Item 2. Properties
Item 2. PROPERTIES
NORI Contract Area
The information that follows relating to the NORI Contract Area of the CCZ subject to the NORI Exploration Contract with the ISA is derived, for the most part, from, and in some instances is an extract from, NORI-D PFS and the TOML and NORI IA, both issued in August 2025 and prepared in compliance with the SEC Mining Rules. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the NORI-D PFS and the TOML and NORI IA, which are incorporated by reference as Exhibit 96.1 and Exhibit 96.2, respectively, to this Annual Report. Each of the Technical Reports are incorporated herein by reference and made a part hereof. In the event that we determine that any modifying factors, estimates and other scientific and technical information in either Technical Report materially change, we may update or file a new technical report in the future. NORI Area D is in the development stage and the other NORI contract areas are in the exploration stage.
Location of the NORI Area and access
The NORI Contract Area is located within the CCZ of the northeast Pacific Ocean. The CCZ is located in international waters between Hawaii and Mexico. The western-end of the CCZ is approximately 1,000 kilometers south of the Hawaiian island group. From here, the CCZ extends almost 5,000 kilometers east-northeast, in an approximately 600 kilometers wide trend, with the eastern limits approximately 2,000 kilometers west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets. The NORI Contract Area comprises four separate blocks (A, B, C and D) in the CCZ with a combined area of 74,830 square kilometers.
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NORI Contract Area extents
Minimum
Maximum
Minimum
Maximum
Minimum
Maximum
Minimum
Maximum
Latitude
Latitude
Longitude
Longitude
UTM X
UTM X
UTM Y
UTM Y
UTM
Area
(DD)
(DD)
(DD)
(DD)
(m)
(m)
(m)
(m)
Zone
A
11.5000
13.00000
(134.5830)
(133.8330)
545220.4
627276.0
1271339
1437255
8
B
13.5801
14.00000
(134.0000)
(133.2000)
607995.7
694759.8
1501590
1548425
8
C
12.0000
14.93500
(123.0000)
(120.5000)
500000.0
769458.3
1326941
1652649
10
D
9.8950
11.08333
(117.8167)
(116.0667)
410465.2
602326.1
1093913
1225353
11
DD — Decimal degrees, UTM — Universal Transverse Mercator map projection
As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations. All personnel and material will be transported to the project area by ship.
See Section 3 of the NORI-D PFS for further specific information of the location of the NORI Contract Area.
Tenements and permits
See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement and Business- Laws and Regulations- International Seabed Authority above for information related to tenements and permits in the NORI Contract Area.
NORI obligations and sponsorship
See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement above for information related to this agreement in the NORI Contract Area.
Royalties and taxes
See Business- Laws and Regulations-Royalties and Taxes above for information with respect to our obligations for royalties and taxes in the NORI Contract Area.
History of previous exploration activities in the NORI Contract Area
Prior to the implementation of UNCLOS, many offshore exploration campaigns were completed by international organizations and consortia. A number of at-sea trial collection operations were successfully carried out in the CCZ in the 1970s to test potential collection concepts. These system tests evaluated the performance of self-propelled and several towed collection devices, along with submersible pumps and airlift technology for lifting the nodules from the deep ocean floor to the support vessel. Certain pioneer investors include those entities that carried out substantial exploration in the CCZ prior to the entry into force of UNCLOS, as well as those entities that inherited such exploration data.
NORI Area D was originally explored by Arbeitsgemeinschaft Meerestechnisch Rohstoffe (“AMR”). AMR subsequently joined Ocean Management Inc. (“OMI”). The OMI consortium comprised Inco Ltd (Canada), AMR (Federal Republic of Germany), SEDCO Inc. (US), and Deep Ocean Mining Co. Ltd (Japan). OMI completed a successful trial collection operation in 1978. Hydraulic pumps, an air lift system, and towed collectors were tested in approximately 4,500 meters of water. Approximately 800 tonnes of nodules were recovered.
Kennecott consortium (now a division of Rio Tinto) first became seriously interested in seafloor polymetallic nodules in 1962 (Agarwal et al. 1979). In the 1970s, Kennecott developed and tested components and subsystems of a seafloor collection system and also carried out significant polymetallic nodule metallurgical processing test work.
Using a different system to OMI, Ocean Mining Associates recovered approximately 500 tonnes of nodules during its trial collection in the 1970s.
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Between 1969 and 1974, Deepsea Ventures Inc. carried out 16 survey cruises of three to four weeks’ duration each, to define the extent of the polymetallic nodule deposit discovered by them in 1969 in the CCZ. As reported by Deepsea Ventures Inc.:
“These activities included the taking of some 294 discrete samples, including the bulk dredging of some 164 tons of manganese nodules from some 263 dredge stations, 28 core stations and three grab sample stations, cutting of some 28 cores, approximately 1000 lineal miles of survey of seafloor recorded by television and still photography, etc. As a result, the deposit of nodules identified with the discovery has been proved to extend generally throughout the entire area (American Society of International Law, 1975).”
Also active in the CCZ was the Ocean Minerals Company (“OMCO”), comprising Amoco Minerals Co. (United States), Lockheed Missiles and Space Company Inc. (United States), Billiton International Metals BV, and dredging company Bos Kalis Westminster (Netherlands). In a program lasting 16 years, OMCO collected thousands of free-fall grab and box core samples of nodules from its claim area and carried out trial collection operations. Lockheed’s design efforts resulted in over 80 patents, a seafloor production system that consisted of a remote-controlled collector and crusher, a seafloor to surface slurry riser system, the first industrial-scale dynamic positioning system for a vessel, and a metallurgical processing plant.
Upon making an application, the pioneer investors were required to submit sufficient data and information to enable designation of a reserved area based on the estimated commercial value. These sample data provide the basis of a database held by the ISA and were used initially to define the areas of the NORI application.
See Section 5 of the NORI-D PFS for further specific information of the history of previous exploration of the NORI Contract Area.
Geology and sampling
Seafloor polymetallic nodules occur in all oceans, but the CCZ hosts a relatively high abundance of high Ni and Cu grade nodules. The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth.
The average depth of the seafloor in the Project Area is 3,800 to 4,200 meters. Overall, the seafloor slopes at approximately 0.57˚ (1 meter per kilometer) but the Abyssal Plains are traversed by ridges, with amplitude of 50 to 300 meters (maximum 1,000 meters) and wavelength of 1 to 10 kilometers. The Abyssal Plains are punctuated by extinct volcanoes rising 500 to 2,000 meters above the seafloor.
Seafloor polymetallic nodules rest on the seafloor at the seawater — sediment interface. Such nodules are composed of nuclei and concentric layers of manganese and iron hydroxides and are formed by precipitation of metals from the surrounding seawater and sediment pore waters. Nickel, cobalt and copper are also precipitated and occur within the structure of the manganese and iron minerals.
Nodules are abundant in abyssal areas with oxygenated bottom waters and low sedimentation rates (less than 10 cm per thousand years). Nodules generally range from about 1 to 12 cm in their longest dimension. Nodules of 1 to 5 cm are typically the most common in NORI Area D, where they have been classified as Type 1 nodules.
The specific conditions of the CCZ (water depth, latitude, and seafloor sediment type) are considered to be the key controls for the formation of polymetallic nodules.
Information on the mineralization within NORI Area D comprises a combination of sampling undertaken by NORI as well as free-fall grab sampler (“FFG”) and box core sampler (“BC”) data supplied by the ISA at the time of the NORI application and also supplied by the ISA to NORI in 2012. Additional regional data, assembled by the ISA as part of its Geological Model Project during 2008 to 2010 (“ISA 2010”), are available. The data provide significant coverage over NORI Area D and indicate a high abundance of nodules in this region, as has been confirmed by NORI’s exploration.
During the 2018 NORI campaign, 91% of nodules sampled were situated at surface. These include nodules on the surface and nodules with their top surfaces in the upper 1 cm of sediment. A few nodules were found at depth; most of these were usually clustered around the edges of the box core and are considered to have been pushed below surface by the box coring process. Significant nodule abundance below surface was only recorded in one out of 45 samples. The nodules vary in abundance, in some cases touching one another and covering more than 70% of the seafloor. They can occur at any depth, but the highest concentrations have been found on abyssal plains between 4,000 and 6,000 mbsl. Data analysis in Section 9 of the NORI-D PFS shows that nodule abundance variability is significantly higher than metal grades, suggesting that abundance estimation will be the key variable in mineral resource estimation.
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NORI completed offshore exploration campaigns in 2012, 2013, 2018, 2019, 2020, 2022, 2023 and 2024. During these campaigns a variety of data was collected including:
● bathymetric mapping of most of NORI Areas A, B and C and all of NORI Area D using a hull-mounted Kongsberg Simrad EM120 12 kHz, full-ocean depth multibeam echo-sounding system (“MBES”). This system also provided backscatter data with which seafloor characteristics could be interpreted;
● detailed seafloor survey work with an autonomous underwater vehicle (AUV), utilizing an MBES, Side Scan Sonar (SSS), Sub-Bottom Profiler (SBP), and camera payload;
● a total of 252 box core samples collected using a 0.75 square meters box corer, mainly on a 10 kilometers by 10 kilometers square grid were used for resource evaluation;
● additional 36 box core samples were collected to better define resources ahead of the 2022 Test Mining and to evaluate mining nodule recovery; and
● 57 in-situ cone penetrometer tests were completed ahead of and following the 2022 Test Mining.
The nodules in the box cores were collected, and their characteristics measured and recorded in detail. Samples of nodules were collected in duplicate and for initial campaigns assayed at two reputable, well-qualified laboratories: ALS and Bureau Veritas. Subsequently, samples were assayed at ALS, with every tenth samples checked by Bureau Veritas. Certified reference material, and blank samples were inserted to provide additional levels of quality control. No significant issues were identified with the assay results.
The backscatter data and the sidescan sonar and seafloor photography indicate strong continuity of nodule abundance across NORI Area D. There is a clear relationship between nodule long axis length and nodule weight and therefore it is possible to estimate nodule abundance from photographs. Several estimation techniques were tested, and methodologies were developed that are suitable for closely-packed (Type 1) and less closely-packed (Type 2 and 3) nodules.
For more information about the NORI exploration campaigns in 2012, 2013, 2018, 2019, 2020, 2022, 2023 and 2024 see Section 7 of the NORI-D PFS.
Mineral resource estimate
The mineral resource was classified on the basis of the quality and uncertainty of the sample data and sample spacing, in accordance with the definitions of “inferred mineral resource,” “indicated mineral resource” and “measured mineral resource” under the SEC Mining Rules.
Mineral resources were estimated using a two-dimensional block model. Estimates of nodule abundance and nickel, manganese, cobalt, and copper grades were performed using kriging. A variety of methods were used to validate the estimates, including conditional simulation. The estimates of nodule abundance were used to calculate the tonnage of the mineral resources.
The bathymetric mapping enabled the interpretation of parts of seafloor that are possibly too steep for recovery of nodules using the systems considered by the NORI Technical Report Summary. Seafloor areas with slopes steeper than 6° were excised from the mineral resource estimate.
The measured mineral resource was assigned to the area within NORI Area D where box-core sampling was conducted on a nominal 7 kilometers by 7 kilometers spacing and infilled with estimates of nodule abundance from seafloor photography to a spacing of 3.5 kilometers by 3.5 kilometers.
The indicated mineral resource was assigned to the area within NORI Area D where box-core sampling was conducted on a nominal spacing of 7 kilometers by 7 kilometers or 10 kilometers by 10 kilometers but without additional photo-estimates of nodule abundance.
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The inferred mineral resource was assigned to the areas of abyssal plain in the southeast corner of NORI Area D that are largely unsampled. The volcanic high in the southeast corner was excluded from the mineral resource estimate due to the high level of uncertainty about nodule abundance and grades in this domain.
The mineral resource estimate for NORI Area D at a 4 kilogram/square meters abundance cut-off is set forth below.
Operating costs and production estimates for the calculation of an abundance cut-off were based on estimates developed for the second generation of collection systems described and assessed in the TOML and NORI IA rather than the collection system evaluated for the mineral reserves in the NORI-D PFS. This approach was chosen because the development scenario assessed in the TOML and NORI IA is a more likely timeframe in which the majority of the mineral resource in NORI Area D, not already converted to mineral reserve, would be developed. The qualified person considered that the abundance cut-off calculated this way for the Mineral Resources is consistent with reasonable prospects of economic extraction.
An assessment of the abundance cut-off (break-even) for the NORI Contract Area and the TOML Contract Area is shown as follows:
Nodule
Breakeven
Revenue per
Variable Opex
Production
Revenue
Opex per hour
Abundance
hour
($/wmt)
(m 2 /hr)
($/wmt)
($/hr)
(kg/m 2 )
($/hr)
Alloy
188
33,660
421
50,584
3.6
50,584
Matte
188
33,660
479
50,584
3.1
50,584
Sulphate
188
33,660
612
50,584
2.5
50,584
A 94.6% recovery of nickel to sulfate at an assumed price of nickel sulfate; 86.2% recovery of copper at an assumed price of $11,440/t copper metal; 77.2% recovery of cobalt sulfate at an assumed price of $55,198/t cobalt metal; and 98.9% recovery of manganese at an assumed price of $5.45/dmtu manganese in manganese silicate. The method of calculation for the cut-off determines the minimum average nodule abundance needed during steady state operations such that the revenue minus costs (excluding capital) is greater than zero. Revenue includes metal pricing and metallurgical processing recoveries, and the costs include the collection, transport, processing, corporate costs and royalties.
The estimated mineral resources in NORI Area D set forth below were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities and are reflected in the NORI-D PFS and the TOML and NORI IA. We do not believe there have been any other material changes to the estimated mineral resources since the initial 2025 determination thereof.
NORI Area D December 31, 2025 In-Situ Mineral Resource estimate, exclusive of Mineral Reserves, at 4 kg/m 2 abundance cut-off
Tonnes
Abundance
Nickel
Copper
Cobalt
Manganese
Silicon
NORI Area
Category
(Mt (wet))
(wet kg/m 2 )
(%)
(%)
(%)
(%)
(%)
D
Measured
4
20.6
1.4
1.2
0.13
32
5.16
D
Indicated
261
17.4
1.4
1.14
0.14
31
5.4
D
Measured + Indicated
265
17.4
1.4
1.14
0.14
31
5.45
D
Inferred
110
15.4
1.4
1.14
0.12
31
5.46
Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities. Moisture content was estimated to be 28% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery.
Due to the extremely low variance in the grades and the high metal content of the nodules, a cut-off based on abundance is appropriate for determining the limits of economic exploitation. A cut-off of 4 kg/m 2 abundance was chosen for the NORI Contract Area, based on the estimates of costs and revenues presented in the initial assessment contained in the NORI-D PFS. The metal prices assumed in the calculation of the cut-off were: nickel sulfate $21,633/t; copper metal $11,440/t; cobalt sulfate $55,198/t; cobalt in manganese silicate $5.45/dmtu. The price estimates are long term (2034 – 2046) forecasts provided in a report by CRU International Limited and Benchmark Minerals, as documented in the Pre-Feasibility Study for NORI-D PFS. The qualified Person considered that this timeframe is reasonable in view of the likely time required to bring the majority of the NORI mineral resources into production.
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Sampling of NORI Area D at a spacing of 10 kilometers by 10 kilometers during the 2019 campaign confirmed that the nodules have low variability and high continuity. The mineral resource estimate set forth above is 4 Mt measured and 261 Mt indicated, and 10 Mt inferred mineral resources.
While the NORI-D PFS focuses primarily on the exploration operations in NORI Area D, the TOML and NORI IA focuses on the exploration operations in NORI Areas A, B and C. The polymetallic nodule mineralization in NORI Areas A, B and C has similar characteristics to NORI Area D and it is reasonable to assume that the technology proposed in the NORI-D PFS would be suitable for development of these additional areas.
The estimated mineral resources in NORI Areas A, B and C set forth below were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities and are reflected in the NORI-D PFS and the TOML and NORI IA. We do not believe there have been any other material changes to the estimated mineral resources since the initial 2025 determination thereof.
NORI Area A, B and C December 31, 2025 In-Situ Mineral Resource estimate at 4 kg/m 2 abundance cut-off
Nodule tonnage
Abundance
Ni
Cu
Co
Mn
NORI Area
Category
(Mt (wet))
(wet kg/m 2 )
(%)
(%)
(%)
(%)
A
Inferred
72
9.4
1.35
1.06
0.22
28.0
B
Inferred
36
11
1.43
1.13
0.25
28.9
C
Inferred
402
11
1.26
1.03
0.21
28.3
Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities. Moisture content was estimated to be 24% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery.
Information concerning our mineral properties in the Pre-Feasibility Study for NORI-D PFS, the TOML and NORI IA and in this Annual Report includes information that has been prepared in accordance with the requirements of the SEC Mining Rules. Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination. As used in this Annual Report, the terms “pre-feasibility study,” “feasibility study,” “initial assessment,” “mineral reserve,” “probable mineral reserve,” proven mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined and used in accordance with the SEC Mining Rules. You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC.
You are cautioned that mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence as to whether they can be economically or legally mined. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Approximately 97% of the NORI Area D mineral resource and approximately 7% of the NORI Areas A, B and C resource are defined in the measured and indicated categories. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.
Mineral reserve estimate
In addition to the establishment of the mineral resources discussed above, on August 4 2025, we reported mineral reserves for NORI Area D, a polymetallic nodule project.
The mineral reserve estimate is based on a mine plan developed from results observed during the test mining, extensive test work and analysis undertaken by us and Allseas. Numerous workshops were conducted with us, Allseas and technical specialists to develop the nodule collection strategy on which the mine plan is based. Testwork and analysis by marine specialists we engaged included seafloor geotechnical data collection and analysis, analysis of seafloor surveys, plume modelling of disturbed sediments and geological data to identify and characterise the seafloor areas suitable for nodule collection. Testwork undertaken by Allseas while developing the nodule collection system included nodule collection simulation trials, and testwork specific to identifying the design and operating parameters for each of the various components of the system, and the test mining, using a 40% width scale prototype collector.
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Although the mine plan covered the whole of the NORI Area D, initial mining for the first eight years was confined to a subset of NORI Area D in the southwest of the lease, referred to as the Initial Mining Area in the NORI-D PFS. This area is close to the test mining area and so confidence in the modifying factors is sufficient to define Mineral Reserves. It was also largely devoid of steep (>4 ) terrain and so was considered the most suitable area for initial collection operations. The collector runs for the initial two years were generated to be as long as possible to allow for initial operations to be as simple as possible while operating procedures are refined.
Key inputs used to estimate the mineral reserve are the mineral resource model developed by AMC Consulting Pty Ltd, the nodule collection system specifications we provided to Allseas (including production capability and ability to collect on slopes up to 4°), collector dimensions and capabilities provided by Allseas, geotechnical data reports and specific location analysis by APYS Subsea Ltd (APYS), analysis and modelling by Allseas to determine seafloor trafficability, geological analysis by Marine Geoscience Innovation (MARGIN) to determine areas where nodules could be collected (geo-obstacle probability model), and the parameters developed by AMC from the work of all of the above. Key physical parameters used by AMC to estimate the Mineral Reserve included collector recovery, geo-obstacle probability, gap left between collection paths to ensure collector efficiency, and metallurgical recoveries for each of the proposed products. An economic model of production, product prices, payabilities, revenue, and operating and capital costs developed by TMC was used to assess economic viability.
The estimated mineral reserves in NORI Area D set forth below were determined on June 30, 2025, and also reflect the estimated mineral reserves as of December 31, 2025, as none of the mineral reserves in this area were depleted by mining or any other activities. We do not believe there have been any other material changes to the estimated mineral resources since the initial 2025 determination thereof.
The NORI Area D December 31, 2025 Mineral Reserve:
Tonnes
Co
Cu
Mn
Ni
Classification
(Mwmt)
(%)
(%)
(%)
(%)
Proven
—
—
—
—
—
Probable
51
0.13
1.1
31
1.4
Total
51
0.13
1.1
31
1.4
Notes: 1. Mineral Reserve estimated in Initial Mining Area only with 1,000 m buffers for the lease and seamounts.
2. Measured and Indicated mineral resources are converted to probable Mineral Reserves.
3. Grades are quoted on a dry basis.
4. Zero abundance cut-off used, with nodules <4 kg/m 2 used to define the Mineral Resource included as dilution to generate viable mining blocks.
5. Moisture content assumed to be 28% (mass of solid/(mass of solid + mass of water)).
6. Metal prices US$20,295/t Ni, US$21,633/t Ni sulfate, US$11,440/t Cu, US$56,117/t Co, US$55,198/t Co sulfate, US$5.45/dmtu Mn in manganese-silicate.
7. Nodule recovery by the Collector is estimated as 77% for Type 1 and 62% for Type 2 and 3 nodules.
8. Metallurgical recovery to sulfate is estimated as 94.6% Ni, 77.2% Co and 86.2% Cu, and to matte is 94.8% Ni, 77.5% Co, 86.4% Cu and for 98.9% for Mn.
9. Rounding estimates to two significant figures may result in computational discrepancies.
The Initial Mining Area as described in the NORI-D PFS which was converted to mineral reserves contains approximately 25% of the NORI Area D mineral resource and conversion of mineral resources to mineral reserves is approximately 57%.
The Mineral Reserves are classified as probable mineral reserve, due to:
● the lack of operating experience with the nodule collection system proposed for NORI Area D to confirm production rates, nodule recovery assumptions, field efficiencies, and operating and capital cost parameters;
● the lack of other commercial nodule operations to confirm the reasonableness of mine planning parameters, modifying factors and mine plan outcomes; and
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● Lack of commercial recovery permit terms and conditions issued by NOAA on how management of nodule collection operations will be regulated and with which our operations need to comply.
The mineral reserves presented above are derived from the NORI-D PFS and are based on a mine plan and economic analysis that assume the receipt of all required regulatory approvals, including exploration licenses and commercial recovery permits under DSHMRA, as well as any required environmental and onshore processing permits. The mineral reserve estimates incorporate modifying factors including mining, metallurgical, processing, economic, marketing, legal, environmental, infrastructure and governmental considerations. Because commercial-scale polymetallic nodule collection has not yet been undertaken, production rates, nodule recovery assumptions, field efficiencies and operating parameters are based on pilot testing, engineering studies and prefeasibility-level analysis, and actual results may differ materially as commercial operations are developed. In addition, the pre-feasibility study included in the NORI-D PFS indicated that the development of NORI Area D is technically and economically viable. The pre-feasibility study, however, does not represent a feasibility study and does not support a development decision, as additional project planning and design are needed to make this decision. The NORI-D PFS also does not include the conversion of all mineral resources included in NORI Area D to mineral reserves and does not include the conversion of any mineral resources to proven mineral reserves. You are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves or that probable mineral reserves will ever be upgraded to proven mineral reserves. Until mineral deposits are actually mined and processed, mineral resources and mineral reserves must be considered as estimates only.
Development plan
NORI proposes to implement the project in multiple phases that will allow the seafloor collection systems to be tested (“Collector Test”) and then nodule collection to be gradually ramped up. The phased approach will facilitate de-risking of the project for relatively low initial capital investment. Additionally, this phased development will allow for an adaptive approach to environmental management providing learning at small-scale which would be applied as the development increases in scale.
The proposed seafloor development phases are as follows, as outlined in the NORI-D PFS:
● The Collector Test was designed to perform proof of concept for the methods of collecting and lifting the nodules while acquiring sufficient data to design a commercial system. The Collector Test used a converted sixth generation drillship, the Hidden Gem . Nodules collected during the test were stored on the Hidden Gem and brought to shore for use in large scale process pilot testing. The test did not demonstrate the transshipment of nodules to a shore-based facility.
● Production System #1 (“PV1”) would be an extension of the Collector Test using an upgrade of the Hidden Gem to produce a sufficient and continuous quantity of nodules to support commercial operation commencing at 1.3 Mtpa increasing in staged increments to 3.0 Mtpa of wet nodules delivered to a shore-based facility. This operation would demonstrate a more continuous collection operation at a larger scale than the Collector Test and would demonstrate the transshipment of nodules to a processing facility. It would also allow for the implementation and testing of adaptive management systems to ensure environmental compliance.
● We contemplate that an increase in production is achieved via the introduction of another production vessel with the capacity of up to 3.0 Mtpa.
● The processing of the polymetallic nodules would also be ramped up in phases:
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● We propose to toll-treat polymetallic nodules at existing RKEF smelters, utilizing excess industry capacity. NORI advises there is significant interest from many parties in China, Indonesia and Japan to utilize RKEF plants which may become stranded as a result of the Indonesian government nickel laterite ore export ban restricting supply of the nickel laterite feedstock that they currently utilize and the significant recent build-out of capacity in Indonesia which may have resulted in processing capacity oversupply. These RKEF plants were originally built to convert nickel laterite to nickel pig iron and could be converted to smelt polymetallic nodules with minor modifications. Furthermore, PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper -cobalt alloy. The feasibility study confirmed operating parameters (e.g. tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications at its Hachinohe, Japan smelting facility, which is located on the coast in northern Japan and is equipped with port and processing infrastructure required to receive and process polymetallic nodules and to ship products to customers.
● A purpose-built process plant may be constructed, including pyrometallurgical and hydrometallurgical circuits. Nodule production would be increased in phases by treatment in this new plant and existing RKEFs.
Collection methods
The main items of offshore infrastructure are the nodule collector vehicles, the riser, and four production support vessels (“PSV”): Hidden Gem, expected to be PV1; Production Vessel #2, Production Vessel #3 and Production Vessel #4.
The nodules are intended to be collected from the seafloor by self-propelled, tracked, collector vehicles. No rock cutting, digging, drill-and-blast, or other breakage will be required at the point of collection. The collectors are intended to be remotely controlled and supplied with electric power via umbilical cables from the PSV. The collectors are intended to traverse the seabed at a speed of approximately 0.5 m/s. Suction dredge heads on each collector are expected to recover a dilute slurry of nodules, sediment, and water from the seafloor. Each collector is expected to yield about 254 t/hr (dry) nodules. A hopper on each vehicle is expected to separate sediment and excess water, which is expected to pass out of the hopper overflow, from the nodules, which is planned to be pumped as a higher concentration slurry via flexible hoses to a riser.
The riser is a steel pipe through which nodules are planned to be transferred to the surface by means of an airlift. The riser is intended to consist of three main sections. The lower section is expected to carry the two-phase slurry of nodules and water from the collectors to the airlift injection point. The mid-section is expected to carry a three-phase mixture of slurry and air. This section will also include two auxiliary pipes: one to carry the compressed air for the airlift system, and one to return water from dewatering of the slurry to its subsea discharge point. The upper section of riser is expected to have a larger diameter to account for the expansion of air in the airlift.
The airlift is intended to work by lowering the average density of the slurry inside the riser to a level lower than seawater. The difference between the hydrostatic pressure of the seawater at depth and the pressure caused by the weight of the low-density three-phase slurry column inside the riser is expected to force the slurry column to rise. The energy to achieve the lift is planned to be supplied by compressors housed on the PSV, which are planned to be capable of generating very high air pressures, up to 15 MPa.
The PVs are planned to each support a riser and airlift system (“RALS”) and its handling equipment, and to house the airlift compressors, collector vehicle control stations, and material handling equipment. All power for offshore equipment, including the nodule collecting vehicles, is intended to be generated on the PSVs. The PSVs are intended to be equipped with controllable thrusters and to be capable of dynamic positioning (DP), which should allow the vessels and risers to track the collectors. Nodules are planned to be discharged from the RALS to the PSVs, where they are expected to be dewatered and temporarily stored or transferred directly to a transfer vessel (“TV”).
Each PV will be supported by one dedicated dynamic position Transfer Vessel (TV). Nodules will be offloaded from the PV to the TV at regular intervals during operations to ensure the PV storage capacity is not exceeded. Support vessels (SVs) will provide ancillary services such as bunkering, waste management and personnel transfers.
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The NORI-D PFS assumes nodules will be recovered from the hold of the PV using axial conveyors located beneath the storage holds. They will then be lifted to deck level via sandwich conveyors and offloaded through a boom conveyor system capable of both luffing and slewing. Offloading will occur at a rate of 2,500 wmt per hour to a dynamically positioned transfer vessel with 50,000 mt storage capacity. The transfer vessel will in subsequently load Capesize bulk carriers, each with a storage capacity of approximately 200,000 mt, using a similar recovery and offloading system.
The overall nodule collector efficiency is estimated at 80%. The recovery value is based upon test work conducted in the 1970s. Nodule recovery efficiency is the product of nodule entrainment efficiency, subsea concentrator recovery, and dewatering system efficiency. The estimate of dewatering recovery used in the NORI-D PFS is higher than indicated by the 1970s test work because data that has come to light recently suggests the amount of breakup during lifting the nodules up the RALS may be significantly less than previously assumed (Kennecott (1978), Deep Reach Technology (“DRT”) (2015)).
Expected Mineral Resource modifying factors
Modifying factors
Value
Description
Resource area efficiency
92%
The resource area efficiency factor is defined as the width of the collector divided by the width of the collector path. A 0.5 m undisturbed strip is to be left either side of the collector. For a 12 m wide collector, the resource area efficiency is calculated as 12/13.
Collector pick-up efficiency
90%
This is the percentage of nodule mass passed over by the collector that is picked-up up by the collector head.
Collector underflow efficiency
95%
This is the percentage of nodule mass that is picked-up up that is passed to the collector underflow.
Nodule attrition
0%
This is the percentage of mass of nodule lost through attrition from the seafloor to trans-shipment. It is included in the trans-shipment efficiency.
Trans-shipment efficiency
93%
This is the percentage of nodule mass transferred from the production vessel to trans-shipment.
Overall collector efficiency
80%
This is the percentage of nodule mass passed over by the collector that is delivered to the transport vessel. It includes losses in the pick-up, overflow, attrition and trans-shipment (90%*95%*100%*93%).
Overall resource recovery factor
73%
Is the product of the resource area efficiency * collector pick-up efficiency * collector under flow efficiency * (1 — nodule attrition (%)), * trans-shipment efficiency (92%*90%*95%*100%*93%).
For more information on polymetallic nodule collection methods, see Section 13 of the NORI-D PFS.
Mineral processing and metallurgical testing
A combined pyro-metallurgical and hydro-metallurgical flowsheet was evaluated in the NORI-D PFS. Similar flowsheets were investigated at various times over the last several decades. NORI has undertaken bench-scale test-work and is in the process of completing pilot-scale testing of the proposed flowsheet. This work has confirmed or improved the flowsheet that was initially developed from extensive information available in the literature.
The pyrometallurgical front-end of the plant is expected to use RKEF lines that calcine and smelt the nodules to form an alloy. The alloy is then expected to be sulphidized to form a matte and then partially converted in a Peirce-Smith converter operation to remove iron. The matte from the sulphidation step is planned to then be sent to the hydrometallurgical refinery. The pyrometallurgical process is expected to be similar to that successfully used to process some nickel laterite ores.
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The hydrometallurgical refinery concept is based on a sulfuric acid leach flowsheet. A two-stage leach would be used to produce copper cathode and a pregnant leach solution rich in nickel and cobalt, while low in copper. Further processing of the pregnant leach solution is based on mixed-sulphide precipitate processing flowsheets employing solvent extraction. The final production of battery-grade nickel and cobalt sulfates is expected to use crystallization.
The pyrometallurgical process is expected to generate a manganese silicate stream that we believe could be sold to the manganese industry and small converter slag stream that we believe could be sold for industrial applications. No value has been ascribed to converter slag in the NORI-D PFS. The hydrometallurgical plant is expected to produce an ammonium sulfate by-product for sale to the fertilizer industry. Thus, together with the ability to recycle other hydrometallurgical side-streams to the pyrometallurgical process, the flowsheet is planned to have neither tailings ponds nor permanent slag repositories and should not generate substantial waste streams.
The average targeted production rate for the new hydrometallurgical plant at full capacity is expected to be 6.4 Mtpa of nodules (dry basis). The NORI-D PFS assumes this refining operation will be in Texas in the United States. Detailed engineering design has not yet been undertaken.
Expected metallurgical recoveries are summarized in the table below.
Nickel
Cobalt
Copper
Recovery
Recovery
Recovery
Process Step
(%)
(%)
(%)
Final matte
94.6
%
77.4
%
86.5
%
Hydrometallurgical products before recycle
98.9
%
98.0
%
96.2
%
Recycled residue
94.6
%
77.4
%
86.5
%
Overall recovery
94.6
%
77.2
%
86.2
%
In addition to the above base metals, 98.9% of the manganese contained in the feed is expected to be recovered in the manganese silicate product, containing 52.6% MnO. Approximately 7.3 Mt of manganese silicate is expected to be produced per annum (from steady state operation from 2030 onwards).
For more information on mineral processing and metallurgical testing, see Section 14 of the NORI-D PFS.
Environmental studies, permitting, community, or social impact
Historically, a significant amount of technical work has been undertaken within the CCZ by the contractors under the ISA and a significant body of information has been acquired during the past 40 years on the likely environmental impacts of collecting nodules from the seafloor.
NORI’s offshore exploration campaigns have included sampling to support environmental studies, collection of high-resolution imagery and environmental baseline studies. Environmental campaigns in 2021 resulted in completion of the offshore environmental data collection required for the ESIA baseline studies.
NORI has commenced the ESIA process in support of an application for a commercial recovery permit for the commercial collection of deep-sea polymetallic nodules. A comprehensive program of metocean and biological data acquisition was completed, which was required to characterize the baseline conditions at a designated Collector Test site and control sites in the NORI Contract Area.
NORI intends to manage the project under the governance of an Environmental Management System (“EMS”), which is to be developed in accordance with the international EMS standard, ISO 14001:2004. The EMS will provide the overall framework for the environmental management and monitoring plans that will be required.
An EMMP will be required. The plan will specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting. This plan will involve an ecosystem approach incorporating an adaptive management system.
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The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the CCZ. No significant commercial fishing is carried out in the area.
The onshore environmental and social impacts are in the process of being evaluated as part of the feasibility being undertaken by PAMCO under the binding MoU signed in November 2023 for nodules that would be processed at their existing facility in Hachinohe, Japan, which was completed in June 2025. This is an existing facility that has processed laterite ores since the mid 1960’s and has all the required operating permits to do so. PAMCO are working with Japanese authorities to ensure that the environmental impacts of treating nodules are minimized and can be undertaken within PAMCO existing permissions or ensuring appropriate permissions are issued if required.
It is likely that additional facilities beyond PAMCO will be required as production expands. This could involve processing through additional tolling facilities or potentially newly built facilities. The onshore environmental and social impacts of these facilities have not been assessed because the tolling facilities have not been identified or a new-build process plant has not been designed in detail, and the location and host country (and hence regulatory regime) not confirmed. The planned metallurgical process will not generate solid waste products, and the deleterious elements (for example, cadmium and arsenic) content of the nodules is very low, indicating that with careful management the environmental impacts of the processing operation could be very low.
For more information on environmental studies, permitting and social or community impact, see Section 17 of the NORI-D PFS.
Internal controls and data verification
The original assay sheets for the individual samples collected by the pioneer investors from within the NORI Area are not available for auditing against the values in the database. We, AMC and NORI have not had access to the original assay sheets for the individual samples that are within the CCZ, and the quality control procedures used by the laboratories and the ISA. However, the consistency between the abundance and grade data collected by the pioneer investors, as presented in Section 9.1 of the NORI-D PFS, supports the contention that the quality of the pioneer investor data is satisfactory.
It is also reasonable to infer that the pioneer investor data are of sufficient quality for resource estimation because the ISA is an independent agency with significant accountability under the UNCLOS. Part of its mandate is the receipt and storage of seafloor sampling data suitable for the estimation of nodule resources and the legally binding award of licenses. It is reasonable to assume that a reasonable level of care was applied by the ISA. No pioneer investor data was used for the mineral resource and mineral reserve estimates included in the NORI-D PFS. The NORI Areas A-C and TOML mineral resource estimates included in the TOML and NORI IA incorporates pioneer investor data in these estimates.
Data collected by NORI is well-documented and was subject to satisfactory quality assurance/quality control processes. Documentation verified by the qualified person includes photographs, daily exploration reports, digital logging sheets and original assay reports. In the opinion of the qualified person, the NORI data was of high quality and suitable for estimation of measured mineral resources.
Assaying of nodules collected by NORI in 2012, 2013, 2018, 2019, 2020, 2022 and 2023 confirm the mean grades of the historical grab samples and support the contention that the quality of the pioneer investor data is satisfactory for inclusion in resource estimation. The main limitation with the pioneer investor data is the likelihood that some of the abundance values were too low, due to loss of nodules from the FFG. Estimates of abundance that include pioneer investor data are therefore likely to be conservative.
For more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the NORI-D PFS.
Qualified Persons
The following third-party qualified persons as defined in the SEC Mining Rules contributed to the NORI-D PFS and the TOML and NORI IA:
● Dr. Ian Stevenson, Geoscience Consultant, MARGIN – Marine Geoscience Innovation
● John Buckell, Consultant, APYS Subsea Ltd
● Cameron Harris, Principal: Smelting, Canadian Engineering Associates Ltd
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● Brett Roughan, Principal, Lanasera Pty Ltd
● Andrew Hall, CEO, AMC Consultants Pty Ltd
In addition, the following personnel of the Company served as qualified persons for certain sections of the NORI-D PFS and the TOML and NORI IA:
● Anthony O’Sullivan, Chief Development Officer
● Rutger Bosland, Chief Innovation and Offshore Technology Officer
● Dr. Michael Clarke, Environmental Program Director
● Adam Price, Project Control Manager
Each of the third-party qualified persons listed above is not an employee of the Company.
TOML Contract Area
The information that follows relating to the TOML Contract Area of the CCZ subject to the TOML Exploration Contract with the ISA is derived, for the most part, from, and in some instances is an extract from, the TOML and NORI IA. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of TOML and NORI IA, which has been incorporated by reference as exhibit 96.2 to this Annual Report. In the event that we determine that any of modifying factors, estimates and other scientific and technical information in the TOML and NORI IA materially change, we may update or file a new technical report in the future. The TOML Contract Area is an exploration stage property.
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Location of the TOML Contract Area and access
The TOML Contract Area is located within the CCZ of the northeast Pacific Ocean. The CCZ is located in international waters between Hawaii and Mexico. The western-end of the CCZ is approximately 1,000 kilometers south of the Hawaiian island group. From here, the CCZ extends over 4,500 kilometers east-northeast, in an approximately 600 kilometers wide trend, with the eastern limits approximately 2,000 kilometers west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets. The TOML Contract Area comprises six separate blocks (A through F) in the CCZ with a combined area of 74,713 square kilometers.
TOML Contract Area extents
Minimum
Maximum
Minimum
Maximum
Minimum
Maximum
Minimum
Maximum
Latitude
Latitude
Longitude
Longitude
UTM X
UTM X
UTM Y
UTM Y
UTM
Area
(DD)
(DD)
(DD)
(DD)
(m)
(m)
(m)
(m)
Zone
A
7.167 N
8.167 N
151.667 W
152.510 W
553972
647187
792205
902968
05N
B
13.580 N
14.667 N
132.000 W
133.200 W
694518
824685
1502009
1623605
08P
C
15.000 N
15.800 N
128.583 W
131.000 W
284947
544791
1658371
1747847
09P
D
13.125 N
14.083 N
123.583 W
125.333 W
247293
437022
1451031
1557860
10P
E
12.750 N
13.083 N
123.583 W
125.333 W
246693
436796
1409563
1447513
10P
F
9.895 N
11.083 N
117.817 W
118.917 W
289835
410804
1093917
1225828
11P
DD — Decimal degrees, UTM — Universal Transverse Mercator map projection 87
The CCZ lies between Hawaii and Mexico and is accessible by ship from various ports in the U.S. and South America. As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations. All personnel and material will be transported to the project area by ship.
See Section 3 of the TOML and NORI IA for further specific information of the location of the TOML Contract Area.
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Tenements and permits
See Business- Laws and Regulations-The TOML ISA Exploration Contract, Business- Laws and Regulations-The TOML Sponsorship Agreement and Business- Laws and Regulations- International Seabed Authority above for information related to tenements and permits in the TOML Contract Area.
TOML obligations and sponsorship
See Business- Laws and Regulations-The TOML ISA Exploration Contract, Business- Laws and Regulations-The TOML Sponsorship Agreement above for information related to this agreement in the TOML Contract Area.
Royalties and taxes
See Business- Laws and Regulations-Royalties and Taxes above for information with respect to our obligations for royalties and taxes in the TOML Contract Area.
History of previous exploration activities in the TOML Area
Prior to the implementation of UNCLOS, many offshore exploration campaigns were completed by international organizations and consortia. A number of at-sea trial collection operations were successfully carried out in the CCZ in the 1970s to test potential collection concepts. These system tests evaluated the performance of a self-propelled and several towed collection and collection devices, along with submersible pumps and airlift technology for lifting the nodules from the deep ocean floor to the support vessel. Certain pioneer investors include those entities that carried out substantial exploration in the CCZ prior to the entry into force of UNCLOS, as well as those entities that inherited such exploration data.
Exploration and development efforts in the CCZ started in the 1960s by state sponsored groups from Russia, France, Japan, Eastern Europe, China, Korea and Germany. Several commercial consortia also explored between the 1960s and the 1980s and in some instances their descendants are still involved to the present day. No commercial collection operations have yet been established in the CCZ. However, a variety of collectors, pick-up systems, and metallurgical processing flow sheets were tested, and several integrated “demonstration scale” systems operated in the CCZ for several months in the late 1970s. Processing test-work has encompassed a variety of hydrometallurgical and pyrometallurgical flow sheets, usually with good results.
Six exploration groups are known to have surveyed areas within the TOML Contract Area and collected samples of polymetallic nodules. Much of this work overlapped as it predated the signing of the Law of the Sea. These include the Japanese group (DORD), the South Korean group (KORDI), the Russian Federation group (Yuzhmorgeologiya), the French group (Ifremer), the German group (FIGNR or BGR), and the consortium, Ocean Minerals Company (OMCO). The timing and location (ISA, 2003) of the OMCO sampling is known but the results are not available outside of ISA published contour maps. Virtually all the samples in the TOML tenement area were obtained by FFG samplers, although a few results from box corers (BC) were also included.
See Section 5 of the TOML and NORI IA and the NORI-D PFS for further specific information of the history of previous exploration of the TOML Contract Area.
Geology and sampling
Seafloor polymetallic nodules occur in all oceans but the CCZ hosts a relatively high abundance of nodules. The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth. This mineral field is essentially a single mineral deposit almost 5,000 kilometers in length and up to 600 kilometers wide. The size and level of uniformity of mineralization is unmatched by any mineral deposit of similar value on land. The mechanism of formation of the nodules is interpreted to be essentially identical across the entire CCZ, with only minor local variations. Consequently, there is relatively little difference between the size, shape or metal content of the nodules from one area to another. Figure 6.4 to Figure 6.8 of the TOML and NORI IA illustrate the remarkable continuity of grades and abundances across the whole of the CCZ.
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The morphological features of the seafloor are similar in the TOML and the NORI Areas, which all lie within the Abyssal Plains and are characterized by sub-parallel basaltic lava ridges called abyssal hills. The Areas are punctuated by typically extinct volcanic knolls and seamounts and scattered sediment drifts in which few nodules are preserved at the seafloor.
Seafloor polymetallic nodules rest on the seafloor at the seawater — sediment interface. Such nodules are composed of nuclei and concentric layers of manganese and iron hydroxides and are formed by precipitation of metals from the surrounding seawater and sediment pore waters. Nickel, cobalt and copper are also precipitated and occur within the structure of the manganese and iron minerals.
The specific conditions of the CCZ (water depth, latitude, and seafloor sediment type) are considered to be the key controls for the formation of polymetallic nodules. Nodules are typically 4 to 6 cm and up to 10 cm in diameter.
The exploration methods used to explore and delineate the mineral resources in the TOML and NORI areas were essentially the same. MBES was used to determine the depth of water (bathymetry) and the acoustic reflectance (backscatter) of the seabed. Nodule coverage was interpreted using the backscatter data. Physical sampling of the nodules was carried out initially using FFG samplers and in more recent years by BC samplers which provide a better-quality sample. Measurements of nodule abundance obtained from physical samples were supplemented with estimates of abundance made using the long-axis estimation (“LAE”) method and high-resolution photographs of the seafloor.
Data collected by TOML in 2013 and 2015 supports the historical data but also is of sufficient quantity and quality to allow estimation of an indicated mineral resource for five sub areas within TOML Areas B, C, D and F called B1, C1, D1, D2 and F1. More detailed data collected by TOML has also allowed estimation of a measured mineral resource for a single sub area within TOML Area B.
The key data sets behind the inferred mineral resource estimate for TOML Areas A through E are surface samples obtained by free fall grab samplers, although a few results from box-corers were also included. Free fall grab samplers are the standard sampling method as they are the most productive tool available. They are believed to underestimate the actual abundance, as smaller nodules may escape some grabs during ascent and larger nodules around the edge of the sampler may be knocked or fall out during the sampling process. This may introduce some conservatism to the inferred mineral resource estimates.
The key data behind the inferred mineral resource estimate for TOML Area F and the indicated and measured mineral resources are box-corers and measured photographs. Box-corers take longer to collect than free fall grab samplers, but they are believed to have less bias. Photos cover a much greater area than either free fall grabs or box-corers. The weight of individual nodules can be accurately estimated from the length of their long or major axis; a relationship first discovered in the 1970s. Using the box-core samples as calibration devices, TOML was able to measure the size of nodules on several hundred photographs in Areas B and C. Abundance is shown to be related both to nodule coverage in photos and to acoustic response (backscatter) from regional survey. These data thus provide very detailed indications of nodule abundance and continuity.
Many of the records of the sampling procedures used by the pioneer contractors were not available to the Qualified Persons, but it is likely that all of the pioneer contractors followed similar procedures to that used by TOML. Nodule abundance (wet kg/m 2 ) was derived by dividing the weight of recovered nodules by the surface area covered by the open jaws of the sampler or corer (typically 0.25 to 0.75 m 2 ). A split of the nodules was dried, crushed and ground to enable grade determination via standard analytical methods (typically atomic absorption spectrometry, X-ray fluorescence or inductively coupled plasma methods), either on the vessel or back on shore. Specific nodule chemical standards were used for instrument calibration. TOML also present the results of field, submitted and laboratory duplicates of nodule samples.
Analysis of the data revealed that, as a consequence of their origin, nodule grades vary only slightly across the CCZ, with spatial continuity of the abundance, Mn, Ni, Co, and Cu grades often ranging from the order of several kilometers up to several tens of kilometers. Nodule abundance is sometimes less continuous than grade, as it is also subject to local changes in net sedimentation (a consequence of seafloor slope, slumping, erosion and local currents).
For more information about the TOML exploration campaigns in 2013 and 2015, see Section 7 of the TOML and NORI IA.
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Mineral resource estimate
The mineral resource was classified on the basis of the quality and uncertainty of the sample data and sample spacing, in accordance with the definitions of “inferred mineral resource,” “indicated mineral resource” and “measured mineral resource” under the SEC Mining Rules.
Estimation of tonnage and grade for the TOML Contract Area within the CCZ was undertaken using only sample data within the TOML Contract Area in the second quarter of 2016. The estimates are based on the historical box-core and free fall-grab nodule sampling (262 samples) supplemented with recently acquired TOML nodule box core (113 samples) and photo-profile data (20,857 frames over 587-line kilometers). Only sample data within the TOML Contract Area was used to inform the estimates.
Six block models were constructed using the geostatistical modelling programs Gstat 1.1-3 and R 3.2.5, one for each TOML Exploration Area (A to F), in three passes. The first pass used a parent block dimension of 1.75 kilometers by 1.75 kilometers and filled the areas defined as measured mineral resource. The second pass for indicated mineral resource used a parent block size of 3.5 kilometers by 3.5 kilometers while the third pass for inferred mineral resource used a parent block size of 7.0 kilometers by 7.0 kilometers.
The modelling methodology used for estimating the mineral resource was determined through careful consideration of the scale of deposit, mechanism of nodule formation, geological controls and nature of the sampling method. The approach involved estimating nodule abundance and grades into a two-dimensional block model with abundance used for calculating tonnage. Abundance and grades were estimated using Ordinary Kriging (OK) with comparison (not reported) estimates using Inverse Distance Weighting (IDW) and nearest neighbor. The modelling methodology is similar to the method applied by the ISA (2010) for its global estimate which was produced by a multi-disciplinary effort that involved recognized subject matter experts.
The historical nodule sample data is considered suitable for the purpose of estimating mineral resources to an inferred level of confidence. The qualified person also considered that the combination of the TOML and historical nodule sample data (physical samples and photo based long axis estimates) combined with detailed backscatter, photo profiling and geological interpretation is sufficient to estimate polymetallic nodule indicated mineral resources and, in one small especially data rich area, measured mineral resources.
Inferred mineral resource classification was based on sampling by pioneer contractors on a nominal spacing of 20 kilometers, the variation and uncertainty in the sample quality, and the likely presence of short-range variation to nodule abundance.
Indicated mineral resource classification was based on box core sampling by TOML on a nominal spacing of approximately 7 kilometers by 7 kilometers (including photo profiling in some cases at 7 kilometers by 3 kilometers), supplemented by sampling by pioneer contractors.
Measured mineral resource was based on box core sampling by TOML on a nominal spacing of approximately 7 km by 7 kilometers plus photo-profiling on a nominal spacing of 3.5 kilometers by 3.0 kilometers, supplemented by sampling by pioneer contractors.
The estimated mineral resources in area set forth below were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities and are reflected in the TOML and NORI IA. We do not believe there have been any other material changes to the estimated mineral resources since the 2021 determination thereof.
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Mineral Resource Estimate December 31, 2025, In-Situ, for the TOML Contract Area within the CCZ at a 4 kg/m 2 nodule abundance cut-off
Tonnes
Abundance
Ni
Cu
Co
Mn
Mineral Resource Classification
(x10 6 wet t)*
(wet kg/m 2 )
(%)
(%)
(%)
(%)
Measured
2.6
11.8
1.33
1.05
0.23
27.6
Indicated
69.6
11.8
1.35
1.18
0.21
30.3
Measured + Indicated
72.2
11.8
1.35
1.18
0.21
30.2
Inferred
696
11.3
1.29
1.14
0.20
29.0
Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities. Moisture content was estimated to be 28% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery.
* Variations in totals are due to rounding of individual values. Mn, Ni, Cu and Co assays on samples dried at 105˚C
The TOML Contract Area has sufficient samples of adequate quality to define a mineral resource for Mn, Ni, Cu and Co. The estimate of abundance and hence tonnage for the inferred mineral resource for the TOML Contract Area may be biased low due to reliance on free fall grab samples in places.
The above mineral resource estimate (measured, indicated and inferred mineral resources), which was informed by data collected by TOML in 2013 and 2015, is presented in Table 11.9 of the TOML and NORI IA.
Due to the extremely low variance in the grades and the high metal content of the nodules, a cut-off based on abundance is appropriate for determining the limits of economic exploitation. A cut-off of 4 kg/m 2 abundance was chosen for the TOML Contract Area, based on the operating costs and production estimates for the calculation of an abundance cut-off based on estimates developed for the second generation of collection systems described and assessed in the NORI and TOML IA rather than the collection system evaluated for the mineral reserves in the NORI-D PFS. This approach was chosen because the development scenario assessed in the TOML and NORI IA is a more likely timeframe in which the mineral resource in the TOML area would be developed. The qualified person considered that the abundance cut-off calculated this way for the Mineral Resources is consistent with reasonable prospects of economic extraction.
An assessment of the abundance cut-off (breakeven) for the TOML Contract Area and the NORI Contract Area is as follows:
Nodule
Breakeven
Revenue per
Variable Opex
Production
Revenue
Opex per hour
Abundance
hour
($/wmt)
(m 2 /hr)
($/wmt)
($/hr)
(kg/m 2 )
($/hr)
Alloy
188
33,660
421
50,584
3.6
50,584
Matte
188
33,660
479
50,584
3.1
50,584
Sulphate
188
33,660
612
50,584
2.5
50,584
A 94.6% recovery of nickel to sulfate at an assumed price of nickel sulfate $21,633/t; 86.2% recovery of copper at an assumed price of $11,440/t copper metal; 77.2% recovery of cobalt sulfate at an assumed price of $55,198/t cobalt metal; and 98.9% recovery of manganese at an assumed price of $5.45/dmtu manganese in manganese silicate. The method of calculation for the cut-off determines the minimum average nodule abundance needed during steady state operations such that the revenue minus costs (excluding capital) is greater than zero. Revenue includes metal pricing and metallurgical processing recoveries, and the costs include the collection, transport, processing, corporate costs and royalties.
The qualified person considered that this timeframe is reasonable in view of the likely time required to bring the majority of the TOML mineral resources into production.
The initial inferred mineral resource for the TOML Contract Area was reported on March 20, 2013 by Golder Associates. The changes in the above mineral resource estimate from 2013 for the TOML Contract Area are due to:
● the inclusion of Areas E and F for the first time, and high abundances and grades in Area F;
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● additional nodule abundance sample information (from box core and photo profile) collected during the 2015 campaign;
● setting the abundance estimates within the no nodule domain to zero in areas covered by MBES (TOML Areas B, C, D, E, F);
● the use of ordinary kriging (rather than inverse distance weighting) supported by short-range variogram to estimate abundance; and
● changes in block model parent cell size related to improved sample spacing.
Comparison of the 2013 inferred mineral resource estimate and the above estimate shows that the additional data has increased the total mineral resource tonnage by 3%. In the areas with the newest data (the indicated and measured areas), abundance and grades are all higher in the new model than the 2013 model. These changes show that it is reasonable to expect that the majority of inferred mineral resources could be upgraded to indicated or measured resources with further exploration.
Information concerning our mineral properties in the TOML and NORI IA and in this Annual Report with respect to the TOML Contract Area includes information that has been prepared in accordance with the requirements of the SEC Mining Rules. Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination. You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC.
You are cautioned that mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence as to whether they can be economically or legally mined. Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. About 10% of the TOML Contract Area resource is defined in the measured and indicated categories. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.
Reasonable prospects for economic extraction
The morphological features of the seafloor are similar in the TOML and the NORI Areas, which all lie within the Abyssal Plains and are characterized by sub-parallel basaltic lava ridges called abyssal hills. The Areas are punctuated by typically extinct volcanic knolls and seamounts and scattered sediment drifts in which few nodules are preserved at the seafloor.
The exploration methods used to explore and delineate the mineral resources in the TOML and NORI areas were essentially the same. MBES was used to determine the depth of water (bathymetry) and the acoustic reflectance (backscatter) of the seabed. Nodule coverage was interpreted using the backscatter data. Physical sampling of the nodules was carried out initially using FFG samplers and in more recent years by BC samplers which provide a better- quality sample. Measurements of nodule abundance obtained from physical samples were supplemented with estimates of abundance made using the LAE method and high- resolution photographs of the seafloor.
The sample preparation and assaying procedures used in the TOML and NORI Areas were essentially the same. The pioneer investor data lacks some supporting information but all studies to date indicate that the pioneer investor data is reliable. In both Areas, high standards of quality assurance/quality control were applied to the exploration programs that were carried out by TOML and NORI. The assay data are supported by the results of certified reference materials, duplicate samples, blank samples, and duplicate analyses at a second laboratory. Sample security was of a high standard and the Qualified Persons considered that there was negligible risk of interference with the samples.
The development plan for commercial development of polymetallic nodule deposits in the CCZ were studied as described in the NORI-D PFS. The commonality between the polymetallic nodule deposits in NORI Area D and the TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area.
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Collection methods
Recovery and collection methods that could be employed for commercial development of polymetallic nodule deposits in the CCZ were studied as described in the TOML and NORI IA. The commonality between the polymetallic nodule deposits in NORI Area D and the TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area. This is discussed further in Section 13 of the TOML and NORI IA, which assessed the collection methods for the second generation of collection systems, which would be in operation at the time the TOML project would be developed.
The main items of offshore infrastructure are the nodule collector vehicles, the riser, and the production vessels (PV).
The nodules are expected to be collected from the seafloor by self-propelled, tracked, collector vehicles. No rock cutting, digging, drill-and-blast, or other breakage will be required at the point of collection. The collectors are expected to be remotely controlled and supplied with electric power via umbilical cables from the PSV. Suction dredge heads on each collector are expected to recover a dilute slurry of nodules, sediment, and water from the seafloor. A hopper on each vehicle is expected to separate sediment and excess water, which is expected to pass out of the hopper overflow, from the nodules, which is expected to be pumped as a higher concentration slurry via flexible hoses to a riser.
The riser is a steel pipe through which nodules are expected to be transferred to the surface by means of an airlift. The riser is expected to consist of three main sections. The lower section is expected to carry the two-phase slurry of nodules and water from the collectors to the airlift injection point. The mid-section is expected to carry a three-phase mixture of slurry and air. This section is expected to also include two auxiliary pipes: one to carry the compressed air for the airlift system, and one to return water from dewatering of the slurry to its subsea discharge point. The upper section of riser is expected to have a larger diameter to account for the expansion of air in the airlift.
The airlift works by lowering the average density of the slurry inside the riser to a level lower than seawater. The difference between the hydrostatic pressure of the seawater at depth and the pressure caused by the weight of the low-density three-phase slurry column inside the riser forces the slurry column to rise. The energy to achieve the lift is expected to be supplied by compressors housed on the PSV, which is expected to be capable of generating very high air pressures.
The PVs are expected to each support a RALS and its handling equipment, and are expected to house the airlift compressors, collector vehicle control stations, and material handling equipment. All power for offshore equipment, including the nodule collecting vehicles, is expected to be generated on the PSVs. The PSVs are expected to be equipped with controllable thrusters and are expected to be capable of dynamic positioning (DP), which are expected to allow the vessels and risers to track the collectors.
The NORI AND TOML IA assumes a total of eight separate 2nd Generation Production Systems (“2nd Gen”) are expected to be employed. Each of the eight 2nd Gen systems consists of a PV that powers seafloor CVs in addition to a RALS, dewatering plant, and nodule handling and offloading infrastructure.
The PV is expected to be supported by TVs that receive dewatered nodules from the PV and transport the nodules to port for processing. Supply vessels provide resupply of fuel, personnel and logistics and operate out of the mainland USA. Each of the eight systems is assumed to be identical and capable of meeting a nameplate capacity of 7 Mwmtpa in the TOML-F area and 5 Mwmtpa in the other areas of lower abundance.
The first three PVs are brought online over a three-year period in the TOML Area F with the five additional systems coming online over a period of 5 years. All nodules are assumed to be shipped to a receiving deepwater port in Indonesia for unload and processing to matte before shipping to the USA for further refinement.
Further information on the proposed mining methods can be found in section 13 of the NORI and TOML IA.
Mineral processing and metallurgical testing
The polymetallic nodules in the TOML and NORI Areas have similar morphological, mineralogical, and grade characteristics. As noted in Section 10 of the TOML and NORI IA, all published historical work indicates that processing of nodules is technically feasible.
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The commonality between the polymetallic nodule deposits in NORI Area D and TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area. This is discussed further in Section 11.9.5 of the TOML and NORI IA, which assessed the following mineral processing scenario.
The first part of the pyrometallurgical process is the RKEF process that is widely used in the nickel laterite industry. The second pyrometallurgical step (sulphidization of the alloy produced in the first step to form a matte and then partially conversion in a Peirce-Smith converter to remove iron), while not widely practiced, also has commercial precedent at the Koniambo plant of Societe Le Nickel in New Caledonia.
Sulfuric acid leaching of matte from the pyrometallurgical process has precedent in the platinum group minerals (PGM) industry. Although copper producers typically have a solvent extraction step before electrowinning of their copper, direct copper electrowinning is done in most PGM refineries, where nickel and cobalt are also significant pay-metals. This is to maximize nickel recovery and minimize operating expenses. The nickel and cobalt are expected to be purified using solvent extraction, ion exchange and precipitation, which are all commercially proven hydrometallurgical processes. Battery grade nickel and cobalt sulfate are expected to then be crystallized from the purified solutions.
The pyrometallurgical process is expected to form two byproducts as well as the matte for the hydrometallurgical refinery:
● an electric furnace slag containing silica and 53% MnO that is intended to be sold as feed to the Si-Mn industry; and
● a converter aisle slag that could be used for aggregate in road construction or other applications.
The hydrometallurgical refinery is expected to generate iron residues that would, for a stand-alone plant, require disposal. However, these streams can be recycled back to the pyrometallurgical plant for re-treatment and recovery of entrained pay metals.
Selection of ammonia as a principal reagent in the hydrometallurgical refinery means that an additional by-product, ammonium sulfate, may be generated. This could be sold into the fertilizer industry.
The copper cathode quality from direct electrowinning, without a solvent extraction step, is expected to be ≥ 99.9% Cu. Quality of the matte produced in the pyrometallurgical plant will have an impact on this, including the potential carryover of impurities beyond values assumed for the purpose of the IA.
The production of battery-grade nickel and cobalt sulfates is targeted instead of nickel or cobalt cathodes or other intermediate products.
In summary:
● All parts of the proposed process have commercial precedents in similar or analogous industries, however not as a whole continuous flowsheet.
● Pay-metals are recovered in the following forms:
● Copper cathodes with an expected quality of ≥ 99.9% Cu.
● Battery-grade nickel sulfate.
● Battery-grade cobalt sulfate.
● Rather than generating large waste streams, the process is expected to produce by-products including high manganese content furnace slag and ammonium sulfate.
The process assumptions used in this TOML and NORI IA will need to be verified as the project proceeds.
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For more information on mineral processing and metallurgical testing, see Section 10 of the TOML and NORI IA.
Environmental studies, permitting, community, or social impact
Historically, a significant amount of technical work has been undertaken within the CCZ by contractors under the ISA and a significant body of information has been acquired during the past 40 years on the likely environmental impacts of collecting nodules from the seafloor.
TOML’s offshore exploration campaigns have included sampling to support environmental studies, collection of high-resolution imagery and environmental baseline studies. A number of future campaigns are planned to collect data on ocean currents and water quality to assist plume modelling, environmental baseline studies, box core and multicorer sampling focused on benthic ecology and sediment characteristics.
The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the TOML Areas. No significant commercial fishing is carried out in the area. The project is expected to provide a source of revenue to the sponsor country, Tonga, and to the ISA.
The onshore environmental and social impacts have not yet been assessed because the process plant has not been designed in detail, and the location and host country (and hence regulatory regime) not confirmed. The planned metallurgical process is not expected to generate solid waste products.
For more information on environmental studies, permitting and social or community impact, see Section 17 of the TOML and NORI IA.
Internal controls and data verification
Data collected by TOML in 2013 and 2015 supports the historical data but also is of sufficient quantity and quality to allow estimation of an indicated mineral resource for five sub areas within TOML Areas B, C, D and F. More detailed data collected by TOML has also allowed estimation of a measured mineral resource for a single sub area within TOML Area B. Chain of custody, sample security, Quality Assurance and Quality Control were documented in detail for the TOML data.
The database provided by the ISA contains multiple independent datasets that were independently collected and sampled using similar methods (FFG or BC sampling) but with slightly different equipment and were assayed by different laboratories. Because the database contains multiple datasets the datasets can be compared with each other for the purpose of validating the internal consistency of the data. Additionally, there are a number of published summaries of data that have not been provided to the ISA but show similar mean grades to the data within the TOML Exploration Area.
The sample data are supported by independent third-party data, have been reviewed by the ISA LTC during the process of granting licenses to the Pioneer Contractors, and are maintained by the independent ISA.
The database includes all data submitted to the ISA that were collected in the Reserved Areas of the CCZ. The data were collected by parties completely independent of TOML or the previous owner of TOML and retained exclusively in the custody of the ISA prior to their transfer. The data sets were also subject to third-party review by the ISA’s LTC, as part of the process of granting Pioneer Contractors Exploration Areas.
The original assay sheets from the laboratories for the individual nodule samples within the TOML Contract Area are not available. Neither are the quality control procedures used by the laboratories and the ISA. It is reasonable to infer that the historical data is of sufficient quality for an Inferred mineral resource estimate because:
● The ISA is an independent agency with significant accountability under the Law of the Sea. Part of its mandate is the receipt and storage of seafloor sampling data suitable for the estimation of nodule resources and the legally binding award of licenses. It is reasonable to assume that a reasonable level of care was applied by the ISA.
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● Comparison of the six independent data sets from the CCZ shows a high level of consistency in abundance and grade and, conversely, provides no evidence of bias or systematic error in the TOML data.
● Recent TOML nodule sampling confirms the existence, and abundance and grade continuity of the polymetallic nodules within the TOML Exploration Areas.
The qualified person considered that the combination of the TOML historical nodule sample data (physical samples and photo based long axis estimates) combined with detailed backscatter, photo profiling and geological interpretation is sufficient to estimate polymetallic nodule indicated mineral resources and, in one small especially data rich area, measured mineral resources.
The primary characteristic of the polymetallic nodule deposit that separates this deposit from typical terrestrial manganese, nickel and copper deposits is that the nodules themselves can be accurately mapped through photo-profiles and backscatter acoustic response. The bulk of the polymetallic nodules sit on top of the seabed allowing them to be photographed. However, in some areas such as TOML Area D some nodules are partially covered by sediment making it more difficult to detect the presence and abundance of the nodules. The most accurate method for determining nodule abundance is through physical sampling by box-core or free fall-grab sampling. However, these methods are costly and result in wide sample spacing. Due to the fact that nodules are visible, photography can be used in many areas to estimate nodule abundance directly. The two methods for doing this are estimating the nodule percent coverage (percent of exposed nodule surface area within the photo) and measuring each individual nodule long-axis and then using these measurements to calculate abundance using variants of the formula defined by Felix (1980). The LAE method is the most accurate and preferred method but comes at a cost in the time to manually process each photo — limiting the number of photos that can be used for estimating abundance. The benefit of using photographs is being able to demonstrate continuity between physical sample location and accurately quantify nodule abundance. TOML is developing an automated method of doing these measurements for future application.
The qualified person considered the abundance estimates derived from photographs to date from TOML Areas B and C, to be suitable for estimating nodule abundance for the mineral resource.
For more information about quality control/quality assurance and data verification, see Section 8 and Section 9 of the TOML and NORI IA.
Qualified Persons
See “ NORI Contract Area – Qualified Persons ” for information about the qualified persons under the SEC Mining Rules that contributed to the NORI Area A PFS and the TOML and NORI IA.