which comprised of proceeds received from the Registered Direct Offering announced in August 2023 of $9 million, proceeds from short term debt and credit facilities of $9.2 million, proceeds from shares issued from ATM of $4.9 million and proceeds from exercise of stock options and employee stock plans of $0.5 million while the 2023 first nine months results represent the cash received from the Registered Direct Offering of $14.9 million and cash received of $5 million on closing of our investment in Low Carbon Royalties.

Contractual Obligations and Commitments

NORI Exploration Contract

As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report, which included a proposed work plan and estimated budget for 2022 to 2026, has been reviewed by and agreed with the ISA, and we are implementing this five-year plan. The cost of NORI’s estimated work plan for 2024 onwards is contingent on the ISA’s approval of the NORI contract area exploitation application. Should the approval of NORI’s exploitation application for the NORI contract area be delayed or rejected, NORI intends to revise its estimated future work plan in respect of its NORI Area. Work plans are reviewed annually by us, agreed with the ISA and may be subject to change depending on our progress to date.

TOML Exploration Contract

As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next five-year period. On December 23, 2022, the ISA accepted TOML’s proposed program of activities for the 2022-2026 five-year period, which included an estimated five-year expenditure of up to $44 million. The five-year estimated expenditure is indicative and subject to change, TOML will review the program regularly and TOML will inform the ISA of any changes through its annual reports.

Marawa Services Agreement

In 2013, DGE entered into the Marawa Services Agreement with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area. Under Marawa’s Exploration Contract with the ISA, Marawa submitted a periodic review report to the ISA that included a proposed work plan and estimated budget for the 2020-2024 five-year period. The five-year estimated expenditure is indicative and subject to change, Marawa will review the program regularly and Marawa will inform the ISA of any changes through its annual reports. Marawa is scheduled to submit a new periodic review in 2024, which will include a new work plan. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. We are collaborating with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is unclear. Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

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Regulatory Obligations Relating to Exploration Contracts

Both TOML and NORI require sponsorship from their host sponsoring nations, Tonga and Nauru, respectively. Each company has been registered and incorporated within the applicable host nation’s jurisdiction. The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and such state must maintain effective supervision and regulatory control over such sponsored contractor. Each of TOML and NORI is subject to the registration and incorporation requirements of these nations. In the event the sponsorship is otherwise terminated, such subsidiary will be required to obtain new sponsorship from another state that is a member of the ISA. Failure to obtain such new sponsorship would have a material impact on the operations of such subsidiary and us.

On August 20, 2024, Nauru updated its Nauru Seabed Minerals Authority Act, to prepare its regulatory regime for the transition from exploration to exploitation.

Sponsorship Agreements

On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into the NORI Sponsorship Agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential exploitation of the NORI Area. Upon reaching the minimum recovery level within the exploitation contract area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event NORI is granted an ISA exploitation contract. NORI has begun discussions with the Government of Nauru to renegotiate the existing sponsorship agreement and has also committed to ensuring NORI pays corporate income tax within Nauru, assuming our future operations are ultimately profitable.

On March 8, 2008, Tonga and TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of the TOML Area. On September 23, 2021, TOML and Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its agreement with those held by NORI with Nauru. TOML expects to renegotiate the existing sponsorship agreement with Tonga prior to entering into operations in the TOML Area and has committed to paying corporate income tax within Tonga, assuming our future operations are ultimately profitable.

Allseas Agreements

On March 29, 2019, we entered into a strategic alliance with Allseas to develop a system to collect, lift and transport nodules from the seafloor to shore and agreed to enter into a nodule collection and shipping agreement whereby Allseas would provide commercial services for the collection of the first 200 million metric tonnes of polymetallic nodules on a cost plus 50% profit basis. In furtherance of this agreement, on July 8, 2019, we entered into a Pilot Mining Test Agreement with Allseas (“PMTA”), which was amended on five occasions through February 2023, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application for an exploitation contract with the ISA. Under the PMTA, Allseas agreed to cover the development cost of the project in exchange for a payment from us upon successful completion of the pilot trial of the PMTS in NORI Area D.

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. The pilot nodule collection system developed and tested by Allseas is expected to be upgraded to a commercial system with an expanded targeted production capacity of up to an estimated 3.0 million tonnes of wet nodules per year, to be delivered in stepped increments. NORI and Allseas intend to equally finance all costs related to developing and getting the first commercial system into production. Once in production, NORI is expected to pay Allseas a nodule collection and transshipment fee and, as Allseas scales up production to up to an estimated 3.0 million wet tonnes of nodules per year, it is expected that unit costs will be reduced. Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties are reviewing Project Zero Offshore Nodule Collection System production targets, system design and cost estimates and enter into a binding Heads of Terms. The parties expect to further detail their relationship in a single definitive agreement using Work Planning and Budgeting procedure to allow for flexibility as the Allseas and NORI project team complete system engineering, upgrades and start commercial production. Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem, another Samsung 10000, with the potential for an additional production rate of three million tonnes of wet nodules per year. There can be no assurances, however, that we will enter into a definitive agreement with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such a definitive agreement is entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all.

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Through September 30, 2024, we have made the following payments to Allseas under the PMTA: (a) $10 million in cash in February 2020, (b) $10 million through the issuance of 3.2 million Common Shares valued at $3.11 per share in February 2020, (c) issued Allseas a warrant to purchase 11.6 million Common Shares at a nominal exercise price per share in March 2021, (d) $10 million in cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS and (e) on February 23, 2023 issued 10.85 million Common Shares to Allseas. On August 9, 2023, 11,578,620 common shares were issued to Allseas upon the exercise of the warrant that was granted to Allseas in March 2021, and receipt of the exercise fee of $115.8 thousand. The warrant vested and became exercisable on successful completion of the PMTS in November 2022.

On November 11, 2022, our board of directors approved the successful completion and testing of the PMTS in the NORI Area D and payment of the third milestone amounting to $10 million and additional costs owed to Allseas under the PMTA by issuing 10.85 million Common Shares to Allseas priced at $1.00 per share on February 23, 2023.

On August 1, 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give us exclusive use of the vessel (“Hidden Gem”) in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier. In consideration of the exclusivity term, on August 14, 2023, we issued 4.15 million Common Shares to Allseas.

Offtake Agreement

On May 25, 2012, DGE and Glencore entered into a copper offtake agreement and a nickel offtake agreement. DGE has agreed to deliver to Glencore 50% of the annual quantity of copper and nickel produced by a DGE-owned facility from nodules derived from the NORI Area at London Metal Exchange referenced market pricing with allowances for product quality and delivery location. Either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate the agreement by giving twelve months’ notice.

Borrowing with Company Related to Allseas

2023 Credit Facility

As described above, on March 22, 2023, the Company entered into the 2023 Credit Facility with Argentum Cedit Virtuti GCV, an affiliate of Allseas, under which we may borrow up to $25.0 million pursuant to the terms and conditions of the Credit Facility, as amended, which has a maturity date of August 31, 2025. On August 16, 2024, the Company entered into the Third Amendment to the Credit Facility, to increase the borrowing limit of the Credit Facility to $27.5 million. Under the terms of the Third Amendment, upon closing of the November 2024 Registered Direct Offering discussed above, the borrowing limit will return to $25 million. The Credit Facility remained undrawn as at September 30, 2024.

2024 Short-Term Loan and Working Capital Loan

On May 27, 2024, the Company entered into a short-term loan agreement with Argentum Cedit Virtuti GCV whereby the Company borrowed $2 million (the “Loan”) on May 30, 2024. The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum. On the maturity date, Company repaid the entire Loan amounting to $2 million and the accrued interest.

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Credit Facility with ERAS Capital LLC and Gerard Barron

On March 22, 2024, the Company entered into an Unsecured Credit Facility with Gerard Barron, our Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of our director, Andrei Karkar, pursuant to which, we may borrow from the 2024 Lenders up to $25,000,000 in the aggregate ($12,500,000 from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at our election) on the first business day of each of June and January. We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. We have the right to pre-pay the entire amount outstanding under the 2024 Credit Facility at any time, before the 2024 Credit Facility’s maturity of December 31, 2025. The 2024 Credit Facility also contains customary events of default. The 2024 Credit Facility will terminate automatically if we or any of our subsidiaries raise at least USD $50,000,000 in the aggregate (i) through the issuance of any of our or our subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). On November 14, 2024, we entered into the Second Amendment to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to the 2024 Credit Facility with ERAS Capital LLC and Gerard Barron, to extend the maturity of the 2024 Credit Facility to December 31, 2025. In the three and nine months ended September 30, 2024, the Company drew $0.3 million and $4.2 million, respectively, from the 2024 Credit Facility.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet arrangements.

Critical Accounting Policies and Significant Judgments and Estimates

Our condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Except as described in Note 3 to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our 2023 Annual Report on Form 10-K.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups (“JOBS”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the closing of the Business Combination, we expect to remain an emerging growth company at least through the end of the 2024 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period at least through the end of the 2024 fiscal year, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

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Cautionary Statements Regarding the NORI Initial Assessment and TOML Mineral Resource Statement

We have estimated the size and quality of our resource in the NORI and TOML Areas, as described below, in our SEC Regulation S-K (subpart 1300) compliant Technical Report Summary - Initial Assessment, of the NORI Property, Clarion-Clipperton Zone, Pacific Ocean dated March 17, 2021 (“NORI Initial Assessment”) and Technical Report Summary - TOML Mineral Resource, Clarion-Clipperton Zone, Pacific Ocean dated March 26, 2021 (“TOML Mineral Resource Statement”), respectively, prepared by AMC Consultants Ltd. (“AMC”). We plan to continue to estimate our resources in the NORI and TOML Areas and develop the project economics. The initial assessment included in the NORI Initial Assessment Report is a conceptual study of the potential viability of mineral resources in NORI Area D. This initial assessment indicates that development of the mineral resource in NORI Area D is potentially technically and economically viable; however, due to the preliminary nature of project planning and design, and the untested nature of the specific seafloor production systems at a commercial scale, economic viability has not yet been demonstrated.

The NORI Initial Assessment and TOML Mineral Resource Statement do not include the conversion of mineral resources to mineral reserves.

As used in this Quarterly Report on Form 10-Q or in the applicable report summary, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”, as applicable, are defined and used in accordance with the SEC Mining Rules.

You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC. You are also cautioned that mineral resources do not have demonstrated economic value. Information concerning our mineral properties in the NORI and TOML Technical Report Summaries and in this Quarterly Report on Form 10-Q includes information that has been prepared in accordance with the requirements of the SEC Mining Rules forth in subpart 1300 of Regulation S-K. Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization would be economically and legally produced or extracted at the time of the reserve determination. Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized. Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. Approximately 97% of the NORI Area D resource is categorized as measured or indicated.

Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of markets and other risks including the effects of change in interest rates, inflation and foreign currency translation and transaction risks as well as risks to the availability of funding sources, hazard events, specific asset risks, regulatory risks, public policy risks and technology risks. We also expect to be exposed to commodity risks if and when we commence commercial production.

Interest Rate Risk and Credit Risk

Interest rate risk is the risk that the fair value of our future cash flows and our financial instruments will fluctuate because of changes in market interest rates.

Our current practice is to invest excess cash in investment-grade short-term deposit certificates issued by reputable Canadian financial institutions with which we keep our bank accounts and management believes the risk of loss to be remote. We periodically monitor the investments we make and are satisfied with the credit ratings of our banks. Due to the current high cash need of our operating plan, we have kept our funds readily available, placed in secure, highly liquid interest-bearing investments, as at September 30, 2024.

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Credit risk is a risk of loss that may arise on outstanding financial instruments should a counter party default on its obligation. Our receivables consist primarily of general sales tax due from the Federal Government of Canada and as a result, the risk of default is considered to be low. Once we commence commercial production, we expect our credit risk to rise with our increased customer base.

Other Risks

We are exposed to a variety of markets and other risks including the effects of inflation and foreign currency translation, commodity pricing risks and transaction risks as well as risks to the availability of funding sources, hazard events specific asset risks, regulatory risks, public policy risks and technology risks. We also expect to be exposed to commodity risks if and when we commence commercial production.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2024, as a result of a material weakness in our internal control over financial reporting as described below.

Material Weaknesses in Internal Control over Financial Reporting

As previously disclosed in our 2023 Annual Report on Form 10-K, management identified a material weakness in the operating effectiveness of our internal controls over the accounting for significant non-routine transactions that resulted from the inadequate and untimely involvement of stakeholders and technical advisors with an appropriate level of expertise to account for a non-routine, unusual and complex transaction. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

This material weakness resulted in errors in the financial statements and related disclosures in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, and for the six months ended June 30, 2023 and nine months ended September 30, 2023. See Note 22 to the audited consolidated financial statements for the year ended December 31, 2023, included in our 2023 Annual Report on form 10-K for more information about these errors and our revisions to these previously issued financial statements in our financial statements as of and for the year ended December 31, 2023, as included in the 2023 Annual report on Form 10-K.

In order to remediate this material weakness, we have developed and rolled out training on processes and controls related to complex, non-routine transactions and evaluating the circumstances under which we use technical advisors in connection with evaluating complex, non-routine transactions. We are also considering engaging the assistance of additional third-party resources as deemed appropriate to assist management in its remediation efforts.

Our internal controls over significant non-routine transactions need to be in operation and tested for sufficient instances to be considered effective: such new controls will be tested with the next non-routine transaction. Consequently, the controls for non-routine transactions remain ineffective as of September 30, 2024.

Notwithstanding our material weakness, we have concluded that our unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

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Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal controls that occurred during the third quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Except as set forth below, we are not currently a party to any material legal proceedings. There have been no material changes to the legal proceedings disclosed in our Annual Report on Form 10-K for the fiscal year ended 2023 (or in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as applicable). For a full description of these proceedings, please refer to the disclosures in our prior filings with the Securities and Exchange Commission.

On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). We filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that we breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted our motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied our motion to dismiss the breach of the Subscription Agreement claim. We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim in March 2024 and the appeal was heard by the Court on November 8, 2024. The parties are currently awaiting a ruling. There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated.

ITEM 1A. RISK FACTORS.

You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under Item 1A. Risk Factors in our 2023 Annual Report on Form 10-K. There have been no material changes from or additions to the risk factors disclosed in our 2023 Annual Report on Form 10-K other than the revised risk factors set forth below. We may disclose changes to risk factors or additional factors from time to time in our future filings with the SEC.

Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business.

On March 4, 2023 the United Nations finalized the UN High Seas Treaty. The treaty does not replace or amend UNCLOS, or the authority of the ISA, and must be interpreted consistently with the rights granted by the Convention.

To date, no commercial collection (also referred to as “mining,” “exploitation” or “harvesting”) of nodules has occurred on the seafloor in the area of the high seas beyond the limits of national jurisdiction (the “Area”), which includes the CCZ. Moreover, despite the release by the ISA of the Draft Regulations on Exploitation of Mineral Resources (the “Draft Regulations”), finalization of such regulations remains subject to approval and adoption by the ISA. Once adopted, these regulations will add to the legal and technical framework for exploitation of the polymetallic nodules in the NORI, TOML and Marawa contract areas.

Section 1, paragraph 15 of the 1994 Agreement Relating to the Implementation of Part XI of UNCLOS (the “1994 Agreement”) allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention. This notice obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state.

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On June 25, 2021, Nauru submitted such a notice, with an effective date of July 9, 2021, to the ISA requesting that it complete the adoption of rules, regulations and procedures (“RRPs” or the “Mining Code”) necessary to facilitate the approval of plans of work for exploitation in the Area. As a result of that notice, the ISA was required to adopt the relevant RRPs for exploitation by July 9, 2023. The ISA, however, did not adopt the RRPs for exploitation by the July 9, 2023 deadline. At its July 2023 session, the ISA released a road map for the finalization of the Mining Code, with a view to its adoption during the 30th session of the ISA in 2025. The road map included three scheduled ISA Council meetings through July 2024 to elaborate on the Mining Code. The Mining Code was not completed at the July 2024 ISA Council meetings and during these meetings, the ISA agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30th session of the ISA in 2025. The ISA Council has scheduled two ISA Council meetings in March and July 2025 to progress the Mining Code and has agreed to continue working intersessionally to advance the text. Although we believe the ISA will adopt the Mining Code, there can be no assurances that the Mining Code will be adopted within this timeline, or at all, as a result of actions of ISA member States or otherwise. For example, at least 32 ISA member States out of the 169 ISA members have expressed reservations about the timing of commercialization of seafloor mineral resources and have called for a ban, moratorium, or precautionary pause on the commercialization of these resources. In addition, although the Draft Regulations and several supporting standards and guidelines are at an advanced stage, there remains uncertainty regarding the final form that these will take, as well as the impact that such regulations, standards and guidelines will have on our ability to meet our objectives.

As the ISA Council did not complete the adoption and elaboration of the Mining Code by the prescribed deadline of July 9, 2023, pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 Agreement, if an application for a plan of work for exploitation is now submitted to the ISA, the ISA is nonetheless required to consider and provisionally approve such a plan of work based on: (i) the provisions of the UNCLOS; (ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the 1994 Agreement, including the principle of non-discrimination among contractors.

NORI intends to submit an application to the ISA for an exploitation contract, which will include a plan of work for exploitation for the NORI contract area, expected to be filed on June 27, 2025. If the ISA has not adopted the final Mining Code by the time NORI submits this application, we believe that the ISA will review and provisionally approve the plan of work for exploitation included therein pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 Agreement discussed above. The ISA released its road map to finalize the Mining Code at its July 2023 session and at its July 2024 session agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30th session of the ISA in 2025, however, it has also stated that the commercial exploitation of mineral resources in the ISA’s jurisdictional area should not be carried out in the absence of RRPs relating to exploitation. In addition, there can be no assurances that the ISA will come to a consensus as to the interpretation of Section 1, Paragraph 15(c) of the Annex to the 1994 Agreement. Although we believe the ISA will accept and consider an application for a plan of work for exploitation in the absence of the final Mining Code, there is no consensus within the ISA as to the process to be followed for its consideration of such an application, including the involvement of the ISA’s Legal and Technical Commission (LTC) and whether and how long the ISA could delay its consideration of an application past the proscribed 60-day period. As a result, and to provide clarity on the application review process and timeline, the Republic of Nauru, in consultation with NORI, has formally requested that this issue be added to the agenda of the Council’s March 2025 meeting. We expect that this will allow Council to discuss and approve the process to be confirmed prior to NORI’s expected application submission date of June 27, 2025. In light of some ISA Member States calling for a ban, moratorium or precautionary pause on the commercialization of seafloor mineral resources, there can be no assurance that the ISA will provisionally approve our plan of work for exploitation, within one year from submission thereof, or at all, or that such provisional approval would lead to the issuance of an exploitation contract with the ISA. On August 2, 2024, the ISA Assembly elected Leticia Carvalho of Brazil as the new Secretary-General of the ISA for the period 2025-2028. There can be no assurances that the ISA’s stated target for adoption of the Mining Code of 2025 will be met or that any application for an exploitation contract will be approved before the final Mining Code is adopted.

The collection of polymetallic nodules within the CCZ, where our exploration areas are located, will require approval of an ISA Exploitation Contract (which will authorize commercial collection activities). As part of the application for an ISA Exploitation Contract, all contractors are required to complete baseline studies and an Environment and Social Impact Assessment (ESIA), culminating in an EIS, prior to collecting nodules at a commercial scale. The EIS would be accompanied by an Environmental Monitoring and Management Plan (EMMP) which is expected to specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting.

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In order to move our exploration projects into commercial production, our wholly owned subsidiaries, NORI and TOML will each need to conclude an exploitation contract with the ISA, as will our partner, Marawa, in addition to obtaining related permits that may be required by our commercial partners. There can be no assurance that the ISA will approve our application for a plan of work for exploitation and issue an exploitation contract to our subsidiaries in a timely manner or at all. Even if the ISA timely evaluates such applications(s), our subsidiaries may be required to submit a supplementary EIS or perform additional studies or campaigns before obtaining approval. As such, there is a risk that an exploitation contract may not be granted by the ISA, may not be granted on a timely basis, thereby delaying our potential timeline for commercial exploitation, or may be granted on uneconomic terms.

Similarly, with respect to sponsoring State regulation, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that would limit or curtail production or development by our subsidiaries. Amendments to current laws and regulations governing the operations and activities of deep-sea mineral resources companies, or changes in interpretation thereto, or the unwillingness of countries throughout the world to enforce such laws and regulations, could have a material adverse impact on our business, and could cause increases in exploration expenses, capital expenditures, production costs, or put the security of our equipment at risk to activism or piracy. Such amendments could also cause reductions in our future production, or the delay or abandonment in the development of our polymetallic mineral resource properties. There can be no certainty that actions by governmental and regulatory authorities, including changes in regulation, taxation and other fiscal regimes, will not adversely impact our projects or our business. Further, our operations depend on the continuation of the sponsorship agreements between our subsidiaries NORI and TOML and each of their host Sponsoring States, Tonga and Nauru, respectively. Each subsidiary has been registered and incorporated within such host nation and each host nation has maintained effective control, supervision, regulation, and sponsorship over the conduct of such subsidiary. While we have beneficial ownership over such subsidiaries, each subsidiary operates under the regulation and sponsorship of Nauru and Tonga. If such arrangement is challenged, or sponsorship is terminated, we may have to restructure the ownership or operations of such subsidiary to ensure continued State sponsorship. Failure to maintain sponsorship, or secure new state sponsorship, will have a material impact on such subsidiary and on our overall business and operations.

While the rates of payments are yet to be set by the ISA, the 1994 Agreement prescribes a relevant framework that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.” The ISA has held workshops with stakeholders to discuss and seek comments on the potential financial regime for the collecting of polymetallic nodules in the CCZ. There can be no assurance that the ISA will put in place a Mining Code in a timely manner or at all. Such regulations may also impose burdensome obligations or restrictions on us, and/or may contain terms that do not enable us to develop our projects.

In August 2024, as a result of a new process established by the LTC to identify contractors who may be at risk of non-compliance with obligations under their respective exploration contract, the ISA sent notifications of such potential risk of non-compliance to multiple contractors, including TOML and Marawa.

The LTC’s notification to TOML cited concerns, which relate mainly to the failure to conduct planned sampling campaigns, the need to submit digital data in the revised reporting templates, delays in surveys for environmental baseline development, and the delay in submission of its scoping report. TOML is in the process of responding to the notification and is positioned to take corrective action if necessary. The Company is confident that its response and corrective action(s) (if any) will be satisfactory to rectify the LTC’s concerns regarding TOML; however, no assurances can be given that the LTC will be fully satisfied. If the LTC deems TOML’s response insufficient or incomplete, or if TOML fails to respond, the LTC, in line with ISAB/29/LTC/5, may report TOML to Council for further consideration and action. If TOML is deemed to have not remedied all issues raised by the LTC, there is a risk of non-compliance and the ISA suspending some or all rights granted under the exploration license, which could include halting exploration activities, and in severe cases, termination of the exploration contract, which could have a material and adverse effect on our future business prospects and financial condition.

The LTC’s notification to Marawa cited concerns, which relate mainly to the lack of expedition work, absence of study activities or data submission, failure to provide a detailed exploration strategy, delays in conducting planned research cruises, and insufficient analysis of biological samples. If the LTC deems Marawa’s response insufficient or incomplete, or if Marawa fails to respond, the LTC, in line with ISAB/29/LTC/5, may report Marawa to Council for further consideration and action. If Marawa is deemed to have not remedied all issues raised by the LTC, there is a risk of non-compliance and the ISA suspending some or all rights granted under the exploration license, which could include halting exploration activities, and in severe cases, termination of the exploration contract.

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We are involved in litigation that may adversely affect us and may not be successful in our litigation related to non-performing Private Investment in Public Equity (“PIPE”) investors.

Due to the nature of our business, we may be subject to regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of our business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. We can provide no assurances that these matters will not have a material adverse effect on our business. Following periods of volatility in the market, securities class-action litigation has often been instituted against companies. On October 28, 2021, a shareholder filed a putative class action against us and certain executives in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 to October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling. On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). We filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that we breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted our motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied our motion to dismiss the breach of the Subscription Agreement claim. We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim and the appeal was heard by the Court on November 8, 2024. The parties are currently awaiting a ruling. There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated.

We expected to receive approximately $330 million of proceeds in the private placement that closed on September 9, 2021 in connection with the Closing but only received $110.3 million (net of transactions costs). On September 20, 2021, we commenced litigation in the New York Superior Court, New York County against two investors who failed to fund their commitments pursuant to subscription agreements entered into in connection with the expected financing. These actions are captioned Sustainable Opportunities Acquisition Corp. n/k/a TMC the metals company Inc. v. Ethos Fund I, LP, Ethos GP, LLC, Ethos DeepGreen PIPE, LLC, and Ethos Manager, LLC, Index No. 655527/2021 (N.Y. Sup. Ct.) and Sustainable Opportunities Acquisition Corp. n/k/a TMC the metals company Inc. v. Ramas Capital Management, LLC, Ramas Energy Opportunities I, LP, Ramas Energy Opportunities I GP, LLC, and Ganesh Betanabhatla, Index No. 655528/2021 (N.Y. Sup. Ct.). The operative complaints allege that the investors breached the relevant subscription agreement and that the investors’ affiliates tortiously interfered with the subscription agreements by causing the investor not to fund its contractual obligations. We are seeking compensatory damages (plus interest), expenses, costs, and attorneys’ fees. There can be no assurances, however, that we will be successful in our efforts against these investors.

On November 8, 2024, a shareholder filed a putative class action against us and certain executives in federal district court for the Central District of California, captioned Lin v. TMC The Metals Company Inc., Gerard Barron, and Craig Shesky. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc. and the derecognition of the capitalized exploration contract related to NORI. The alleged misstatements and omissions pertain to our initial classification of this non-financial asst as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024.

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The complaint purports to represent a class of shareholders who acquired our securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings. We intend to defend against the lawsuit. There can be no assurance, however, that we will be successful in our defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the three months ended September 30, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

10b5-1 Trading Arrangements

During the three months ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

Amendments to Credit Facilities

On November 14, 2024, we entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC (the “Second Amendment”), to increase the borrowing limit thereunder to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity date to December 31, 2025. Under the terms of the Second Amendment, the parties agreed to an increase in the underutilization fee to 6.5% and to allow repayment of the Loan to be made in equity at the Company’s election. The foregoing description of the Second Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Second Amendment which we expect to attach as an Exhibit to our next Annual Report on Form 10-K and incorporated therein by reference.

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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference Herein from Form or Schedule	Filing Date	SEC File/ Reg. Number
10.1†	Third Amendment to the Unsecured Credit Facility, dated August 16, 2024, by and between TMC the metals company Inc. Argentum Cedit Virtuti GCV		Form 8-K (Exhibit 10.1)	08/16/2024	001-39281
10.2†	Working Capital Loan Agreement, dated September 9, 2024, by and between TMC the metals company Inc. and Allseas Investments SA		Form 8-K (Exhibit 10.1)	09/12/2024	001-39281
10.3+	Amendment to the Working Capital Loan Agreement, dated October 18, 2024, by and between the Company and Allseas Investments SA.		Form 8-K (Exhibit 10.1)	10/24/2024	001-39281

10.4+	First Amendment to the Unsecured Credit Facility, dated August 13, 2024, by and between TMC the metals company Inc. and Gerard Barron and ERAS Capital LLC		Form 10-Q (Exhibit 10.5)	08/14/2024	001-39281

31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32*	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	X

† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.

+ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TMC THE METALS COMPANY INC.

Date: November 15, 2024	By:	/s/ Gerard Barron
		Gerard Barron
		Chief Executive Officer

Date: November 15, 2024	By:	/s/ Craig Shesky
		Craig Shesky
		Chief Financial Officer