3 unchanged sentences
(in thousands of US Dollars, except share amounts)
−Removed: September 30,
Receivables and prepayments
−Removed: Exploration contracts
+Added: Exploration assets
+Added: Software development costs
Right-of-use asset
7 unchanged sentences
356,617,022 (December 31, 2024 – 340,708,460 ))
−Removed: Class A - J Special Shares
+Added: Special Shares
Additional paid in capital
4 unchanged sentences
Subsequent Event (Note 19)
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
TMC the metals company Inc.
2 unchanged sentences
Three months ended
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
+Added: Three months ended
Operating expenses
3 unchanged sentences
Equity-accounted investment loss
−Removed: Change in fair value of warrant liability
+Added: Change in fair value of warrants liability
Foreign exchange loss (gain)
Interest income
−Removed: Fees and interest on borrowings and credit facilities
−Removed: Net loss for the period
−Removed: Net loss per share - Basic and diluted
+Added: Fees and interest on borrowing and credit facilities
+Added: Loss and comprehensive loss for the period
+Added: Loss per share
+Added: - basic and diluted
Weighted average number of Common Shares outstanding – basic and diluted
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: TMC the metals company Inc.
−Removed: Condensed Consolidated Statements of Changes in Equity
−Removed: (in thousands of US Dollars, except share amounts)
−Removed: Common Shares
−Removed: Comprehensive
−Removed: Three months ended September 30, 2024
−Removed: Conversion of restricted share units, net of shares withheld for taxes (Note 11)
−Removed: Shares issued as per At-the-Market Equity Distribution Agreement (Note 12)
−Removed: Exercise of stock options (Note 11)
−Removed: Share-based compensation and expenses settled with equity (Note 11)
−Removed: Foreign currency translation adjustment
−Removed: Net loss for the period
−Removed: September 30, 2024
−Removed: Common Shares
−Removed: Comprehensive
−Removed: Three months ended September 30, 2023
−Removed: Exercise of stock options
−Removed: Exercise of warrant by Allseas
−Removed: Shares issued to Allseas
−Removed: Conversion of restricted share units, net of shares withheld for taxes
−Removed: Issuance of shares and warrants under Registered Direct Offering, net of expenses
−Removed: Share-based compensation and expenses settled with equity
−Removed: Net loss for the period
−Removed: September 30, 2023
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
TMC the metals company Inc.
3 unchanged sentences
Comprehensive
−Removed: Nine months ended September 30, 2024
−Removed: January 1, 2024
+Added: Three months ended March 31, 2025
+Added: December 31, 2024
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Note 10)
−Removed: Conversion of restricted share units, net of shares withheld for taxes (Note 11)
Shares issued as per At-the-Market Equity Distribution Agreement (Note 11)
−Removed: Exercise of stock options (Note 11)
−Removed: Share purchase under Employee Share Purchase Plan (Note 11)
+Added: Conversion of restricted share units, net of shares withheld for taxes (Note 13)
Share-based compensation and Expenses settled with equity (Note 13)
−Removed: Foreign currency translation adjustment
−Removed: Net loss for the period
−Removed: September 30, 2024
+Added: Loss for the period
+Added: March 31, 2025
Common Shares
Comprehensive
−Removed: Nine months ended September 30, 2023
−Removed: January 1, 2023
+Added: Three months ended March 31, 2024
+Added: December 31, 2023
+Added: Issuance of shares and warrants under Registered Direct Offering, net of expenses
Exercise of stock options
−Removed: Exercise of warrant by Allseas
−Removed: Shares issued to Allseas
Conversion of restricted share units, net of shares withheld for taxes
−Removed: Issuance of shares and warrants under Registered Direct Offering, net of expenses
−Removed: Share purchase under Employee Share Purchase Plan
Share-based compensation and Expenses settled with equity
−Removed: Net loss for the period
−Removed: September 30, 2023
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: Loss for the period
+Added: March 31, 2024
+Added: The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
TMC the metals company Inc.
1 unchanged sentence
(in thousands of US Dollars)
−Removed: Nine months ended
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
+Added: Three months ended
+Added: Three months ended
Cash provided by (used in)
2 unchanged sentences
Items not affecting cash:
−Removed: Lease Expense
Accrued interest on credit facilities
+Added: Lease expense
Share-based compensation and expenses settled with equity
1 unchanged sentence
Change in fair value of warrants liability
−Removed: Unrealized foreign exchange
+Added: Unrealized foreign exchange movement
+Added: Interest paid short-term debt
Changes in working capital:
9 unchanged sentences
Proceeds from Shares issued from ATM
−Removed: Proceeds from Drawdown of Credit Facilities
−Removed: Proceeds from Drawdown of Loan with Allseas Affiliate
−Removed: Repayment of Loan with Allseas Affiliate
−Removed: Proceeds from Drawdown of Loan with Allseas
−Removed: Interest paid on amounts drawn from credit facilities
−Removed: Proceeds from Low Carbon Royalties Investment
−Removed: Proceeds from employee stock plans
+Added: Repayment of Debt
Proceeds from exercise of stock options
−Removed: Proceeds from exercise of warrants by Allseas
−Removed: Proceeds from issuance of shares
Net cash provided by financing activities
3 unchanged sentences
Cash - end of period
−Removed: The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
2 unchanged sentences
(“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019, and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021.
−Removed: The Company’s corporate office, registered address and records office is located at 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3.
+Added: The Company’s corporate office, registered address and records office is located at 10th floor, 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3.
The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.
−Removed: The Company is a deep-sea minerals exploration company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles southwest of San Diego, California.
−Removed: These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte) 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.
−Removed: 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.
−Removed: The ISA grants contracts to sovereign states or private contractors sponsored by a sovereign state.
−Removed: The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc.
−Removed: (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 square kilometers in the CCZ (“NORI Area”).
−Removed: On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 square kilometers in the CCZ (“TOML Area”).
−Removed: Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 square kilometers in the CCZ (“Marawa Area”).
−Removed: In 2013, the Company through its subsidiary DeepGreen Engineering Pte.
−Removed: (“DGE”) entered a services agreement (the “Marawa Services Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa.
−Removed: The Company is working with its strategic partner and investor, Allseas Group S.A.
−Removed: (“Allseas”), to deliver a system to collect, lift and transport nodules from the seafloor to shore that meets the requirements of an early commercial production system (Note 6).
−Removed: In November 2023, the Company entered into a binding Memorandum of Understanding (“MoU”) with Pacific Metals Co Ltd (PAMCO) of Japan pursuant to which PAMCO committed to complete a feasibility study whereby it would process nodules at its existing facilities and produce two products:
−Removed: nickel-copper-cobalt alloy, an intermediate product used as feedstock to produce lithium-ion battery cathodes, and a manganese silicate product used to make silico-manganese alloy, a critical input into steel manufacturing.
+Added: The Company is a deep-sea minerals exploration company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with NORI Area D located approximately 1,500 miles southwest of San Diego, California.
+Added: These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy) for nickel-rich lithium-ion batteries, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel manufacturing.
+Added: On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 or DSHMRA.
+Added: The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 199,895 square kilometers.
+Added: The submitted commercial recovery permit application is to secure exploitation rights for a subset of the TMC USA Zone A area covering over 25,160 square kilometers.
+Added: The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules.
+Added: Both Nauru Ocean Resources Inc.
+Added: (NORI) and Tonga Offshore Mining Limited (TOML) continue to hold their exploration licenses granted by the International Seabed Authority (ISA) and continue pursuing their efforts under these licenses.
The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things:
−Removed: financing being arranged by the Company to continue operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules at commercial scale, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental permitting for commercial operations.
+Added: financing being arranged by the Company to continue the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the processing technology for the treatment of polymetallic nodules at commercial scale, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental permitting for commercial operations.
The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
5 unchanged sentences
GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation.
−Removed: In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a routine recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2024 or for any other period.
+Added: In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2025 or for any other period.
These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2024.
−Removed: The Company has applied the same accounting policies as in the prior year, except as disclosed below.
−Removed: Comparative figures reported in the Condensed Consolidated Balance Sheet, for software development costs and equipment, and figures reported in the Condensed Consolidated Statements of Cash Flows, for expenses settled with equity and changes in working capital have been reclassified to conform to the current period’s presentation.
+Added: The Company has applied the same accounting policies as in the prior year.
Use of Estimates
1 unchanged sentence
GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto.
−Removed: Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including the valuation of incentive stock options (Note 11), the valuation of Class A warrants (Note 10) as well as the valuation of private warrants (Note 10), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6).
+Added: Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), valuation of Class B warrants (Note 12) as well as the valuation of private warrants (Note 12), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6).
Actual results could differ materially from those estimates.
10 unchanged sentences
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
+Added: There were no transfers between fair value measurement levels during the three months ended March 31, 2025, and 2024.
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
−Removed: There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2024, and 2023.
−Removed: As at September 30, 2024, and December 31, 2023, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.
−Removed: The financial instruments also include royalty liability, and warrants issued by the Company.
−Removed: These warrants (Note 10) and royalty liability (Note 7) are valued at fair value.
+Added: As at March 31, 2025, and December 31, 2024, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.
+Added: The financial instruments also include royalty liability and warrants which are recorded at fair value as disclosed in Note 7 and Note 12, respectively.
Recent Accounting Pronouncements Issued and Adopted
3 unchanged sentences
On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.
−Removed: For the three and nine months ended September 30, 2024, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totalling $ 2.8 million and $ 9.6 million respectively which were recorded as mining, technological and process development costs within exploration and evaluation expenses (three months and nine months ended September 30, 2023 - $ 1.9 million and $ 4.8 million respectively) (Note 8).
+Added: During the period ended March 31, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 2.3 million, as part of the development of the commercial nodule collection system:
+Added: these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 8) (For three months ended March 31, 2024:
+Added: $ 3.7 million).
Exclusive Vessel Use Agreement with Allseas
−Removed: On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas provided exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System.
−Removed: The Company determined that the Exclusive Vessel Use Agreement with Allseas is a lease agreement, classified as an operating lease.
−Removed: For the three and nine months ended September 30, 2024, the Company has recognized $ 0.5 million and $ 1.4 million, respectively as lease expense recorded as mining, technological and process development within exploration and evaluation expenses.
−Removed: As at September 30, 2024, the net amount of the right-of-use asset is as follows:
+Added: On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier.
+Added: Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.
+Added: For the three months ended March 31, 2025, the Company has recognized $ 0.5 million as lease expense recorded as exploration and evaluation expense (For the three months ended March 31, 2024:
+Added: $ 0.5 million).
Right-of-use Asset
Balance as at December 31, 2023
+Added: Lease expense during the year
+Added: Balance as at December 31, 2024
Lease expense during the period
−Removed: Balance as at September 30, 2024
+Added: Balance as at March 31, 2025
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
1 unchanged sentence
On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A.
−Removed: and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions.
+Added: (“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions.
All amounts drawn under the 2023 Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum payable in cash semi-annually (or plus a margin of 5 % if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January.
1 unchanged sentence
The Company has the right to pre-pay the entire amount outstanding under the 2023 Credit Facility at any time before the 2023 Credit Facility’s maturity.
−Removed: The Company has the ability to settle certain charges under this Credit Facility in cash or equity at the discretion of the Company.
+Added: The Company has the ability to settle certain charges under the 2023 Credit Facility in cash or in equity at the discretion of the Company.
The 2023 Credit Facility also contains customary events of default.
−Removed: On March 22, 2024, the Company entered into the Second Amendment to the Unsecured Credit Facility with the Lender, to extend the Credit Facility to August 31, 2025 and to provide that the underutilization fee thereunder shall cease to be payable after the date on which the Company or the Lender gives notice of termination of the agreement.
−Removed: Under the amended Credit Facility, the Company may borrow from the Lender up to $ 25 million in the aggregate through August 31, 2025.
−Removed: On August 16, 2024, the Company entered into the Third Amendment to the Credit Facility, to increase the borrowing limit of the Credit Facility to $ 27.5 million.
−Removed: Under the terms of the Third Amendment, the borrowing limit will return to $ 25 million upon certain financing events.
−Removed: During the three months and nine months ended September 30, 2024, the Company has not drawn any amount from the Credit Facility and has incurred $ 0.3 million and $ 0.8 million, respectively (three months ended and nine months ended September 30, 2023:
−Removed: $ 0.3 million and $ 0.5 million, respectively) as underutilization fees.
−Removed: On May 27, 2024, the Company entered into a short-term loan agreement with the Lender.
−Removed: In accordance with the agreement, the Lender provided a short-term loan to the Company amounting to $ 2 million (the “Short-Term Loan”) on May 30, 2024.
−Removed: The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8 % per annum.
−Removed: On the maturity date, Company repaid the entire Loan amounting to $ 2 million and the accrued interest amounting to $ 46 thousand.
−Removed: During the three and nine months ended September 30, 2024, the Company incurred $ 32 thousand and $ 46 thousand, respectively as interest expense.
−Removed: On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments SA (the “Allseas Investments”), a company related to Allseas.
−Removed: In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to the Company amounting to $ 5 million (the “Working Capital Loan”) on September 10, 2024, to be used towards general corporate purposes and the repayment of all outstanding amounts under the Short-Term Loan between the Company and the Lender.
−Removed: The Working Capital Loan is payable to the Lender on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”).
+Added: On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the undrawn, unsecured credit facility was cancelled with the only obligation being the underutilization fees amounting to $ 2 million as payable.
+Added: During the three months ended March 31, 2025 and 2024, the Company incurred $ 0.2 million as underutilization fees in both periods.
+Added: On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas.
+Added: In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to the Company of $ 7.5 million (the “Working Capital Loan”) to be used towards general corporate purposes and for the repayment of all outstanding amounts under the Short-Term Loan between the Company and the Lender.
+Added: The Working Capital Loan is payable to Allseas Investments on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”).
The Working Capital Loan will bear interest based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum and is payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0 % if all interest payments are deferred to the Repayment Date, at the Company’s election).
−Removed: During the three and nine months ended September 30, 2024, the Company incurred $ 31 thousand as interest expense.
−Removed: On October 18, 2024, the Company entered into the First Amendment to the Working Capital Loan Agreement with Allseas Investments, resulting in a further draw of $ 2.5 million by the Company and a total Working Capital Loan drawn amount of $ 7.5 million (Note 17).
−Removed: As at September 30, 2024, the total amount payable to Allseas and its affiliates was $ 29.7 million (December 31, 2023:
−Removed: $ 13.8 million).
−Removed: As at September 30, 2024, Allseas and its affiliates owned 53.8 million TMC common shares (2023:
+Added: On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest being repayable on that date.
+Added: For the three months ended March 31, 2025, the Company did not repay any portion of the drawn amount of $ 7.5 million and incurred $ 0.2 million as interest expense.
+Added: As at March 31, 2025, the total amount payable to Allseas and its affiliates was $ 37.1 million, with $ 7.5 million of this amount recorded as short-term debt and the remaining balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 9) (December 31, 2024:
+Added: $ 33.3 million, recorded as accrued liabilities and $ 7.5 million recorded as short-term debt).
+Added: As at March 31, 2025, Allseas and its affiliates owned 53.8 million TMC common shares (2024:
53.8 million TMC common shares) which constituted 15.1 % (December 31, 2024:
15.8 %) of total common shares outstanding.
−Removed: TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
−Removed: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
Investment in Low Carbon Royalties
−Removed: On February 21, 2023 (the “Closing Date”), the Company and its wholly owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties.
+Added: On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties Inc.
+Added: (“Low Carbon Royalties”).
In connection with the Royalty Agreement, NORI contributed a 2 % gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ to Low Carbon Royalties.
−Removed: In consideration of the NORI Royalty, TMC received 35.0 % of the common shares issued by Low Carbon Royalties and $ 5 million in cash, as of the Closing Date.
−Removed: On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America.
−Removed: The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32 % from 35 %.
−Removed: Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $ 9 million as investment in Low Carbon Royalties on the Closing Date.
−Removed: For the three and nine months ended September 30, 2024, the Company’s share of the net loss generated by the Low Carbon Royalties was $ 58 thousand and $ 197 thousand, respectively (share of net loss for three months and nine months ended September 30, 2023:
−Removed: $ 0.1 million and $ 0.5 million respectively).
−Removed: Fair value of NORI Royalty
−Removed: Cash received
−Removed: Cost of Investment on Closing Date
−Removed: Equity-accounted investment loss for the year ended 2023
+Added: In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $ 5 million in cash, as of the Closing Date.
+Added: In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights.
+Added: During the three months ended March 31, 2025, there was no change to the Company’s ownership in Low Carbon Royalties which remained at 32 % (December 31, 2024:
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: For the three months ended March 31, 2025, the Company’s share of the net loss generated by the Low Carbon Royalties was $ 35 thousand (For the three months ended March 31, 2024:
+Added: $ 78 thousand).
Investment as at December 31, 2023
−Removed: Equity-accounted investment loss for the period ended September 30, 2024
−Removed: Investment as at September 30, 2024
+Added: Equity-accounted investment loss for the 2024 year
+Added: Investment as at December 31, 2024
+Added: Equity-accounted investment loss for the period ended March 31, 2025
+Added: Investment as at March 31, 2025
The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”).
2 unchanged sentences
The Company compares the specific characteristics of these transactions to estimate the fair value.
−Removed: The fair value of the royalty liability as at September 30, 2024, remained unchanged at $ 14 million.
−Removed: Financial results of Low Carbon Royalties as at and for the three and nine months ended September 30, 2024 and 2023 are summarized below:
−Removed: As at September 30,
−Removed: As at September 30,
+Added: The fair value of the royalty liability as at March 31, 2025, remained unchanged at $ 14 million.
+Added: Financial results of Low Carbon Royalties as at and for the three months ended March 31, 2025, and 2024 are summarized below:
+Added: As at March 31,
+Added: As at March 31,
Current Assets
1 unchanged sentence
Current Liabilities
−Removed: Three months ended
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
−Removed: September 30,
−Removed: September 30,
+Added: Three months ended March 31,
Royalty Income
1 unchanged sentence
Comprehensive Loss for the Period
−Removed: TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
−Removed: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
Exploration and Evaluation Expenses
The detail of exploration and evaluation expenses is as follows:
−Removed: Three months ended September 30, 2024
−Removed: Environmental Studies
−Removed: Exploration Labor
−Removed: Share-Based Compensation (Note 11)
−Removed: Mining, Technological and Process Development
−Removed: Prefeasibility Studies
−Removed: Sponsorship, Training and Stakeholder Engagement
−Removed: Permit Application Activities
−Removed: Three months ended September 30, 2023
−Removed: Environmental Studies
−Removed: Exploration Labor
−Removed: Share-Based Compensation
−Removed: Mining, Technological and Process Development
−Removed: Prefeasibility Studies
−Removed: Sponsorship, Training and Stakeholder Engagement
−Removed: Nine months ended September 30, 2024
+Added: Three months ended March 31,
Environmental Studies
4 unchanged sentences
Sponsorship, Training and Stakeholder Engagement
−Removed: Permit Application Activities
−Removed: Nine months ended September 30, 2023
−Removed: Environmental Studies
−Removed: Exploration Labor
−Removed: Share-Based Compensation
−Removed: Mining, Technological and Process Development
−Removed: Prefeasibility Studies
−Removed: Sponsorship, Training and Stakeholder Engagement
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: Accounts Payable and Accrued Liabilities
+Added: Accounts payable and accrued liabilities outstanding at March 31, 2025, and 2024 are as follows:
+Added: Accounts Payable
+Added: Accrued Liabilities (1)
+Added: (1) As at March 31, 2025, accrued liabilities included $ 29.6 million related to Allseas (Note 6) (December 31, 2024 - $ 25.8 million).
+Added: Financing Activity
2024 Registered Direct Offering
−Removed: On August 14, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares (“Class A Warrants) (Note 10).
−Removed: Each common share and accompanying Class A Warrant were sold at a price of $ 2.00 per unit.
−Removed: The exercise price to purchase one common share under the Class A warrants is $ 3.00 , subject to adjustment as provided in the warrant agreement.
−Removed: As at September 30, 2024, all common shares and Class A Warrants to purchase common shares under the Registered Direct Offering had been issued and the Company received gross proceeds amounting to $ 24.9 million.
+Added: In the last quarter of 2024, the Company entered into a securities purchase agreement (the “2024 Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) 19,900,000 common shares and issue Class B Warrants to purchase 9,950,000 Common Shares (“Class B Warrants”) (Note 12).
+Added: Each common share and accompanying Class B Warrant were sold at a price of $ 1.00 per unit.
+Added: The exercise price to purchase one common share under the Class B Warrants is $ 2.00 , subject to adjustment as provided in the 2024 Purchase Agreement.
+Added: As at December 31, 2024, 14,900,000 common shares and Class B Warrants to purchase 7,450,000 common shares under the 2024 Registered Direct Offering had been issued following the receipt of gross proceeds of $ 14.9 million.
The Company incurred $ 0.7 million as offering expenses, resulting in net proceeds received of $ 14.2 million.
−Removed: Out of the total net proceeds received of $ 23.6 million, the net proceeds attributable to common shares were $ 18.9 million and the net proceeds attributable to Class A Warrants were $ 4.7 million.
−Removed: The Company issued 15,000,000 common share warrants as part of its predecessor’s initial public offering in May 2020 (“Public Warrants”) and 9,500,000 private placement common share warrants in a private placement simultaneously with the closing of its predecessor’s initial public offering (“Private Warrants”).
+Added: On February 6, 2025, the Company received the final balance of committed funding from the 2024 Registered Direct Offering of $ 5 million and issued 5,000,000 common shares and 2,500,000 Class B Warrants.
+Added: Out of the total $ 5 million net proceeds received in the three months ended March 31, 2025, the net proceeds attributable to common shares were $ 2.2 million and the net proceeds attributable to Class B Warrants were $ 2.8 million (Note 12).
+Added: Shares issued as per At-the-Market Equity Distribution Agreement (“ATM”)
+Added: In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $ 30 million of the Company’s common shares from time to time through an ATM.
+Added: In the three months ended March 31, 2025, the Company issued 2,975,226 common shares (For three months ended March 31, 2024:
+Added: nil ) at an average share price of $ 1.93 , resulting in net proceeds of $ 5.6 million, after incurring $ 0.2 million as commission and fees.
Public Warrants
−Removed: As at September 30, 2024, 15,000,000 (September 30, 2023 - 15,000,000 ) Public Warrants were outstanding.
+Added: As at March 31, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 15,000,000 ).
Public Warrants may only be exercised for a whole number of shares.
1 unchanged sentence
The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.
−Removed: As at September 30, 2024, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.
+Added: As at March 31, 2025, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
Private Warrants
−Removed: As at September 30, 2024, 9,500,000 (September 30, 2023 - 9,500,000 ) Private Warrants were outstanding.
+Added: As at March 31, 2025, 9,500,000 Private Warrants were outstanding (December 31, 2024 – 9,500,000 ).
The exercise price for the Private Warrants is $ 11.50 per common share.
2 unchanged sentences
The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares.
−Removed: The expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $ 18.00 during 20 trading days within any 30 -day trading period and historical volatility of the share price of the common shares.
−Removed: TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
−Removed: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
−Removed: As at September 30, 2024, the fair value of outstanding Private Warrants of $ 0.9 million is recorded as warrants liability.
+Added: The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $ 18.00 over 20 trading days within any 30 -day period, and the historical volatility of the common share price.
+Added: As at March 31, 2025, the fair value of outstanding Private Warrants of approximately $ 1.4 million is recorded as warrants liability.
The following table presents the changes in the fair value of warrants liability:
Warrants liability as at December 31, 2024
−Removed: Decrease in fair value of warrants liability
−Removed: Warrants liability as at September 30, 2024
−Removed: The fair value of the Private Warrants was estimated using the following assumptions:
−Removed: September 30,
+Added: Increase in fair value of warrants liability
+Added: Warrants liability as at March 31, 2025
+Added: As at March 31, 2025, the fair value of the Private Warrants was estimated using the following assumptions:
Exercise price
2 unchanged sentences
Class A Warrants
−Removed: As at September 30, 2024, 6,230,770 (September 30, 2023 – nil ) Class A warrants were outstanding, and the total fair value of the outstanding Class Warrants recorded in additional paid in capital was $ 4.7 million (December 31, 2023 - $ 3.2 million).
−Removed: There were no exercises or redemptions of the Public Warrants, Private Warrants and Class A warrants during the three-month and nine-month period ended September 30, 2024.
+Added: As at March 31, 2025, 6,230,770 Class A Warrants were outstanding (December 31, 2024 – 6,230,770 ).
+Added: Class A Warrants may only be exercised for a whole number of shares.
+Added: The exercise price for the Public Warrants is $ 2 per common share.
+Added: The Class A Warrants will expire on December 31, 2027 or earlier upon redemption or liquidation.
+Added: As at March 31, 2025, the value of outstanding Class A Warrants of $ 5.3 million was recorded in additional paid in capital.
+Added: Class B Warrants
+Added: As a part of the 2024 Registered Direct Offering (Note 10), which closed in November 2024, the Company issued 7,450,000 Class A Warrants to purchase common shares at an exercise price of $ 2.00 per share.
+Added: These Class B Warrants were valued on November 14, 2024, at a fair value of $ 0.60 per warrant, using a Monte Carlo valuation.
+Added: As on December 31, 2024, 7,450,000 Class B Warrants were outstanding, and the Company recorded the fair value of the Class B Warrants amounting to $ 4.4 million as additional paid in capital.
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: During the three months ended March 31, 2025, the Company issued the remaining 2,500,000 Class B Warrants for the purchase of common shares at an exercise price of $ 2.00 per share.
+Added: The Class B Warrants expire 5 years from the issuance date.
+Added: The valuation of the Class B Warrants issued was determined using a Monte Carlo simulation.
+Added: The Class B Warrants were valued as follows:
+Added: Fair value per warrant
+Added: Assumptions used:
+Added: Exercise price
+Added: Call price threshold
+Added: Risk-free rate
+Added: Dividend yield
+Added: The Class B Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $ 5.00 , and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per Warrant Share.
+Added: If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received.
+Added: Similar to the Class B Warrants issued in financial year ended December 31, 2024, the Company classified the Class B Warrants issued in the three months ended March 31, 2025, as equity (per ASC 815) and recorded the fair value of $ 2.8 million as additional paid in capital.
+Added: As at March 31, 2025, the value of the outstanding 9,950,000 Class B Warrants of $ 7.2 million was recorded in additional paid in capital.
+Added: There were no exercises or redemptions of the Public Warrants, Private Warrants, Class A Warrants and Class B Warrants during the three months ended March 31, 2025.
Share-Based Compensation
−Removed: The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of September 30, 2024, is 56,634,518 common shares, including 12,262,348 shares added to the Plan in January 2024 pursuant to the Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company.
−Removed: On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Plan is automatically increased by an amount equal to the lesser of 4 % of the number of outstanding common shares or an amount determined by the board of directors.
−Removed: Share-based awards consisting of Restricted Share Units (STIP and LTIP) and options granted by TMC have been issued under the 2021 Incentive Equity Plan.
−Removed: Stock options
−Removed: As at September 30, 2024, there were 3,940,000 options outstanding under the Company’s 2021 Incentive Plan.
−Removed: During the three and nine months ended September 30, 2024, the Company recognized $ 0.5 million and $ 0.9 million of share-based compensation expense reported as general and administrative expenses in the statement of loss and comprehensive loss.
−Removed: As at September 30, 2024, there were 14,358,468 stock options outstanding under the Company’s 2018 Stock Option Short-Term Incentive Plan (“STIP”) and 9,644,874 stock options outstanding under the Company’s 2018 Stock Option Long-Term Incentive Plan (“LTIP”).
−Removed: The Company has not granted any options under the STIP and LTIP since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued in prior periods under the STIP and LTIP.
+Added: The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides that the aggregate number of common shares reserved for future issuance under the Incentive Plan.
+Added: As at March 31, 2025, there were a total of 70,262,856 common shares reserved for issuance under the Incentive Plan out of which 43,565,373 common shares remained available for future issuances.
+Added: These amounts include 13,628,338 shares added to the Incentive Plan in January 2025 pursuant to the Incentive Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company.
+Added: On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4 % of the number of outstanding common shares or an amount determined by the board of directors.
+Added: Share-based awards consisting of Restricted Share Units (“RSU”) and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan.
+Added: Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”).
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: Stock options
A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows:
+Added: under 2018 Plan
+Added: under 2018 Plan
Incentive Plan
1 unchanged sentence
Outstanding – December 31, 2024
−Removed: Outstanding – September 30, 2024
+Added: Outstanding – March 31, 2025
+Added: During the three months ended March 31, 2025, the Company granted 1,250,000 stock options out of which 500,000 stock options vest in thirds on each anniversary of the grant date.
+Added: The fair value of the stock options vesting in thirds was estimated on the date of grant using the Black-Scholes method and the following weighted average assumptions:
+Added: March 4, 2025
+Added: Exercise price
+Added: Risk-free rate
+Added: Dividend yield
+Added: (1) As there has been no exercise of options granted under the Incentive plan, the expected term was estimated using the simplified method which is calculated as the average of the time to vest for each tranche from the grant date and the 7-year contractual term.
+Added: The remaining 750,000 stock options vest as follows:
+Added: Tranche 1 - 25 % when the Company’s market capitalization equals $ 3 billion;
+Added: Tranche 2 - 35 % when the Company’s market capitalization equals $ 6 billion;
+Added: Tranche 3 – 20 % upon the date that the ISA grants an exploitation contract to the Company;
+Added: Tranche 4 – 20 % upon the commencement of the first commercial production following the grant of the exploitation contract.
+Added: Tranche 1 and Tranche 2 vest based on market conditions of the Company’s market capitalization reaching $ 3 billion and $ 6 billion, respectively.
+Added: Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value.
+Added: The options included in Tranche 1 and Tranche 2 had a grant date fair value of $ 1.09 per share and $ 0.90 per share and derived service periods of 1.40 years and 1.88 years, respectively.
+Added: The Company will expense these awards rateably over the remaining service period.
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: Tranche 3 and Tranche 4 of the stock options granted vest based on the date the ISA grants an exploitation contract and the commencement of commercial production.
+Added: These options are determined to be performance-based awards.
+Added: The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved.
+Added: As the achievement of performance of these conditions at March 31, 2025 was not probable, the Company has not recorded any compensation expense for the performance-based awards.
+Added: The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when the criteria is determined to be probable.
+Added: The fair values of the Tranche 1 and Tranche 2 options were estimated on the date of grant using the Monte Carlo method and the following assumptions:
+Added: March 14, 2025
+Added: Exercise price
+Added: Risk-free rate
+Added: Dividend yield
+Added: During the three months ended March 31, 2025, the Company recognized $ 0.5 million of share-based compensation expense for stock options as general and administrative expenses in the statement of loss and comprehensive loss (For the three months ended March 31, 2024, the Company recognized $ 47 thousand of share-based compensation expense for stock options of which $ 14 thousand was related to exploration and evaluation activities and $ 33 thousand was related to general and administrative expenses).
+Added: The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods.
Restricted Share Units (“RSU”)
1 unchanged sentence
On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date.
−Removed: A summary of the RSU activity during the nine-month period ended September 30, 2024, is presented in the table below:
+Added: A continuity schedule summarizing the RSU activity is as follows:
Number of RSUs
1 unchanged sentence
( 10,734,581 )
−Removed: Outstanding – September 30, 2024
+Added: Outstanding – December 31, 2024
+Added: ( 7,933,336 )
+Added: Outstanding – March 31, 2025
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
−Removed: The details of RSUs granted by the Company during the three months and nine months ended September 30, 2024 are as follows:
−Removed: ended September 30,
−Removed: ended September 30,
−Removed: ended September 30,
−Removed: ended September 30,
+Added: The details of RSUs granted by the Company during the period are as follows:
+Added: ended March 31,
+Added: ended March 31,
Vesting Period
Vesting Immediately (1)
−Removed: Vesting fully on the first anniversary of the grant date (2)
+Added: Vesting fully within the first anniversary of the grant date (2)
Vesting in thirds on each anniversary of the grant date (3)
Vesting in fourths on each anniversary of the grant date
−Removed: Vesting based on market conditions (4)
+Added: Vesting based on performance conditions
Total Units Granted
−Removed: Of the 160,823 RSUs vesting immediately on the grant date issued during the three months ended September 30, 2024, the Company granted 147,549 RSUs to consultants (three months ended September 30, 2023:
−Removed: nil ) resulting in $ 0.2 million, charged as general and administrative expenses for the three months ended September 30, 2024 (three months ended September 30, 2023:
−Removed: Of the 4,167,518 RSUs vesting immediately on the grant date issued during the nine months ended September 30, 2024, the Company granted 351,034 RSUs, to consultants (nine months ended September 30, 2023:
−Removed: 23,438 RSUs) resulting in $ 0.5 million, charged as general and administrative expenses (nine months ended September 30, 2023:
−Removed: $ 23 thousand charged as general and administrative expenses).
−Removed: During the three and nine months ended September 30, 2024, the Company also granted 13,274 RSUs and 79,771 RSUs, respectively, to consultants as a prepayment for their services (three and nine months ended September 30, 2023:
−Removed: nil and 15,625 units, respectively).
−Removed: Of the 4,167,518 RSUs vesting immediately on grant date, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $ 4.1 million, at a weighted average grant date fair value of $ 1.44 per RSU.
−Removed: Of the 493,430 units granted during the nine months ended September 30, 2024, an aggregate amount of 476,189 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2025 annual shareholders meeting.
−Removed: The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.7 million.
−Removed: The remaining 17,241 units were granted to a director as annual fees for consulting services to be provided, which were fair valued at $ 25 thousand.
−Removed: Of the 7,212,375 units granted during the nine months ended September 30, 2024, the Company granted 7,144,348 RSUs, as payment for the 2023 LTIP awards (nine months ended September 30, 2023:
+Added: (1) Of the 2,619,585 RSUs granted during the three months ended March 31, 2025, 2,469,585 RSUs were issued to settle liabilities with a carrying amount of $ 4.1 million, at a weighted average grant date fair value of $ 1.68 per RSU.
+Added: In addition, during the three months ended March 31, 2025, the Company granted 150,000 RSUs, to consultants (three months ended March 31, 2024:
+Added: 46,333 RSUs) resulting in $ 0.3 million, charged as general and administrative expenses (three months ended March 31, 2024:
+Added: $ 0.1 million charged as general and administrative expenses).
+Added: (2) During the three months ended March 31, 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $ 24 thousand charged as general and administrative expenses.
+Added: (3) The Company granted 8,818,935 RSUs, as payment for the 2024 LTIP awards (three months ended March 31, 2024:
7,144,348 RSUs were issued as payment for the 2023 LTIP awards).
−Removed: The remaining 68,027 units were granted to a non-employee director of the Company as an initial grant, as prescribed under the Company’s Non-employee Director Compensation Policy.
−Removed: TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
−Removed: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
−Removed: On April 16, 2024, the Company entered into a new employment agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman under which the Company granted Mr.
−Removed: Barron a one-time signing bonus award of 20,000,000 market-based restricted stock units (the “Signing RSUs”) of the Company’s common shares.
−Removed: The Signing RSUs will vest upon the Company’s common shares achieving the following closing prices per share, based on the trailing 30 - day average price (the “Closing Price”), on or prior to April 16, 2029, subject to Mr.
−Removed: Barron’s continued service with the Company on the applicable vesting date:
−Removed: one -third of the Signing RSUs vest on achievement of a Closing Price of $ 7.50 ;
−Removed: one -third of the Signing RSUs vest on achievement of a Closing Price of $ 10.00 ;
−Removed: and one -third of the Signing RSUs vest on achievement of a Closing Price of $ 12.50 (each subject to equitable adjustment for any stock splits, combinations, reclassifications, stock dividends and the like).
−Removed: Pursuant to the 2024 Barron Employment Agreement, Mr.
−Removed: Barron has agreed not to sell any of the common shares issuable upon vesting of the Signing RSUs until after the fifth anniversary of entering into the 2024 Barron Employment Agreement.
−Removed: The grant date fair value of all RSUs, apart from the Signing RSUs, is equivalent to the closing share price of the Company’s common shares on the date of grant.
−Removed: The grant date fair value of the RSUs vesting based on market conditions was determined using the Monte-Carlo valuation method.
−Removed: During the three and nine months ended September 30, 2024, a total of $ 5.6 million and $ 14.1 million, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and nine months ended September 30, 2023:
−Removed: $ 2.4 million and $ 6.4 million, respectively).
−Removed: For the three and nine months ended September 30, 2024, share-based compensation expense related to exploration and evaluation activities amounted to $ 3.2 million and $ 7.6 million, respectively, (three and nine months ended September 30, 2023 - $ 1.4 million and $ 3.6 million, respectively).
−Removed: The amount of share-based compensation expense related to general and administration matters for three and nine months ended September 30, 2024 was $ 2.4 million and $ 6.5 million, respectively (three and nine months ended September 30, 2023 - $ 1 million and $ 2.8 million, respectively).
−Removed: As at September 30, 2024, total unrecognized share-based compensation expense for RSUs was $ 26 million (December 31, 2023 - $ 6.9 million).
−Removed: As at September 30, 2024, an aggregate of 137,760 vested RSUs were being processed and due to be converted into common shares.
+Added: The grant date fair value of all RSUs granted in three months ended March 31, 2025, is equivalent to the closing share price of the Company’s common shares on the date of grant.
+Added: During the three months ended March 31, 2025, a total of $ 5.4 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2024:
+Added: $ 3.2 million) of which share-based compensation expense related to exploration and evaluation activities amounted to $ 1.9 million (three months ended March 31, 2024 - $ 1.2 million) and share-based compensation expense related to general and administration matters amounted to $ 3.5 million (three months ended March 31, 2024 - $ 2 million).
+Added: As at March 31, 2025, the total unrecognized share-based compensation expense for RSUs was $ 29.4 million (December 31, 2024 - $ 20.5 million).
+Added: As at March 31, 2025, an aggregate of 64,727 vested RSUs were being processed and due to be converted into common shares.
Employee Stock Purchase Plan
On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting.
−Removed: As of September 30, 2024, there were 10,998,032 common shares reserved for issuance under the ESPP.
+Added: As at March 31, 2025, there were 14,055,707 common shares reserved for issuance under the ESPP.
This included 3,407,085 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision.
Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1 % percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.
−Removed: During the three and nine months ended September 30, 2024, a total of $ 3 thousand and $ 33 thousand, respectively, was charged to the condensed consolidated statement of loss and comprehensive loss (for three and nine months ended September 30, 2023:
−Removed: $ 28 thousand and $ 47 thousand, respectively) as share-based compensation expense for ESPP issuances.
−Removed: For the three and nine months ended September 30, 2024, a total of $ 2 thousand and $ 17 thousand, respectively, of this recognized share-based compensation expense was related to exploration and evaluation activities (three and nine months ended September 30, 2023 - $ 19 thousand and $ 26 thousand, respectively).
−Removed: The amount of this share-based compensation expense related to general and administration matters for three and nine months ended September 30, 2024 was $ 1 thousand and $ 16 thousand, respectively (three and nine months ended September 30, 2023 - $ 9 thousand and $ 21 thousand, respectively).
−Removed: On May 31, 2024, the Company issued 27,394 common shares to its employees, thereby converting employee payroll contributions over the previous six months into shares, as prescribed in its ESPP program (in the three and nine months ended September 30, 2023, 83,572 common shares were issued).
+Added: During the first quarter of 2025, a total of $ 1 thousand (three months ended March 31, 2024:
+Added: $ 9 thousand) was recorded as exploration and evaluation expenses in the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company.
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
−Removed: Shares issued as per At-the-Market Equity Distribution Agreement (“ATM”)
−Removed: In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $ 30 million of the Company’s common shares from time to time through an ATM.
−Removed: During the three and nine months ended September 30, 2024, the Company issued 1,617,000 common shares and 3,251,588 common shares, respectively.
−Removed: For three and nine months ended September 30, 2024, the common shares were issued at an average share price of $ 1.45 and $ 1.53 , respectively resulting in net proceeds amounting to $ 2.3 million and $ 4.9 million, after incurring $ 71 thousand and $ 113 thousand, respectively, as commission and fees.
Loss per Share
3 unchanged sentences
Anti-dilutive equivalent common shares were as follows:
−Removed: Nine months ended
−Removed: Nine months ended
−Removed: September 30,
−Removed: September 30,
+Added: Three months ended
+Added: Three months ended
Outstanding options to purchase common shares
5 unchanged sentences
Related Party Transactions
−Removed: One of the Company’s subsidiaries has a consulting agreement with SSCS Pte.
−Removed: (“SSCS”) to manage offshore engineering studies.
−Removed: A director of DGE is employed through SSCS.
−Removed: Consulting services during the three and nine months ended September 30, 2024 totaled $ 25 thousand and $ 75 thousand, respectively (three and nine months ended September 30, 2023 - $ 40 thousand and $ 177 thousand, respectively).
−Removed: Consulting services provided for three and nine months ended September 30, 2024 amounting to $ 17 thousand $ 52 thousand, respectively (three and nine months ended September 30, 2023 - $ 55 thousand and $ 165 thousand, respectively), are disclosed as exploration labor within exploration and evaluation expenses (Note 8).
−Removed: Consulting services amounting to $ 8 thousand and $ 23 thousand, respectively, for three and nine months ended September 30, 2024 are disclosed as general and administrative expenses (three and nine months ended September 30, 2023 - $ 8 thousand and $ 36 thousand, respectively).
−Removed: As at September 30, 2024, the amount payable to SSCS was $ 17 thousand (December 31, 2023 - $ 17 thousand).
−Removed: One of the Company’s directors who was appointed at the Company’s annual general meeting held on May 31, 2024 is the Chairman of Stonehaven Campaigns Limited and Robertsbridge Consultants Limited, which provide the Company with consulting services.
−Removed: During the three and nine months ended September 30, 2024, Stonehaven Campaigns Limited provided consulting services amounting to $ 6 thousand and $ 18 thousand, respectively, recorded in general and administrative expenses.
−Removed: During the three and nine months ended September 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $ 16 thousand and $ 21 thousand, respectively, recorded in general and administrative expenses.
−Removed: As at September 30, 2024, the amount payable to both Stonehaven Campaigns Limited and Robertsbridge Consultants Limited was $ 18 thousand and $ 16 thousand, respectively.
−Removed: On January 30, 2024, as part of the Registered Direct Offering (Note 9), the Company received the remaining committed funding of $ 9 million from ERAS Capital LLC, the investment fund of one of the Company’s directors.
−Removed: TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
−Removed: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $ 20 million in the aggregate ( $ 10 million from each of the 2024 Lenders), from time to time, subject to certain conditions.
1 unchanged sentence
The Company will pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility.
−Removed: The Company has the right to pre-pay the entire amount outstanding under the 2024 Credit Facility at any time, before the 2024 Credit Facility’s maturity of December 31, 2025.
The 2024 Credit Facility also contains customary events of default.
−Removed: The 2024 Credit Facility will terminate automatically if the Company or any of its subsidiaries raise at least $ 50 million in the aggregate (i) through the issuance of any of the Company’s or its subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement.
On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $ 25 million in the aggregate ($ 12.5 million from each of the 2024 Lenders).
−Removed: Under the terms of the First Amendment, the borrowing limit will return to $ 20 million in the aggregate ($ 10 million from each of the 2024 Lenders) upon certain financing events.
On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $ 38 million in the aggregate ($ 19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025 .
−Removed: During the three and nine months ended September 30, 2024, the Company has drawn from the 2024 Credit Facility $ 0.3 million and $ 4.2 million, respectively, and incurred $ 96 thousand and $ 146 thousand, respectively, as interest expense.
−Removed: During the three and nine months ended September 30, 2024, the Company incurred $ 0.2 million and $ 0.4 million, respectively, as underutilization fees, which would be payable only in the event the 2024 Credit Facility is not drawn down upon at the time such fees are payable.
−Removed: During the three and nine months ended September 30, 2024, the Company repaid interest amounting to $ nil and $ 25 thousand, respectively, and underutilization fees amounting to $ nil and $ 0.1 million, respectively to the 2024 Lenders.
−Removed: On October 9, 2024, the Company drew $ 0.1 million from the 2024 Credit Facility.
−Removed: Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6 and issued share-based grants to the Company’s directors which are detailed in Note 11.
+Added: As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5 % on any undrawn amounts under the 2024 Credit Facility.
+Added: On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $ 44 million in the aggregate ($ 22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026 .
+Added: As per the Third Amendment to the 2024 Credit Facility, the 2024 Lenders have an option to terminate the credit facility upon certain financing events.
+Added: During the three months ended March 31, 2025, the Company repaid $ 1.8 million of the drawn amount and did not draw from the 2024 Credit Facility any further (For three months ended March 31, 2024, the Company did not draw or repay any amounts from the 2024 Credit Facility).
+Added: For the first quarter of 2025, the Company incurred $ 0.1 million as interest expense and $ 0.5 million as underutilization fees (For first quarter of 2024, the interest amounted to nil and underutilization fees amounted to $ 22 thousand).
+Added: During the three months ended March 31, 2025, the Company repaid interest amounting to $ 0.1 million (For three months ended March 31, 2024:
+Added: Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6.
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
Contingent Liabilities
−Removed: On January 23, 2023, certain investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
+Added: On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director in federal district court for the Eastern District of New York, captioned Caper v.
+Added: TMC The Metals Company Inc.
+Added: F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about the Company’s operations and prospects during the period from March 4, 2021 and October 5, 2021.
+Added: On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v.
+Added: TMC the Metals Company, Inc.
+Added: These cases have been consolidated.
+Added: On March 6, 2022, a lead plaintiff was selected.
+Added: An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings.
+Added: The Company denies any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit.
+Added: On July 12, 2023, an oral hearing on the motion to dismiss was held.
+Added: The parties are currently awaiting a ruling.
+Added: There is no assurance, however, that the Company or the other defendants will be successful in the Company’s defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter.
+Added: Such losses or range of possible losses cannot be reliably estimated.
+Added: A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.
+Added: We understand that Mr.
+Added: Leonard is now deceased.
+Added: As of the date of this filing, plaintiffs have not filed a motion to substitute his estate, and it is unclear whether they intend to continue the claims against his estate.
+Added: On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
Sustainable Opportunities Acquisition Corp.
6 unchanged sentences
On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim.
−Removed: The Company filed a notice of appeal regarding the Court’s denial of its motion to dismiss the breach of the Subscription Agreement claim in March 2024 and the appeal was heard by the Court on November 8, 2024.
−Removed: The parties are currently awaiting a ruling.
−Removed: There is no assurance that the Company will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: The Company filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim.
+Added: The appeal was heard on November 8, 2024.
+Added: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.
+Added: There is no assurance that the Company will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
Such losses or range of possible losses cannot be reliably estimated.
TMC the metals company Inc.
−Removed: Notes to Condensed Consolidated Financial Statements
+Added: Notes to Interim Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: On November 8, 2024, a shareholder filed a putative class action against the Company and certain of its executives in federal district court for the Central District of California, captioned Lin v.
+Added: TMC The Metals Company Inc., Gerard Barron, and Craig Shesky.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc.
+Added: and the derecognition of the capitalized exploration contract related to NORI.
+Added: The alleged misstatements and omissions pertain to the Company’s initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024.
+Added: The complaint purports to represent a class of shareholders who acquired the Company’s securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings.
+Added: On February 6, 2025, the Court appointed a lead plaintiff.
+Added: An amended complaint was filed on March 6, 2025.
+Added: Pursuant to court-approved scheduling, the Company filed a motion to dismiss on April 10, 2025.
+Added: The lead plaintiff is expected to file an opposition by May 15, 2025, and the Company is expecting to reply by June 5, 2025.
+Added: The Company intends to defend against the lawsuit.
+Added: There can be no assurance, however, that the Company will be successful in its defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.
+Added: Fair Value Accounting
+Added: The following tables set forth the Company’s assets and liabilities measured at fair value (Note 4):
+Added: Fair Value at March 31, 2025
+Added: Receivables and prepayments
+Added: Exploration contracts
+Added: Right of use asset
+Added: Accounts payable and accrued liabilities
+Added: Short-term debt
+Added: Deferred tax liability
+Added: Royalty liability
+Added: Warrants liability
+Added: TMC the metals company Inc.
+Added: Notes to Interim Condensed Consolidated Financial Statements
+Added: (in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
+Added: Fair Value at December 31, 2024
+Added: Receivables and prepayments
+Added: Exploration contracts
+Added: Right of use asset
+Added: Accounts payable and accrued liabilities
+Added: Short-term debt
+Added: Deferred tax liability
+Added: Royalty liability
+Added: Warrants liability
Segmented Information
The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules.
+Added: Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:
Subsequent Events
−Removed: On November 14, 2024, the Company entered into a securities purchase agreement with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering.
−Removed: The offering price was $ 1.00 per Share (gross proceeds of $ 17.5 million), with each Share including an accompanying Class B Warrant to purchase 0.5 common shares.
−Removed: The Class B Warrants are exercisable immediately upon issuance at a price of $ 2.00 per share and expire five years from issuance.
−Removed: The Class B Warrants include customary anti-dilution protections and a repurchase feature, permitting the Company to repurchase the warrants for $ 0.0001 per Common Share underlying the Class B Warrants if the volume-weighted average price of the Company’s common shares exceeds $ 5.00 per share for each trading day in a consecutive 30 -trading-day period.
−Removed: Upon closing of the Offering, under the terms of the Third Amendment, the borrowing limit under the Allseas Credit Facility will return to $ 25 million.
−Removed: On November 14, 2024, DeepGreen Engineering Pte.
−Removed: (“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.
−Removed: The termination will take effect two months from the date of the notice, on January 14, 2025.
−Removed: The impact of the cancellation of this agreement will not have a material impact on the Company’s financial results.
+Added: On May 12, 2025, the Company entered into a securities purchase agreement with certain new and existing investors, including an existing strategic investor, for the sale of an aggregate of 12,333,333 common shares (the "Shares") and accompanying Class C warrants (the "Class C Warrants"), in a registered direct offering.
+Added: The offering price was $ 3.00 per Share (gross proceeds of $ 37.0 million), with each Share including an accompanying Class C Warrant to purchase one common share.
+Added: The Class C Warrants are exercisable immediately upon issuance at a price of $ 4.50 per share and expire three years from issuance.
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.