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Item 1. Business

2026-03-31 compared with 2025-03-27 · 655 added, 475 removed, 297 unchanged (79% 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”), approximately 1,500 miles (or 2,400 kilometers) south-west of San Diego, California.

We are a deep seabed minerals developer focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“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, 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 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 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 UNCLOS.

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 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 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.

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

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

The four metals and REEs contained in the polymetallic nodules are on the U.S.

Department of Interior’s “2025 List of Critical Minerals, with end-uses in strategic sectors including semiconductors and AI data centers, steel manufacturing, the defense and marine industrial base.

Nickel was included on the list of 13 minerals selected by the U.S.

Department of War in March 2026 for targeted procurement efforts through the Defense Industrial Base Consortium.

Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped resource of several 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 initially produce nickel-, cobalt- and copper-bearing intermediate and metal cathode products as well as a manganese silicate product of approximately 40% manganese comparable to medium-grade manganese ore.

Once in production, we may explore expanding into other product formats including silicomanganese alloy, battery-grade sulfates and precursor Cathode Active Materials (pCAM), as well as extracting REEs contained in nodules.

We are now in the development stage following the release of the results of a pre-feasibility study on one of our development areas in a report titled S-K 1300 Prefeasibility Study for NORI Area D:

Technical Report Summary , dated August 4, 2025, prepared by AMC Consultants Pty Lt.

and other qualified persons (the “NORI-D PFS”), which declared the world’s first mineral reserves for a seafloor polymetallic nodule project demonstrating the project’s economic viability.

We also recently released an initial assessment of our other development areas in a report titled S-K 1300 Technical Report Summary—Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone , dated August 4, 2025, prepared by AMC Consultants Pty Lt.

and other qualified persons (the “TOML and NORI IA” together with the NORI-D PFS, the “Technical Reports”).

We have yet to obtain a commercial recovery permit or other related offshore and onshore permits from the regulators.

Additionally, we do not yet hold the environmental or other permits required to construct and operate commercial-scale polymetallic nodule processing and refining facilities on land.

Two parallel regulatory regimes exist to regulate deep seabed exploration and extraction activities in the high seas.

The United States adopted the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”), a U.S.

domestic statute administered by the U.S.

Department of Commerce through the National Oceanic and Atmospheric Administration (“NOAA”) to regulate deep-sea mining activities of its citizens in the high seas.

NOAA implemented regulations for exploration licenses in 1981 and for commercial recovery permits in 1989 and amended these regulations introducing a consolidated exploration license and commercial recovery permit application process in 2026.

In parallel, the International Seabed Authority (“ISA”), comprised today of 171 countries and the European Union was established in 1994, pursuant to the United Nations Convention on the Law of the Sea (“UNCLOS”) to regulate deep seabed exploration and exploitation activities of the nationals of Member States.

The ISA has adopted exploration regulations in 2000 (amended in 2013 and 2014) and issued 19 polymetallic nodule exploration contracts (17 of which are located in the CCZ) but has been unable to adopt the final exploitation regulations, standards and guidelines despite initiating work in 2014.

Almost 30 countries, including the United States, have not ratified UNCLOS and are not Member States of the ISA.

The United States has remained a persistent objector to UNCLOS ratification, primarily due to its Part XI seabed mining provisions.

TMC’s properties under two parallel regulatory regimes and technical reports

The table below provides an overview of the properties that TMC holds or has applied for through its subsidiaries NORI, TOML and TMC USA) with both regulators, ISA and NOAA.

It also shows what areas are covered by our technical reports and lifecycle assessments (“LCAs”).

We continue focusing on advancing our commercial production strategy under the DSHMRA regime.

In April 2025, our wholly owned subsidiary, The Metals Company USA, LLC, (“TMC USA”), submitted two exploration license applications (covering 187,017 square kilometers in the CCZ referred to as TMC USA-A and TMC USA-B) and one commercial recovery permit application (covering 25,160 square kilometers in the CCZ referred to as TMC USA-A) to NOAA.

Following the introduction of the consolidated application process by NOAA in January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application covering a subset of TMC USA-A area previously applied over in April 2025.

The application areas in total are estimated to hold approximately 1.639 billion wet tonnes of measured, indicated and inferred mineral resources.

Together, the mineral resources are estimated to contain approximately 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt, and 345 million tonnes of manganese.

We believe that DSHMRA provides a viable and robust regulatory path to commercial production, distinct from the ISA regime under UNCLOS, which despite expectations to the contrary, has repeatedly failed to adopt the Regulations and Standards and Guidelines on the Exploitation of Mineral Resources in the Area.

On April 24, 2025, the Executive Order 14825, titled “Unleashing America’s Offshore Critical Minerals and Resources” directed the Commerce Secretary to implement an expedited permitting process under DSHMRA.

In addition to directing the International Development Finance Corporation, Export-Import Bank and Trade and Development Agency to identify tools to support this new industry, the Executive Order instructed the Departments of War and Energy to assess the use of the National Defense Stockpile for nodule-derived minerals and of entering into offtake agreements for the procurement of these minerals.

These departments were also directed to review and support domestic processing capabilities for seabed mineral resources.

At the same time as we pursue the U.S.

regulatory pathway, we continue to maintain our ISA contracts and comply with all of our contractual obligations under the ISA system.

While the ISA does not have jurisdiction over activities conducted under the regulatory authority of the United States, we maintain two ISA exploration contracts in the CCZ, one held by our subsidiary Nauru Ocean Resources Inc.

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

Operations by NORI and TOML in the CCZ are being conducted under our ISA exploration contracts and will be conducted under these contracts until TMC USA receives an exploration license or commercial recovery permit under DSHMRA from NOAA.

We have key strategic partnerships with (i) Allseas, a leading global offshore engineering contractor, which developed and tested a pilot collection system, and is now modifying it into the first commercial production system, (ii) Pacific Metals Co.

(“PAMCO”), an experienced Japanese ferronickel producer, which is responsible for pre-feasibility and feasibility studies on nodule processing at their smelting facilities in Hachinohe, Japan, (iii) Korea Zinc, a world leader in non-ferrous metal refining and precursor Cathode Active Material (“pCAM”) technology, partnering to advance development in the U.S., (iv) Mariana Minerals, a software-first mineral developer and operator working as part of TMC USA’s owners’ team to accelerate the development of potential domestic onshore processing and refining facilities (“Mariana”) and (v) Glencore International AG (“Glencore”) which holds offtake rights to 50% of the NORI nickel and copper production if produced from a TMC-owned or controlled facility.

In addition, we are working with engineering firm Hatch Ltd.

(“Hatch”) and consultants Kingston Process Metallurgy Inc.

(“KPM”) to develop, test and engineer 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 facilities in Pennsylvania, USA and XPS’ (Glencore subsidiary) facilities in Ontario, Canada;

and later at industrial scale at PAMCO’s facilities in Hachinohe, Japan.

The matte refining stages have been tested at an SGS facility in Lakefield Canada with positive results.

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

On March 19, 2026, we signed a Strategic Partnership Agreement with Mariana focusing on the potential development of a nodule processing and refining facility in the Port of Brownsville, Texas as part of our owner’s team.

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

(i) further refine our project economics, (ii) complete the development of and commission a commercial offshore nodule collection system, (iii) continue to assess the environmental, social and cultural impacts of offshore nodule collection, and (iv) secure existing foreign and/or develop new domestic U.S.

onshore facilities to process collected polymetallic nodules into a manganese silicate product, an intermediate nickel-copper-cobalt matte product and end-products of nickel, cobalt and copper metal.

Polymetallic Nodules

Deep-sea polymetallic nodules form on and just below the sediment-covered seafloor of the abyssal plains.

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.

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.

Nodules also contain meaningful quantities of REEs, which we may explore extracting after we begin commercial activities.

Polymetallic nodules in the CCZ possess the following characteristics:

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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.

In order to extract nickel, copper, cobalt and manganese from land ores, at least three different mines would typically be needed.

Mine development often involves social displacement and impacts on Indigenous people as well as deforestation, destruction of carbon sinks and biodiversity loss.

3 unchanged sentences

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.

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.

If our nodules are to be processed and refined in the United States, we can also compress the length of current supply chain that some materials need to travel before reaching the United States from 50,000 down to 3,800 nautical miles, while reducing dependency on China which currently dominates refining these critical metals, including through Chinese-owned businesses in jurisdictions like Indonesia and the Democratic Republic of Congo (“DRC”).

Market Opportunity

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.

The minerals contained in polymetallic nodules (copper, nickel, manganese, cobalt and REEs) are classified as critical by the United States, meaning they are both essential to the country’s welfare and face considerable supply chain vulnerabilities.

In 2025, the United States imported 100% of primary nickel, cobalt and manganese and 46% of primary copper.

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.

while it 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.

government to combat critical mineral concentration including an Executive Order establishing a national energy emergency inclusive of mineral development and processing, unleashing offshore minerals, 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.

We believe it is important to ensure that these large amounts of critical metals contained in nodules are sourced economically and with the lowest possible impacts on people and nature.

As the global supply of ore remains concentrated in high-biodiversity areas, high-grade ore remains limited or declining 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, in line with current predictions by many metal analysts.

Critical metals contained in nodules are used across key sectors viewed as strategic by the United States’ government:

● Semiconductors and AI Data Centers :

Copper, nickel, cobalt and manganese are integral to semiconductor devices (e.g., chips, transistors) and the equipment used to manufacture them (e.g., deposition tools, etching systems).

While not primary constituents of semiconductor wafers themselves, these materials enable advanced fabrication processes, interconnects, and component durability.

At a functional level, copper is the most widely used for conductivity in devices, cobalt enhances interconnect reliability in advanced nodes, nickel provides barrier and plating functions, and manganese supports emerging memory technologies.

Copper is also foundational for power transmission, wiring, busbars, heat exchangers, and cooling systems in hyperscale facilities, with AI-driven data centers projected to consume up to 500,000 tonnes annually by 2030 due to their electricity intensity and thermal management needs.

Nickel enhances anticorrosive coatings for connectors and battery terminals, while also contributing to structural alloys and electroplating for corrosion resistance in server components.

Cobalt improves battery stability and longevity in uninterruptible power supplies (UPS) using lithium-ion technologies and supports high-performance electronic components under thermal stress.

Manganese bolsters mechanical strength in alloys for server racks and infrastructure and is integral to nickel-manganese-cobalt (NMC) cathode chemistries in backup batteries for reliable energy storage during outages.

● Energy and Grid Infrastructure :

Copper enables efficient electrical grids, transformers, and wiring for new power plant integration and transmission.

Manganese enhances steel alloys for transmission towers, and geothermal well casings;

nickel and cobalt form superalloys for high-efficiency generators and turbines in hydroelectric, solar and nuclear reactors (e.g., for control rods and vessel linings resistant to radiation and high temperatures), and geothermal systems, improving durability, corrosion resistance, and energy output in harsh environments.

● Aerospace and Defense :

Nickel and cobalt are critical for high-temperature superalloys in jet engines and turbine blades, enabling superior heat resistance and performance in aircraft and missiles;

manganese strengthens structural steels for airframes and armor;

copper provides essential conductivity in avionics wiring and electrical systems, supporting radar and communication equipment.

● Steel Manufacturing :

Manganese is a key alloying element for deoxidizing, desulfurizing, and strengthening steel, making it tougher, more impact-resistant, and essential in low-carbon and high-strength steels (up to 1.8% content in specialized varieties used in pipelines and transportation).

Nickel enhances stainless steel’s corrosion resistance, strength, and ductility.

Cobalt contributes to high-strength and oxidation-resistant alloys.

Copper is occasionally alloyed to improve weather resistance in certain steels.

● Shipbuilding and Marine Applications :

Copper-nickel alloys are ideal for hull cladding, seawater piping, propellers, and intakes due to their superior corrosion resistance, biofouling prevention, and durability in marine environments, reducing maintenance and fuel costs.

Manganese strengthens structural steels for hulls and frameworks;

nickel and cobalt enhance alloys for valves, pumps, and high-stress components in offshore platforms and naval vessels.

● Batteries :

Nickel, cobalt, and manganese are essential for high-energy-density lithium-ion batteries that boost range and stability in electric vehicles (“EVs”) and other battery-powered applications like drones and robots.

Copper supports wiring, motors, and charging infrastructure.

● Chemical and Industrial Applications :

All four metals found in nodules serve as catalysts in chemical processes (e.g., cobalt and nickel in hydrogenation);

alloys for corrosion-resistant equipment (nickel and manganese in stainless steel);

and specialized components like copper in heat exchangers and cobalt in pigments, enhancing efficiency in manufacturing, oil refining, and environmental technologies.

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.

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

Stainless steel (66%), batteries (15%), non-ferrous (aerospace & defense) (8%), electroplating (5%), alloy steel (3%), foundry & castings (1%), other (2%) 1

Electrical Infrastructure (30%), construction (24%), consumer appliances and goods (21%), transport (14%), industrial machinery (6%), other diverse uses (5%) 2

EV batteries (42%), portable device batteries (30%), superalloys (9%), hard metals (4%), pigments & ceramics (4%), catalysts (3%), magnets (2%), other (6%) 3

Steel (96%), batteries (3%), agricultural products (1%) 4

Global Demand by Sector

The below charts provided by Benchmark Mineral Intelligence (“Benchmark Mineral”) and CRU International Limited (“CRU”) show increasing global demand by end-use application for nickel, copper, cobalt and manganese, through 2040.

Benchmark Mineral is a leading London-based agency providing specialized, independent intelligence, price reporting, and consultancy for the lithium-ion battery and electric vehicle (EV) supply chain, while CRU is a global, independent provider of market insights with comprehensive services for the manganese market.

Metals contained in polymetallic nodules serve a wide variety of applications as evidenced by the demand by sector graphs below:

increasing battery demand is a key driver for all metals while steel production and electrical infrastructure continue to underpin nickel and manganese, and copper demand, respectively.

Benchmark Mineral Intelligence, Q4 2025 Forecasts for nickel and cobalt, February 2026 Forecast for copper

1 Benchmark Mineral Intelligence Nickel Forecast, 2025 global data

2 Benchmark Mineral Intelligence Copper Forecast, 2025 global data

3 Benchmark Mineral Intelligence Cobalt Forecast, 2025 global data

4 IGF Critical Mineral Insights, page 2:

afdb.org/sites/default/files/documents/publications/manganese_factsheet_copy_1.pdf.

Manganese (kt)

CRU Consulting Preliminary market research report, September 24, 2024, licensed for public use

Key Drivers of Metal Demand

In the coming decade, global critical mineral demand is forecast to grow as mineral-intensive technologies and infrastructure become more widely used.

At the same time, minerals to power infrastructure and energy systems could face double-digit percent supply shortfalls.

Metals contained in polymetallic nodules are used in a wide variety of applications including but not limited to energy, infrastructure, defense, manufacturing, non-ferrous (super) alloys, and lithium-ion batteries.

Energy and Infrastructure

Global steel production is projected to grow by 8% through 2030, to 2 billion tonnes;

5 while production in certain regions saw a decline in 2025, production in the United States and India increased (3.1% and 10.4%, respectively).

It is projected that demand for steel in the United States will grow by 40% by 2035.

6 66% of global nickel demand and over 90% of global manganese demand is driven by steel production which is critical to energy and industrial infrastructure.

7 Furthermore, as artificial intelligence (AI) workloads grow, data centers are poised to become one of the most mineral-intensive components of the digital economy, increasing from 440,000 tonnes in 2025 to around 690,000 tonnes of copper by 2030.

More broadly, copper is foundational for power transmission, wiring, busbars, heat exchangers, and cooling systems in hyperscale facilities.

These systems and supporting infrastructure cannot be constructed without the metals contained in CCZ polymetallic nodules.

Non-Ferrous Alloys

Nickel and cobalt are critical to produce superalloys necessary for the aviation industry, power generation, and a wide variety of engineered parts including marine structures.

Nickel forms the fundamental matrix of most superalloys, maintaining mechanical integrity, while cobalt enhances corrosion resistance.

Copper is also used for corrosion protection in specialty alloys.

While not the largest end-use of metals found in polymetallic nodules by volume, nickel, cobalt and to a lesser extent copper are irreplaceable inputs to alloys used in industrial, energy and defense systems.

In the United States, a key driver of nickel and cobalt demand are superalloys found in rotating aircraft and power generation parts, along with other engineering equipment, prosthetics, and thermal spray.

Lithium-Ion Batteries

McKinsey Battery Insights expects a global battery market size of 4.2 TWh in 2030 and 6.8 TWh by 2035, with more than 85% of this demand driven by lithium-ion batteries (LIBs) primarily due to demand growth for battery electric vehicles (EVs) and energy storage, but with increasing demand expected from drones and robots.

8 According to CRU, battery applications are expected to drive significant nickel and cobalt demand growth, rising to 38% and 72% of total demand in 2035, respectively.

In 2025, global LIB demand increased by 29% to reach 1.59TWh.

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, 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

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.

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.

Manganese is being increasingly used in non-nickel-based cathode materials (LMFP and LMR) to increase battery energy density.

In 2025, these battery chemistries accounted for 40% of overall battery manufacturing, which represented a relatively small portion of the overall global use of nickel (~35%), cobalt (48%) and manganese (<1% of manganese demand).

While lithium iron phosphate (LFP), which do not utilize metals found in nodules, remained the fastest growing battery chemistry, accounting for 60% of global battery production in 2025, this growth was underpinned by the battery energy stationary storage (BESS) market and by continued expansion of China’s domestic EV market.

Moreover, production of LFP cathode materials is concentrated nearly entirely in China.

5 https://www.iea.org/data-and-statistics/charts/global-steel-production-in-the-net-zero-scenario-2010-2030

6 CRU US Sales Potential Study, 2025 (increase to 365 kt 2035 from 259kt)

7 https://www.usgs.gov/centers/national-minerals-information-center/manganese-statistics-and-information?utm_source=chatgpt.com

8 https://www.mckinsey.com/features/mckinsey-center-for-future-mobility/our-insights/battery-2035-building-new-advantages

9 2024 CRU-TMC consulting study (Specific % given for Ni, 200/375 kt Co)

BMI Nickel Forecast Report, Q4 2025

By contrast, production of nickel-based cathode materials is more diversified with production in South Korea, Japan, and to a lesser extent, Europe and North America.

Mid and high-level performance EVs will be the primary driver of battery nickel demand growth in the coming years, particularly in Western markets.

Outside China, nickel-based cathodes are forecasted to retain approximately 60% of overall market share through 2030, with production increasingly pivoting towards high-nickel content longer term.

Supply Demand Balance and Commodity Prices

Cobalt prices rallied in 2025, primarily driven by export restrictions in the DRC.

While nickel prices remained stable for the majority of 2025 as oversupply from Indonesia and China continued, a tightening of mining quotas in Indonesia led to significant price increases at the end of the year.

Export and mining restrictions drove intermediate payables upward, helping to offset significant rises in sulphur costs for Indonesian High-Pressure Acid Leach (HPAL) producers.

Copper prices also surged in 2025 due to disruptions in mined supply, increased demand and stagnant mine supply.

10 Initial manganese price spikes in the beginning of 2025 driven by reduced supply from Australia softened through the remainder of the year as supply recovered and Chinese steel demand remained weak.

2025 illustrated metal price sensitivity to supply disruptions and national policies.

As shown in the tables below, several analysts predict potential shortages beginning in early 2030s.

In the case of copper, supply shortages have already commenced and are projected to worsen to 8 million tonnes by 2035, and 10 million tonnes by 2040.

10 investingnews.com/benchmark-mineral-intelligence-copper-forecast/

11 https://www.spglobal.com/energy/en/news-research/latest-news/metals/010826-copper-supply-gap-to-widen-24-by-2040-as-electrification-accelerates-study

Nickel market balance (t)

Cobalt market balance (t)

Copper market balance (kt)

Manganese market balance (kt)

Government Support for Nodule Resource Development from the United States

The development of deep seabed polymetallic nodule resources was made a strategic national priority for the United States when the recent Executive Order 14285 was signed by President Trump on April 24, 2025, titled “Unleashing America’s Offshore Critical Minerals and Resources”, which directs the Commerce Secretary to implement an expedited permitting process under DSHMRA.

In addition to directing the International Development Finance Corporation, Export-Import Bank and Trade and Development Agency to identify tools to support this new industry, the Executive Order instructs the Departments of Defense and Energy to assess the use of the National Defense Stockpile for nodule-derived minerals and of entering into offtake agreements for the procurement of these minerals.

In addition, these departments are also directed to review and support domestic processing capabilities for seabed mineral resources.

America’s Maritime Action Plan published in early 2026, further prioritizes the expansion of seabed activities, such as deep-sea science, mapping, and marine technologies to characterize and mine seabed critical mineral and ore resources.

Environmental Opportunity

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

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

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

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a real challenge on seismically active and wet tropical islands in countries like Indonesia that accounts for most of the growth in nickel supply.

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 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.

12 whitehouse.gov/wp-content/uploads/2026/02/Restoring-Americas-Maritime-Dominance.pdf

As a result of a vigorous campaign by several non-governmental organizations, some participants in the global 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.

In contrast, the comprehensive research completed to date using in-situ data shows how nodules can potentially provide an opportunity to significantly compress most lifecycle environmental and social impacts associated with conventional metal production from land ores.

We have completed several comparative LCAs on the impacts of critical metal production from terrestrial sources versus polymetallic nodules from NORI-D in the CCZ as well as the Environmental and Social Impact Assessment (“ESIA”) and the Cultural Heritage Impact Assessment (“CHIA”) for offshore nodule collection segment of the NORI Area D project.

To quantify environmental footprints of metal production from nodules as compared to conventional land ores, we commissioned several 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 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 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.

The NORI Area D Project data is based on 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’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K (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.

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 ecosystem function and services, including biodiversity.

In 2024, we commissioned Minviro to update the NORI Area D model to reflect the latest data and assumptions on how and where we could process our nodules, and an ever more detailed understanding of our potential impact hotspots.

Published in May 2025, the Minviro ISO-compliant LCA quantifies the expected environmental impacts of pyrometallurgical processing in Japan or Indonesia, and hydrometallurgical refining in South Korea.

Most recently, following the publication of NORI-D PFS, in September 2025, we published a new ISO-compliant LCA completed by Ecoquant which focused on evaluating the expected environmental impacts of the NORI Area D project updated to match the NORI-D PFS data.

This LCA also provides a comparative analysis against today’s dominant terrestrial supply chains, using increasingly granular datasets to more accurately assess these routes.

The methodological choices made by Ecoquant are consistent with earlier project-specific LCAs done by Benchmark Mineral (2023) and Minviro (2025).

Based on all our research including these LCA assessments, we believe that we are positioned to become one of the lowest environmental and social footprint metal companies in the industry.

The September 2025 LCA by Ecoquant assessed three scenarios for our onshore processing of nodules.

In the first scenario, both pyrometallurgical and hydrometallurgical processes take place in Texas.

In the second scenario, the pyrometallurgical process takes place in Japan and then matte is transported to South Korea to undergo hydrometallurgy (NORI-D Japan).

In the third scenario, the pyrometallurgical circuit takes place in Indonesia and then the matte is transported to South Korea for hydrometallurgical processing (NORI-D Indonesia).

The Ecoquant LCA also assesses the production of nickel and cobalt sulfate, copper cathode and silicomanganese via traditional land-based routes and compares them to the same products from NORI Area D.

The selection of the terrestrial routes reflects the most common current pathways for sourcing these metals, while also including a few lower impact routes to provide a broader and more balanced perspective.

The LCA supports our belief that the production of nickel sulfate and cobalt sulfate from the NORI Area D Project (particularly NORI-D Texas) consistently results in the lowest environmental costs among the impact categories evaluated compared to all evaluated routes.

This is due to the high grade of these minerals in the nodules, the relatively low environmental costs of offshore operations, and the unique processing pathway which produces multiple co-products that share the environmental load.

For the production of copper cathode, the NORI Area D scenarios generally perform better than all evaluated routes across the assessed impact categories, except for the DRC route in the climate change and energy use categories.

The DRC route, however, performs poorly in acidification due to diesel and sulfur use.

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

Nickel from NORI Area D Project shows lowest impact:

For each route of the terrestrial comparisons, Ecoquant used the best available data which can be found in credible, published literature sources such as company and governmental reports.

Where data was not available, mass and energy balances, or proxy data was used.

Our processes were modelled using data from the NORI-D PFS in which annual marine fuel usage was calculated with data provided by Allseas, who designed and retrofitted our production vessel;

as well as information provided by large shipping companies that have worked with us.

For onshore operations, the LCA looked at process data derived from mass and energy balance models.

The mass and energy balance modelling was conducted by Hatch, an engineering and development consultancy, who utilized the industry standard Metsim™ software package and qualified experienced process engineers.

The design basis for the model development included analogous commercial operations in nickel processing, our test-work results as well as employing extensive data from literature, and fundamental thermodynamics.

As part of the ESIA we conducted for offshore operations in the NORI Area D in partnership with world leading deep-sea research institutions and contractors, we also assessed the impacts of the NORI Area D Project on marine ecosystem function and services, including biodiversity.

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

The CCZ abyssal seafloor is plant-free, food-poor and dominated by bacterial life forms.

It has been studied extensively since the 1960s with over 150,000 papers published on polymetallic nodules in general and over 40,000 on CCZ nodules in particular.

It has been studied extensively since the 1960s with over 194,000 papers published on polymetallic nodules in general and over 50,000 on nodules in eastern CCZ where NORI Area D is located.

The largest driver of uncertainty in assessing the potential future impact of nodule collection operations on marine biodiversity is our ability to measure biodiversity itself.

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 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.

In both Indonesia and the Democratic Republic of the Congo (the “DRC”), which are the world’s largest producers of nickel and cobalt respectively, the extraction of metal ores through open pit mines requires the complete removal of overlying ecosystems and contained carbon sinks, in turn eliminating the carbon sequestration.

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

We believe 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 biodiverse countries as identified by Benchmark Mineral in a study commissioned by us and published in November 2023.

In both Indonesia and the DRC, which are the world’s largest producers of nickel and cobalt respectively, the extraction of metal ores through open pit mines requires the complete removal of overlying ecosystems and contained carbon sinks, in turn eliminating the carbon sequestration.

The study found that 1 kilogram of nickel mined from saprolite and limonite ore in Sulawesi, Indonesia removes forests containing carbon stock equivalent to 7.0 and 9.4 kilograms of CO 2 e, and 3.6 kilograms of CO 2 e in the case of cobalt mined in Katanga, DRC.

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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 (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).

If the entire CCZ area currently under exploration under the ISA regulatory regime (1.24 million square kilometers) were to be exploited over a 30-year period (which we believe is extremely unlikely), these nodule collection operations would impact 41,500 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.

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.

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.

Potential future commercial-scale nodule collection operations in the CCZ are likely to disturb marine wildlife in the directly mined areas.

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 in NORI Area D.

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

For comparison, the world’s largest library, the Library of Congress, manages 29 petabytes in its core digital collection.

Assessment of impacts based on collected data has been completed and a draft EIS will be published and available for public comment as part of the permitting process.

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.

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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 will continue collecting data during commercial operations, and our understanding of the impacts of a full-scale mining system will improve over time, which we believe will enable the development of better mitigation measures and risk reduction as the industry matures.

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.

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 like setting aside large preservation and no-take areas or how long it will take for disturbed seabed areas to recover naturally.

We believe there is also an uncertainty as to the effect of terrestrial mining operations in biodiversity hotspots, such as the Indonesian rainforests.

Prior research indicates that the density, diversity and function of fauna representing the majority of the resident biomass in the abyssal plain (i.e., microbes, representing approximately 80% of the biomass) are expected to recover naturally within years following the cessation of mining.

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.

All extractive industries result in impacts to the receiving environment.

We believe that 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 are promising mitigation strategies that will be investigated.

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

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

We are now in the development stage following in August 2025, the release of the NORI-D PFS where we declared mining reserves for one of our seafloor polymetallic nodule projects.

We have not yet obtained a commercial recovery permit and all other related offshore permits from the regulators.

Additionally, we do not yet hold the environmental or other permits required to construct and operate commercial-scale polymetallic nodule processing and refining facilities on land.

All extractive industries result in impacts on the receiving environment.

Nodule collection is no exception and will impact the deep-sea marine environment through nodule removal, disturbance of seafloor sediment (“seafloor plumes”) and return of seawater used for nodule transport that is expected to contain residual sediment and nodule fines back in the water column (“midwater plumes”).

Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts is the central focus of our offshore ESIA program currently being undertaken in partnership with some of the world’s leading deep-sea research institutions.

Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts was the central focus of our offshore ESIA program undertaken in partnership with some of the world’s leading deep-sea research institutions.

Nodule removal will impact species that depend on the hard nodule substrate for attachment.

The severity of the impact will depend on (1) the extent to which these species are represented in the APEIs set aside by the ISA and additional no-take areas set aside by us and (2) the extent to which residual nodule cover will aid recruitment and recovery of these species in impacted areas.

Disturbance of the seafloor by nodule collector vehicles is expected to disturb (mostly microbial) organisms living in and on the sediments.

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 settling back to the seafloor within a few hundred meters.

The severity of the impact will depend on (1) the extent to which these species are represented in the international protected areas in the CCZ or other areas set aside by other regulators and additional no-take areas set aside by us, (2) the extent to which residual nodule cover will aid recruitment and recovery of these species in impacted areas and (3) how sedimentation impacts benthic species outside the directly mined areas.

Disturbance of the seafloor by nodule collector vehicles is expected to also disturb (mostly microbial) organisms living in and on the sediments.

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 Federal Institute for Geosciences and Natural Resources (BGR) and the impact this disturbance has on benthic ecosystem function.

A 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, a result that was confirmed by the results of the collector test completed by NORI in 2022 on the NORI Area D property.

Over 90% of the entrained sediment is expected to be separated from nodules inside the collector vehicle and discharged by the collector vehicle on the seafloor settling back to the seafloor mostly within the mined area.

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 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.

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 a depth of 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 has been shown by the collector test to have very low solid particle concentration and to dilute to close to background levels within minutes.

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

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.

This finding is supported by the monitoring results of the collector test completed by NORI in 2022.

Our Strategic Positioning

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

● Path to energy security :

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 a source of four critical metals that can effectively diversify global supply chains.

● Advancing developing countries:

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.

We believe we are well-positioned to meet the expected U.S.

demand for the critical metals contained in polymetallic nodules:

● Large seafloor nodule resource, aligned with U.S.

national security and economic priorities:

We are developing the world’s largest polymetallic nodule resource that could support globally significant operations— a resource large enough to one day potentially allow us to become the world’s largest producer of nickel and manganese, fourth largest producer of cobalt and a top10 producer of copper.

The United States’ investment in strategic sectors (e.g., semiconductors, AI data centers, energy) and revitalization of the defense industrial base is expected to create multiple simultaneous drivers of demand for all four metals contained in our nodule resource.

Today, all four metals contained in our nodule resource are on the U.S.

Department of Interior’s “2025 List of Critical Minerals.” The United States is dependent on imports for 100% of its primary nickel, cobalt, and manganese and 46% for its primary copper.

The size of our resource has the potential to eliminate U.S.

dependence on foreign sources for nickel, cobalt and manganese and add significant additional copper.

● End-to-end U.S.

control of supply chain :

Our offshore activities can occur in international waters under U.S.-issued permits while our onshore processing and refining can be located in the United States or at its allies, potentially creating an integrated, secure U.S.-based chain insulated from foreign interference.

● Accelerated execution through partnerships :

From the outset, our strategy has been to develop our projects through best-in-class partners.

Offshore nodule collection is led by Allseas, with over 40+ years of deep-sea experience, a proven track record in pioneering technologies (including heavy-lift systems), a successful pilot of our collection technology, and status as our largest strategic investor.

Onshore processing and refining is supported by multiple partners:

PAMCO, an experienced Japanese operator of a nickel laterite smelting complex delivered a successful nodule calcining and smelting campaign at their industrial scale facilities in Hachinohe.

Korea Zinc, the world’s largest non-ferrous smelting company with over 40+ years in direct-reduction smelters (DRS) and multi-metal refining, is a strategic investor and advisor on nickel refining technology and potential to adapt their DRS technology to smelting nodules and downstream intermediates.

Mariana, a software-first mineral developer and operator with recent U.S.

mineral-processing project experience, is part of TMC USA’s owner’s team focusing on AI-enabled project execution and operations aiming to fast-track permitting, construction, and commissioning while reducing operating costs of potential domestic facilities.

● Resilient project economics:

Our high-grade resource is expected to place our projects at the bottom of the nickel cost curve, enabling economics that remain viable through commodity price cycles that challenge most other developers and producers.

● Better impact profile :

Our approach is expected to deliver a differentiated impact profile on people and nature as compared to most land-based projects:

no displacement of communities, manageable impacts on deep-sea ecosystems through environmentally informed technology innovation, near-zero solid waste processing and superior lifecycle outcomes.

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 the critical metals contained in nodules:

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

western seaboard:

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.

is approximately 50,000 miles long and is predominantly controlled by nations and companies outside of the U.S., which is leading to increasing concerns about supply chain security in the U.S.

and interest in breaking the U.S.

mineral dependence by re-shoring battery material supply chain in the U.S.

● Opportunity to reuse existing offshore assets and skills:

We believe there is an opportunity for us to partner with offshore service providers with deep operational experience in subsea environments gained in the oil and gas industry and with existing assets that can be repurposed for our offshore nodule collection operations.

We have taken advantage of this opportunity by forging a strategic alliance with Allseas Group S.A.

(“Allseas”), a leading offshore contractor in 2019.

In 2020, Allseas acquired a drillship that was repurposed and classified as the world’s first deep-sea mining vessel.

● Demonstrated offshore nodule collection technology:

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:

We believe we are better positioned than other domestic developers to provide a solution to the growing need for the critical metals contained in nodules due to several advantages:

● Abundant and high-grade resource unlike any other domestic U.S.

Our estimated resource is larger and higher-grade than most other domestic U.S.

projects of the same critical minerals on land (see table below).

Offshore, several U.S.

companies have applied to NOAA for seafloor nodule exploration licenses.

None of these companies, however, have published standards-compliant resource statements and we believe it will likely be years before any of these companies will be in position to do so.

Developers of Base Metals

● World-leading deep-sea research and Environmental Impact Assessment (EIA) :

We are the only company in the world to have completed a comprehensive seafloor-to-surface environmental baseline and impact assessment for offshore nodule collection operations.

This assessment took 22 offshore campaigns spread over many years and required approximately $250 million in total investment.

While learning from our experience and taking advantage of the more than 1 petabyte dataset we have generated will enable other American nodule companies to accelerate their EIA programs, considerable time and investment is required of these companies to baseline the marine environments in their chosen exploration sites and assess the impacts of their chosen offshore technology.

● Demonstrated offshore and onshore technology:

We are the only company in the world to have demonstrated technology across the integrated project, from offshore nodule collection to onshore nodule processing and refining into marketable product formats.

Nodule collection technology:

In November 2022, together with our partner Allseas we completed a 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 the collector vehicle traversed over 80 kilometers of the seafloor in the NORI Area D, achieving a sustained production rate of 86.4 tonnes per hour with a prototype seafloor nodule collector vehicle.

While several other companies have tested various seafloor collection machines, no other company has demonstrated an integrated nodule collection system since the 1970s.

The 3,000-tonne nodule sample we collected made it possible to test our onshore processing technology at industrial scale.

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.

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 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 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:

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.

This favorable comparison is explained by the fact that we are developing a new type of high-grade multi-metal source found on the abyssal plain, a low biomass, low carbon sequestration deep-sea environment removed from human settlement.

Exploration Contracts

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

We believe a demonstration trial at PAMCO’s Hachinohe facilities in 2024 and 2025 using 2,000 tonnes of nodules collected during the 2022 mining pilot, further de-risked the project.

In addition, PAMCO completed a feasibility study in June 2025 which concluded that processing nodules at the Hachinohe facility is technically feasible.

● Execution ready:

We are the only company in the world taking steps to be in a position to start offshore and onshore nodule production in the short-term.

Offshore, we have focused on reducing our time to production by reusing existing offshore assets.

In 2020, our partner Allseas acquired a drillship that was repurposed and classified as the world’s first deep-sea mining vessel.

This vessel was used in the 2022 pilot mining test and is now being upgraded into a commercial scale system.

Onshore, we have selected a nodule processing and refining flowsheet that relies on conventional equipment with an existing global supply chain, thereby eliminating the need to develop new, unproven custom-built equipment required by novel metallurgical processes.

This approach enables us to repurpose existing facilities (e.g., RKEFs in Japan and Indonesia;

nickel refineries in Norway, South Korea, Japan and Canada) and build potential new domestic facilities.

Exploration Contracts and Exploration License Applications

Our subsidiaries NORI and TOML hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ granted by the ISA pursuant to the international regulatory regime.

Our subsidiary TMC USA has applied for exploration licenses for similar (but not identical) areas in the CCZ to NOAA pursuant to the U.S.

regulatory regime.

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.

NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

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 (“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.

NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by Nauru on April 11, 2011.

In September 2017, Nauru and NORI entered into a sponsorship agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of nodules in the NORI Contract Area, which was revised in May 2025.

In January 2026, NORI submitted an exploration contract extension request to the ISA, requesting a five-year extension to its exploration contract, which expires in July 2026.

The NORI Area D is the seafloor parcel where we have performed the most resource definition and environmental work to date and is the area in which we declared mineral reserves in August 2025 pursuant to the NORI-D PFS.

The remaining three areas of the NORI Contract Area are covered by the TOML and NORI IA also released in August 2025.

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”).

On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration application to the ISA (subsequently granted) for the TOML Contract Area.

The sponsorship agreement was updated on September 23, 2021.

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

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.

In 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential collection of nodules in the TOML Contract Area, which was most recently revised in August 2025.

TOML’s exploration contract expires on January 10, 2027 and TOML expects to submit an exploration contract extension request to the ISA in 2026, requesting a five-year extension.

The TOML Contract Area is covered by the TOML and NORI IA released in August 2025.

In April 2025, TMC USA, our wholly owned subsidiary, submitted to NOAA under DSHMRA two exploration license applications covering 187,017 square kilometers in the CCZ, referred to as TMC USA-A and TMC USA-B, and one commercial recovery permit application covering 25,160 square kilometers in the CCZ, referred to as TMC USA-A.

In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application covering the entire area of TMC USA-A of 65,187 square kilometers under NOAA’s consolidated review process.

The consolidated application covers areas previously included in the April 2025 submissions.

The areas of the TMC USA-A and TMC USA-B applications include the entirety of the NORI and TOML exploration contract area and some additional open ground within the CCZ which we believe is not subject to any competing title under international or domestic U.S.

These applications are currently under review by NOAA.

There can be no assurance that NOAA will issue the requested exploration licenses or commercial recovery permit on a timely basis, on commercially viable terms, or at all.

Business Strategy

Our contemplated business spans the entire lifecycle from the resource acquisition and definition stage through the collection and transportation phases offshore into the processing and refining of nodules onshore and finally in product marketing and offtake (and eventually recycling of end-of-life products containing nodule-derived metals).

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 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.

We develop our integrated nodule projects through deep strategic partnerships with leading offshore and onshore companies.

Our key strategic alliances include:

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.

The experience from the development and testing program of the pilot system combined with insights from our EIA program informed the design of upgrades and modifications of the pilot system into the commercial production system.

Allseas continues to progress engineering work on these upgrades and modifications, so that we will be in a position to quickly commence commercial operations in a timely manner if we receive a commercial recovery permit from NOAA.

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

Glencore has the right to purchase from DGE 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE.

Glencore has the right to purchase from DeepGreen Engineering Pte Ltd, a 100% owned subsidiary of TMC (“DGE”) 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE.

Hatch and KPM:

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(“Hatch”) and consultants Kingston Process Metallurgy Inc.

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

(“KPM”) to develop a near-zero solid waste flowsheet while maximizing product-market fit of resulting production.

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.

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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 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:

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 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 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 feedstock for the production of metal and battery cathode precursor materials.

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 strategic alliance with PAMCO 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 strategic alliance are entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.

In November 2022, we entered into a non-binding memorandum of understanding (“MoU”) with PAMCO of Japan under which PAMCO conducted a prefeasibility study of processing nodules in PAMCO’s Hachinohe facility, which is located on the coast in northern Japan and is equipped with port and processing infrastructure required to receive and process polymetallic nodules and to ship products to customers.

Following the successful completion of the prefeasibility study in November 2023, we entered into a binding MoU with PAMCO under which PAMCO conducted a feasibility study of toll treating 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe facility.

PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy.

The feasibility study confirmed operating parameters (e.g.

tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications.

We partnered with Korea Zinc, a world leader in non-ferrous metal smelting, refining and precursor Cathode Active Material technology, to advance development activities in the United States.

Korea Zinc and TMC are exploring opportunities to partner on several initiatives that include refining nodule-derived matte in Korea Zinc’s Ulsan All-In-One Nickel Refinery in South Korea, reusing Korea Zinc’s nickel refinery design for future nickel refinery in the United States, adapting Korea Zinc’s direct reduction smelting technology to smelting nodules and nodule-derived manganese silicate and potentially building a pCAM plant in the United States.

Mariana Minerals:

In April 2025, we entered into a non-binding MoU with Mariana, an American software-first mineral developer and operator to explore the potential to accelerate the timeline of developing future metallurgical projects in the United States and reduce the operating costs of such facilities through deployment of AI-driven process controls.

In 2025, Mariana developed a concept plan exploring the scope and project economics of building a nodule processing and refining facility in Brownsville, Texas.

In March 2026, we signed a Strategic Partnership and Development Agreement.

Pursuant to this agreement, Mariana is joining our owner’s team to develop a feasibility study for a potential nodule processing and refining facility in Brownsville, Texas.

Phased Project Development

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).

On August 4, 2025, we released the NORI-D PFS, which declared the world’s first mineral reserves for a seafloor polymetallic nodule project demonstrating the project’s potential economic viability, and the TOML and NORI IA.

The NORI-D PFS covers a portion of the area that is included in NORI’s ISA exploration contract and in TMC USA’s consolidated application for exploration license and commercial recovery permit under DSHMRA.

We believe that based on current regulatory timelines, we could receive a commercial recovery permit for TMC USA-A from NOAA within one year, commence the commissioning of the first commercial nodule collection system in the fourth quarter of 2027 and commence production during the current administration.

We anticipate a phased ramp-up strategy, with production offshore commencing, 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, with the addition of another three (3) production vessels each collecting nominally 3.0 Mtpa to achieve approximately 12 Mtpa of wet nodules at steady state (expected 2031 through 2045).

To align offshore and onshore development schedules, our NORI-D PFS assumed nodules would be transported to PAMCO’s existing smelting facilities in Japan (1.3Mtpa years 1 through 5 only) and Indonesia (excess processing above 1.3Mwmtpa) for initial processing into nickel-cobalt- copper alloy/matte and manganese silicate.

We then assumed that from year 6, 50% of matte production would be transported in stages from Indonesia to a new refining facility expected to be constructed in Texas, United States, increasing to 100% from year 10.

Life of mine was estimated at 19 years.

TMC USA is evaluating alternative execution scenarios that would reduce the reliance on foreign processing by transporting polymetallic nodules directly to a fully integrated processing facility in the United States.

Economics assessments of these scenarios are underway and will be used to inform the scope and timing of any subsequent feasibility study we prepare.

There can be no assurances that any alternative strategy will be implemented or that the results of these assessments will result in changes to our development plan.

Current Work Program

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, 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.

Following the publication by NOAA of new regulations introducing a consolidated application process in January 2026, our U.S.

subsidiary, TMC USA, submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in international waters of the CCZ.

The application increased the commercial recovery area from ~25,000 to ~65,000 km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and a potential exploration upside of an additional 200 Mt.

TMC USA was able to apply under NOAA’s new consolidated process because NOAA believes it can demonstrate the scientific, technical and financial capability to pursue commercial recovery activities expeditiously.

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

(i) refine our project economics, (ii) complete the development of and commission a commercial offshore nodule collection system, (iii) continue to assess the environmental, social and cultural impacts of offshore nodule collection, and (iv) secure existing foreign and/or develop new domestic U.S.

onshore facilities to process collected polymetallic nodules into a manganese silicate product, an intermediate nickel-copper-cobalt matte product and end-products of nickel, cobalt and copper metal.

(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 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.

From this work, both NORI and TOML have reported measured, indicated and inferred mineral resources in both the NORI and TOML ISA contract areas and , we made the world’s first declaration of probable mineral reserves for seafloor polymetallic nodules within the NORI-D ISA contract area.

See Item 2 entitled “ Properties ” included in this Annual Report for additional information about these reported measured, indicated and inferred mineral resources and declared probable mineral reserves.

(ii) Offshore nodule collection system:

We are working with our strategic partner and investor, Allseas, to complete the development and commission of 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, 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.

No rock cutting, digging, drill-and-blast or other breakage are required at the point of collection.

No rock cutting, digging, drill-and-blast or other breakage is required at the point of collection.

The collectors are remotely controlled and supplied with electric power via umbilical cables from the production support vessel, the Hidden Gem .

To test the system and assess its environmental impacts, we entered into a contract with Allseas to undertake a pilot trial of the collection system in the NORI Area D, which was completed in November 2022.

The successful completion of the pilot trial will support our application for an exploitation contract with the ISA.

An Environmental Impact Statement (“EIS”) for this pilot trial was submitted to the ISA in July 2021 and approved on September 7, 2022, with infield testing commencing on September 19, 2022.

The surface production support vessel, the Hidden Gem , was acquired by Allseas in March 2020 and has strategic importance to us, since it supported the pilot trial and is expected to be upgraded to a low-capital early production system.

The successful completion of the pilot trial informed our exploration license and commercial recovery permit applications with NOAA.

The surface production support vessel, the Hidden Gem , was acquired by Allseas in March 2020 and has strategic importance to us, since it supported the pilot trial and is now being upgraded to the first commercial production system.

The vessel and collector system successfully completed trials in shallow and deepwater in the first half of 2022 prior to completing the collector test in NORI Area D in the fall of 2022, where approximately 4,500 tonnes of wet nodules were collected and more than 3000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after traversing over 80 kilometers of the seafloor, achieving a production rate of 86.4 tonnes per hour.

As a result of the successful collector test in the fourth quarter of 2022, where more than 3000 tonnes of wet nodules were lifted to the Hidden Gem , Allseas and NORI believe that they can upgrade the pilot nodule collection system, including the Hidden Gem , into the first production system, which we refer to as the Project Zero Offshore Nodule Collection System.

In August 2023, we announced that Allseas and NORI are 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%.

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:

As a result of the successful collector test, we believe that Allseas can complete the upgrade of the pilot nodule collection system, including the Hidden Gem , into the first production system, which we refer to as Production System #1 (“PV1”).

We continued to work with Allseas throughout 2025 with engineering studies progressing across the 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.

Allseas supported our ongoing work to complete a pre-feasibility study and applications for our exploration licenses and commercial recovery permit to NOAA, 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.

There can be no assurances, however, that we will enter into definitive agreements with Allseas in a particular time period, or at all, or on terms similar to those currently expected, or that if such definitive agreements are entered into that the Project Zero Offshore Nodule Collection System will be successfully developed or operated.

In addition, on August 1, 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 of our common shares to Allseas (“Common Shares”) on August 14, 2023.

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

(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 who conducted a sound assessment.

Further to the non-binding term sheet entered into in March 2022 with Allseas, we continue discussions with Allseas regarding the scope and timing of vessel upgrades and development (engineering and fabrication) of PV1.

We anticipate reaching agreements with Allseas in 2026 on definitive contract terms for completing the development of PV1 (including preparation of the Hidden Gem and the first nodule collection system), commissioning and starting commercial production using PV1.

We expect that the definitive agreement with Allseas will extend our exclusive use agreement with respect to the Hidden Gem .

There can be no assurances, however, that we will enter into definitive agreements with Allseas in a particular time period, or at all, or on terms similar to those currently expected, or that if such definitive agreements are entered into that the PV1 nodule collection system will be successfully commissioned or operated.

(iii) Environmental Impact Statement for offshore nodule collection :

An Environmental Impact Statement (“EIS”) is required to be produced as part of the NOAA application approval process.

In preparation for the EIS, our Environmental Impact Assessment (EIA) programs consisted of over 100 studies and relied on the work of multiple independent deep-sea research institutions and expert consultants.

The monitoring was undertaken using the Island Pride , a vessel contracted from Ocean Infinity Group Limited, deploying two remotely operated vehicles (“ROVs”), three 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 who conducted a noise 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.

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

In October 2023, we conducted 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 our 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.

Notwithstanding that Campaign 8A was subject to coordinated disruptive activities by Greenpeace International (“Greenpeace”) designed to prevent and obstruct the campaign, it was successfully completed on December 28, 2023.

The team selected 19 sampling stations in the locality of the 2022 nodule collection system test in NORI Area D and conducted 39 multicore deployments, recovering 395 individual core samples.

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 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.

The sensor payload on the moorings provides insights into the soundscape, regional oceanographic currents, and particulate organic carbon flux in the Eastern CCZ regions.

This data contributes to the long-term oceanographic time series and importantly will cover the El Niño-Southern Oscillation fluctuations.

Greenpeace spent 11 days actively obstructing the planned work of Campaign 8A, resulting in a significant impact to the work scopes planned for the campaign which we were able to successfully mitigate.

In the case of TOML and our planned work as part of Campaign 8A, its work scope included the deployment of long-term monitoring moorings which was completely obstructed and was not able to be completed.

The NORI and TOML work scopes were part of ISA approved plans of work and in NORI’s case, the post disturbance sampling was a specific suggestion of the ISA.

NORI pursued legal action through the Dutch courts to halt Greenpeace’s activities and requested further assistance from the ISA.

The District Court of Amsterdam ruled that Greenpeace’s occupation of NORI’s contracted vessel, the MV Coco, was unlawful, which led to the disembarkation of Greenpeace personnel.

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:

The data collected during the campaign has been reviewed and we believe supports the commercial collection of seafloor nodules.

In early 2025, a multidisciplinary EIS workshop was held in Brisbane, Australia, bringing together the social performance and environmental teams to review findings, align methodologies, and strengthen integration across impact pathways.

Key external engagement during the year included presentation of preliminary SIA and CHIA findings at the International Association for Impact Assessment (“IAIA”) Conference in Italy, and presentation of the CHIA findings at the Underwater Mining Conference (“UMC”) in Florida, United States.

These engagements provided an opportunity to share methodologies and emerging results with the international impact assessment and deepsea mining industry communities.

The results are being incorporated into our broader EIS.

(iv) Onshore nodule processing and refining:

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

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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:

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.

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.

This flowsheet was tested at industrial scale during the PAMCO feasibility study completed in 2025 and PAMCO’s facilities remain under consideration as the venue for the initial processing of nodules.

Following President Trump’s Executive Order 14285 encouraging various government agencies to support domestic U.S.

processing of offshore minerals, we engaged Mariana to develop a concept study of the scope and economics of potential integrated nodule processing and refining facilities in the U.S.

Following encouraging results and to support further development of prefeasibility and feasibility studies required for any government support, in 2025 we entered into exclusive negotiations with the Port of Brownsville, Texas for lease option over land in Brownsville, Texas, we believe could be suitable for domestic nodule processing and refining facilities.

NORI-D PFS update is currently underway to reflect a domestic processing scenario.

Summary of Mineral Resources

Below is a summary table of estimated mineral resources in NORI and TOML contract areas as of December 31, 2024.

The estimated mineral resources in these areas were determined in 2021 as of December 31, 2020, and also reflect the estimated mineral resources as of December 31, 2024, as none of the mineral resources in these areas were depleted by mining or any other activities.

Below is a summary table of estimated mineral resources in NORI and TOML ISA contract areas as of December 31, 2025.

The estimated mineral resources in these areas were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities.

See Item 2 entitled “ Properties ” below for additional information about our estimated mineral resources.

Both of these contract areas are in the exploration stage.

Summary Mineral Resources, In-Situ, at end of the fiscal year ended December 31, 2024 at 4kg/m 2 abundance cut-off and based on nickel metal $16,472/t;

The NORI-D contract area is in the development stage and the other NORI and TOML contract areas are in the exploration stage.

These resources are supported by the NORI-D PFS and the TOML and NORI IA.

Summary Mineral Resources (exclusive of mineral reserves), In-Situ, at end of the fiscal year ended December 31, 2025 at 4kg/m 2 abundance cut-off and based on nickel metal 20,295/t ($21,633/t nickel sulfate);

copper metal 11,440/t;

cobalt metal $46,333/t;

cobalt metal 56,117/t ($55,198/t cobalt sulfate);

manganese in manganese silicate $5.46/dmtu Mn.

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Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.

Moisture content was estimated to be 24% w/w for NORI and 28% w/w for TOML.

Moisture content was estimated to be 24% w/w for NORI Areas A, B, C and 28% w/w for TOML and NORI Area D.

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

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

The TOML and NORI IA is a conceptual study of the potential viability of TOML’s and portions of NORI’s mineral resources.

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.

Mineral resources were also reported in the NORI-D PFS for the NORI-D contract area.

The TOML and NORI IA does not include the conversion of mineral resources to mineral reserves.

You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC.

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Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized.

Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis.

Under SEC rules set forth in subpart 1300 of Regulation S-K (the “SEC Mining Rules”), estimates of inferred mineral resources may not form the basis of an economic analysis supporting mineral reserves.

It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.

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Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category.

Approximately 97% of the NORI Area D resource is categorized as measured or indicated.

Approximately 97% of the NORI Area D mineral resource and approximately 7% of the NORI Areas A, B and C and 10% of the TOML mineral resource are categorized as measured or indicated.

Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

Summary of Mineral Reserve

Below is a summary table of estimated mineral reserves in the NORI D ISA contract area as of December 31, 2025.

The estimated mineral reserves in this area were determined on June 30, 2025, and also reflect the estimated mineral reserves as of December 31, 2025, as none of the mineral reserves in this area were depleted by mining or any other activities.

See Item 2 entitled “ Properties ” below for additional information about our estimated mineral reserves.

The NORI-D contract area is in the development stage.

These mineral reserves are supported by the NORI-D PFS.

Summary Mineral Reserves at end of the fiscal year ended December 31, 2025 based on nickel metal $20,295/t ($21,633/t nickel sulfate);

copper metal $11,440/t;

cobalt metal $56,117/t (55,198/t cobalt sulfate);

manganese in manganese silicate $5.45/dmtu Mn.

Proven Reserve

Probable Reserve

Total Reserve

Mineral reserve estimated in Initial Mining Area (as defined in the NORI-D PFS) only with 1,000-meter buffers for the lease and seamounts.

Measured and indicated mineral resources are converted to probable mineral reserves.

Grades are quoted on a dry basis.

Zero abundance cut-off used, with nodules <4 kg/m 2 used to define the mineral resource included as dilution to generate viable mining blocks.

Moisture content assumed to be 28% (mass of solid/(mass of solid + mass of water).

Nodule recovery by the Collector is estimated as 77% for Type 1 and 62% for Type 2 and 3 nodules.

Metallurgical recovery to sulfate is estimated as 94.6% Ni, 77.2% Co and 86.2% Cu, and to matte is 94.8% Ni, 77.5% Co, 86.4% Cu and for

Rounding estimates to two significant figures may result in computational discrepancies.

The Initial Mining Area described in the NORI-D PFS which was converted to mineral reserves contains approximately 25% of the NORI Area D mineral resource and conversion of mineral resources to mineral reserves is approximately 57%.

The mineral reserves are classified by the qualified persons as Probable mineral reserve, due to:

● the lack of operating experience with the nodule collection system proposed for NORI Area D to confirm production rates, nodule recovery assumptions, field efficiencies, and operating and capital cost parameters.

● the lack of other commercial nodule operations to confirm the reasonableness of mine planning parameters, modifying factors and mine plan outcomes;

● the lack of commercial recovery permit terms and conditions issued by NOAA governing nodule collection operations with which our operations need to comply.

The mineral reserves presented above are derived from the NORI-D PFS.

The mineral reserves are reported in accordance with Subpart 1300 of SEC Regulation S-K.

The mineral reserves are based on a mine plan and economic analysis that assume the receipt of all required regulatory approvals, including exploration licenses and commercial recovery permits under DSHMRA, as well as any required environmental and onshore processing permits.

The mineral reserve estimates incorporate modifying factors including mining, metallurgical, processing, economic, marketing, legal, environmental, infrastructure and governmental considerations.

Because commercial-scale polymetallic nodule collection has not yet been undertaken, production rates, nodule recovery assumptions, field efficiencies and operating parameters are based on pilot testing, engineering studies and prefeasibility-level analysis, and actual results may differ materially as commercial operations are developed.

In addition, the pre-feasibility study included in the NORI-D PFS indicated that the development of NORI Area D is technically and economically viable.

The pre-feasibility study, however, does not represent a feasibility study and does not support a development decision, as additional project planning and design are needed to make this decision.

The NORI-D PFS also does not include the conversion of all mineral resources included in NORI Area D to mineral reserves and does not include the conversion of any mineral resources to proven mineral reserves.

You are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves or that probable mineral reserves will ever be upgraded to proven mineral reserves.

Until mineral deposits are actually mined and processed, mineral resources and mineral reserves must be considered as estimates only.

Collection and Processing of Polymetallic Nodules

Collection, Transfer and Shipping

We are planning a phased development for NORI Area D.

We are planning a phased development in the area covered by our consolidated application for TMC USA-A.

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.

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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.

If we obtain an exploitation contract, the first phase of commercial production (“Project Zero”) would then be expected to commence after the Hidden Gem has been upgraded to become a production support vessel that can produce up to 3 Mtpa (wet) of nodules.

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

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

If we obtain a commercial recovery permit, the first phase of commercial production (“Initial Mining Area”) would then be expected to commence after the Hidden Gem has been upgraded to become a production support vessel that can produce up to 3 Mtpa (wet) of nodules.

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

In order to test the collection system, we entered into a contract with Allseas to undertake a pre-production collector test, which was successfully completed in the second half of 2022.

We expect that Project Zero commercial production would then commence after the upgrading of the Hidden Gem into a production vessel.

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 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 expect that the Initial Mining Area commercial recovery would then commence after the upgrading of the Hidden Gem into a production vessel.

If we obtain a commercial recovery permit, we expect to commence the Initial Mining Area collection at a rate of 1.3 Mtpa increasing in staged increments to up to 3.0 Mtpa of wet polymetallic nodules.

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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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.

The pyrometallurgical processing phases at bench and pilot scales have been completed at KPM, 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.

We expect that the processing of the polymetallic nodules from the TMC USA-A 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.

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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 (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.

PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy.

The feasibility study confirmed operating parameters (e.g.

tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications.

In parallel with exploring foreign processing options, we are also exploring the feasibility of building domestic U.S.

integrated facilities for nodule processing and refining in Brownsville, Texas.

Strategic Alliances and Key Commercial Agreements

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On March 29, 2019, we entered into a Strategic Alliance Agreement with Allseas, whereby the parties will conduct project development of an integrated offshore nodule collection system for use by our subsidiaries.

As initially constituted, Allseas agreed to subscribe for (i) 6,666,667 DeepGreen Common Shares for a purchase price of $20,000,000 in cash (the “Subscription”), the entire amount of which was funded, and (ii) an additional 10,000,000 DeepGreen Common Shares in exchange for services rendered by Allseas in respect of the contemplated pilot mining test system (the “PMTS”), which would be designed, built and tested by Allseas.

The 10,000,000 shares would only be issued upon completion of the pilot mining test in the CCZ using the PMTS (the “Success Fee Shares”), along with an additional $30 million cash success fee that would be payable simultaneously therewith.

The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of the PMTS in the CCZ.

On July 8, 2019, we and Allseas entered into the Pilot Mining Test Agreement (the “PMTA”), which governed the terms, design specifications, procedures, and timetable under which Allseas agreed to complete and test the PMTS, to be used by NORI.

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 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”).

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 September 9, 2021 in a further amendment;

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.

Pursuant to the Amendment, except as provided therein, Allseas may not, without our prior written consent, terminate the Strategic Alliance Agreement or the PMTA before NORI receives an ISA exploitation contract.

The PMTA terminated by its terms upon the successful completion of the PMTS, whereas the overarching Strategic Alliance Agreement remains in place.

The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of a pilot mining test system (“PMTS”) in the CCZ.

The Strategic Alliance Agreement was subsequently amended and, except as provided pursuant to its terms, Allseas may not, without our prior written consent, terminate the Strategic Alliance Agreement before we receive a commercial recovery permit.

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.

The PMTS developed and tested by Allseas was expected to be upgraded to a commercial system with a targeted production capacity of at least 1.3 Mtpa of wet nodules (“Project Zero System”).

NORI and Allseas intended to equally finance all costs related to developing and getting Project Zero System into production that were estimated at less than EUR100 million.

It was anticipated that NORI will not have to make any Project Zero System-related payments to Allseas until later in 2023.

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 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.

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.

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 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 .

We are working with Allseas in the design and implementation of this system.

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 PV1 until the system is completed or December 31, 2026, whichever is earlier.

We anticipate reaching agreements with Allseas in 2026 on definitive contract terms for both the completion of the development of PV1 (including preparation of the Hidden Gem and the first nodule collection system), and for initial commercial nodule production.

We expect that the definitive agreement with Allseas will extend our exclusive use agreement with respect to the Hidden Gem .

There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all.

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Binding MoU with PAMCO

In November 2022, we signed a non-binding MoU with PAMCO to evaluate the toll treatment of an initial quantity of 1.3 million tonnes of wet polymetallic nodules per year at PAMCO’s Hachinohe, Japan smelting facility.

Potential progression to a NiCuCo matte product along with potentially higher throughputs were also included in the evaluation study.

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

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:

Under the new binding MoU:

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

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

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 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.

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

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.

In November 2022, we entered into a non-binding MoU with PAMCO of Japan under which PAMCO conducted a prefeasibility study of processing nodules in PAMCO’s Hachinohe facility, which is located on the coast in northern Japan and is equipped with port and processing infrastructure required to receive and process polymetallic nodules and to ship finished products to customers.

Following the successful completion of the prefeasibility study, in November 2023, we entered into a binding MoU with PAMCO under which PAMCO conducted a feasibility study to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe facility.

PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy.

The feasibility study confirmed operating parameters (e.g.

tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications.

The parties are using the results of the feasibility study to finalise a definitive nodule tolling agreement.

There can be no assurance that we will enter into a definitive strategic alliance with PAMCO 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 strategic alliance 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.

Korea Zinc partnership

On June 16, 2025, we announced a partnership with Korea Zinc, a world leader in non-ferrous metal refining and precursor Cathode Active Material technology, to advance development activities in the United States.

We are working with Korea Zinc to explore opportunities to partner on several initiatives that include refining nodule-derived matte in Korea Zinc’s Ulsan All-In-One Nickel Refinery in South Korea, reusing Korea Zinc’s nickel refinery design for future nickel refinery in the United States, adapting Korea Zinc’s direct reduction smelting technology to smelting nodules and nodule-derived manganese silicate and potentially building a pCAM plant in the United States.

The announcement was followed with a strategic investment by Korea Zinc of approximately $85.2 million in TMC through the purchase of common shares and warrants in a private placement.

Mariana Minerals partnership

On March 19, 2026, we signed a Strategic Partnership Agreement with Mariana focusing on the potential development of the nodule processing and refining facility in the Port of Brownsville, Texas as part of our owner’s team.

Mariana brings an AI, software-first approach to the permitting, construction and operation of critical mineral projects:

fast-tracked capital project execution, which enabled Tesla to build its Lithium plant in Texas in less than 20 months and is core to how SpaceX and other cutting edge businesses operate, can be even further accelerated via a software-first approach and offers a faster, more modern pathway to re-industrialization.

Terrestrial metals production is capital intensive and competitive.

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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.

The Executive Order 14285 in April 2025, generated significant interest in the US regulatory regime and over ten exploration applications have been submitted to NOAA.

Additionally, the United States has received interest to explore for deepsea minerals within its exclusive economic zone.

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, 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.

If and when ISA nodule contractors and current NOAA nodule applicants move into the commercial recovery phase, each of these companies could become a potential competitor with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products.

Further, in March 2026, the United States and Japan unveiled a new critical minerals action plan aimed at strengthening critical mineral supply chain resilience, and a core component of the plan is a Memorandum of Cooperation to “accelerate joint research and development and industry cooperation on commercially-viable development of deep-sea critical minerals resources.”

Beyond polymetallic nodules, nations like Japan, Papua New Guinea, 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.

Some of our competitors may equally find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.

United Nations Convention on the Law of the Sea

Laws and Regulations

Regulatory Regime – Deep Seabed Hard Mineral Resources Act (DSHMRA)

The United States is not a party to the United Nations Convention on the Law of the Sea (UNCLOS) and is not a member of the ISA.

DSHMRA, establishes a domestic legal regime for U.S.

citizens to explore for and commercially recover hard mineral resources from the seabed in areas beyond U.S.

national jurisdiction.

DSHMRA affirms that deep-sea mining is a lawful freedom of the high seas, subject to a duty of reasonable regard to the interests of other states in their exercise of those and other freedoms recognized by the general principles of international law, and provides a regulatory structure administered by NOAA, an agency under the U.S.

Department of Commerce.

NOAA’s implementing regulations detail the criteria and conditions for issuance of deep seabed exploration licenses and commercial recovery permits to U.S.

citizens, including any individual, corporation, or other entity organized under the laws of a U.S.

state or territory.

The purpose of DSHMRA is to promote the development of seabed minerals by U.S.

citizens while ensuring environmental protection, avoidance of conflict with other high seas uses, and consistency with international law.

Before any license or permit is issued, NOAA must determine that the proposed activities meet a series of statutory requirements, including that the activity:

(i) will not unreasonably interfere with the lawful use of the high seas by other states;

(ii) is consistent with U.S.

foreign policy and international obligations;

(iii) does not create a risk to international peace and security;

(iv) is not expected to result in significant adverse environmental effects;

and (v) does not pose undue risk to life or property at sea.

These findings reflect NOAA’s mandate of advancing U.S.

commercial interests in seabed minerals while minimizing environmental and diplomatic risk.

We believe NOAA has historically adopted a cautious and science-based regulatory posture under DSHMRA, coordinating with other U.S.

federal agencies and supporting environmental studies to inform future decisions.

In the 1980s and 1990s, the United States entered into reciprocal recognition arrangements with other nations with similar domestic seabed mining laws, helping avoid overlapping claims prior to the establishment of the ISA.

Once the ISA became operational in the 1990s, most reciprocating states transitioned to the UNCLOS/ISA system.

The United States, however, remains outside that framework.

NOAA is not restricted under DSHMRA from issuing licenses or permits over areas that are also subject to ISA contracts.

Exploration licenses under DSHMRA grant exclusive rights to conduct technical studies in a defined area and are issued for ten-year terms, subject to extension.

Commercial recovery permits authorize full-scale extraction for a period of 20 years with option to extension and are subject to enhanced environmental and operational requirements.

To date, NOAA has issued exploration licenses over four areas.

Two of these licenses (USA-1 and USA-4) remain active and are currently held by Lockheed Martin.

These licenses have been renewed until 2027 in accordance with DSHMRA’s statutory provisions, which require NOAA to grant extensions if the licensee has substantially complied with license terms.

NOAA has not issued any commercial recovery permits under DSHMRA as no U.S.

citizen had applied for a commercial recovery permit prior to TMC USA.

The certification process includes an interagency consultation with other U.S.

government departments (including the Department of State, the Department of War, and the Environmental Protection Agency).

Following certification, an Environmental Impact Statement, or EIS, is expected to be prepared under NEPA, and a public comment period will be provided.

Following the public comment period, NOAA will determine whether to issue the requested licenses and permit, and if so, under what terms and conditions.

All licenses and permits issued under DSHMRA are subject to oversight, periodic reporting, and potential suspension or revocation for noncompliance or unforeseen environmental harm.

DSHMRA and its implementing regulations do not include a statutory deadline for application review.

However, the Executive Order signed by President Trump on April 24, 2025, directs the Commerce Secretary to implement an expedited permitting process under DSHMRA.

DSHMRA requires that all mining vessels and at least one transport vessel are U.S.

TMC USA will ensure all vessels contracted for commercial recovery comply with relevant laws pertaining to vessel standards and crew safety.

DSHMRA also requires that recovered minerals be processed in the United States unless a waiver is granted, in which case the permittee is required to provide assurances that processed materials are returned to the United States.

We are currently evaluating U.S.-based vessel and processing options to satisfy this requirement as well as working with Japan and South Korea-based supply chain to ensure processed materials can be returned to the United States in the event the permit to process outside the United States is granted for an initial period.

If necessary, we expect to seek a waiver based on the statutory criteria and applicable regulations.

DSHMRA establishes a domestic U.S.

legal framework for the issuance of:

● exploration licenses for the exploration of deep seabed hard mineral resources;

● commercial recovery permits for the recovery, processing and sale of such resources.

NOAA implemented regulations governing exploration licenses in 1981 and commercial recovery permits in 1989.

In 2026, NOAA adopted a consolidated application and review process that allows applicants to submit consolidated exploration license and commercial recovery permit applications for review under a unified procedural framework.

To date, NOAA has not issued a commercial recovery permit for polymetallic nodules.

Exploration License Regulations

Under regulations governing exploration licenses, NOAA may issue exploration licenses to qualified applicants authorizing exploration activities within a defined license area.

An exploration license application must include, among other items:

● a description of the proposed exploration area;

● a detailed exploration plan;

● a description of the technologies to be used;

● an environmental baseline description and monitoring plan;

● an assessment of potential environmental impacts;

● financial and technical capability information.

Exploration licenses are issued for an initial term of up to ten years and may be subject to renewal.

Licensees are required to comply with reporting obligations, environmental monitoring requirements and operational conditions imposed by NOAA.

Commercial Recovery Permit Regulations

Under regulations governing commercial recovery permits, NOAA may issue commercial recovery permits authorizing the recovery and processing of deep seabed hard mineral resources from a defined permit area.

A commercial recovery permit application must include:

● a detailed mining plan describing the proposed commercial recovery system;

● an EIS prepared in accordance with the National Environmental Policy Act (“NEPA”);

● an environmental monitoring and mitigation plan;

● a description of processing and transportation arrangements;

● financial responsibility documentation;

● information demonstrating technical and operational capability.

Commercial recovery permits may be issued for up to 20 years and may be subject to renewal.

Environmental Review and National Environmental Policy Act

Both exploration licenses and commercial recovery permits are subject to environmental review under NEPA.

For commercial recovery permits, NOAA must prepare an EIS evaluating the reasonably foreseeable environmental impacts of the proposed action, alternatives, and mitigation measures.

The EIS process includes public scoping, preparation of a draft EIS, public comment, preparation of a final EIS, and issuance of a final record of decision.

Exploration licenses may require either an environmental assessment or an EIS, depending on the scope and potential impacts of the proposed activities.

Applicants for exploration licenses and commercial recovery permits must submit environmental analyses describing baseline environmental conditions, potential impacts of proposed activities, and measures to avoid or mitigate significant adverse environmental effects.

In addition, NOAA prepares EISs for both exploration license and commercial recovery permit decisions.

NOAA may impose permit terms and conditions requiring the use of best available technologies to minimize environmental impacts, environmental monitoring and reporting, and operational measures designed to protect marine ecosystems.

Licenses and permits may be denied or modified if activities are expected to cause significant adverse environmental effects that cannot be mitigated.

Laws and Regulations

In addition to the permitting required under DSHMRA and environmental reviews under NEPA, we will be subject us to a complex regulatory system in the United States which we are in the initial stages of analyzing to determine applicability and how compliance will impact our development plans and potential commercial operations.

United Nations Convention on the Law of the Sea (UNCLOS)

The Area is defined as the seabed and subsoil beyond the limits of national jurisdiction (UNCLOS Article 1).

The principal policy documents governing the Area, including the CCZ, include:

● the UNCLOS, of 10 December 1982;

● the 1994 Implementation Agreement.

● United Nations Convention on the Law of the Sea, of December 10, 1982 (“UNCLOS”);

● 1994 Agreement relating to the Implementation of Part XI of the United Nations Convention on the Law of the Sea of December 10, 1982 (the “1994 Implementation Agreement”).

UNCLOS deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes.

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

As of March 2026, UNCLOS had been signed by 171 States (countries) and the European Union.

International Seabed Authority

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In so doing, the ISA has the mandate to regulate all mineral related activities in the Area for the benefit of humankind and ensure the effective protection of the marine environment from harmful effects that may arise from deep-seabed related activities.

The ISA is comprised of UNCLOS signatories, 169 Member States, and the European Union.

The ISA is comprised of UNCLOS State Parties, 171 Member States, and the European Union.

All parties to UNCLOS are members of the ISA.

Two principal entities establish the policies and govern the work of the ISA:

Two principal organs establish the policies and govern the work of the ISA:

the Assembly, where all 172 members are represented (the “Assembly”), and a 36-member council elected by the Assembly (the “Council”).

The Council has two advisory bodies:

The Council has two advisory subsidiary bodies:

the Legal Technical Commission (“LTC”) (41 members), which advises the Council on matters relating to the exploration and collection of non-living marine resources, such as polymetallic nodules, polymetallic sulphides and cobalt-rich ferromanganese crusts, and the Finance Committee (15 members), which deals with budgetary and related matters.

All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and collection of marine minerals are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement.

To date, the ISA has issued the following regulations ( https://www.isa.org.jm/mining-code/Regulations ):

● The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013;

All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and exploitation of marine mineral resources are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement.

To date, the ISA has issued the following regulations (https://isa.org.jm/the-mining-code/exploration-regulations/ ):

● The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013 and 2014;

the Regulations).

● The Regulations on Prospecting and Exploration for Polymetallic Sulphides (adopted May 7, 2010).

● The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (July 2012).

● The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (adopted July 2012).

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 and social baseline information.

Currently, ISA exploration activities 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 and social 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.

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

The ISA is currently working on the development of a legal framework to regulate the commercialization of mineral development activities, as described below.

In 2014, the ISA completed a study looking at comparative extractive regulatory regimes.

This was followed in March 2014 with a stakeholder survey seeking comments on what financial, environmental, and health and safety obligations should be included under the framework (ISA 2014).

In August 2017, the Council released the first Draft Regulations on Exploitation of Mineral Resources in the CCZ, as subsequently amended.

In March 2019, the Council released the advance and unedited text (English only) of the Draft Regulations on Exploitation of Mineral Resources in the CCZ (ISBA/25/LTC/WP.1) (ISA, 2018).

The revised draft exploitation regulations incorporated the consideration of requests addressed to the LTC by the Council during the first part of the 24 th Session in March 2018, as well as certain comments by the Commission, and also reflected the responses to the first draft from stakeholder submissions.

The ISA has been working since 2014 to complete the development of a legal framework to regulate the commercialization of mineral development activities but to date has been unable to complete its work.

The exploitation regulations will create the legal and technical framework for collection and related operations.

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Final exploitation regulations must be adopted by the Council.

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

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.

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.

Section 1, paragraph 15 of the 1994 Agreement relating to the Implementation of Part XI of the UNCLOS allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention.

The ISA was targeting to finalize these regulations by July 2020 but did not complete its work.

At its July 2023 28 th Session meeting, the Council adopted a decision with a view to adopt final exploitation regulations during the 30 th ISA session in 2025 but once again failed to finalize and adopt the regulations.

There is currently no timeline or target agreed to by the ISA Council for the adoption of the exploitation regulations.

Section 1, paragraph 15 of the 1994 Implementation Agreement allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention.

This notice obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state.

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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 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.

If the ISA Council has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending, the ISA shall nonetheless consider and provisionally approve such a plan of work for exploitation based on:

In the absence of the ISA exploitation regulations, standards and guidelines, NORI and TOML have not been able to apply for an exploitation contract from the ISA (“ISA Exploitation Contract”) to commence commercial-scale polymetallic nodule collection in the CCZ under UNCLOS.

It is unclear when 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, 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 Exploitation Regulations and some supporting standards and guidelines exist, 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 NORI and TOML’s ability to begin commercial operations.

Pursuant to Section 1, paragraph 15(c) of the 1994 Implementation Agreement, if the ISA Council has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending, the ISA shall nonetheless consider and provisionally approve such a plan of work for exploitation based on:

(i) the provisions of the UNCLOS;

(ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the Agreement relating to the Implementation of Part XI, including the principle of non-discrimination among contractors.

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 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.

The NORI Exploration Contract

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

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 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.

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.

Consistent with NORI’s rights under the UNCLOS, and the 1994 Implementation 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 1994 Implementation Agreement.

ISA Environmental Review

The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the 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 and on July 24, 2014).

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 are not completed but will be complemented by various standards and guidelines, and environmental thresholds.

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

The ISA has divided the required standards and guidelines in three phases.

Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation.

Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation.

Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area.

Ten standards and guidelines have been prepared in Phase 1, provided to stakeholders for comment, reviewed and amended by the LTC and provided to Council for consideration and approval.

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 an 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.

NORI’s offshore exploration campaigns have included sampling to support environmental studies, collection of high-resolution imagery, full column physical and chemical oceanographic data and environmental baseline studies.

An integrated collector test involving trialing of collector vehicle and riser system took place in 2022.

The environmental impacts of this test were monitored from a separate research vessel.

An additional environmental campaign was executed in 2023 to return to the site 12 months after the test.

Sponsoring State Legislation

In addition, under the ISA regime, 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 was amended and renamed to Nauru Seabed Minerals Authority Act in 2024, that NORI is required to comply with.

Tonga implemented the Tonga Seabed Minerals Act 2014, which TOML is required to comply with as a contractor sponsored by the Kingdom of Tonga.

Applications and Contracts

TMC USA NOAA Applications

In April 2025, TMC USA, our wholly owned subsidiary, submitted two exploration license applications and one commercial recovery permit application to NOAA under DSHMRA covering defined areas within the CCZ.

In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application under NOAA’s newly established consolidated review process.

The consolidated application covers areas previously included in the April 2025 applications.

These applications are currently under review by NOAA.

There can be no assurance that NOAA will issue the requested exploration licenses or commercial recovery permit on a timely basis, on commercially viable terms, or at all.

See “Exploration Contracts and Exploration License Applications” above for additional information about these applications.

The NORI ISA Exploration Contract

In July 2011, our wholly-owned subsidiary, NORI, was granted a polymetallic nodule exploration contract by the ISA, providing it exclusive rights to explore 74,830 square kilometers in the CCZ pursuant to the NORI Exploration Contract (“NORI Exploration Contract”).

The NORI Exploration Contract was approved by the Council on July 19, 2011, and entered into on July 22, 2011, between NORI and the ISA, and terminates on July 22, 2026, subject to extension.

The NORI Exploration Contract was approved by the Council on July 19, 2011, and entered into on July 22, 2011, between NORI and the ISA, and terminates on July 22, 2026, subject to a potential extension.

The NORI Exploration Contract, which was granted pursuant to the ISA’s Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (the “Regulations”), formalized a 74,830 square kilometers exploration area, has an initial term of 15 years (subject to renewal for successive five-year periods), and provides for certain obligations with respect to exploration, training, and other programs of activities for an initial five-year period.

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● 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.

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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.

NORI submitted an application for a five-year extension on January 19, 2026.

The extension application is currently being reviewed by the ISA’s Legal and Technical Commission.

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:

● 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 Implementation 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;

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The NORI Sponsorship Agreement

NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.

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.

Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS.

NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations.

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On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement (the “NORI Sponsorship Agreement”) formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of nodules within the NORI Contract Area of the CCZ.

The NORI Sponsorship Agreement will remain in force for the duration of the 15-year NORI Exploration Contract and will automatically extend for a further 20 years upon NORI reaching the minimum recovery level under an ISA Exploitation Contract, unless earlier terminated by the ISA as a result of NORI’s breach of the NORI Exploration Contract or pursuant to its terms.

Upon reaching the minimum recovery level within the tenement area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the tenement area.

In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event that NORI is granted an ISA Exploitation Contract.

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.

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.

Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS.

NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations.

The TOML Exploration Contract

On May 29, 2025, Nauru and NORI signed a revised Sponsorship Agreement, updating the terms of the Sponsorship Agreement signed between the parties in 2017.

The revised Sponsorship Agreement will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party or upon the assignment of NORIs rights and the transfer of sponsorship to another sponsoring State.

Under the agreement, NORI will pay the Republic of Nauru a seabed mineral recovery payment of $2 per tonne of polymetallic nodules recovered under an ISA contract, subject to annual inflation adjustment.

In addition, NORI will pay an annual administration fee, initially capped at $500,000, to support Nauru’s administration of its sponsorship and regulatory oversight.

The agreement also provides for potential continuity payments to Nauru, if a subsidiary other than NORI develops nodules in the NORI Contract Area under the U.S.

regulatory regime, with the specific payment amounts and schedule to be agreed by the parties in such circumstances.

During any period in which such continuity payments are made, NORI has agreed to maintain an office in Nauru and make annual investments in local presence, community initiatives and training and capacity-building programs for Nauruan nationals.

In connection with the revised Sponsorship Agreement, Nauru was granted warrants to purchase 9,146,268 of our common shares at an exercise price of $4.72.

In connection with the revised Sponsorship Agreement, we also executed a Deed of Guarantee and Indemnity in favor of Nauru, under which we guarantee certain financial obligations of NORI under Nauruan law and the Sponsorship Agreement and provides limited indemnification.

The TOML ISA Exploration Contract

In March 2020, we acquired TOML from Deep Sea Mining Finance Limited, providing us with exclusive rights to explore a 74,713 square kilometers area of the CCZ seabed.

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The TOML Exploration Contract was then signed on January 11, 2012 between TOML and the ISA and terminates on January 11, 2027, subject to a potential extension under the terms of the agreement.

TOML expects to submit an exploration contract extension request to the ISA in 2026 requesting a 5-year extension of the contract.

The TOML Exploration Contract was granted pursuant to the ISA’s Regulations, as well as Article 153 of UNCLOS, and formalized a 74,713 square kilometers exploration area.

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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.

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On March 8, 2008, Tonga and TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of a proposed application to the ISA (subsequently granted) known as the TOML Area.

TOML updated the sponsorship agreement with Tonga in September 2021.

Unless otherwise terminated by the parties, the term for the TOML Sponsorship Agreement is for the duration of TOML’s ISA Exploration Contract and will automatically extend for a further 25 years upon TOML being granted an ISA Exploitation Contract.

Upon reaching the minimum recovery level within the tenement area, TOML has agreed to pay Tonga a seabed mineral recovery payment based on the polymetallic nodules recovered from the tenement area.

In addition, TOML will pay an administration fee each year to Tonga for such administration and sponsorship, which is subject to review and increase in the event that TOML is granted an ISA Exploitation Contract.

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.

TOML updated the sponsorship agreement with Tonga in September 2021 and again on August 4, 2025.

The revised Sponsorship Agreement between the Government of the Kingdom of Tonga, and TOML will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party.

Under the agreement, the Kingdom of Tonga will continue to sponsor TOML’s seabed mineral activities in the ISA contract area.

Upon commencement of commercial recovery of polymetallic nodules under an ISA contract, TOML will pay the Tonga Seabed Minerals Authority a commercial recovery payment of $2 per tonne of polymetallic nodules recovered from the contract area, subject to annual inflation adjustment.

In addition, TOML will pay an annual administration fee of $90,000, which may increase by up to 5% annually, to support the administration of Tonga’s sponsorship and regulatory oversight.

The agreement also provides for potential continuity benefit payments to Tonga if a subsidiary other than TOML develops nodules in the TOML Contract Area under the U.S.

regulatory regime.

During any period in which such continuity benefits are provided, TOML has agreed to maintain an office in Tonga and make annual investments in local presence, community initiatives and training and capacity-building programs for Tongan nationals.

In connection with the revised Sponsorship Agreement, Tonga was granted warrants to purchase 1,000,000 of our common shares at an exercise price of $5.87.

In connection with the revised Sponsorship Agreement, we also executed a Deed of Guarantee and Indemnity in favor of Tonga, under which we guarantee certain financial obligations of TOML under Tongan law and the Sponsorship Agreement and provides limited indemnification.

Royalties and Taxes

Royalties and taxes payable on any future production from the CCZ will be stipulated in the ISA’s exploitation regulations.

Royalties and taxes payable on any future production from the CCZ under an ISA contract will be stipulated in the ISA’s exploitation regulations.

While the rates of payments are yet to be set by the ISA, the 1994 Implementation Agreement (Section 8(1)(b)) prescribes that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.”

An open-ended working group has been formed and has met numerous times to discuss potential ISA royalty and sponsoring State taxation regimes supported by modelling conducted by the Massachusetts Institute of Technology.

A final royalty and payment regime has not been agreed.

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.

In addition, NORI and TOML will pay an administration fee each year to Nauru and Tonga for such administration and sponsorship, which is subject to review and increase in the event that NORI or TOML are granted an ISA Exploitation Contract.

NORI and TOML have both committed to paying corporate income tax within Nauru and Tonga, respectively.

Environmental Regulation

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 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 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.

The ISA has divided the required standards and guidelines in three phases.

Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation.

Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation.

Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area.

Ten standards and guidelines have been prepared in Phase 1, provided to stakeholders for comment, reviewed and amended by the LTC and provided to Council for consideration and approval.

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 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.

Environmental and social baseline studies are being conducted, and NORI has engaged several leading deep-sea research institutions and scientists to contribute to our environmental and social impact assessment program, consisting of over 100 discrete studies.

Our last offshore campaign to collect environmental baseline data was completed in 2022.

An integrated collector test involving trialing of collector vehicle and riser system took place in 2022.

The environmental impacts of this test were monitored from a separate research vessel.

An additional environmental campaign was executed in 2023 to return to the site 12 months after the test.

Data collected from the test monitoring campaign and 12-month revisit campaigns will be used to forecast the impacts for a full-scale commercial operation in NORI’s EIS.

NORI intends to manage the project under the governance of an environmental management system (“EMS”), which is to be developed in accordance with the international EMS standard, ISO 14001:2004.

The EMS will provide the overall framework for the environmental management and monitoring plans that are required.

NORI’s EMMP will specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting.

The EMMP will be submitted to the ISA as part of the ISA Exploitation Contract application.

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.

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 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.

Under the NORI Sponsorship Agreement between the Republic of Nauru and NORI and under the TOML Sponsorship Agreement between the Kingdom of Tonga and TOML, upon commencement of commercial recovery of polymetallic nodules under ISA contracts, NORI and TOML have agreed to pay Nauru and Tonga a seabed mineral recovery payment of $2 per tonne of polymetallic nodules recovered, annually adjusted on a compounding basis based on the official inflation rate in the United States.

In addition, NORI and TOML will pay an annual administration fee to Nauru and Tonga to support the administration of the sponsorship agreement and regulatory oversight.

The agreements also provide for continuity payments to Nauru and Tonga.

NORI and TOML have also committed to maintaining an in-country presence and supporting local social, community, training and capacity-building initiatives, and to paying corporate income taxes in Nauru and Tonga, respectively, in accordance with applicable laws.

In connection with the revised NORI and TOML Sponsorship Agreements, we issued to Nauru and Tonga warrants to purchase common shares.

Under DSHMRA and its implementing regulations payment of administrative application fees for exploration licenses and commercial recovery permits are required, but neither the statute nor the current regulations impose production royalties, resource extraction taxes, or revenue-based payments on recovered minerals.

DSHMRA does establish a statutory framework for potential future revenue sharing in connection with an international seabed mining regime if the United States becomes party to an applicable international seabed mining regime, but no such payment obligations are presently in effect.

Exploration Activities and Project Development

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

In addition to working on key engineering aspects of the project such as designing the final nodule collector and the dewatering facility, NORI is also continuing the following tasks:

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

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

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Human Capital

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

As of December 31, 2025, we employed forty-eight (48) employees and contractors.

None of our staff are covered by collective bargaining agreements.

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Our team is comprised of highly skilled individuals from a variety of fields.

Geographically, our staff are located in Tonga, Nauru, U.S., Canada, Australia, United Kingdom and United Arab Emirates.

We are committed to attracting, developing and retaining world-class talent that is inclusive of a diverse range of perspectives, age, gender, gender identity, race, sexual orientation, physical capability, neurological difference, ethnicity and belief.

Geographically, our staff are located in the U.S., Nauru, Tonga, Canada, Australia, United Kingdom and United Arab Emirates.

We are committed to attracting, developing and retaining world-class talent from diverse backgrounds.

Our goal is to develop cultural competency by seeking knowledge, increasing awareness, modeling respect and promoting inclusion.

People Engagement .

As a company working to pioneer a new industry and new ways of doing things, our success depends on attracting and retaining strong, independent, entrepreneurial, and multi-talented team members capable of dealing with high levels of uncertainty and adversity.

As a company working to pioneer a new industry, our success depends on attracting and retaining strong, independent, entrepreneurial, and multi-talented team members capable of dealing with high levels of uncertainty and adversity.

Our team is distributed across several continents and several time zones, with remote working being the norm for most of our staff and multi-week offshore campaigns being the norm for our offshore team.

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Compensation and Benefits.

We compensate our staff competitively, striving to be in the 50th-60th percentile of our peers for total compensation and benefits.

We compensate our staff competitively.

In addition to salaries, our compensation and benefits program includes annual discretionary bonuses, equity awards, an employee stock purchase plan, a 401(k) contribution/superannuation or RRSP benefit contribution (as applicable jurisdictionally), healthcare and insurance benefits, health savings and flexible spending accounts.

Our annual equity compensation is focused on company priorities that we believe create long-term value for our stakeholders.

Long-term equity awards typically vest over three years, aligning the interests of staff and shareholders while encouraging long-term business continuity particularly amidst a rush of new companies into the deep-sea mining industry.

Environment, Health & Safety (EHS).

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

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.

We also 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”.

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

What changed 10-K

Item 1. Business