What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 279 added, 458 removed, 268 unchanged (73% of the section changed)

3 unchanged sentences

(in thousands of US Dollars, except share amounts)

September 30,

Receivables and prepayments

Exploration assets

Software development costs

Right of use asset

Accounts payable and accrued liabilities

Short-term debt

Warrants liability

Deferred tax liability

Royalty liability

Warrants liability

TOTAL LIABILITIES

6 unchanged sentences

Contingent Liabilities (Note 17)

Subsequent Event (Note 19)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

3 unchanged sentences

Three months ended

Nine months ended

September 30,

Three months ended

Operating expenses

2 unchanged sentences

Operating loss

Nauru and Tonga Warrant costs

Equity-accounted investment loss

Gain on dilution of investment

Change in fair value of royalty liability

Change in fair value of warrant liability

Foreign exchange loss

Foreign exchange loss (gain)

Interest income

2 unchanged sentences

Net loss and comprehensive loss for the period, after tax

Net Loss per share

Loss per share

- Basic and diluted

6 unchanged sentences

Comprehensive

Three months ended September 30, 2025

Exercise of stock options (Note 14)

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 11, 13)

Exercise of Class A warrants (Note 13)

Exercise of Class B warrants (Note 13)

Nauru and Tonga Warrant cost (Note 13)

Conversion of restricted share units, net of shares withheld for taxes (Note 14)

Share-based compensation and expenses settled with equity (Note 14)

Loss for the period

September 30, 2025

Common Shares

Comprehensive

Three months ended September 30, 2024

Conversion of restricted share units, net of shares withheld for taxes

Shares issued from ATM

Three months ended March 31, 2026

December 31, 2025

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Share-based compensation and expenses settled with equity

Foreign currency translation adjustment

Loss for the period

September 30, 2024

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

Common Shares

Comprehensive

Nine months ended September 30, 2025

January 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses (Notes 11, 13)

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 11, 13)

Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses (Notes 11, 13)

Shares issued from ATM (Note 12)

Exercise of Class A warrants (Note 13)

Exercise of Class B warrants (Note 13)

Conversion of restricted share units, net of shares withheld for taxes (Note 13)

Exercise of stock options (Note 14)

Share purchase under Employee Share Purchase Plan (Note 14)

Nauru and Tonga Warrant Cost (Note 13)

Share-based compensation and Expenses settled with equity (Note 13)

Loss for the period

September 30, 2025

March 31, 2026

Common Shares

Comprehensive

Nine months ended September 30, 2024

January 1, 2024

Three months ended March 31, 2025

Decemeber 31, 2024

Issuance of shares and warrants under Registered Direct Offering, net of expenses

Shares issued as per At-the-Market Equity Distribution Agreement

Conversion of restricted share units, net of shares withheld for taxes

Shares issued from ATM

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Share-based compensation and Expenses settled with equity

Foreign currency translation adjustment

Loss for the period

September 30, 2024

March 31, 2025

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

2 unchanged sentences

(in thousands of US Dollars)

Nine months ended

September 30,

Three months ended

Cash provided by (used in)

2 unchanged sentences

Items not affecting cash:

Nauru and Tonga Warrant Costs

Accrued interest on credit facilities

3 unchanged sentences

Gain on dilution of investment

Change in fair value of royalty liability

Change in fair value of warrants liability

Unrealized foreign exchange movement

Interest paid on amounts drawn from credit facilities and short-term Debt

Interest paid on short-term debt

Changes in working capital:

4 unchanged sentences

Acquisition of equipment and software

Proceeds from Low Carbon Royalties distribution

Net cash generated from (used in) investing activities

Net cash used in investing activities

Financing activities

Proceeds from Korea Zinc Private Placement

Proceeds from Registered Direct Offerings

Expenses paid for Registered Direct Offerings

Proceeds from shares issued from ATM

Proceeds from exercise of Class A warrants

Proceeds from exercise of Class B warrants

Repayment of drawn amount on credit facilities

Repayment of Allseas Working Capital Loan

Proceeds from exercise of stock options

Proceeds from drawdown of credit facilities

Proceeds from drawdown of Allseas Debt Agreement

Proceeds from Employee Share Purchase Plan

Proceeds from registered direct offering

Expenses paid for registered direct offering

Proceeds from Shares issued from ATM

Repayment of Debt

Net cash provided by financing activities

13 unchanged sentences

and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021.

The Company’s corporate office, registered address and records office is located at 10th floor, 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3.

The Company’s corporate office, registered address and records office is located at 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3.

The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.

The Company is a deep-sea minerals exploration and development company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with NORI Area D located approximately 1,500 miles southwest of San Diego, California.

These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy) for nickel-rich lithium-ion batteries, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) feedstock for steel manufacturing (nickel metal for stainless and other specialty steels, manganese silicate for manganese alloy production cobalt metal for high - performance steel alloys).

On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 or DSHMRA.

The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 square kilometers.

The Company is a deep seabed minerals developer focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with NORI Area D located approximately 1,500 miles (or 2,400 kilometers) southwest of San Diego, California.

These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) and rare earth elements (REEs) which will initially be transformed into nickel, cobalt and copper-bearing intermediate and metal cathodes and cathode products, as well as a manganese silicate product of approximately 40% manganese comparable to medium-grade manganese ore.

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

The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 km 2 .

The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers.

The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules.

On January 22, 2026, TMC USA formally submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in the CCZ.

The application was filed under NOAA’s new consolidated application and review process.

The consolidated application covers approximately 65,000 km 2 exploration and commercial recovery area in the CCZ, compared to a commercial recovery area of 25,160 km 2 in TMC USA’s initial commercial recovery permit application filed in April 2025.

The consolidated application received substantial compliance on March 6, 2026 and full compliance on April 28, 2026.

The application is now in the certification review stage.

The review process under DSHMRA involves three stages:

(i) a determination that the application is in compliance with applicable requirements;

(ii) certification of the applicant and the proposed program, including an interagency consultation process;

and (iii) an environmental review, including preparation of an Environmental Impact Statement and a public comment period, following which NOAA will determine whether to issue the requested licenses and permit and, if so, the applicable terms and conditions.

Two of the Company’s wholly owned subsidiaries, Nauru Ocean Resources Inc.

3 unchanged sentences

The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Basis of Presentation

3 unchanged sentences

Accordingly, certain information and footnote disclosures required by U.S.

GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation.

GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulations.

In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2026 or for any other period.

1 unchanged sentence

The Company has applied the same accounting policies as in the prior year.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto.

Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 14), valuation of warrants (Note 13), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6).

Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), as well as the valuation of private warrants (Note 12) and the valuation of the Royalty liability (Note 8).

Actual results could differ materially from those estimates.

3 unchanged sentences

Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date.

In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date.

In accordance with U.S.

GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

3 unchanged sentences

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no transfers between fair value measurement levels during the three and nine months ended September 30, 2025, and 2024.

As at September 30, 2025, and December 31, 2024, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

The financial instruments also include royalty liability, accrued liabilities and warrants which are recorded at fair value as disclosed in Note 7, Note 10 and Note 13, respectively.

Recent Accounting Pronouncements Issued and Adopted

There were no recent accounting pronouncements issued and adopted by the Company during the period.

There were no transfers between fair value measurement levels during the three months ended March 31, 2026, and 2025.

As at March 31, 2026, and December 31, 2025, the carrying values of cash, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments.

The financial instruments also include royalty liability and warrants which are recorded at fair value as disclosed in Note 8 and Note 12, respectively.

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Strategic Alliance with Allseas and Affiliates

Recent Accounting Pronouncements Issued and Adopted

There were no recent accounting pronouncements issued and adopted by the Company during the period.

Strategic Alliance with Allseas Group S.

and Affiliates

Development of Project Zero Offshore Nodule Collection System

1 unchanged sentence

(“Allseas”) entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.

For the three and nine months ended September 30, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 0.5 million and $ 3.7 million, respectively as part of the development of the commercial nodule collection system:

these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 8) (For three months and nine months ended September 30, 2024:

$ 2.8 million and $ 9.6 million respectively).

For the three months ended March 31, 2026, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up costs totaling $ 0.6 million, as part of the development of the commercial nodule collection system.

These costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 9) (For three months ended March 31, 2025:

$ 2.3 million).

Exclusive Vessel Use Agreement with Allseas

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier.

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“ Hidden Gem ”) to the Company in support of the development of a commercial nodule collection system until the system is completed or December 31, 2026, whichever is earlier.

In consideration of the exclusivity term, the Company, on August 14, 2023, issued 4.15 million common shares to Allseas.

Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

For the three and nine months ended September 30, 2025, the Company has recognized $ 0.5 million and $ 1.4 million, respectively as lease expense recorded as exploration and evaluation expense (For the three and nine months ended September 30, 2024:

$ 0.5 million and $ 1.4 million respectively).

For the three months ended March 31, 2026, the Company has recognized $ 0.5 million as lease expense recorded as exploration and evaluation expense (For the three months ended March 31, 2025:

$ 0.5 million).

As at March 31, 2026, the net amount of right-of-use asset was as follows:

Right-of-use Asset

3 unchanged sentences

Lease expense during the period

Balance as at September 30, 2025

Balance as at March 31, 2026

2023 Credit Facility and Loan Agreements with Company Related to Allseas

On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A.

(“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions.

All amounts drawn under the 2023 Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum payable in cash semi-annually (or plus a margin of 5 % if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January.

The Company will pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remain undrawn under the 2023 Credit Facility.

The Company has the right to pre-pay the entire amount outstanding under the 2023 Credit Facility at any time before the 2023 Credit Facility’s maturity.

The Company has the ability to settle certain charges under the 2023 Credit Facility in cash or in equity at the discretion of the Company.

The 2023 Credit Facility also contains customary events of default.

On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the undrawn, unsecured credit facility was cancelled with the only obligation being the underutilization fees amounting to $ 2 million as payable.

(“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company could borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions.

All amounts drawn under the 2023 Credit Facility bore interest based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum payable in cash semi-annually (or plus a margin of 5 % if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January.

The Company had to pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remained undrawn under the 2023 Credit Facility.

The Company had the ability to settle certain charges under the 2023 Credit Facility in cash or in equity at the discretion of the Company.

The 2023 Credit Facility also contained customary events of default.

On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the 2023 Credit Facility was cancelled with the only obligation remaining being the underutilization fees amounting to $ 2 million.

As at March 31, 2026, the total amount payable to Allseas and its affiliates was $ 34.1 million of which $ 32.1 million related to the development of the nodule collection system and $ 2 million related to the underutilization fees payable on the 2023 Credit facility.

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas.

In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to the Company of $ 7.5 million (the “Working Capital Loan”) to be used towards general corporate purposes and for the repayment of all outstanding amounts under the Short-Term Loan between the Company and the Lender.

The Working Capital Loan is payable to Allseas Investments on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”).

The Working Capital Loan will bear interest based on the 6-month Secured Overnight Financing Rate, 180 -day average plus a margin of 4.0 % per annum and is payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0 % if all interest payments are deferred to the Repayment Date, at the Company’s election).

On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest being repayable on that date.

During the three and nine months ended September 30, 2025, the Company incurred nil and $ 0.3 million, respectively as interest expense.

During the second quarter of 2025, the Company repaid the entire outstanding loan and interest, amounting to $ 7.5 million and $ 0.5 million, respectively, thereby cancelling the Working Capital Loan Agreement.

Other Activity

On May 12, 2025, the Company entered into a securities purchase agreement with Allseas (Note 11) pursuant to which the Company agreed to sell and issue, 2,333,333 common shares of the Company, and 2,333,333 Class C warrants (“Class C Warrants”) to Allseas for gross proceeds of $ 7 million.

In the second quarter of 2025, the entire gross proceeds from Allseas were received and the corresponding shares were issued.

As at September 30, 2025, the total amount payable to Allseas and its affiliates was $ 32.9 million, with the entire balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 10) (December 31, 2024:

$ 33.3 million of which $ 25.8 recorded as accrued liabilities and $ 7.5 million recorded as short-term debt).

As at September 30, 2025, Allseas and its affiliates owned 56.1 million TMC common shares (December 31, 2024:

These amounts were recorded in accrued liabilities in the consolidated balance sheet which can be settled in cash or equity at the Company’s discretion (Note 11) (December 31, 2025:

$ 34.2 million, recorded as accrued liabilities).

As at March 31, 2026, Allseas and its affiliates owned 56.1 million common shares of the Company (2025:

56.1 million TMC common shares) which constituted 13.0 % (December 31, 2025:

13.3 %) of total common shares outstanding.

Investment in Low Carbon Royalties

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties Inc.

(“Low Carbon Royalties”), which was renamed The Metals Royalty Company Inc.

in September 2025.

In connection with the Royalty Agreement, NORI contributed a 2 % gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ to Low Carbon Royalties.

In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $ 5 million in cash, as of the Closing Date.

In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights.

During the three months ended September 30, 2025, Low Carbon Royalties issued 2,139,770 common shares through a private placement, raising $ 10.7 million of gross proceeds.

Subsequent to March 31, 2026, the Company entered into a Contract for Development Work and Commercial Production with Allseas Deepsea Marine Contractors, a wholly owned subsidiary of Allseas, as further described in Note 19.

The below table summarizes the changes in the Company’s investments during the year:

The Metals Royalty

Investment as at December 31, 2024

Spin-Out transaction

Return of capital

Dilution gain

Equity-accounted investment gain for the year ended 2025

Investment as at December 31, 2025

Equity-accounted investment loss for the three months ended March 31, 2026

Dilution gain

Investment as at March 31, 2026

Investment in The Metals Royalty Company

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with The Metals Royalty Company Inc.

(“The Metals Royalty Company”) formerly known as Low Carbon Royalties.

In connection with the Royalty Agreement, NORI contributed a 2 % gross overriding royalty (the “NORI Royalty”) (Note 8) on the Company’s NORI project area in the CCZ to The Metals Royalty Company.

As a condition of closing the Royalty Agreement, the parties entered into an agreement with The Metals Royalty Company to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”).

As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI.

The CVR would convert into 5 million additional shares of The Metals Royalty Company all of which would be issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date The Metals Royalty Company becomes a publicly listed entity.

During the three months ended March 31, 2026, The Metals Royalty Company issued 1,000,000 common shares as compensation expenses and 3,134,481 common shares upon release of the subscription receipts resulting in gross proceeds of $ 15.7 million.

The Company did not participate in the offering, which reduced its ownership interest from 27.2 % to 25.15 %.(December 31, 2025:

As the shares were issued at a price higher than the Low Carbon Royalties book value per share, the Company recorded a dilution gain of $ 3 million.

As the shares were issued at a price higher than The Metals Royalty Company’s book value per share, the Company recorded a dilution gain of $ 4.6 million.

The Company also has representation on the board of directors of The Metals Royalty Company, providing the Company with the ability to exercise significant influence over The Metals Royalty Company’s operating and financial policies.

Accordingly, the investment in The Metals Royalty Company is accounted for under the equity method in accordance with ASC 323 ( Investments ).

For the three months ended March 31, 2026, the Company’s share of the net loss generated by The Metals Royalty Company was $ 2.7 million (for the three months ended March 31, 2025, the Company’s share of The Metals Royalty Company’s net loss was:

$ 35 thousand).

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

For the three and nine months ended September 30, 2025, the Company’s share of the net loss generated by Low Carbon Royalties was $ 0.5 million and $ 0.4 million, respectively (For the three and nine months ended September 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was:

$ 58 thousand and $ 197 thousand respectively).

Investment as at December 31, 2023

Equity-accounted investment loss for the 2024 year

Investment as at December 31, 2024

Return of Capital

Dilution gain

Equity-accounted investment loss for the nine months ended September 30, 2025

Investment as at September 30, 2025

The NORI Royalty (including Areas A to D) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”).

The Company elected to account for the royalty liability at fair value through profit and loss.

The fair value of Areas A to C was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules.

The Company compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $ 15 million as at September 30, 2025.

The fair value of Area D was determined using an income approach following the Company's filing in August 2025 of its Pre - Feasibility Study (PFS) resulting with a fair value for Area D of $ 130 million as at September 30, 2025.

The discounted cash flow fair value reflects updated operational and economic assumptions, including the use of forward metal prices and a discount rate of approximately 10.6 %, related to the NORI Area D project used in support of the PFS filing.

The following table presents the changes in the fair value of the royalty liability:

Royalty Liability

Royalty liability as at December 31, 2024

Increase in fair value of royalty liability

Royalty liability as at September 30, 2025

Financial results of Low Carbon Royalties as at and for the three and nine months ended September 30, 2025, and 2024 are summarized below:

As at September 30,

As at March 31, 2026, The Metals Royalty Company had 872,250 stock options and 4,569,000 restricted share units outstanding, the settlement of which may significantly affect the Company’s share of reported earnings or losses.

Financial results of The Metals Royalty Company as at and for the three months ended March 31, 2026 and 2025 are summarized below:

As at March 31,

As at December 31,

3 unchanged sentences

Three months ended

Operating expenses from continuing operations

Net loss from continuing operations

Net loss from discontinued operations

Investment in 1554997 B.C.

In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C.

(“the Investee”) in exchange for shares of 1554997 B.C.

Ltd (“Spin-Out transaction”).

As part of the Spin-Out transaction the Company holds 27.2 % ownership interest (December 31, 2025:

27.2 %) and has representation on the board of directors of the Investee, providing the Company with the ability to exercise significant influence over the Investee’s operating and financial policies.

Accordingly, the investment is accounted for under the equity method in accordance with ASC 323 ( Investments ).

The Company records its share of the results in the Investee on a one-quarter reporting lag.

As a result, the Company’s share of the net loss generated by the Investee in the three months ended December 31, 2025 was $ 0.3 million.

Financial results of 1554997 B.C.

as at and for the quarter ended December 31, 2025 are summarized below:

December 31, 2025

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Three months ended

Nine months ended

September 30,

December 31, 2025

Royalty Income

Total Revenue

Comprehensive Loss for the period

Operating Income

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Royalty Liability

The NORI Royalty (including Areas A to D) (Note 7) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt .

The Company elected to account for the royalty liability at fair value through profit and loss.

As at March 31, 2026, the Company compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $ 15 million, unchanged from December 31, 2025.

The fair value of Area D was determined using an income approach following the Company’s completion and release of its PFS with respect to NORI Area D filed in August 2025 resulting with a fair value for Area D of $ 130 million as at March 31, 2026, unchanged from the end of 2025.

Exploration and Evaluation Expenses

1 unchanged sentence

Three months ended

Nine months ended

September 30,

Environmental studies

4 unchanged sentences

Sponsorship, training and stakeholder engagement

(1) Reflects underlying project-related work performed by the Company’s personnel.

General and Administrative Expenses

The detail of general and administrative expenses is as follows:

The details of general and administrative expenses are as follows:

Three months ended

Nine months ended

September 30,

Share-based Compensation (1) (Note 14)

Professional and consulting fees (1)

3 unchanged sentences

Director fees

Share-based compensation (Note 13)

Transfer agent and filing fees

Travel and Other

(1) Includes $ 34.7 million related to 6,500,000 options and 11,915,676 RSUs granted to some directors and a consultant on August 28, 2025 (Note 14).

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities outstanding at September 30, 2025, and December 31, 2024 are as follows:

Accounts Payable

Accrued Liabilities (1)(2)

(1) As at September 30, 2025, accrued liabilities included $ 32.9 million related to Allseas (Note 6) (Dec 31, 2024 - $ 25.8 million).

As of September 30, 2025, accrued liabilities included $ 0.4 million in fees payable to a consultant, contingent on warrant exercise and recorded at fair value.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Financing Activity

2024 Registered Direct Offering

In the last quarter of 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) 19,900,000 common shares and issue Class B Warrants to purchase 9,950,000 Common Shares (“Class B Warrants”).

On February 6, 2025, the Company received the final balance of committed funding from the 2024 Registered Direct Offering of $ 5 million and issued 5,000,000 common shares and 2,500,000 Class B Warrants.

Out of the total $ 5 million net proceeds received in the three months ended March 31, 2025, the net proceeds attributable to common shares were $ 2.2 million and the net proceeds attributable to Class B Warrants were $ 2.8 million (Note 13).

2025 Registered Direct Offering

On May 12, 2025, the Company entered into a securities purchase agreement with certain new and existing investors pursuant to which the Company in consideration of gross proceeds of $ 37 million, agreed to sell and issue, in a registered direct offering (the “ 2025 Registered Direct Offering”), an aggregate of 12,333,333 common shares of the Company, and accompanying Class C warrants to purchase an aggregate of 12,333,333 common shares to such new and existing investors (Note 13).

Each Common Share and the accompanying Class C Warrant to purchase a Common Share were sold at a price of $ 3.00 .

As of June 30, 2025, the Company received gross proceeds of $ 30 million and issued 9,000,000 million common shares and 10,003,333 Class C Warrants.

During the third quarter of 2025, the Company received the final committed balance of $ 7 million and issued 3,333,334 common shares and 2,330,000 Class C Warrants.

The total expenses related to the 2025 Registered Offering were $ 0.3 million resulting in net proceeds of $ 36.7 million.

Agreement with Korea Zinc

On June 16, 2025, the Company entered into a Securities Purchase Agreement (the “Korea Zinc Agreement”) with Korea Zinc Company, Ltd.

(“Korea Zinc”), pursuant to which the Company in consideration of gross cash receipt of $ 85.2 million, agreed to issue and sell to Korea Zinc 19,623,376 common shares of the Company and accompanying warrants to purchase an aggregate of 6,868,181 common shares (Note 13).

The purchase price per share and accompanying warrant was set at $ 4.34 .

During the second quarter of 2025, upon receipt of the entire purchase amount of $ 85.2 million, the Company issued 19,623,376 common shares and accompanying warrants to purchase an aggregate of 6,868,181 common shares.

The total expenses related to the Korea Zinc agreement were $ 1.9 million paid in equity resulting in net proceeds of $ 83.3 million.

Pursuant to the Korea Zinc Agreement, subject to certain exceptions, Korea Zinc will have a right to participate in any public offering or private placement of any common shares or common share equivalents of the Company primarily for capital raising purposes (each a “Proposed Offering”) up to such amount of securities to maintain its percentage ownership in the Company at the time of such Proposed Offering.

Such right to participate in future financings will expire upon the earlier to occur of (i) June 16, 2030, (ii) the date on which Korea Zinc owns less than all of the common shares it purchased and subscribed pursuant to the Korea Zinc Agreement and (iii) immediately after a closing of a Proposed Offering where Korea Zinc does not exercise its participation right in full.

Additionally, the Korea Zinc Agreement provides that a representative of Korea Zinc may serve as a non-voting observer to the Company’s board of directors, which representative may have access to certain information and attend and provide input at meetings of the Company’s board of directors, subject to certain limitations.

Travel and other expenses

(1) Professional and consulting fees include $ 0.2 million of expenses settled with RSUs (Three months ended March 31, 2025:

$ 0.4 million) (Note 13).

(2) Reflects underlying corporate-related activities performed by the Company’s personnel.

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Shares issued as per At-the-Market Equity Distribution Agreement (“ATM”)

In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $ 30 million of the Company’s common shares from time to time through an ATM.

In the three and nine months ended September 30, 2025, the Company issued nil and 7,542,996 common shares, respectively, at an average share price of nil and $ 2.02 , respectively.

The net proceeds from the ATM for the three and nine months ended September 30, 2025, were nil and $ 14.8 million respectively.

During the three and nine months ended September 30, 2025, the Company incurred $nil and $ 0.5 million, respectively, as commission and fees.

(During the three and nine months ended September 30, 2024, the Company issued 1,617,000 common shares and 3,251,588 common shares, respectively.

For three and nine months ended September 30, 2024, the common shares were issued at an average share price of $ 1.45 and $ 1.53 , respectively resulting in net proceeds amounting to $ 2.3 million and $ 4.9 million, after incurring $ 71 thousand and $ 113 thousand, respectively, as commission and fees.).

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities outstanding at March 31, 2026, and December 31, 2025 are as follows:

Accounts Payable (1)

Accrued Liabilities (2)

The accounts payable balance includes $ 0.7 million of underutilization fees payable to the related parties under 2024 Credit facility (Note 16).

As at March 31, 2026, accrued liabilities totaled $ 44.8 million (December 31, 2025 - $ 43.8 million), of which $ 34.1 million relates to Allseas (Note 6) (December 31, 2025 - $ 34.2 million).

Public Warrants

As at September 30, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 15,000,000 ).

As at March 31, 2026, 15,000,000 Public Warrants were outstanding (December 31, 2025 – 15,000,000 ).

Public Warrants may only be exercised for a whole number of shares.

1 unchanged sentence

The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

As at September 30, 2025, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.

As at March 31, 2026, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital (December 31, 2025:

$ 19.5 million).

Private Warrants

As at September 30, 2025, 9,500,000 Private Warrants were outstanding (December 31, 2024 – 9,500,000 ).

As at March 31, 2026, 9,500,000 Private Warrants were outstanding (December 31, 2025 – 9,500,000 ).

The exercise price for the Private Warrants is $ 11.50 per common share.

The Private Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

As at September 30, 2025, the fair value of outstanding Private Warrants of approximately $ 13.7 million is recorded as warrants liability.

The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement.

The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares.

The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $ 18.00 over 20 trading days within any 30 -day period, and the historical volatility of the common share price.

As at March 31, 2026, the fair value of outstanding Private Warrants of approximately $ 2.7 million is recorded as warrants liability.

The following table presents the changes in the fair value of warrants liability:

Warrants liability as at December 31, 2025

Increase in fair value of warrants liability

Warrants liability as at September 30, 2025

As at September 30, 2025, the fair value of the Private Warrants was estimated using the following assumptions:

September 30,

Exercise price

Risk-free rate

Dividend yield

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Class A Warrants

The exercise price for the Class A Warrants is $ 2 per common share.

The Class A Warrants will expire on December 31, 2027 or earlier upon redemption or liquidation.

A continuity schedule summarizing the movement in Class A Warrants is below:

Number of Class A

Outstanding – December 31, 2023

Outstanding – December 31, 2024

Exercised (1)

( 1,888,270 )

Outstanding – September 30, 2025

During the third quarter of 2025, 1,638,270 Class A Warrants were exercised for which the Company received the exercise amount of $ 3.6 million in the second quarter of 2025.

As at September 30, 2025, the value of the outstanding 4,342,500 Class A Warrants amounting to $ 3.6 million was recorded in additional paid in capital.

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 11), the Company issued 7,450,000 Class B Warrants in the last quarter of 2024, to purchase common shares at an exercise price of $ 2.00 per share.

The Class B Warrants will expire 5 years from the issuance date or earlier upon redemption or liquidation.

A continuity schedule summarizing the movement in Class B Warrants is below:

Number of Class B

Outstanding – December 31, 2024

Exercised (1)

( 8,860,000 )

Outstanding – September 30, 2025

(1) Of the total 8,860,000 Class B Warrants exercised in the first nine months of 2025, 5,035,000 Class B warrants were exercised through a cashless exercise against which 3,533,096 common shares were issued.

On June 17, 2025, the Company waived the limitation set forth in the Class B Warrants with respect to the cashless exercise thereof so that the holders of the Class B Warrants may now exercise the Class B Warrants through a cashless exercise, whether or not a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act of 1933, as amended, is then effective or available.

As a result of the waiver, each Class B Warrant may now be immediately exercised by way of a cashless exercise, meaning that the holder may elect to not pay a cash purchase price upon exercise and instead receive upon such exercise the net number of common shares determined according to the formula set forth in the Class B Warrants, subject to the other terms and conditions of the Class B Warrants.

During the third quarter of 2025, 2,525,000 Class B Warrants were exercised.

As at September 30, 2025, the value outstanding of 1,090,000 Class B Warrants amounting to $ 0.7 million was recorded in additional paid in capital.

Decrease in fair value of warrants liability

Warrants liability as at March 31, 2026

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Class C Warrants

In the second quarter of 2025, as a part of the 2025 Registered Direct Offering (Note 11), the Company issued 10,003,333 Class C Warrants to purchase common shares at an exercise price of $ 4.50 per share with an expiration date of May 12, 2028.

On July 1, 2025, the Company received the final balance of committed funding of approximately $ 7 million from the 2025 Registered Direct Offering and issued the remaining 2,330,000 Class C Warrants.

The fair value of the remaining Class C Warrants was calculated using a Monte Carlo simulation resulting with a fair value of $ 3.01 per warrant.

The fair value of the Class C Warrants issued during the third quarter was estimated using the below assumptions:

As at March 31, 2026, the fair value of the Private Warrants was estimated using the following assumptions:

Exercise price

1 unchanged sentence

Dividend yield

The Class C Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 20 consecutive trading days exceeds $ 7.00 , and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per Warrant Share.

If conditions for the call are met, the unexercised portion of these warrants may be cancelled ten trading days after the call notice is received.

Similar to issuance in the second quarter of 2025, the Company classified the Class C Warrants issued in the third quarter of 2025 as equity (per ASC 815) and recorded the value amounting to $ 2.4 million as additional paid in capital.

A continuity schedule summarizing the movement in Class C Warrants is below:

Number of Class C

Outstanding – December 31, 2024

Exercised (1)

Outstanding – September 30, 2025

As at September 30, 2025, the outstanding 12,333,333 Class C Warrants were valued at $ 12.5 million, and were recorded in additional paid in capital.

Class A Warrants

As at March 31, 2026, 4,317,500 Class A warrants were outstanding (December 31, 2025 – 4,317,500 ).

Each whole Class A Warrant entitles the holder to purchase one common share at an exercise price of $ 2.00 per share and will expire on December 31, 2027.

During the three months ended March 31, 2026, there were no exercises of Class A warrants.

As at March 31, 2026, the value of outstanding Class A Warrants of $ 3.6 million was recorded in additional paid in capital (December 31, 2025:

$ 3.6 million).

Class B Warrants

As at March 31, 2026, 15,000 Class B warrants were outstanding (December 31, 2025 – 15,000 ).

Each whole Class B Warrant entitles the holder to purchase one common share at an exercise price of $ 2.00 per share and will expire on November 19, 2029.

During the three months ended March 31, 2026, there had been no exercises of Class B warrants.

As at March 31, 2026, the value of outstanding Class B Warrants of $ 9 thousand was recorded in additional paid in capital (December 31, 2025:

$ 9 thousand).

Class C Warrants

As at March 31, 2026, 10,003,333 Class C warrants were outstanding (December 31, 2025 – 10,003,333 ).

Each whole Class C Warrant entitles the holder to purchase one common share at an exercise price of $ 4.50 per share.

The Class C warrants expire on May 12, 2028.

During the three months ended March 31, 2026, there had been no exercises of Class C warrants.

As at March 31, 2026, the value of outstanding Class C Warrants of $ 10.2 million was recorded in additional paid in capital (December 31, 2025:

$ 10.2 million).

Warrants issued to Korea Zinc

As part of the Korea Zinc Agreement (Note 11), the Company on June 25, 2025 issued 6,868,181 warrants to Korea Zinc to purchase the common shares of the Company at an exercise price of $ 7.00 per share with an expiration date of June 25, 2028.

The fair value of the warrants issued to Korea Zinc was determined using a Monte Carlo simulation on June 25, 2025, resulting with a fair value of $ 3.35 per warrant.

Similar to the Class A, Class B and Class C Warrants, the Company classified the warrants issued to Korea Zinc as equity (per ASC 815) and, recorded the value of the warrants issued during the second quarter of 2025 amounting to $ 11.5 million as additional paid in capital.

As at March 31, 2026, 6,868,181 warrants issued to Korea Zinc were outstanding (December 31, 2025 – 6,868,181 ).

The exercise price for the warrants is $ 7.00 per common share and the warrants expire on June 25, 2028.

During the three months ended March 31, 2026, there had been no exercises of the warrants issued to Korea Zinc and as at March 31, 2026, the value of outstanding warrants of $ 11.5 million was recorded in additional paid in capital (December 31, 2025:

$ 11.5 million).

Warrants issued to Republic of Nauru

As at March 31, 2026, 9,146,268 warrants issued to the Republic of Nauru (“Nauru Warrants”) were outstanding (December 31, 2025 – 9,146,268 ).

The Nauru Warrants allow the purchase of common shares of the Company at an exercise price of $ 4.72 per share with an expiration date of May 30, 2030.

The Nauru Warrants cannot be exercised through a cashless or net exercise.

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

A continuity schedule summarizing the movement in Warrants issued to Korea Zinc is below:

Outstanding – December 31, 2024

Exercised (1)

Outstanding – September 30, 2025

Warrants issued to Republic of Nauru

In accordance with the revised sponsorship agreement dated May 29, 2025, between the Nauru Seabed Minerals Authority, the Republic of Nauru (the “Republic”) and NORI, the Company on May 30, 2025 issued 9,146,268 warrants (“Nauru Warrants”) to the Republic to purchase the common shares of the Company at an exercise price of $ 4.72 per share with an expiration date of May 30, 2030.

The Nauru Warrants cannot be exercised through a cashless or net exercise.

The fair value of the Nauru Warrants was calculated using a Black-Scholes valuation on May 30, 2025, resulting with a fair value of $ 3.60 per warrant.

The Nauru Warrants cannot be exercised until the following conditions have been met:

● A subsidiary of the Company other than NORI obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities;

● A subsidiary of the Company other than NORI obtains a permit, license or other authorization from the United States for the conduct of deep seabed mineral activities;

● The subsidiary other than NORI commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization.

During the second quarter of 2025, the Company recorded the fair value of the Nauru Warrants amounting to $ 33.1 million as additional paid in capital.

Since the Company receives no form of consideration from the Republic in return for issuing the Nauru Warrants, the entire fair value of the Nauru warrants amounting to $ 33.1 million was recorded as an expense in the second quarter of 2025 under Nauru and Tonga Warrant Cost in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

During the three months ended March 31, 2026, there has been no exercises of the Nauru Warrants.

As at March 31, 2026, the value of outstanding Nauru Warrants of $ 33.1 million was recorded in additional paid in capital (December 31, 2025:

$ 33.1 million).

Warrants issued to the Kingdom of Tonga

In accordance with the revised sponsorship agreement dated August 4, 2025, between the Tonga Seabed Minerals Authority (the “State”) and TOML, the Company issued on August 4, 2025 1,000,000 warrants (“Tonga Warrants”) to the State to purchase the common shares of the Company at an exercise price of $ 5.87 per share with an expiration date of August 4, 2033.

As at March 31, 2026, 1,000,000 warrants issued to the Kingdom of Tonga (“Tonga Warrants”) were outstanding (December 31, 2025 – 1,000,000 ).

The Tonga Warrants allow the purchase of common shares of the Company at an exercise price of $ 5.87 per share, with an expiration date of August 4, 2033.

The Tonga Warrants cannot be exercised through a cashless or net exercise.

The fair value of the Tonga Warrants was calculated on issuance using a Black-Scholes valuation, 2025, resulting with a fair value of $ 5 per warrant.

The fair value of the Tonga Warrants was estimated using the following assumptions:

Exercise price

Risk-free rate

Dividend yield

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

The Tonga Warrants cannot be exercised until the following conditions have been met:

● A subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities;

● A subsidiary of the Company other than TOML obtains a permit, license or other authorization from the U.S.

for the conduct of deep seabed mineral activities;

● The subsidiary other than TOML commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization.

The Tonga Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable.

The Company classified the Tonga Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price.

As at September 30 2025, the Company recorded the fair value of the Tonga Warrants amounting to $ 5 million as additional paid in capital.

Since the Company receives no form of consideration from the State in return for issuing the Tonga Warrants, the entire fair value of the Tonga Warrants was recorded as an expense in the third quarter of 2025 under Nauru and Tonga Warrant Costs in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

During the three months ended March 31, 2026, there has been no exercises of the Tonga Warrants.

As at March 31, 2026, the value of outstanding Tonga Warrants of $ 5 million was recorded in additional paid in capital (December 31, 2025:

$ 5 million).

Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan.

As at September 30, 2025, there were a total of 110,262,856 common shares reserved for issuance under the Incentive Plan.

This amount includes 40,000,000 common shares added to the plan pursuant to the shareholder’s approval obtained at the special meeting of the Company’s shareholders held on August 28, 2025.

With this increase, as of September 30, 2025, 12,247,208 common shares remained available for future issuance under the Incentive Plan.

A total of 2,243,853 of the common shares reserved for issuance under the Incentive Plan shall only be available for awards made to non-employee directors of the Company.

As at March 31, 2026, there were a total of 28,001,961 common shares reserved for issuance under the Incentive Plan.

These amounts include 16,918,653 shares added to the Incentive Plan in January 2026 pursuant to the Incentive Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company.

On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4 % of the number of outstanding common shares or an amount determined by the board of directors.

Share-based awards consisting of Restricted Share Units (“RSU”) and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan.

Share-based awards consisting of RSUs and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan.

Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”).

In the special shareholders meeting held on August 28, 2025, the shareholders approved the addition of 40,000,000 common shares to the reserve under the Company’s Incentive Plan, pursuant to which 6,500,000 options and 11,915,676 RSUs were granted on August 28, 2025.

TMC the metals company Inc.

3 unchanged sentences

A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows:

under 2018 Plan

Incentive Plan

Outstanding – December 31, 2024

Expired/ Forfeited

( 4,051,304 )

Outstanding – December 31, 2025

( 1,594,041 )

Outstanding – September 30, 2025

From the 6,500,000 options granted on August 28, 2025, 5,000,000 options were granted to a director of the Company.

No other options were granted during the three months ended September 30, 2025.

The 6,500,000 options vest as follows:

50 % vest upon the Company’s share price trading above $ 5 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $ 2.2 billion, for ten consecutive days.

50 % vest upon the Company’s share price trading above $ 7 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $ 3 billion, for ten consecutive days.

These options were determined to be market-based awards and the grant date fair value of both the tranches was calculated as $ 4.10 per unit using Black-Scholes valuation and the following assumptions.

Exercise price

Risk-free rate

Dividend yield

As the vesting conditions were met as of the date of the grant, the Company amortized the entire fair value of the options amounting to $ 26.7 million in the third quarter of 2025.

During the three and nine months ended September 30, 2025, the Company recognized $ 27.2 million and $ 28.3 million, respectively of share-based compensation expense for stock options.

During the three and nine months ended September 30, 2025, share-based compensation expense related to exploration and evaluation activities amounted to $ 25 thousand and $ 0.2 million (three and nine months ended September 30, 2024- $ nil ).

The amount of the share-based compensation expense recognized related to general and administrative matters for the three and nine months ended September 30, 2025 including the cost of the options mentioned in the note above was $ 27.2 million and $ 28.1 million, respectively (three and nine months ended September 30, 2024 - $ 0.5 million and $ 0.9 million respectively).

The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Restricted Share Units (“RSU”)

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan.

On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided that the holder is providing service to the Company on such vesting date.

Outstanding – March 31, 2026

During the three months ended March 31, 2026, the Company recognized $ 0.5 million of share-based compensation expense for stock options as general and administrative expenses in the statement of loss and comprehensive loss (For the three months ended March 31, 2025, the Company recognized $ 0.5 million of share-based compensation expense for stock options as general and administrative expenses).

Restricted Share Units

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Incentive Plan.

On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date.

A continuity schedule summarizing the RSU activity is as follows:

2 unchanged sentences

( 1,076,371 )

Outstanding - December 31, 2024

( 20,296,128 )

Outstanding - December 31, 2025

( 8,176,728 )

Outstanding - September 30, 2025

The details of RSUs granted by the Company during the period are as follows:

ended September 30,

Outstanding - March 31, 2026

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

The details of RSUs granted by the Company during the three months ended March 31, 2026 and 2025 are as follows:

Three months ended

Vesting Period

Vesting Immediately (1)

Vesting fully within and on first anniversary of the grant date

Vesting fully within the first anniversary of the grant date

Vesting in thirds on each anniversary of the grant date

Vesting in fourths on each anniversary of the grant date

Vesting three years from grant date

Vesting four years from grant date (3)

Vesting based on performance conditions

Vesting based on market conditions (4)

Total Units Granted

(1) Of the 298,641 RSUs granted during the three months ended September 30, 2025, 148,442 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million of which $ 0.7 million was recorded in general and administrative expenses and $ 0.1 million was recorded as exploration and evaluation expense.

The remaining 150,199 grants were issued to employees.

(2) The 415,676 RSUs granted in the third quarter of 2025 vest in thirds on each anniversary of the grant date out of which 237,529 RSUs were granted to a director of the Company in exchange for consulting services and the remaining units were granted to a consultant.

(3) Following the increase in the reserve under the Incentive Plan as described above, 1,750,000 RSUs were granted to a director for consulting services on August 28, 2025.

(4) Of the 18,750,000 RSUs granted during the three months ended September 30, 2025, the Company issued on September 23, 2025, 9,000,000 RSUs to employees (“Retention Grants”).

These Retention Grants will vest in two equal tranches based on market and service conditions:

50 % upon the 30 -day average share price reaching $ 10 and Tranche 2:

50 % upon the 30 -day average share price reaching $ 12.50 , subject to continued employment through specific target dates per the grant terms.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

The Company calculated the fair value of the Retention Grants using Monte Carlo simulation and below assumptions.

The fair value of Tranche 1 and Tranche 2 was calculated as $ 5.82 per unit and $ 5.58 per unit respectively.

September 23,

Performance Period to achieve market conditions

September 23, 2025 – April 16, 2029

Risk-free rate

Dividend yield

The remaining 9,750,000 RSUs were considered as granted on August 28, 2025 out of which 7,500,000 were granted to a director of the Company in return for consulting services and the remaining 2,250,000 were granted to a consultant.

The RSUs vest in three equal tranches as described below:

Vesting upon share price reaching or exceeding $ 10 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 3.3 billion, for ten consecutive days.

Vesting upon share price reaching or exceeding $ 12.50 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 4 billion, for ten consecutive days.

Vesting upon share price reaching or exceeding $ 15 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $ 5 billion, for ten consecutive days.

The Company determined the fair value of the RSUs using a Monte-Carlo valuation method and below assumptions.

Performance Period

June 4, 2025 – June 4, 2029

Risk-free rate

Dividend yield

The fair value of each tranche and the derived service period are as follows:

Fair Value per RSU

Derived Service Period

The grant date fair value of all RSUs granted during the three and nine months ended September 30, 2025, apart from the RSUs mentioned in footnote 4 above, is equivalent to the closing share price of the Company’s common shares on the date of grant.

During the three and nine months ended September 30, 2025, a total of $ 15 million and $ 26.6 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and nine months ended September 30, 2024:

$ 5.6 million and $ 14.1 million respectively).

For the three and nine months ended September 30, 2025, a total of $ 4.3 million and $ 9.3 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $ 3.2 million and $ 7.6 million, respectively).

The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025, was $ 10.7 million and $ 17.2 million, respectively (three and nine months ended September 30, 2024 - $ 2.4 million and $ 6.5 million, respectively).

As at September 30, 2025, the total unrecognized share-based compensation expense for RSUs was $ 118.8 million (December 31, 2024 - $ 20.5 million).

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

As at September 30, 2025, an aggregate of 129,910 vested RSUs were being processed and due to be converted into common shares.

(1) During the three months ended March 31, 2026, 539,437 RSUs were issued to settle liabilities with a carrying amount of $ 3.2 million, at a weighted average grant date fair value of $ 5.87 per RSU.

(During the three months ended March 31, 2025, 2,469,585 RSUs were issued to settle liabilities with a carrying amount of $ 4.1 million, at a weighted average grant date fair value of $ 1.68 per RSU and 150,000 RSUs, were issued to consultants resulting in $ 0.3 million charged as general and administrative expenses).

The grant date fair value of all RSUs granted in three months ended March 31, 2026, is equivalent to the closing share price of the Company’s common shares on the date of grant.

During the three months ended March 31, 2026, a total of $ 20.1 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2025:

$ 5.4 million) of which share-based compensation expense related to general and administration matters amounted to $ 14.6 million (three months ended March 31, 2025 - $ 3.5 million) and share-based compensation expense related to exploration and evaluation activities amounted to $ 5.5 million (three months ended March 31, 2025 - $ 1.9 million).

As at March 31, 2026, the total unrecognized share-based compensation expense for RSUs was $ 71.2 million (December 31, 2025- $ 91.5 million).

As at March 31, 2026, an aggregate of 81,761 vested RSUs were being processed and due to be converted into common shares (December 31, 2025:

81,198 units).

Employee Stock Purchase Plan

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting.

As at September 30, 2025, there were 14,395,117 total common shares reserved for issuance under the ESPP, of which 14,043,174 remain available for future issuance.

As at March 31, 2026, there were 18,246,245 common shares reserved for issuance under the ESPP.

This included 4,229,663 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision.

Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1 % percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

During the three and nine months ended September 30, 2025, a total of $ 11 thousand and $ 16 thousand, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense representing the share price purchase discount offered by the Company (three and nine months ended September 30, 2024:

$ 3 thousand and $ 33 thousand respectively).

For the three and nine months ended September 30, 2025, a total of $ 6 thousand and $ 9 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $ 2 thousand and $ 17 thousand, respectively).

The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025 was $ 5 thousand and $ 7 thousand, respectively (three and nine months ended September 30, 2024 - $ 1 thousand and $ 16 thousand, respectively).

Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting from 2022 to 2031, common shares equal to the lesser of (i) 1 % of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

During the three months ended March 31, 2026, a total of $ 13 thousand was charged to the statement of loss and comprehensive loss as share-based compensation expense for ESPP (three months ended March 31, 2025:

$ 1 thousand) of which share-based compensation expense related to general and administration matters amounted to $ 6 thousand (three months ended March 31, 2025 - $ nil ) and share-based compensation expense related to exploration and evaluation activities amounted to $ 7 thousand (three months ended March 31, 2025 - $ 1 thousand).

Loss per Share

2 unchanged sentences

Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Anti-dilutive equivalent common shares were as follows:

Nine months ended

September 30,

Three months ended

Outstanding options to purchase common shares

4 unchanged sentences

Total anti-dilutive common equivalent shares

Financial Instruments

The following table presents the Company’s financial instruments, including those measured at fair value on a recurring basis and their classification within the fair value hierarchy.

Categories of Financial Instruments

Financial assets

Amortized cost

Commodity taxes and other receivables

Financial liabilities

Amortized cost

Accounts payable and accrued liabilities (Note 11)

Fair value through profit or loss

Royalty liability (Note 8)

Warrants liability (Note 12)

TMC the metals company Inc.

9 unchanged sentences

As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5 % on any undrawn amounts under the 2024 Credit Facility.

On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $ 44 million in the aggregate ($ 22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026 .

As per the Third Amendment to the 2024 Credit Facility, the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

During the three and nine months ended September 30, 2025, the Company repaid $ 2.5 million and $ 4.3 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (During the three and nine months ended September 30, 2024, the Company drew $ 0.3 million and $ 4.2 million respectively from the 2024 Credit Facility and made no repayments).

During the three and nine months ended September 30, 2025, the Company incurred $ nil and $ 0.1 million respectively as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.9 million respectively, as underutilization fees (For the three and nine months ended September 30, 2024, the interest amounted to $ 0.1 million for both periods, and underutilization fees amounted to $ 0.2 million and $ 0.4 million respectively).

During the three and nine months ended September 30, 2025, the Company repaid interest amounting to $ 0.1 and $ 0.4 million, respectively (For three and nine months ended September 30, 2024:

nil and $ 25 thousand), and underutilization fees amounting to $ 1.2 million and $ 2.2 million, respectively (For three and nine months ended September 30, 2024:

nil and $ 0.1 million).

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which previously provided the Company with consulting services.

During the three and nine months ended September 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $nil and $ 5 thousand respectively, recorded in general and administrative expenses (During the three and nine months ended September 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $ 16 thousand and $ 21 thousand).

As at September 30, 2025, the amount payable to Robertsbridge Consultants Limited was $ nil .

The 2025 Registered Direct Offering included $ 10 million from the participation of one of the Company’s directors appointed in the Annual General Meeting held in the second quarter of 2025.

During the second quarter of 2025, the Company entered into consulting agreements with two individuals who subsequently became directors.

The consideration for the consulting services provided by the directors was in the form of RSUs and stock options and was approved by the shareholders in the special meeting of shareholders held on August 28, 2025 (Note 14).

As per the Third Amendment to the 2024 Credit Facility, the underutilization fees are to be paid quarterly in cash or shares at the 2024 Lenders election and the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

On March 25, 2026, the 2024 Lenders extended the maturity date of the 2024 Credit Facility by one year, expiring on June 30, 2027, subject to further extension to June 30, 2028 at the election of the 2024 Lenders.

During the three months ended March 31, 2026, the Company did not draw or repay any amounts from the 2024 Credit Facility (During the three months ended March 31, 2025, the Company repaid $ 1.8 million of the drawn amount and did not draw from the 2024 Credit Facility).

For the first quarter of 2026, the Company incurred $ nil as interest expense and $ 0.7 million as underutilization fees (For first quarter of 2025, the interest amounted to $ 0.1 million and underutilization fees amounted to $ 0.5 million).

During the three months ended March 31, 2026, the Company repaid interest amounting to $ nil and underutilization fees amounting to $ 0.7 million (For three months ended March 31, 2025, interest repaid amounted to $ 0.1 million and underutilization fees amounted to $ nil ).

As of March 31, 2026, there was no interest payable and the amount payable as underutilization fees was $ 0.7 million and was recorded as accounts payable (Note 11) (December 31, 2025:

interest payable was $ nil and underutilization fees amounted to $ 0.7 million recorded as accounts payable).

During the first quarter of 2026, the Company incurred consulting fees of $ 77 thousand provided by immediate family members of management, which are included in general and administrative expenses (During the first quarter of 2025:

$ 52 thousand).

As at March 31, 2026, consulting fees payable to immediate family members of management were $ 46 thousand (December 31, 2025:

$ 57 thousand).

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6.

12 unchanged sentences

On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim.

The Company filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim.

The Company filed a notice of appeal regarding the Court’s denial of the Company’s motion to dismiss the breach of the Subscription Agreement claim.

The appeal was heard on November 8, 2024.

The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.

There is no assurance that the Company will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.

The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase, which is currently ongoing.

At this time no further court proceedings or trial date have been set.

There is no assurance that the Company will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.

Such losses or range of possible losses cannot be reliably estimated.

On November 8, 2024, a shareholder filed a putative class action against the Company and certain of its executives in federal district court for the Central District of California, captioned Lin v.

TMC The Metals Company Inc., Gerard Barron, and Craig Shesky.

The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.

Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc.

and the derecognition of the capitalized exploration contract related to NORI.

The alleged misstatements and omissions pertain to the Company’s initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024.

The complaint purports to represent a class of shareholders who acquired the Company’s securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings.

On February 6, 2025, the Court appointed a lead plaintiff.

An amended complaint was filed on March 6, 2025.

Pursuant to court-approved scheduling, the Company filed a motion to dismiss on April 10, 2025.

The lead plaintiff filed an opposition on May 15, 2025, and the Company filed a reply on June 5, 2025.

On June 18, 2025, the Court granted the Company’s motion to dismiss in full but granted plaintiffs leave to amend.

The plaintiffs filed a Second Amended Complaint on July 2, 2025.

The Company’s motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and the Company's reply was filed by September 23, 2025.

The Company intends to continue defending against the lawsuit.

There can be no assurance, however, that the Company will be successful in its defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.

Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.

Revised Sponsorship Agreement with Republic of Nauru

On May 29, 2025, NORI entered into a Revised Sponsorship Agreement with the Republic of Nauru which provides NORI with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract.

The Republic of Nauru will continue to sponsor NORI’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement.

In exchange for the Republic of Nauru’s sponsorship, NORI will make cash payments (“Continuity Benefits”) to the Republic of Nauru for its continued sponsorship.

The Continuity Benefits would only be payable if (i) a subsidiary of the Company other than NORI obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities;

(ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization (“Continuity Conditions”) and the range of the Continuity Benefits to the Republic of Nauru will be between $ 265 million and $ 515 million (undiscounted).

In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the Republic of Nauru under which the Company guarantees certain obligations of NORI and provides customary indemnities.

As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

On January 16, 2026, American Metal Inc.

and American Metal Resources LLC filed a civil claim against TMC The Metals Company Inc.

and The Metals Company USA LLC in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc.

and American Metal Resources LLC v.

TMC The Metals Company Inc.

Notes to Interim Condensed Consolidated Financial Statements

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Revised Sponsorship Agreement with the Kingdom of Tonga

On August 4, 2025, TOML entered into a revised sponsorship agreement (the “Sponsorship Agreement”) with the Kingdom of Tonga, acting through the Tonga Seabed Minerals Authority (“the State”), which provides TOML with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract.

The State will continue to sponsor TOML’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement.

In exchange for the State’s sponsorship, TOML will make cash payments (“Continuity Benefits”) to the State for its continued sponsorship.

The Continuity Benefits would only be payable if (i) a subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities in TOML’s ISA Contract Area;

(ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization TOML’s ISA Contract Area (“Continuity Conditions”).

The range of the Continuity Benefits to the State will be between $ 75 million and $ 200 million (undiscounted).

In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the State under which the Company guarantees certain obligations of TOML and provides customary indemnities.

As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

Fair Value Accounting

The following tables set forth the Company’s assets and liabilities measured at fair value (Note 4):

Fair Value at September 30, 2025

Receivables and prepayments

Exploration contracts

Right of use asset

Software development costs

Accounts payable and accrued liabilities

Deferred tax liability

Royalty liability

Warrants liability

and The Metals Company USA LLC, No.

The complaint alleges, among other things, breach of contract, breach of confidence and related claims arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to NOAA.

On March 3, 2026, the Company filed a response denying the material allegations and asserting a counterclaim against Robert Heydon and the plaintiffs alleging, among other things, breach of contract, breach of confidence and breach of fiduciary duty in connection with the alleged misuse of the Company’s confidential information.

On April 10, 2026 the plaintiffs filed their response to the counterclaim.

The litigation is in its early stages, and no trial date has been set.

The Company intends to vigorously defend against the claims and pursue our counterclaim.

At this time, the Company is unable to estimate the potential loss, if any, associated with this matter.

Segmented Information

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and reviews financial information on a consolidated basis to allocate resources and assess performance.

Accordingly, the Company operates as a single operating and reportable segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules.

Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:

TMC the metals company Inc.

1 unchanged sentence

(in thousands of US Dollars, except share, per share amounts and unless otherwise stated)

Fair Value at December 31, 2024

Receivables and prepayments

Exploration contracts

Right of use asset

Software development costs

Accounts payable and accrued liabilities

Short-term debt

Deferred tax liability

Royalty liability

Warrants liability

Segmented Information

The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules.

Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:

September 30,

Software development costs

Subsequent Event

On May 11, 2026, we entered into a Contract for Development Work and Commercial Production with Allseas Deepsea Marine Contractors, a wholly owned subsidiary of Allseas, for the design, development, build, testing, commissioning and operation of an integrated offshore polymetallic nodule collection and production system in our license area, building on our prior Strategic Alliance Agreement and pilot system trials (the “Agreement”).

The Production System is designed for a steady-state production capacity of 3.0 million tonnes per annum of wet nodules, with commissioning and commencement of commercial production subject to receipt of a commercial recovery permit from NOAA.

The Agreement defines the development costs to be funded by both parties, reimbursement of operating costs during commercial operations, and amends certain initial costs and lay-up costs incurred through the effective date.

The Agreement also governs the settlement of amounts previously accrued by the Company in respect of development work and lay-up costs, including amounts owed to Allseas and its affiliates as at March 31, 2026 totaling $ 32.1 million:

these amounts invoiced by Allseas under the former agreement, represent 50 % of the costs incurred by Allseas (the "Incurred Costs").

Upon executing the Agreement, the Company has agreed to pay an additional $ 2.3 million, related to certain initial costs and lay-up costs.

In settlement of these amounts (totaling $ 34.4 million) and pursuant to the Agreement, the Company will issue to Allseas Group S.A.

7,377,835 common shares, with a final settlement of costs up to the signing of this agreement to be completed in accordance with the terms of the Agreement.

As prescribed in the Agreement, the settlement in shares is calculated using a volume-weighted average price (VWAP) over the 20 days preceding the effective date as stipulated in the Agreement, less a discount of 10 %.

Pursuant to the Agreement that Incurred Costs up to the signing of this agreement, not yet invoiced by Allseas, will be payable in any event, which the Company expects to settle in cash through production revenues, in accordance with the terms of the Agreement.

The Agreement has an initial term of five years commencing on the start of commercial production, with provision for extension on terms to be agreed.

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-Q

Item 1. Financial Statements