TMC the metals Co Inc. 10-Q

Item 1. Financial Statements TMC the metals company Inc. Condensed Consolidated Balance Sheets (in thousands of US Dollars, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As at ​ As at ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ASSETS ​ ​ Note ​ ​ 2026 ​ ​ 2025 Current ​ ​ ​ ​ ​ ​ Cash ​ ​ ​ $ 119,682 $ 117,633 Receivables and prepayments ​ ​ ​ 3,097 ​ 3,049 ​ ​ ​ ​ 122,779 ​ 120,682 Non-current ​ ​ ​ ​ ​ ​ Exploration assets ​ ​ 42,951 ​ 42,951 Right of use asset ​ 6 ​ ​ 1,430 ​ ​ 1,907 Equipment ​ ​ ​ 480 ​ 519 Software ​ ​ ​ ​ 2,182 ​ ​ 2,125 Investments ​ 7 ​ ​ 15,052 ​ ​ 13,447 ​ ​ ​ ​ 62,095 ​ 60,949 ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL ASSETS ​ ​ ​ $ 184,874 $ 181,631 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities 11 ​ 53,858 ​ 46,048 Warrants liability ​ 12 ​ ​ 2,689 ​ ​ 13,351 ​ ​ ​ ​ 56,547 ​ 59,399 Non-current ​ ​ ​ ​ ​ ​ Deferred tax liability ​ ​ 10,675 ​ 10,675 Royalty liability ​ 8 ​ ​ 145,000 ​ ​ 145,000 ​ ​ ​ ​ ​ 155,675 ​ ​ 155,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES ​ ​ ​ $ 212,222 $ 215,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ EQUITY ​ ​ ​ ​ ​ ​ Common shares (unlimited shares, no par value – issued: 433,188,187 (December 31, 2025 – 422,966,333 )) ​ ​ 705,287 ​ 681,343 Additional paid - in capital ​ ​ ​ 240,446 ​ 237,696 Accumulated other comprehensive loss ​ ​ ​ ( 1,203 ) ​ ( 1,203 ) Deficit ​ ​ ​ ( 971,878 ) ​ ( 951,279 ) TOTAL EQUITY ​ ​ ​ ( 27,348 ) ​ ( 33,443 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES AND EQUITY ​ ​ ​ $ 184,874 $ 181,631 ​ Nature of Operations (Note 1) Contingent Liabilities (Note 17) Subsequent Event (Note 19) ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. 5 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Loss and Comprehensive Loss (in thousands of US Dollars, except share and per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Three months ended ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ ​ ​ ​ Note ​ ​ ​ 2026 ​ ​ ​ 2025 Operating expenses ​ ​ ​ ​ ​ ​ Exploration and evaluation expenses 9 ​ $ 13,257 $ 9,515 General and administrative expenses ​ 10 ​ ​ 20,725 ​ 8,500 Operating loss ​ ​ ​ ​ 33,982 ​ 18,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other items ​ ​ ​ ​ ​ ​ ​ Equity-accounted investment loss ​ 7 ​ ​ 2,998 ​ ​ 35 Gain on dilution of investment ​ 7 ​ ​ ( 4,602 ) ​ ​ — Change in fair value of warrant liability ​ 12 ​ ​ ( 10,662 ) ​ ​ 441 Foreign exchange loss (gain) ​ ​ ​ ( 690 ) ​ 1,095 Interest income ​ ​ ​ ​ ( 1,136 ) ​ ( 19 ) Fees and interest on borrowings and credit facilities ​ 16 ​ ​ 665 ​ 1,021 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss for the period, before tax ​ ​ ​ $ 20,555 $ 20,588 ​ ​ ​ ​ ​ ​ ​ ​ ​ Tax expense ​ ​ ​ ​ 44 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss and comprehensive loss for the period, after tax ​ ​ ​ $ 20,599 $ 20,588 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss per share ​ ​ ​ ​ ​ ​ ​ - Basic and diluted 14 ​ $ 0.05 $ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding – basic and diluted ​ ​ ​ 425,770,033 ​ 345,346,393 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ 6 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Changes in Equity (in thousands of US Dollars, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Three months ended March 31, 2026 ​ ​ ​ Shares ​ ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total December 31, 2025 ​ 422,966,333 ​ $ 681,343 ​ $ 237,696 ​ $ ( 1,203 ) ​ $ ( 951,279 ) ​ $ ( 33,443 ) Exercise of stock options ​ 2,045,126 ​ ​ 10,248 ​ ​ ( 7,529 ) ​ — ​ — ​ 2,719 Conversion of restricted share units, net of shares withheld for taxes (Note 13) ​ 8,176,728 ​ ​ 13,696 ​ ​ ( 13,696 ) ​ ​ — ​ ​ — ​ ​ — Share-based compensation and Expenses settled with equity (Note 13) ​ — ​ ​ — ​ ​ 23,975 ​ ​ — ​ ​ — ​ ​ 23,975 Loss for the period ​ — ​ ​ — ​ ​ — ​ — ​ ( 20,599 ) ​ ( 20,599 ) March 31, 2026 ​ 433,188,187 ​ $ 705,287 ​ $ 240,446 $ ( 1,203 ) $ ( 971,878 ) $ ( 27,348 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Paid in ​ Comprehensive ​ ​ ​ ​ ​ ​ Three months ended March 31, 2025 ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Total Decemeber 31, 2024 ​ 340,708,460 ​ $ 477,217 ​ $ 138,303 ​ $ ( 1,203 ) ​ $ ( 631,435 ) ​ $ ( 17,118 ) Issuance of shares and warrants under Registered Direct Offering, net of expenses 5,000,000 ​ ​ 2,237 ​ ​ 2,763 ​ — ​ — ​ 5,000 Shares issued as per At-the-Market Equity Distribution Agreement ​ 2,975,226 ​ ​ 5,562 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,562 Conversion of restricted share units, net of shares withheld for taxes ​ 7,933,336 ​ ​ 10,788 ​ ​ ( 10,788 ) ​ ​ — ​ ​ — ​ ​ — Share-based compensation and Expenses settled with equity — ​ ​ — ​ ​ 10,378 ​ — ​ — ​ 10,378 Loss for the period — ​ ​ — ​ ​ — ​ — ​ ( 20,588 ) ​ ( 20,588 ) March 31, 2025 356,617,022 ​ $ 495,804 ​ $ 140,656 $ ( 1,203 ) $ ( 652,023 ) $ ( 16,766 ) ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ 7 Table of Contents TMC the metals company Inc. Condensed Consolidated Statements of Cash Flows (in thousands of US Dollars) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Three months ended ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ March 31, ​ ​ ​ ​ Note ​ ​ ​ 2026 ​ ​ ​ 2025 Cash provided by (used in) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities ​ ​ ​ ​ ​ ​ ​ Loss for the period ​ ​ $ ( 20,599 ) $ ( 20,588 ) Items not affecting cash: ​ ​ ​ ​ ​ ​ Amortization ​ ​ ​ ​ 39 ​ ​ 58 Accrued interest on credit facilities ​ ​ ​ ​ — ​ ​ 558 Lease expense ​ 6 ​ ​ 477 ​ ​ 477 Share-based compensation and expenses settled with equity ​ 13 ​ ​ 23,975 ​ ​ 10,378 Equity-accounted investment loss 7 ​ ​ 2,998 ​ 35 Gain on dilution of investment ​ 7 ​ ​ ( 4,602 ) ​ ​ — Change in fair value of warrants liability ​ 12 ​ ​ ( 10,662 ) ​ ​ 441 Unrealized foreign exchange movement ​ ​ ​ ​ ( 726 ) ​ ​ 2,345 Interest paid on short-term debt ​ 16 ​ ​ — ​ ​ ( 103 ) Changes in working capital: ​ ​ ​ ​ ​ ​ Receivables and prepayments ​ ​ ​ ( 48 ) ​ ( 3,161 ) Accounts payable and accrued liabilities ​ ​ ​ 8,533 ​ 213 Net cash used in operating activities ​ ​ ​ ​ ( 615 ) ​ ( 9,347 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ Acquisition of equipment and software ​ ​ ​ ​ ( 35 ) ​ ​ ( 70 ) Net cash used in investing activities ​ ​ ​ ​ ( 35 ) ​ ( 70 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ Proceeds from exercise of stock options ​ 13 ​ ​ 2,719 ​ ​ — Proceeds from registered direct offering ​ ​ ​ — ​ 5,000 Expenses paid for registered direct offering ​ ​ ​ ​ — ​ ​ ( 472 ) Proceeds from Shares issued from ATM ​ ​ ​ — ​ 5,562 Repayment of Debt ​ ​ ​ ​ — ​ ​ ( 1,797 ) Net cash provided by financing activities ​ ​ ​ ​ 2,719 ​ ​ 8,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase/(Decrease) in cash ​ ​ $ 2,069 $ ( 1,124 ) Impact of exchange rate changes on cash ​ ​ ​ ( 20 ) ​ ( 10 ) Cash - beginning of period ​ ​ ​ 117,633 ​ 3,480 Cash - end of period ​ ​ $ 119,682 $ 2,346 ​ The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. ​ ​ ​ 8 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 1. Nature of Operations TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019. On September 9, 2021, the Company completed its business combination with DeepGreen Metals Inc. (“DeepGreen”), a Canadian-registered company founded in 2011, after which DeepGreen became a wholly - owned subsidiary and the combined company began operating as TMC the metals company Inc. and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively. The Company is a deep seabed minerals developer focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with 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. On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”). The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 km 2 . The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers. The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules. On January 22, 2026, TMC USA formally submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in 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. (“NORI”) and Tonga Offshore Mining Limited (TOML) continue to hold and comply with the terms of their exploration contracts granted by the International Seabed Authority (ISA). The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the processing technology for the treatment of polymetallic nodules at commercial scale, the continued establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control. 9 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 2. Basis of Presentation These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited 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. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2025. The Company has applied the same accounting policies as in the prior year. 3. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), as well as the valuation of private warrants (Note 12) and the valuation of the Royalty liability (Note 8). Actual results could differ materially from those estimates. 4. Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with U.S. GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1  - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2  - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3  - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. There were no transfers between fair value measurement levels during the three 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. 10 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 5. Recent Accounting Pronouncements Issued and Adopted There were no recent accounting pronouncements issued and adopted by the Company during the period. 6. Strategic Alliance with Allseas Group S. A. and Affiliates Development of Project Zero Offshore Nodule Collection System On March 16, 2022, NORI and Allseas Group S.A. (“Allseas”) entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. 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 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 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 Balance as at December 31, 2024 ​ $ 3,814 Lease expense during the year ​ ​ ( 1,907 ) Balance as at December 31, 2025 ​ $ 1,907 Lease expense during the period ​ ​ ( 477 ) Balance as at March 31, 2026 ​ $ 1,430 ​ 2023 Credit Facility and Loan Agreements with Company Related to Allseas On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. (“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company could borrow from the Lender up to $ 25 million in the aggregate, from time to time, subject to certain conditions. 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. 11 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 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. 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. ​ 7. Investments The below table summarizes the changes in the Company’s investments during the year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Metals Royalty ​ ​ ​ 1554997 B.C. ​ ​ Company ​ Ltd. Investment as at December 31, 2024 ​ $ 8,203 ​ ​ — Spin-Out transaction ​ ​ ( 3,739 ) ​ ​ 3,739 Return of capital ​ ​ ( 346 ) ​ ​ ( 346 ) Dilution gain ​ ​ 5,649 ​ ​ — Equity-accounted investment gain for the year ended 2025 ​ ​ 287 ​ ​ — Investment as at December 31, 2025 ​ $ 10,054 ​ ​ 3,393 Equity-accounted investment loss for the three months ended March 31, 2026 ​ ​ ( 2,718 ) ​ ​ ( 279 ) Dilution gain ​ ​ 4,602 ​ ​ — Investment as at March 31, 2026 ​ ​ 11,938 ​ ​ 3,114 ​ 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: 27.2 %). 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). 12 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) As 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, ​ ​ 2026 ​ 2025 Current assets ​ $ 31,985 $ 18,853 Non-current assets ​ 14,099 ​ 14,095 Current liabilities ​ 3,507 ​ 1,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, ​ March 31, ​ 2026 ​ ​ ​ 2025 Operating expenses from continuing operations ​ $ 10,624 $ 115 Net loss from continuing operations ​ $ 10,071 ​ 98 Net loss from discontinued operations ​ ​ — ​ 11 ​ Investment in 1554997 B.C. Ltd ​ In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C. Ltd. (“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. Ltd. as at and for the quarter ended December 31, 2025 are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ As at ​ ​ December 31, 2025 Current assets ​ $ 380 Non-current assets ​ 12,173 Current liabilities ​ 44 Non-current liabilities ​ 1,057 ​ ​ ​ ​ ​ ​ Three months ended ​ ​ December 31, 2025 Royalty Income ​ $ 44 Operating Income ​ 27 Net Loss ​ ​ 1,027 ​ ​ ​ 13 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 8. Royalty Liability ​ The NORI Royalty (including Areas A to D) (Note 7) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt . The Company elected to account for the royalty liability at fair value through profit and loss. The fair value of Areas A to C was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. As at 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. 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. ​ 9 . Exploration and Evaluation Expenses The detail of exploration and evaluation expenses is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Environmental studies ​ $ 270 ​ $ 1,270 Exploration labor (1) ​ ​ 2,847 ​ ​ 2,587 Share-based compensation (Note 13) ​ ​ 5,530 ​ ​ 1,928 Mining, technological and process development ​ ​ 1,312 ​ ​ 2,950 Prefeasibility studies ​ ​ 1,878 ​ ​ 41 Sponsorship, training and stakeholder engagement ​ ​ 1,199 ​ ​ 633 Other ​ ​ 221 ​ ​ 106 ​ ​ $ 13,257 ​ $ 9,515 (1) Reflects underlying project-related work performed by the Company’s personnel. ​ 10. General and Administrative Expenses ​ The details of general and administrative expenses are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Professional and consulting fees (1) ​ $ 2,505 ​ $ 2,050 Investor relations ​ 382 ​ 220 Office and sundry ​ 417 ​ 465 Salaries and wages (2) ​ 1,763 ​ 1,363 Director fees ​ 181 ​ 204 Share-based compensation (Note 13) ​ 15,105 ​ 3,950 Transfer agent and filing fees ​ 125 ​ 106 Travel and other expenses ​ 247 ​ 142 ​ ​ $ 20,725 ​ $ 8,500 (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. ​ 14 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 11. Accounts Payable and Accrued Liabilities ​ Accounts payable and accrued liabilities outstanding at March 31, 2026, and December 31, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, ​ ​ 2026 ​ 2025 Accounts Payable (1) ​ $ 9,058 ​ $ 2,277 Accrued Liabilities (2) ​ 44,800 ​ 43,771 ​ ​ $ 53,858 ​ $ 46,048 (1) The accounts payable balance includes $ 0.7 million of underutilization fees payable to the related parties under 2024 Credit facility (Note 16). (2) 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). 12 . Warrants Public Warrants 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. The exercise price for the Public Warrants is $ 11.50 per common share. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. As at 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 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. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Warrants Warrants liability as at December 31, 2025 ​ $ 13,351 Decrease in fair value of warrants liability ​ ( 10,662 ) Warrants liability as at March 31, 2026 ​ $ 2,689 ​ 15 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) As at March 31, 2026, the fair value of the Private Warrants was estimated using the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Share price ​ $ 4.67 ​ $ 6.17 ​ Volatility ​ ​ 110.21 % 124.72 % Term ​ ​ 0.44 years 0.69 years Risk-free rate ​ ​ 3.65 % 3.49 % Dividend yield ​ ​ 0.0 % 0.0 % ​ 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 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. 16 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) The Nauru Warrants cannot be exercised until the following conditions have been met: ● A subsidiary of the Company other than NORI obtains a permit, license or other authorization from the United States for the conduct of deep seabed mineral activities; and ● The subsidiary other than NORI commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization. During the three 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 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 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 U.S. for the conduct of deep seabed mineral activities; and ● The subsidiary other than TOML commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization. During the three 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). ​ ​ 13 . Share-Based Compensation The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at 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 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”). 17 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Stock options A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ Short-Term ​ Long-Term ​ Number of ​ ​ Options ​ Options ​ Options ​ ​ Outstanding ​ Outstanding ​ Outstanding ​ ​ under 2018 ​ under 2018 ​ under ​ Plan ​ Plan ​ Incentive Plan Outstanding – December 31, 2024 ​ 14,300,575 9,644,874 3,940,000 Granted ​ — — 7,750,000 Expired/ Forfeited ( 11,578 ) — ( 500,000 ) Exercised ( 4,051,304 ) ( 695,242 ) — Outstanding – December 31, 2025 10,237,693 ​ 8,949,632 ​ 11,190,000 Exercised ( 1,594,041 ) ( 284,418 ) ( 166,667 ) Outstanding – March 31, 2026 8,643,652 8,665,214 11,023,333 ​ 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). 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 prior periods. 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: ​ ​ ​ ​ ​ ​ ​ ​ Number of RSUs ​ ​ Outstanding Outstanding – December 31, 2024 34,312,655 Granted 35,381,992 Forfeited ( 1,076,371 ) Exercised ( 20,296,128 ) Outstanding - December 31, 2025 ​ 48,322,148 Granted ​ 543,920 Exercised ​ ( 8,176,728 ) Outstanding - March 31, 2026 40,689,340 ​ 18 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) The details of RSUs granted by the Company during the three months ended March 31, 2026 and 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Three months ended ​ ​ March 31, ​ March 31, Vesting Period ​ ​ 2026 ​ ​ ​ 2025 Vesting Immediately (1) ​ 543,920 ​ 2,619,585 Vesting fully within the first anniversary of the grant date — 60,000 Vesting in thirds on each anniversary of the grant date — 8,818,935 Vesting in fourths on each anniversary of the grant date — 176,302 Vesting based on performance conditions ​ — ​ 324,184 Total Units Granted ​ 543,920 ​ 11,999,006 (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 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 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). 14 . Loss per Share Basic loss per share is computed by dividing the loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent these are dilutive. Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. 19 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) Anti-dilutive equivalent common shares were as follows: ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Three months ended ​ ​ March 31, ​ March 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Outstanding options to purchase common shares ​ 28,332,199 ​ 29,135,449 Outstanding RSUs ​ 40,689,340 ​ 37,921,412 Outstanding shares under ESPP ​ 9,330 ​ 4,499 Outstanding warrants ​ 55,850,282 ​ 40,680,770 Outstanding Special Shares and options to purchase Special Shares ​ 136,004,597 ​ 136,011,413 Total anti-dilutive common equivalent shares ​ 260,885,748 ​ 243,753,543 ​ ​ 15. Financial Instruments ​ The following table presents the Company’s financial instruments, including those measured at fair value on a recurring basis and their classification within the fair value hierarchy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ ​ March 31, ​ ​ ​ December 31, Categories of Financial Instruments ​ Hierarchy ​ 2026 ​ 2025 Financial assets ​ ​ ​ ​ ​ ​ Amortized cost ​ ​ ​ ​ ​ ​ Cash — $ 119,682 $ 117,633 Commodity taxes and other receivables — ​ ​ 727 ​ ​ 664 ​ ​ ​ $ 120,409 $ 118,297 ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ Amortized cost ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities (Note 11) — $ 53,858 $ 46,048 Fair value through profit or loss ​ ​ ​ ​ ​ ​ ​ ​ Royalty liability (Note 8) Level 3 ​ ​ 145,000 ​ ​ 145,000 Warrants liability (Note 12) Level 3 ​ ​ 2,689 ​ ​ 13,351 ​ ​ ​ $ 201,547 $ 204,399 ​ ​ 20 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 16 . Related Party Transactions On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $ 20 million in the aggregate ( $ 10 million from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180 -day average plus 4.0 % per annum payable in cash semi - annually (or plus 5 % if paid - in - kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0 % per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The 2024 Credit Facility also contains customary events of default. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $ 25 million in the aggregate ($ 12.5 million from each of the 2024 Lenders). On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $ 38 million in the aggregate ($ 19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025 . As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5 % on any undrawn amounts under the 2024 Credit Facility. On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $ 44 million in the aggregate ($ 22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026 with the 2024 Lenders having an option to extend the maturity date by up to two additional one year periods. As per the Third Amendment to the 2024 Credit Facility, the underutilization fees are to be paid quarterly in cash or shares at the 2024 Lenders election and the 2024 Lenders have an option to terminate the credit facility upon certain financing events. On March 25, 2026, the 2024 Lenders extended the maturity date of the 2024 Credit Facility by one year, expiring on June 30, 2027, subject to further extension to June 30, 2028 at the election of the 2024 Lenders. 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. 21 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 17 . Contingent Liabilities On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of the Company’s motion to dismiss the breach of the Subscription Agreement claim. The appeal was heard on November 8, 2024. The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase, 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 January 16, 2026, American Metal Inc. and American Metal Resources LLC filed a civil claim against TMC The Metals Company Inc. and The Metals Company USA LLC in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc. and American Metal Resources LLC v. TMC The Metals Company Inc. and The Metals Company USA LLC, No. S260335. The complaint 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. ​ 18. Segmented Information The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and reviews financial information on a consolidated basis to allocate resources and assess performance. Accordingly, the Company operates as a single operating and reportable segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules. Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, Equipment ​ 2026 ​ 2025 Nauru ​ $ 480 ​ $ 519 Total ​ $ 480 ​ $ 519 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, Software ​ 2026 ​ 2025 Singapore ​ 2,182 ​ 2,125 Total ​ $ 2,182 ​ $ 2,125 ​ 22 Table of Contents TMC the metals company Inc. Notes to Interim Condensed Consolidated Financial Statements (in thousands of US Dollars, except share, per share amounts and unless otherwise stated) (Unaudited) 19. 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. ​ ​ ​ 23 ​ Table of Contents