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Except as set forth below, we are not currently a party to any material legal proceedings.
−Removed: On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v.
−Removed: TMC The Metals Company Inc.
−Removed: F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard.
−Removed: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
−Removed: Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021.
−Removed: On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v.
−Removed: TMC the Metals Company, Inc.
−Removed: These cases have been consolidated.
−Removed: On March 6, 2022, a lead plaintiff was selected.
−Removed: 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.
−Removed: We deny any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit.
−Removed: On July 12, 2023, an oral hearing on the motion to dismiss was held.
−Removed: The parties are currently awaiting a ruling.
−Removed: There is no assurance, however, that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
−Removed: If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter.
−Removed: Such losses or range of possible losses either cannot be reliably estimated.
−Removed: A resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved.
On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
9 unchanged sentences
The appeal was heard on November 8, 2024.
−Removed: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.
+Added: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase, which is currently ongoing.
+Added: At this time no further court proceedings or trial date have been set.
There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
9 unchanged sentences
An amended complaint was filed on March 6, 2025.
−Removed: Pursuant to court-approved scheduling, we are expected to serve a motion to dismiss by April 10, 2025, the lead plaintiff is expected to file an opposition by May 15, 2025, and we are expected to reply by June 5, 2025.
−Removed: We intend to defend against the lawsuit.
−Removed: There can be no assurance, however, that we will be successful in our defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
−Removed: Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.
+Added: Pursuant to court-approved scheduling, we filed our motion to dismiss on April 10, 2025.
+Added: The lead plaintiff filed an opposition on May 15, 2025, and we filed our reply on June 5, 2025.
+Added: On June 18, 2025, the Court granted our motion to dismiss in full but granted plaintiffs leave to amend.
+Added: The plaintiffs filed a Second Amended Complaint on July 2, 2025.
+Added: Our motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and our reply was filed by September 23, 2025.
+Added: On January 20, 2026, the Court granted our motion to dismiss with prejudice, and the case was dismissed in its entirety.
+Added: No appeal was filed, and the matter is now considered closed.
+Added: On January 16, 2026, American Metal Inc.
+Added: and American Metal Resources LLC filed a civil claim in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc.
+Added: and American Metal Resources LLC v.
+Added: TMC The Metals Company Inc.
+Added: and The Metals Company USA LLC, No.
+Added: The notice of civil claim alleges various causes of action, including tortious intimidation, breach of contract, breach of confidence and breach of the duty of honest performance, arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to the United States National Oceanic and Atmospheric Administration.
+Added: The plaintiffs seek damages and other relief, including a declaration and constructive trust in respect of any exploration licenses awarded to TMC USA.
+Added: On March 3, 2026, we filed a response to civil claim denying the material allegations in the notice of civil claim.
+Added: On the same date, we filed a counterclaim against Robert Heydon, American Metal Inc.
+Added: and American Metal Resources LLC alleging, among other things, breach of contract, breach of confidence, breach of fiduciary duty, inducement of breach of contract and related claims arising from the alleged misuse of the Company’s confidential information in connection with competing license applications.
+Added: The litigation is in its early stages and no trial date has been set.
+Added: We intend to vigorously defend against the claims and pursue our counterclaim.
+Added: At this time, we are unable to estimate the potential loss, if any, associated with this matter.
MINE SAFETY DISCLOSURES
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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.