TMC the metals Co Inc. 10-Q

Item 1. Financial Statements TMC the metals company Inc. Condensed Consolidated Balance Sheets (in thousands of US Dollars, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As at ​ As at ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, ASSETS ​ ​ Note ​ ​ 2026 ​ ​ 2025 Current ​ ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 98,655 $ 117,633 Receivables and prepayments ​ ​ ​ 2,752 ​ 3,049 ​ ​ ​ ​ 101,407 ​ 120,682 Non-current ​ ​ ​ ​ ​ ​ Exploration assets ​ ​ 42,951 ​ 42,951 Equipment ​ ​ ​ ​ 441 ​ ​ 519 Software development costs ​ ​ ​ 2,267 ​ 2,125 Right-of-use asset ​ 6 ​ ​ 953 ​ ​ 1,907 Investments ​ 7 ​ ​ 32,842 ​ ​ 13,447 ​ ​ ​ ​ 79,454 ​ 60,949 ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL ASSETS ​ ​ ​ $ 180,861 $ 181,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities 11 ​ $ 52,096 $ 46,048 Warrant liability ​ 12 ​ ​ 527 ​ ​ 13,351 ​ ​ ​ ​ 52,623 ​ 59,399 Non-current ​ ​ ​ ​ ​ ​ Deferred tax liability ​ ​ 10,675 ​ 10,675 Royalty liability ​ 8 ​ ​ 145,000 ​ ​ 145,000 ​ ​ ​ ​ ​ 155,675 ​ ​ 155,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES ​ ​ ​ $ 208,298 $ 215,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY ​ ​ ​ ​ ​ ​ Common shares (unlimited shares, no par value – issued: 433,726,201 (December 31, 2025– 422,966,333 )) ​ ​ 707,361 ​ 681,343 Additional paid in capital ​ ​ ​ 298,406 ​ 237,696 Accumulated other comprehensive loss ​ ​ ​ ( 1,203 ) ​ ( 1,203 ) Deficit ​ ​ ​ ( 1,032,001 ) ​ ( 951,279 ) TOTAL EQUITY ​ ​ ​ ( 27,437 ) ​ ( 33,443 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES AND EQUITY ​ ​ ​ $ 180,861 $ 181,631 ​ Nature of Operations (Note 1) Contingent Liabilities (Note 17) Subsequent Events (Note 19) ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ 5 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Loss and Comprehensive Loss (in thousands of US Dollars, except share and per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ Note ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exploration and evaluation expenses 9 ​ $ 56,088 $ 10,496 $ 69,345 $ 20,011 General and administrative expenses ​ 10 ​ ​ 15,629 ​ 11,479 ​ 36,354 ​ 19,979 Operating loss ​ ​ ​ ​ 71,717 ​ 21,975 ​ 105,699 ​ 39,990 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charge on Allseas settlement ​ 6 ​ ​ 7,868 ​ ​ — ​ ​ 7,868 ​ ​ — Nauru warrant cost ​ ​ ​ ​ — ​ ​ 33,079 ​ ​ — ​ ​ 33,079 Equity-accounted investment loss (income) ​ 7 ​ ​ 1,525 ​ ​ ( 89 ) ​ ​ 4,523 ​ ​ ( 54 ) Gain on dilution of investment ​ 7 ​ ​ ( 18,469 ) ​ ​ — ​ ​ ( 23,071 ) ​ ​ — Change in fair value of warrant liability ​ 12 ​ ​ ( 2,162 ) ​ ​ 16,229 ​ ​ ( 12,824 ) ​ ​ 16,670 Foreign exchange loss (gain) ​ ​ ​ ( 146 ) ​ 2,461 ​ ( 836 ) ​ 3,556 Interest income ​ ​ ​ ​ ( 1,040 ) ​ ( 147 ) ​ ( 2,176 ) ​ ( 166 ) Fees and interest on borrowings and credit facilities ​ 16 ​ ​ 714 ​ 833 ​ 1,379 ​ 1,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss and comprehensive loss for the period, before tax ​ ​ ​ $ 60,007 $ 74,341 $ 80,562 $ 94,929 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense ​ ​ ​ ​ 116 ​ ​ — ​ ​ 160 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss for the period, after tax ​ ​ ​ $ 60,123 $ 74,341 $ 80,722 $ 94,929 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ - Basic and diluted ​ ​ $ 0.14 $ 0.20 $ 0.19 $ 0.27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding – basic and diluted ​ ​ ​ 433,243,064 ​ 366,626,500 ​ 429,656,793 ​ 356,045,231 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ 6 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Changes in Equity (in thousands of US Dollars, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Preferred ​ Special ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Three months ended June 30, 2026 ​ ​ ​ Shares ​ ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total April 1, 2026 ​ 433,188,187 ​ $ 705,287 ​ $ — ​ $ — ​ $ 240,446 ​ $ ( 1,203 ) ​ $ ( 971,878 ) ​ $ ( 27,348 ) Conversion of restricted share units, net of shares withheld for taxes (Note 13) ​ 512,823 ​ ​ 1,992 ​ ​ — ​ ​ — ​ ​ ( 1,992 ) ​ ​ — ​ ​ — ​ ​ — Share purchase under Employee Share Purchase Plan (Note 13) ​ 25,191 ​ ​ 82 ​ ​ — ​ ​ — ​ ​ ( 26 ) ​ ​ — ​ ​ — ​ ​ 56 Allseas obligation settled with equity (Note 6) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 43,176 ​ ​ — ​ ​ — ​ ​ 43,176 Share-based compensation and expenses settled with equity (Note 13) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 16,802 ​ ​ — ​ ​ — ​ ​ 16,802 Loss for the period ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ( 60,123 ) ​ ( 60,123 ) June 30, 2026 ​ 433,726,201 ​ $ 707,361 ​ $ — $ — ​ $ 298,406 $ ( 1,203 ) $ ( 1,032,001 ) $ ( 27,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Preferred ​ Special ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Three months ended June 30, 2025 ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total April 1, 2025 ​ 356,617,022 ​ $ 495,804 ​ $ — ​ $ — ​ $ 140,656 ​ $ ( 1,203 ) ​ $ ( 652,023 ) ​ $ ( 16,766 ) Issuance of shares and warrants to Korea Zinc, net of expenses ​ 19,623,376 ​ ​ 71,686 ​ ​ — ​ ​ — ​ ​ 13,432 ​ ​ — ​ ​ — ​ ​ 85,118 Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses ​ 9,000,000 ​ ​ 17,640 ​ ​ — ​ — ​ ​ 12,087 ​ — ​ — ​ 29,727 Shares issued from ATM ​ 4,567,770 ​ ​ 9,222 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,222 Exercise of Class A warrants ​ 250,000 ​ ​ 724 ​ ​ — ​ ​ — ​ ​ 3,053 ​ ​ — ​ ​ — ​ ​ 3,777 Exercise of Class B warrants ​ 4,833,096 ​ ​ 6,451 ​ ​ — ​ ​ — ​ ​ ( 3,801 ) ​ ​ — ​ ​ — ​ ​ 2,650 Conversion of restricted share units, net of shares withheld for taxes ​ 1,539,397 ​ ​ 3,254 ​ ​ — ​ ​ — ​ ​ ( 3,254 ) ​ ​ — ​ ​ — ​ ​ — Exercise of stock options ​ 712,124 ​ ​ 1,453 ​ ​ — ​ ​ — ​ ​ ( 991 ) ​ ​ — ​ ​ — ​ ​ 462 Share purchase under Employee Share Purchase Plan ​ 12,533 ​ ​ 12 ​ ​ — ​ ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ​ 10 Nauru Warrant Cost ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 33,079 ​ ​ — ​ ​ — ​ ​ 33,079 Share-based compensation and expenses settled with equity — ​ ​ — ​ ​ — ​ — ​ 8,922 ​ — ​ — ​ 8,922 Loss for the period — ​ ​ — ​ ​ — ​ — ​ — ​ — ​ ( 74,341 ) ​ ( 74,341 ) June 30, 2025 397,155,318 ​ $ 606,246 ​ $ — $ — $ 203,181 $ ( 1,203 ) $ ( 726,364 ) $ 81,860 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ 7 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Changes in Equity (in thousands of US Dollars, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Preferred ​ Special ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Six months ended June 30, 2026 ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total January 1, 2026 ​ 422,966,333 ​ $ 681,343 ​ $ — ​ $ — ​ $ 237,696 ​ $ ( 1,203 ) ​ $ ( 951,279 ) ​ $ ( 33,443 ) Conversion of restricted share units, net of shares withheld for taxes (Note 13) ​ 8,689,551 ​ ​ 15,688 ​ ​ — ​ ​ — ​ ​ ( 15,688 ) ​ ​ — ​ ​ — ​ ​ — Exercise of stock options (Note 13) ​ 2,045,126 ​ ​ 10,248 ​ ​ — ​ ​ — ​ ​ ( 7,529 ) ​ ​ — ​ ​ — ​ ​ 2,719 Share purchase under Employee Share Purchase Plan (Note 13) ​ 25,191 ​ ​ 82 ​ ​ — ​ ​ — ​ ​ ( 26 ) ​ ​ — ​ ​ — ​ ​ 56 Allseas obligation settled with equity (Note 6) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 43,176 ​ ​ — ​ ​ — ​ ​ 43,176 Share-based compensation and expenses settled with equity (Note 13) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 40,777 ​ ​ — ​ ​ — ​ ​ 40,777 Loss for the period — ​ — ​ — ​ ​ — ​ — ​ — ​ ( 80,722 ) ​ ( 80,722 ) June 30, 2026 433,726,201 $ 707,361 $ — ​ $ — $ 298,406 $ ( 1,203 ) $ ( 1,032,001 ) $ ( 27,437 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Preferred ​ Special ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Six months ended June 30, 2025 ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total January 1, 2025 ​ 340,708,460 ​ $ 477,217 ​ $ — ​ $ — ​ $ 138,303 ​ $ ( 1,203 ) ​ $ ( 631,435 ) ​ $ ( 17,118 ) Issuance of shares and warrants to Korea Zinc, net of expenses ​ 19,623,376 ​ ​ 71,686 ​ ​ — ​ ​ — ​ ​ 13,432 ​ ​ — ​ ​ — ​ ​ 85,118 Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses ​ 9,000,000 ​ ​ 17,640 ​ ​ — ​ ​ — ​ ​ 12,087 ​ ​ — ​ ​ — ​ ​ 29,727 Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses ​ 5,000,000 ​ ​ 2,237 ​ ​ — ​ ​ — ​ ​ 2,763 ​ ​ — ​ ​ — ​ ​ 5,000 Shares issued from ATM ​ 7,542,996 ​ ​ 14,784 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 14,784 Exercise of Class A warrants ​ 250,000 ​ ​ 724 ​ ​ — ​ ​ — ​ ​ 3,053 ​ ​ — ​ ​ — ​ ​ 3,777 Exercise of Class B warrants ​ 4,833,096 ​ ​ 6,451 ​ ​ — ​ ​ — ​ ​ ( 3,801 ) ​ ​ — ​ ​ — ​ ​ 2,650 Conversion of restricted share units, net of shares withheld for taxes ​ 9,472,733 ​ ​ 14,042 ​ ​ — ​ ​ — ​ ​ ( 14,042 ) ​ ​ — ​ ​ — ​ ​ — Exercise of stock options ​ 712,124 ​ ​ 1,453 ​ ​ — ​ ​ — ​ ​ ( 991 ) ​ ​ — ​ ​ — ​ ​ 462 Share purchase under Employee Share Purchase Plan ​ 12,533 ​ ​ 12 ​ ​ — ​ ​ — ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ​ 10 Nauru Warrant Cost ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 33,079 ​ ​ — ​ ​ — ​ ​ 33,079 Share-based compensation and expenses settled with equity ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 19,300 ​ ​ — ​ ​ — ​ ​ 19,300 Loss for the period — ​ — ​ — ​ ​ — ​ — ​ — ​ ( 94,929 ) ​ ( 94,929 ) June 30, 2025 397,155,318 $ 606,246 $ — ​ $ — $ 203,181 $ ( 1,203 ) $ ( 726,364 ) $ 81,860 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ 8 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Cash Flows (in thousands of US Dollars) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ Six months ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ June 30, ​ ​ ​ ​ Note ​ ​ ​ 2026 ​ ​ ​ 2025 Cash used in operating activities ​ ​ ​ ​ ​ ​ Loss for the period ​ ​ $ ( 80,722 ) $ ( 94,929 ) Items not affecting cash: ​ ​ ​ ​ ​ ​ Nauru warrant cost ​ ​ ​ ​ — ​ ​ 33,079 Amortization ​ ​ ​ ​ 78 ​ ​ 116 Accrued interest on credit facilities ​ ​ ​ ​ — ​ ​ 128 Lease expense ​ 6 ​ ​ 954 ​ ​ 954 Allseas obligation settled with equity ​ 6 ​ ​ 35,308 ​ ​ — Charge on Allseas settlement ​ 6 ​ ​ 7,868 ​ ​ — Share-based compensation and expenses settled with equity ​ 13 ​ ​ 40,777 ​ ​ 19,300 Equity-accounted investment (income) loss 7 ​ ​ 4,523 ​ ( 54 ) Gain on dilution of investment ​ 7 ​ ​ ( 23,071 ) ​ ​ — Change in fair value of warrants liability ​ 12 ​ ​ ( 12,824 ) ​ ​ 16,670 Unrealized foreign exchange movement ​ ​ ​ ​ ( 890 ) ​ ​ 4,687 Interest paid on amounts drawn from credit facilities and short-term debt ​ ​ ​ ​ — ​ ​ ( 693 ) Changes in working capital: ​ ​ ​ ​ ​ ​ Receivables and prepayments ​ ​ ​ 296 ​ 332 Accounts payable and accrued liabilities ​ ​ ​ 6,988 ​ 401 Net cash used in operating activities ​ ​ ​ ​ ( 20,715 ) ​ ( 20,009 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment in investee 7 ​ ​ ( 1,000 ) ​ — Acquisition of equipment and software ​ ​ ​ ( 68 ) ​ ( 120 ) Proceeds from investee distribution ​ 7 ​ ​ 152 ​ ​ 346 Net cash (used in) generated from investing activities ​ ​ ​ ​ ( 916 ) ​ 226 ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ Proceeds from Korea Zinc Private Placement ​ ​ ​ ​ — ​ ​ 85,165 Proceeds from Registered Direct Offerings ​ ​ ​ — ​ 35,010 Expenses paid for Registered Direct Offerings ​ ​ ​ ​ — ​ ​ ( 492 ) Proceeds from shares issued from ATM ​ ​ ​ — ​ 14,784 Proceeds from exercise of Class A warrants ​ ​ ​ ​ — ​ ​ 3,777 Proceeds from exercise of Class B warrants ​ ​ ​ ​ — ​ ​ 2,650 Repayment of drawn amount on credit facilities ​ ​ ​ ​ — ​ ​ ( 1,797 ) Repayment of Allseas Working Capital Loan ​ ​ ​ ​ — ​ ​ ( 7,500 ) Proceeds from exercise of stock options ​ 13 ​ ​ 2,719 ​ ​ 462 Proceeds from Employee Share Purchase Plan ​ 13 ​ ​ 56 ​ ​ 10 Net cash provided by financing activities ​ ​ ​ ​ 2,775 ​ ​ 132,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash ​ ​ $ ( 18,856 ) ​ 112,286 Impact of exchange rate changes on cash ​ ​ ​ ( 122 ) ​ ( 7 ) Cash - beginning of period ​ ​ ​ 117,633 ​ 3,480 Cash - end of period ​ ​ $ 98,655 ​ 115,759 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ ​ 9 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 1. Nature of Operations TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019. On September 9, 2021, the Company completed its business combination with DeepGreen Metals Inc. (“DeepGreen”), a Canadian-registered company founded in 2011, after which DeepGreen became a wholly - owned subsidiary and the combined company began operating as TMC the metals company Inc. and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. Effective January 1, 2026, the Company amalgamated with its wholly-owned subsidiary DeepGreen Metals ULC, continuing as one company under the name “TMC the metals company Inc.” The Company’s corporate office, registered address and records office is located at 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively. The Company is a deep seabed minerals developer focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with exploration contracts located approximately 1,500 miles (or 2,400 kilometers) southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) and rare earth elements (“REEs”) which will be transformed into nickel, cobalt and copper-bearing intermediate and individual high - purity refined metal products, as well as a manganese silicate product of approximately 40% manganese comparable to medium-grade manganese ore. Once in production, the Company will explore expanding into other product formats including silicomanganese alloy, battery-grade sulfates and precursor Cathode Active Materials (“pCAM”), as well as extracting REEs contained in nodules. On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”). The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 km 2 . The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers. The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules. On January 22, 2026, TMC USA formally submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in TMC USA-A under NOAA’s new consolidated application and review process. The consolidated application covers approximately 65,000 km 2 exploration and commercial recovery area in the CCZ, compared to a commercial recovery area of 25,160 km 2 in TMC USA’s initial commercial recovery permit application filed in April 2025. The application review process under DSHMRA involves three stages: (i) a determination that the application is in compliance with applicable requirements; (ii) a certification of the applicant and the proposed program, including an interagency consultation process; and (iii) an environmental review, including preparation of an Environmental Impact Statement (EIS) and a public comment period, following which NOAA will determine whether to issue the requested licenses and permit and, if so, the applicable terms and conditions. On May 28, 2026, NOAA certified TMC USA-B exploration license application and it is now in the environmental review stage. The consolidated application received substantial compliance on March 6, 2026 and full compliance on April 28, 2026, representing another step along the path of regulatory milestones. Two of the Company’s wholly-owned subsidiaries, Nauru Ocean Resources Inc. (“NORI”) and Tonga Offshore Mining Limited (“TOML”) continue to hold and comply with the terms of their exploration contracts granted by the International Seabed Authority (“ISA”). On July 20, 2026, the Council of the ISA approved a five-year extension of NORI’s exploration contract to July 21, 2031, and TOML has applied for a five-year extension of its contract, which is due to expire on January 11, 2027. The ISA has an ongoing inquiry into the possible non-compliance of NORI and TOML with their respective exploration contracts, which NORI and TOML dispute and which is the subject of proceedings before the Seabed Disputes Chamber of the International Tribunal for the Law of the Sea (Note 17). 10 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) The realization of the Company’s assets and attainment of profitable operations are dependent upon many factors including, among other things: financing being arranged by the Company to continue the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the processing technology for the treatment of polymetallic nodules at commercial scale, the continued establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control. 2. Basis of Presentation These unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited interim condensed consolidated financial statements pursuant to such rules and regulations. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2026 or for any other period. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2025. The Company has applied the same accounting policies as in the prior year. 3. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), as well as the valuation of private warrants (Note 12) and the valuation of the royalty liability (Note 8). Actual results could differ materially from those estimates. 4. Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with U.S. GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1  - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2  - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3  - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 11 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. There were no transfers between fair value measurement levels during the three and six months ended June 30, 2026, and 2025. As at June 30, 2026 and December 31, 2025, the carrying values of cash, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability and warrants which are recorded at fair value as disclosed in Note 8 and Note 12, respectively. 5. Recent Accounting Pronouncements Not Yet Effective In November 2024, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement: Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures , to improve disclosures about the nature of expenses within line items on the statements of operations. The amendments in ASU 2024-03 are effective for annual reporting periods after December 15, 2026, and subsequent interim periods; however, early adoption is permitted. The amendments in this update should be applied either: (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06 , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which removes references to software development project stages and clarifies the threshold for capitalization of internal-use software costs. The standard is effective for the Company for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) , which is intended to streamline the guidance in ASC 270, Interim Reporting , and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. 6. Strategic Alliance with Allseas and Affiliates On May 11, 2026, the Company and Allseas Deepsea Marine Contractors (“Allseas Deepsea”), a wholly owned subsidiary of Allseas Group S.A. (“Allseas”), entered into an agreement (“Agreement”) to complete the development and operate the commercial nodule collection system (“ Hidden Gem system”) in connection with the Company’s planned offshore polymetallic nodule operations. The Agreement supersedes the non-binding term sheet entered between NORI and Allseas on March 16, 2022. 12 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) As per the Agreement, 50 % of engineering costs, project management costs and vessel use services costs including lay-up costs incurred by Allseas prior to March 30, 2026 and 50 % of additional negotiated costs, are to be settled through the issuance of the Company’s common shares with the remaining 50 % to be settled through a production-based repayment mechanism (“Deferred Amounts”). The Company accounted for the share-settled portion as a forward contract with the number of shares determined using a share price equal to a 10 % discount to the 20 -trading-day volume-weighted average price (“VWAP”) ending on March 30, 2026, in accordance with the Agreement. Upon execution of the Agreement, the Company remeasured the share-settled obligation based on the contractual pricing mechanism, resulting in a $ 7.9 million charge representing the difference between the carrying amount of the obligation and the remeasured share-settled obligation, which was recorded as Charge on Allseas settlement in the Condensed Consolidated Statement of Loss and Comprehensive Loss. On July 2, 2026, the Company issued 7,305,567 common shares to Allseas Group S.A., at the direction of Allseas Deepsea Marine Contractors as the counterparty under the Agreement, in settlement of the equity-settled obligation. During the second quarter of 2026, the Company recognized the Deferred Amounts of $ 36.1 million as a liability, with the corresponding expense recorded within mining, technology and process development in exploration and evaluation expenses (Note 9). The Deferred Amounts are repayable regardless of whether commercial production commences and would become payable upon expiration or termination of the Agreement. Under the Agreement, Allseas Deepsea will provide engineering, project management, procurement, construction, vessel modification, system integration, testing, commissioning, mobilization and operational services related to the Hidden Gem system, production vessel and related collection and support systems prior to the commencement of commercial production (“Development Activities”). Allseas Deepsea will also provide operating, maintenance, marine transportation and related services following the commencement of commercial production. The Company is required to reimburse Allseas Deepsea for eligible costs incurred for Development Activities and according to approved work plans and budgets, with a portion of such costs payable as incurred and the remainder deferred and payable based on future commercial production volumes. The Agreement has an initial term ending five years following the commencement of commercial production. Thereafter, the parties will negotiate successive extension terms; if revised commercial terms have not been agreed by the expiration of the then current term, commercial production continues under the existing contractual terms until revised terms are agreed or the Agreement is otherwise terminated in accordance with its provisions. The commencement of commercial production is subject to, among other matters, receipt of a commercial recovery permit from NOAA, completion and acceptance of the commercial nodule collection system and approval of the applicable commercial production work plan and budget. During the second quarter of 2026, under the Agreement, Allseas Deepsea provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 4.7 million as part of the development of the commercial nodule collection system. These costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 9) (three months ended June 30, 2025: $ 0.9 million). Exclusive Vessel Use Agreement with Allseas On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas granted exclusive use of the vessel (“ Hidden Gem ”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions. 13 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) For the three and six months ended June 30, 2026, the Company has recognized $ 0.5 million and $ 1 million, respectively as lease expense recorded as exploration and evaluation expense (for the three and six months ended June 30, 2025: $ 0.5 million and $ 1 million respectively). ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use Asset Balance as at December 31, 2024 ​ $ 3,814 Lease expense during the year ​ ​ ( 1,907 ) Balance as at December 31, 2025 ​ $ 1,907 Lease expense during the period ​ ​ ( 954 ) Balance as at June 30, 2026 ​ $ 953 ​ 2023 Credit Facility and Loan Agreements with Company Related to Allseas On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. (“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company could borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions. On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the undrawn, unsecured credit facility was cancelled with the only remaining obligation being $ 2 million in underutilization fees, recorded as accrued liabilities in the Company’s Condensed Balance Sheet as at June 30, 2026. Other As at June 30, 2026, the total amount payable to Allseas and its affiliates was $ 83.7 million, with $ 40.5 million recorded in accrued liabilities and $ 43.2 million recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets (Note 11) which was settled with an issuance of common shares on July 2, 2026 (December 31, 2025: $ 34.2 million recorded as accrued liabilities). As at June 30, 2026, Allseas and its affiliates owned 56.1 million TMC common shares (2025: 56.1 million TMC common shares) which constituted 12.9 % (December 31, 2025: 13.3 %) of total common shares outstanding. Including the shares issued on July 2, 2026, Allseas and its affiliates own 63.4 million TMC common shares, constituting 14.4 % ownership of total common shares outstanding. ​ 7. Investments The table below summarizes the changes in the Company’s investments during the period: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Metals Royalty ​ ​ ​ 1554997 B.C. ​ ​ Company ​ Ltd. Investment as at December 31, 2024 ​ $ 8,203 ​ — Spin-out transaction ​ ​ ( 3,739 ) ​ 3,739 Return of capital ​ ​ ( 346 ) ​ ( 346 ) Dilution gain ​ ​ 5,649 ​ — Equity-accounted investment gain for the year ended 2025 ​ ​ 287 ​ — Investment as at December 31, 2025 ​ $ 10,054 ​ 3,393 Purchase of additional investment ​ ​ 1,000 ​ — Equity-accounted investment loss the period ​ ​ ( 4,276 ) ​ ( 248 ) Dilution gain ​ ​ 23,071 ​ — Return of capital ​ ​ — ​ ( 152 ) Investment as at June 30, 2026 ​ ​ 29,849 ​ 2,993 ​ 14 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Investment in The Metals Royalty Company On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with The Metals Royalty Company Inc. (“The Metals Royalty Company” or “TMCR”) formerly known as Low Carbon Royalties. In connection with the Royalty Agreement, NORI contributed a 2 % gross overriding royalty (the “NORI Royalty”) (Note 8) on the Company’s NORI project area in the CCZ to The Metals Royalty Company. As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of The Metals Royalty Company all of which would be issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons. The CVR has expired as The Metals Royalty Company Inc. began public trading on Nasdaq in the second quarter of 2026. On May 6, 2026, The Metals Royalty Company entered into a royalty purchase agreement to acquire a 1 % index-priced gross overriding production royalty, with a revenue floor, over an iron ore project located in Nashwauk, Minnesota, together with an option to acquire an additional 1 % royalty on substantially the same terms. The aggregate purchase price for each royalty acquisition is $ 132.5 million, comprising $ 125.0 million in cash and $ 7.5 million in common shares. The initial royalty acquisition closed on June 1, 2026, with the cash consideration funded through a combination of a private placement, borrowings under a senior secured credit facility and a portion of the previously paid transaction deposit. On May 29, 2026, The Metals Royalty Company exercised its option to acquire an additional 1.0 % royalty. As of June 30, 2026, the additional royalty acquisition had not yet closed. During the three and six months ended June 30, 2026, The Metals Royalty Company issued 6,983,616 common and 11,118,097 common shares in relation to a finance offering (the “Offering”), compensation expenses and royalty purchase. The Company participated in the Offering and acquired 76,923 shares of TMCR for $ 1 million. As the shares were issued by TMCR at a price higher than the carrying amount per share of the Company’s investment in TMCR, the Company recorded a dilution gain of $ 18.5 million in the second quarter of 2026 (dilution gain of $ 23.1 million for the six months ended June 30, 2026). As a result of the various share issuances by TMCR in the first half of 2026, the Company’s ownership interest in TMCR reduced from 27.2 % to 22.4 %. (December 31, 2025: 27.2 %). By virtue of its ownership interest, the Company has representation on the board of directors of TMCR, providing the Company with the ability to exercise significant influence over TMCR’s operating and financial activities. Accordingly, the Company’s investment in The Metals Royalty Company is accounted for under the equity method in accordance with ASC 323 ( Investments ). For the three and six months ended June 30, 2026, the Company’s share of the net loss generated by The Metals Royalty Company was $ 1.6 million and $ 4.3 million, respectively (for the three and six months ended June 30, 2025, the Company’s share of The Metals Royalty Company’s net loss was: $ 89 thousand and $ 54 thousand). As at June 30, 2026, The Metals Royalty Company had 872,250 stock options and 4,569,000 restricted share units outstanding, the settlement of which may significantly affect the Company’s ownership and its share of future reported earnings or losses. 15 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Financial results of The Metals Royalty Company as at and for the three and six months ended June 30, 2026, and 2025 are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As at June 30, ​ ​ ​ As at December 31, ​ ​ 2026 ​ 2025 Current assets ​ $ 12,899 $ 18,853 Non-current assets ​ 157,416 ​ 14,095 Current liabilities ​ 7,723 ​ 1,763 Long term debt ​ ​ 41,737 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ Six months ended ​ ​ June 30, ​ June 30, ​ 2026 ​ ​ ​ 2025 2026 2025 Operating expenses from continuing operations ​ $ 5,814 $ 72 $ 16,438 $ 187 Net loss from continuing operations ​ ​ 6,336 ​ 61 ​ 16,406 ​ 159 Net income from discontinued operations ​ ​ — ​ ( 338 ) ​ — ​ ( 326 ) ​ Investment in 1554997 B.C. Ltd ​ In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C. Ltd. in exchange for shares of 1554997 B.C. Ltd (“Spin-Out transaction”). The Company holds 27.2 % ownership interest (December 31, 2025: 27.2 %) and has representation on the board of directors of 1554997 B.C. Ltd., providing the Company with the ability to exercise significant influence over 1554997 B.C. Ltd.’s operating and financial activities. Accordingly, the investment is accounted under the equity method in accordance with ASC 323 ( Investments ). ​ The Company records its share of the investee’s results on a one-quarter reporting lag. Accordingly, for the three and six months ended June 30, 2026, the Company recognized its share of the Investee’s results for the three and six months ended March 31, 2026 (from December 18, 2025, to March 31, 2026). Based on the reporting lag, the Company recognized equity method income of $ 32 thousand for the three months ended June 30, 2026, and equity method losses of $ 248 thousand for the six months ended June 30, 2026. In the three and six months ended June 30, 2026, 1554997 B.C. Ltd declared and remitted a return of capital of $ 0.011 per share amounting to $ 0.2 million. ​ Investee Results (3-month Lag Basis) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As at ​ ​ ​ As at ​ ​ March 31, 2026 ​ December 31, 2025 Current assets ​ $ 687 ​ $ 380 Non-current assets ​ ​ 12,041 ​ ​ 12,173 Current liabilities ​ ​ 17 ​ ​ 44 Non-current liabilities ​ ​ 1,143 ​ ​ 1,057 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ Six months ended ​ ​ March 31, 2026 ​ March 31, 2026 Royalty income ​ $ 356 ​ $ 399 Operating income ​ 197 ​ 224 Net income (loss) ​ 117 ​ ( 910 ) ​ ​ ​ 16 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 8. Royalty Liability ​ The NORI Royalty (including Areas A to D) (Note 7) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt . The Company elected to account for the royalty liability at fair value through profit and loss. The fair value of Areas A to C was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. As at June 30, 2026, the Company compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $ 15 million, unchanged from March 31, 2026. The fair value of Area D was determined using an income approach following the Company’s completion and release of its PFS with respect to NORI Area D filed in August 2025 resulting with a fair value for Area D of $ 130 million as at June 30, 2026, unchanged from March 31, 2026. The discounted cash flow fair value reflects updated operational and economic assumptions, including the use of forward metal prices and a real discount rate, related to the NORI Area D project used in support of the PFS. ​ 9 . Exploration and Evaluation Expenses The detail of exploration and evaluation expenses is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Environmental studies ​ $ 470 ​ $ 1,826 ​ $ 740 ​ $ 3,096 Exploration labor (1) ​ ​ 2,963 ​ ​ 2,601 ​ ​ 5,810 ​ ​ 5,188 Share-based compensation (Note 13) ​ ​ 6,329 ​ ​ 3,325 ​ ​ 11,859 ​ ​ 5,253 Mining, technological and process development (2) ​ ​ 42,772 ​ ​ 1,553 ​ ​ 44,084 ​ ​ 4,503 Prefeasibility studies ​ ​ 2,535 ​ ​ 462 ​ ​ 4,413 ​ ​ 503 Sponsorship, training and stakeholder engagement ​ ​ 780 ​ ​ 606 ​ ​ 1,979 ​ ​ 1,239 Other ​ ​ 239 ​ ​ 123 ​ ​ 460 ​ ​ 229 ​ ​ $ 56,088 ​ $ 10,496 ​ $ 69,345 ​ $ 20,011 (1) Reflects underlying project-related work performed by the Company’s personnel. (2) Three months ended June 30, 2026, includes a charge payable to Allseas of $ 32.8 million to record the Deferred Costs incurred before March 30, 2026 and $ 4.4 million of additional negotiated costs as part of the Agreement signed May 11, 2026 (Note 6). ​ ​ 10. General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Professional and consulting fees (1) ​ $ 2,731 ​ $ 5,023 ​ $ 5,236 ​ $ 7,073 Investor relations ​ 659 ​ 467 ​ 1,041 ​ 687 Office and sundry ​ 653 ​ 522 ​ 1,070 ​ 987 Salaries and wages (2) ​ 1,688 ​ 1,443 ​ 3,451 ​ 2,806 Director fees ​ 182 ​ 196 ​ 363 ​ 400 Share-based compensation (Note 13) ​ 9,424 ​ 3,520 ​ 24,529 ​ 7,470 Transfer agent and filing fees ​ 124 ​ 107 ​ 249 ​ 213 Travel and other expenses ​ 168 ​ 201 ​ 415 ​ 343 ​ ​ $ 15,629 ​ $ 11,479 ​ $ 36,354 ​ $ 19,979 (1) During three and six months ended June 30, 2026, professional and consulting fees include $ 0.4 million and $ 0.6 million respectively, of expenses settled with RSUs (Three months and six months ended June 30, 2025: $ 0.2 million and $ 0.6 million, respectively) (Note 13). (2) Reflects underlying corporate-related activities performed by the Company’s personnel. ​ 17 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 11. Accounts Payable and Accrued Liabilities ​ Accounts payable and accrued liabilities outstanding at June 30, 2026, and December 31, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ ​ ​ December 31 ​ ​ 2026 ​ 2025 Accounts payable ​ $ 1,682 ​ $ 2,277 Accrued liabilities (1) (2) ​ 50,414 ​ 43,771 ​ ​ $ 52,096 ​ $ 46,048 (1) The accrued liabilities balance for both periods include $ 0.7 million of underutilization fees payable to the related parties under 2024 Credit facility (Note 16). (2) As at June 30, 2026, accrued liabilities totaled $ 50.4 million (December 31, 2025: $ 43.8 million), of which $ 40.5 million relates to Allseas (Note 6) (December 31, 2025: $ 34.2 million). 12 . Warrants Public Warrants As at June 30, 2026, 15,000,000 common share warrants issued by the Company as part of the units offered in its initial public offering (“Public Warrants”) were outstanding (December 31, 2025: 15,000,000 ). Public Warrants may only be exercised for a whole number of shares. The exercise price for the Public Warrants is $ 11.50 per common share. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. As at June 30, 2026, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital (December 31, 2025: $ 19.5 million). Private Warrants As at June 30, 2026, 9,500,000 Private Warrants were outstanding (December 31, 2025: 9,500,000 ). The exercise price for the Private Warrants is $ 11.50 per common share. The Private Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $ 18.00 over 20 trading days within any 30 -day period, and the historical volatility of the common share price. As at June 30, 2026, the fair value of outstanding Private Warrants of approximately $ 0.5 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability: ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrants Warrant liability as at December 31, 2025 ​ $ 13,351 Decrease in fair value of warrants liability ​ ( 12,824 ) Warrant liability as at June 30, 2026 ​ $ 527 ​ 18 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) As at June 30, 2026, the fair value of the Private Warrants was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Share price ​ $ 4.43 ​ $ 6.17 ​ Volatility ​ ​ 120.68 % 124.72 % Term ​ ​ 0.19 years 0.69 years Risk-free rate ​ ​ 3.74 % 3.49 % Dividend yield ​ ​ 0.0 % 0.0 % ​ Class A Warrants As at June 30, 2026, 4,317,500 Class A warrants issued as part of a registered direct offering in 2023 (“Class A Warrants”) were outstanding (December 31, 2025: 4,317,500 ). Each whole Class A Warrant entitles the holder to purchase one common share at an exercise price of $ 2.00 per share and will expire on December 31, 2027. During the three and six months ended June 30, 2026, there were no exercises of Class A Warrants. As at June 30, 2026, the value of outstanding Class A Warrants of $ 3.6 million was recorded in additional paid in capital (December 31, 2025: $ 3.6 million). Class B Warrants As at June 30, 2026, 15,000 Class B warrants were outstanding (December 31, 2025: 15,000 ). Each whole Class B Warrant entitles the holder to purchase one common share at an exercise price of $ 2.00 per share and will expire on November 19, 2029. During the three and six months ended June 30, 2026, there had been no exercises of Class B warrants. As at June 30, 2026, the value of outstanding Class B Warrants of $ 9 thousand was recorded in additional paid in capital (December 31, 2025: $ 9 thousand). Class C Warrants As at June 30, 2026, 10,003,333 Class C warrants were outstanding (December 31, 2025: 10,003,333 ). Each whole Class C Warrant entitles the holder to purchase one common share at an exercise price of $ 4.50 per share. The Class C warrants expire on May 12, 2028. During the three and six months ended June 30, there had been no exercises of Class C warrants. As at June 30, the value of outstanding Class C Warrants of $ 10.2 million was recorded in additional paid in capital (December 31, 2025: $ 10.2 million). Warrants issued to Korea Zinc As at June 30, 2026, 6,868,181 warrants issued to Korea Zinc were outstanding (December 31, 2025: 6,868,181 ). The exercise price for the warrants is $ 7.00 per common share and the warrants expire on June 25, 2028. During the three and six months ended June 30, 2026, there had been no exercises of the warrants issued to Korea Zinc and as at June 30, 2026, the value of outstanding warrants of $ 11.5 million was recorded in additional paid in capital (December 31, 2025: $ 11.5 million). Warrants issued to Republic of Naoero, formerly known as Republic of Nauru (“Naoero” or “Nauru”) As at June 30, 2026, 9,146,268 warrants issued to the Republic of Naoero (“Nauru Warrants”) were outstanding (December 31, 2025 – 9,146,268 ). The Nauru Warrants allow the purchase of common shares of the Company at an exercise price of $ 4.72 per share with an expiration date of May 30, 2030. The Nauru Warrants cannot be exercised through a cashless or net exercise. 19 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) The Nauru Warrants cannot be exercised until the following conditions have been met: ● A subsidiary of the Company other than NORI obtains a permit, license or other authorization from the United States for the conduct of deep seabed mineral activities; and ● The subsidiary other than NORI commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization. During the three and six months ended June 30, 2026, there has been no exercises of the Nauru Warrants. As at June 30, 2026, the value of outstanding Nauru Warrants of $ 33.1 million was recorded in additional paid in capital (December 31, 2025: $ 33.1 million). Warrants issued to the Kingdom of Tonga As at June 30, 2026, 1,000,000 warrants issued to the Kingdom of Tonga (“Tonga Warrants”) were outstanding (December 31, 2025 – 1,000,000 ). The Tonga Warrants allow the purchase of common shares of the Company at an exercise price of $ 5.87 per share, with an expiration date of August 4, 2033. The Tonga Warrants cannot be exercised through a cashless or net exercise. The Tonga Warrants cannot be exercised until the following conditions have been met: ● A subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities; and ● The subsidiary other than TOML commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization. During the three and six months ended June 30, 2026, there were no exercises of the Tonga Warrants. As at June 30, 2026, the value of outstanding Tonga Warrants of $ 5 million was recorded in additional paid in capital (December 31, 2025: $ 5 million). ​ ​ 13 . Share-Based Compensation The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at June 30, 2026, there were a total of 21,941,580 common shares reserved for issuance under the Incentive Plan. These amounts include 16,918,653 shares added to the Incentive Plan in January 2026 pursuant to the Incentive Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4 % of the number of outstanding common shares or an amount determined by the Company’s Board of Directors. Share-based awards consisting of RSUs and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan. Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”). 20 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Stock options A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ Short-Term ​ Long-Term ​ Number of ​ ​ Options ​ Options ​ Options ​ ​ Outstanding ​ Outstanding ​ Outstanding ​ ​ under 2018 ​ under 2018 ​ under ​ Plan ​ Plan ​ Incentive Plan Outstanding – December 31, 2024 ​ 14,300,575 9,644,874 3,940,000 Granted ​ — — 7,750,000 Expired/ forfeited ( 11,578 ) — ( 500,000 ) Exercised ( 4,051,304 ) ( 695,242 ) — Outstanding – December 31, 2025 10,237,693 ​ 8,949,632 ​ 11,190,000 Exercised ( 1,594,041 ) ( 284,418 ) ( 166,667 ) Outstanding – June 30, 2026 8,643,652 8,665,214 11,023,333 ​ During the three and six months ended June 30, 2026, the Company recognized $ 0.5 million and $ 0.9 million, respectively of share-based compensation expense for stock options (three and six months ended June 30, 2025, the Company recognized $ 0.7 million and $ 1.1 million, respectively, of share-based compensation expense for stock options). During the three and six months ended June 30, 2026, share-based compensation expense related to exploration and evaluation activities amounted to $ 25 thousand and $ 50 thousand respectively (three and six months ended June 30, 2025: $ 0.2 million). The amount of the share-based compensation expense recognized related to general and administrative matters for the three and six months ended June 30, 2026, was $ 0.4 million and $ 0.9 million, respectively (three and six months ended June 30, 2025: $ 0.5 million and $ 0.9 million, respectively). The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods. Restricted Share Units (“RSU”) The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date. A continuity schedule summarizing the RSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Number of RSUs ​ ​ Outstanding Outstanding – December 31, 2024 34,312,655 Granted 35,381,992 Forfeited ( 1,076,371 ) Exercised ( 20,296,128 ) Outstanding – December 31, 2025 ​ 48,322,148 Granted ​ 6,624,143 Forfeited ​ ( 19,842 ) Exercised ​ ( 8,689,551 ) Outstanding – June 30, 2026 46,236,898 ​ 21 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) The details of RSUs granted by the Company during the three- and six-month periods in 2026 and 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Three months ended ​ ​ ​ Six months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ June 30, ​ June 30, Vesting Period ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 Vesting immediately (1) ​ 159,941 ​ 462,042 ​ 703,861 ​ 3,081,627 Vesting fully within and on first anniversary of the grant date (2) 99,168 134,226 99,168 194,226 Vesting in thirds on each anniversary of the grant date (3) 5,821,114 — 5,821,114 8,818,935 Vesting in fourths on each anniversary of the grant date — — — 176,302 Vesting three years from grant date ​ — ​ 66,508 ​ — ​ 66,508 Vesting based on performance conditions ​ — ​ 364,785 ​ — ​ 688,969 Total Units Granted ​ 6,080,223 ​ 1,027,561 ​ 6,624,143 ​ 13,026,567 (1) Of the 159,941 RSUs granted during the three months ended June 30, 2026, 64,568 RSUs were granted to consultants and employees with an aggregate fair value of $ 0.4 million recorded in general and administrative expenses. The 159,941 RSUs granted during the three months ended June 30, 2026, also consist of 95,373 RSUs with an aggregate fair value of $ 0.6 million issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2025 until the end of March 2026. Of the 462,042 RSUs granted during the three months ended June 30, 2025, 310,530 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million recorded in general and administrative expenses. The 462,042 RSUs granted during the three months ended June 30, 2025, also consist of 91,512 RSUs with an aggregate fair value of $ 398,075 issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2024 until the end of March 2025. The remaining 60,000 grants were issued to employees. (2) During the three months ended June 30, 2026, an aggregate of 99,168 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2027 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.6 million. During the three months ended June 30, 2025, an aggregate of 134,226 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which vested at the Company’s 2026 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.6 million. In the first quarter of 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $ 0.1 million charged as general and administrative expenses. (3) The Company granted 5,750,193 RSUs, as payment for the 2025 LTIP awards ( 8,818,935 RSUs were granted as payment 2024 LTIP award during the first quarter of 2025). The Company also granted 70,921 RSUs as initial awards to employees in the second quarter of 2026. The grant date fair value of all RSUs granted during the three and six months ended June 30, 2026, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three and six months ended June 30, 2026, a total of $ 15.3 million and $ 35.4 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2025: $ 6.2 million and $ 11.6 million, respectively). For the three and six months ended June 30, 2026, a total of $ 6.4 million and $ 11.9 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025 - $ 3.2 million and $ 5.1 million, respectively). The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $ 8.9 million and $ 23.5 million, respectively (three and six months ended June 30, 2025 - $ 3 million and $ 6.5 million, respectively). As at June 30, 2026, the total unrecognized share-based compensation expense for RSUs was $ 83.2 million (December 31, 2025: $ 91.5 million). As at June 30, 2026, an aggregate of 3,400,229 vested RSUs were being processed and due to be converted into common shares (December 31, 2025: 81,198 units). 22 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Employee Stock Purchase Plan On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As at June 30, 2026, there were 18,221,054 common shares reserved for issuance under the ESPP. This included 4,229,663 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting from 2022 to 2031, common shares equal to the lesser of (i) 1 % of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP. During the three and six months ended June 30, 2026, a total of $ 17 thousand and $ 30 thousand, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense (three and six months ended June 30, 2025: $ 4 thousand), representing the share price purchase discount offered by the Company. For the three and six months ended June 30, 2026, a total of $ 9 thousand and $ 16 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025: $ 4 thousand). The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $ 8 thousand and $ 14 thousand, respectively (three and six months ended June 30, 2025: $ nil ). During the three and six months ended June 30, 2026, the Company issued 25,191 common shares (during the three and six months ended June 30, 2025: 12,533 common shares) to its employees as part of its ESPP program. 14 . Loss per Share Basic loss per share is computed by dividing the loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent these are dilutive. Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. Anti-dilutive equivalent common shares were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ Six months ended ​ ​ June 30, ​ June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Outstanding options to purchase common shares ​ 28,332,199 ​ 27,923,325 Outstanding RSUs ​ 46,236,898 ​ 37,072,442 Outstanding shares under ESPP ​ 4,399 ​ 1,627 Outstanding warrants ​ 55,850,282 ​ 60,113,552 Outstanding Special Shares and options to purchase Special Shares ​ 136,004,597 ​ 136,011,413 Total anti-dilutive common equivalent shares ​ 266,428,375 ​ 261,122,359 ​ ​ 23 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 15. Financial Instruments ​ The following table presents the Company’s financial instruments, including those measured at fair value on a recurring basis and their classification within the fair value hierarchy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ June 30, ​ ​ ​ December 31, Categories of Financial Instruments ​ Hierarchy ​ 2026 ​ 2025 Financial assets ​ ​ ​ ​ ​ ​ Amortized cost ​ ​ ​ ​ ​ ​ Cash — $ 98,655 $ 117,633 Commodity taxes and other receivables — ​ ​ 638 ​ ​ 664 ​ ​ ​ $ 99,293 $ 118,297 Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ Amortized cost ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities (Note 11) — $ 52,096 $ 46,048 Fair value through profit or loss ​ ​ ​ ​ ​ ​ ​ ​ Royalty liability (Note 8) Level 3 ​ ​ 145,000 ​ ​ 145,000 Warrant liability (Note 12) Level 3 ​ ​ 527 ​ ​ 13,351 ​ ​ ​ $ 197,623 $ 204,399 ​ ​ 16 . Related Party Transactions On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $ 20 million in the aggregate ($ 10 million from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180 -day average plus 4.0 % per annum payable in cash semi - annually (or plus 5 % if paid - in - kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The 2024 Credit Facility also contains customary events of default. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $ 25 million in the aggregate ($ 12.5 million from each of the 2024 Lenders). On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $ 38 million in the aggregate ($ 19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025 . As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5 % on any undrawn amounts under the 2024 Credit Facility. On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $ 44 million in the aggregate ($ 22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026 with the 2024 Lenders having an option to extend the maturity date by up to two additional one-year periods. As per the Third Amendment to the 2024 Credit Facility, the underutilization fees are to be paid quarterly in cash or shares at the 2024 Lenders election and the 2024 Lenders have an option to terminate the credit facility upon certain financing events. On March 25, 2026, the 2024 Lenders extended the maturity date of the 2024 Credit Facility by one year, expiring on June 30, 2027, subject to further extension to June 30, 2028 at the election of the 2024 Lenders. Under the terms of the 2024 Credit Facility, amounts repaid are not available for reborrowing and permanently reduce the borrowing capacity under the facility. During the third quarter of 2025, the Company repaid the entire outstanding balance of $ 2.4 million, reducing the borrowing limit from $ 22.0 million to $ 19.6 million. On March 26, 2026, the borrowing limit of the credit facility from ERAS Capital LLC was reset to $ 22 million. 24 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) During the three and six months ended June 30, 2026, the Company did not repay or draw from the 2024 Credit Facility (during the three and six months ended June 30, 2025, the Company repaid $ nil and $ 1.8 million respectively of the drawn amount and did not draw from the 2024 Credit Facility) and as at June 30, 2026, did no t have any outstanding drawn amounts. During the three and six months ended June 30, 2026, the Company incurred $ nil as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.3 million respectively, as underutilization fees (during the three and six months ended June 30, 2025, the Company incurred $ 0.1 million as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.2 million, respectively, as underutilization fees). The interest repaid during the three and six months ended June 30, 2026, was $ nil (during the three and six months ended June 30, 2025, the Company repaid interest amounting to $ 0.1 and $ 0.2 million respectively). For three and six months ended June 30, 2026, the Company repaid underutilization fees amounting to $ 0.7 million and $ 1.3 million, respectively (during the three and six months ended June 30, 2025, the Company repaid underutilization fees amounting to $ 0.9 million). During the three and six months ended June 30, 2026, the Company’s consulting fees amounting to $ 0.2 million and $ 0.5 million respectively, were provided by immediate family members of management, which are included in general and administrative expenses (during the three and six months ended June 30, 2025, consulting fees amounted to $ 0.1 million). As at June 30, 2026, consulting fees payable to immediate family members of management were $ 63 thousand (December 31, 2025: $ 57 thousand). Apart from the above-mentioned transactions, the Company had transactions with Allseas and The Metals Royalty Company which are detailed in Notes 6 and 7. 17 . Contingent Liabilities On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of the Company’s motion to dismiss the breach of the Subscription Agreement claim. The appeal was heard on November 8, 2024. The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase. Discovery closed following the plaintiffs’ filing of a note of issue on April 27, 2026. On June 26, 2026, the Company and the plaintiffs cross-moved for summary judgment, and that briefing is ongoing, with the parties’ opposition briefs due July 31, 2026 and reply briefs due August 25, 2026. There is no assurance that the Company will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated. On January 16, 2026, American Metal Inc. and American Metal Resources LLC filed a civil claim against TMC The Metals Company Inc. and The Metals Company USA LLC in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc. and American Metal Resources LLC v. TMC The Metals Company Inc. and The Metals Company USA LLC, No. S260335. The complaint alleged, among other things, breach of contract, breach of confidence and related claims arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to NOAA. On March 3, 2026, the Company filed a response denying the material allegations and asserting a counterclaim against Robert Heydon and the plaintiffs alleging, among other things, breach of contract, breach of confidence and breach of fiduciary duty in connection with the alleged misuse of the Company’s confidential information. In June 2026, without any admission of liability by any party, the Company entered into a settlement deed with American Metal Inc., American Metal Resources LLC, Robert Heydon and certain of his affiliated parties resolving this action, pursuant to which the parties agreed to the consent dismissal, without costs to any party, of the civil claim and our counterclaim, together with mutual releases of related claims. This matter is now concluded. 25 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) On May 18, 2026, NORI and TOML each issued a Notice of Dispute to the International Seabed Authority (the “ISA”) concerning the ISA’s inquiries into their possible non-compliance with their Exploration Contracts, dated July 22, 2011 and January 11, 2012, respectively. By Applications filed with the Registry on June 5, 2026, NORI and TOML each instituted proceedings, together with a request for provisional measures, before the Seabed Disputes Chamber (the “Chamber”) of the International Tribunal for the Law of the Sea (“ITLOS”), captioned Nauru Ocean Resources Inc. v. International Seabed Authority, Case No. 34, and Tonga Offshore Mining Ltd. v. International Seabed Authority, Case No. 35. The Applications allege that the ISA failed to afford due process, transparency and fairness in its Council-mandated inquiries and, in NORI’s case, in the ISA’s separate consideration of NORI’s application to extend its Exploration Contract. Following a hearing on July 2–3, 2026, the Chamber issued parallel orders on July 18, 2026 prescribing provisional measures requiring the ISA to act in accordance with the relevant legal framework, including rules of due process, in the pending inquiries (and, for NORI, in the Exploration Contract extension procedure), to provide NORI and TOML the information they need to respond meaningfully, and to cooperate with NORI and TOML and refrain from aggravating the dispute. The Chamber did not order the suspension of the inquiries that NORI and TOML had requested, and each party bears its own costs of that phase. NORI, TOML and the ISA are each required to submit an initial compliance report to the Chamber by August 31, 2026. The orders do not prejudge the Chamber’s jurisdiction over the merits, which remain to be briefed and heard. The ISA requested an extension of the deadline to file its defense on the merits until March 30, 2027, which was granted by the Chamber. The relief sought by NORI and TOML is declaratory and injunctive rather than monetary, and no damages have been claimed or awarded in either proceeding. On July 20, 2026, the Council of the ISA approved a five-year extension of NORI’s Exploration Contract, effective July 22, 2026 and expiring July 21, 2031, without prejudice to any findings or recommendations arising from the inquiry. On July 10, 2026, TOML applied to the ISA for a five-year extension of its Exploration Contract, which is due to expire on January 11, 2027. The application is scheduled to be considered in February and March 2027, and TOML expects its Exploration Contract to continue in force in the interim under the ISA’s extension procedures. Neither NORI nor TOML had received the information contemplated by the orders as of the date of this Quarterly Report on Form 10-Q. No amounts have been recognized in these unaudited condensed consolidated interim financial statements in respect of these proceedings, and related legal costs are expensed as incurred. ​ 18. Segmented Information The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and reviews financial information on a consolidated basis to allocate resources and assess performance. Accordingly, the Company operates as a single operating and reportable segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules. Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, Equipment ​ 2026 ​ 2025 Naoero ​ $ 441 ​ $ 519 Total ​ $ 441 ​ $ 519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ December 31, Software ​ 2026 ​ 2025 Singapore ​ 2,267 ​ 2,125 Total ​ $ 2,267 ​ $ 2,125 ​ ​ 19. Subsequent Events On July 2, 2026, the Company issued 7,305,567 common shares to Allseas Group S.A. in settlement of the equity-settled portion of the amounts owing under the Agreement, as described in Note 6. In July 2026, the Seabed Disputes Chamber prescribed provisional measures in the proceedings brought by NORI and TOML against the ISA, the Council of the ISA approved a five-year extension of NORI’s exploration contract and TOML applied for a five-year extension of its own. These matters are described in Note 17. ​ ​ 26 ​ Table of Contents