Item 1. Financial Statements
Item 1. Financial Statements
TMC the metals company Inc.
Condensed Consolidated Balance Sheets
(in thousands of US Dollars, except share amounts)
(Unaudited)
As at
As at
March 31,
December 31,
ASSETS
Note
2024
2023
Current
Cash
$
3,991
$
6,842
Receivables and prepayments
1,953
1,978
5,944
8,820
Non-current
Exploration contracts
43,150
43,150
Equipment
1,048
1,133
Software development costs
1,718
1,643
Right-of-use asset
6
5,244
5,721
Investment
7
8,351
8,429
59,511
60,076
TOTAL ASSETS
$
65,455
$
68,896
LIABILITIES
Current
Accounts payable and accrued liabilities
36,470
31,334
36,470
31,334
Non-current
Deferred tax liability
10,675
10,675
Royalty liability
7
14,000
14,000
Warrants liability
10
2,500
1,969
TOTAL LIABILITIES
$
63,645
$
57,978
EQUITY
Common shares (unlimited shares, no par value – issued: 318,291,383 (December 31, 2023 – 306,558,710 ))
454,431
438,239
Additional paid in capital
122,691
122,797
Accumulated other comprehensive loss
( 1,216 )
( 1,216 )
Deficit
( 574,096 )
( 548,902 )
TOTAL EQUITY
1,810
10,918
TOTAL LIABILITIES AND EQUITY
$
65,455
$
68,896
Nature of Operations (Note 1)
Contingent Liabilities (Note 14)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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TMC the metals company Inc.
Condensed Consolidated Statements of Loss and Comprehensive Loss
(in thousands of US Dollars, except share and per share amounts)
(Unaudited)
Three months ended
Three months ended
March 31,
March 31,
Note
2024
2023
Operating expenses
Exploration and evaluation expenses
8
$
18,123
$
7,169
General and administrative expenses
6,559
6,214
Operating loss
24,682
13,383
Other items
Equity-accounted investment loss
7
78
219
Change in fair value of private warrants liability
10
531
544
Foreign exchange (gain) loss
( 266 )
29
Interest income
( 102 )
( 454 )
Fees and interest on credit facility
6,13
271
27
Loss and comprehensive loss for the period
$
25,194
$
13,748
Loss per share - basic and diluted
$
0.08
$
0.05
Weighted average number of Common Shares outstanding – basic and diluted
311,521,854
272,029,603
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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TMC the metals company Inc.
Condensed Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
Accumulated
Common Shares
Additional
Other
Paid in
Comprehensive
Three months ended March 31, 2024
Shares
Amount
Capital
Loss
Deficit
Total
January 1, 2024
306,558,710
$
438,239
$
122,797
$
( 1,216 )
$
( 548,902 )
$
10,918
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Notes 9, 10)
4,500,000
7,447
1,553
—
—
9,000
Exercise of stock options (Note 11)
120,000
144
46
—
—
190
Conversion of restricted share units, net of shares withheld for taxes (Note 11)
7,112,673
8,601
( 8,601 )
—
—
—
Share-based compensation and expenses settled with equity (Notes 10, 11)
—
—
6,896
—
—
6,896
Loss for the period
—
—
—
—
( 25,194 )
( 25,194 )
March 31, 2024
318,291,383
$
454,431
$
122,691
$
( 1,216 )
$
( 574,096 )
$
1,810
Accumulated
Common Shares
Additional
Other
Paid in
Comprehensive
Three months ended March 31, 2023
Shares
Amount
Capital
Loss
Deficit
Total
January 1, 2023
266,812,131
$
332,882
$
184,960
$
( 1,216 )
$
( 475,121 )
$
41,505
Shares issued to Allseas
10,850,000
9,394
—
—
—
9,394
Conversion of restricted share units, net of shares withheld for taxes
2,956,154
2,814
( 2,814 )
—
—
—
Share-based compensation and Expenses settled with equity
—
—
4,650
—
—
4,650
Loss for the period
—
—
—
—
( 13,748 )
( 13,748 )
March 31, 2023
280,618,285
$
345,090
$
186,796
$
( 1,216 )
$
( 488,869 )
$
41,801
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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TMC the metals company Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
Three months ended
Three months ended
March 31,
March 31,
Note
2024
2023
Cash provided by (used in)
Operating activities
Loss for the period
$
( 25,194 )
$
( 13,748 )
Items not affecting cash:
Amortization
85
88
Lease expense
6
477
—
Share-based compensation and expenses settled with equity
11
6,896
4,650
Equity-accounted investment loss
7
78
219
Change in fair value of warrants liability
10
531
544
Unrealized foreign exchange movement
( 293 )
( 20 )
Changes in working capital:
Receivables and prepayments
25
( 459 )
Accounts payable and accrued liabilities
5,543
( 14,758 )
Net cash used in operating activities
( 11,852 )
( 23,484 )
Investing activities
Acquisition of equipment and software
( 340 )
—
Net cash used in investing activities
( 340 )
—
Financing activities
Proceeds from Registered Direct Offering
9
9,000
—
Expenses paid for Registered Direct Offering
9
( 142 )
—
Proceeds from exercise of stock options
11
190
—
Proceeds from Low Carbon Royalties investment
—
5,000
Net cash provided by financing activities
9,048
5,000
Decrease in cash
$
( 3,144 )
$
( 18,484 )
Impact of exchange rate changes on cash
293
20
Cash - beginning of period
6,842
46,876
Cash - end of period
3,991
28,412
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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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)
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 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. 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 to private contractors who are 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 into an option agreement (the “Marawa Option 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).
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.
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 normal 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.
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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)
Comparative figures reported in the Condensed Consolidated Balance Sheet, for cash, receivables and prepayments, 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 valuation of incentive stock options (Note 11), valuation of Class A warrants (Note 9) 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.
There were no transfers between fair value measurement levels during the three months ended March 31, 2024, and 2023.
As at March 31, 2024, and December 31, 2023, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability, and warrants issued by the Company. These warrants are valued at fair value, which is disclosed in Note 10.
5. Recent Accounting Pronouncements Issued and Adopted
There were no recent accounting pronouncements issued and adopted by the Company during the period.
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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)
6. Strategic Alliance with Allseas and Affiliates
Development of Project Zero Offshore Nodule Collection System
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. During the three months ended March 31, 2024, in relation to the development of the commercial nodule collection system, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 3.7 million, recorded as mining, technological and process development within exploration and evaluation expenses (three months ended March 31, 2023 - $ 1.0 million).
Exclusive Vessel Use Agreement with Allseas
On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“ Hidden Gem ”) to the Company 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, the Company, on August 14, 2023, issued 4.15 million common shares to Allseas. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.
The Company has determined that the Exclusive Vessel Use Agreement with Allseas is a lease agreement, classified as an operating lease. On August 1, 2023, the Company recorded a lease liability amounting to $ 6.5 million, which represents the fair value of 4.15 million common shares issued to Allseas on August 14, 2023, as consideration. The entire lease liability was settled within 14 days of the commencement of lease. On the date of the agreement, the Company recognized $ 6.5 million as a right-of-use asset, which represented the present value of the lease payments.
For the three months ended March 31, 2024, the Company has recognized $ 0.5 million as lease expense recorded as exploration and evaluation expense.
As at March 31, 2024, the net amount of the right-of-use asset is as follows:
Right-of-use Asset
Balance as on December 31, 2023
$
5,721
Lease expense during the period
477
Balance as at March 31, 2024
$
5,244
Credit Facility with Allseas Affiliate
On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“Credit Facility”), with Argentum Credit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, pursuant to which, the Company 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 based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum payable in cash semi-annually (or plus 5 % if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the Credit Facility at any time before the Credit Facility’s maturity. The Company has the ability to settle certain charges under this Credit Facility in cash or in equity at the discretion of the Company. The Credit Facility also contains customary events of default. On March 22, 2024, the Company entered into the Second Amendment to the Unsecured Credit Facility with the Lender, the parent of Allseas Investments S.A. and an affiliate of Allseas, to extend the Credit Facility to August 31, 2025 and to provide that the underutilization fee thereunder shall cease to be payable after the date on which the Company or the Lender gives notice of termination of the agreement. Under the amended Credit Facility, the Company may borrow from the Lender up to $ 25,000,000 in the aggregate through August 31, 2025.
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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)
During the three months ended March 31, 2024, the Company has not drawn any amount from the Credit Facility and has incurred $ 0.2 million (three months ended March 31, 2023: $ 27 thousand) as underutilization fees.
As at March 31, 2024, the total amount payable to Allseas and its affiliates was $ 17.5 million (December 31, 2023: $ 13.8 million).
As at March 31, 2024, Allseas and its affiliates owned 53.8 million TMC common shares (2023: 53.8 million TMC common shares) which constituted 16.9 % (December 31, 2023: 17.6 %) of total common shares outstanding.
7. Investment in Low Carbon Royalties
On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties, a private corporation formed under the laws of British Columbia, Canada, to finance low carbon emitting energy production and technologies (natural gas, nuclear, renewables), transition metals and minerals required for energy storage and electrification (Cu, Li, Ni, Co, Mn), and the evolving environmental markets (the “Partnership”). In connection with the Royalty Agreement, NORI contributed a 2 % gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ in which NORI currently holds exclusive exploration rights for polymetallic nodules from the ISA to Low Carbon Royalties. The Company retained the right to repurchase up to 75 % of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth anniversaries of the Partnership. If both repurchase transactions are executed, the NORI Royalty will be reduced to 0.5 %. At the Closing Date, Low Carbon Royalties also owned a 1.56 % gross overriding royalty on a producing natural gas field in Latin America (the “LCR – owned Royalty”). In consideration of the NORI Royalty, TMC received 35.0 % of the common shares issued by Low Carbon Royalties and $ 5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights.
As a condition of closing the Royalty Agreement, the parties entered into an agreement with Low Carbon Royalties to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”). As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of Low Carbon Royalties being issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date Low Carbon Royalties becomes a publicly listed entity.
Although the Company does not control Low Carbon Royalties (as per ASC 810), it does however exercise significant influence and therefore the equity method of accounting is applied (as per ASC 323).
On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America, increasing its total gross overriding royalty on the existing first license block from 1.56 % to 3.13 % and acquiring a new gross overriding royalty of 1.44 % on a second license block. The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32 % from 35 %.
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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)
Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $ 9 million as investment in Low Carbon Royalties on the Closing Date. For the three months ended March 31, 2024, the Company’s share of the net loss generated by the Low Carbon Royalties was $ 78 thousand (share of net loss for three months ended March 31, 2023: $ 0.2 million).
Investment
Fair value of NORI Royalty
$
14,000
Cash received
( 5,000 )
Cost of Investment on Closing Date
9,000
Equity-accounted investment loss for the year ended 2023
( 571 )
Investment as at December 31, 2023
$
8,429
Equity-accounted investment loss for the period ended March 31, 2024
78
Investment as at March 31, 2024
$
8,351
The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”). The Company elected to account for the royalty liability at fair value through profit and loss. The fair value was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compares the specific characteristics of these transactions to estimate the fair value. The fair value of the royalty liability as at March 31, 2024, remained unchanged at $ 14 million.
Financial results of Low Carbon Royalties for the three months ended March 31, 2024 and March 31, 2023 are summarized below:
March 31
March 31
2024
2023
Current Assets
$
1,257
1,123
Non-Current Assets
26,009
27,873
Current Liabilities
86
117
Royalty Income
$
394
25
Total Revenue
404
66
Comprehensive Loss for the period
$
( 241 )
( 649 )
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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)
8 . Exploration and Evaluation Expenses
The detail of exploration and evaluation expenses is as follows:
NORI
Marawa
TOML
Exploration
Option
Exploration
For the three months ended March 31, 2024
Contract
Agreement
Contract
Total
Environmental Studies
$
1,830
$
—
$
—
$
1,830
Exploration Labor
2,159
19
156
2,334
Share-Based Compensation (Note 11)
917
( 9 )
63
971
Mining, Technological and Process Development
11,260
—
338
11,598
Prefeasibility Studies
290
—
—
290
Sponsorship, Training and Stakeholder Engagement
687
35
151
873
Other
202
—
25
227
$
17,345
$
45
$
733
$
18,123
NORI
Marawa
TOML
Exploration
Option
Exploration
For the three months ended March 31, 2023
Contract
Agreement
Contract
Total
Environmental Studies
$
2,618
$
—
$
—
$
2,618
Exploration Labor
1,078
45
133
1,256
Share-Based Compensation
828
26
83
937
Mining, Technological and Process Development
1,018
—
105
1,123
Prefeasibility Studies
384
—
—
384
Sponsorship, Training and Stakeholder Engagement
414
76
237
727
Other
92
—
32
124
$
6,432
$
147
$
590
$
7,169
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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)
9. Registered Direct Offering
On August 14, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares (“Class A Warrants) (Note 10). Each common share and accompanying Class A Warrant were sold at a price of $ 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.
On January 30, 2024, the Company received the remaining committed funding of $ 9 million (representing 4,500,000 common shares and 2,250,000 warrants) from an investor affiliated with the Company. The common shares and warrants were issued on January 31, 2024.
As at March 31, 2024, 12,461,540 common shares and Class A Warrants to purchase 6,230,770 common shares had been issued and the Company received gross proceeds amounting to $ 24.9 million. The Company incurred $ 1.3 million as offering expenses, resulting in net proceeds received of $ 23.6 million. Out of the total net proceeds received of $ 23.6 million, the net proceeds attributable to common shares were $ 18.9 million and the net proceeds attributable to Class A Warrants were $ 4.7 million.
10 . Warrants
The Company issued 15,000,000 common share warrants as part of its predecessor’s initial public offering in May 2020 (“Public Warrants”) and 9,500,000 private placement common share warrants in a private placement simultaneously with the closing of its predecessor’s initial public offering (“Private Warrants”).
Public Warrants
As at March 31, 2024, 15,000,000 (March 31, 2023 - 15,000,000 ) Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares.
As at March 31, 2024, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.
Private Warrants
As at March 31, 2024, 9,500,000 (March 31, 2023 - 9,500,000 ) Private Warrants were outstanding.
The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $ 18.00 during 20 trading days within any 30 -day trading period and historical volatility of the share price of the common shares.
As at March 31, 2024, the fair value of outstanding Private Warrants of $ 2.5 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:
Private
Warrants
Warrants liability as at December 31, 2023
$
1,969
Increase in fair value of warrants liability
531
Warrants liability as at March 31, 2024
$
2,500
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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)
The fair value of the Private Warrants was estimated using the following assumptions:
March 31,
December 31,
2024
2023
Exercise price
$
11.50
$
11.50
Share price
$
1.10
$
1.10
Volatility
103.00
%
105.34
%
Term
2.44
years
2.69
years
Risk-free rate
4.39
%
3.98
%
Dividend yield
0.0
%
0.0
%
There were no exercises or redemptions of the Public Warrants or Private Warrants during the three-month period ended March 31, 2024.
Class A Warrants
On January 31, 2024, the Company issued the remaining 2,250,000 Class A Warrants, after receiving the remaining committed funding from the Registered Direct Offering of $ 9 million (Notes 9 and 13). These Class A Warrants were valued on January 31, 2024 using a Monte Carlo simulation, at a fair value of $ 0.69 per warrant. The fair value of the Class A Warrants was estimated using the following assumptions:
January 31,
2024
Exercise price
$
3.00
Share price
$
1.31
Call price threshold
$
6.50
Volatility
105.08
%
Term (years)
3.92
Risk-free rate
3.89
%
Dividend yield
0.0
%
On January 31, 2024, the Company recorded the fair value of the remaining 2,250,000 Class A warrants amounting to $ 1.6 million as additional paid in capital. As at March 31, 2024, the value recorded in additional paid in capital of all outstanding Class A Warrants was $ 4.8 million (December 31, 2023 - $ 3.2 million).
11 . Share-Based Compensation
The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of March 31, 2024, is 56,634,518 common shares, including 12,262,348 shares added to the Plan in January 2024 pursuant to the Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Plan is automatically increased by an amount equal to the lesser of 4 % of the number of outstanding common shares or an amount determined by the board of directors.
Stock options
As at March 31, 2024, there were 14,954,240 stock options outstanding under the Company’s Short-Term Incentive Plan (“STIP”) and 9,644,874 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). The Company makes awards under the STIP and LTIP under its equity incentive plans in effect at the time of the award, which is currently the Plan.
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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)
A continuity schedule summarizing the movements in the Company’s stock options under the STIP and LTIP plans is as follows:
Number of
Number of
Options
Options
Outstanding
Outstanding
under STIP
under LTIP
Outstanding – December 31, 2022
15,356,340
9,783,922
Expired
( 162,100 )
—
Exercised
( 120,000 )
—
Outstanding – December 31, 2023
15,074,240
9,783,922
Forfeited
—
( 139,048 )
Exercised
( 120,000 )
—
Outstanding – March 31, 2024
14,954,240
9,644,874
During the three months ended March 31, 2024, the Company recognized $ 47 thousand of share-based compensation expense for stock options (issued under STIP plans) in the statement of loss and comprehensive loss (three months ended March 31, 2023: $ 0.2 million). For the three months ended March 31, 2024, a total of $ 14 thousand of this share-based compensation expense was related to exploration and evaluation activities (three months ended March 31, 2023 - $ 0.1 million). The amount of this share-based compensation expense recognized related to general and administrative matters for three months ended March 31, 2024, was $ 33 thousand (three months ended March 31, 2023 - $ 0.1 million).
During the three months ended March 31, 2024, the Company reversed $ 0.6 million of previously recognized share-based compensation expense to record the forfeiture of unvested stock options (issued under LTIP plans) in the statement of loss and comprehensive loss (three months ended March 31, 2023: $ nil ) evenly apportioned between exploration and evaluation expenses (Note 8) and general and administration expenses.
Restricted Share Units (“RSU”)
The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date.
A summary of the RSU activity during the three months ended March 31, 2024 is presented in the table below:
Number of RSUs
Outstanding
Outstanding – December 31, 2023
12,484,880
Granted
10,962,024
Forfeited
( 226,054 )
Exercised
( 7,112,673 )
Outstanding – December 31, 2024
16,108,177
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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)
The details of RSUs granted by the Company during the three months ended March 31, 2024 are as follows:
Three months
Three months
ended March 31,
ended March 31,
Vesting Period
2024
2023
Vesting Immediately (1)(2)
3,800,435
3,237,710
Vesting fully on the first anniversary of the grant date
17,241
—
Vesting in thirds on each anniversary of the grant date (3)
7,144,348
8,683,486
Vesting in fourths on each anniversary of the grant date
—
343,750
Total Units Granted
10,962,024
12,264,946
1.
Of the 3,800,435 RSUs vesting immediately on grant date, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $ 4.1 million, at a weighted average grant date fair value of $ 1.44 per RSU.
2.
During the three months ended March 31, 2024, the Company granted 46,333 RSUs to consultants (three months ended March 31, 2023: 23,438 RSUs) resulting in $ 84 thousand, charged as general and administrative expenses for the three months ended March 31, 2024 (three months ended March 31, 2023: $ 23 thousand of general and administrative expenses). During the three months ended March 31, 2024, the Company also granted 27,323 RSUs to consultants as a prepayment for their services (three months ended March 31, 2023: nil ).
3. During the three months ended March 31, 2024, the Company granted 7,144,348 RSUs, as payment for the 2023 LTIP awards (three months ended March 31, 2023: 8,645,465 RSUs were issued as payment for the 2022 LTIP awards).
The grant date fair value of RSUs is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three months ended March 31, 2024, a total of $ 3.2 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2023: $ 1.6 million). Share-based compensation expense for RSUs totaling $ 2 million related to general and administration matters was charged to the statement of loss and comprehensive loss for the three months ended March 31, 2024 (three months ended March 31, 2023: $ 0.7 million). The Company recorded a total of $ 1.2 million of share-based compensation expense for RSUs related to exploration and evaluation activities for the three months ended March 31, 2024 (three months ended March 31, 2023: $ 0.9 million). As at March 31, 2024, total unrecognized share-based compensation expense for RSUs was $ 14.8 million (December 31, 2023 - $ 6.9 million).
As at March 31, 2024, an aggregate of 402,922 vested RSUs were being processed and due to be converted into common shares.
Employee Stock Purchase Plan
On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As of March 31, 2024, there were 10,998,032 common shares reserved for issuance under the ESPP. This included 3,065,587 shares added to the ESPP in January 2024 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1 % percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.
During the first quarter of 2024, a total of $ 18 thousand (three months ended March 31, 2023: $ 19 thousand) was charged to the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company. From the amount charged during the three months ended March 31, 2024, $ 9 thousand was recorded in exploration and evaluation expenses (three months ended March 31,2023: $ 7 thousand) and $ 9 thousand was recorded in general and administrative expenses (three months ended March 31,2023: $ 12 thousand).
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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)
12 . Loss per Share
Basic loss per share is computed by dividing the loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent these are dilutive. Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.
Anti-dilutive equivalent common shares were as follows:
For the three
For the three
months ended
months ended
March 31,
March 31,
2024
2023
Outstanding options to purchase common shares
24,599,114
25,140,262
Outstanding RSUs
16,108,177
13,123,935
Outstanding shares under ESPP
28,796
68,333
Outstanding warrants
30,730,770
36,078,620
Outstanding Special Shares and options to purchase Special Shares
136,239,964
136,239,964
Total anti-dilutive common equivalent shares
207,706,821
210,651,114
13 . Related Party Transactions
The Company’s subsidiary, DeepGreen Engineering Pte. Ltd., is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three months ended March 31, 2024 totaled $ 25 thousand, (three months ended March 31, 2023: $ 69 thousand), out of which a total $ 18 thousand (2023: $ 55 thousand), is disclosed as exploration labor within exploration and evaluation expenses (Note 8) and $ 7 thousand is disclosed as general and administrative expenses (2023: $ 14 thousand). As at March 31, 2024, the amount payable to SSCS was $ 8 thousand (December 31, 2023 - $ 17 thousand).
The Company’s Chief Ocean Scientist provides consulting services to the Company through Ocean Renaissance LLC (“Ocean Renaissance”) where he is a principal. Consulting services during the three months ended March 31, 2024 amounted to $ 50 thousand (2023: $ 94 thousand), out of which $ 23 thousand (2023: $ 42 thousand:), is disclosed as exploration labor within exploration and evaluation expenses (Note 8) and $ 27 thousand is disclosed as general and administrative expenses (2023: $ 52 thousand). As at March 31, 2024, the amount payable to Ocean Renaissance was $ 25 thousand (December 31, 2023- $ 25 thousand).
On January 30, 2024, as part of the Registered Direct Offering (Note 9), the Company received the remaining committed funding of $ 9 million from ERAS Capital LLC, the investment fund of one of the Company’s Directors.
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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)
On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s director, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $ 20,000,000 in the aggregate ( $ 10,000,000 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. The Company 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. The Company has 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 September 22, 2025. The 2024 Credit Facility also contains customary events of default. The 2024 Credit Facility will terminate automatically if the Company or any of its subsidiaries raise at least $ 50,000,000 in the aggregate (i) through the issuance of any of the Company’s or its subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement. During the three months ended March 31, 2024, the Company had not drawn any amount from the 2024 Credit Facility and had incurred $ 22 thousand as underutilization fees, which would be payable only in the event the 2024 Credit Facility is not drawn down upon at the time such fees are payable. As of May 13, 2024, the Company drew $ 2.9 million from the 2024 Credit Facility.
Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6.
14 . Contingent Liabilities
Contingent Liability
On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director 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 of 1934 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 the Company’s operations and prospects during the period from March 4, 2021 and 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. The Company denies 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. There is no assurance, however, that the Company or the other defendants will be successful in its 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. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses either cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.
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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)
On January 23, 2023, certain investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company 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.). The Company 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 the Company 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. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of its motion to dismiss the breach of the Subscription Agreement claim. There is no assurance that the Company will be successful in its 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.
15. 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.