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Item 1. Business

2025-03-27 compared with 2024-03-25 · 295 added, 295 removed, 477 unchanged (55% of the section changed)

We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), about 1,300 nautical miles (1,500 miles or 2,400 kilometers) south-west of San Diego, California.

We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), approximately 1,500 miles (or 2,400 kilometers) south-west of San Diego, California.

The CCZ is a geological submarine fracture zone of abyssal plains and other formations in the Eastern Pacific Ocean, with a length of around 7,240 kilometers (4,500 miles) that spans approximately 4,500,000 square kilometers (1,737,000 square miles).

Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, manganese, cobalt and copper in a single rock.

These four metals contained in the polymetallic nodules are critical for the transition to low carbon energy.

Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped source of critical battery metals.

Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, copper, cobalt and manganese in a single rock.

We believe these four metals contained in the polymetallic nodules are critical for energy infrastructure and industrial manufacturing.

Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped resource of these critical metals.

If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products:

(i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production.

(i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production.

Our mission is to build a carefully managed, shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come.

Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea (“UNCLOS”).

Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rising demand.

The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state.

The ISA requires that a contractor obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and that such nation maintains effective supervision and regulatory control over such sponsored contractor.

The ISA requires that a contractor obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and such nation must maintain effective supervision and regulatory control over such sponsored contractor.

The ISA has issued a total of 19 polymetallic nodule exploration contracts covering approximately 1.28 million square kilometers, or 0.4% of the global seafloor, 17 of which are in the CCZ.

We hold exclusive exploration and commercial rights to three of the 17 polymetallic nodule contract areas in the CCZ through our subsidiaries Nauru Ocean Resources Inc.

(“NORI”) and Tonga Offshore Mining Limited (“TOML”), sponsored by the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively, and exclusive commercial rights through our wholly-owned subsidiary, DeepGreen Engineering Pte.

Ltd.’s (“DGE”), arrangement with Marawa Research and Exploration Limited (“Marawa”), a company owned and sponsored by the Republic of Kiribati (“Kiribati”).

We hold exclusive exploration and commercial rights to two of the 17 polymetallic nodule contract areas in the CCZ through our subsidiaries Nauru Ocean Resources Inc.

(“NORI”) and Tonga Offshore Mining Limited (“TOML”), sponsored by the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively.

We are also in the initial stages of considering the possibility of a U.S.-based regulatory pathway with the U.S.

National Oceanic and Atmospheric Administration (“NOAA”) and the U.S.

Department of Commerce under the U.S.

Deep Seabed Hard Mineral Resources Act (“DSHMRA”) for the commercial production of deep-sea polymetallic nodules in the CCZ.

We are still in the exploration phase and have not yet obtained any exploitation contracts from the ISA to commence commercial-scale polymetallic nodule collection in the CCZ.

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These nodules contain significant amounts of metals, and their unique characteristic compared to terrestrial deposits is the presence of the four critical metals, nickel, copper, cobalt and manganese, in one deposit.

TMC inaugural Impact Report 2021, filed May 2022

Additionally, polymetallic nodules in the CCZ possess the following characteristics:

Polymetallic nodules in the CCZ possess the following characteristics:

Characteristic

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Potential to productize almost 100% of nodule mass and design a metallurgical flowsheet that generates no tailings and leaves almost no solid waste streams behind

The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing critical metals as compared to land ores.

The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing the critical metals contained in nodules as compared to land ores.

In order to extract nickel, copper, cobalt and manganese from land ores, at least three different types of ores would need to be excavated.

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Furthermore, metal production from land ores can release several toxic streams into the surrounding environment which can negatively impact the health of local communities and ecosystems.

We believe using nodules to produce critical metals can help reduce several of these impacts associated with mining land ores.

We believe using nodules to produce the critical metals contained therein can help reduce several of these impacts associated with mining land ores.

If our nodules are to be processed and refined in the United States (“U.S.”), we can also compress the current supply chain that some materials need to travel before reaching the U.S.

of 50,000 miles down to 1,500 miles, while reducing dependency on China which dominates refining for battery metals such as nickel, cobalt and manganese.

from 50,000 miles down to 1,500 miles, while reducing dependency on China which dominates refining for critical metals such as nickel, cobalt and manganese.

Market Opportunity

A 2021 study by the International Energy Agency shows that the production of energy transition minerals could increase by 600% by 2040 to meet the growing demand for low-carbon energy technologies required to keep global warming at 1.5°C.

Given the wide range of environmental and social impacts associated with conventional land-based mining, we believe it is important to ensure that these large amounts of critical metals are sourced with the lowest environmental, social, and economic impacts possible.

As the global supply of high-grade ore remains limited and metal demand increases, we can expect a larger environmental and social footprint, potential supply shortages and volatility in metal prices should land-based ores remain the only viable source of critical metals.

Industries which represent an end-use segment that may require all four critical metals contained in nodules (e.g.

EVs) are of particular interest to us and represent potential market opportunities.

Nodules contain metals that can be employed as:

(i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates) for EV and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production.

See Section – Competitive Strengths .

While end-uses driven by the energy transition represent a small fraction of the total use of the four metals contained in polymetallic nodules today, we believe that the relative use of these four metals by EV’s and other energy transition is set to increase significantly over the next decades.

The below charts published by the International Energy Agency show increasing global demand by end-use application for nickel, cobalt, copper and manganese, under the scenario that net zero emissions is achieved by 2050.

Three of the four minerals contained in polymetallic nodules (nickel, copper and cobalt) are classified as critical in the world’s leading economies, meaning they are both essential to the country’s welfare and face considerable supply chain vulnerabilities.

We also believe that manganese is critical for energy infrastructure and industrial manufacturing.

Mining and, to a greater extent, processing of these metals are concentrated in or controlled by China.

China is the largest producer of refined manganese, cobalt, and copper;

while China is the second largest producer of refined nickel, it has substantial control of nickel processing in Indonesia, today’s leading global nickel supplier.

An array of policies and agreements have been initiated in 2025 by the U.S.

Government to combat critical mineral concentration including an executive order establishing a national energy emergency inclusive of mineral development and processing, plans to expedite mining and processing permitting, a variety of critical mineral agreements abroad, plans to locate metal refining on military bases, and an increase on tariffs for imported Chinese goods.

Given the wide range of environmental and social impacts associated with conventional land-based mining, we believe it is important to ensure that these large amounts of critical metals contained in nodules are sourced with the lowest environmental, social, and economic impacts possible.

As the global supply of high-grade ore remains limited and metal demand increases, we can expect a larger environmental and social footprint, potential supply shortages and volatility in metal prices should land ores remain the only viable source of the critical metals contained in nodules.

Industries which represent end-use segments that require the critical metals contained in nodules are of particular interest to us and represent potential market opportunities.

Nodules contain metals that can be employed for:

(i) infrastructure (nickel, cobalt and manganese alloys for steel, jet engines and turbines), copper cables and wiring for power generation and transmission, and electronics), (ii) energy storage (battery cathode precursors in the form of nickel, manganese and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) and copper cathode for wiring) and (iii) chemicals (cobalt and manganese catalysts for fuel refining, manganese sulfate for fertilizer).

We believe the transition to more diversified supply chains for the critical metals contained in nodules, continued urbanization of developing economies and continued growth of energy systems and EVs will test the limits of the current

supply of certain metals.

See the section entitled “Our Competitive Advantages”.

Manganese is used in nearly every steel manufactured process - there were 1.9 billion tonnes of steel manufactured in 2024.

Both manganese and nickel are used in the manufacturing of stainless steel and high-performance specialty steels essential for maritime, aerospace and chemical uses.

Steel demand is projected to rise 30% by 2050.

Besides China, most regions particularly India, Africa and South-East Asia, will see an increase in demand.

While end-uses driven by the energy transition represent a small fraction of the total use of the four metals contained in polymetallic nodules today, we believe that the relative use of these four metals by EVs and other energy transition systems is set to increase significantly over the next decades.

Top end use segments

Stainless steel (64%), batteries (16%), aerospace & superalloys (8%), electroplating (6%), other (6%)

Construction (27%), utilities (17%), machinery (15%), consumer goods (12%), transport (11%), air conditioning and refrigeration (8%), other (10%).

EV batteries (45%), portable device batteries (26%), superalloys (9%), hard metals (4%), catalysts (3%), pigments & ceramics (3%), other (10%)

Stainless steel (96%), batteries (3%), agricultural products (1%)

The below charts published by the International Energy Agency show increasing global demand by end-use application for nickel, copper, cobalt and manganese, under the scenario that net zero emissions is achieved by 2050.

The International Energy Agency provides global demand projections for 37 critical minerals needed for clean energy transitions across various target and technology scenarios.

IEA Critical Minerals Market Review 2023

Battery Metals and EV Market Opportunity Global

We believe the world is at the very beginning of a multi-decade electrification of road transportation.

According to Bloomberg New Energy Finance (BNEF), at the end of 2023, the global fleet of four-wheeled vehicles including cars, vans, trucks, and buses numbered 1.57 billion (up 2.1% from 2022) and only 41 million passenger cars, or less than 3%, were electric.

However, the new sales of internal combustion cars have decreased since 2017 as sales of battery electric and plug-in hybrids vehicles have increased and accounted for over 15% of global passenger vehicle sales in 2023.

By 2030, automakers have collectively committed to sell 47 million EVs a year, a commitment that represents more than tripling of current sales levels.

The electrification of global road transportation is underpinned by the rapid expansion of the battery manufacturing capacity, which started accelerating since 2020 and is expected to reach 8TWh by 2040.

A 2024 study by the International Energy Agency shows that the production of energy transition minerals could increase by 300% by 2040 to meet the growing demand for low-carbon energy technologies required to keep global warming at 1.5°C with deficits in mined supply emerging for nickel, copper and cobalt before 2030.

Total demand outlook and mining requirements for Announced Pledges Scenario (APS) and Net Zero Emissions (NZE) by 2050:

IEA Critical Minerals Outlook 2024 - IEA analysis based on 2024 U.S.

Geological Survey commodity summary

Critical Metals and Global EV Market

Battery chemistries that require metals contained in CCZ polymetallic nodules, nickel, cobalt and manganese, deliver high energy densities and are typically deployed in vehicles requiring long range (e.g., luxury and upmarket passenger cars) and power (trucks).

In 2024, these battery chemistries accounted for 44% of overall battery manufacturing, which represented only a small portion of the overall use of nickel (~15% of nickel demand) and manganese (<1% of manganese demand).

In addition, the use of batteries with different chemistries has changed over time, and we expect demand for the four metals found in polymetallic nodules to increase as the demand for batteries with certain chemistries increases.

We believe there will be continued growth in EV demand, with many countries committing to phasing out cars that burn fossil fuels and many original equipment manufacturers (“OEMs”) devoting significant resources to the electrification of their vehicle offerings.

In 2023, the number of signatories to the Zero Emission Vehicle declaration announced at the UN Climate Change Conference (COP28) increased to 228;

the declaration is aimed at accelerating the transition to zero emission vehicles with a goal to reach 100% new EV car and van sales by 2040, and by 2035 in leading markets.

In the U.S., 23 states, plus the District of Columbia and Puerto Rico, have set 100% decarbonized energy goals by 2050 or sooner, with the Biden administration seeking to make half of all new vehicles sold in the U.S.

zero-emissions vehicles by 2030.

We believe the transition to low carbon energy and EVs will test the limits of the current supply of certain metals, as EVs require several times more of these metals (such as nickel, cobalt and copper) than cars with internal combustion engines.

Following price surges in 2022 in anticipation of a period of increased demand, an oversupply of nickel largely produced in

Indonesia has driven down prices of the metals.

These surpluses, however, could be temporary and we believe potential shortages in nickel and cobalt supply could return in the 2027/2028 timeframe, subject to developments in Indonesia and responses by the U.S.

In addition, while 2024 saw an uptick in iron-based cathodes (LFP) used in entry-level EVs, production and use of LFP for EVs are concentrated in China.

With continued production by Korean, Japanese and European lithium-ion battery producers, nickel-based cathodes are forecasted to retain approximately 50% of overall market share in addition to capturing 85% of cell production capacity outside of China by 2030, with production increasingly pivoting towards high-nickel content longer term.

We believe softer-than-expected demand and supply-side expansions have negatively impacted nickel prices, with current prices at their lowest level since 2020, battery nickel demand grew 27% year-on-year in 2024.

Projected share of 2030 cathode pipeline

2023 cathode product mix – major ex.

China suppliers

Benchmark Mineral Intelligence Cobalt Market Report for Cobalt Institute at Cobalt Congress, New York City.

In addition, we believe an oversupply of nickel largely produced in Indonesia, slowed production of EVs and resulting inventory of EV batteries/cathodes drove down prices of nickel and cobalt in 2024.

According to several analysts, these surpluses, however, could be temporary and we believe potential shortages in nickel and cobalt supply could return in the 2027/2028 timeframe, subject to developments in Indonesia and responses by the U.S.

and the European Union where regulators could impose measures to differentiate between sources of metal based on the environmental and social impacts of these sources

Since prices of these metals have declined, investments by Western countries have declined and some of these interests have stopped mining/production of these metals altogether.

It should be noted that current metal prices as of the date of this report are similar to projections used in the initial assessment from March 2021 for the NORI Area D project.

Battery Metals and EV Market Opportunity in the U.S.

Although the total fleet of four-wheeled vehicles in the U.S.

(267 million or 17% of global) is roughly comparable in size to that of China (361 million or 23% of global), the U.S.

EV fleet is three times smaller in relative terms than that of China (5.1 million EVs or 2% of national fleet vs.

22 million EVs in China or 6% of national fleet).

Benchmark Mineral Forecast presented at Benchmark Week 2023 on November 15 in Los Angeles

Based on 2023 data, the U.S.

is the second largest consumer of battery nickel based on EV end-use.

We expect this use to grow significantly in the coming years.

In August 2021, the U.S.

government announced a target of 50% EV sales by 2030 and in August of 2022, the U.S.

Congress enacted the Inflation Reduction Act of 2022 (“IRA”) which included incentivizing EV adoption and domestic production of clean vehicle

critical mineral and battery components.

These announcements resulted in industry commitments to build battery cell manufacturing gigafactories, which would represent approximately 1.3TWh of aggregate capacity across North America, according to Benchmark Minerals Intelligence (“Benchmark”).

While the IRA has helped attract over US$100 billion in EV value chain investments, less than 1.3% of the total is being invested in the sourcing of raw materials.

In June 2021, the Biden administration’s 100-Day Review of Critical Minerals Supply Chains estimated that fully electrifying U.S.

car sales would require 1,273ktpa of Class 1 nickel, 160ktpa of cobalt and 148ktpa of manganese, compared with existing U.S.

primary production of 18ktpa of nickel, 0.6ktpa of cobalt, and zero primary production of manganese.

Across our NORI and TOML contract areas, we have estimated resources of 15.9Mt of nickel, 2.2Mt of cobalt and 355Mt of manganese plus 13.3Mt of copper, with the potential to take the U.S.

from zero or de minimis production of those metals, which comprise the metals used in the most prominent battery cathode (NMC) in 2023 to near self-sufficiency or potentially a net export position in each.

In September 2023, nine U.S.

House of Representatives members wrote to the Secretary of Defense, Lloyd Austin, noting that the United States has “an opportunity to evaluate domestic processing and refining of seafloor resources from contracts held by allied parties in international waters,” and urging the Department of Defense to “assess polymetallic nodules as a viable resource to secure critical minerals and close national security vulnerabilities.” In December 2023, 31 U.S.

House of Representatives members wrote to the Secretary of Defense, Lloyd Austin, emphasizing “the importance of evaluating and planning for seabed mining as a new vector of competition with China for resource superiority and security.” Additional letters from five members of the Texas House delegation as well as Senator Cornyn were written to the Department of Defense in support of our U.S.

subsidiary DeepGreen Resources’ application to the Defense Production Act Title III program for support with a site-specific feasibility study for its planned full-scale processing plant.

Also in December of 2023, the U.S.

National Defense Authorization Act (NDAA) was signed into law for fiscal year 2024 including a provision on ‘Critical and Strategic Minerals and Materials Sourcing from Seafloor Resources.’ In this provision, the House Armed Services Committee (HASC) directed the Assistant Secretary of Defense for Industrial Base Policy to, by March 2024, submit a report to the HASC assessing the processing of seabed resources of polymetallic nodules domestically.

Although not yet submitted, the report shall include, at a minimum, the following:

(1) a review of current resources and controlling parties in securing seabed resources of polymetallic nodules;

(2) an assessment of current domestic deep-sea mining and material processing capabilities;

and (3) a roadmap recommending how the U.S.

can have the ability to source and/or process critical minerals in innovative arenas, such as deep-sea mining, to decrease reliance on sources from foreign adversaries and bolster domestic competencies.

We believe the continued focus by the U.S.

government may increase our opportunities to develop operations in the U.S.

Environmental Market Opportunity

All nickel, cobalt, copper and manganese going into EVs today are produced from land-based ores or recycled metal stock.

While the Trump Administration has rescinded EV mandates and suspended EV-related incentives under the Inflation Reduction Act of 2022 (the “IRA”), 92% of the $110 billion in EV value chain investments has been deployed in Republican states and the continuation of technical and supply chain leadership for batteries is recognized as central to broader energy independence.

Increased Interest in Nodules from the United States

Congress made several signals supporting the collection and processing of polymetallic nodules in 2024.

In March 2024, members of the House of Representatives introduced H.R.

7636, the Responsible Use of Seafloor Resources Act of 2024 which calls for political and financial support for domestic nodule collection and processing capacity, now with seven bill sponsors.

The legislation was endorsed by the National Ocean Industries Association, the Breakthrough Institute, the Critical Ocean Minerals Research Center and industry players.

In December 2024, the U.S.

Congress passed the 2025 National Defense Authorization Act (NDAA) which directs the Secretary of Defense, in coordination with the Assistant Secretary of Defense for Industrial Base Policy, to complete a “Feasibility study of domestic refining of deep-sea critical mineral intermediates” within calendar year 2025.

subsidiary’s application to the Defense Production Act Title III program for support with a site-specific feasibility study for its planned nodule-intermediate refinery remains active with the Department of Defense.

The report from the Assistant Secretary of Defense for Industrial Base Policy to the House Armed Services Committee (the “HASC”) prescribed in the fiscal year 2024 NDAA “Critical and Strategic Minerals and Materials Sourcing from Seafloor Resources” has yet to be made publicly available.

Environmental Opportunity

All nickel, copper, cobalt and manganese today are produced from land ores or recycled metal stock.

Existing metal stocks available for recycling are insufficient to meet current demand.

Even with high end-of-life product recycling rates, most of the new demand over the coming decades will have to be met by new mining.

We believe the land mining sector is fundamentally challenged:

ore grades are falling, production is moving to some of the more biodiverse and conflict-laden regions in the world (such as the Democratic Republic of the Congo, Indonesia, Philippines and South Africa), accessing ore bodies often requires a complete removal of ecosystems situated on and above such orebodies, and removing, breaking or tunneling through significant tonnage of waste rock.

We believe the land-based mining sector is fundamentally challenged:

ore grades are falling, production is moving to some of the more biodiverse and conflict-prone regions in the world, accessing ore bodies often requires a complete removal of ecosystems situated on and above such orebodies, and removing, breaking or tunneling through significant tonnage of waste rock.

Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored, and maintained indefinitely;

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As a result of a vigorous campaign by several non-governmental organizations, some participants in the EV supply chain have called for a general moratorium on all forms of deep seabed mining until there is more knowledge about marine impacts of nodule collection operations.

While our Environmental & Social Impact Assessment (ESIA) for offshore nodule collection segment of the NORI Area D Nodule Project is still ongoing, based on already completed research into lifecycle impacts of battery metal production specifically from deep-sea polymetallic nodules, we identified how nodules can potentially provide an opportunity to significantly compress most lifecycle environmental, social and governance (ESG) impacts associated with conventional metal production from land-based ores.

While our Environmental and Social Impact Assessment (“ESIA”) and Cultural Heritage Impact Assessment (“CHIA”) for offshore nodule collection segment of the NORI Area D project is still ongoing, based on already completed research into lifecycle impacts of critical metal production specifically from deep-sea polymetallic nodules, we identified how nodules can potentially provide an opportunity to significantly compress most lifecycle ESG impacts associated with conventional metal production from land ores.

To quantify environmental footprints of metal production from nodules as compared to conventional land ores, we commissioned several lifecycle assessments (“LCAs”) looking at the cradle-to-gate impacts of producing nickel, copper, cobalt and manganese products from polymetallic nodules and how it compares to land-based routes.

An LCA white paper examining a comprehensive set of impacts was commissioned by us and co-authored by certain of our executive officers in 2018 and reviewed by subject matter specialists and published on our website in April 2020;

an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020, an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on our NORI Area D project was conducted by Benchmark and released in March 2023.

an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020;

an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on our NORI Area D project was conducted by Benchmark Minerals Intelligence (“Benchmark”) and released in March 2023.

Based on these LCA assessments that we commissioned, we believe that we are positioned to become one of the lowest ESG footprint metal companies in the industry.

The March 2023 LCA by Benchmark shows that the NORI Area D project model performed better in each impact category analyzed than all the land-based processing routes chosen for comparison, except for the global warming potential (“GWP”) and water consumption of producing cobalt sulfate, in which one land-based route performed better.

While most of these reductions are attributable to the unique characteristics of the polymetallic nodule resource as described above, the elimination of solid processing waste streams onshore is due to our investment in a near-zero-waste flowsheet design and part of the low carbon emissions are due to our commitment to locate onshore processing facilities in places with access to low carbon power.

While most of these reductions are attributable to the unique characteristics of the polymetallic nodule resource as described above, the elimination of solid processing waste streams onshore is due to our investment in a near-zero-waste flowsheet design and part of the low carbon emissions are due to our strong preference to locate onshore processing facilities in places with access to low-carbon power.

Benchmark modeled the land-based processing routes with background ecoinvent data and foreground data from two expert chemical engineers in the nickel and cobalt industry.

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The NORI Technical Report Summary is filed as Exhibit 96.1 to this Annual Report.

As part of the ESIA conducted by NORI in partnership with world leading deep-sea research institutions and contractors, we are currently assessing the impacts of the NORI Area D Project on marine biodiversity and ecosystem function.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about the 2021 economic analysis of NORI Area D.

The CCZ abyssal plains are one of the most common and least populated habitats on the planet, akin to deserts on land.

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Unlike biodiversity, biomass, measured as carbon contained in live organisms per m 2 of habitat, is easier to measure and compare.

Based on available data we have reviewed, we believe that the CCZ is one of lowest biomass places on the planet.

Metal production from nodules will reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores.

Based on available data we have reviewed, we believe that the CCZ is one of lowest biomass locations on the planet.

Metal production from nodules could reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores.

In contrast, land-based mining for nickel and cobalt occurs in diverse countries as identified by Benchmark in a study commissioned by us and published in November 2023.

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Due to the resulting vegetation change, mining activities cause carbon sequestration services loss of 4.8 grams and 6.5 grams of CO 2 e respectively for nickel, and 9.3 grams of CO 2 e for cobalt per year.

As a precautionary environmental management and protection measure, the ISA has already set aside 43% of the CCZ as protected areas or 1.97 million square kilometers, or Areas of Particular Environmental Interest (APEIs) aiming to ensure that all types of habitats that could be impacted by exploitation are represented within APEIs.

As a precautionary environmental management and protection measure, the ISA has already set aside 43% of the CCZ or 1.97 million square kilometers as protected areas, or Areas of Particular Environmental Interest (APEIs), aiming to ensure that all types of habitats that could be impacted by exploitation are represented and preserved within APEIs.

For comparison, only approximately 8.2% of global oceans are protected today and the global target agreed in the High Seas Treaty in March 2023 is to protect 30% of the oceans by 2030.

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We are collaborating with some of the world’s leading researchers to conduct environmental baseline and collection impact studies to design plans that could mitigate marine impacts of nodule collection through collection system design and adaptive management systems.

If the entire CCZ area currently under exploration (1.28 million square kilometers) were to be exploited over a 30-year period, these nodule collection operations would impact 42,500 square kilometers of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life).

If the entire CCZ area currently under exploration (1.28 million square kilometers) were to be exploited over a 30-year period (which we believe is unlikely), these nodule collection operations would impact 42,500 square kilometers of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life).

This is less than 1% of the estimated 4,900,000 square kilometers of the seafloor currently impacted every year by trawling operations that take place primarily in highly productive coastal waters.

Potential future commercial-scale nodule collection operations in the CCZ are likely to disturb marine wildlife in the operating area.

The nature and severity of these impacts on CCZ wildlife are expected to vary by species and are currently subject to uncertainty.

We have completed studies baselining wildlife and ecosystem function, piloting the nodule collection system and assessing impacts arising from the use of this system immediately following the collector test and 12 months after the collector test, processing and assessment of collected data are currently in progress.

In total, almost 1 petabyte of environmental data has been collected and processed.

For comparison, the world’s largest library, the Library of Congress, manages 21 petabytes of digital content.

Assessment of impacts based on collected data is currently in progress.

Given the significant volume of deep water and the difficulty of sampling or retrieving biological specimens in the CCZ, a complete biological inventory might never be established.

Accordingly, impacts on CCZ biodiversity may never be completely and definitively known.

Given that similar challenges remain on land, with an estimated 70-80% of species still undescribed, it may also not be possible to definitively establish whether the impact of nodule collection on global biodiversity will be less significant than those estimated for land-based mining for a similar amount of produced metal.

Accordingly, impacts on CCZ biodiversity may never be entirely and definitively known.

However, we believe similar challenges are faced on land, with an estimated 70-80% of terrestrial species still undescribed.

Although we continue to review the data collected to date, we may not know the actual impact of commercial nodule collection on the deep-sea environment until after full-scale commercial production.

We currently believe, however, that as the abyssal plains are the most ubiquitous habitat on the planet with low levels of biodiversity compared to the main metal-producing areas on land, it is likely that the impacts of nodule collection on global biodiversity will be less significant than those estimated for land-based mining for a similar amount of produced metal.

It is also currently not definitively known how effectively the risk of biodiversity loss in the CCZ could be eliminated or reduced through mitigation strategies or how long it will take for disturbed seabed areas to recover naturally.

Prior research indicates that the density, diversity and function of fauna representing most of the resident biomass (including mobile, pelagic and microbial life) are expected to recover naturally over years to decades.

However, a high level of uncertainty exists around recovery of fauna that requires the hard substrate of nodules for critical life function.

The extent to which planned measures such as leaving behind partial nodule cover and setting aside no-take areas would aid recruitment and recovery of nodule-dependent species in impacted areas will depend on factors like habitat connectivity, which is an area that is still under study.

Some uncertainty still exists around the recovery rate of fauna that requires the hard substrate of nodules for critical life function.

Recent research suggests that carbon (food) availability is likely to be a more significant limiting factor to the ecosystem’s capacity to support nodule obligate fauna populations than hard-substrate habitat availability.

Therefore, we believe strategies such as leaving behind partial nodule cover and setting aside no-take areas to aid recruitment and recovery of nodule-dependent species in impacted areas look to be promising mitigation strategies.

For example, recent research by NORI indicates that sediment-covered nodules left behind after collection activities ceased were exposed and became available as a source of hard-substrate habitat within 12 months.

The effectiveness of these strategies in supporting self-sustaining populations of nodule-obligate fauna after nodule collection will be the focus of long-term monitoring studies in the future.

We are still in the exploration phase of the project and do not have the exploitation contracts necessary to commence commercial-scale nodule collection operations in the CCZ nor have we obtained the applicable environmental and other permits required to build and operate commercial scale polymetallic nodule processing and refining plants on land.

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Impact severity will depend on the depth of sediment disturbance (expected to be approximately 3-5 centimeters based on modelling, laboratory tests, and recent collector tests completed in the CCZ by our subsidiary NORI and two other nodule contract-holders, Belgium’s Global Sea Mineral Resources NV (GSR) and the German’s BGR) and the impact this disturbance has on benthic ecosystem function.

Over 90% of the entrained sediment is expected to be separated from nodules inside the collector vehicle and discharged behind the collector vehicle, most settling back to the seafloor within a few hundred meters.

Over 90% of the entrained sediment is expected to be separated from nodules inside the collector vehicle and discharged behind settling back to the seafloor within a few hundred meters.

The impact of the residual plume will depend on how quickly the smaller mobile sediment particles re-settle, how far they travel and how the resulting sedimentation impacts the benthic organisms.

Less than 10% of entrained sediment that will likely evade separation inside the collector vehicle will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules get dewatered and residual water, sediment and nodules fines will be returned at some depth in the water column below the highly populated and productive photic zone.

Less than 10% of entrained sediment that will likely evade separation inside the collector vehicle will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules are dewatered and residual water, sediment and nodules fines will be returned at greater than 2,000 meters in the water column below the highly productive photic zone and the measured lower limit of diel vertical migration of zooplankton in the pelagic zone.

Potential impacts from the mid-water sediment plume could include clogging of the delicate respiratory and filter feeding structures of pelagic zooplankton species, such as jellyfish and krill.

However, the mid-water discharge is expected to have very low solid particle concentration and dilute to low levels within minutes.

The depth of discharge will be selected based on ESIA results to minimize impact on life in the midwater column.

However, the mid-water discharge has been shown by the collector test to have very low solid particle concentration and to dilute to close to background levels within minutes.

According to a research paper on midwater sediment plumes published by researchers from the Massachusetts Institute of Technology (“MIT”) in Communications Earth & Environment in July 2021, entrained sediment from the return of seawater used for nodule transport dilutes to natural background levels within a few hundred meters of the outlet.

We believe this finding is supported by the monitoring results of the collector test completed by NORI in 2022.

Another research paper on seafloor sediment plumes published by MIT and the Scripps Institution of Oceanography in September 2022 found that 92-98% of benthic plume generated from the pilot nodule collector vehicle rose only two meters above the seafloor and settled locally within 10s to 100s of meters from the source of the disturbance, another result that was confirmed by the results of the collector test completed by NORI in 2022 on the NORI Area D property.

Our Strategic Positioning

We believe we are well positioned to meet the growing demand for critical battery metals:

● Supply for increasing demand :

The response to climate change is driving robust demand for EVs, renewable energy storage and infrastructure.

To manufacture battery cells, gigafactories will need critical battery metals like nickel, cobalt, manganese, and copper to meet rising battery demand.

We believe we are well-positioned to meet the expected demand for the critical metals contained in polymetallic nodules:

● Supply for increasing infrastructure demand:

As emerging economies grow and urbanize, steel demand is projected to rise 30% by 2050 and electricity demand is projected to accelerate worldwide by 3% per year through 2035.

Critical base metals like nickel, copper and manganese will be required to meet rising demand for steel and electrical grids.

While the copper market was volatile in 2024, demand is expected to double by 2035, potentially reaching 40-50 million tonnes and resulting in a 2-10 million tonne supply deficit.

This oncoming wave of demand is anticipated to bring price premiums for low-carbon steel, particularly in light of Europe’s carbon border adjustment mechanism which requires buyers to purchase certificates to cover the embedded emissions of their steel imports beginning in 2026.

Our lower carbon emissions footprint per finished tonne of nickel may improve our business prospects further.

● Supply for increasing battery demand:

We believe the response to climate change is driving robust demand for EVs, renewable energy storage and infrastructure.

To manufacture battery cells, gigafactories will need critical metals like nickel, cobalt, manganese, and copper to meet rising battery demand.

Globally, the number of signatories to the Zero Emission Vehicle declaration announced at COP29 in November 2024 increased to 236, which is aimed at accelerating the transition to 100% new car sales being zero-emission globally by 2040, and by 2035 in leading markets.

government enacted the IRA, spurring a ramp-up of investments in battery and battery component production.

Additionally, the U.S.

government entered into new critical mineral trade agreement with Japan, which we believe improves our business prospects related to our plans to commercially process nodules at the Pacific Metals Co.

(“PAMCO”) facility in Hachinohe, Japan.

government invested $ 110 billion in battery value chain projects since the IRA was enacted in 2022.

● Path to energy security :

Throughout 2023, China limited exports of gallium and germanium, which are needed to produce semiconductor chips and graphite, a key ingredient in battery anodes.

China also banned the export of rare earth metal extraction and separation technologies used in production of hybrid and battery electric vehicle motors.

Following the 2023 restrictions China imposed on exports to the United States including a complete ban of gallium and germanium, which are needed to produce semiconductor chips, rare earth metal extraction and separation technologies used in production of hybrid and battery electric vehicle motors, and strict export controls for graphite, a key ingredient in battery anodes, China expanded export bans to include antimony in 2024.

These events underscore a national security rationale for the U.S.

and Western countries for reducing dependence on China as the world’s largest refiner of Class 1 nickel, cobalt and manganese.

With our NORI and TOML contract areas ranked as the world’s first and second largest undeveloped nickel projects, respectively, by Mining.com in both 2022 and 2023, we believe the polymetallic nodules found in our NORI and TOML contract areas offer an internationally governed source of key battery metals that can effectively be decoupled from Chinese supply chains.

With our NORI and TOML contract areas ranked as the world’s first and second largest undeveloped nickel projects, respectively, by Mining.com in both 2022 and 2023, we believe the polymetallic nodules found in our NORI and TOML contract areas offer a source of four critical metals that can effectively diversify global supply chains.

● Advancing developing countries:

All three of our Sponsoring States are small developing Pacific Island nations impacted by climate change, each of which expect to receive income streams from their sponsored areas if exploration contracts are granted to extract polymetallic nodules in their sponsored areas.

Both of our Sponsoring States are small developing Pacific Island nations impacted by climate change and expect to receive income streams from their sponsored areas if exploitation contracts are granted to extract polymetallic nodules in their sponsored areas.

Royalties from commercial production of polymetallic nodules payable to the ISA are required to be distributed by the ISA with focus on developing countries.

● Potential U.S.-based regulatory pathway:

On March 27, 2025, we announced that we initiated a process with NOAA and the U.S.

Department of Commerce under the DSHMRA to consider a U.S.-based regulatory pathway for the commercial production of deep-sea polymetallic nodules in the CCZ.

We believe this regulatory pathway potentially offers a clear and predictable route to securing an exploration license and a commercial recover permit to polymetallic nodules found in the CCZ.

We are in the initial planning stages of this strategy, however, and there are no assurances that we will be able to secure any exploration or commercial recovery rights under the DSHMRA in a timely manner, or at all.

Our Competitive Advantages

With the potential that our resources hold and the project advancements we have made to date, we believe we are better positioned than other suppliers to provide a solution to the growing need for critical battery metals:

● Availability of abundant and high-grade resource off the U.S.

western seaboard:

There are four critical battery metals (nickel, copper, cobalt and manganese) in relatively high concentrations in polymetallic nodules and we believe our contract areas have estimated in situ quantities of these metals equivalent to the requirement for 280 million EVs, roughly the size of the entire U.S.

passenger vehicle fleet on the road today.

● Opportunity for battery metal production in the U.S.:

There are four critical metals (nickel, copper, cobalt and manganese) in relatively high concentrations in polymetallic nodules which we believe could offer a long-term secure supply of such metals in various industrial applications, as described above.

● Opportunity for production in the U.S.

of the critical metals contained in nodules:

The current supply chain of battery materials to the U.S.

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In November 2022, NORI and Allseas completed the Pilot Mining Test where approximately 4,500 tonnes of wet nodules were collected and more than 3,000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after traversing over 80 kilometers of the seafloor in the NORI Area D, achieving a sustained production rate of 86.4 tonnes per hour with a scaled-down prototype seafloor nodule collector vehicle.

While several

contractors have tested various seafloor collection machines, no other contractor has demonstrated an integrated nodule collection system since the 1970s.

● Demonstrated onshore nodule processing technology:

In 2021, we successfully completed the calcining and smelting of nodules into a manganese silicate product and nickel-copper-cobalt alloy intermediate product, followed by conversion and sulfidation of the alloy into matte.

Testwork on the matte to define conditions for the hydrometallurgical refinery has been successfully conducted on all process stages and we anticipate completion of the program in the first quarter of 2024 with generation of what we believe will be battery-grade nickel and cobalt sulfates in test quantities.

Test work has been successfully conducted on all process stages with the generation of test quantities of battery-grade nickel and cobalt sulfates in April 2024 and June 2024, respectively.

● Opportunity to reuse existing onshore assets and skills:

We believe there is an opportunity for us to partner with onshore processors with deep operational experience in processing nickel-bearing ores and with existing Rotary Kiln Electric Arc Furnace (“RKEF”) plants that can be repurposed for processing our nodules into intermediate products.

We have taken advantage of this opportunity by signing a non-binding memorandum of understanding (“MoU”) with PAMCO, an experienced operator of a nickel laterite smelting complex in Hachinohe, Japan (IRA-compliant jurisdiction) in 2023.

We have taken advantage of this opportunity by signing a non-binding memorandum of understanding (“MoU”) with our partner Pacific Metals Co.

(“PAMCO”), an experienced operator of a nickel laterite smelting complex in Hachinohe, Japan in 2022.

Following the completion of a prefeasibility exercise by PAMCO to assess nodule processing at their facility, we have signed a binding MoU in November 2023 to complete a feasibility study to process the first 1.3 Mtpa (wet) of nodules at PAMCO’s facility.

A demonstration trial at PAMCO’s Hachinohe facilities with 2,000 tonnes of nodules collected during the mining pilot is expected to take place in 2024, which would further de-risk the project.

A demonstration trial at PAMCO’s Hachinohe facilities with 2,000 tonnes of nodules collected during the mining pilot is ongoing, which would further de-risk the project.

In 2024, PAMCO successfully produced approximately 500 tonnes of calcine from nodules at their facility in Hachinohe, Japan.

● Lower expected production cost:

Based on the Initial Economic Assessment completed for NORI Area D project in March 2021, which was based on potential steady state production of approximately 12.5Mtpa of wet nodules from 2030 to 2045, we expected to be the second lowest cost nickel producer in the world, when reflecting the value of our byproducts).

This Initial Economic Assessment was based on a high-capital asset expenditure (“CAPEX”) approach to our development and commercialization of operations where the majority of offshore and onshore production assets would be newly built by us.

However, we are currently pursuing a low-CAPEX approach for our NORI Area D project where we reuse existing production assets.

● Lower expected environmental, social and governance footprint:

We are currently pursuing a low-capital asset expenditure (“CAPEX”) approach to our development and commercialization of operations for our NORI Area D project where we reuse existing production assets opposed to the high-CAPEX approach where the majority of offshore and onshore production assets would be newly built by us as described in our 2021 economic analysis included in the NORI Technical Report Summary.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about the 2021 economic analysis of NORI Area D.

● Lower expected ESG footprint:

The LCA completed by Benchmark in March 2023 shows that the NORI Area D project model performed better in most impact categories analyzed than all the land-based routes chosen for comparison.

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Exploration Contracts

We currently hold exclusive exploration rights through our subsidiaries NORI and TOML and exclusive commercial rights through an agreement with Marawa, to certain polymetallic nodule areas in the CCZ.

We currently hold exclusive exploration rights through our subsidiaries NORI and TOML to certain polymetallic nodule areas in the CCZ.

NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 square kilometers in the CCZ that were granted by the ISA in July 2011.

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The NORI Area D is the seafloor parcel where we have performed the most resource definition and environmental work to date.

NORI commissioned AMC Consulting Ltd, a leading mining consulting firm (AMC), to undertake a preliminary economic assessment (“PEA”) of the mineral resource contained in NORI Area D and to compile a technical report compliant with Canadian National Instrument (NI 43-101), which was completed in March 2021.

NORI commissioned AMC Consulting Ltd (“AMC”), a leading mining consulting firm, to undertake an Initial Economic Assessment of the mineral resource contained in NORI Area D and to compile a technical report compliant with Canadian National Instrument (NI 43-101), which was completed in March 2021.

AMC subsequently compiled the NORI Technical Report Summary, dated March 2021, which included an initial assessment and an economic analysis of NORI Area D prepared in accordance with the SEC Mining Rules.

The NORI Technical Report Summary is filed as Exhibit 96.1 to this Annual Report.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about the 2021 economic analysis of NORI Area D.

TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 square kilometers in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”).

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TOML commissioned a Technical Report Summary by AMC, dated March 2021, which is filed as Exhibit 96.2 to this Annual Report.

DGE, our wholly-owned subsidiary, entered into agreements with Marawa and Kiribati which provide DGE with exclusive exploration rights to an area covering 74,990 square kilometers in the CCZ (the “Marawa Contract Area”).

The exploration contract between Marawa and the ISA (the “Marawa Exploration Contract”) was signed on January 19, 2015.

To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred.

We are collaborating with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is uncertain.

Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

Marawa - Termination of Service Agreement.

On November 14, 2024, DeepGreen Engineering Pte.

(“DeepGreen”) issued a formal termination notice to Marawa Research and Exploration Limited, ending the Services Agreement dated October 1, 2013 (the “Agreement”), pursuant to DeepGreen’s right to terminate for convenience under the Agreement.

The termination became effective on January 14, 2025 and we no longer have any exploration rights to the area of the CCZ that was covered by the Agreement.

The impact of the cancellation of this agreement did not have a material impact on our financial results.

Business Strategy

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NORI and TOML, two of our subsidiaries, intend to operate in the CCZ under the effective supervision, regulation and sponsorship of the Republic of Nauru and the Kingdom of Tonga, respectively.

We intend to utilize processing operations in locations that are yet to be finalized.

We intend to utilize existing processing operations in locations like Japan and Indonesia and refineries in locations like South Korea and Canada.

We have chosen a capital-light approach to our operations and have focused on forming deep strategic partnerships with leading offshore and onshore companies.

Our key strategic alliances include:

Allseas, a leading global offshore contractor, has developed and successfully tested the pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022.

The experience from the development and testing program of the pilot system are now informing the design of upgrades and modifications into the initial smaller scale commercial production system which is expected to serve as the basis for the design of a full-scale commercial production system.

Allseas, a leading global offshore contractor, developed and tested a pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022.

The experience from the development and testing program of the pilot system is now informing the design of upgrades and modifications into the initial smaller-scale commercial production system, which is expected to serve as the basis for the design of a full-scale commercial production system.

Glencore International AG (Glencore) holds offtake rights to 50% of the NORI nickel and copper production.

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(“KPM”) to develop a near-zero solid waste flowsheet.

The primary processing stages of the flowsheet from nodule to NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth and Xpert Process Solutions, a Glencore company (“XPS”), facilities.

The matte refining stages are being tested at SGS Lakefield.

The primary processing stages of the flowsheet from nodule to nickel-copper-cobalt (“NiCuCo”) alloy and matte intermediate were demonstrated as part of our pilot plant program at FLSmidth and Xpert Process Solutions, a Glencore company (“XPS”), facilities.

The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated.

The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities.

In November 2022, TMC entered into a non-binding MoU with PAMCO of Japan.

In November 2023, we entered into a binding MoU with PAMCO whereby they must complete a feasibility study (anticipated to be completed during the third quarter of 2024) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility, which is expected to start in the second quarter of 2026, if we obtain an exploration contract from the ISA in a timely manner.

In November 2022, we entered into a non-binding MoU with PAMCO of Japan.

In November 2023, we entered into a binding MoU with PAMCO whereby they must complete a feasibility study (anticipated to be completed in mid-2025) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility.

PAMCO’s Hachinohe facility 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.

In 2024, PAMCO successfully produced approximately 500 tonnes of calcine from nodules at their facility in Hachinohe, Japan.

The toll treatment is expected to take place on a dedicated RKEF processing line and produce two products:

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Under the binding MoU signed in November 2023:

● PAMCO, with our support, expects to complete the feasibility study by the third quarter of 2024.

● We will provide PAMCO with the exclusive right to the first 1.3Mtpa of the expected 3Mtpa of wet nodule collection capacity our first nodule collection system until completion of the feasibility study.

● PAMCO, with our support, expects to complete the feasibility study by mid-2025.

● We will provide PAMCO with the exclusive right to the first 1.3Mtpa of the expected 3Mtpa of wet nodule collection capacity from our first nodule collection system until completion of the feasibility study.

● The parties will enter into good faith negotiations to finalize definitive processing agreements on completion of the feasibility study.

The feasibility study is expected to confirm operating parameters and product specifications for PAMCO’s dedicated production line and define the scope and execution plan for any additional equipment requirements, which are expected to be minor.

An extended pilot demonstration program utilizing existing kilns and furnaces at PAMCO’s Hachinohe, Japan facility is expected to treat a 2,000 tonne sample of polymetallic nodules collected during the successful pilot nodule collector test completed by Allseas in November 2022 on NORI Area D, with the goal of optimizing the furnace refractory selection and confirm commercial scale operating parameters such as tapping temperatures and dusting rates when treating nodules through the Hachinohe facility.

An extended pilot demonstration program utilizing existing kilns and furnaces at PAMCO’s Hachinohe, Japan facility is in progress, treating a 2,000-tonne sample of polymetallic nodules collected during the successful pilot nodule collector test completed by Allseas in November 2022 on NORI Area D, with the goal of optimizing the furnace refractory selection and confirm commercial scale operating parameters such as tapping temperatures and dusting rates when treating nodules through the Hachinohe facility.

The cost of processing polymetallic nodules will also be estimated to help finalize the definitive processing agreements.

In parallel, PAMCO is continuing to study the addition of a converting facility to process the intermediate alloy to nickel-copper-cobalt matte, which is an upgraded intermediate battery supply chain feedstock.

It is expected that the additional facility would be constructed once commercial processing of polymetallic nodules to alloy has been demonstrated.

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Phased Project Development

Currently, we are an exploration stage company with a completed Initial Economic Assessment, working towards a pre-feasibility study that will form an integral part of our ISA application for an exploitation contract for the NORI Contract Areas.

We expect to enter into the feasibility study phase in 2024, having completed the pilot collection system test with Allseas in the CCZ in the fourth quarter of 2022.

Having significantly advanced resource definition and environmental baseline studies on NORI Area D, we intend to apply for an exploitation contract on that area first.

If we obtain an exploitation contract, we then plan to commence production offshore (“Project Zero”) at the end of the first quarter of 2026 using the Hidden Gem vessel which, subject to further modifications, is expected to be upgraded to a maximum capacity of 3.0 Mtpa of wet nodules.

Subject to the success of Project Zero and any regulatory requirements, we then expect to move into the next phase of production (“Project One”) in which we intend to scale up production and expect to collect and process up to approximately 12.5Mtpa of wet nodules at steady state (expected 2030-2045), as outlined in the NORI – D Technical Report Summary.

Currently, we are an exploration stage company working towards a pre-feasibility study, which is nearing completion, and will form an integral part of our ISA application for an exploitation contract for the NORI Contract Areas.

Having completed resource definition and environmental baseline and impact assessment studies on NORI Area D, we intend to apply for an exploitation contract on that area first with a Plan of Work application to be submitted to the regulator on June 27, 2025.

If we obtain an exploitation contract, we then plan to commence production offshore (“Project Zero”) using the Hidden Gem vessel which, subject to further modifications, is expected to be upgraded to a maximum capacity of 3.0 Mtpa of wet nodules.

Subject to the success of Project Zero and any regulatory requirements, we then expect to move into the next phase of production (“Project One”) in which we intend to scale up production and expect to collect and process up to approximately 12 Mtpa of wet nodules at steady state (expected 2030-2045).

Current Work Program

We are currently focused on preparing to submit our application to the ISA for our first exploitation contract, which will include the entire NORI Contract Area, with the initial collection activities occurring within NORI Area D only following the July 2024 meetings of the ISA’s twenty-ninth session.

Assuming a review process of approximately one-year, we expect to be in production offshore at the end of the first quarter of 2026, if the application is approved.

We are currently focused on preparing to submit our application to the regulator for our first exploitation contract, which will include the entire NORI Contract Area, with the initial proposed collection activities occurring within NORI Area D.

On November 12, 2024, we announced that NORI intends to submit its application for an exploitation contract to the regulator on June 27, 2025.

To reach our objective and initiate commercial production, we are:

(i) defining our resource and project economics, (ii) developing a commercial offshore nodule collection system, (iii) assessing the environmental and social impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy product and/or end-products like nickel and cobalt sulfates, and copper cathode.

(i) defining our resource and project economics, (ii) developing a commercial offshore nodule collection system, (iii) assessing the environmental, social and cultural impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy product and/or end-products like nickel and cobalt sulfates, and copper cathode.

(i) Resource definition and project economics:

Having completed a total of nine offshore resource definition campaigns, collected samples and completed subsea surveys for resource evaluation, we have defined the size and quality of our resource in the NORI and TOML Areas, as described below, in our SEC Regulation S-K (subpart 1300) compliant Technical Report Summary - Initial Assessment of the NORI Property, Clarion Clipperton Zone, Pacific Ocean dated March 17, 2021 (“NORI Initial Assessment”) and Technical Report Summary - TOML Mineral Resource, Clarion Clipperton Zone, Pacific Ocean dated March 26, 2021 (“TOML Mineral Resource Statement”), respectively, prepared by AMC.

From this work, both NORI and TOML have reported measured, indicated and inferred resources as tabulated below.

NORI Area 2020 Mineral Resource Estimate, in situ, for the NORI Areas within the CCZ at 4kg/m 2 nodule abundance cut-off.

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 24% w/w.

These estimates are presented on an undiluted basis without adjustment for resource recovery.

TOML Area 2020 Mineral Resource Estimate, in situ, for the TOML Areas within the CCZ at 4kg/m 2 nodule abundance cut-off.

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 28% w/w.

These estimates are presented on an undiluted basis without adjustment for resource recovery.

We plan to continue to define our resource in the NORI and TOML areas, develop project economics to pre-feasibility and feasibility level and convert resources into reserves.

Having completed a total of nine offshore resource definition campaigns, collected samples and completed subsea surveys for resource evaluation, we defined the size and quality of our resource in the NORI and TOML Areas, as described below, in our SEC Regulation S-K (subpart 1300) compliant Technical Report Summary - Initial Assessment of the NORI Property, Clarion Clipperton Zone, Pacific Ocean dated March 17, 2021 (“NORI Initial Assessment”) and Technical Report Summary - TOML Mineral Resource, Clarion Clipperton Zone, Pacific Ocean dated March 26, 2021 (“TOML Mineral Resource Statement”), respectively, prepared by AMC.

From this work, both NORI and TOML have reported measured, indicated and inferred resources.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about these reported measured, indicated and inferred resources.We have continued to define our resource in the NORI and TOML areas, with the goal to develop project economics to pre-feasibility level with the intention of converting resources into reserves if possible.

(ii) Commercial offshore nodule collection system development:

We are working with our strategic partner and investor, Allseas, to develop a system to collect, lift and transport nodules from the seafloor to shore.

The offshore collection system consists of nodule collector vehicles on the seafloor, a riser and lift system, and a surface production support vessel.

The offshore collection system consists of nodule collector vehicles on the seafloor, a riser and lift system, a surface production support vessel and a surface nodule transfer vessel.

The nodules are collected from the seafloor by self-propelled, tracked nodule collector vehicles using seawater jets aimed at nodules in parallel with the seafloor.

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System capacity is expected to be increased over time as production and experience milestones are met, which we believe will help manage operational risk, minimize up-front capital expenditure requirements and allow for staged increases in capacity as environmental review thresholds are met.

The work program with Allseas during 2023 focused on the review of the pilot nodule collection system performance, review of operational issues and identification of potential improvements to overall system performance.

Key aspects include scaling the technology to meeting the anticipated commercial production rates of the Project Zero Offshore Nodule Collection System and integration of the scaled-up technology into the Hidden Gem .

Engineering scope has been split into six major work packages:

(1) collector, (2) vertical transport system (riser and riser handling equipment), (3) storage & offloading, (4) control & automation, (5) electrical & instrumentation, and (6) flow assurance.

Engineering studies have progressed on the offshore nodule offloading and transportation system, including hydrodynamic simulations and dynamic positioning analysis of the vessel-to-vessel interface during the nodule offloading activity.

In line with engineering milestones, design reviews have been conducted at the Allseas office in Delft, Netherlands.

The design reviews are attended by us, Allseas and third-party consultants.

Regular meetings are held between us and Allseas project teams covering engineering, procurement, scheduling and estimating, operational planning (including health and safety aspects) and environmental impact.

System capacity is expected to be increased over time as environmental monitoring, production and experience milestones are met, which we believe will help manage environmental and operational risk, minimize up-front capital expenditure requirements and allow for staged increases in capacity as environmental review thresholds are met.

The work program with Allseas in 2024 continued the reviewing of the test mining system’s performance, addressing operational issues, and identifying potential improvements for incorporation into the design.

Key aspects included scaling technology to meet commercial production rates for the Project Zero Offshore Nodule Collection System and integrating this scaled-up technology into the Hidden Gem.

As previously reported, the engineering scope was divided into six major work packages:

collector, vertical transport system, storage & offloading, control & automation, electrical & instrumentation, and flow assurance.

Engineering studies progressed on offshore nodule offloading and transportation systems, including hydrodynamic simulations and dynamic positioning analysis.

Notably, the offshore loading process was independently peer-reviewed with satisfactory outcomes.

Ongoing design reviews were conducted at Allseas’ office in Delft, Netherlands, attended by TMC, Allseas, and third-party consultants.

Allseas supports our ongoing work to complete a pre-feasibility study, including assistance in establishing cost estimates, schedules, and pre-feasibility study level engineering deliverables.

Discussions continued regarding system design specifics and further cost considerations.

Furthermore, Allseas continues to work collaboratively with NORI on environmental monitoring scopes to be included in the EIS and Environmental Management and Monitoring Plan (“EMMP”) process.

Regular meetings between us and Allseas cover various project aspects, including health, safety and environment.

We believe that as of February 2025, the ongoing program of engineering work is nearly complete and we are ready to launch into the next phase of development when we have further insight into ISA regulatory requirements and progress.

Further to our non-binding term sheet entered into in March 2022 with Allseas, we continue discussions with Allseas regarding the specifics of these upgrades and the continued development of the Project Zero Offshore Nodule Collection System and anticipate reaching definitive agreements on commercial terms and key terms around continued development and commercial operations with Allseas before the submission of the NORI exploitation application in 2025.

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We expect that the definitive agreement with Allseas discussed above will extend the exclusive use of the Hidden Gem .

(iii) Environmental and social impact assessment (“ESIA”) for offshore nodule collection :

The ESIA is an integral part of preparing our application for the ISA exploitation contract on the NORI Contract Area.

Our ESIA program consists of over 100 studies and relies on the work of several independent deep-sea research institutions.

In 2022, we undertook the collector test monitoring campaigns which involved completion of pre-collector test baseline data collection, monitoring of the collector test to and completion of post collection surveys to determine the immediate collector impact to the environment.

(iii) ESIA and CHIA for offshore nodule collection :

The ESIA and CHIA is an integral part of preparing our application for the ISA exploitation license on the NORI Contract Area.

Our ESIA and CHIA programs consist of over 100 studies and rely on the work of multiple independent deep-sea research institutions and expert consultants.

In 2022, we undertook the collector test monitoring campaigns which included completion of pre-collector test baseline data collection, monitoring of the collector test and completion of post collection surveys to determine the immediate impact to the environment of the collector.

The monitoring was undertaken using the Island Pride , a vessel contracted from Ocean Infinity Group Limited, deploying 2 remotely operated vehicles (“ROVs”), 3 autonomous underwater vehicles (“AUVs”) and an array of more than 50 seafloor sensors, supervised by multiple teams of scientists and sediment plume expert consultants, DHI Water and Environment Inc.

and HR Wallingford.

and HR Wallingford who conducted a sound assessment.

These campaigns commenced on July 15, 2022 and were completed on December 23, 2022, representing 146 operational days at sea.

The preliminary plume results from the collector test have been shared with a wide range of stakeholders and presentations were conducted at the ISA during the fourth quarter of 2023.

In October 2023 we entered into a services agreement with a third party in order for NORI to conduct an assessment of the benthic impact of the 2022 collector test in NORI Area D approximately 12 months post the collector test activities (“Campaign 8a”), which we believe will strengthen the quality of NORI’s EIS and Environmental Management and Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration of the collection test area.

The results showed that the plume behaves as a density current with most material staying within 2 meters of the seafloor and most material settling within 1 kilometer from the source.

In October 2023, we entered into a services agreement with a third party in order for NORI to conduct an assessment of the benthic impact of the 2022 collector test in NORI Area D approximately 12 months post the collector test activities (“Campaign 8A”), which we believe will strengthen the quality of NORI’s EIS and Environmental Management and Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration in the collection test area.

The key activities completed during Campaign 8A were box cores, multicores, benthic and covariance lander works, and megafauna and sedimentation survey around the test field area.

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These yielded more than 600 subsamples that will be shared with independent researchers from leading marine research institutions for further biological analysis.

Additionally using a remotely operated vehicle, the research team deployed innovative seafloor lander systems that are capable of measuring seafloor oxygen fluxes using eddy covariance methods.

This resulted in over 600 hours of data acquisition at a maximum deployment depth of 4,285 meters, which we believe is the first time these bespoke sensor suites have been deployed at abyssal depths.

This data is further supplemented by over one thousand core sub-samples for geochemical analysis.

Additionally, using a remotely operated vehicle, the research team deployed innovative seafloor lander systems capable of measuring seafloor oxygen fluxes using eddy covariance methods.

This resulted in over 600 hours of data acquisition at a maximum deployment depth of 4,285 meters, which is the first time these bespoke sensor suites have been deployed at abyssal depths.

This data is supplemented by over one thousand core sub-samples for geochemical analysis.

Researchers also conducted the fourth annual recovery and redeployment of three oceanographic moorings within NORI Area D.

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Greenpeace continued to actively obstruct NORI’s and TOML’s activities notwithstanding the court ruling.

On November 12, 2024, the Court of Appeal in Amsterdam upheld the lower court’s ruling, reaffirming that Greenpeace’s occupation of the MV Coco was unlawful.

The court also dismissed Greenpeace’s objection that NORI’s claims were inadmissible, affirming that NORI has a legally recognized interest in bringing claims against Greenpeace and retains the ability to pursue future legal action, including claims for damages, before Dutch courts.

In 2024, NORI continued making progress on its ESIA and CHIA, both of which will be part of NORI’s application for an exploitation contract to the ISA.

Baseline data continued to be compiled and assessed for the ESIA.

Two global stakeholder webinars were held in 2024 which provided stakeholders with updates on the CHIA study’s methodologies and baseline data collection efforts.

A review of bathymetry data to assess potential tangible cultural heritage sites was also undertaken and stakeholder engagement meetings were conducted in the Pacific, specifically in Nauru and Tonga, to inform the study.

(iv) Onshore technology development:

To process and refine collected nodules into critical metals, we have developed a flowsheet together with a metallurgical process design firm, Hatch.

This flowsheet uses conventional equipment, modified for the unique nature of the polymetallic nodule resource to deliver a process that is expected to generate near zero solid waste.

The key products generated by this process are nickel sulfate, cobalt sulfate, copper cathode, manganese silicate and fertilizer-grade ammonium sulfate.

The processing flowsheet also provides the potential to generate an intermediate product, a nickel-copper-cobalt matte and a nickel-copper-cobalt-iron alloy.

Nickel is expected to account for almost half of future production revenues.

We have completed lab-scale test work and offshore campaigns to collect a bulk sample for pilot-scale metallurgical testing.

We are continuing with a metallurgical test program.

In 2021, we successfully completed calcining and smelting of the nodule bulk samples into a manganese silicate product and nickel-copper-cobalt alloy intermediate, followed by converting and sulfidation of the alloy into matte.

We continue testing the hydrometallurgical refining phase where matte is processed to produce nickel sulfate, cobalt sulfate, copper cathode and fertilizer grade ammonium sulfate.

In addition, as described above and below, in 2022 and 2023, we entered into a non-binding MoU and a binding MoU with PAMCO to study the possibility of using PAMCO’s facility in Hachinohe, Japan to produce up to 1.3 million tonnes of net polymetallic nodules per year.

PAMCO is continuing to study the addition of a converting facility to process the intermediate alloy to nickel-copper-cobalt matte, which is an upgraded intermediate battery supply chain feedstock.

With the support of engineering firm Hatch and consultants KPM, we have developed a near-zero solid waste flowsheet.

The primary processing stages of the flowsheet from nodule to an Fe-NiCuCo alloy and subsequent NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth (FLS, calcining) and eXpert Process Solutions, a Glencore company (XPS, smelting, sulfidation and converting), facilities.

The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated.

The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities.

In November 2022, we entered into a non-binding MoU with PAMCO.

In November 2023, we entered into a binding MoU with PAMCO of Japan, whereby they must complete a feasibility study (anticipated to be completed in mid-2025) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility.

The toll treatment is expected to take place on a dedicated RKEF processing line and produce two products:

nickel-copper-cobalt alloy, an intermediate product used as feedstock to produce Li-ion battery cathodes, and a manganese silicate product used to make silico-manganese alloy, a critical input into steel manufacturing.

PAMCO successfully completed a pre-feasibility exercise pursuant to the non-binding MoU signed by the parties in November 2022.

Under the binding MoU signed in November 2023:

● PAMCO, with our support, expects to complete the feasibility study by mid-2025.

● We will provide PAMCO with the exclusive right to the first 1.3Mtpa of the expected 3Mtpa of wet nodule collection capacity of our first nodule collection system until completion of the feasibility study.

● The parties will enter into good faith negotiations to finalize definitive processing agreements on completion of the feasibility study.

An extended pilot demonstration program utilizing existing kilns and furnaces at PAMCO’s Hachinohe, Japan facility is in progress, treating a 2,000 tonne sample of polymetallic nodules collected during the successful pilot nodule collector test completed by Allseas in November 2022 on NORI Area D, with the goal of optimizing the furnace refractory selection and confirming commercial scale operating parameters such as tapping temperatures and dusting rates when treating nodules through the Hachinohe facility.

The cost of processing polymetallic nodules will also be estimated to help finalize the definitive processing agreements.

It is expected that the additional facility would be constructed once commercial processing of polymetallic nodules to alloy has been demonstrated.

There can be no assurance that we will enter into a definitive processing agreement in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that the existing facility will be able to successfully process nodules in a particular time period, or at all.

On September 9, 2024, we announced that PAMCO had successfully produced 500 tonnes of calcine from smelting polymetallic nodules and then on February 18, 2025, we announced that approximately 450 tonnes of calcine had been successfully smelted by PAMCO to produce nickel-copper-cobalt alloy and manganese silicate products.

We are also in the initial stages of considering the possibility of a U.S.-based regulatory pathway with NOAA and the U.S.

Department of Commerce under the DSHMRA for the commercial production of deep-sea polymetallic nodules in the CCZ.

Summary of Mineral Resources

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These estimates are presented on an undiluted basis without adjustment for resource recovery.

As reflected in the Initial Economic Assessment of NORI Area D contained in the NORI Technical Report Summary, a discounted cash flow analysis considering the intended pre-development work up to the end of 2024, discounting at 9% per annum, and assuming metal prices for nickel metal $16,472/t;

nickel in nickel sulfate $18,807/t Ni;

copper metal $6,872/t;

cobalt metal $46,333/t;

cobalt in cobalt sulfate $56,920/t Co;

manganese in manganese silicate $4.50/dmtu Mn, indicates a NORI Area D project net present value (as of January 1, 2021) of $6.8 billion.

The initial assessment included in the NORI Technical Report Summary is a conceptual study of the potential viability of NORI’s mineral resources.

This initial assessment indicates that development of the NORI mineral resource is potentially technically and economically viable;

This initial assessment indicates that development of the NORI mineral resource is potentially technically viable;

however, due to the preliminary nature of project planning and design, and the untested nature of the specific seafloor production systems at a commercial scale, economic viability has not yet been demonstrated.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about the 2021 economic analysis of NORI Area D.

The NORI Technical Report Summary and TOML Technical Report Summary do not include the conversion of mineral resources to mineral reserves.

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Collection and Processing of Polymetallic Nodules

Collection and Shipping

Collection, Transfer and Shipping

We are planning a phased development for NORI Area D.

Polymetallic nodules would be collected using offshore collection systems, comprising of nodule collector vehicles on the seafloor, a riser and lifting system (RALS) in the water column, and a production support vessel on the surface.

The nodules are expected to be transferred to transport vessels and shipped to onshore processing facilities.

To maintain productivity of the production vessel, nodules are expected to be recovered from the hold of the production vessel using materials handling conveyors and discharged to a dynamically positioned transfer vessel with an expected 50,000 tonne capacity.

We believe that this activity can be performed while the production vessel is simultaneously conducting collection operations.

The transfer vessel is expected in turn to load bulk carriers using a similar materials handling system to that of the production vessel.

The bulk carriers will ship the nodules to onshore processing facilities.

Through our strategic partnership with Allseas, a former drillship vessel (the Hidden Gem ) acquired by Allseas in February 2020 has been converted and modified to undertake a pre-production collector test in which a collector vehicle, RALS and other systems have been tested.

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The nodules collected in Project Zero are expected to be processed through existing third-party RKEF facilities on a tolling basis.

In the next phase of development (“Project One”), as outlined in the NORI – D Initial Assessment Technical Report Summary, production is expected to be expanded with an additional converted drillship ( Drill Ship 2 ), a subsequent upgrade to the Hidden Gem , and the construction of a bespoke production support vessel ( Collector Ship 1 ).

Illustration of a polymetallic nodule production system operated at 4 kilometers depth

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If we obtain an exploitation contract, we expect to commence Project Zero Collection at a rate of 1.3 Mtpa increasing in staged increments to up to 3.0 Mtpa of wet polymetallic nodules.

For Project One, we believe that a fleet of three production vessels, each with multiple dedicated nodule collector vehicles, could be estimated to produce approximately 12.5 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.

For Project One, we believe that a fleet of four production vessels, each with multiple dedicated nodule collector vehicles, could be estimated to produce approximately 12 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.

We believe that this phased approach to development allows for proper management of risk and for progressive improvement of engineering and operating systems.

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Moreover, we believe that there is a commercial advantage in positioning ourselves as a leader in the onshore processing of seafloor polymetallic nodules.

To this end, we have been working with leading global process engineering group Hatch, and a professional services firm, to develop pyrometallurgical processing and hydrometallurgical refining technologies for the production of battery metals feedstocks from nodules.

Hatch has developed a near-zero solid waste flowsheet and has overseen a pyrometallurgical pilot plant program consisting of several phases:

the pyrometallurgical processing phase has been completed at FLSmidth’s and XPS facilities, the hydrometallurgical refining phase is in progress at SGS facilities.

Pursuant to an engineering and consulting services agreement, Hatch is assisting and advising us during the development of the pilot test program and is analyzing and interpreting the testing results through reports provided by such test facilities.

To this end, we have worked extensively with leading metallurgical testing service providers with technical support from engineering consultancy Hatch to develop pyrometallurgical processing and hydrometallurgical refining technologies for the production of critical metals feedstocks from nodules.

We have developed a near-zero solid waste flowsheet and have executed a metallurgical testing program consisting of multiple phases.

The pyrometallurgical processing phases at bench and pilot scales have been completed at KLM, FLSmidth and XPS facilities.

A bench scale hydrometallurgical program was completed in 2024 at SGS facilities in Lakefield, Ontario.

Pursuant to an engineering and consulting services agreement, Hatch provided support and technical advice during the development of the pilot test program, including analyzing and interpreting the testing results through reports provided by the testing service providers.

We expect that the processing of the polymetallic nodules from the NORI Contract Area would also be ramped up in phases.

This plan includes initially toll treating polymetallic nodules at existing RKEF plants, utilizing existing excess industry capacity.

We believe that there is significant interest to deploy underutilized RKEF plants which may have become stranded as a result of the Indonesian government nickel laterite ore export ban restricting supply of the nickel laterite feedstock that they have previously utilized.

We believe that there is significant interest to deploy underutilized RKEF plants which may now have increased capacity capabilities as a result of the Indonesian government nickel laterite ore export ban restricting supply of the nickel laterite feedstock that they have previously utilized.

These RKEF plants were originally built to convert nickel laterite to ferro-nickel alloy or nickel pig iron and could potentially be converted to smelt polymetallic nodules.

In November 2023, we signed a binding MoU with PAMCO, where PAMCO must complete a feasibility study (expected to be completed during the third quarter of 2024) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility expected to start in the second quarter of 2026, consistent with the commencement of NORI’s planned first production offshore from the end of the first quarter of 2026, if our expected application to the ISA for an exploitation contract is approved assuming a review period of approximately one year.

In November 2023, we signed a binding MoU with PAMCO, where PAMCO must complete a feasibility study (anticipated to be completed by mid-2025) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility.

The toll treatment is expected to take place on a dedicated RKEF processing line and produce two products:

It is expected that the additional facility would be constructed once commercial processing of polymetallic nodules to alloy has been demonstrated.

Strategic Alliances and Key Commercial Agreements

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The PMTA was subsequently amended on September 1, 2019, February 20, 2020, March 4, 2021, June 30, 2021 and February 8, 2023.

The Strategic Alliance Agreement was also amended on March 4, 2021 (collectively with the PMTA amendment of the same date, the “Amendment”), which Amendment became effective upon closing of the Business Combination.

Pursuant to the Amendment, the cash fee payable pursuant to the PMTA was amended such that we would pay to Allseas (i) $10,000,000 on June 30, 2021 (which we subsequently amended with Allseas to change to within 10 business days of the Closing of the Business Combination in a further amendment;

The Strategic Alliance Agreement was also amended on March 4, 2021 (collectively with the PMTA amendment of the same date, the “Amendment”), which Amendment became effective on September 9, 2021, the closing date of the business combination pursuant to the terms of the business combination agreement, dated as of March 4, 2021, by and among us (f/k/a Sustainable Opportunities Acquisition Corp.), 1291924 B.C.

Unlimited Liability Company and DeepGreen Metals Inc.

(the “Business Combination”).

this amount was paid on October 5, 2021), (ii) $10,000,000 on the later of January 1, 2022 and such time that confirmation is received with respect to the successful completion of the North Sea drive test, which was paid on April 25, 2022, and (iii) $10,000,000 upon successful completion of the pilot trials in the CCZ using the PMTS which was settled through the issuance of 10 million Common Shares in February 2023, along with additional costs owed Allseas under the PMTA in 850,000 Common Shares, in each case, priced at $1.00 per share under the fifth amendment to the PMTA.

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Once in production, NORI expected to pay Allseas a nodule collection and transshipment fee estimated at approximately EUR 150 per wet tonne in the first year of operations and expected to be reduced by more than 20% in the following years as Allseas scaled up production to at least 1.3 Mtpa of wet nodules.

Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem , a further Samsung 10000, with the potential for it to be engineered to support a production rate of 3.0 Mtpa of wet nodules.

Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem , a further Samsung 10000 vessel, with the potential for it to be engineered to support a production rate of 3.0 Mtpa of wet nodules.

Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties reviewed Project Zero System production target increases, system design changes and associated cost estimates revisions.

In August 2023, we announced that Allseas and NORI were executing on a plan designed based on Allseas’ estimates to increase the maximum production capacity of the Project Zero Offshore Nodule Collection System from the previous estimate of 1.3 million wet tonnes per annum to up to an estimated 3.0 million wet tonnes per annum in stepped increments, a potential increase of 130%.

The upgrades are expected to include the addition of a second collector vehicle, the use of a wider diameter riser pipe from the seafloor to the surface, implementation of a larger compressor spread and improvements to the system designed to further mitigate its environmental impacts and addition of a nodule transfer vessel with dynamic positioning to enable continuous nodule collection operations without stoppages from offloading.

Key aspects include scaling the technology to meeting the commercial production rates of the Project Zero Offshore Nodule Collection System and integration of the scaled-up technology into the Hidden Gem.

Engineering scope has been split into six major work packages:

(1) collector, (2) vertical transport system (riser and riser handling equipment), (3) storage & offloading, (4) control & automation, (5) electrical & instrumentation, and (6) flow assurance.

Engineering studies have been progressed on the offshore nodule offloading and transportation system, including hydrodynamic simulations and dynamic positioning analysis of the vessel-to-vessel interface during the nodule offloading activity.

In line with engineering milestones, design reviews have been conducted at the Allseas office in Delft, Netherlands.

The design reviews are attended by TMC, Allseas and third-party consultants.

Regular meetings are held between TMC and Allseas project teams covering engineering, procurement, scheduling & estimating, operational planning (including health & safety aspects) and environment.

Further to our non-binding term sheet entered into in March 2022 with Allseas, Allseas is proceeding with system design and TMC continues its discussions with Allseas regarding the specifics of these upgrades, associated cost estimates and operational implications of the continued development of the Project Zero Offshore Nodule Collection System.

We anticipate reaching definitive agreements on commercial terms and key terms around continued development and commercial operations with Allseas before the end of 2024.

In addition, in August 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the Hidden Gem to us in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier.

In consideration of the exclusivity term, we have issued 4.15 million Common Shares (valued at $6.5 million) to Allseas on August 14, 2023.

In consideration of the exclusivity term, we issued 4.15 million Common Shares to Allseas on August 14, 2023.

We expect that the definitive agreement with Allseas discussed above will extend the exclusive use of the Hidden Gem .

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The Glencore Offtake Agreements do not extend to any other of our entities in the event other entities are the ultimate processing owners for metal products.

The Glencore Offtake Agreements only apply with respect to metals processed and developed from the NORI areas that are processed by a facility owned or controlled by DGE and do not apply to other projects (including for example Marawa or TOML).

Concurrent with entering into the Glencore Offtake Agreements, Glencore made an equity investment of $5 million into our Company.

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PAMCO successfully completed a pre-feasibility exercise pursuant to the non-binding MoU signed by the parties in November 2022.

In November 2023 TMC signed a binding MoU with PAMCO, where PAMCO must complete a feasibility study (expected to be completed during the third quarter of 2024) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility which is expected to start in the second quarter of 2026, if we obtain an exploration contract from the ISA in a timely manner.

In November 2023, we signed a binding MoU with PAMCO, where PAMCO must complete a feasibility study (expected to be completed by mid-2025) to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe, Japan smelting facility.

The toll treatment is expected to take place on a dedicated RKEF processing line and produce two products:

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Under the new binding MoU:

● PAMCO, with our support, expects to complete the feasibility study by the third quarter of 2024;

● PAMCO, with our support, expects to complete the feasibility study by mid-2025;

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The PAMCO feasibility study is expected to confirm the operating parameters and product specifications for PAMCO’s dedicated production line and define the scope and execution plan for any additional equipment requirements, which are currently expected to be minor.

An extended pilot demonstration program utilizing existing kilns and furnaces at PAMCO’s Hachinohe, Japan facility is expected to treat a 2,000 tonne sample of polymetallic nodules collected during the successful pilot nodule collector test completed by Allseas in November 2022 on the NORI Area D, with the goal of optimizing the furnace refractory selection and confirm commercial scale operating parameters such as tapping temperatures and dusting rates when treating nodules through the Hachinohe facility.

An extended pilot demonstration program utilizing existing kilns and furnaces at PAMCO’s Hachinohe, Japan facility is in progress, treating a 2,000 tonne sample of polymetallic nodules collected during the successful pilot nodule collector test completed by Allseas in November 2022 on the NORI Area D, with the goal of optimizing the furnace refractory selection and confirm commercial scale operating parameters such as tapping temperatures and dusting rates when treating nodules through the Hachinohe facility.

The costs of processing polymetallic nodules will also be estimated to help finalize the definitive processing agreement.

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It is expected that the additional facility would be constructed once commercial processing of polymetallic nodules to alloy has been demonstrated.

We expect this partnership to progress to a definitive agreement before the end of 2024, subject to successful feasibility study outcomes and agreement to mutually acceptable commercial terms.

On September 9, 2024, we announced that PAMCO had successfully produced 500 tonnes of calcine from processing polymetallic nodules in a rotary kiln and then on February 18, 2025, we announced that approximately 450 tonnes of calcine had been successfully smelted by PAMCO to produce 35 tonnes of NiCuCo alloy and 320 tonnes of Mn silicate products.

We expect this partnership to progress to a definitive agreement in 2025, subject to successful feasibility study outcomes and agreement to mutually acceptable commercial terms.

There can be no assurance that we will enter into a definitive tolling agreement in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that if a definitive tolling agreement is entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.

The metals production industry is capital intensive and competitive.

Production of battery materials and manganese alloys is largely dominated by Chinese or Chinese-funded competitors.

These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve and possibly expand their facilities.

Terrestrial metals production is capital intensive and competitive.

Production of nickel, cobalt and manganese alloys is largely dominated by Chinese or Chinese-funded competitors.

Additionally, Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations in developing countries across the globe (e.g., cobalt in the DRC, nickel in Indonesia and the Philippines) at relatively low costs due to scale, efficiency and regulatory factors, including less stringent environmental and social regulations and lower labor and benefit costs.

We may be unable to compete successfully with these and other competitors, including other land-based mining operations.

In addition to the three contracts held by our subsidiaries and partners, 16 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules in the CCZ, Western Pacific and Indian Ocean Basin.

In addition to the two contracts held by our subsidiaries, 17 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules in the CCZ, Western Pacific and Indian Ocean Basin.

If and when they move into the exploitation phase, each of these contract-holders could become a potential competitor with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products.

Furthermore, several nation states are working on developing polymetallic nodule resources inside their Exclusive Economic Zones (“EEZs”), with the Cook Islands granting three exploration contracts for polymetallic nodules in February 2022.

Beyond polymetallic nodules, nations like Norway, Japan, Cook Islands and the Kingdom of Saudi Arabia are exploring other types of deep-sea resources containing some of the metals contained in polymetallic nodules.

Furthermore, several nation-states are working on developing polymetallic nodule resources inside their Exclusive Economic Zones (“EEZs”), with the Cook Islands granting three exploration contracts for polymetallic nodules in February 2022, India announcing an auction of polymetallic nodule exploration tenements in 2024 and a large polymetallic nodule deposit was discovered in the Japanese EEZ in mid-2024, with further exploration and test mining in the works.

Beyond polymetallic nodules, nations like Norway, Japan, PNG, Brazil, India, Oman and the Kingdom of Saudi Arabia are exploring other types of deep-sea resources containing some of the metals contained in polymetallic nodules.

There is increasing competition from new and existing marine mineral companies for the availability of marine exploration and support vessels, related marine equipment and specialized personnel, desirable exploration areas, suitable offshore collection and onshore processing equipment, and available capital.

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The 1994 Implementation Agreement and Part XI of UNCLOS are to be interpreted and applied together as a single instrument.

As of February 6, 2024, UNCLOS had been signed by 168 States (countries) and the European Union.

As of July 2024, UNCLOS had been signed by 169 States (countries) and the European Union.

International Seabed Authority

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No commercial polymetallic nodule collection operations have started anywhere in the world.

Currently, exploration activities undertaken are aimed at gathering the necessary information on the location, quality and quantity of the minerals of the seabed as well as collecting the necessary environmental baseline information.

To date, the ISA has approved 17 contracts in the CCZ for exploration of nodules, one in the Indian Ocean and one in the Western Pacific Ocean covering more than 1.35 million square kilometers of the seabed.

This represents 0.3 percent of the world’s oceans seafloor.

Twelve of these contracts are sponsored by developing countries (including the sponsors of our subsidiaries NORI — Nauru, and TOML — Tonga, and our partner Marawa which is sponsored by the Republic of Kiribati).

Twelve of these contracts are sponsored by developing countries (including the sponsors of our subsidiaries NORI — Nauru, and TOML — Tonga).

Thirteen countries and one intergovernmental consortium currently have contracts for the exploration of polymetallic nodules, seven countries have contracts for the exploration of polymetallic sulphides, and five countries have contracts for the exploration of cobalt-rich ferromanganese crusts.

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The ISA was targeting to finalize these regulations by July 2020, but the COVID-19 pandemic disrupted ISA meetings and discussions.

The current proposed application process in the draft exploitation regulations consists of the following:

At its July 2023 28 th Session meeting, the Council adopted a decision with a view to adopt final exploitation regulations during the thirtieth ISA session in 2025.

We are still in the exploration phase of the project and have not yet obtained an exploitation contract from the ISA (“ISA Exploitation Contract”) to commence commercial-scale polymetallic nodule collection in the CCZ.

An ISA exploitation contract application is comprised of several components, including:

Certificate of Sponsorship, Mining Plan, Financing Plan, EIS, Emergency Response and Contingency Plan, Health and Safety Plan and maritime Security Plan, Training Plan, EMMP and Closure Plan.

An ISA exploitation contract application is comprised of several components, including Certificate of Sponsorship, Mining Plan, Financing Plan, EIS, Emergency Response and Contingency Plan, Health and Safety Plan and maritime Security Plan, Training Plan, EMMP and Closure Plan.

In addition, we do not have the applicable environmental and other permits required to build or modify and operate commercial scale polymetallic nodule processing and refining plants on land.

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The ISA did not complete the adoption of the rules, regulations and procedures by July 9, 2023, as required.

At its July 2023 28 th Session meeting, the ISA adopted a Council decision agreeing on a timeline and modalities of work until July 2024, with a view to adopt final exploitation regulations during the thirtieth ISA session in 2025.

Although we believe that the ISA will adopt the exploitation regulations and any necessary rules, regulations and procedures to facilitate the approval of a plan of work for exploitation by the thirtieth session as the ISA has indicated, there can be no assurances that the adoption of these regulations will not be delayed or halted paused as a result of the actions of ISA member States.

At its July 2024 session, the ISA completed a first reading of the consolidated text and requested the Secretariat produce a second consolidated text in 2024.

The ISA agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30th Session of the ISA in 2025.

The ISA Council has scheduled two ISA Council meetings in March and July 2025 to progress the Mining Code and has agreed to continue working inter-sessionally to advance the text.

The second consolidated text of the draft Mining Code was released in November 2024.

Although we believe that the ISA will adopt the exploitation regulations and any necessary rules, regulations and procedures to facilitate the approval of a plan of work for exploitation by the thirtieth session as the ISA has indicated, there can be no assurances that the adoption of these regulations will not be delayed or paused as a result of the actions of ISA member States.

The Draft Regulations and several supporting standards and guidelines are at an advanced stage, but there remains uncertainty regarding the final form that these will take as well as the impact that such regulations, standards and guidelines will have on our ability to begin commercial operations in a timely manner, or at all.

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There can be no assurance that the ISA will provisionally approve our plan or that such provisional approval would lead to the issuance of an exploitation contract by the ISA.

On August 1, 2023, we announced that our subsidiary, NORI, intends to submit its application for an exploitation contract to the ISA following the July 2024 meetings of the ISA.

NORI is conducting a post-collection test campaign, strengthening its environmental baseline data and its application for an exploitation contract.

This timing allows the Council to meet three more times to continue negotiating and progressing the rules, regulations and procedures.

On November 12, 2024, we announced that our subsidiary, NORI, intends to submit its application for an exploitation contract to the ISA on June 27, 2025.

Consistent with NORI’s rights under the UNCLOS, and the 1994 Agreement relating to the Implementation of Part XI of UNCLOS (the Agreement), NORI reserves its right to submit an application for a plan of work for exploitation, which will be included as part of the application for an exploitation contract, prior to the ISA’s provisional adoption and approval of the exploitation regulations, the possibility of which was recognized in the ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25, and to have that application considered and provisionally approved pursuant to Section 1, Paragraph 15 of the Annex to the Agreement.

At the third and final meeting of the 28 th ISA Session in November 2023, the Council agreed to consolidate the text of the draft regulations.

The main objective of such a consolidated text, is to better harmonize and clean the text based on negotiations of the interested stakeholders to date.

The consolidated text will be the basis for the negotiations of the regulators in 2024.

The NORI Exploration Contract

7 unchanged sentences

The decision of the Council shall take account of that response and shall be based on substantial evidence.

On August 1, 2023, we announced that our subsidiary, NORI intends to submit its application for an exploitation contract to the ISA following the July 2024 meetings of the ISA.

During exploration, NORI is required to, among other things:

● implement the agreed plan of work;

● submit an annual report to the ISA;

● meet certain performance and expenditure commitments;

● pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract;

● implement training programs for personnel of the ISA and developing countries in accordance with an approved training program;

● take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ;

● maintain appropriate insurance policies;

● establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment;

● establish and implement a program to monitor and report on such effects.

On November 12, 2024, we announced that our subsidiary, NORI, intends to submit its application for an exploitation contract to the ISA on June 27, 2025.

To date, no exploitation contracts for extracting minerals from the international seafloor have been granted.

3 unchanged sentences

On February 3, 2022, the ISA confirmed that the Secretariat and Commission had reviewed NORI’s report and noted that the program of activities for the next five-year period was acceptable.

NORI is required to submit an application for extension no later than six months before the expiration of the contract.

NORI intends to submit an application for a five-year extension in 2025.

The ISA Council may suspend or terminate the NORI Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur:

● if, in spite of written warnings by the ISA, NORI has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of the NORI Exploration Contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA:

to this point, NORI is compliant and has never received a written warning from the ISA;

● if NORI has failed to comply with a final binding decision of the dispute settlement body applicable to it;

13 unchanged sentences

NORI has begun discussions with the Government of Nauru to renegotiate the existing sponsorship agreement and has committed to paying corporate income tax within Nauru.

During exploration, NORI is required to, among other things:

● submit an annual report to the ISA;

● meet certain performance and expenditure commitments;

● pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract;

● implement training programs for personnel of the ISA and developing countries in accordance with an approved training program;

● take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ;

● maintain appropriate insurance policies;

● establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment;

● establish and implement a program to monitor and report on such effects.

NORI is sponsored to carry out its mineral exploration activities in the CCZ by Nauru, pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

10 unchanged sentences

Pursuant to the Regulations, TOML has the priority right to apply for an ISA Exploitation Contract to collect polymetallic nodules in the same area (Regulation 24(2)).

The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting plans of work for collection of the same area and resources.

The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting

plans of work for collection of the same area and resources.

Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor.

8 unchanged sentences

● if, in spite of written warnings by the ISA, TOML has conducted its activities in such a way that results in serious persistent and willful violations of the fundamental terms of this contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA:

to this point, TOML is compliant and has never received a written warning from the ISA;

● if TOML has failed to comply with a final binding decision of the dispute settlement body applicable to it;

9 unchanged sentences

TOML expects to renegotiate the existing sponsorship agreement with Tonga prior to entering into operations in the TOML area and has committed to paying corporate income tax within Tonga.

Marawa Agreements

On March 17, 2012, our wholly-owned subsidiary, DGE, entered into an Option Agreement (the “Option Agreement”) with Marawa and Kiribati.

In consideration of the $250,000 option fee, Marawa granted DGE an option to purchase tenements, as may be granted to Marawa by the ISA or any other regulatory body, for $300,000, or in consideration of DGE waiving any loan and other debt obligation pursuant to the Services Agreement (as defined below) if a default event occurs.

The exercise period for the option is a maximum of 40 years after the date of the execution of the Option Agreement.

On July 26, 2012, the ISA Council approved a plan of work for exploration submitted by Marawa covering the Marawa Contract Area.

Due to uncertainty of the economic potential of the Marawa Contract Area, Marawa is currently considering its options and expects to finalize its decision in 2024.

Marawa delayed certain work programs until it determines how it will move forward.

On October 1, 2013, DGE entered into an agreement (the “Services Agreement”) with the Republic of Kiribati and Marawa granting DGE the exclusive right for 40 years to carry out exploration and collection in the Marawa Contract Area as well as purchase polymetallic nodules collected from the Marawa Contract Area.

The Marawa Exploration Contract was signed on January 19, 2015.

To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred.

We are collaborating with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is uncertain.

Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

DGE has the right to terminate the Services Agreement for convenience at any time at its election by giving written notice to Marawa and Kiribati and such termination shall take effect two months following the date of the termination notice, provided that DGE shall pay to the ISA on behalf of Marawa the fees or payments legally owed to the ISA by Marawa (including the Annual ISA Exploration Fee and ISA Royalties and Taxes) that are outstanding at the date of termination or that are incurred within 12 months of the date of such termination, provided that Marawa shall have an obligation to minimize such fees and payments to the extent practicable after the date of said termination.

DGE and Marawa have considered the potential to amend the current contractual arrangements to provide additional mutual benefits in the conduct of operations, though no assurances may be given that any changes will be agreed.

Royalties and taxes

3 unchanged sentences

A final royalty and payment regime has not been agreed.

However, recent discussions centered on a 2.5% ad valorem royalty on the gross metal value (“GMV”) of nodule ore for the first five years of commercial production, thereafter increasing to 4.5% if GMV is equal or lower than $510 per dry tonne of nodules and scaling linearly to 9.5% if GMV is at or above $720 per dry tonne of nodules.

An additional ad valorem environmental levy has also been discussed.

The economic analysis included in the initial assessment contained in the NORI Technical Report Summary was based on a slightly different set of assumptions about ISA Royalty that were in use back in 2021:

namely, 2% of GMV for the first five years, increasing to 6% thereafter plus 1% environmental levy.

Additional discussions have considered capping any proposed environmental levy once an agreed total value has been reached and might no longer be collected once sufficient funds are in trust.

We can provide no assurances that any such royalties or levies will not be greater than those discussed and could be significantly greater.

Under the NORI Sponsorship Agreement between Nauru and NORI and under the TOML Sponsorship Agreement between Tonga and TOML, upon reaching a minimum recovery level within the tenement areas, NORI and TOML have agreed to pay Nauru and Tonga a seabed mineral recovery payment for polymetallic nodules recovered from the tenement area, annually adjusted (from year 5) on a compounding basis based on the official inflation rate in the U.S.

3 unchanged sentences

The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the Area.

Given the location of the NORI Contract Area, the ISA is responsible for assessing any ESIA prepared by NORI and for granting the relevant permits.

Given the location of the NORI Contract Area, the ISA is responsible for assessing the ESIA prepared by NORI and for granting the relevant permits.

The ISA has issued Regulations on Prospecting and Exploration for Polymetallic Nodules (adopted on July 13, 2000, updated on July 25, 2013).

The regulations are complemented by the LTC’s recommendations for the guidance of contractors on assessing the environmental impacts of exploration.

The exploitation regulations on deep-seabed collection will be complemented by various standards and guidelines, and thresholds.

The exploitation regulations on deep-seabed collection will be complemented by various standards and guidelines, and environmental thresholds.

The ISA is currently developing these standards and guidelines, and thresholds which are expected to be finalized by the LTC and adopted by the Council.

5 unchanged sentences

Additional standards and guidelines will be drafted as part of the development of Phase 2 and 3.

Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and EIA, culminating in an EIS for proposed commercial operations, prior to collection.

Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and Environmental Impact Assessment (“EIA”), culminating in an EIS for proposed commercial operations, prior to collection.

An EIS and an EMMP, will be required as part of the application for an ISA Exploitation Contract for operations in the CCZ.

11 unchanged sentences

Pursuant to Article 165(2)(b) of the Convention and Paragraph 11(a) of the 1994 Agreement, an application for a Plan of Work is first reviewed by the LTC and a recommendation concerning the approval of the Plan of Work is submitted by the LTC to the Council.

Rule 44 of the Commission’s Rules of Procedure requires decision making by consensus.

Rule 44 of the LTC’s Rules of Procedure requires decision making by consensus.

If all efforts to reach consensus have been exhausted, however, then a decision by voting shall be taken by a majority of members present and voting.

A proposed timeline for the consideration of a Plan of Work by the Commission was developed in “Draft guideline on the preparation and assessment of an application for the approval of a Plan of Work for exploitation” (ISBA/27/C/3).

If a positive recommendation is submitted by the Commission to the Council concerning the approval of a Plan of Work, the Council is required to approve the Commission’s recommendation unless a two-thirds majority of its members present and voting, including a majority of members present and voting in each of the chambers of the Council, decides to disapprove the Plan of Work.

If the Council does not take a decision on the Commission’s recommendation within 60 days, the recommendation shall be deemed to have been approved by the Council.

If a positive recommendation is submitted by the LTC to the Council concerning the approval of a Plan of Work, the Council is required to approve the LTC’s recommendation unless a two-thirds majority of its members present and voting, including a majority of members present and voting in each of the chambers of the Council, decides to disapprove the Plan of Work.

If the Council does not take a decision on the LTC’s recommendation within 60 days, the recommendation shall be deemed to have been approved by the Council.

In addition, the sponsoring State has a responsibility to put in place legislation to ensure the entity it has sponsored complies with UNCLOS and ISA rules and regulations.

Nauru implemented the Nauru International Seabed Minerals Act in 2015 which NORI is required to comply with.

Nauru implemented the Nauru International Seabed Minerals Act in 2015, which was amended and renamed to Nauru Seabed Minerals Authority Act in 2024, that NORI is required to comply with.

NORI’s assessment is that it is in compliance with existing exploration permits and contracts.

1 unchanged sentence

● delineating nodule mineralization;

● characterizing the nature of the seabed, water column and biology;

● finalizing environmental baseline studies and impact assessments;

● characterizing the nature of any materials returned to the environment;

1 unchanged sentence

● developing other plans, including the EMMP and the various subordinate plans.

The potential future onshore environmental impacts have not yet been assessed because the processing plants that we expect to use through a tolling or other arrangement have not been finalized, and the locations and host countries (and hence regulatory regime) have not been confirmed.

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.

The planned metallurgical process is expected to generate near-zero solid waste products.

The deleterious elements’ (for example, cadmium and arsenic) content of the nodules is understood to be very low, indicating that with careful management, the environmental impacts of the processing operation are expected to be low.

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.

Intellectual Property

6 unchanged sentences

Human Capital

As of December 31, 2023, we employed forty-six (46) employees and contractors.

As of December 31, 2024, we employed forty-seven (47) employees and contractors.

None of our staff are covered by collective bargaining agreements.

16 unchanged sentences

Our EHS vision is to fully integrate environmental, health and safety into our operations, and to create a workplace free of incidents.

In 2023, we relied on the EHS programs of our partners Allseas and a new offshore support service provider to conduct our operations in a safe manner and in compliance with applicable safety laws, rules and regulations.

In 2024, we relied on the EHS programs of our partners Allseas and an offshore support service provider to conduct our operations in a safe manner and in compliance with applicable safety laws, rules and regulations.

These all involve EHS systems incorporating thorough planning, risk assessment and disciplined implementation of controls as well as culturally-based safety observations systems like safe act observations and obligation of “stop work if it is unsafe to proceed”.

Available Information

Our internet address is https://themetals.co , to which we regularly post copies of our press releases as well as additional information about us.

Our internet address is https:// metals.co , to which we regularly post copies of our press releases as well as additional information about us.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, are available to you free of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the SEC.

3 unchanged sentences

Corporate Information

TMC is a corporation existing under the laws of British Columbia, Canada.

TMC’s registered office is currently located at 595 Howe Street, 10 th Floor, Vancouver, British Columbia, Canada V6C 2T5, and its telephone number is:

(604) 631-3115.

We are a corporation existing under the laws of British Columbia, Canada.

Our registered and records office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia V6E 2J3, Canada, and our telephone number is (888) 458-3420.

We do not have a physical office in Vancouver, British Columbia, our directors and executive officers work remotely in various countries around the world, and the Vancouver, British Columbia address disclosed is our registered and records office required under the Business Corporations Act (British Columbia)

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

What changed 10-K

Item 1. Business