What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 285 added, 215 removed, 441 unchanged (53% of the section changed)

3 unchanged sentences

(in thousands of US Dollars, except share amounts)

September 30,

Receivables and prepayments

15 unchanged sentences

Contingent Liabilities (Note 17)

Subsequent Event (Note 19)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Operating expenses

2 unchanged sentences

Operating loss

Nauru Warrant cost

Equity-accounted investment loss (income)

Nauru and Tonga Warrant costs

Equity-accounted investment loss

Gain on dilution of investment

Change in fair value of royalty liability

Change in fair value of warrant liability

Foreign exchange loss (gain)

Foreign exchange loss

Interest income

Fees and interest on borrowings and credit facilities

Net Loss and comprehensive loss for the period

Net Loss and comprehensive loss for the period, before tax

Net Loss and comprehensive loss for the period, after tax

Net Loss per share

7 unchanged sentences

Comprehensive

Three months ended June 30, 2025

April 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses (Notes 10, 12)

Three months ended September 30, 2025

Exercise of stock options (Note 14)

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 11, 13)

Shares issued from ATM (Note 11)

Exercise of Class A warrants (Note 13)

Exercise of Class B warrants (Note 13)

Nauru and Tonga Warrant cost (Note 13)

Conversion of restricted share units, net of shares withheld for taxes (Note 14)

Exercise of stock options (Note 13)

Share purchase under Employee Share Purchase Plan (Note 13)

Nauru Warrant Cost (Note 12)

Share-based compensation and expenses settled with equity (Note 14)

Loss for the period

June 30, 2025

September 30, 2025

Common Shares

Comprehensive

Three months ended June 30, 2024

April 1, 2024

Three months ended September 30, 2024

Conversion of restricted share units, net of shares withheld for taxes

3 unchanged sentences

Share-based compensation and expenses settled with equity

Foreign currency translation adjustment

Loss for the period

June 30, 2024

September 30, 2024

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

4 unchanged sentences

Comprehensive

Six months ended June 30, 2025

Nine months ended September 30, 2025

January 1, 2025

8 unchanged sentences

Share purchase under Employee Share Purchase Plan (Note 14)

Nauru Warrant Cost (Note 12)

Nauru and Tonga Warrant Cost (Note 13)

Share-based compensation and expenses settled with equity (Note 14)

Loss for the period

June 30, 2025

September 30, 2025

Common Shares

Comprehensive

Six months ended June 30, 2024

Nine months ended September 30, 2024

January 1, 2024

5 unchanged sentences

Share-based compensation and expenses settled with equity

Foreign currency translation adjustment

Loss for the period

June 30, 2024

September 30, 2024

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

2 unchanged sentences

(in thousands of US Dollars)

Six months ended

Nine months ended

September 30,

Cash provided by (used in)

2 unchanged sentences

Items not affecting cash:

Nauru Warrant Cost

Nauru and Tonga Warrant Costs

Accrued interest on credit facilities

1 unchanged sentence

Share-based compensation and expenses settled with equity

Equity-accounted investment (income) loss

Equity-accounted investment loss

Gain on dilution of investment

Change in fair value of royalty liability

Change in fair value of warrants liability

33 unchanged sentences

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.

(“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019.

On September 9, 2021, the Company completed its business combination with DeepGreen Metals Inc.

(“DeepGreen”), a Canadian - registered company founded in 2011, after which DeepGreen became a wholly - owned subsidiary and the combined company began operating as TMC the metals company Inc.

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, 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”), with NORI Area D located approximately 1,500 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 or nickel-copper-cobalt alloy) for nickel-rich lithium-ion batteries, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel manufacturing.

The Company is a deep-sea minerals exploration and development 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”), with NORI Area D located approximately 1,500 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 or nickel-copper-cobalt alloy) for nickel-rich lithium-ion batteries, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) feedstock for steel manufacturing (nickel metal for stainless and other specialty steels, manganese silicate for manganese alloy production cobalt metal for high - performance steel alloys).

On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 or DSHMRA.

The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 square kilometers.

The submitted commercial recovery permit application is to secure exploitation rights for a subset of the TMC USA-A area covering over 25,160 square kilometers.

The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers.

The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules.

Both Nauru Ocean Resources Inc.

(NORI) and Tonga Offshore Mining Limited (TOML) continue to hold their exploration licenses granted by the International Seabed Authority (ISA) and continue pursuing their efforts under these licenses.

Two of the Company's wholly owned subsidiaries, Nauru Ocean Resources Inc.

(NORI) and Tonga Offshore Mining Limited (TOML) continue to hold and comply with the terms of their exploration contracts granted by the International Seabed Authority (ISA).

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 the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the 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.

financing being arranged by the Company to continue the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the processing technology for the treatment of polymetallic nodules at commercial scale, the continued establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and 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.

20 unchanged sentences

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.

The Company measures fair value at 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:

4 unchanged sentences

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 and six months ended June 30, 2025, and 2024.

As at June 30, 2025, and December 31, 2024, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2025, and 2024.

As at September 30, 2025, and December 31, 2024, the carrying values of cash, receivables, short-term debt, 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, accrued liabilities and warrants which are recorded at fair value as disclosed in Note 7, Note 10 and Note 13, respectively.

8 unchanged sentences

(“Allseas”) entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.

For the three and six months ended June 30, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 0.9 million and $ 3.2 million, respectively as part of the development of the commercial nodule collection system:

these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 8) (For three months and six months ended June 30, 2024:

For the three and nine months ended September 30, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 0.5 million and $ 3.7 million, respectively as part of the development of the commercial nodule collection system:

these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 8) (For three months and nine months ended September 30, 2024:

$ 2.8 million and $ 9.6 million respectively).

2 unchanged sentences

Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

For the three and six months ended June 30, 2025, the Company has recognized $ 0.5 million and $ 1 million, respectively as lease expense recorded as exploration and evaluation expense (For the three and six months ended June 30, 2024:

For the three and nine months ended September 30, 2025, the Company has recognized $ 0.5 million and $ 1.4 million, respectively as lease expense recorded as exploration and evaluation expense (For the three and nine months ended September 30, 2024:

$ 0.5 million and $ 1.4 million respectively).

4 unchanged sentences

Lease expense during the period

Balance as at June 30, 2025

Balance as at September 30, 2025

2023 Credit Facility and Loan Agreements with Company Related to Allseas

15 unchanged sentences

On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest being repayable on that date.

During the three and six months ended June 30, 2025, the Company incurred $ 0.1 million and $ 0.2 million, respectively as interest expense.

During the three and nine months ended September 30, 2025, the Company incurred nil and $ 0.3 million, respectively as interest expense.

During the second quarter of 2025, the Company repaid the entire outstanding loan and interest, amounting to $ 7.5 million and $ 0.5 million, respectively, thereby cancelling the Working Capital Loan Agreement.

2 unchanged sentences

In the second quarter of 2025, the entire gross proceeds from Allseas were received and the corresponding shares were issued.

As at June 30, 2025, the total amount payable to Allseas and its affiliates was $ 32.4 million, with the entire balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 9) (December 31, 2024:

As at September 30, 2025, the total amount payable to Allseas and its affiliates was $ 32.9 million, with the entire balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 10) (December 31, 2024:

$ 33.3 million of which $ 25.8 recorded as accrued liabilities and $ 7.5 million recorded as short-term debt).

As at June 30, 2025, Allseas and its affiliates owned 56.1 million TMC common shares (2024:

As at September 30, 2025, Allseas and its affiliates owned 56.1 million TMC common shares (December 31, 2024:

53.8 million TMC common shares) which constituted 13.7 % (December 31, 2024:

2 unchanged sentences

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 Inc.

(“Low Carbon Royalties”).

(“Low Carbon Royalties”), which was renamed The Metals Royalty Company Inc.

in September 2025.

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 to Low Carbon Royalties.

1 unchanged sentence

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.

During the six months ended June 30, 2025, there was no change to the Company’s ownership in Low Carbon Royalties which remained at 32 % (December 31, 2024:

During the three months ended September 30, 2025, Low Carbon Royalties issued 2,139,770 common shares through a private placement, raising $ 10.7 million of gross proceeds.

The Company did not participate in the offering, which reduced its ownership interest from 32.27 % to 30.73 %.(December 31, 2024:

As the shares were issued at a price higher than the Low Carbon Royalties book value per share, the Company recorded a dilution gain of $ 3 million.

TMC the metals company Inc.

1 unchanged sentence

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

For the three and six months ended June 30, 2025, the Company’s share of the net gain generated by Low Carbon Royalties was $ 89 thousand and $ 54 thousand, respectively (For the three and six months ended June 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was:

For the three and nine months ended September 30, 2025, the Company’s share of the net loss generated by Low Carbon Royalties was $ 0.5 million and $ 0.4 million, respectively (For the three and nine months ended September 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was:

$ 58 thousand and $ 197 thousand respectively).

During the second quarter of 2025, Low Carbon Royalties declared and paid a return of capital of $ 0.025 per share with the Company’s share of return of capital amounting to $ 0.3 million.

The Company recorded the return of capital received from Low Carbon Royalties based on the Nature of the Distribution Approach.

As the distribution was a return of capital, the Company has disclosed the receipt under Investing Activities in the Condensed Consolidated Statements of Cash Flows.

Investment as at December 31, 2023

2 unchanged sentences

Return of Capital

Equity-accounted investment income for the six months ended June 30, 2025

Investment as at June 30, 2025

The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”).

Dilution gain

Equity-accounted investment loss for the nine months ended September 30, 2025

Investment as at September 30, 2025

The NORI Royalty (including Areas A to D) 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 June 30, 2025, remained unchanged at $ 14 million.

Financial results of Low Carbon Royalties as at and for the three and six months ended June 30, 2025, and 2024 are summarized below:

As at June 30,

The fair value of Areas A to C 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 compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $ 15 million as at September 30, 2025.

The fair value of Area D was determined using an income approach following the Company's filing in August 2025 of its Pre - Feasibility Study (PFS) resulting with a fair value for Area D of $ 130 million as at September 30, 2025.

The discounted cash flow fair value reflects updated operational and economic assumptions, including the use of forward metal prices and a discount rate of approximately 10.6 %, related to the NORI Area D project used in support of the PFS filing.

The following table presents the changes in the fair value of the royalty liability:

Royalty Liability

Royalty liability as at December 31, 2024

Increase in fair value of royalty liability

Royalty liability as at September 30, 2025

Financial results of Low Carbon Royalties as at and for the three and nine months ended September 30, 2025, and 2024 are summarized below:

As at September 30,

As at December 31,

Current Assets

1 unchanged sentence

Current Liabilities

ended June 30,

Three months ended

Nine months ended

September 30,

Royalty Income

Total Revenue

Comprehensive Gain (Loss) for the period

Comprehensive Loss for the period

TMC the metals company Inc.

3 unchanged sentences

The detail of exploration and evaluation expenses is as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended

Nine months ended

September 30,

Environmental Studies

4 unchanged sentences

Sponsorship, Training and Stakeholder Engagement

General and Administrative Expenses

The detail of general and administrative expenses is as follows:

Three months ended

Nine months ended

September 30,

Share-based Compensation (1) (Note 14)

Professional and Consulting Fees

Investor Relations

Office and Sundry

Salaries and Wages

Director Fees

Transfer Agent and Filing Fees

Travel and Other

(1) Includes $ 34.7 million related to 6,500,000 options and 11,915,676 RSUs granted to some directors and a consultant on August 28, 2025 (Note 14).

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities outstanding at June 30, 2025, and December 31, 2024 are as follows:

Accounts payable and accrued liabilities outstanding at September 30, 2025, and December 31, 2024 are as follows:

Accounts Payable

Accrued Liabilities (1)(2)

(1) As at June 30, 2025, accrued liabilities included $ 32.4 million related to Allseas (Note 6) (Dec 31, 2024 - $ 25.8 million).

As of June 30, 2025, accrued liabilities included $ 0.4 million in fees payable to a consultant, contingent on warrant exercise and recorded at fair value.

(1) As at September 30, 2025, accrued liabilities included $ 32.9 million related to Allseas (Note 6) (Dec 31, 2024 - $ 25.8 million).

As of September 30, 2025, accrued liabilities included $ 0.4 million in fees payable to a consultant, contingent on warrant exercise and recorded at fair value.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Financing Activity

6 unchanged sentences

Each Common Share and the accompanying Class C Warrant to purchase a Common Share were sold at a price of $ 3.00 .

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

During the second quarter of 2025, the Company received gross proceeds of $ 30 million and issued 9,000,000 million common shares and 10,003,333 Class C Warrants.

The Company issued the remaining 3,333,333 common shares and 2,330,000 Class C Warrants in July 2025 after receipt of the remaining gross proceeds amounting to $ 7 million.

As of June 30, 2025, the Company received gross proceeds of $ 30 million and issued 9,000,000 million common shares and 10,003,333 Class C Warrants.

During the third quarter of 2025, the Company received the final committed balance of $ 7 million and issued 3,333,334 common shares and 2,330,000 Class C Warrants.

The total expenses related to the 2025 Registered Offering were $ 0.3 million resulting in net proceeds of $ 36.7 million.

4 unchanged sentences

During the second quarter of 2025, upon receipt of the entire purchase amount of $ 85.2 million, the Company issued 19,623,376 common shares and accompanying warrants to purchase an aggregate of 6,868,181 common shares.

The total expenses related to the Korea Zinc agreement were $ 1.9 million payable in equity (Note 13) resulting in net proceeds of $ 83.3 million.

The total expenses related to the Korea Zinc agreement were $ 1.9 million paid in equity resulting in net proceeds of $ 83.3 million.

Pursuant to the Korea Zinc Agreement, subject to certain exceptions, Korea Zinc will have a right to participate in any public offering or private placement of any common shares or common share equivalents of the Company primarily for capital raising purposes (each a “Proposed Offering”) up to such amount of securities to maintain its percentage ownership in the Company at the time of such Proposed Offering.

1 unchanged sentence

Additionally, the Korea Zinc Agreement provides that a representative of Korea Zinc may serve as a non-voting observer to the Company’s board of directors, which representative may have access to certain information and attend and provide input at meetings of the Company’s board of directors, subject to certain limitations.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Shares issued as per At-the-Market Equity Distribution Agreement (“ATM”)

In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $ 30 million of the Company’s common shares from time to time through an ATM.

In the three and six months ended June 30, 2025, the Company issued 4,567,770 and 7,542,996 common shares, respectively, at an average share price of $ 2.08 and $ 2.02 , respectively.

The net proceeds from the ATM for the three and six months ended June 30, 2025, were $ 9.2 million and $ 14.8 million respectively.

During the three and six months ended June 30, 2025, the Company incurred $ 0.3 million and $ 0.5 million, respectively, as commission and fees.

(During the three months and six months ended June 30, 2024, the Company issued 1,634,588 common shares at an average share price of $ 1.61 resulting in net proceeds amounting to $ 2.6 million after incurring $ 42 thousand as commission and fees).

In the three and nine months ended September 30, 2025, the Company issued nil and 7,542,996 common shares, respectively, at an average share price of nil and $ 2.02 , respectively.

The net proceeds from the ATM for the three and nine months ended September 30, 2025, were nil and $ 14.8 million respectively.

During the three and nine months ended September 30, 2025, the Company incurred $nil and $ 0.5 million, respectively, as commission and fees.

(During the three and nine months ended September 30, 2024, the Company issued 1,617,000 common shares and 3,251,588 common shares, respectively.

For three and nine months ended September 30, 2024, the common shares were issued at an average share price of $ 1.45 and $ 1.53 , respectively resulting in net proceeds amounting to $ 2.3 million and $ 4.9 million, after incurring $ 71 thousand and $ 113 thousand, respectively, as commission and fees.).

Public Warrants

As at June 30, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 15,000,000 ).

As at September 30, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 15,000,000 ).

Public Warrants may only be exercised for a whole number of shares.

1 unchanged sentence

The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

As at June 30, 2025, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.

As at September 30, 2025, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.

Private Warrants

As at June 30, 2025, 9,500,000 Private Warrants were outstanding (December 31, 2024 – 9,500,000 ).

As at September 30, 2025, 9,500,000 Private Warrants were outstanding (December 31, 2024 – 9,500,000 ).

The exercise price for the Private Warrants is $ 11.50 per common share.

The Private Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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 that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $ 18.00 over 20 trading days within any 30 -day period, and the historical volatility of the common share price.

As at June 30, 2025, the fair value of outstanding Private Warrants of approximately $ 17.6 million is recorded as warrants liability.

As at September 30, 2025, the fair value of outstanding Private Warrants of approximately $ 13.7 million is recorded as warrants liability.

The following table presents the changes in the fair value of warrants liability:

1 unchanged sentence

Increase in fair value of warrants liability

Warrants liability as at June 30, 2025

As at June 30, 2025, the fair value of the Private Warrants was estimated using the following assumptions:

Warrants liability as at September 30, 2025

As at September 30, 2025, the fair value of the Private Warrants was estimated using the following assumptions:

September 30,

Exercise price

1 unchanged sentence

Dividend yield

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Class A Warrants

6 unchanged sentences

Exercised (1)

Outstanding – June 30, 2025

Does not include 1,638,270 Class A Warrants which were in the process of being exercised for which the Company received the exercise amount of $ 3.6 million in the second quarter of 2025.

The exercise was completed, and the shares were issued on July 7, 2025.

As of June 30, 2025, the exercise amount received pending share issuance was recorded in additional paid in capital.

As at June 30, 2025, the value of outstanding of 5,980,770 Class A Warrants amounting to $ 5.1 million was recorded in additional paid in capital.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

( 1,888,270 )

Outstanding – September 30, 2025

During the third quarter of 2025, 1,638,270 Class A Warrants were exercised for which the Company received the exercise amount of $ 3.6 million in the second quarter of 2025.

As at September 30, 2025, the value of the outstanding 4,342,500 Class A Warrants amounting to $ 3.6 million was recorded in additional paid in capital.

Class B Warrants

6 unchanged sentences

( 8,860,000 )

Outstanding – June 30, 2025

(1) Of the total 6,335,000 Class B Warrants exercised in the second quarter of 2025, 5,035,000 Class B warrants were exercised through a cashless exercise against which 3,533,096 common shares were issued.

Outstanding – September 30, 2025

(1) Of the total 8,860,000 Class B Warrants exercised in the first nine months of 2025, 5,035,000 Class B warrants were exercised through a cashless exercise against which 3,533,096 common shares were issued.

On June 17, 2025, the Company waived the limitation set forth in the Class B Warrants with respect to the cashless exercise thereof so that the holders of the Class B Warrants may now exercise the Class B Warrants through a cashless exercise, whether or not a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act of 1933, as amended, is then effective or available.

As a result of the waiver, each Class B Warrant may now be immediately exercised by way of a cashless exercise, meaning that the holder may elect to not pay a cash purchase price upon exercise and instead receive upon such exercise the net number of common shares determined according to the formula set forth in the Class B Warrants, subject to the other terms and conditions of the Class B Warrants.

As at June 30, 2025, the value of outstanding of 3,615,000 Class B Warrants amounting to $ 3.4 million was recorded in additional paid in capital.

During the third quarter of 2025, 2,525,000 Class B Warrants were exercised.

As at September 30, 2025, the value outstanding of 1,090,000 Class B Warrants amounting to $ 0.7 million was recorded in additional paid in capital.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Class C Warrants

In the second quarter of 2025, as a part of the 2025 Registered Direct Offering (Note 11), the Company issued 10,003,333 Class C Warrants to purchase common shares at an exercise price of $ 4.50 per share with an expiration date of May 12, 2028.

The valuation of the Class C Warrants issued was determined using a Monte Carlo simulation.

The Class C Warrants were valued as follows:

Fair value per warrant

Assumptions used:

On July 1, 2025, the Company received the final balance of committed funding of approximately $ 7 million from the 2025 Registered Direct Offering and issued the remaining 2,330,000 Class C Warrants.

The fair value of the remaining Class C Warrants was calculated using a Monte Carlo simulation resulting with a fair value of $ 3.01 per warrant.

The fair value of the Class C Warrants issued during the third quarter was estimated using the below assumptions:

Exercise price

2 unchanged sentences

The Class C Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 20 consecutive trading days exceeds $ 7.00 , and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per Warrant Share.

If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Similar to Class A Warrants and Class B Warrants, the Company classified the Class C Warrants as equity (per ASC 815) and recorded the value of the Class C Warrants issued during the second quarter of 2025 amounting to $ 10.2 million as additional paid in capital.

On July 1, 2025, the Company received the final balance of committed funding of approximately $ 7 million from the 2025 Registered Direct Offering and issued the remaining 2,330,000 Class C Warrants.

There were no exercises or redemptions of the Class C Warrants during the three months ended June 30, 2025, and all 10,003,333 Class C Warrants issued during the second quarter of 2025 were outstanding.

If conditions for the call are met, the unexercised portion of these warrants may be cancelled ten trading days after the call notice is received.

Similar to issuance in the second quarter of 2025, the Company classified the Class C Warrants issued in the third quarter of 2025 as equity (per ASC 815) and recorded the value amounting to $ 2.4 million as additional paid in capital.

A continuity schedule summarizing the movement in Class C Warrants is below:

Number of Class C

Outstanding – December 31, 2024

Exercised (1)

Outstanding – September 30, 2025

As at September 30, 2025, the outstanding 12,333,333 Class C Warrants were valued at $ 12.5 million, and were recorded in additional paid in capital.

Warrants issued to Korea Zinc

1 unchanged sentence

The fair value of the warrants issued to Korea Zinc was determined using a Monte Carlo simulation on June 25, 2025, resulting with a fair value of $ 3.35 per warrant.

The fair value of the warrants issued to Korea Zinc was estimated using the following assumptions:

Exercise price

Risk-free rate

Dividend yield

The warrants issued to Korea Zinc contain a call provision under which if the VWAP for 20 consecutive trading days exceeds $ 10 , and Korea Zinc does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per warrant Share.

If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received.

Similar to the Class A, Class B and Class C Warrants, the Company classified the warrants issued to Korea Zinc as equity (per ASC 815) and, recorded the value of the warrants issued during the second quarter of 2025 amounting to $ 11.5 million as additional paid in capital.

There were no exercises or redemptions of the warrants during the three months ended June 30, 2025, and all 6,868,181 warrants issued to Korea Zinc during the second quarter of 2025 were outstanding.

Warrants issued to Republic of Nauru

In accordance with the revised sponsorship agreement dated May 29, 2025, between the Nauru Seabed Minerals Authority and the Republic of Nauru (the “Republic”), the Company on May 30, 2025 issued 9,146,268 warrants (“Nauru Warrants”) to the Republic to purchase the common shares of the Company at an exercise price of $ 4.72 per share with an expiration date of May 30, 2030.

The Nauru Warrants cannot be exercised through a cashless or net exercise.

TMC the metals company Inc.

1 unchanged sentence

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

A continuity schedule summarizing the movement in Warrants issued to Korea Zinc is below:

Outstanding – December 31, 2024

Exercised (1)

Outstanding – September 30, 2025

Warrants issued to Republic of Nauru

In accordance with the revised sponsorship agreement dated May 29, 2025, between the Nauru Seabed Minerals Authority, the Republic of Nauru (the “Republic”) and NORI, the Company on May 30, 2025 issued 9,146,268 warrants (“Nauru Warrants”) to the Republic to purchase the common shares of the Company at an exercise price of $ 4.72 per share with an expiration date of May 30, 2030.

The Nauru Warrants cannot be exercised through a cashless or net exercise.

The fair value of the Nauru Warrants was calculated using a Black-Scholes valuation on May 30, 2025, resulting with a fair value of $ 3.60 per warrant.

The fair value of the Nauru Warrants was estimated using the following assumptions:

Exercise price

Risk-free rate

Dividend yield

The Nauru Warrants cannot be exercised until the following conditions have been met:

1 unchanged sentence

● The subsidiary other than NORI commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization.

The Nauru Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable.

The Company classified the Nauru Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price.

As at June 30, 2025, the Company recorded the fair value of the Nauru Warrants amounting to $ 33.1 million as additional paid in capital.

Since the Company receives no form of consideration from the Republic in return for issuing the Nauru Warrants, the entire fair value of the Nauru warrants amounting to $ 33.1 million is recorded as an expense under Nauru Warrant Cost in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

During the second quarter of 2025, the Company recorded the fair value of the Nauru Warrants amounting to $ 33.1 million as additional paid in capital.

Since the Company receives no form of consideration from the Republic in return for issuing the Nauru Warrants, the entire fair value of the Nauru warrants amounting to $ 33.1 million was recorded as an expense in the second quarter of 2025 under Nauru and Tonga Warrant Cost in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

Warrants issued to the Kingdom of Tonga

In accordance with the revised sponsorship agreement dated August 4, 2025, between the Tonga Seabed Minerals Authority (the “State”) and TOML, the Company issued on August 4, 2025 1,000,000 warrants (“Tonga Warrants”) to the State to purchase the common shares of the Company at an exercise price of $ 5.87 per share with an expiration date of August 4, 2033.

The Tonga Warrants cannot be exercised through a cashless or net exercise.

The fair value of the Tonga Warrants was calculated on issuance using a Black-Scholes valuation, 2025, resulting with a fair value of $ 5 per warrant.

The fair value of the Tonga Warrants was estimated using the following assumptions:

Exercise price

Risk-free rate

Dividend yield

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

The Tonga Warrants cannot be exercised until the following conditions have been met:

● A subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities;

● The subsidiary other than TOML commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization.

The Tonga Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable.

The Company classified the Tonga Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price.

As at September 30 2025, the Company recorded the fair value of the Tonga Warrants amounting to $ 5 million as additional paid in capital.

Since the Company receives no form of consideration from the State in return for issuing the Tonga Warrants, the entire fair value of the Tonga Warrants was recorded as an expense in the third quarter of 2025 under Nauru and Tonga Warrant Costs in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides that the aggregate number of common shares reserved for future issuance under the Incentive Plan.

As at June 30, 2025, there were a total of 70,262,856 common shares reserved for issuance under the Incentive Plan.

This amount does not include 40,000,000 common shares added to the plan by the Company’s board of directors for which the Company is seeking shareholder approval at a special meeting of the Company’s shareholders to be held on August 28, 2025.

Without this increase, as of June 30, 2025, 263,526 common shares remained available for future issuance under the Incentive Plan as of June 30, 2025.

The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan.

As at September 30, 2025, there were a total of 110,262,856 common shares reserved for issuance under the Incentive Plan.

This amount includes 40,000,000 common shares added to the plan pursuant to the shareholder’s approval obtained at the special meeting of the Company’s shareholders held on August 28, 2025.

With this increase, as of September 30, 2025, 12,247,208 common shares remained available for future issuance under the Incentive Plan.

A total of 2,243,853 of the common shares reserved for issuance under the Incentive Plan shall only be available for awards made to non-employee directors of the Company.

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Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”).

In the special shareholders meeting held on August 28, 2025, the shareholders approved the addition of 40,000,000 common shares to the reserve under the Company’s Incentive Plan, pursuant to which 6,500,000 options and 11,915,676 RSUs were granted on August 28, 2025.

TMC the metals company Inc.

8 unchanged sentences

Outstanding – December 31, 2024

Outstanding – June 30, 2025

During the three and six months ended June 30, 2025, the Company recognized $ 0.7 million and $ 1.1 million, respectively of share-based compensation expense for stock options.

During the three and six months ended June 30, 2025, share-based compensation expense related to exploration and evaluation activities amounted to $ 0.2 million (three and six months ended June 30, 2024- $ nil ).

The amount of the share-based compensation expense recognized related to general and administration matters for the three and six months ended June 30, 2025 was $ 0.5 million and $ 0.9 million, respectively (three and six months ended June 30, 2024 - $ 0.4 million).

( 3,642,048 )

Outstanding – September 30, 2025

From the 6,500,000 options granted on August 28, 2025, 5,000,000 options were granted to a director of the Company.

No other options were granted during the three months ended September 30, 2025.

The 6,500,000 options vest as follows:

50 % vest upon the Company’s share price trading above $ 5 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $ 2.2 billion, for ten consecutive days.

50 % vest upon the Company’s share price trading above $ 7 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $ 3 billion, for ten consecutive days.

These options were determined to be market-based awards and the grant date fair value of both the tranches was calculated as $ 4.10 per unit using Black-Scholes valuation and the following assumptions.

Exercise price

Risk-free rate

Dividend yield

As the vesting conditions were met as of the date of the grant, the Company amortized the entire fair value of the options amounting to $ 26.7 million in the third quarter of 2025.

During the three and nine months ended September 30, 2025, the Company recognized $ 27.2 million and $ 28.3 million, respectively of share-based compensation expense for stock options.

During the three and nine months ended September 30, 2025, share-based compensation expense related to exploration and evaluation activities amounted to $ 25 thousand and $ 0.2 million (three and nine months ended September 30, 2024- $ nil ).

The amount of the share-based compensation expense recognized related to general and administrative matters for the three and nine months ended September 30, 2025 including the cost of the options mentioned in the note above was $ 27.2 million and $ 28.1 million, respectively (three and nine months ended September 30, 2024 - $ 0.5 million and $ 0.9 million respectively).

The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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.

On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided that the holder is providing service to the Company on such vesting date.

A continuity schedule summarizing the RSU activity is as follows:

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( 1,076,371 )

Outstanding - June 30, 2025

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

( 10,177,224 )

Outstanding - September 30, 2025

The details of RSUs granted by the Company during the period are as follows:

ended June 30,

ended September 30,

Vesting Period

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Vesting three years from grant date

Vesting four years from grant date (3)

Vesting based on performance conditions

1 unchanged sentence

Total Units Granted

(1) Of the 462,042 RSUs granted during the three months ended June 30, 2025, 310,530 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million recorded in general and administrative expenses.

The 462,042 RSUs granted during the three months ended June 30, 2025, also consist of 91,512 RSUs with an aggregate fair value of $ 398,075 issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2024 until the end of March 2025.

(1) Of the 298,641 RSUs granted during the three months ended September 30, 2025, 148,442 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million of which $ 0.7 million was recorded in general and administrative expenses and $ 0.1 million was recorded as exploration and evaluation expense.

The remaining 150,199 grants were issued to employees.

(2) During the three months ended June 30, 2025, an aggregate of 134,226 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2026 annual shareholders meeting.

The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.6 million.

In the first quarter of 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $ 0.1 million charged as general and administrative expenses.

(3) During three and six months ended June 30, 2025, the Company issued a special retention grant to one of the non-employee directors vesting three years from the grant date.

The fair value of the grant amounted to $ 0.3 million.

(4) During three and six months ended June 30, 2025, the Company issued 338,653 RSUs with an aggregate fair value of $ 1.9 million to consultants as fees for securing the agreement with Korea Zinc (Note 10).

The remaining 26,132 RSUs with an aggregate fair value of $ 0.1 million issued to consultants during the second quarter of 2025 were recorded as general and administrative expenses.

The grant date fair value of all RSUs granted during the three and six months ended June 30, 2025, is equivalent to the closing share price of the Company’s common shares on the date of grant.

During the three and six months ended June 30, 2025, a total of $ 6.2 million and $ 11.6 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2024:

(2) The 415,676 RSUs granted in the third quarter of 2025 vest in thirds on each anniversary of the grant date out of which 237,529 RSUs were granted to a director of the Company in exchange for consulting services and the remaining units were granted to a consultant.

(3) Following the increase in the reserve under the Incentive Plan as described above, 1,750,000 RSUs were granted to a director for consulting services on August 28, 2025.

(4) Of the 18,750,000 RSUs granted during the three months ended September 30, 2025, the Company issued on September 23, 2025, 9,000,000 RSUs to employees (“Retention Grants”).

These Retention Grants will vest in two equal tranches based on market and service conditions:

50 % upon the 30 -day average share price reaching $ 10 and Tranche 2:

50 % upon the 30 -day average share price reaching $ 12.50 , subject to continued employment through specific target dates per the grant terms.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

The Company calculated the fair value of the Retention Grants using Monte Carlo simulation and below assumptions.

The fair value of Tranche 1 and Tranche 2 was calculated as $ 5.82 per unit and $ 5.58 per unit respectively.

September 23,

Performance Period to achieve market conditions

September 23, 2025 – April 16, 2029

Risk-free rate

Dividend yield

The remaining 9,750,000 RSUs were considered as granted on August 28, 2025 out of which 7,500,000 were granted to a director of the Company in return for consulting services and the remaining 2,250,000 were granted to a consultant.

The RSUs vest in three equal tranches as described below:

Vesting upon share price reaching or exceeding $ 10 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 3.3 billion, for ten consecutive days.

Vesting upon share price reaching or exceeding $ 12.50 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 4 billion, for ten consecutive days.

Vesting upon share price reaching or exceeding $ 15 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 5 billion, for ten consecutive days.

The Company determined the fair value of the RSUs using a Monte-Carlo valuation method and below assumptions.

Performance Period

June 4, 2025 – June 4, 2029

Risk-free rate

Dividend yield

The fair value of each tranche and the derived service period are as follows:

Fair Value per RSU

Derived Service Period

The grant date fair value of all RSUs granted during the three and nine months ended September 30, 2025, apart from the RSUs mentioned in footnote 4 above, is equivalent to the closing share price of the Company’s common shares on the date of grant.

During the three and nine months ended September 30, 2025, a total of $ 15 million and $ 26.6 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and nine months ended September 30, 2024:

$ 5.6 million and $ 14.1 million respectively).

For the three and six months ended June 30, 2025, a total of $ 3.2 million and $ 5.1 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2024 - $ 3.1 million and $ 4.4 million, respectively).

The amount of share-based compensation expense related to general and administration matters for three and six months ended June 30, 2025 was $ 3 million and $ 6.5 million, respectively (three and six months ended June 30, 2024 - $ 2.2 million and $ 4.1 million, respectively).

As at June 30, 2025, the total unrecognized share-based compensation expense for RSUs was $ 16.2 million (December 31, 2024 - $ 20.5 million).

As at June 30, 2025, an aggregate of 416,446 vested RSUs were being processed and due to be converted into common shares.

For the three and nine months ended September 30, 2025, a total of $ 4.3 million and $ 9.3 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $ 3.2 million and $ 7.6 million, respectively).

The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025, was $ 10.7 million and $ 17.2 million, respectively (three and nine months ended September 30, 2024 - $ 2.4 million and $ 6.5 million, respectively).

As at September 30, 2025, the total unrecognized share-based compensation expense for RSUs was $ 118.8 million (December 31, 2024 - $ 20.5 million).

TMC the metals company Inc.

1 unchanged sentence

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

As at September 30, 2025, an aggregate of 129,910 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 at June 30, 2025, there were 14,395,117 total common shares reserved for issuance under the ESPP, of which 14,043,174 remain available for future issuance.

As at September 30, 2025, there were 14,395,117 total common shares reserved for issuance under the ESPP, of which 14,043,174 remain available for future issuance.

This included 3,407,085 shares added to the ESPP in January 2025 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 three and six months ended June 30, 2025, a total of $ 4 thousand, (three and six months ended June 30, 2024:

$ 7 thousand and $ 15 thousand respectively) was recorded as exploration and evaluation expenses in the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company.

During the three and nine months ended September 30, 2025, a total of $ 11 thousand and $ 16 thousand, respectively, 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 (three and nine months ended September 30, 2024:

$ 3 thousand and $ 33 thousand respectively).

For the three and nine months ended September 30, 2025, a total of $ 6 thousand and $ 9 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $ 2 thousand and $ 17 thousand, respectively).

The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025 was $ 5 thousand and $ 7 thousand, respectively (three and nine months ended September 30, 2024 - $ 1 thousand and $ 16 thousand, respectively).

Loss per Share

3 unchanged sentences

Anti-dilutive equivalent common shares were as follows:

Six months ended

Nine months ended

September 30,

Outstanding options to purchase common shares

17 unchanged sentences

As per the Third Amendment to the 2024 Credit Facility, the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

During the three and six months ended June 30, 2025, the Company repaid $ nil and $ 1.8 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (During the three and six months ended June 30, 2024, the Company drew $ 3.9 million from the 2024 Credit Facility and made no repayments).

During the three and six months ended June 30, 2025, the Company incurred $ 0.1 million as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.2 million respectively, as underutilization fees (For the second quarter and first half of 2024, the interest amounted to $ 50 thousand and underutilization fees amounted to $ 0.2 million).

During the three and six months ended June 30, 2025, the Company repaid interest amounting to $ 0.1 and $ 0.2 million respectively (For three and six months ended June 30, 2024:

nil and $ 25 thousand) and underutilization fees amounting to $ 0.9 million (For three and six months ended June 30, 2024:

$ 0.1 million).

On July 2, 2025, the Company repaid the drawn amount of $ 2.5 million and outstanding interest and underutilization fees amount to $ 0.1 million and $ 1.2 million, respectively.

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which provides the Company with consulting services.

During the three and six months ended June 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $ 5 thousand, recorded in general and administrative expenses (During the three and six months ended June 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $ 5 thousand and $ 36 thousand).

As at June 30, 2025, the amount payable to Robertsbridge Consultants Limited was $ nil

The 2025 Registered Direct Offering included $ 10 million from the participation of one of the Company’s Directors appointed in the Annual General Meeting held in second quarter of the year.

During the three and six months ended June 30, 2025, the Company entered into consulting agreements with two of its directors.

The consideration for the consulting services provided by the directors will be in the form of RSUs and stock options subject to the approval of shareholders in the upcoming special meeting of shareholders scheduled on August 28, 2025.

During the three and nine months ended September 30, 2025, the Company repaid $ 2.5 million and $ 4.3 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (During 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 and made no repayments).

During the three and nine months ended September 30, 2025, the Company incurred $ nil and $ 0.1 million respectively as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.9 million respectively, as underutilization fees (For the three and nine months ended September 30, 2024, the interest amounted to $ 0.1 million for both periods, and underutilization fees amounted to $ 0.2 million and $ 0.4 million respectively).

During the three and nine months ended September 30, 2025, the Company repaid interest amounting to $ 0.1 and $ 0.4 million, respectively (For three and nine months ended September 30, 2024:

nil and $ 25 thousand), and underutilization fees amounting to $ 1.2 million and $ 2.2 million, respectively (For three and nine months ended September 30, 2024:

nil and $ 0.1 million).

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which previously provided the Company with consulting services.

During the three and nine months ended September 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $nil and $ 5 thousand respectively, recorded in general and administrative expenses (During the three and nine months ended September 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $ 16 thousand and $ 21 thousand).

As at September 30, 2025, the amount payable to Robertsbridge Consultants Limited was $ nil .

The 2025 Registered Direct Offering included $ 10 million from the participation of one of the Company’s directors appointed in the Annual General Meeting held in the second quarter of 2025.

During the second quarter of 2025, the Company entered into consulting agreements with two individuals who subsequently became directors.

The consideration for the consulting services provided by the directors was in the form of RSUs and stock options and was approved by the shareholders in the special meeting of shareholders held on August 28, 2025 (Note 14).

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6.

3 unchanged sentences

Contingent Liabilities

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 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 were 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.

On July 9, 2025, the Court granted our motion to dismiss with prejudice, and the case was dismissed in its entirety.

No appeal was filed and the matter is now considered closed.

On January 23, 2023, 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.

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Such losses or range of possible losses cannot be reliably estimated.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

On November 8, 2024, a shareholder filed a putative class action against the Company and certain of its executives in federal district court for the Central District of California, captioned Lin v.

11 unchanged sentences

The plaintiffs filed a Second Amended Complaint on July 2, 2025.

The Company’s motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition is expected to be filed by September 9, 2025, and a reply is expected to be filed by September 23, 2025.

The Company’s motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and the Company's reply was filed by September 23, 2025.

The Company intends to continue defending against the lawsuit.

8 unchanged sentences

In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the Republic of Nauru under which the Company guarantees certain obligations of NORI and provides customary indemnities.

As of June 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

TMC the metals company Inc.

1 unchanged sentence

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

Revised Sponsorship Agreement with the Kingdom of Tonga

On August 4, 2025, TOML entered into a revised sponsorship agreement (the “Sponsorship Agreement”) with the Kingdom of Tonga, acting through the Tonga Seabed Minerals Authority (“the State”), which provides TOML with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract.

The State will continue to sponsor TOML’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement.

In exchange for the State’s sponsorship, TOML will make cash payments (“Continuity Benefits”) to the State for its continued sponsorship.

The Continuity Benefits would only be payable if (i) a subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities in TOML’s ISA Contract Area;

(ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization TOML’s ISA Contract Area (“Continuity Conditions”).

The range of the Continuity Benefits to the State will be between $ 75 million and $ 200 million (undiscounted).

In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the State under which the Company guarantees certain obligations of TOML and provides customary indemnities.

As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

Fair Value Accounting

The following tables set forth the Company’s assets and liabilities measured at fair value (Note 4):

Fair Value at June 30, 2025

Fair Value at September 30, 2025

Receivables and prepayments

1 unchanged sentence

Right of use asset

Software development costs

Accounts payable and accrued liabilities

Short-term debt

Deferred tax liability

1 unchanged sentence

Warrants liability

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Fair Value at December 31, 2024

2 unchanged sentences

Right of use asset

Software development costs

Accounts payable and accrued liabilities

3 unchanged sentences

Warrants liability

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Segmented Information

1 unchanged sentence

Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:

Subsequent Events

On August 4, 2025, the Company announced the publication of two technical economic studies prepared in accordance with Subpart 1300 of Regulation S-K:

a Pre-Feasibility Study (“PFS”) and an Initial Assessment (“IA”) relating to the Company’s polymetallic nodule projects in the Clarion Clipperton Zone of the Pacific Ocean.

The PFS, which covers the NORI Area D, represents the first declaration of Mineral Reserves for a polymetallic nodule project.

Concurrently, the Company published an IA evaluating the broader resource potential across the Company’s remaining NORI and TOML contract areas.

Management will consider this filing in its next evaluation of the Royalty Liability at September 30, 2025, which may cause an increase in the liability and expense amounts in the Company’s financial statements.

On August 4, 2025, TOML entered into a Revised Sponsorship Agreement with the Kingdom of Tonga which provides TOML with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract.

The Kingdom of Tonga will continue to sponsor TOML’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement.

In exchange for the Kingdom of Tonga’s sponsorship, TOML will make cash payments (“Continuity Benefits”) to the Kingdom of Tonga for its continued sponsorship.

(ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization (“Continuity Conditions”).

In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the Kingdom of Tonga under which the Company guarantees certain obligations of TOML and provides customary indemnities.

September 30,

Software development costs

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements