What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 336 added, 193 removed, 354 unchanged (60% of the section changed)

5 unchanged sentences

Exploration assets

Software development costs

Right-of-use asset

Accounts payable and accrued liabilities

Warrants liability

Warrant liability

Deferred tax liability

5 unchanged sentences

Accumulated other comprehensive loss

( 1,032,001 )

TOTAL LIABILITIES AND EQUITY

1 unchanged sentence

Contingent Liabilities (Note 17)

Subsequent Event (Note 19)

Subsequent Events (Note 19)

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

3 unchanged sentences

Three months ended

Six months ended

Operating expenses

2 unchanged sentences

Operating loss

Equity-accounted investment loss

Charge on Allseas settlement

Nauru warrant cost

Equity-accounted investment loss (income)

Gain on dilution of investment

3 unchanged sentences

Fees and interest on borrowings and credit facilities

Net loss and comprehensive loss for the period, before tax

Loss and comprehensive loss for the period, before tax

Income tax expense

Net loss and comprehensive loss for the period, after tax

Loss per share

Net loss per share

- Basic and diluted

6 unchanged sentences

Comprehensive

Three months ended March 31, 2026

December 31, 2025

Three months ended June 30, 2026

April 1, 2026

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

Share purchase under Employee Share Purchase Plan (Note 13)

Allseas obligation settled with equity (Note 6)

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

Loss for the period

June 30, 2026

( 1,032,001 )

Common Shares

Comprehensive

Three months ended June 30, 2025

April 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses

Shares issued from ATM

Exercise of Class A warrants

Exercise of Class B warrants

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

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Nauru Warrant Cost

Share-based compensation and expenses settled with equity

Loss for the period

June 30, 2025

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

Six months ended June 30, 2026

January 1, 2026

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

Exercise of stock options (Note 13)

Share purchase under Employee Share Purchase Plan (Note 13)

Allseas obligation settled with equity (Note 6)

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

Loss for the period

March 31, 2026

June 30, 2026

( 1,032,001 )

Common Shares

Comprehensive

Three months ended March 31, 2025

Decemeber 31, 2024

Six months ended June 30, 2025

January 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses

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

Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses

Shares issued from ATM

Exercise of Class A warrants

Exercise of Class B warrants

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

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Nauru Warrant Cost

Share-based compensation and expenses settled with equity

Loss for the period

March 31, 2025

June 30, 2025

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

2 unchanged sentences

(in thousands of US Dollars)

Three months ended

Cash provided by (used in)

Operating activities

Six months ended

Cash used in operating activities

Loss for the period

Items not affecting cash:

Nauru warrant cost

Accrued interest on credit facilities

Lease expense

Allseas obligation settled with equity

Charge on Allseas settlement

Share-based compensation and expenses settled with equity

Equity-accounted investment loss

Equity-accounted investment (income) loss

Gain on dilution of investment

1 unchanged sentence

Unrealized foreign exchange movement

Interest paid on short-term debt

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

Changes in working capital:

3 unchanged sentences

Investing activities

Investment in investee

Acquisition of equipment and software

Net cash used in investing activities

Proceeds from investee distribution

Net cash (used in) generated from investing activities

Financing activities

Proceeds from exercise of stock options

Proceeds from registered direct offering

Expenses paid for registered direct offering

Proceeds from Korea Zinc Private Placement

Proceeds from Registered Direct Offerings

Expenses paid for Registered Direct Offerings

Proceeds from shares issued from ATM

Repayment of Debt

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 Employee Share Purchase Plan

Net cash provided by financing activities

Increase/(Decrease) in cash

(Decrease) increase in cash

Impact of exchange rate changes on cash

11 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 1111 West Hastings Street, 15 th Floor, Vancouver, British Columbia, Canada, V6E 2J3.

Effective January 1, 2026, the Company amalgamated with its wholly-owned subsidiary DeepGreen Metals ULC, continuing as one company under the name “TMC the metals company Inc.” 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.

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 exploration contracts 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 be transformed into nickel, cobalt and copper-bearing intermediate and individual high - purity refined metal 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.

3 unchanged sentences

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.

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 TMC USA-A 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:

The application 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.

(ii) a 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 (EIS) 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.

On May 28, 2026, NOAA certified TMC USA-B exploration license application and it is now in the environmental review stage.

The consolidated application received substantial compliance on March 6, 2026 and full compliance on April 28, 2026, representing another step along the path of regulatory milestones.

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.

On July 20, 2026, the Council of the ISA approved a five-year extension of NORI’s exploration contract to July 21, 2031, and TOML has applied for a five-year extension of its contract, which is due to expire on January 11, 2027.

The ISA has an ongoing inquiry into the possible non-compliance of NORI and TOML with their respective exploration contracts, which NORI and TOML dispute and which is the subject of proceedings before the Seabed Disputes Chamber of the International Tribunal for the Law of the Sea (Note 17).

TMC the metals company Inc.

1 unchanged sentence

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

The realization of the Company’s assets and attainment of profitable operations are dependent upon many factors including, among other things:

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.

Basis of Presentation

These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S.

These unaudited interim condensed consolidated financial statements are prepared in accordance with U.S.

Generally Accepted Accounting Principles (“U.S.

1 unchanged sentence

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.

GAAP have been condensed or omitted in these unaudited interim condensed consolidated 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.

These unaudited interim condensed consolidated 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.

14 unchanged sentences

● 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.

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)

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.

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2026, and 2025.

As at June 30, 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.

Recent Accounting Pronouncements Not Yet Effective

In November 2024, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement:

Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures , to improve disclosures about the nature of expenses within line items on the statements of operations.

The amendments in ASU 2024-03 are effective for annual reporting periods after December 15, 2026, and subsequent interim periods;

however, early adoption is permitted.

The amendments in this update should be applied either:

(1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 , Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which removes references to software development project stages and clarifies the threshold for capitalization of internal-use software costs.

The standard is effective for the Company for annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) , which is intended to streamline the guidance in ASC 270, Interim Reporting , and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

Strategic Alliance with Allseas and Affiliates

On May 11, 2026, the Company and Allseas Deepsea Marine Contractors (“Allseas Deepsea”), a wholly owned subsidiary of Allseas Group S.A.

(“Allseas”), entered into an agreement (“Agreement”) to complete the development and operate the commercial nodule collection system (“ Hidden Gem system”) in connection with the Company’s planned offshore polymetallic nodule operations.

The Agreement supersedes the non-binding term sheet entered between NORI and Allseas on March 16, 2022.

TMC the metals company Inc.

1 unchanged sentence

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

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

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:

As per the Agreement, 50 % of engineering costs, project management costs and vessel use services costs including lay-up costs incurred by Allseas prior to March 30, 2026 and 50 % of additional negotiated costs, are to be settled through the issuance of the Company’s common shares with the remaining 50 % to be settled through a production-based repayment mechanism (“Deferred Amounts”).

The Company accounted for the share-settled portion as a forward contract with the number of shares determined using a share price equal to a 10 % discount to the 20 -trading-day volume-weighted average price (“VWAP”) ending on March 30, 2026, in accordance with the Agreement.

Upon execution of the Agreement, the Company remeasured the share-settled obligation based on the contractual pricing mechanism, resulting in a $ 7.9 million charge representing the difference between the carrying amount of the obligation and the remeasured share-settled obligation, which was recorded as Charge on Allseas settlement in the Condensed Consolidated Statement of Loss and Comprehensive Loss.

On July 2, 2026, the Company issued 7,305,567 common shares to Allseas Group S.A., at the direction of Allseas Deepsea Marine Contractors as the counterparty under the Agreement, in settlement of the equity-settled obligation.

During the second quarter of 2026, the Company recognized the Deferred Amounts of $ 36.1 million as a liability, with the corresponding expense recorded within mining, technology and process development in exploration and evaluation expenses (Note 9).

The Deferred Amounts are repayable regardless of whether commercial production commences and would become payable upon expiration or termination of the Agreement.

Under the Agreement, Allseas Deepsea will provide engineering, project management, procurement, construction, vessel modification, system integration, testing, commissioning, mobilization and operational services related to the Hidden Gem system, production vessel and related collection and support systems prior to the commencement of commercial production (“Development Activities”).

Allseas Deepsea will also provide operating, maintenance, marine transportation and related services following the commencement of commercial production.

The Company is required to reimburse Allseas Deepsea for eligible costs incurred for Development Activities and according to approved work plans and budgets, with a portion of such costs payable as incurred and the remainder deferred and payable based on future commercial production volumes.

The Agreement has an initial term ending five years following the commencement of commercial production.

Thereafter, the parties will negotiate successive extension terms;

if revised commercial terms have not been agreed by the expiration of the then current term, commercial production continues under the existing contractual terms until revised terms are agreed or the Agreement is otherwise terminated in accordance with its provisions.

The commencement of commercial production is subject to, among other matters, receipt of a commercial recovery permit from NOAA, completion and acceptance of the commercial nodule collection system and approval of the applicable commercial production work plan and budget.

During the second quarter of 2026, under the Agreement, Allseas Deepsea provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 4.7 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) (three months ended June 30, 2025:

$ 0.9 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.

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas granted 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.

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:

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)

For the three and six months ended June 30, 2026, the Company has recognized $ 0.5 million and $ 1 million, respectively as lease expense recorded as exploration and evaluation expense (for the three and six months ended June 30, 2025:

$ 0.5 million and $ 1 million respectively).

Right-of-use Asset

3 unchanged sentences

Lease expense during the period

Balance as at March 31, 2026

Balance as at June 30, 2026

2023 Credit Facility and Loan Agreements with Company Related to Allseas

1 unchanged sentence

(“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.

Notes to Interim Condensed Consolidated Financial Statements

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

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:

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 remaining obligation being $ 2 million in underutilization fees, recorded as accrued liabilities in the Company’s Condensed Balance Sheet as at June 30, 2026.

As at June 30, 2026, the total amount payable to Allseas and its affiliates was $ 83.7 million, with $ 40.5 million recorded in accrued liabilities and $ 43.2 million recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets (Note 11) which was settled with an issuance of common shares on July 2, 2026 (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:

As at June 30, 2026, Allseas and its affiliates owned 56.1 million TMC common shares (2025:

56.1 million TMC common shares) which constituted 12.9 % (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.

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

Including the shares issued on July 2, 2026, Allseas and its affiliates own 63.4 million TMC common shares, constituting 14.4 % ownership of total common shares outstanding.

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

The Metals Royalty

5 unchanged sentences

Investment as at December 31, 2025

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

Purchase of additional investment

Equity-accounted investment loss the period

Dilution gain

Investment as at March 31, 2026

Return of capital

Investment as at June 30, 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)

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.

(“The Metals Royalty Company” or “TMCR”) 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 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).

The CVR has expired as The Metals Royalty Company Inc.

began public trading on Nasdaq in the second quarter of 2026.

On May 6, 2026, The Metals Royalty Company entered into a royalty purchase agreement to acquire a 1 % index-priced gross overriding production royalty, with a revenue floor, over an iron ore project located in Nashwauk, Minnesota, together with an option to acquire an additional 1 % royalty on substantially the same terms.

The aggregate purchase price for each royalty acquisition is $ 132.5 million, comprising $ 125.0 million in cash and $ 7.5 million in common shares.

The initial royalty acquisition closed on June 1, 2026, with the cash consideration funded through a combination of a private placement, borrowings under a senior secured credit facility and a portion of the previously paid transaction deposit.

On May 29, 2026, The Metals Royalty Company exercised its option to acquire an additional 1.0 % royalty.

As of June 30, 2026, the additional royalty acquisition had not yet closed.

During the three and six months ended June 30, 2026, The Metals Royalty Company issued 6,983,616 common and 11,118,097 common shares in relation to a finance offering (the “Offering”), compensation expenses and royalty purchase.

The Company participated in the Offering and acquired 76,923 shares of TMCR for $ 1 million.

As the shares were issued by TMCR at a price higher than the carrying amount per share of the Company’s investment in TMCR, the Company recorded a dilution gain of $ 18.5 million in the second quarter of 2026 (dilution gain of $ 23.1 million for the six months ended June 30, 2026).

As a result of the various share issuances by TMCR in the first half of 2026, the Company’s ownership interest in TMCR reduced from 27.2 % to 22.4 %.

(December 31, 2025:

By virtue of its ownership interest, the Company has representation on the board of directors of TMCR, providing the Company with the ability to exercise significant influence over TMCR’s operating and financial activities.

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

For the three and six months ended June 30, 2026, the Company’s share of the net loss generated by The Metals Royalty Company was $ 1.6 million and $ 4.3 million, respectively (for the three and six months ended June 30, 2025, the Company’s share of The Metals Royalty Company’s net loss was:

$ 89 thousand and $ 54 thousand).

As at June 30, 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 ownership and its share of future reported earnings or losses.

TMC the metals company Inc.

1 unchanged sentence

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

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,

Financial results of The Metals Royalty Company as at and for the three and six months ended June 30, 2026, and 2025 are summarized below:

As at June 30,

As at December 31,

2 unchanged sentences

Current liabilities

Long term debt

Three months ended

Six months ended

Operating expenses from continuing operations

Net loss from continuing operations

Net loss from discontinued operations

Net income 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.

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:

The Company holds 27.2 % ownership interest (December 31, 2025:

27.2 %) and has representation on the board of directors of 1554997 B.C.

Ltd., providing the Company with the ability to exercise significant influence over 1554997 B.C.

Ltd.’s operating and financial activities.

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

The Company records its share of the investee’s results on a one-quarter reporting lag.

Accordingly, for the three and six months ended June 30, 2026, the Company recognized its share of the Investee’s results for the three and six months ended March 31, 2026 (from December 18, 2025, to March 31, 2026).

Based on the reporting lag, the Company recognized equity method income of $ 32 thousand for the three months ended June 30, 2026, and equity method losses of $ 248 thousand for the six months ended June 30, 2026.

In the three and six months ended June 30, 2026, 1554997 B.C.

Ltd declared and remitted a return of capital of $ 0.011 per share amounting to $ 0.2 million.

Investee Results (3-month Lag Basis)

March 31, 2026

December 31, 2025

4 unchanged sentences

Three months ended

December 31, 2025

Six months ended

March 31, 2026

Royalty income

Operating income

Net income (loss)

TMC the metals company Inc.

5 unchanged sentences

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.

As at June 30, 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 March 31, 2026.

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

Exploration and Evaluation Expenses

1 unchanged sentence

Three months ended

Six months ended

Environmental studies

5 unchanged sentences

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

Three months ended June 30, 2026, includes a charge payable to Allseas of $ 32.8 million to record the Deferred Costs incurred before March 30, 2026 and $ 4.4 million of additional negotiated costs as part of the Agreement signed May 11, 2026 (Note 6).

General and Administrative Expenses

The details of general and administrative expenses are as follows:

Three months ended

Six months ended

Professional and consulting fees (1)

6 unchanged sentences

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).

(1) During three and six months ended June 30, 2026, professional and consulting fees include $ 0.4 million and $ 0.6 million respectively, of expenses settled with RSUs (Three months and six months ended June 30, 2025:

$ 0.2 million and $ 0.6 million, respectively) (Note 13).

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

3 unchanged sentences

Accounts Payable and Accrued Liabilities

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

Accounts payable and accrued liabilities outstanding at June 30, 2026, and December 31, 2025 are as follows:

Accounts payable

Accrued liabilities (1) (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).

The accrued liabilities balance for both periods include $ 0.7 million of underutilization fees payable to the related parties under 2024 Credit facility (Note 16).

As at June 30, 2026, accrued liabilities totaled $ 50.4 million (December 31, 2025:

$ 43.8 million), of which $ 40.5 million relates to Allseas (Note 6) (December 31, 2025:

$ 34.2 million).

Public Warrants

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

As at June 30, 2026, 15,000,000 common share warrants issued by the Company as part of the units offered in its initial public offering (“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 March 31, 2026, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital (December 31, 2025:

As at June 30, 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 ).

As at June 30, 2026, 9,500,000 Private Warrants were outstanding (December 31, 2025:

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

3 unchanged sentences

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.

As at June 30, 2026, the fair value of outstanding Private Warrants of approximately $ 0.5 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

Warrant liability as at December 31, 2025

Decrease in fair value of warrants liability

Warrants liability as at March 31, 2026

Warrant liability as at June 30, 2026

TMC the metals company Inc.

1 unchanged sentence

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

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

As at June 30, 2026, the fair value of the Private Warrants was estimated using the following assumptions:

Exercise price

2 unchanged sentences

Class A Warrants

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

As at June 30, 2026, 4,317,500 Class A warrants issued as part of a registered direct offering in 2023 (“Class A Warrants”) were outstanding (December 31, 2025:

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:

During the three and six months ended June 30, 2026, there were no exercises of Class A Warrants.

As at June 30, 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 ).

As at June 30, 2026, 15,000 Class B warrants were outstanding (December 31, 2025:

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:

During the three and six months ended June 30, 2026, there had been no exercises of Class B warrants.

As at June 30, 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 ).

As at June 30, 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:

During the three and six months ended June 30, there had been no exercises of Class C warrants.

As at June 30, 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 ).

As at June 30, 2026, 6,868,181 warrants issued to Korea Zinc were outstanding (December 31, 2025:

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:

During the three and six months ended June 30, 2026, there had been no exercises of the warrants issued to Korea Zinc and as at June 30, 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 ).

Warrants issued to Republic of Naoero, formerly known as Republic of Nauru (“Naoero” or “Nauru”)

As at June 30, 2026, 9,146,268 warrants issued to the Republic of Naoero (“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.

6 unchanged sentences

● 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:

During the three and six months ended June 30, 2026, there has been no exercises of the Nauru Warrants.

As at June 30, 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 ).

As at June 30, 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.

1 unchanged sentence

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;

● 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;

● 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:

During the three and six months ended June 30, 2026, there were no exercises of the Tonga Warrants.

As at June 30, 2026, the value of outstanding Tonga Warrants of $ 5 million was recorded in additional paid in capital (December 31, 2025:

$ 5 million).

1 unchanged sentence

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.

As at June 30, 2026, there were a total of 21,941,580 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.

11 unchanged sentences

( 1,594,041 )

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).

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.

Outstanding – June 30, 2026

During the three and six months ended June 30, 2026, the Company recognized $ 0.5 million and $ 0.9 million, respectively of share-based compensation expense for stock options (three and six months ended June 30, 2025, the Company recognized $ 0.7 million and $ 1.1 million, respectively, of share-based compensation expense for stock options).

During the three and six months ended June 30, 2026, share-based compensation expense related to exploration and evaluation activities amounted to $ 25 thousand and $ 50 thousand respectively (three and six months ended June 30, 2025:

$ 0.2 million).

The amount of the share-based compensation expense recognized related to general and administrative matters for the three and six months ended June 30, 2026, was $ 0.4 million and $ 0.9 million, respectively (three and six months ended June 30, 2025:

$ 0.5 million and $ 0.9 million, respectively).

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 the holder is providing service to the Company on such vesting date.

6 unchanged sentences

( 8,689,551 )

Outstanding - March 31, 2026

Outstanding – June 30, 2026

TMC the metals company Inc.

1 unchanged sentence

(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:

The details of RSUs granted by the Company during the three- and six-month periods in 2026 and 2025 are as follows:

Three months ended

Six months ended

Vesting Period

Vesting immediately (1)

Vesting fully within the first anniversary of the grant date

Vesting fully within and on first anniversary of the grant date (2)

Vesting in thirds on each anniversary of the grant date (3)

Vesting in fourths on each anniversary of the grant date

Vesting three years from grant date

Vesting based on performance conditions

Total Units Granted

(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:

(1) Of the 159,941 RSUs granted during the three months ended June 30, 2026, 64,568 RSUs were granted to consultants and employees with an aggregate fair value of $ 0.4 million recorded in general and administrative expenses.

The 159,941 RSUs granted during the three months ended June 30, 2026, also consist of 95,373 RSUs with an aggregate fair value of $ 0.6 million issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2025 until the end of March 2026.

Of the 462,042 RSUs granted during the three months ended June 30, 2025, 310,530 RSUs were granted to consultants with an aggregate fair value of $ 0.8 million recorded in general and administrative expenses.

The 462,042 RSUs granted during the three months ended June 30, 2025, also consist of 91,512 RSUs with an aggregate fair value of $ 398,075 issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2024 until the end of March 2025.

The remaining 60,000 grants were issued to employees.

(2) During the three months ended June 30, 2026, an aggregate of 99,168 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2027 annual shareholders meeting.

The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.6 million.

During the three months ended June 30, 2025, an aggregate of 134,226 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which vested at the Company’s 2026 annual shareholders meeting.

The total fair value of units granted as annual grants to non-employee directors amounted to $ 0.6 million.

In the first quarter of 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $ 0.1 million charged as general and administrative expenses.

(3) The Company granted 5,750,193 RSUs, as payment for the 2025 LTIP awards ( 8,818,935 RSUs were granted as payment 2024 LTIP award during the first quarter of 2025).

The Company also granted 70,921 RSUs as initial awards to employees in the second quarter of 2026.

The grant date fair value of all RSUs granted during the three and six months ended June 30, 2026, is equivalent to the closing share price of the Company’s common shares on the date of grant.

During the three and six months ended June 30, 2026, a total of $ 15.3 million and $ 35.4 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2025:

$ 6.2 million and $ 11.6 million, respectively).

For the three and six months ended June 30, 2026, a total of $ 6.4 million and $ 11.9 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025 - $ 3.2 million and $ 5.1 million, respectively).

The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $ 8.9 million and $ 23.5 million, respectively (three and six months ended June 30, 2025 - $ 3 million and $ 6.5 million, respectively).

As at June 30, 2026, the total unrecognized share-based compensation expense for RSUs was $ 83.2 million (December 31, 2025:

$ 91.5 million).

As at June 30, 2026, an aggregate of 3,400,229 vested RSUs were being processed and due to be converted into common shares (December 31, 2025:

81,198 units).

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)

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.

As at June 30, 2026, there were 18,221,054 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).

During the three and six months ended June 30, 2026, a total of $ 17 thousand and $ 30 thousand, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense (three and six months ended June 30, 2025:

$ 4 thousand), representing the share price purchase discount offered by the Company.

For the three and six months ended June 30, 2026, a total of $ 9 thousand and $ 16 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2025:

$ 4 thousand).

The amount of share-based compensation expense related to general and administrative matters for three and six months ended June 30, 2026 was $ 8 thousand and $ 14 thousand, respectively (three and six months ended June 30, 2025:

During the three and six months ended June 30, 2026, the Company issued 25,191 common shares (during the three and six months ended June 30, 2025:

12,533 common shares) to its employees as part of its ESPP program.

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:

Three months ended

Six months ended

Outstanding options to purchase common shares

4 unchanged sentences

Total anti-dilutive common equivalent shares

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)

Financial Instruments

9 unchanged sentences

Royalty liability (Note 8)

Warrants liability (Note 12)

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)

Warrant liability (Note 12)

Related Party Transactions

9 unchanged sentences

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.

Under the terms of the 2024 Credit Facility, amounts repaid are not available for reborrowing and permanently reduce the borrowing capacity under the facility.

During the third quarter of 2025, the Company repaid the entire outstanding balance of $ 2.4 million, reducing the borrowing limit from $ 22.0 million to $ 19.6 million.

On March 26, 2026, the borrowing limit of the credit facility from ERAS Capital LLC was reset to $ 22 million.

TMC the metals company Inc.

1 unchanged sentence

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

During the three and six months ended June 30, 2026, the Company did not repay or draw from the 2024 Credit Facility (during the three and six months ended June 30, 2025, the Company repaid $ nil and $ 1.8 million respectively of the drawn amount and did not draw from the 2024 Credit Facility) and as at June 30, 2026, did no t have any outstanding drawn amounts.

During the three and six months ended June 30, 2026, the Company incurred $ nil as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.3 million respectively, as underutilization fees (during the three and six months ended June 30, 2025, the Company incurred $ 0.1 million as interest expense, while for those same periods, it incurred $ 0.7 million and $ 1.2 million, respectively, as underutilization fees).

The interest repaid during the three and six months ended June 30, 2026, was $ nil (during the three and six months ended June 30, 2025, the Company repaid interest amounting to $ 0.1 and $ 0.2 million respectively).

For three and six months ended June 30, 2026, the Company repaid underutilization fees amounting to $ 0.7 million and $ 1.3 million, respectively (during the three and six months ended June 30, 2025, the Company repaid underutilization fees amounting to $ 0.9 million).

During the three and six months ended June 30, 2026, the Company’s consulting fees amounting to $ 0.2 million and $ 0.5 million respectively, were provided by immediate family members of management, which are included in general and administrative expenses (during the three and six months ended June 30, 2025, consulting fees amounted to $ 0.1 million).

As at June 30, 2026, consulting fees payable to immediate family members of management were $ 63 thousand (December 31, 2025:

$ 57 thousand).

Apart from the above-mentioned transactions, the Company had transactions with Allseas and The Metals Royalty Company which are detailed in Notes 6 and 7.

Contingent Liabilities

10 unchanged sentences

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.

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

Discovery closed following the plaintiffs’ filing of a note of issue on April 27, 2026.

On June 26, 2026, the Company and the plaintiffs cross-moved for summary judgment, and that briefing is ongoing, with the parties’ opposition briefs due July 31, 2026 and reply briefs due August 25, 2026.

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.

6 unchanged sentences

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.

The complaint alleged, 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.

In June 2026, without any admission of liability by any party, the Company entered into a settlement deed with American Metal Inc., American Metal Resources LLC, Robert Heydon and certain of his affiliated parties resolving this action, pursuant to which the parties agreed to the consent dismissal, without costs to any party, of the civil claim and our counterclaim, together with mutual releases of related claims.

This matter is now concluded.

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)

On May 18, 2026, NORI and TOML each issued a Notice of Dispute to the International Seabed Authority (the “ISA”) concerning the ISA’s inquiries into their possible non-compliance with their Exploration Contracts, dated July 22, 2011 and January 11, 2012, respectively.

By Applications filed with the Registry on June 5, 2026, NORI and TOML each instituted proceedings, together with a request for provisional measures, before the Seabed Disputes Chamber (the “Chamber”) of the International Tribunal for the Law of the Sea (“ITLOS”), captioned Nauru Ocean Resources Inc.

International Seabed Authority, Case No.

34, and Tonga Offshore Mining Ltd.

International Seabed Authority, Case No.

The Applications allege that the ISA failed to afford due process, transparency and fairness in its Council-mandated inquiries and, in NORI’s case, in the ISA’s separate consideration of NORI’s application to extend its Exploration Contract.

Following a hearing on July 2–3, 2026, the Chamber issued parallel orders on July 18, 2026 prescribing provisional measures requiring the ISA to act in accordance with the relevant legal framework, including rules of due process, in the pending inquiries (and, for NORI, in the Exploration Contract extension procedure), to provide NORI and TOML the information they need to respond meaningfully, and to cooperate with NORI and TOML and refrain from aggravating the dispute.

The Chamber did not order the suspension of the inquiries that NORI and TOML had requested, and each party bears its own costs of that phase.

NORI, TOML and the ISA are each required to submit an initial compliance report to the Chamber by August 31, 2026.

The orders do not prejudge the Chamber’s jurisdiction over the merits, which remain to be briefed and heard.

The ISA requested an extension of the deadline to file its defense on the merits until March 30, 2027, which was granted by the Chamber.

The relief sought by NORI and TOML is declaratory and injunctive rather than monetary, and no damages have been claimed or awarded in either proceeding.

On July 20, 2026, the Council of the ISA approved a five-year extension of NORI’s Exploration Contract, effective July 22, 2026 and expiring July 21, 2031, without prejudice to any findings or recommendations arising from the inquiry.

On July 10, 2026, TOML applied to the ISA for a five-year extension of its Exploration Contract, which is due to expire on January 11, 2027.

The application is scheduled to be considered in February and March 2027, and TOML expects its Exploration Contract to continue in force in the interim under the ISA’s extension procedures.

Neither NORI nor TOML had received the information contemplated by the orders as of the date of this Quarterly Report on Form 10-Q.

No amounts have been recognized in these unaudited condensed consolidated interim financial statements in respect of these proceedings, and related legal costs are expensed as incurred.

Segmented Information

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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.

Notes to Interim Condensed Consolidated Financial Statements

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

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.

Subsequent Events

On July 2, 2026, the Company issued 7,305,567 common shares to Allseas Group S.A.

in settlement of the equity-settled portion of the amounts owing under the Agreement, as described in Note 6.

In July 2026, the Seabed Disputes Chamber prescribed provisional measures in the proceedings brought by NORI and TOML against the ISA, the Council of the ISA approved a five-year extension of NORI’s exploration contract and TOML applied for a five-year extension of its own.

These matters are described in Note 17.

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