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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39281

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		Not Applicable

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


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

(Address of principal executive offices)		(Zip Code)

(888) 458-3420

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Shares, without par value	TMC	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share	TMCWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☐	Accelerated filer	☐
Non-accelerated filer ☒	Smaller reporting company	☒
	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, the registrant had 413,492,045 common shares outstanding.

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TMC THE METALS COMPANY INC.

FORM 10-Q

For the quarterly period ended September 30, 2025

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		Page

	Cautionary Note Regarding Forward-Looking Statements	3

Part I	Financial Information	5

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)	5

	Condensed Consolidated Statements of Loss and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	6

	Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	9

	Notes to Interim Condensed Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

Item 4.	Controls and Procedures	50

Part II	Other Information	52

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

Item 3.	Defaults Upon Senior Securities	54

Item 4.	Mine Safety Disclosures	54

Item 5.	Other Information	54

Item 6.	Exhibits	55

Signatures		57

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In this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and “TMC” mean TMC the metals company Inc. and our subsidiaries. TMC is incorporated under the laws of the province of British Columbia, Canada. The Company’s common shares and public warrants to purchase common shares trade on the Nasdaq Global Select Market (“Nasdaq”), under the symbols “TMC” and “TMCWW,” respectively.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events, our future operations or financial performance, or our plans, strategies and prospects. These statements are based on the beliefs and assumptions of our management team. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or performance, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these identifying words. The forward-looking statements are based on projections prepared by, and are the responsibility of, our management. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

●

the commercial and technical feasibility of seafloor polymetallic nodule collection and processing;

●

our and our partners’ development and operational plans, including with respect to the planned uses of polymetallic nodules, where and how nodules will be obtained and processed, the expected environmental, social and governance (“ESG”) impacts thereof and our plans to assess these impacts and the timing and scope of these plans, including the timing and expectations with respect to our receipt of exploitation contracts and our commercialization plans;

●

the supply and demand for nickel and cobalt (including critical metals and battery cathode feedstocks), copper, manganese ores and other steel-making feedstocks;

●

the future prices of nickel and cobalt (including critical metals and battery cathode feedstocks), copper, manganese ores and other steel-making feedstocks;

●

the timing of the exploration license and commercial recovery permit application review by the National Oceanographic and Atmospheric Administration (“NOAA”) of the United States under the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”);

●

government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations;

●

technical, operational, environmental, social and governance risks of developing and deploying equipment to collect and ship polymetallic nodules at sea, and to process such nodules on land;

●

the sources and timing of potential revenue as well as the timing and amount of estimated future production, costs of production, other expenses, capital expenditures and requirements for additional capital;

●

cash flow provided by operating activities;

●

the expected activities of our partners under our key strategic relationships;

●

the sufficiency of our cash on hand to meet our working capital and capital expenditure requirements, the need for additional financing and our ability to continue as a going concern;

●

our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto;

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●

any litigation to which we are a party;

●

claims and limitations on insurance coverage;

●

our plans to mitigate our material weakness in our internal control over financial reporting;

●

geological, metallurgical and geotechnical studies and opinions;

●

uncertainties inherent in preliminary feasibility level estimates, including costs, production profiles and project economics, particularly given that the proposed nodule collection method has not yet been implemented at commercial scale and involves significant estimation uncertainty;

●

mineral reserve and resource estimates and our ability to define and declare further reserve estimates;

●

our status as an emerging growth company, non-reporting Canadian issuer and passive foreign investment company;

●

our expected financial performance.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results, performance or achievements to differ materially from those indicated or implied by forward-looking statements such as those described under the caption “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025 (“2024 Annual Report on Form 10-K”), Item 1A of Part II of our Quarterly Report on Form 10 - Q for the quarter ended March 31, 2025 as filed with the SEC on May 14, 2025 and Item 1A of Part II of our Quarterly Report on Form 10 - Q for the quarter ended June 30, 2025 as filed with the SEC on August 14, 2025. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

TMC the metals company Inc.

Condensed Consolidated Balance Sheets

(in thousands of US Dollars, except share amounts)

(Unaudited)


		As at		As at
		September 30,		December 31,
ASSETS	Note	2025		2024
Current
Cash		$	115,648	$	3,480
Receivables and prepayments			1,566		1,851
			117,214		5,331
Non-current
Exploration assets			42,951		42,951
Equipment			597		771
Software development costs			2,082		1,928
Right-of-use asset	6		2,384		3,814
Investment	7		10,387		8,203
			58,401		57,667

TOTAL ASSETS		$	175,615	$	62,998

LIABILITIES
Current
Accounts payable and accrued liabilities	10		46,834		42,754
Short-term debt	6,16		—		11,775
			46,834		54,529
Non-current
Deferred tax liability			10,675		10,675
Royalty liability	7		145,000		14,000
Warrants liability	13		13,730		912
			169,405		25,587

TOTAL LIABILITIES		$	216,239	$	80,116

EQUITY
Common shares (unlimited shares, no par value – issued: 408,855,173 (December 31, 2024 –340,708,460))			638,853		477,217
Additional paid in capital			232,607		138,303
Accumulated other comprehensive loss			(1,203)		(1,203)
Deficit			(910,881)		(631,435)
TOTAL EQUITY			(40,624)		(17,118)

TOTAL LIABILITIES AND EQUITY		$	175,615	$	62,998

Nature of Operations (Note 1)

Contingent Liabilities (Note 17)

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

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TMC the metals company Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

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

(Unaudited)


		Three months ended				Nine months ended
		September 30,				September 30,
	Note	2025		2024		2025		2024
Operating expenses
Exploration and evaluation expenses	8	$	9,633	$	11,813	$	29,644	$	42,339
General and administrative expenses	9		45,726		8,149		65,705		22,600
Operating loss			55,359		19,962		95,349		64,939

Other items
Nauru and Tonga Warrant costs	13		4,977		—		38,056		—
Equity-accounted investment loss	7		492		58		438		197
Gain on dilution of investment	7		(2,967)		—		(2,967)		—
Change in fair value of royalty liability	7		131,000		—		131,000		—
Change in fair value of warrant liability	13		(3,852)		(1,054)		12,818		(1,103)
Foreign exchange loss			43		946		3,599		596
Interest income			(1,339)		(7)		(1,505)		(125)
Fees and interest on borrowings and credit facilities	6, 16		681		615		2,535		1,378

Net Loss and comprehensive loss for the period, before tax		$	184,394	$	20,520	$	279,323	$	65,882

Tax expense			123		—		123		—

Net Loss and comprehensive loss for the period, after tax		$	184,517	$	20,520	$	279,446	$	65,882

Net Loss per share
- Basic and diluted		$	0.46	$	0.06	$	0.75	$	0.21

Weighted average number of common shares outstanding – basic and diluted			405,506,978		323,663,607		372,713,658		318,710,622

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

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TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

(Unaudited)


										Accumulated
								Additional		Other
	Common Shares			Preferred		Special		Paid in		Comprehensive
Three months ended September 30, 2025	Shares		Amount	Shares		Shares		Capital		Loss		Deficit		Total
July 1, 2025	397,155,318	$	606,246	$	—	$	—	$	203,181	$	(1,203)	$	(726,364)	$	81,860
Exercise of stock options (Note 14)	3,498,760		10,110		—		—		(7,989)		—		—		2,121
Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 11, 13)	3,333,334		6,509		—		—		461		—		—		6,970
Exercise of Class A warrants (Note 13)	1,638,270		4,743		—		—		(4,743)		—		—		—
Exercise of Class B warrants (Note 13)	2,525,000		7,778		—		—		(2,778)		—		—		5,000
Nauru and Tonga Warrant cost (Note 13)	—		—		—		—		4,977		—		—		4,977
Conversion of restricted share units, net of shares withheld for taxes (Note 14)	704,491		3,467		—		—		(3,467)		—		—		—
Share-based compensation and expenses settled with equity (Note 14)	—		—		—		—		42,965		—		—		42,965
Loss for the period	—		—		—		—		—		—		(184,517)		(184,517)
September 30, 2025	408,855,173	$	638,853	$	—	$	—	$	232,607	$	(1,203)	$	(910,881)	$	(40,624)


										Accumulated
								Additional		Other
	Common Shares			Preferred		Special		Paid in		Comprehensive
Three months ended September 30, 2024	Shares	Amount		Shares		Shares		Capital		Loss		Deficit		Total
July 1, 2024	322,241,883	$	460,573	$	—	$	—	$	125,300	$	(1,216)	$	(594,264)	$	(9,607)
Conversion of restricted share units, net of shares withheld for taxes	188,293		384		—		—		(384)		—		—		—
Shares issued from ATM	1,617,000		2,279		—		—		—		—		—		2,279
Exercise of stock options	84,720		130		—		—		(76)		—		—		54
Share purchase under Employee Share Purchase Plan	—		—		—		—		—		—		—		—
Share-based compensation and expenses settled with equity	—		—		—		—		6,312		—		—		6,312
Foreign currency translation adjustment	—		—		—		—		—		13		—		13
Loss for the period	—		—		—		—		—		—		(20,520)		(20,520)
September 30, 2024	324,131,896	$	463,366	$	—	$	—	$	131,152	$	(1,203)	$	(614,784)	$	(21,469)

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

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TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

(Unaudited)


										Accumulated
								Additional		Other
	Common Shares			Preferred		Special		Paid in		Comprehensive
Nine months ended September 30, 2025	Shares	Amount		Shares		Shares		Capital		Loss		Deficit		Total
January 1, 2025	340,708,460	$	477,217	$	—	$	—	$	138,303	$	(1,203)	$	(631,435)	$	(17,118)
Issuance of shares and warrants to Korea Zinc, net of expenses (Notes 11, 13)	19,623,376		71,686		—		—		13,432		—		—		85,118
Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses (Notes 11, 13)	12,333,334		24,149		—		—		12,548		—		—		36,697
Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses (Notes 11, 13)	5,000,000		2,237		—		—		2,763		—		—		5,000
Shares issued from ATM (Note 12)	7,542,996		14,784		—		—		—		—		—		14,784
Exercise of Class A warrants (Note 13)	1,888,270		5,467		—		—		(1,690)		—		—		3,777
Exercise of Class B warrants (Note 13)	7,358,096		14,229		—		—		(6,579)		—		—		7,650
Conversion of restricted share units, net of shares withheld for taxes (Note 14)	10,177,224		17,509		—		—		(17,509)		—		—		—
Exercise of stock options (Note 14)	4,210,884		11,563		—		—		(8,980)		—		—		2,583
Share purchase under Employee Share Purchase Plan (Note 14)	12,533		12		—		—		(2)		—		—		10
Nauru and Tonga Warrant Cost (Note 13)	—		—		—		—		38,056		—		—		38,056
Share-based compensation and expenses settled with equity (Note 14)	—		—		—		—		62,265		—		—		62,265
Loss for the period	—		—		—		—		—		—		(279,446)		(279,446)
September 30, 2025	408,855,173	$	638,853	$	—	$	—	$	232,607	$	(1,203)	$	(910,881)	$	(40,624)


										Accumulated
								Additional		Other
	Common Shares			Preferred		Special		Paid in		Comprehensive
Nine months ended September 30, 2024	Shares	Amount		Shares		Shares		Capital		Loss		Deficit		Total
January 1, 2024	306,558,710	$	438,239	$	—	$	—	$	122,797	$	(1,216)	$	(548,902)	$	10,918
Issuance of shares and warrants under registered direct offering, net of expenses	4,500,000		7,447		—		—		1,553		—		—		9,000
Conversion of restricted share units, net of shares withheld for taxes	9,078,432		10,869		—		—		(10,869)		—		—		—
Shares issued from ATM	3,251,588		4,866		—		—		—		—		—		4,866
Exercise of stock options	715,772		1,891		—		—		(1,428)		—		—		463
Share purchase under Employee Share Purchase Plan	27,394		54		—		—		(30)		—		—		24
Share-based compensation and expenses settled with equity	—		—		—		—		19,129		—		—		19,129
Foreign currency translation adjustment	—		—		—		—		—		13		—		13
Loss for the period	—		—		—		—		—		—		(65,882)		(65,882)
September 30, 2024	324,131,896	$	463,366	$	—	$	—	$	131,152	$	(1,203)	$	(614,784)	$	(21,469)

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

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TMC the metals company Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands of US Dollars)

(Unaudited)


		Nine months ended		Nine months ended
		September 30,		September 30,
	Note	2025		2024
Cash provided by (used in)

Operating activities
Loss for the period		$	(279,446)	$	(65,882)
Items not affecting cash:
Nauru and Tonga Warrant Costs	13		38,056		—
Amortization			173		280
Accrued interest on credit facilities			—		150
Lease expense	6		1,430		1,430
Share-based compensation and expenses settled with equity	14		62,265		19,129
Equity-accounted investment loss	7		438		197
Gain on dilution of investment	7		(2,967)		—
Change in fair value of royalty liability	7		131,000		—
Change in fair value of warrants liability	13		12,818		(1,103)
Unrealized foreign exchange movement			3,451		(334)
Interest paid on amounts drawn from credit facilities and short-term Debt	6,16		(823)		(73)
Changes in working capital:
Receivables and prepayments			284		(580)
Accounts payable and accrued liabilities			1,825		17,036
Net cash used in operating activities			(31,496)		(29,750)

Investing activities
Acquisition of equipment and software			(140)		(465)
Proceeds from Low Carbon Royalties distribution	7		346		—
Net cash generated from (used in) investing activities			206		(465)

Financing activities
Proceeds from Korea Zinc Private Placement	11		85,165		—
Proceeds from Registered Direct Offerings	11		42,000		9,000
Expenses paid for Registered Direct Offerings	11		(719)		(142)
Proceeds from shares issued from ATM	12		14,784		4,866
Proceeds from exercise of Class A warrants	13		3,777		—
Proceeds from exercise of Class B warrants	13		7,650		—
Repayment of drawn amount on credit facilities	16		(4,275)		—
Repayment of Allseas Working Capital Loan	6		(7,500)		(2,000)
Proceeds from exercise of stock options	14		2,583		463
Proceeds from drawdown of credit facilities	6, 16		—		4,175
Proceeds from drawdown of Allseas Debt Agreement	6		—		7,000
Proceeds from Employee Share Purchase Plan	14		10		24
Net cash provided by financing activities			143,475		23,386
Increase (Decrease) in cash		$	112,185	$	(6,829)
Impact of exchange rate changes on cash			(17)		347
Cash - beginning of period			3,480		6,842
Cash - end of period		$	115,648	$	360

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

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

1.Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019. On September 9, 2021, the Company completed its business combination with DeepGreen Metals Inc. (“DeepGreen”), a Canadian - registered company founded in 2011, after which DeepGreen became a wholly - owned subsidiary and the combined company began operating as TMC the metals company Inc. and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 10th floor, 1111 West Hastings Street, 15^th Floor, Vancouver, British Columbia, Canada, V6E 2J3. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.

The Company is a deep-sea minerals exploration and development company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with NORI Area D located approximately 1,500 miles southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy) for nickel-rich lithium-ion batteries, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) feedstock for steel manufacturing (nickel metal for stainless and other specialty steels, manganese silicate for manganese alloy production cobalt metal for high - performance steel alloys).

On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications for two exploration licenses and one commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 or DSHMRA. The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 square kilometers. The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers. The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules.

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.

2.Basis of Presentation

These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. 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, 2025 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, 2024. The Company has applied the same accounting policies as in the prior year.

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

3.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of stock options (Note 14), valuation of warrants (Note 13), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6). Actual results could differ materially from those estimates.

4.Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

●

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

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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

As at September 30, 2025, and December 31, 2024, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability, accrued liabilities and warrants which are recorded at fair value as disclosed in Note 7, Note 10 and Note 13, respectively.

5.Recent Accounting Pronouncements Issued and Adopted

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

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

6.Strategic Alliance with Allseas 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 and nine months ended September 30, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $0.5 million and $3.7 million, respectively as part of the development of the commercial nodule collection system: these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 8) (For three months and nine months ended September 30, 2024: $2.8 million and $9.6 million respectively).

Exclusive Vessel Use Agreement with Allseas

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

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


	Right-of-use Asset
Balance as at December 31, 2023	$	5,721
Lease expense during the year		(1,907)
Balance as at December 31, 2024	$	3,814
Lease expense during the period		(1,430)
Balance as at September 30, 2025	$	2,384

2023 Credit Facility and Loan Agreements with Company Related to Allseas

On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. (“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the 2023 Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum payable in cash semi-annually (or plus a margin of 5% if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2023 Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the 2023 Credit Facility at any time before the 2023 Credit Facility’s maturity. The Company has the ability to settle certain charges under the 2023 Credit Facility in cash or in equity at the discretion of the Company. The 2023 Credit Facility also contains customary events of default. On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the undrawn, unsecured credit facility was cancelled with the only obligation being the underutilization fees amounting to $2 million as payable.

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas. In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to the Company of $7.5 million (the “Working Capital Loan”) to be used towards general corporate purposes and for the repayment of all outstanding amounts under the Short-Term Loan between the Company and the Lender. The Working Capital Loan is payable to Allseas Investments on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”). The Working Capital Loan will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum and is payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if all interest payments are deferred to the Repayment Date, at the Company’s election). On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest being repayable on that date. During the three and nine months ended September 30, 2025, the Company incurred nil and $0.3 million, respectively as interest expense. During the second quarter of 2025, the Company repaid the entire outstanding loan and interest, amounting to $7.5 million and $0.5 million, respectively, thereby cancelling the Working Capital Loan Agreement.

Other Activity

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

As at September 30, 2025, the total amount payable to Allseas and its affiliates was $32.9 million, with the entire balance recorded in accrued liabilities in the Condensed Consolidated Balance Sheet (Note 10) (December 31, 2024: $33.3 million of which $25.8 recorded as accrued liabilities and $7.5 million recorded as short-term debt). As at September 30, 2025, Allseas and its affiliates owned 56.1 million TMC common shares (December 31, 2024: 53.8 million TMC common shares) which constituted 13.7% (December 31, 2024: 15.8%) of total common shares outstanding.

7.Investment in Low Carbon Royalties

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties Inc. (“Low Carbon Royalties”), which was renamed The Metals Royalty Company Inc. in September 2025. In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ to Low Carbon Royalties. In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights.

During the three months ended September 30, 2025, Low Carbon Royalties issued 2,139,770 common shares through a private placement, raising $10.7 million of gross proceeds. The Company did not participate in the offering, which reduced its ownership interest from 32.27% to 30.73%.(December 31, 2024: 32%). As the shares were issued at a price higher than the Low Carbon Royalties book value per share, the Company recorded a dilution gain of $3 million.

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

For the three and nine months ended September 30, 2025, the Company’s share of the net loss generated by Low Carbon Royalties was $0.5 million and $0.4 million, respectively (For the three and nine months ended September 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was: $58 thousand and $197 thousand respectively).


	Investment
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the 2024 year		(226)
Investment as at December 31, 2024	$	8,203
Return of Capital		(346)
Dilution gain		2,967
Equity-accounted investment loss for the nine months ended September 30, 2025		(438)
Investment as at September 30, 2025	$	10,387

The NORI Royalty (including Areas A to D) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”). The Company elected to account for the royalty liability at fair value through profit and loss. The fair value of Areas A to C was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $15 million as at September 30, 2025. The fair value of Area D was determined using an income approach following the Company's filing in August 2025 of its Pre - Feasibility Study (PFS) resulting with a fair value for Area D of $130 million as at September 30, 2025. The discounted cash flow fair value reflects updated operational and economic assumptions, including the use of forward metal prices and a discount rate of approximately 10.6%, related to the NORI Area D project used in support of the PFS filing.

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


	Royalty Liability
Royalty liability as at December 31, 2024	$	14,000
Increase in fair value of royalty liability		131,000
Royalty liability as at September 30, 2025	$	145,000

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


	As at September 30,		As at December 31,
	2025		2024
Current Assets	$	10,913	1,660
Non-Current Assets		19,652	25,277
Current Liabilities		956	—


	Three months ended		Three months ended	Nine months ended	Nine months ended
	September 30,		September 30,	September 30,	September 30,
	2025		2024	2025	2024
Royalty Income	$	295	356	821	1,143
Total Revenue		344	368	880	1,182
Comprehensive Loss for the period	$	1,609	179	1,356	612

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

8.Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Environmental Studies	$	303	$	1,031	$	3,399	$	4,350
Exploration Labor		2,502		2,648		7,690		7,405
Share-Based Compensation (Note 14)		4,262		3,244		9,515		7,338
Mining, Technological and Process Development		1,211		3,531		5,714		19,065
Prefeasibility Studies		359		253		862		838
Sponsorship, Training and Stakeholder Engagement		928		909		2,167		2,522
Other		68		197		297		821
	$	9,633	$	11,813	$	29,644	$	42,339

9.General and Administrative Expenses

The detail of general and administrative expenses is as follows:


	Three months ended				Nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Share-based Compensation ⁽¹⁾ (Note 14)	$	37,873	$	2,871	$	45,343	$	7,087
Professional and Consulting Fees		4,603		2,607		11,678		6,884
Investor Relations		806		376		1,493		1,354
Office and Sundry		511		573		1,499		1,733
Salaries and Wages		1,233		1,347		4,039		4,314
Director Fees		180		147		580		553
Transfer Agent and Filing Fees		210		74		424		248
Travel and Other		310		154		649		427
	$	45,726	$	8,149	$	65,705	$	22,600

(1)

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

10.Accounts Payable and Accrued Liabilities

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


	September 30		December 31
	2025		2024
Accounts Payable	$	3,767	$	6,198
Accrued Liabilities⁽¹⁾⁽²⁾		43,067		36,556
	$	46,834	$	42,754

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

⁽²⁾

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

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

11.Financing Activity

2024 Registered Direct Offering

In the last quarter of 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) 19,900,000 common shares and issue Class B Warrants to purchase 9,950,000 Common Shares (“Class B Warrants”). On February 6, 2025, the Company received the final balance of committed funding from the 2024 Registered Direct Offering of $5 million and issued 5,000,000 common shares and 2,500,000 Class B Warrants. Out of the total $5 million net proceeds received in the three months ended March 31, 2025, the net proceeds attributable to common shares were $2.2 million and the net proceeds attributable to Class B Warrants were $2.8 million (Note 13).

2025 Registered Direct Offering

On May 12, 2025, the Company entered into a securities purchase agreement with certain new and existing investors pursuant to which the Company in consideration of gross proceeds of $37 million, agreed to sell and issue, in a registered direct offering (the “ 2025 Registered Direct Offering”), an aggregate of 12,333,333 common shares of the Company, and accompanying Class C warrants to purchase an aggregate of 12,333,333 common shares to such new and existing investors (Note 13). Each Common Share and the accompanying Class C Warrant to purchase a Common Share were sold at a price of $3.00.

As of June 30, 2025, the Company received gross proceeds of $30 million and issued 9,000,000 million common shares and 10,003,333 Class C Warrants. During the third quarter of 2025, the Company received the final committed balance of $7 million and issued 3,333,334 common shares and 2,330,000 Class C Warrants. The total expenses related to the 2025 Registered Offering were $0.3 million resulting in net proceeds of $36.7 million.

Agreement with Korea Zinc

On June 16, 2025, the Company entered into a Securities Purchase Agreement (the “Korea Zinc Agreement”) with Korea Zinc Company, Ltd. (“Korea Zinc”), pursuant to which the Company in consideration of gross cash receipt of $85.2 million, agreed to issue and sell to Korea Zinc 19,623,376 common shares of the Company and accompanying warrants to purchase an aggregate of 6,868,181 common shares (Note 13). The purchase price per share and accompanying warrant was set at $4.34. During the second quarter of 2025, upon receipt of the entire purchase amount of $85.2 million, the Company issued 19,623,376 common shares and accompanying warrants to purchase an aggregate of 6,868,181 common shares. The total expenses related to the Korea Zinc agreement were $1.9 million paid in equity resulting in net proceeds of $83.3 million.

Pursuant to the Korea Zinc Agreement, subject to certain exceptions, Korea Zinc will have a right to participate in any public offering or private placement of any common shares or common share equivalents of the Company primarily for capital raising purposes (each a “Proposed Offering”) up to such amount of securities to maintain its percentage ownership in the Company at the time of such Proposed Offering. Such right to participate in future financings will expire upon the earlier to occur of (i) June 16, 2030, (ii) the date on which Korea Zinc owns less than all of the common shares it purchased and subscribed pursuant to the Korea Zinc Agreement and (iii) immediately after a closing of a Proposed Offering where Korea Zinc does not exercise its participation right in full. Additionally, the Korea Zinc Agreement provides that a representative of Korea Zinc may serve as a non-voting observer to the Company’s board of directors, which representative may have access to certain information and attend and provide input at meetings of the Company’s board of directors, subject to certain limitations.

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

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

In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $30 million of the Company’s common shares from time to time through an ATM. In the three and nine months ended September 30, 2025, the Company issued nil and 7,542,996 common shares, respectively, at an average share price of nil and $2.02, respectively. The net proceeds from the ATM for the three and nine months ended September 30, 2025, were nil and $14.8 million respectively. During the three and nine months ended September 30, 2025, the Company incurred $nil and $0.5 million, respectively, as commission and fees. (During the three and nine months ended September 30, 2024, the Company issued 1,617,000 common shares and 3,251,588 common shares, respectively. For three and nine months ended September 30, 2024, the common shares were issued at an average share price of $1.45 and $1.53, respectively resulting in net proceeds amounting to $2.3 million and $4.9 million, after incurring $71 thousand and $113 thousand, respectively, as commission and fees.).

13.Warrants

Public Warrants

As at September 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. The exercise price for the Public Warrants is $11.50 per common share. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation.

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

Private Warrants

As at September 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.

As at September 30, 2025, the fair value of outstanding Private Warrants of approximately $13.7 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:


	Private
	Warrants
Warrants liability as at December 31, 2024	$	912
Increase in fair value of warrants liability		12,818
Warrants liability as at September 30, 2025	$	13,730

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


	September 30,			December 31,
	2025			2024
Exercise price	$	11.50		$	11.50
Share price	$	6.37		$	1.12
Volatility		103.79	%		108.97	%
Term		0.94	years		1.69	years
Risk-free rate		3.63	%		4.14	%
Dividend yield		0.0	%		0.0	%

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

Class A Warrants

The exercise price for the Class A Warrants is $2 per common share. The Class A Warrants will expire on December 31, 2027 or earlier upon redemption or liquidation. A continuity schedule summarizing the movement in Class A Warrants is below:


		Number of Class A
		Warrants
Outstanding – December 31, 2023		3,980,770
Issued		2,250,000
Outstanding – December 31, 2024		6,230,770
Exercised⁽¹⁾		(1,888,270)
Outstanding – September 30, 2025		4,342,500

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

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

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 11), the Company issued 7,450,000 Class B Warrants in the last quarter of 2024, to purchase common shares at an exercise price of $ 2.00 per share. The Class B Warrants will expire 5 years from the issuance date or earlier upon redemption or liquidation. A continuity schedule summarizing the movement in Class B Warrants is below:


		Number of Class B
		Warrants
Outstanding – December 31, 2024		7,450,000
Issued		2,500,000
Exercised⁽¹⁾		(8,860,000)
Outstanding – September 30, 2025		1,090,000

(1)

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

On June 17, 2025, the Company waived the limitation set forth in the Class B Warrants with respect to the cashless exercise thereof so that the holders of the Class B Warrants may now exercise the Class B Warrants through a cashless exercise, whether or not a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act of 1933, as amended, is then effective or available. As a result of the waiver, each Class B Warrant may now be immediately exercised by way of a cashless exercise, meaning that the holder may elect to not pay a cash purchase price upon exercise and instead receive upon such exercise the net number of common shares determined according to the formula set forth in the Class B Warrants, subject to the other terms and conditions of the Class B Warrants.

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

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

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

Class C Warrants

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

On July 1, 2025, the Company received the final balance of committed funding of approximately $7 million from the 2025 Registered Direct Offering and issued the remaining 2,330,000 Class C Warrants. The fair value of the remaining Class C Warrants was calculated using a Monte Carlo simulation resulting with a fair value of $3.01 per warrant. The fair value of the Class C Warrants issued during the third quarter was estimated using the below assumptions:


	July 1,
	2025
Exercise price	$	4.50
Share price	$	5.94
Volatility		106.26	%
Term		2.88	years
Risk-free rate		3.68	%
Dividend yield		0.0	%

The Class C Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 20 consecutive trading days exceeds $7.00, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants may be cancelled ten trading days after the call notice is received.

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

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


		Number of Class C
		Warrants
Outstanding – December 31, 2024		—
Issued		12,333,333
Exercised⁽¹⁾		—
Outstanding – September 30, 2025		12,333,333

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

Warrants issued to Korea Zinc

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

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

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

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

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


		Number of
		Warrants
Outstanding – December 31, 2024		—
Issued		6,868,181
Exercised⁽¹⁾		—
Outstanding – September 30, 2025		6,868,181

Warrants issued to Republic of Nauru

In accordance with the revised sponsorship agreement dated May 29, 2025, between the Nauru Seabed Minerals Authority, the Republic of Nauru (the “Republic”) and NORI, the Company on May 30, 2025 issued 9,146,268 warrants (“Nauru Warrants”) to the Republic to purchase the common shares of the Company at an exercise price of $4.72 per share with an expiration date of May 30, 2030. The Nauru Warrants cannot be exercised through a cashless or net exercise.

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

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

●

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

●

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

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

Warrants issued to the Kingdom of Tonga

In accordance with the revised sponsorship agreement dated August 4, 2025, between the Tonga Seabed Minerals Authority (the “State”) and TOML, the Company issued on August 4, 2025 1,000,000 warrants (“Tonga Warrants”) to the State to purchase the common shares of the Company at an exercise price of $ 5.87 per share with an expiration date of August 4, 2033. The Tonga Warrants cannot be exercised through a cashless or net exercise.

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


	August 4,
	2025
Exercise price	$	5.87
Share price	$	5.65
Volatility		112.33	%
Term		8 years
Risk-free rate		4.00	%
Dividend yield		0.0	%

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

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

●

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

●

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

The Tonga Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable. The Company classified the Tonga Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price. As at September 30 2025, the Company recorded the fair value of the Tonga Warrants amounting to $5 million as additional paid in capital. Since the Company receives no form of consideration from the State in return for issuing the Tonga Warrants, the entire fair value of the Tonga Warrants was recorded as an expense in the third quarter of 2025 under Nauru and Tonga Warrant Costs in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

14.Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at September 30, 2025, there were a total of 110,262,856 common shares reserved for issuance under the Incentive Plan. This amount includes 40,000,000 common shares added to the plan pursuant to the shareholder’s approval obtained at the special meeting of the Company’s shareholders held on August 28, 2025. With this increase, as of September 30, 2025, 12,247,208 common shares remained available for future issuance under the Incentive Plan. A total of 2,243,853 of the common shares reserved for issuance under the Incentive Plan shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4% of the number of outstanding common shares or an amount determined by the board of directors.

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

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

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

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

Stock options

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


	Number of	Number of	Number of
	Short-Term	Long-term	Options
	Options	Options	Outstanding
	Outstanding	Outstanding	under
	under 2018 Plan	under 2018 Plan	Incentive Plan
Outstanding – December 31, 2023	15,074,240	9,783,922	—
Granted	—	—	3,940,000
Expired	(57,893)	(139,048)	—
Exercised	(715,772)	—	—
Outstanding – December 31, 2024	14,300,575	9,644,874	3,940,000
Granted	—	—	7,750,000
Exercised	(3,642,048)	(568,833)	—
Forfeited	—	—	(500,000)
Outstanding – September 30, 2025	10,658,527	9,076,041	11,190,000

From the 6,500,000 options granted on August 28, 2025, 5,000,000 options were granted to a director of the Company. No other options were granted during the three months ended September 30, 2025. The 6,500,000 options vest as follows:

Tranche 1: 50% vest upon the Company’s share price trading above $5 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $2.2 billion, for ten consecutive days.

Tranche 2: 50% vest upon the Company’s share price trading above $7 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $3 billion, for ten consecutive days.

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


	August 28,
	2025
Exercise price	$	4.66
Share price	$	5.26
Volatility		104.10	%
Term		4.77	years
Risk-free rate		3.62	%
Dividend yield		0.0	%

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

During the three and nine months ended September 30, 2025, the Company recognized $27.2 million and $28.3 million, respectively of share-based compensation expense for stock options. During the three and nine months ended September 30, 2025, share-based compensation expense related to exploration and evaluation activities amounted to $25 thousand and $0.2 million (three and nine months ended September 30, 2024- $nil). The amount of the share-based compensation expense recognized related to general and administrative matters for the three and nine months ended September 30, 2025 including the cost of the options mentioned in the note above was $27.2 million and $28.1 million, respectively (three and nine months ended September 30, 2024 - $0.5 million and $0.9 million respectively). The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods.

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

Restricted Share Units (“RSU”)

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided that the holder is providing service to the Company on such vesting date.

A continuity schedule summarizing the RSU activity is as follows:


		Number of RSUs
		Outstanding
Outstanding – December 31, 2023		12,484,880
Granted		33,079,041
Forfeited		(516,685)
Exercised		(10,734,581)
Outstanding - December 31, 2024		34,312,655
Granted		34,240,884
Forfeited		(1,076,371)
Exercised		(10,177,224)
Outstanding - September 30, 2025		57,299,944

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


	Three months	Three months	Nine months	Nine months
	ended September 30,	ended September 30,	ended September 30,	ended September 30,
Vesting Period	2025	2024	2025	2024
Vesting Immediately ⁽¹⁾	298,641	160,823	3,380,268	4,167,518
Vesting fully within and on first anniversary of the grant date	—	—	194,226	493,430
Vesting in thirds on each anniversary of the grant date ⁽²⁾	415,676	—	9,234,611	7,212,375
Vesting in fourths on each anniversary of the grant date	—	132,435	176,302	834,315
Vesting three years from grant date	—	—	66,508	—
Vesting four years from grant date ⁽³⁾	1,750,000	—	1,750,000	—
Vesting based on performance conditions	—	—	688,969	—
Vesting based on market conditions ⁽⁴⁾	18,750,000	—	18,750,000	20,000,000
Total Units Granted	21,214,317	293,258	34,240,884	32,707,638

(1)

Of the 298,641 RSUs granted during the three months ended September 30, 2025, 148,442 RSUs were granted to consultants with an aggregate fair value of $0.8 million of which $0.7 million was recorded in general and administrative expenses and $0.1 million was recorded as exploration and evaluation expense. The remaining 150,199 grants were issued to employees.

(2)

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

(3)

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

(4)

Of the 18,750,000 RSUs granted during the three months ended September 30, 2025, the Company issued on September 23, 2025, 9,000,000 RSUs to employees (“Retention Grants”). These Retention Grants will vest in two equal tranches based on market and service conditions: Tranche 1:50% upon the 30-day average share price reaching $10 and Tranche 2:50% upon the 30-day average share price reaching $12.50, subject to continued employment through specific target dates per the grant terms.

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

The Company calculated the fair value of the Retention Grants using Monte Carlo simulation and below assumptions. The fair value of Tranche 1 and Tranche 2 was calculated as $5.82 per unit and $5.58 per unit respectively.


	September 23,
	2025
Share price	$	6.32
Volatility		100.60	%
Performance Period to achieve market conditions		September 23, 2025 – April 16, 2029
Risk-free rate		3.54	%
Dividend yield		0.0	%

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

Tranche 1: Vesting upon share price reaching or exceeding $10 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $3.3 billion, for ten consecutive days.

Tranche 2: Vesting upon share price reaching or exceeding $12.50 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $4 billion, for ten consecutive days.

Tranche 3: Vesting upon share price reaching or exceeding $15 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $5 billion, for ten consecutive days.

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


	August 28,
	2025
Share price	$	5.26
Volatility		102.16	%
Performance Period		June 4, 2025 – June 4, 2029
Risk-free rate		3.57	%
Dividend yield		0.0	%

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


Tranche	Fair Value per RSU		Derived Service Period
1	$	4.97	0.39 years
2	$	4.80	0.60 years
3	$	4.62	0.85 years

The grant date fair value of all RSUs granted during the three and nine months ended September 30, 2025, apart from the RSUs mentioned in footnote 4 above, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three and nine months ended September 30, 2025, a total of $15 million and $26.6 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and nine months ended September 30, 2024: $5.6 million and $14.1 million respectively). For the three and nine months ended September 30, 2025, a total of $4.3 million and $9.3 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $3.2 million and $7.6 million, respectively). The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025, was $10.7 million and $17.2 million, respectively (three and nine months ended September 30, 2024 - $2.4 million and $6.5 million, respectively). As at September 30, 2025, the total unrecognized share-based compensation expense for RSUs was $118.8 million (December 31, 2024 - $20.5 million).

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

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

Employee Stock Purchase Plan

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As at September 30, 2025, there were 14,395,117 total common shares reserved for issuance under the ESPP, of which 14,043,174 remain available for future issuance. 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 three and nine months ended September 30, 2025, a total of $11 thousand and $16 thousand, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense representing the share price purchase discount offered by the Company (three and nine months ended September 30, 2024: $3 thousand and $33 thousand respectively). For the three and nine months ended September 30, 2025, a total of $6 thousand and $9 thousand, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and nine months ended September 30, 2024 - $2 thousand and $17 thousand, respectively). The amount of share-based compensation expense related to general and administrative matters for three and nine months ended September 30, 2025 was $5 thousand and $7 thousand, respectively (three and nine months ended September 30, 2024 - $1 thousand and $16 thousand, respectively).

15.Loss per Share

Basic loss per share is computed by dividing the loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent these are dilutive. Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

Anti-dilutive equivalent common shares were as follows:


	Nine months ended	Nine months ended
	September 30,	September 30,
	2025	2024
Outstanding options to purchase common shares	30,924,568	27,943,343
Outstanding RSUs	57,299,944	35,733,505
Outstanding shares under ESPP	6,982	11,027
Outstanding warrants	59,280,282	30,730,770
Outstanding Special Shares and options to purchase Special Shares	136,011,413	136,239,964
Total anti-dilutive common equivalent shares	283,523,189	230,658,609

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

16.Related Party Transactions

On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $20 million in the aggregate ( $10 million from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi - annually (or plus 5% if paid - in - kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The 2024 Credit Facility also contains customary events of default. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025. As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5% on any undrawn amounts under the 2024 Credit Facility. On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $44 million in the aggregate ($22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026. As per the Third Amendment to the 2024 Credit Facility, the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

During the three and nine months ended September 30, 2025, the Company repaid $2.5 million and $4.3 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (During the three and nine months ended September 30, 2024, the Company drew $0.3 million and $4.2 million respectively from the 2024 Credit Facility and made no repayments). During the three and nine months ended September 30, 2025, the Company incurred $nil and $0.1 million respectively as interest expense, while for those same periods, it incurred $0.7 million and $1.9 million respectively, as underutilization fees (For the three and nine months ended September 30, 2024, the interest amounted to $0.1 million for both periods, and underutilization fees amounted to $0.2 million and $0.4 million respectively). During the three and nine months ended September 30, 2025, the Company repaid interest amounting to $0.1 and $0.4 million, respectively (For three and nine months ended September 30, 2024: nil and $25 thousand), and underutilization fees amounting to $1.2 million and $2.2 million, respectively (For three and nine months ended September 30, 2024: nil and $0.1 million).

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which previously provided the Company with consulting services. During the three and nine months ended September 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $nil and $5 thousand respectively, recorded in general and administrative expenses (During the three and nine months ended September 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $16 thousand and $21 thousand). As at September 30, 2025, the amount payable to Robertsbridge Consultants Limited was $nil.

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

During the second quarter of 2025, the Company entered into consulting agreements with two individuals who subsequently became directors. The consideration for the consulting services provided by the directors was in the form of RSUs and stock options and was approved by the shareholders in the special meeting of shareholders held on August 28, 2025 (Note 14).

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

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

17.Contingent Liabilities

On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim. The appeal was heard on November 8, 2024. The NY Appellate Division upheld the lower court’s ruling in December 2024, moving the case into the discovery phase. There is no assurance that the Company will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated.

On November 8, 2024, a shareholder filed a putative class action against the Company and certain of its executives in federal district court for the Central District of California, captioned Lin v. TMC The Metals Company Inc., Gerard Barron, and Craig Shesky. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Shesky violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information regarding the classification of the non-financial asset received from our partnership with Low Carbon Royalties Inc. and the derecognition of the capitalized exploration contract related to NORI. The alleged misstatements and omissions pertain to the Company’s initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of our previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024. The complaint purports to represent a class of shareholders who acquired the Company’s securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings. On February 6, 2025, the Court appointed a lead plaintiff. An amended complaint was filed on March 6, 2025. Pursuant to court-approved scheduling, the Company filed a motion to dismiss on April 10, 2025. The lead plaintiff filed an opposition on May 15, 2025, and the Company filed a reply on June 5, 2025. On June 18, 2025, the Court granted the Company’s motion to dismiss in full but granted plaintiffs leave to amend. The plaintiffs filed a Second Amended Complaint on July 2, 2025. The Company’s motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and the Company's reply was filed by September 23, 2025. The Company intends to continue defending against the lawsuit. There can be no assurance, however, that the Company will be successful in its defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated.

Revised Sponsorship Agreement with Republic of Nauru

On May 29, 2025, NORI entered into a Revised Sponsorship Agreement with the Republic of Nauru which provides NORI with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract. The Republic of Nauru will continue to sponsor NORI’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement. In exchange for the Republic of Nauru’s sponsorship, NORI will make cash payments (“Continuity Benefits”) to the Republic of Nauru for its continued sponsorship. The Continuity Benefits would only be payable if (i) a subsidiary of the Company other than NORI obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities; (ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization (“Continuity Conditions”) and the range of the Continuity Benefits to the Republic of Nauru will be between $265 million and $515 million (undiscounted). In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the Republic of Nauru under which the Company guarantees certain obligations of NORI and provides customary indemnities. As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

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TMC the metals company Inc.

Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)

Revised Sponsorship Agreement with the Kingdom of Tonga

On August 4, 2025, TOML entered into a revised sponsorship agreement (the “Sponsorship Agreement”) with the Kingdom of Tonga, acting through the Tonga Seabed Minerals Authority (“the State”), which provides TOML with exclusive right to explore for polymetallic nodules in the ISA contract area, pursuant to its ISA Exploration Contract. The State will continue to sponsor TOML’s seabed mineral activities in the area as per the terms of this Sponsorship Agreement. In exchange for the State’s sponsorship, TOML will make cash payments (“Continuity Benefits”) to the State for its continued sponsorship. The Continuity Benefits would only be payable if (i) a subsidiary of the Company other than TOML obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities in TOML’s ISA Contract Area; (ii) and that Subsidiary commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization TOML’s ISA Contract Area (“Continuity Conditions”). The range of the Continuity Benefits to the State will be between $75 million and $200 million (undiscounted). In connection with the Revised Sponsorship Agreement, the Company entered into a Deed of Guarantee and Indemnity in favor of the State under which the Company guarantees certain obligations of TOML and provides customary indemnities. As of September 30, 2025, the Continuity conditions are not probable but reasonably possible, and therefore the Company has not recorded any amount as Continuity Benefits.

18.Fair Value Accounting

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

Fair Value at September 30, 2025

Total

Level 1

Level 2

Level 3

Assets:

Cash

115,648

—

Receivables and prepayments

1,566

—

1,566

—

Exploration contracts

42,951

—

42,951

Right of use asset

2,384

—

2,384

Equipment

597

—

597

Software development costs

2,082

—

2,082

Investment

10,387

—

10,387

175,615

115,648

1,566

58,401

Liabilities:

Accounts payable and accrued liabilities

46,834

—

46,834

—

Deferred tax liability

10,675

—

10,675

—

Royalty liability

145,000

—

145,000

Warrants liability

13,730

—

13,730

216,239

—

57,509

158,730

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Notes to Interim Condensed Consolidated Financial Statements

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

(Unaudited)


	Fair Value at December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash	$	3,480	$	3,480	$	—	$	—
Receivables and prepayments		1,851		—		1,851		—
Exploration contracts		42,951		—		—		42,951
Right of use asset		3,814		—		—		3,814
Equipment		771		—		—		771
Software development costs		1,928		—		—		1,928
Investment		8,203		—		—		8,203
	$	62,998	$	3,480	$	1,851	$	57,667

Liabilities:
Accounts payable and accrued liabilities	$	42,754	$	—	$	42,754

TMC the metals Co Inc. 10-Q