TMC the metals Co Inc. 10-Q

ITEM 5. OTHER INFORMATION. None. ​ 34 ​ Table of Contents ​ 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 ​ Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to Strategic Alliance Agreement, effective as of February 8, 2023, by and among DeepGreen Engineering Pte Ltd, DeepGreen Metals Inc., TMC the metals company Inc. and Allseas Group S.A. ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 2/17/2023 ​ 001-39281 10.2† ​ Royalty Agreement, dated February 21, 2023, by and among TMC the metals company Inc., Nauru Ocean Resources Inc. and Low Carbon Royalties Inc. ​ ​ ​ Form 8-K (Exhibit 10.1) ​ 2/22/2023 ​ 001-39281 10.3† ​ Investor Rights Agreement, dated February 21, 2023, by and among TMC the metals company Inc., Brian Paes-Braga and Low Carbon Royalties Inc. ​ ​ ​ Form 8-K (Exhibit 10.2) ​ 3/27/2023 ​ 001-39281 1 0.4 ​ Unsecured Credit Facility, dated March 22, 2023, by and between TMC the metals company Inc. and Argentum Credit Virtuti GCV ​ ​ ​ Form 10-K (Exhibit 10.31) ​ 03/27/2023 ​ 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 ​ ​ ​ ​ ​ ​ † 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. * 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. ​ 35 ​ Table of Contents 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: May 11, 2023 By: /s/ Gerard Barron ​ ​ ​ Gerard Barron ​ ​ ​ Chief Executive Officer ​ ​ ​ ​ ​ Date: May 11, 2023 By: /s/ Craig Shesky ​ ​ ​ Craig Shesky ​ ​ ​ Chief Financial Officer ​ ​ ​ ​ 36