What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-14 · 323 added, 186 removed, 333 unchanged (60% of the section changed)

15 unchanged sentences

397,155,318 (December 31, 2024 – 340,708,460 ))

Special Shares

Additional paid in capital

9 unchanged sentences

Three months ended

Six months ended

Operating expenses

2 unchanged sentences

Operating loss

Equity-accounted investment loss

Change in fair value of warrants liability

Nauru Warrant cost

Equity-accounted investment loss (income)

Change in fair value of warrant liability

Foreign exchange loss (gain)

Interest income

Fees and interest on borrowing and credit facilities

Loss and comprehensive loss for the period

Loss per share

Fees and interest on borrowings and credit facilities

Net Loss and comprehensive loss for the period

Net Loss per share

- Basic and diluted

6 unchanged sentences

Comprehensive

Three months ended March 31, 2025

December 31, 2024

Issuance of shares and warrants under Registered Direct Offering, net of expenses (Note 10)

Shares issued as per At-the-Market Equity Distribution Agreement (Note 11)

Three months ended June 30, 2025

April 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses (Notes 10, 12)

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 10, 12)

Shares issued from ATM (Note 11)

Exercise of Class A warrants (Note 12)

Exercise of Class B warrants (Note 12)

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)

Nauru Warrant Cost (Note 12)

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

Loss for the period

March 31, 2025

June 30, 2025

Common Shares

Comprehensive

Three months ended March 31, 2024

December 31, 2023

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

Three months ended June 30, 2024

April 1, 2024

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

Shares issued from ATM

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Share-based compensation and expenses settled with equity

Loss for the period

June 30, 2024

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

TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

Common Shares

Comprehensive

Six months ended June 30, 2025

January 1, 2025

Issuance of shares and warrants to Korea Zinc, net of expenses (Notes 10, 12)

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 10, 12)

Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses (Notes 10, 12)

Shares issued from ATM (Note 11)

Exercise of Class A warrants (Note 12)

Exercise of Class B warrants (Note 12)

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)

Nauru Warrant Cost (Note 12)

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

Loss for the period

June 30, 2025

Common Shares

Comprehensive

Six months ended June 30, 2024

January 1, 2024

Issuance of shares and warrants under registered direct offering, net of expenses

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

Shares issued from ATM

Exercise of stock options

Share purchase under Employee Share Purchase Plan

Share-based compensation and expenses settled with equity

Loss for the period

March 31, 2024

June 30, 2024

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

Six months ended

Cash provided by (used in)

2 unchanged sentences

Items not affecting cash:

Nauru Warrant Cost

Accrued interest on credit facilities

1 unchanged sentence

Share-based compensation and expenses settled with equity

Equity-accounted investment loss

Equity-accounted investment (income) loss

Change in fair value of warrants liability

Unrealized foreign exchange movement

Interest paid short-term debt

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

Changes in working capital:

4 unchanged sentences

Acquisition of equipment and software

Net cash used in investing activities

Proceeds from Low Carbon Royalties distribution

Net cash generated from (used in) investing activities

Financing activities

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 Drawdown of credit facilities

Proceeds from Drawdown of Allseas Debt Agreement

Proceeds from Employee Share Purchase Plan

Net cash provided by financing activities

Decrease in cash

Increase (Decrease) in cash

Impact of exchange rate changes on cash

4 unchanged sentences

Notes to Interim Condensed Consolidated Financial Statements

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

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

Nature of Operations

7 unchanged sentences

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 199,895 square kilometers.

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

The submitted commercial recovery permit application is to secure exploitation 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.

4 unchanged sentences

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

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Basis of Presentation

7 unchanged sentences

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

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Use of Estimates

1 unchanged sentence

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

Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), valuation of Class B warrants (Note 12) as well as the valuation of private warrants (Note 12), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6).

Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 13), valuation of warrants (Note 12), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6).

Actual results could differ materially from those estimates.

10 unchanged sentences

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

There were no transfers between fair value measurement levels during the three months ended March 31, 2025, and 2024.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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

The financial instruments also include royalty liability and warrants which are recorded at fair value as disclosed in Note 7 and Note 12, respectively.

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

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

The financial instruments also include royalty liability, accrued liabilities and warrants which are recorded at fair value as disclosed in Note 7, Note 9 and Note 12, respectively.

Recent Accounting Pronouncements Issued and Adopted

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

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)

Strategic Alliance with Allseas and Affiliates

Development of Project Zero Offshore Nodule Collection System

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system.

During the period ended March 31, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 2.3 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 8) (For three months ended March 31, 2024:

$ 3.7 million).

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 and six months ended June 30, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $ 0.9 million and $ 3.2 million, respectively as part of the development of the commercial nodule collection system:

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

$ 3.2 million and 6.9 million respectively).

Exclusive Vessel Use Agreement with Allseas

1 unchanged sentence

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, 2025, the Company has recognized $ 0.5 million as lease expense recorded as exploration and evaluation expense (For the three months ended March 31, 2024:

$ 0.5 million).

For the three and six months ended June 30, 2025, 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, 2024:

$ 0.5 million and $ 1 million respectively).

Right-of-use Asset

3 unchanged sentences

Lease expense during the period

Balance as at March 31, 2025

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Balance as at June 30, 2025

2023 Credit Facility and Loan Agreements with Company Related to Allseas

7 unchanged sentences

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

During the three months ended March 31, 2025 and 2024, the Company incurred $ 0.2 million as underutilization fees in both periods.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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

3 unchanged sentences

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

For the three months ended March 31, 2025, the Company did not repay any portion of the drawn amount of $ 7.5 million and incurred $ 0.2 million as interest expense.

As at March 31, 2025, the total amount payable to Allseas and its affiliates was $ 37.1 million, with $ 7.5 million of this amount recorded as short-term debt and the remaining balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 9) (December 31, 2024:

$ 33.3 million, recorded as accrued liabilities and $ 7.5 million recorded as short-term debt).

As at March 31, 2025, Allseas and its affiliates owned 53.8 million TMC common shares (2024:

During the three and six months ended June 30, 2025, the Company incurred $ 0.1 million and $ 0.2 million, respectively as interest expense.

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

Other Activity

On May 12, 2025, the Company entered into a securities purchase agreement with Allseas (Note 10) pursuant to which the Company agreed to sell and issue, 2,333,333 common shares of the Company, and 2,333,333 Class C warrants (“Class C Warrants”) to Allseas for gross proceeds of $ 7 million.

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

As at June 30, 2025, the total amount payable to Allseas and its affiliates was $ 32.4 million, with the entire balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 9) (December 31, 2024:

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

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

53.8 million TMC common shares) which constituted 14.1 % (December 31, 2024:

6 unchanged sentences

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

During the three months ended March 31, 2025, there was no change to the Company’s ownership in Low Carbon Royalties which remained at 32 % (December 31, 2024:

During the six months ended June 30, 2025, there was no change to the Company’s ownership in Low Carbon Royalties which remained at 32 % (December 31, 2024:

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

For the three months ended March 31, 2025, the Company’s share of the net loss generated by the Low Carbon Royalties was $ 35 thousand (For the three months ended March 31, 2024:

$ 78 thousand).

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

For the three and six months ended June 30, 2025, the Company’s share of the net gain generated by Low Carbon Royalties was $ 89 thousand and $ 54 thousand, respectively (For the three and six months ended June 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was:

$ 61 thousand and $ 139 thousand respectively).

During the second quarter of 2025, Low Carbon Royalties declared and paid a return of capital of $ 0.025 per share with the Company’s share of return of capital amounting to $ 0.3 million.

The Company recorded the return of capital received from Low Carbon Royalties based on the Nature of the Distribution Approach.

As the distribution was a return of capital, the Company has disclosed the receipt under Investing Activities in the Condensed Consolidated Statements of Cash Flows.

Investment as at December 31, 2023

1 unchanged sentence

Investment as at December 31, 2024

Equity-accounted investment loss for the period ended March 31, 2025

Investment as at March 31, 2025

Return of Capital

Equity-accounted investment income for the six months ended June 30, 2025

Investment as at June 30, 2025

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

2 unchanged sentences

The Company compares the specific characteristics of these transactions to estimate the fair value.

The fair value of the royalty liability as at March 31, 2025, remained unchanged at $ 14 million.

Financial results of Low Carbon Royalties as at and for the three months ended March 31, 2025, and 2024 are summarized below:

As at March 31,

The fair value of the royalty liability as at June 30, 2025, remained unchanged at $ 14 million.

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

As at June 30,

Current Assets

1 unchanged sentence

Current Liabilities

Three months ended March 31,

ended June 30,

Royalty Income

Total Revenue

Comprehensive Loss for the Period

Comprehensive Gain (Loss) for the period

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)

Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Environmental Studies

4 unchanged sentences

Sponsorship, Training and Stakeholder Engagement

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities outstanding at March 31, 2025, and 2024 are as follows:

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

Accounts Payable

Accrued Liabilities (1)(2)

(1) As at March 31, 2025, accrued liabilities included $ 29.6 million related to Allseas (Note 6) (December 31, 2024 - $ 25.8 million).

(1) As at June 30, 2025, accrued liabilities included $ 32.4 million related to Allseas (Note 6) (Dec 31, 2024 - $ 25.8 million).

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

Financing Activity

2024 Registered Direct Offering

In the last quarter of 2024, the Company entered into a securities purchase agreement (the “2024 Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) 19,900,000 common shares and issue Class B Warrants to purchase 9,950,000 Common Shares (“Class B Warrants”) (Note 12).

Each common share and accompanying Class B Warrant were sold at a price of $ 1.00 per unit.

The exercise price to purchase one common share under the Class B Warrants is $ 2.00 , subject to adjustment as provided in the 2024 Purchase Agreement.

As at December 31, 2024, 14,900,000 common shares and Class B Warrants to purchase 7,450,000 common shares under the 2024 Registered Direct Offering had been issued following the receipt of gross proceeds of $ 14.9 million.

The Company incurred $ 0.7 million as offering expenses, resulting in net proceeds received of $ 14.2 million.

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

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

Out of the total $ 5 million net proceeds received in the three months ended March 31, 2025, the net proceeds attributable to common shares were $ 2.2 million and the net proceeds attributable to Class B Warrants were $ 2.8 million (Note 12).

2025 Registered Direct Offering

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

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

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)

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

The Company issued the remaining 3,333,333 common shares and 2,330,000 Class C Warrants in July 2025 after receipt of the remaining gross proceeds amounting to $ 7 million.

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

Agreement with Korea Zinc

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

(“Korea Zinc”), pursuant to which the Company in consideration of gross cash receipt of $ 85.2 million, agreed to issue and sell to Korea Zinc 19,623,376 common shares of the Company and accompanying warrants to purchase an aggregate of 6,868,181 common shares (Note 12).

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

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

The total expenses related to the Korea Zinc agreement were $ 1.9 million payable in equity (Note 13) resulting in net proceeds of $ 83.3 million.

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

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

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

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

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

In the three months ended March 31, 2025, the Company issued 2,975,226 common shares (For three months ended March 31, 2024:

nil ) at an average share price of $ 1.93 , resulting in net proceeds of $ 5.6 million, after incurring $ 0.2 million as commission and fees.

In the three and six months ended June 30, 2025, the Company issued 4,567,770 and 7,542,996 common shares, respectively, at an average share price of $ 2.08 and $ 2.02 , respectively.

The net proceeds from the ATM for the three and six months ended June 30, 2025, were $ 9.2 million and $ 14.8 million respectively.

During the three and six months ended June 30, 2025, the Company incurred $ 0.3 million and $ 0.5 million, respectively, as commission and fees.

(During the three months and six months ended June 30, 2024, the Company issued 1,634,588 common shares at an average share price of $ 1.61 resulting in net proceeds amounting to $ 2.6 million after incurring $ 42 thousand as commission and fees).

Public Warrants

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

As at June 30, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 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, 2025, the value of outstanding Public Warrants of $ 19.5 million was recorded in additional paid in capital.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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

Private Warrants

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

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

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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

1 unchanged sentence

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, 2025, the fair value of outstanding Private Warrants of approximately $ 1.4 million is recorded as warrants liability.

As at June 30, 2025, the fair value of outstanding Private Warrants of approximately $ 17.6 million is recorded as warrants liability.

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

1 unchanged sentence

Increase in fair value of warrants liability

Warrants liability as at March 31, 2025

As at March 31, 2025, the fair value of the Private Warrants was estimated using the following assumptions:

Warrants liability as at June 30, 2025

As at June 30, 2025, 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, 2025, 6,230,770 Class A Warrants were outstanding (December 31, 2024 – 6,230,770 ).

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

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

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

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

As at March 31, 2025, the value of outstanding Class A Warrants of $ 5.3 million was recorded in additional paid in capital.

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 10), which closed in November 2024, the Company issued 7,450,000 Class A Warrants to purchase common shares at an exercise price of $ 2.00 per share.

These Class B Warrants were valued on November 14, 2024, at a fair value of $ 0.60 per warrant, using a Monte Carlo valuation.

As on December 31, 2024, 7,450,000 Class B Warrants were outstanding, and the Company recorded the fair value of the Class B Warrants amounting to $ 4.4 million as additional paid in capital.

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

Number of Class A

Outstanding – December 31, 2023

Outstanding – December 31, 2024

Exercised (1)

Outstanding – June 30, 2025

Does not include 1,638,270 Class A Warrants which were in the process of being exercised for which the Company received the exercise amount of $ 3.6 million in the second quarter of 2025.

The exercise was completed, and the shares were issued on July 7, 2025.

As of June 30, 2025, the exercise amount received pending share issuance was recorded in additional paid in capital.

As at June 30, 2025, the value of outstanding of 5,980,770 Class A Warrants amounting to $ 5.1 million was recorded in additional paid in capital.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

During the three months ended March 31, 2025, the Company issued the remaining 2,500,000 Class B Warrants for the purchase of common shares at an exercise price of $ 2.00 per share.

The Class B Warrants expire 5 years from the issuance date.

The valuation of the Class B Warrants issued was determined using a Monte Carlo simulation.

The Class B Warrants were valued as follows:

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

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 10), the Company issued 7,450,000 Class B Warrants in the last quarter of 2024, to purchase common shares at an exercise price of $ 2.00 per share.

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

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

Number of Class B

Outstanding – December 31, 2024

Exercised (1)

( 6,335,000 )

Outstanding – June 30, 2025

(1) Of the total 6,335,000 Class B Warrants exercised in the second quarter of 2025, 5,035,000 Class B warrants were exercised through a cashless exercise against which 3,533,096 common shares were issued.

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

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

As at June 30, 2025, the value of outstanding of 3,615,000 Class B Warrants amounting to $ 3.4 million was recorded in additional paid in capital.

Class C Warrants

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

The valuation of the Class C Warrants issued was determined using a Monte Carlo simulation.

The Class C Warrants were valued as follows:

Fair value per warrant

1 unchanged sentence

Exercise price

Call price threshold

Risk-free rate

Dividend yield

The Class B Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $ 5.00 , and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per Warrant Share.

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

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

Similar to the Class B Warrants issued in financial year ended December 31, 2024, the Company classified the Class B Warrants issued in the three months ended March 31, 2025, as equity (per ASC 815) and recorded the fair value of $ 2.8 million as additional paid in capital.

As at March 31, 2025, the value of the outstanding 9,950,000 Class B Warrants of $ 7.2 million was recorded in additional paid in capital.

There were no exercises or redemptions of the Public Warrants, Private Warrants, Class A Warrants and Class B Warrants during the three months ended March 31, 2025.

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)

Similar to Class A Warrants and Class B Warrants, the Company classified the Class C Warrants as equity (per ASC 815) and recorded the value of the Class C Warrants issued during the second quarter of 2025 amounting to $ 10.2 million as additional paid in capital.

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

There were no exercises or redemptions of the Class C Warrants during the three months ended June 30, 2025, and all 10,003,333 Class C Warrants issued during the second quarter of 2025 were outstanding.

Warrants issued to Korea Zinc

As part of the Korea Zinc Agreement (Note 10), the Company on June 25, 2025 issued 6,868,181 warrants to Korea Zinc to purchase the common shares of the Company at an exercise price of $ 7.00 per share with an expiration date of June 25, 2028.

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

The fair value of the warrants issued to Korea Zinc was estimated using the following assumptions:

Exercise price

Risk-free rate

Dividend yield

The warrants issued to Korea Zinc contain a call provision under which if the VWAP for 20 consecutive trading days exceeds $ 10 , and Korea Zinc does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $ 0.0001 per warrant Share.

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

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

There were no exercises or redemptions of the warrants during the three months ended June 30, 2025, and all 6,868,181 warrants issued to Korea Zinc during the second quarter of 2025 were outstanding.

Warrants issued to Republic of Nauru

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

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

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

The fair value of the Nauru Warrants was calculated using a Black-Scholes valuation on May 30, 2025, resulting with a fair value of $ 3.6 per warrant.

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

Exercise price

Risk-free rate

Dividend yield

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

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

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

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

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

As at June 30, 2025, the Company recorded the fair value of the Nauru Warrants amounting to $ 33.1 million as additional paid in capital.

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

Share-Based Compensation

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

As at March 31, 2025, there were a total of 70,262,856 common shares reserved for issuance under the Incentive Plan out of which 43,565,373 common shares remained available for future issuances.

These amounts include 13,628,338 shares added to the Incentive Plan in January 2025 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.

As at June 30, 2025, there were a total of 70,262,856 common shares reserved for issuance under the Incentive Plan.

This amount does not include 40,000,000 common shares added to the plan by the Company’s board of directors for which the Company is seeking shareholder approval at a special meeting of the Company’s shareholders to be held on August 28, 2025.

Without this increase, as of June 30, 2025, 263,526 common shares remained available for future issuance under the Incentive Plan as of June 30, 2025.

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

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.

3 unchanged sentences

Notes to Interim Condensed Consolidated Financial Statements

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

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

Stock options

5 unchanged sentences

Outstanding – December 31, 2024

Outstanding – March 31, 2025

During the three months ended March 31, 2025, the Company granted 1,250,000 stock options out of which 500,000 stock options vest in thirds on each anniversary of the grant date.

The fair value of the stock options vesting in thirds was estimated on the date of grant using the Black-Scholes method and the following weighted average assumptions:

March 4, 2025

Exercise price

Risk-free rate

Dividend yield

(1) As there has been no exercise of options granted under the Incentive plan, the expected term was estimated using the simplified method which is calculated as the average of the time to vest for each tranche from the grant date and the 7-year contractual term.

The remaining 750,000 stock options vest as follows:

Tranche 1 - 25 % when the Company’s market capitalization equals $ 3 billion;

Tranche 2 - 35 % when the Company’s market capitalization equals $ 6 billion;

Tranche 3 – 20 % upon the date that the ISA grants an exploitation contract to the Company;

Tranche 4 – 20 % upon the commencement of the first commercial production following the grant of the exploitation contract.

Tranche 1 and Tranche 2 vest based on market conditions of the Company’s market capitalization reaching $ 3 billion and $ 6 billion, respectively.

Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value.

The options included in Tranche 1 and Tranche 2 had a grant date fair value of $ 1.09 per share and $ 0.90 per share and derived service periods of 1.40 years and 1.88 years, respectively.

The Company will expense these awards rateably over the remaining service period.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Tranche 3 and Tranche 4 of the stock options granted vest based on the date the ISA grants an exploitation contract and the commencement of commercial production.

These options are determined to be performance-based awards.

The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved.

As the achievement of performance of these conditions at March 31, 2025 was not probable, the Company has not recorded any compensation expense for the performance-based awards.

The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when the criteria is determined to be probable.

The fair values of the Tranche 1 and Tranche 2 options were estimated on the date of grant using the Monte Carlo method and the following assumptions:

March 14, 2025

Exercise price

Risk-free rate

Dividend yield

During 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 in the statement of loss and comprehensive loss (For the three months ended March 31, 2024, the Company recognized $ 47 thousand of share-based compensation expense for stock options of which $ 14 thousand was related to exploration and evaluation activities and $ 33 thousand was related to general and administrative expenses).

Outstanding – June 30, 2025

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

The amount of the share-based compensation expense recognized related to general and administration matters for the three and six months ended June 30, 2025 was $ 0.5 million and $ 0.9 million, respectively (three and six months ended June 30, 2024 - $ 0.4 million).

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

8 unchanged sentences

( 9,472,733 )

Outstanding – March 31, 2025

Outstanding - June 30, 2025

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

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

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

ended March 31,

ended June 30,

Vesting Period

Vesting Immediately (1)

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

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

Vesting in thirds on each anniversary of the grant date

Vesting in fourths on each anniversary of the grant date

Vesting three years from grant date (3)

Vesting based on performance conditions (4)

Vesting based on market conditions

Total Units Granted

(1) Of the 2,619,585 RSUs granted 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.

In addition, during the three months ended March 31, 2025, the Company granted 150,000 RSUs, to consultants (three months ended March 31, 2024:

46,333 RSUs) resulting in $ 0.3 million, charged as general and administrative expenses (three months ended March 31, 2024:

$ 0.1 million charged as general and administrative expenses).

(2) During the three months ended March 31, 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $ 24 thousand charged as general and administrative expenses.

(3) The Company granted 8,818,935 RSUs, as payment for the 2024 LTIP awards (three months ended March 31, 2024:

7,144,348 RSUs were issued as payment for the 2023 LTIP awards).

The grant date fair value of all RSUs granted in three months ended March 31, 2025, 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, 2025, a total of $ 5.4 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2024:

$ 3.2 million) of which share-based compensation expense related to exploration and evaluation activities amounted to $ 1.9 million (three months ended March 31, 2024 - $ 1.2 million) and share-based compensation expense related to general and administration matters amounted to $ 3.5 million (three months ended March 31, 2024 - $ 2 million).

As at March 31, 2025, the total unrecognized share-based compensation expense for RSUs was $ 29.4 million (December 31, 2024 - $ 20.5 million).

As at March 31, 2025, an aggregate of 64,727 vested RSUs were being processed and due to be converted into common shares.

(1) 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, 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 will vest 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) During three and six months ended June 30, 2025, the Company issued a special retention grant to one of the non-employee directors vesting three years from the grant date.

The fair value of the grant amounted to $ 0.3 million.

(4) During three and six months ended June 30, 2025, the Company issued 338,653 RSUs with an aggregate fair value of $ 1.9 million to consultants as fees for securing the agreement with Korea Zinc (Note 10).

The remaining 26,132 RSUs with an aggregate fair value of $ 0.1 million issued to consultants during the second quarter of 2025 were recorded as general and administrative expenses.

The grant date fair value of all RSUs granted during the three and six months ended June 30, 2025, 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, 2025, a total of $ 6.2 million and $ 11.6 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, 2024:

$ 5.3 million and $ 8.5 million respectively).

For the three and six months ended June 30, 2025, a total of $ 3.2 million and $ 5.1 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2024 - $ 3.1 million and $ 4.4 million, respectively).

The amount of share-based compensation expense related to general and administration matters for three and six months ended June 30, 2025 was $ 3 million and $ 6.5 million, respectively (three and six months ended June 30, 2024 - $ 2.2 million and $ 4.1 million, respectively).

As at June 30, 2025, the total unrecognized share-based compensation expense for RSUs was $ 16.2 million (December 31, 2024 - $ 20.5 million).

As at June 30, 2025, an aggregate of 416,446 vested RSUs were being processed and due to be converted into common 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)

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, 2025, there were 14,055,707 common shares reserved for issuance under the ESPP.

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

This included 3,407,085 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision.

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

During the first quarter of 2025, a total of $ 1 thousand (three months ended March 31, 2024:

$ 9 thousand) was recorded as exploration and evaluation expenses in the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company.

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

During the three and six months ended June 30, 2025, a total of $ 4 thousand, (three and six months ended June 30, 2024:

$ 7 thousand and $ 15 thousand respectively) was recorded as exploration and evaluation expenses in the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company.

Loss per Share

3 unchanged sentences

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)

Related Party Transactions

8 unchanged sentences

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

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

For the first quarter of 2025, the Company incurred $ 0.1 million as interest expense and $ 0.5 million as underutilization fees (For first quarter of 2024, the interest amounted to nil and underutilization fees amounted to $ 22 thousand).

During the three months ended March 31, 2025, the Company repaid interest amounting to $ 0.1 million (For three months ended March 31, 2024:

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 any further (During the three and six months ended June 30, 2024, the Company drew $ 3.9 million from the 2024 Credit Facility and made no repayments).

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 (For the second quarter and first half of 2024, the interest amounted to $ 50 thousand and underutilization fees amounted to $ 0.2 million).

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, 2024:

nil and $ 25 thousand) and underutilization fees amounting to $ 0.9 million (For three and six months ended June 30, 2024:

$ 0.1 million).

On July 2, 2025, the Company repaid the drawn amount of $ 2.5 million and outstanding interest and underutilization fees amount to $ 0.1 million and $ 1.2 million, respectively.

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

During the three and six months ended June 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $ 5 thousand, recorded in general and administrative expenses (During the three and six months ended June 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $ 5 thousand and $ 36 thousand).

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

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

During the three and six months ended June 30, 2025, the Company entered into consulting agreements with two of its directors.

The consideration for the consulting services provided by the directors will be in the form of RSUs and stock options subject to the approval of shareholders in the upcoming special meeting of shareholders scheduled on August 28, 2025.

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

1 unchanged sentence

Notes to Interim Condensed Consolidated Financial Statements

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

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

Contingent Liabilities

6 unchanged sentences

TMC the Metals Company, Inc.

These cases have been consolidated.

These cases were consolidated.

On March 6, 2022, a lead plaintiff was selected.

2 unchanged sentences

On July 12, 2023, an oral hearing on the motion to dismiss was held.

The parties are currently awaiting a ruling.

There is no assurance, however, that the Company or the other defendants will be successful in the Company’s 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.

If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter.

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

A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.

We understand that Mr.

Leonard is now deceased.

As of the date of this filing, plaintiffs have not filed a motion to substitute his estate, and it is unclear whether they intend to continue the claims against his estate.

On July 9, 2025, the Court granted our motion to dismiss with prejudice, and the case was dismissed in its entirety.

No appeal was filed and the matter is now considered closed.

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.

14 unchanged sentences

Notes to Interim Condensed Consolidated Financial Statements

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

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

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

8 unchanged sentences

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

The lead plaintiff is expected to file an opposition by May 15, 2025, and the Company is expecting to reply by June 5, 2025.

The Company intends to defend against the lawsuit.

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

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

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

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

The Company intends to continue defending against the lawsuit.

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

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

Revised Sponsorship Agreement with Republic of Nauru

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

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

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

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

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

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

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

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)

Fair Value Accounting

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

Fair Value at March 31, 2025

Fair Value at June 30, 2025

Receivables and prepayments

6 unchanged sentences

Warrants liability

TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

Fair Value at December 31, 2024

7 unchanged sentences

Warrants liability

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)

Segmented Information

2 unchanged sentences

Subsequent Events

On May 12, 2025, the Company entered into a securities purchase agreement with certain new and existing investors, including an existing strategic investor, for the sale of an aggregate of 12,333,333 common shares (the "Shares") and accompanying Class C warrants (the "Class C Warrants"), in a registered direct offering.

The offering price was $ 3.00 per Share (gross proceeds of $ 37.0 million), with each Share including an accompanying Class C Warrant to purchase one common share.

The Class C Warrants are exercisable immediately upon issuance at a price of $ 4.50 per share and expire three years from issuance.

On August 4, 2025, the Company announced the publication of two technical economic studies prepared in accordance with Subpart 1300 of Regulation S-K:

a Pre-Feasibility Study (“PFS”) and an Initial Assessment (“IA”) relating to the Company’s polymetallic nodule projects in the Clarion Clipperton Zone of the Pacific Ocean.

The PFS, which covers the NORI Area D, represents the first declaration of Mineral Reserves for a polymetallic nodule project.

Concurrently, the Company published an IA evaluating the broader resource potential across the Company’s remaining NORI and TOML contract areas.

Management will consider this filing in its next evaluation of the Royalty Liability at September 30, 2025, which may cause an increase in the liability and expense amounts in the Company’s financial statements.

On August 4, 2025, TOML entered into a Revised Sponsorship Agreement with the Kingdom of Tonga which provides TOML with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract.

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

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

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

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

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

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