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Except as set forth below, we are not currently a party to any material legal proceedings.
−Removed: On September 20, 2021, we commenced litigation in the New York Supreme Court, New York County against two investors who failed to fund their investment commitments in connection with the closing of the Business Combination.
−Removed: These actions are captioned Sustainable Opportunities Acquisition Corp.
−Removed: n/k/a TMC the metals company Inc.
−Removed: Ethos Fund I, LP, Ethos GP, LLC, Ethos DeepGreen PIPE, LLC, and Ethos Manager, LLC, Index No.
−Removed: 655527/2021 (N.Y.
−Removed: Ct.) and Sustainable Opportunities Acquisition Corp.
−Removed: n/k/a TMC the metals company Inc.
−Removed: Ramas Capital Management, LLC, Ramas Energy Opportunities I, LP, Ramas Energy Opportunities I GP, LLC, and Ganesh Betanabhatla, Index No.
−Removed: 655528/2021 (N.Y.
−Removed: The operative complaints allege that the investors breached the relevant subscription agreement and that the investors’ affiliates tortiously interfered with the subscription agreements by causing the investor not to fund its contractual obligations.
−Removed: We are seeking compensatory damages (plus interest), equitable relief, expenses, costs, and attorneys’ fees.
−Removed: On December 17, 2021, the defendants at Ethos moved to dismiss the complaint which was unsuccessful.
−Removed: The matter is proceeding into the discovery phase.
−Removed: There can be no assurances, however, that we will be successful in our efforts against these investors.
On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v.
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F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard.
−Removed: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021.
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A resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved.
−Removed: In February 2022, we received letters from the SEC notifying us of an investigation and requesting the voluntary production of documents and information regarding our 2020 acquisition of Tonga Offshore Mining Limited from Deep Sea Mining Finance Ltd.
−Removed: and our Business Combination with SOAC.
−Removed: The Company is continuing to cooperate with the investigation and respond voluntarily to the SEC’s requests.
On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al.
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We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim.
+Added: The appeal was heard on November 8, 2024.
+Added: The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase.
There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
Such losses or range of possible losses cannot be reliably estimated.
+Added: On November 8, 2024, a shareholder filed a putative class action against us and certain executives in federal district court for the Central District of California, captioned Lin v.
+Added: TMC The Metals Company Inc., Gerard Barron, and Craig Shesky.
+Added: The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
+Added: Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc.
+Added: and the derecognition of the capitalized exploration contract related to NORI.
+Added: The alleged misstatements and omissions pertain to our initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024.
+Added: The complaint purports to represent a class of shareholders who acquired our securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings.
+Added: On February 6, 2025, the Court appointed a lead plaintiff.
+Added: An amended complaint was filed on March 6, 2025.
+Added: Pursuant to court-approved scheduling, we are expected to serve a motion to dismiss by April 10, 2025, the lead plaintiff is expected to file an opposition by May 15, 2025, and we are expected to reply by June 5, 2025.
+Added: We intend to defend against the lawsuit.
+Added: There can be no assurance, however, that we will be successful in our defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
+Added: Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.
MINE SAFETY DISCLOSURES
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.