SEC Filing | The Metals Company

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Registration No. 333 –

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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)		(I.R.S. Employer Identification No.)

1111 West Hastings Street, 15th Floor

Vancouver, British Columbia

V6E 2J3

(888) 458-3420

(Address, Including Zip Code, of Principal Executive Offices)

2021 Incentive Equity Plan, as amended

(Full Title of the Plans)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

Telephone: (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael L. Fantozzi, Esq.

Daniel T. Kajunski, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Telephone: (617) 542-6000

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	x	Smaller reporting company	x
		Emerging growth company	x

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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement registers additional securities of the same class as other securities for which the registration statements filed on Form S-8 (SEC File Nos. 333-261221, 333-265319, 333-270875, 333-278222 and 333-286191) of TMC the metals company Inc. (the “Registrant”) are effective. The additional securities are 40,000,000 Common Shares of the Registrant reserved for issuance under the 2021 Incentive Equity Plan, as amended, as a result of an amendment to the plan as approved by the shareholders on August 28, 2025. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-261221, 333-265319, 333-270875, 333-278222 and 333-286191) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference herein from Form or Schedule	Filing Date	SEC File/ Reg. Number

4.1	Notice of Articles of TMC the metals company Inc.		Form 10-Q (Exhibit 3.1)	8/14/2025	001-39281
4.2	Articles of TMC the metals company Inc.		Form 8-K (Exhibit 3.2)	9/15/2021	001-39281
4.3	Amendment to Company’s Articles, adopted May 29, 2025		Form 8-K (Exhibit 3.1)	6/4/2025	001-39281
4.4	TMC the metals company Inc. Common Share Certificate		Form 8-K (Exhibit 4.1)	9/15/2021	001-39281
5.1	Opinion of Fasken Martineau DuMoulin LLP	X
23.1	Consent of Ernst & Young LLP independent registered public accounting firm of TMC the metals company Inc.	X
23.2	Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1)	X
23.3	Consent of Qualified Person (TRS) - AMC Consultants Pty Ltd	X
23.4	Consent of Qualified Person (TRS) - MARGIN - Marine Geoscience Innovation	X
23.5	Consent of Qualified Person (TRS) - APYS Subsea Ltd	X
23.6	Consent of Qualified Person (TRS) - Canadian Engineering Associates Ltd	X
23.7	Consent of Qualified Person (TRS) - Lanasera Pty Ltd	X
23.8	Consent of Qualified Person (TRS) - Anthony O’Sullivan	X
23.9	Consent of Qualified Person (TRS) - Rutger Bosland	X
23.10	Consent of Qualified Person (TRS) - Dr. Michael Clarke	X
23.11	Consent of Qualified Person (TRS) - Adam Price	X
23.12	Consent of Qualified Person (IA) - AMC Consultants Pty Ltd	X
23.13	Consent of Qualified Person (IA) - MARGIN - Marine Geoscience Innovation	X
23.14	Consent of Qualified Person (IA) - APYS Subsea Ltd	X
23.15	Consent of Qualified Person (IA) - Canadian Engineering Associates Ltd	X
23.16	Consent of Qualified Person (IA) - Lanasera Pty Ltd	X
23.17	Consent of Qualified Person (IA) - Anthony O’Sullivan	X
23.18	Consent of Qualified Person (IA) - Rutger Bosland	X
23.19	Consent of Qualified Person (IA) - Dr. Michael Clarke	X
23.20	Consent of Qualified Person (IA) - Adam Price	X
24.1	Power of Attorney (included on the signature page hereof)	X

99.1+	TMC the metals company Inc. 2021 Incentive Equity Plan, as amended		Form 8-K (Exhibit 10.1)	8/28/2025
99.2+	Form of Stock Option Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan, as amended		Form 8-K (Exhibit 10.23.2)	9/15/2021	001-39281
99.3+	Form of Restricted Stock Unit Agreement under TMC the metals company Inc. 2021 Incentive Equity Plan, as amended		Form S-8 (Exhibit 99.3)	11/19/2021	333-261221
107	Filing Fee Table	X

+ Denotes management contract or compensatory plan or arrangement.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in New York, New York on September 2, 2025.

	TMC THE METALS COMPANY INC.

	By:	/s/ Craig Shesky
		Craig Shesky
		Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Gerard Barron and Craig Shesky, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dated indicated.

Signature	Title	Date

/s/ Gerard Barron	Chief Executive Officer and Chairman	September 2, 2025
Gerard Barron	(Principal Executive Officer)

/s/ Craig Shesky	Chief Financial Officer	September 2, 2025
Craig Shesky	(Principal Financial and Accounting Officer)

/s/ Andrew C. Greig	Director	September 2, 2025
Andrew C. Greig

/s/ Andrew Hall	Director	September 2, 2025
Andrew Hall

/s/ Michael Hess	Director	September 2, 2025
Michael Hess

/s/ Stephen Jurvetson	Director	September 2, 2025
Stephen Jurvetson

/s/ Andrei Karkar	Director	September 2, 2025
Andrei Karkar

/s/ Sheila Khama	Director	September 2, 2025
Sheila Khama

/s/ Christian Madsbjerg	Director	September 2, 2025
Christian Madsbjerg

/s/ Brendan May	Director	September 2, 2025
Brendan May

/s/ Alex Spiro	Director	September 2, 2025
Alex Spiro

Exhibit 5.1

September 2, 2025

File No.: 328015.00001

TMC the metals company Inc.

1111 West Hastings Street, 15th Floor

Vancouver, British Columbia

V6E 2J3

Dear Sirs/Mesdames:

Re:

TMC the metals company Inc. – Registration Statement on Form S-8

We have acted as Canadian counsel to TMC the metals company Inc., a corporation continued under the laws of the Province of British Columbia (the “Corporation”), in connection with the filing of a registration statement on Form S-8 (as may be amended, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to registering the issuance of an additional aggregate of 40,000,000 common shares without par value in the capital of the Corporation (the “Additional 2025 IEP Shares”) issuable upon exercise of the awards (the “Additional 2025 IEP Awards”) outstanding under and in accordance with the terms of the 2021 Incentive Equity Plan of the Corporation, as amended (the “IEP”), as a result of the amendment of such plan as approved by the shareholders of TMC on August 28, 2025 (the “Amendment”).

Documents Reviewed and Reliance

As Canadian counsel to the Corporation, we have examined original executed or electronically delivered copies, which have been certified or otherwise identified to our satisfaction, of:

the IEP; and

the Registration Statement.

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

a certificate of good standing dated September 2, 2025 issued pursuant to the Business Corporations Act (British Columbia) relating to the Corporation; and

a certificate signed by the Chief Financial Officer of the Corporation dated as of the date hereof addressed to our firm, containing certain additional corporate information of a factual nature and attaching the constating documents of the Corporation, including the certificate of continuation, notice of articles and articles of the Corporation (the “Constating Documents”), the ordinary resolution passed by the shareholders of the Corporation at the Corporation’s special meeting of shareholders held on August 28, 2025 authorizing and approving the amendment to the IEP, and the resolutions of the directors of the Corporation authorizing and approving, among other things, the issuance of the Additional 2025 IEP Shares (the “Officer’s Certificate”).

As to various questions of fact material to the opinions provided herein, we have relied upon the Officer’s Certificate.

Laws Addressed

We are qualified to practice law in the Province of British Columbia and our opinion herein is restricted to the laws of the Province of British Columbia and the federal laws of Canada applicable therein. We assume no obligation to update these opinions to take into account any changes in such laws or facts after the date hereof.

Assumptions

For the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

with respect to all documents examined by us, the genuineness of all signatures, the authenticity, completeness and accuracy of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, conformed, telecopied, PDF or photocopied copies of originals and the legal capacity of individuals signing any documents;

the completeness, accuracy and currency of the indices and filing systems maintained at the public offices where we have searched or made relevant inquiries and of other documents and certificates supplied by public officials;

that the Officer’s Certificate continues to be accurate on the date hereof;

that the minute books and corporate records, or excerpts thereof, of the Corporation made available to us are the original minute books and records of the Corporation and contain all of the articles and constating documents of the Corporation and any amendments thereto and all of the respective minutes, or copies thereof, of all applicable proceedings of the shareholders and directors;

the Company has taken all necessary action to duly authorize the IEP and the Amendment and the Amendment has been made in accordance with the terms and provisions of the IEP;

each of the Additional 2025 IEP Awards constitutes a legal, valid and binding obligation of the Corporation and the other parties thereto, enforceable against each of the parties thereto in accordance with its terms and the execution and delivery thereof was duly authorized by the parties thereto and all Additional 2025 IEP Awards have been granted or issued in accordance with the terms of the IEP; and

that if any obligation under any document is required to be performed in a jurisdiction outside of the Province of British Columbia, the performance of that obligation will not be illegal under the laws of that jurisdiction.

Reliance

For the purposes of expressing the opinions set forth herein, in connection with certain factual matters pertaining to this opinion, we have relied exclusively and without independent investigation upon the Officer’s Certificate.

Opinions

Based upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Additional 2025 IEP Shares when issued in accordance with the terms of the IEP and the applicable Additional 2025 IEP Award will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation.

Qualifications

Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being “fully-paid and non-assessable”, such phrase means that the holders of such securities will not, after the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor or as to the actual receipt by the Corporation of any consideration for the issuance of such securities.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 or Section 11 of the Act or the rules and regulations of the Commission promulgated thereunder.

The opinions herein are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

Yours truly,

/s/ Fasken Martineau DuMoulin LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the “2021 Incentive Equity Plan (as amended)” of our report dated March 27, 2025, with respect to the consolidated financial statements of TMC the metals company Inc., included in its Annual Report (Form 10-K) for the period ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Vancouver, Canada

September 2, 2025

Exhibit 23.3

AMC Consultants Pty Ltd

Level 12, 477 Collins Street

Melbourne

Victoria, 3000, Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

AMC Consultants Pty Ltd (“AMC”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

AMC is responsible for authoring, and this consent pertains to, Sections 1.4, 1.10, 1.13, 2, 4, 5, 7.3.6, 7.4, 7.5.1-7.5.3, 7.5.5, 7.6, 7.7, 7.8.2, 7.10 - 7.12, 8.2-8.3, 9, 11, 12.1,12.2.5,12.2.6, 12.2.8, 12.2.10, 12.3 - 12.5, 12.7, 20, 22.2, 22.4, 22.5, 24, and 25 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Felicia Mackenzie

Felicia Mackenzie

Chief Performance Officer

Signature of Authorized Person for

AMC Consultants Pty Ltd, a Qualified Third-Party Firm

Exhibit 23.4

Margin – Marine Geoscience Innovation

21 Kalang Circuit

Coffs Harbour, 2450, NSW, Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Margin - Marine Geoscience Innovation (“MMGI”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

MMGI is responsible for authoring, and this consent pertains to, Sections 6, 7.1, 7.2.1 – 7.2.7, 7.2.9, 7.2.10, 7.3.1 – 7.3.3, 7.3.5, 7.8.1, 7.9, 7.13, 8.1 and 12.2.4. of the Technical Report Summary.

Dated this September 2, 2025

/s/ Ian Stevenson

Dr. Ian Stevenson

Marine Geoscience Consultant

Signature of Authorized Person for

Margin - Marine Geoscience Innovation, a Qualified Third-Party Firm

Exhibit 23.5

APYS Subsea Ltd

1 The Macies

Bath, United Kingdom, BA1 4HS

CONSENT OF THIRD-PARTY QUALIFIED PERSON

APYS Subsea Ltd (“APYS”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

APYS is responsible for authoring, and this consent pertains to, Sections 7.2.8, 7.3.4, 7.5.4, 7.14 and 12.2.2. of the Technical Report Summary.

Dated this September 2, 2025

/s/ John Buckell

John Buckell

Consultant

Signature of Authorized Person for

APYS Subsea Ltd, a Qualified Third-Party Firm

Exhibit 23.6

Canadian Engineering Associates Ltd

2544 Weston Road, Unit 208

Toronto, ON M9N 2A6

CANADA

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Canadian Engineering Associates Ltd (“CEA”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

CEA is responsible for authoring, and this consent pertains to, Sections 1.7, 10, 12.2.11, 14, 15 and 22.7 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Cameron Harris

Cameron Harris

Co-Founder

Signature of Authorized Person for

Canadian Engineering Associates Ltd, a Qualified Third-Party Firm

Exhibit 23.7

Lanasera Pty Ltd

29 Ellen Street

Oxley QLD 4075

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

Lanasera Pty Ltd (“Lanasera”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

Lanasera is responsible for authoring, and this consent pertains to, Sections 1.12, 12.6, 19 and 22.12 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Brett Roughan

Brett Roughan

Principal

Signature of Authorized Person for

Lanasera Pty Ltd, a Qualified Third-Party Firm

Exhibit 23.8

Anthony O’Sullivan

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

Anthony O’Sullivan (the “Qualified Person”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.1, 1.2, 1.3, 1.5, 1.8, 3, 12.2.1, 12.2.12-12.2.14, 16, 21, 22.1, 22.3, 22.8, 22.9, 22.12 and 23 of the Technical Report

Summary.

Dated this September 2, 2025

/s/ Anthony O’Sullivan

Anthony O’Sullivan, a Qualified Person

Exhibit 23.9

Rutger Bosland

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

Rutger Bosland (the “Qualified Person”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.6, 12.2.3, 12.2.7, 12.2.9, 13 and 22.6 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Rutger Bosland

Rutger Bosland, a Qualified Person

Exhibit 23.10

Dr. Michael Clarke

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

Dr. Michael Clarke (the “Qualified Person”), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

the use of the information derived, summarized, quoted or referenced from the Technical Report Summary, or portions thereof, that was prepared by us, that we supervised the preparation of and/or that was reviewed and approved by us, that is incorporated by reference into the Registration Statement.

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.9, 12.2.1, 17 and 22.10 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Michael Clarke

Dr. Michael Clarke, a Qualified Person

Exhibit 23.11

Adam Price

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

Adam Price (the "Qualified Person"), in connection with the Registration Statement on Form S-8 to be filed on or about the date hereof pertaining to the 2021 Incentive Equity Plan (including any amendments or supplements thereto, the “Registration Statement”), of TMC the metals company Inc. (the “Company”), consents to:

	·	the incorporation by reference of the technical report summary titled “Technical Report Summary of Prefeasibility Study of NORI Area D, Clarion Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

	·	the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.11, 18 and 22.11 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Adam Price

Adam Price, a Qualified Person

Exhibit 23.12

AMC Consultants Pty Ltd

Level 12

477 Collins Street

Melbourne VIC 3000

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

the incorporation by reference of the technical report summary titled “Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone” with an effective date of August 4, 2025 (the “Technical Report Summary”), prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (“S-K 1300”) into the Registration Statement;

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

AMC is responsible for authoring, and this consent pertains to, Sections I.I, 1.4, 2.1, 2.2, 2.3, 2.4, 4, 5.1, 5.3, 6.8, 6.9, 6.10, 6.11.2, 7.1, 7.2, 7.3, 7.4, 8.1, 8.2.1, 8.2.2, 8.3, 9.2, 11, 12, 13.7, 13.8.1, 13.8.2, 13.9, 20, 21, 22.2, 22.4, 22.6, 23, 24 and 25 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Felicia Mackenzie

Felicia Mackenzie

Chief Performance Officer

Signature of Authorized Person for

AMC Consultants Pty Ltd, a Qualified Third-Party Firm

Exhibit 23.13

Margin – Marine Geoscience Innovation

21 Kalang Circuit

Coffs Harbour NSW 2450

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

MMGI is responsible for authoring, and this consent pertains to, Sections 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.11.1, 7.6.2, 7.6.3, 7.6.4 and 7.6.5 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Ian Stevenson

Dr. Ian Stevenson Geoscience Consultant

Signature of Authorized Person for

Margin - Marine Geoscience Innovation, a Qualified Third-Party Firm

Exhibit 23.14

APYS Subsea Ltd

1 The Macies

Bath, United Kingdom

BA1 4HS

CONSENT OF THIRD-PARTY QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

APYS is responsible for authoring, and this consent pertains to, Sections 7.6.6 and 7.7.6 of the Technical Report Summary. Dated this September 2, 2025

/s/ John Buckell

John Buckell Consultant

Signature of Authorized Person for

APYS Subsea Ltd, a Qualified Third-Party Firm

Exhibit 23.15

Canadian Engineering Associates Ltd

2544 Weston Road, Unit 208

Toronto, ON M9N 2A6

Canada

CONSENT OF THIRD-PARTY QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

CEA is responsible for authoring, and this consent pertains to, Sections 1.6, 10, 14, 15, 22.3, 22.7, and 22.8 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Cameron Harris

Cameron Harris

Principal: Smelting

Signature of Authorized Person for

Canadian Engineering Associates Ltd, a Qualified Third-Party Firm

Exhibit 23.16

Lanasera Pty Ltd

29 Ellen Street

Oxley QLD 4075

Australia

CONSENT OF THIRD-PARTY QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

Lanasera is responsible for authoring, and this consent pertains to, Sections 1.10, 19 and 22.12 of the Technical Report Summary.

Dated this September 2, 2025.

/s/ Brett Roughan

Brett Roughan Principal

Signature of Authorized Person for

Lanasera Pty Ltd, a Qualified Third-Party Firm

Exhibit 23.17

Anthony O’Sullivan

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.2, 1.3, 1.7, 3.1, 3.1.1, 3.1.1.1, 3.1.2, 3.1.2.1, 3.2, 3.2.1, 3.2.2, 5.2, 5.4, 6.7, 6.11.3, 7.5.1, 7.5.2, 7.6.1, 7.7.1, 7.7.2, 7.7.3, 7.7.4, 7.7.5, 8.2, 9.1, 16, 22.1 and 22.9 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Anthony O’Sullivan

Anthony O’Sullivan, a Qualified Person

Exhibit 23.18

Rutger Bosland

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.5, 13.1, 13.2, 13.3, 13.4, 13.5, 13.6, 13.8.3, and 22.5 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Rutger Bosland

Rutger Bosland, a Qualified Person

Exhibit 23.19

Dr. Michael Clarke

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor

Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.8, 17, and 22.10 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Michael Clarke

Dr. Michael Clarke, a Qualified Person

Exhibit 23.20

Adam Price

c/o TMC the metals company Inc.

1111 West Hastings Street, 15^th Floor Vancouver, BC V6E 2J3

CANADA

CONSENT OF QUALIFIED PERSON

the use of, and references to, our name, including our status as an expert or “qualified person” (as defined in S-K 1300), in the Technical Report Summary and the Registration Statement; and

The Qualified Person is responsible for authoring, and this consent pertains to, Sections 1.9, 18, and 22.11 of the Technical Report Summary.

Dated this September 2, 2025

/s/ Adam Price

Adam Price, a Qualified Person

EX-FILING FEES

Calculation of Filing Fee Tables
S-8
TMC the metals Co Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common shares without par value reserved for issuance pursuant to the 2021 Incentive Equity Plan	Other	33,500,000	$ 5.09	$ 170,515,000.00	0.0001531	$ 26,105.85
2	Equity	Common shares without par value reserved for issuance upon the exercise of outstanding options under the 2021 Incentive Equity Plan	Other	6,500,000	$ 4.66	$ 30,290,000.00	0.0001531	$ 4,637.40
Total Offering Amounts:						$ 200,805,000.00		$ 30,743.25
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 30,743.25

Offering Note

¹	(a) Represents common shares, without par value ("Common Shares"), that may be issued under the TMC the metals company Inc. 2021 Incentive Equity Plan, as amended (the "Plan"). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional Common Shares that become issuable under the Plan as a result of any stock dividend, stock split, recapitalization or similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding Common Shares. (b) Represents 33,500,000 Common Shares reserved for issuance under the Plan. The number of shares reserved for issuance pursuant to awards under the Plan will be increased annually on the first day of each fiscal year, beginning in fiscal year 2026 and ending on the tenth anniversary of the closing of the going-public business combination transaction in September 2021, in an amount equal to the lesser of (i) 4% of the number of outstanding Common Shares on such date and (ii) an amount determined by the plan administrator. In addition, to the extent outstanding options under the Plan expire, lapse or are forfeited, cancelled, or otherwise terminated, or result in any Common Shares not being issued, the unissued or reacquired Common Shares subject to such awards will be available for future issuance under the Plan. (c) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the average of the high and the low price of Registrant's Common Shares as reported on the Nasdaq Stock Market LLC on August 25, 2025.

²	(a) See Footnote 1(a). (b) Represents 6,500,000 Common Shares issuable upon the exercise of outstanding options granted under the Plan, at a weighted-average exercise price of $4.66 per share. To the extent outstanding options under the Plan expire, lapse or are forfeited, cancelled, or otherwise terminated, or result in any Common Shares not being issued, the unissued or reacquired Common Shares subject to such awards will be available for future issuance under the Plan. (c) Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on $4.66 per share, which is the weighted-average exercise price of the outstanding options granted under the Plan being registered.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A