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 |
(I.R.S. Employer |
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 42nd Street, 18th 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 | ¨ | |
| 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 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, 333-286191 and 333-289993) of TMC the metals company Inc. (the “Registrant”) are effective. The additional securities are 16,918,653 Common Shares of the Registrant reserved for issuance under the 2021 Incentive Equity Plan, as amended, as a result of the automatic increase in the number of shares reserved under this plan on January 1, 2026. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-261221, 333-265319, 333-270875, 333-278222, 333-286191 and 333-289993) 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. |
† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions are of a personal nature under Regulation S-K Item 601(a)(6).
+ 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 March 31, 2026.
| TMC THE METALS COMPANY INC. | ||
| By: | /s/ Craig Shesky | |
| Craig Shesky | ||
| Chief Financial Officer | ||
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 | March 31, 2026 | ||
| Gerard Barron | (Principal Executive Officer) | |||
|
/s/ Craig Shesky |
Chief Financial Officer | March 31, 2026 | ||
| Craig Shesky | (Principal Financial and Accounting Officer) | |||
|
/s/ Andrew C. Greig |
Director | March 31, 2026 | ||
| Andrew C. Greig | ||||
|
/s/ Andrew Hall |
Director | March 31, 2026 | ||
| Andrew Hall | ||||
|
/s/ Michael Hess |
Director | March 31, 2026 | ||
| Michael Hess | ||||
| /s/ Stephen Jurvetson | Director | March 31, 2026 | ||
| Stephen Jurvetson | ||||
|
/s/ Andrei Karkar |
Director | March 31, 2026 | ||
| Andrei Karkar | ||||
|
/s/ Sheila Khama |
Director | March 31, 2026 | ||
| Sheila Khama | ||||
|
/s/ Christian Madsbjerg |
Director | March 31, 2026 | ||
| Christian Madsbjerg | ||||
| /s/ Brendan May | Director | March 31, 2026 | ||
| Brendan May | ||||
|
/s/ Alex Spiro |
Director | March 31, 2026 | ||
| Alex Spiro |
Exhibit 5.1
 |
 |
 |
March 31, 2026
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 16,918,653 common shares without par value in the capital of the Corporation (the “2026 IEP Shares”) issuable upon exercise of the awards (the “2026 IEP Awards”) outstanding under and in accordance with the terms of the 2021 Incentive Equity Plan of the Corporation, as amended (the “IEP”).
| A. | 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:
| 1. | the IEP; and |
| 2. | 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:
| 1. | a certificate of good standing dated March 31, 2026 issued pursuant to the Business Corporations Act (British Columbia) relating to the Corporation; and |
| 2. | 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”), and the resolutions of the directors of the Corporation authorizing and approving the issuance of the 2026 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.
| B. | 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.
| C. | Assumptions |
For the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:
| 1. | 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; |
| 2. | 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; |
| 3. | that the Officer’s Certificate continues to be accurate on the date hereof; |
| 4. | 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, or excerpts thereof, 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; |
| 5. | each of the IEP and the 2026 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 |
| 6. | 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. |
2
| D. | 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.
| E. | Opinions |
Based upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the 2026 IEP Shares when issued in accordance with the terms of the IEP will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation.
| F. | 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
3
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 31, 2026 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, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Vancouver, Canada
March 31, 2026
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 March 31, 2026 | |
| /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 NSW 2450
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 March 31, 2026 | |
| /s/ Dr. Ian Stevenson | |
| Dr. Ian Stevenson | |
| 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, and 7.14 of the Technical Report Summary.
| Dated this March 31, 2026 | |
| /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 March 31, 2026 | |
| /s/ Cameron Harris | |
| Cameron Harris | |
| Principal: Smelting | |
| Signature of Authorized Person for | |
| Canadian Engineering Associates Ltd, a Qualified Third-Party Firm |
Exhibit 23.7
Lanasera Pty Ltd
9 Pennant Court
Birkdale QLD 4159
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 March 31, 2026 | |
| /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, 15th 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 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /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, 15th 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 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /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, 15th 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, 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 March 31, 2026 | |
| /s/ Dr. Michael Clarke | |
| Dr. Michael Clarke, a Qualified Person |
Exhibit 23.11
Adam Price
c/o TMC the metals company Inc.
1111 West Hastings Street, 15th 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /s/ Adam Price | |
| Adam Price, a Qualified Person |
Exhibit 23.12
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 “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 |
| · | 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 1.1, 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 March 31, 2026 | |
| /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
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 “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 |
| · | 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 6.1, 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 March 31, 2026 | |
| /s/ Dr. 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
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 “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 |
| · | 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 7.6.6 and 7.7.6 of the Technical Report Summary.
| Dated this March 31, 2026 | |
| /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
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 “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 |
| · | 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 1.6, 10, 14, 15, 22.3, 22.7, and 22.8 of the Technical Report Summary.
| Dated this March 31, 2026 | |
| /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
9 Pennant Court
Birkdale QLD 4159
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 “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 |
| · | 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 1.10, 19 and 22.12 of the Technical Report Summary.
| Dated this March 31, 2026 | |
| /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, 15th 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 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /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, 15th 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 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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /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, 15th 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 “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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /s/ Dr. Michael Clarke | |
| Dr. Michael Clarke, a Qualified Person |
Exhibit 23.20
Adam Price
c/o TMC the metals company Inc.
1111 West Hastings Street, 15th 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 “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, my name, including my 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 me, that I supervised the preparation of and/or that was reviewed and approved by me, that is incorporated by reference into the Registration Statement. |
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 March 31, 2026 | |
| /s/ Adam Price | |
| Adam Price, a Qualified Person |
|
Calculation of Filing Fee Tables |
|||
|
|
|||
|
|
|||
|
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 |
|
|
|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
|
||||||
|
Total Fee Offsets: |
$
|
|||||||
|
Net Fee Due: |
$
|
|||||||
|
Offering Note |
|
1 |
|
||||||
|
|
|||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| 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 | |||||||||||||
| Fee Offset Sources | |||||||||||||