0001410578-25-000516 | 10-K | XBRL Viewer

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Exploration Contracts - Exploration and evaluation expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Exploration and Evaluation Expenses
Environmental Studies	$ 3,234	$ 16,421
Exploration Labor	9,424	8,206
Share-Based Compensation (Note 17)	10,451	5,033
Mining, Technological and Process Development	22,392	14,956
Prefeasibility Studies	1,120	1,345
Sponsorship, Training and Stakeholder Engagement	3,069	3,446
Permit Application Activities	297
Other	656	442
Exploration and evaluation expenses	50,643	49,849
NORI Exploration Contract
Exploration and Evaluation Expenses
Environmental Studies	2,891	16,421
Exploration Labor	8,706	7,268
Share-Based Compensation (Note 17)	9,638	4,444
Mining, Technological and Process Development	21,173	13,694
Prefeasibility Studies	1,120	1,345
Sponsorship, Training and Stakeholder Engagement	2,353	2,248
Permit Application Activities	297
Other	640	433
Exploration and evaluation expenses	46,818	45,853
Marawa Option Agreement
Exploration and Evaluation Expenses
Environmental Studies	270
Exploration Labor	85	227
Share-Based Compensation (Note 17)	14	146
Sponsorship, Training and Stakeholder Engagement	115	202
Exploration and evaluation expenses	484	575
TOML Exploration Contract
Exploration and Evaluation Expenses
Environmental Studies	73
Exploration Labor	633	711
Share-Based Compensation (Note 17)	799	443
Mining, Technological and Process Development	1,219	1,262
Sponsorship, Training and Stakeholder Engagement	601	996
Other	16	9
Exploration and evaluation expenses	$ 3,341	$ 3,421

Fair Value Accounting (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets:
Cash	$ 3,480	$ 6,842
Receivables and prepayments	1,851	1,978
Exploration contracts	42,951	43,150
Right of use asset	3,814	5,721
Equipment	771	1,133
Software	1,928	1,643
Investment	8,203	8,429
Assets	62,998	68,896
Liabilities:
Accounts payable and accrued liabilities	42,754	31,334
Short-term debt	11,775
Deferred tax liability	10,675	10,675
Royalty liability	14,000	14,000
Warrants liability	912	1,969
Liabilities	80,116	57,978
Level 1
Assets:
Cash	3,480	6,842
Assets	3,480	6,842
Level 2
Assets:
Receivables and prepayments	1,851	1,978
Assets	1,851	1,978
Liabilities:
Accounts payable and accrued liabilities	42,754	31,334
Short-term debt	11,775
Deferred tax liability	10,675	10,675
Liabilities	65,204	42,009
Level 3
Assets:
Exploration contracts	42,951	43,150
Right of use asset	3,814	5,721
Equipment	771	1,133
Software	1,928	1,643
Investment	8,203	8,429
Assets	57,667	60,076
Liabilities:
Royalty liability	14,000	14,000
Warrants liability	912	1,969
Liabilities	$ 14,912	$ 15,969

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2024	Mar. 20, 2025	Jun. 30, 2024
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Entity File Number	001-39281
Entity Registrant Name	TMC THE METALS COMPANY INC.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	1111 West Hastings Street, 15th Floor
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 2J3
City Area Code	888
Local Phone Number	458-3420
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 246,317,128
Entity Common Stock, Shares Outstanding		347,910,742
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s proxy statement in connection with the registrant’s annual meeting of shareholders, scheduled to be held on May 29, 2025, are incorporated by reference in Part III of this report. Except as expressly incorporated by reference, such proxy statement shall not be deemed to be part of this report.
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Central Index Key	0001798562
Amendment Flag	false
Auditor Name	Ernst & Young LLP
Auditor Firm ID	1263
Auditor Location	Vancouver, Canada
Common Shares, without par value
Document And Entity Information
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	TMC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Document And Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Trading Symbol	TMCWW
Security Exchange Name	NASDAQ

Share-Based Compensation - Summary of the RSU activity (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Number of RSUs Outstanding
Outstanding	12,484,880	3,815,143
Granted	33,079,041	13,669,185
Forfeited	(516,685)	(86,700)
Exercised	(10,734,581)	(4,912,748)
Outstanding	34,312,655	12,484,880
Weighted average grant-date fair value per option
Outstanding	$ 1.23	$ 2.75
Granted	1.18	0.92
Forfeited	1.45	0.96
Exercised	1.39	1.57
Outstanding	$ 1.12	$ 1.23

Receivables and Prepayments

12 Months Ended

Dec. 31, 2024

Receivables And Prepayments.

Receivables and Prepayments

6.	Receivables and Prepayments

The amounts of outstanding receivables and prepayments at December 31, 2024 and 2023 are as follows:


	December 31 2024		December 31 2023
Taxes and other receivables	$	249	$	467
Prepayments		1,602		1,511
	$	1,851	$	1,978

Warrants

12 Months Ended

Dec. 31, 2024

Warrants

Warrants

15.Warrants

Public Warrants

As at December 31, 2024, 15,000,000 Public Warrants were outstanding. Each whole Public Warrant entitles the holder to purchase one common share at a price of $11.50 per share beginning on October 9, 2021, subject to restrictions as described further. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. Public Warrant holders do not have the rights or privileges of holders of common shares nor any voting rights until they exercise their warrants and receive common shares.

The Company will not be obligated to deliver any common shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (“Securities Act”) with respect to the common shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants will be exercisable and the Company will not be obligated to issue a common share upon exercise of a Public Warrant unless the common share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled

to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrants. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the common share underlying such unit.

The Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption in certain circumstances, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, by surrendering the Public Warrants for a number of common shares per warrant equal to the lesser of:

●

the quotient obtained by dividing (x) the product of the number of common shares underlying such warrant, multiplied by the excess of the average reported closing price of common shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders (“Fair Market Value”) over the warrant price by (y) the Fair Market Value, and

●

0.365.

As at December 31, 2024, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at December 31, 2024, 9,500,000 Private Warrants were outstanding. The Private Warrants (including the common shares issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until October 9, 2021, except to permitted transferees. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees:

(i)

the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and

(ii)

the Private Warrants are not redeemable by the Company.

The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, if not held by the Sponsor or any of its permitted transferees, provided that the other conditions of such redemption are met, as described above. If holders of the Private Warrants elect to exercise the warrants on a cashless basis, the holder would pay the exercise price by surrendering their Private Warrants for a number of common shares equal to:

●

the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants, multiplied by the excess of the average reported closing price of the common shares for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent (“fair market value”) over the exercise price of the warrants by (y) the fair market value.

If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants are redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do not meet the criteria to be classified in shareholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrants should be classified as a liability.

The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $18.00 over 20 trading days within any 30- day period, and the historical volatility of the common share price.

As at December 31, 2024, the fair value of outstanding Private Warrants of approximately $0.9 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, 2023	$	1,969
Decrease in fair value of warrants liability		1,057
Warrants liability as at December 31, 2024	$	912

As at December 31, 2024, the fair value of the Private Warrants was estimated using the following assumptions:


	December 31, 2024			December 31, 2023
Exercise price	$	11.50		$	11.50
Share price	$	1.12		$	1.10
Volatility		108.97	%		105.34	%
Term		1.69	years		2.69	years
Risk-free rate		4.14	%		3.98	%
Dividend yield		0.0	%		0.0	%

Class A Warrants

Under the 2023 Registered Direct Offering (Note 13) which closed on August 14, 2023, the Company issued 3,980,770 Class A Warrants to purchase common shares at an exercise price of $3.00 per share. These Class A Warrants were valued on August 14, 2023, at a fair value of $0.80 per warrant, using a Monte Carlo valuation.

The Class A Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $6.50, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation of the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received.

The Class A Warrants were not determined to be liabilities under ASC 480 as they were not required to be redeemed. The Company classified the Class A Warrants as equity (per ASC 815), as the warrants entailed 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 December 31, 2023, the Company recorded the total fair value of these Class A Warrants amounting to $3.2 million as additional paid in capital.

On January 30, 2024, the Company received the final balance of the committed funding under the 2023 Registered Direct Offering (Note 13) and on January 31, 2024, issued 2,250,000 Class A Warrants to purchase common shares at an exercise price of $3.00 per share. The Class A Warrants issued on January 31, 2024 had the same terms as the Class A Warrants issued in 2023.

The remaining 2,250,000 Class A Warrants were valued on January 31, 2024, using a Monte Carlo simulation, resulting in a fair value of $0.69 per warrant, with the total fair value of these warrants amounting to $1.6 million which was recorded as additional paid in capital.

The fair value of the Class A Warrants issued on January 31, 2024 was estimated using the following assumptions:


	January 31,
	2024
Exercise price	$	3.00
Share price	$	1.31
Call price threshold	$	6.50
Volatility		105.08	%
Term (years)		3.92
Risk-free rate		3.89	%
Dividend yield		0.0	%

The 2023 Purchase Agreement stipulates a down round feature wherein if between August 14, 2023, and December 31, 2024, the Company, or its subsidiaries issue, sell, or grant options or rights to purchase common shares or equivalents at a price lower than either i) $2.00 or ii) the exercise price in effect, the exercise price of the outstanding Class A Warrants will automatically reset to the lower of these two amounts. On reset of the exercise price, the number of shares issuable will not change. On November 14, 2024, the Company entered into the 2024 Purchase Agreement (Note 13), pursuant to which the Company agreed to sell and issue one common share and the accompanying Class B Warrant to purchase one half of a common share at a price of $1.00. As the issuance under the 2024 Purchase Agreement was less than $2.00 per common share, the down round feature of the Class A Warrants was triggered on November 14, 2024 (the “Trigger date”) and the exercise price was reset from $3.00 per share to $2.00 per share. In accordance with ASC 260, Earnings per Share, on the Trigger date, the Company measured the difference between the fair values of the Class A Warrants using an exercise price of $3.00 per share and an exercise price of $2.00 per share.

The fair values of the Class A Warrants on November 14, 2024, with an exercise price of $2.00 per share and an exercise price of $3.00 per share were $0.50 per warrant and $0.41 per warrant, respectively, and were estimated using Monte Carlo simulations based on the following assumptions:


	November 14,
	2024
Share price	$	0.96
Call price threshold	$	6.50
Volatility		106.81	%
Term (years)		3.13
Risk-free rate		4.21	%
Dividend yield		0.0	%

The difference in the above-mentioned fair values was $0.09 per warrant, or $0.6 million in aggregate. In accordance with ASC 260, the difference in the fair values was considered to be a deemed dividend and was recorded as additional paid in capital on November 14, 2024.

As at December 31, 2024, 6,230,770 Class A Warrants were outstanding.

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 13), the Company issued 7,450,000 Class B Warrants for the purchase of common shares at an exercise price of $2.00 per share. The Class B Warrants expire on November 14, 2029. The valuation of these Class B Warrants was determined using a Monte Carlo simulation.

The Class B Warrants were valued on November 14, 2024 at a fair value of $0.60 per warrant. The fair value of the Class B Warrants was estimated using the following assumptions:


	November 14,
	2024
Exercise price	$	2.00
Share price	$	0.96
Call price threshold	$	5.00
Volatility		109.38	%
Term (years)		5.00
Risk-free rate		4.23	%
Dividend yield		0.0	%

The Class B Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 30 consecutive trading days exceeds $5.00, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received.

As the Class B Warrants had the same features as the above-mentioned Class A Warrants, the Company classified the Class B Warrants as equity (per ASC 815) and on November 14, 2024, recorded the fair value of the Class B Warrants amounting to $4.5 million as additional paid in capital.

There were no exercises or redemptions of the Public Warrants, Private Warrants, Class A Warrants and Class B Warrants during the year ended December 31, 2024.

As on December 31, 2024, 7,450,000 Class B Warrants were outstanding. On February 6, 2025, the Company received the final balance of committed funding and issued the remaining 2,500,000 Class B Warrants.

Investment in Low Carbon Royalties (Tables)

12 Months Ended

Dec. 31, 2024

Investment in Low Carbon Royalties

Schedule of investment


	Investment
Fair value of NORI Royalty	$	14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year ended 2023		(571)
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the year ended 2024		(226)
Investment as at December 31, 2024	$	8,203

Schedule of low carbon royalties


	As at		As at
	December 31,		December 31,
	2024		2023
Current Assets	$	1,660		1,091
Non-Current Assets		25,277		26,315
Current Liabilities		—		131

	Year ended
	December 31,		December 31,
	2024		2023
Royalty Income	$	1,459		399
Total Revenue		1,515		480
Comprehensive Loss for the Year	$	(689)		(1,747)

Financing activity

12 Months Ended

Dec. 31, 2024

Financing Activity

Financing Activity

13.Financing Activity

2023 Registered Direct Offering

On August 14, 2023, the Company entered into a securities purchase agreement (the “2023 Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2023 Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares (“Class A Warrants”) (Note 15). Each common share and accompanying Class A Warrant were sold at a price of $2.00 per unit. The exercise price to purchase one common share under the Class A Warrants is $3.00, subject to adjustment as provided in the warrant agreement.

On January 30, 2024, the Company received the final balance of the committed funding amounting to $9 million (representing 4,500,000 common shares and 2,250,000 Class A Warrants) from an investor affiliated with the Company.

As at December 31, 2024, all common shares and Class A Warrants to purchase common shares under the 2023 Registered Direct Offering had been issued and the Company received gross proceeds amounting to $24.9 million. The Company incurred $1.3 million as offering expenses, resulting in net proceeds received of $23.6 million. Out of the total net proceeds received of $23.6 million, the net proceeds attributable to common shares were $18.9 million (Note 16) and the net proceeds attributable to Class A Warrants were $4.7 million (Note 15).

2024 Registered Direct Offering

On November 14, 2024, the Company entered into a securities purchase agreement (the “2024 Purchase Agreement”) with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) 17,500,000 common shares and issue Class B Warrants to purchase 8,750,000 Common Shares (“Class B Warrants”) (Note 15). Each common share and accompanying Class B Warrant were sold at a price of $1.00 per unit. The exercise price to purchase one common share under the Class B Warrants is $2.00, subject to adjustment as provided in the 2024 Purchase Agreement.

On November 26, 2024, the Company and the requisite initial investors entered into the First Amendment to the 2024 Purchase Agreement, pursuant to which the Company agreed to sell and issue an additional 2,400,000 common shares and accompanying Class B Warrants to purchase 1,200,000 common shares to new investors on the same terms and conditions as initially offered. Including the First Amendment to the 2024 Purchase Agreement, the Company agreed to sell and issue in aggregate 19,900,000 common shares and Class B Warrants to purchase 9,950,000 common shares.

As at December 31, 2024, 14,900,000 common shares and Class B Warrants to purchase 7,450,000 common shares under the 2024 Registered Direct Offering had been issued following the receipt of gross proceeds of $14.9 million. The Company incurred $0.7 million as offering expenses, resulting in net proceeds received of $14.2 million. Out of the total net proceeds received of $14.2 million, the net proceeds attributable to common shares were $9.7 million (Note 16) and the net proceeds attributable to Class B Warrants were $4.5 million (Note 15).

On February 6, 2025, the Company received the final balance of committed funding of $5 million (representing 5,000,000 common shares and 2,500,000 Class B Warrants).

Equipment and Software (Tables)

12 Months Ended

Dec. 31, 2024

Equipment and Software

Schedule of movements of company's capital equipment and software



Cost	Equipment		Software⁽¹⁾
December 31, 2022	$	2,963	$	863
Additions		331		780
December 31, 2023	$	3,294	$	1,643
Additions		—		285
December 31, 2024	$	3,294	$	1,928

Accumulated depreciation
December 31, 2022	$	(1,801)	$	—
Amortization for the year		(360)		—
December 31, 2023	$	(2,161)	$	—
Amortization for the year		(362)		—
December 31, 2024	$	(2,523)	$	—

Net book value
As at December 31, 2023	$	1,133	$	1,643
As at December 31, 2024	$	771	$	1,928

(1)

The software is under development and not in use.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2024

Basis of Presentation

Summary of principal subsidiaries of the Company, their activities, and their geographic locations

These consolidated financial statements include the financial statements of the Company and its subsidiaries. The principal subsidiaries of the Company, their activities, and their geographic locations as at December 31, 2024, were as follows:


			Proportion of
			Interest Held
Subsidiary⁽¹⁾	Principal Activity	Location	by the Company
DeepGreen Engineering Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen Metals ULC	Mineral exploration	Canada	100%
The Metals Company USA, LLC	Holding Company	USA	100%
DeepGreen TOML Holding 1 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Holding 2 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Singapore Ltd.	Mineral exploration	Singapore	100%
Koloa Moana Resources Ltd.	Holding Company	Canada	100%
Nauru Ocean Resources Inc.	Mineral exploration	Republic of Nauru	100%
Offshore Minerals Pty. Ltd.	Mineral exploration	Australia	100%
The Metals Company Australia Pty Ltd	Holding Company	Australia	100%
TMC The Metals Company UK Limited	Holding Company	United Kingdom	100%
Tonga Offshore Mining Limited	Mineral exploration	Kingdom of Tonga	100%
Seafloor Mineral Ventures ⁽²⁾	Mineral exploration	Indonesia	100%

(1)

The Company’s wholly owned subsidiaries Nauru Education and Training Foundation Inc. and Nauru Health and Foundation Inc. were voluntarily dissolved on June 30, 2024.

(2)

PT Seafloor Mineral Ventures was incorporated on May 17, 2024.

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2024

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

21.Commitments and Contingent Liabilities

NORI Exploration Contract

NORI is currently implementing its approved 2022 to 2026 five-year plan. The cost of the estimated work plan for 2025 onwards is dependent on the ISA’s approval of the NORI Area D exploitation application. Should the approval of NORI’s exploitation application for NORI Area D be delayed or rejected, NORI intends to revise its estimated future work plan in respect of its NORI Area. Work plans are reviewed annually by the Company, agreed with the ISA and may be subject to change depending on the Company’s progress to date. NORI’s exploration contract expires on July 21, 2026. NORI is required to submit an application for

extension no later than six months before the expiration of the contract. NORI intends to submit an application for a five-year extension in 2025.

TOML Exploration Contract

TOML is currently implementing its approved 2022 to 2026 five-year plan, which included an estimated five-year expenditure of up to $44 million. The five-year estimated expenditure is indicative and subject to change, TOML will review the program regularly and TOML will inform the ISA of any changes through its annual reports.

Offtake Agreements

On May 25, 2012, the Company’s wholly-owned subsidiary, DGE, and Glencore International AG (“Glencore”) entered into a copper offtake agreement and a nickel offtake agreement. DGE has agreed to deliver to Glencore 50% of the annual quantity of copper and nickel produced at a DGE-owned processing facility from nodules derived from the NORI Area at London Metal Exchange referenced market pricing with allowances for product quality and delivery location. Both the copper and nickel offtake agreements are for the life of the Company’s rights to the NORI Area. Either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate the agreement by giving twelve months’ notice.

Sponsorship Agreements

On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential exploitation of the NORI Area. Upon reaching the minimum recovery level within the exploitation contract area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event NORI is granted an ISA exploitation contract. NORI has begun discussions with the Government of Nauru to renegotiate the existing sponsorship agreement and has also committed to ensuring NORI pays corporate income tax within Nauru.

On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of the TOML Area (“TOML Sponsorship Agreement”). Upon reaching the minimum recovery level within the exploitation contract area, TOML has agreed to pay Tonga a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, TOML has agreed to pay reasonable direct costs incurred by Tonga to administer the obligations of Tonga to the ISA. On September 23, 2021, the Company and Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru. TOML expects to renegotiate the existing sponsorship agreement with Tonga prior to entering into operations in the TOML area and has committed to paying corporate income tax within Tonga.

Contingent Liability

On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about the Company’s operations and prospects during the period from March 4, 2021 and October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are

currently awaiting a ruling. There is no assurance, however, that the Company or the other defendants will be successful in the Company’s defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.

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 asst 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, we are expected to serve a motion to dismiss by April 10, 2025, the lead plaintiff is expected to file an opposition by May 15, 2025, and we are expected to reply by June 5, 2025. The Company intends to defend 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.

Income Taxes - The income tax expense at statutory rates for the Company (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Tax expense at statutory rates for the Company reconciled to the reported loss
Loss for the year, before taxes	$ (81,895)	$ (73,740)
Canadian federal and provincial income tax rates	26.72%	26.68%
Income tax recovery based on the above rates	$ (21,882)	$ (19,674)
Permanent differences	2,502	1,556
Effect of differences in future and foreign tax rates	14,424	14,038
Valuation allowance changes affecting the provision of income taxes	5,004	4,121
Total income taxes	$ 48	$ 41

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Significant Accounting Policies

Foreign Currencies

The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and all its subsidiaries is the U.S. Dollar.

At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated into the functional currency at the rates prevailing at that date. Non-monetary assets and liabilities carried at fair value that are denominated in currencies other than the U.S. Dollar are translated at rates prevailing at the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. All gains and losses on translation of these foreign currency transactions are included in the statements of loss and comprehensive loss.

Use of Estimates

ii.

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 consolidated financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 17), as well as the valuation of warrants liability (Note 15), and the valuation of the royalty liability (Note 9). Actual results could differ materially from those estimates.

Loss Per Share

iii.

Loss Per Share

Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the “if converted” method. The dilutive effect of outstanding options and their equivalents is reflected in the diluted loss per share by application of the treasury stock method.

Financial Instruments

iv.

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled, or expires.

The Company’s financial instruments consist of cash and cash equivalents, receivables, short-term debt, accounts payable and accrued liabilities which are recorded at cost as well as royalty liability and warrants to acquire common shares of the Company which are measured at fair value.

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 as 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 U.S. 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 years ended December 31, 2024 and 2023.

As at December 31, 2024, and 2023, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability and warrants which are recorded at fair value as disclosed in Note 9.

Cash and Cash Equivalents

vi.

Cash and Cash Equivalents

Cash includes cash on hand and term deposits with a remaining term to maturity at acquisition of three months or less. As at December 31, 2024 and 2023, the Company had no cash equivalents.

Equipment and Software

vii.

Equipment and Software

Equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits from such assets will flow to the Company and the cost of such assets can be measured reliably. The carrying amount of an asset is derecognized when it is replaced or taken out of service. Repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the period they are incurred.

The major categories of equipment are amortized on a declining balance basis as follows:


Exploration and other equipment	30	%
Office equipment	30	%

The Company allocates the amount initially recognized to each asset’s significant components and depreciates each component separately. Amortization methods and useful life of the assets are reviewed at each financial period end and adjusted on a prospective basis, if required.

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss.

Software is currently under development and is stated at cost. The software will be used to monitor nodule collection on the sea floor. The Company will amortize the cost of the software over its useful life after it is put in use, on commencement of nodule collection and treatment at a commercial scale.

Exploration Contracts

viii.

Exploration Contracts

The Company is in the exploration stage with respect to its investment in exploration contracts and follows the practice of capitalizing costs related to the acquisition of such exploration contracts. The cost of exploration contracts will be charged to operations using a unit-of-production method based on proven and probable reserves once commercial production commences in the future. The Company evaluates impairment indicators on its exploration contracts at each reporting period and adjusts its carrying value if an impairment is identified.

Exploration and Evaluation Expenses

ix.Exploration and Evaluation Expenses

While in the exploration phase, the Company expenses all costs related to exploration and development of exploration contracts. Such exploration and development costs include, but are not limited to, exploration contract management, geological, geochemical and geophysical studies, environmental studies and process development.

Share-Based Compensation

Share-based compensation is measured at the grant date based on the fair value of the award and is recognized over the requisite service period. Share-based compensation costs are charged to exploration and evaluation expenses or general and administrative expenses in the statement of loss and comprehensive loss. The Company recognizes forfeiture of any awards as they occur. The Company records share-based compensation from the issuance of stock options and restricted share units (“RSUs”) to employees with service-based conditions using the accelerated attribution method.

For stock options and restricted share units issued with performance conditions (Note 17), the Company recognizes share-based compensation cost when the specific performance targets become probable of being achieved using the accelerated attribution method. When these costs relate to equity financing, they are netted against share capital as a share issuance cost. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant date using a Black-Scholes option-pricing model.

For stock options and restricted share units issued with market conditions (Note 17), the Company recognizes share-based compensation cost over the expected achievement period for the related market capitalization milestone determined on the grant date. If the related market capitalization milestone is achieved earlier than its expected achievement period, then any unamortized share-based compensation cost for that milestone is recognized at that time. The fair value of market-based stock option awards is estimated on the grant date using Monte-Carlo simulations.

The Company at times grants common shares, stock options or RSUs in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided.

Warrants Liability

xi.

Warrants Liability

The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to U.S. GAAP Accounting Standard Coding (“ASC”) 480, Distinguishing Liability from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for the Public Warrants and Private Warrants (as defined below) in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), and the U.S. Securities and Exchange Commission (“SEC”) Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SEC Statement”), under which the 15,000,000 common share warrants issued by the Company as part of the units offered in its initial public offering (“Public Warrants”) were determined to meet the criteria for equity classification, while the 9,500,000 private placement common share warrants issued by the Company in a private placement simultaneously with the closing of the initial public offering (“Private Warrants”) did not meet the criteria for equity classification and were recorded as liabilities. Specifically, the terms of the Private Warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a Private Warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the Private Warrants from being classified in equity and should be classified as a liability. Accordingly, the Company classified the Private Warrants as liabilities measured at fair value and adjusts the Private Warrants to their fair value at the end of each reporting period. Fair value changes in the Private Warrants are recognized in the Company’s statement of loss and comprehensive loss.

The Company issued Class A Warrants and Class B Warrants in 2024. The Class A Warrants and Class B Warrants met the criteria for equity classification and were recorded under additional paid in capital (Note 15).

Income Taxes

xii.

Income Taxes

Income tax expense represents the sum of current tax expense and deferred tax expense.

Current tax expense is based on taxable profit for the year and includes any adjustments to tax payable in respect of previous years. Taxable profit differs from accounting profit or loss as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable or deductible in other years and (ii) items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying statements of loss and comprehensive loss.

Deferred tax income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are differences between the accounting basis and tax basis of assets and liabilities, non-capital loss, capital loss, and tax credits carryforwards and are measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credit carryforwards are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated income statement in the period that enactment occurs. When realization of deferred income tax assets does not meet the more likely than not criterion for recognition, a valuation allowance is provided.

Leases

xiii.Leases

The Company records leases in accordance with ASC 842, Leases, and determines if an arrangement contains a lease at inception. Specifically, a contract is or contains a lease when (1) the contract contains an explicitly or implicitly identified asset and (2) we obtain substantially all of the economic benefits from the use of that underlying asset and direct how and for what purpose the asset is used during the term of the contract in exchange for consideration. If an arrangement contains a lease, the Company performs a lease classification test to determine if the lease is an operating lease or a finance lease. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Lease liabilities are recognized on the commencement date of the lease based on the present value of the future lease payments over the lease term. The discount rate used to calculate the present value of lease payments is the rate implicit in the lease. Lease liabilities due within the subsequent 12 months of the reporting date are classified as current lease liabilities and are included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet. Lease liabilities payable after the subsequent 12 months of the reporting date are classified as non-current lease liabilities and are presented as non-current lease liability in the condensed consolidated balance sheet.

ROU assets are valued at the initial measurement of the lease liability, plus any indirect costs or rent prepayments, and reduced by any lease incentives and any deferred lease payments. ROU assets are recorded as Right-of-use assets, net of any amortization on the condensed consolidated balance sheet. Operating ROU assets are amortized on a straight-line basis over the lease term, whereas Finance ROU assets are amortized on a front-loaded basis. Depending on the nature of the ROU asset, the amortization expense is either included in exploration and evaluation expenses or in general and administrative expenses.

The Company subsequently measures the ROU assets for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. The ROU assets for a finance lease are subsequently measured by amortizing them on a straight-line basis over the shorter of the lease term or useful life and also adjustment for any impairments.

Investments

xiv.Investments

The Company consolidates investments over which it has control in accordance with ASC 810, Consolidation (“ASC 810”). Where the Company does not have control over the investment, but has significant influence, the Company records the investment in accordance with ASC 323, Investments-Equity Method and Joint Ventures, whereby, after recording the initial investment, the Company recognizes its proportional share of results of operations of the affiliate in its consolidated financial statements. The value of the equity method investments is impaired if it is determined that there is an other-than-temporary decline in value.

Short term debt

xv. Short term debt

The Company records borrowings under its short-term debt and line of credit at the amount drawn, net of any directly attributable financing costs. Interest expense is recognized as incurred based on the interest rate specified in the debt and line of credit agreements (Notes 8 and 20). Short-term debt and outstanding balances under the line of credit, are stated under Short-term debt and classified as a current liability. The accrued interest payable amount on the short-term debt and line of credit is disclosed under Accounts payable and accrued liabilities and classified as current liability.

Evaluation of Going Concern

i.Evaluation of Going Concern

The Company evaluates its ability to operate as a going concern at each reporting period. This evaluation requires the Company to estimate its cash flow commitments over a forecast period of twelve months and whether it has the financial ability to pay for such commitments. Changes in these estimates and assumptions may have a material impact on this assessment.

Valuation of Share-Based Payments

ii.

Valuation of Share-Based Payments

The fair market value of share-based awards granted to employees, non-employees and directors is based on the closing market price of the Company’s shares, on the date these were granted (Note 17).

This valuation approach involves the use of estimates, judgments and assumptions that are subjective, such as those regarding the probability of future events. Changes in these estimates and assumptions impact the Company’s valuation as of the valuation date and may have a material impact on the valuation of the Company’s common shares. Changes in these assumptions used to determine the fair value of incentive stock options, including the vesting timeline of granted stock options, could have a material impact on the Company’s loss and comprehensive loss.

Valuation of Warrants Liability

iii.Valuation of Warrants

The Company re-measures the fair value of the Private Warrants at the end of each reporting period (Note 15). The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model whereby the expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $18.00 over 20 trading days within any 30-day period, and the historical volatility of the common share price.

During the year the Company issued Class A warrants and Class B warrants (Note 15). The warrants were valued using a Monte Carlo simulation by running 250,000 trials. The model assumed that the Company’s share price follows geometric Brownian motion which is a standard assumption used in Monte Carlo univariate pricing models. The valuation was calculated under a risk-neutral framework using a zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve for a term until the expiry of the Warrants. The Company’s share price was simulated up to the expiration date using a blended volatility, calculated by assigning equal weights to both implied volatility of the Company’s Public Warrants and the historical volatility of the Company’s share price.

Valuation of Royalty Liability

iv.Valuation of Royalty Liability

The Company re-measures the fair value of its royalty liability at each reporting date (Note 9). As NORI is in an advanced exploration stage and pre-production, the fair value of the royalty liability is measured by 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 compares the specific characteristics of these transactions to estimate the fair value of its royalty liability at the reporting date.

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2024

Financial Instruments

Schedule of categories of financial instruments


	December 31, 2024		December 31, 2023
Financial assets
Amortized cost
Cash	$	3,480	$	6,842
Taxes and other receivables (Note 6)		249		467
	$	3,729	$	7,309

Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	42,754	$	31,334
Short-term debt		11,775		—
Fair value through profit or loss		—		—
Royalty liability		14,000		14,000
Warrants liability		912		1,969
	$	69,441	$	47,303

Basis of Presentation - Non controlling interest (Details)	Dec. 31, 2024
DeepGreen Engineering Pte. Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen Metals ULC
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
The Metals Company USA, LLC
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 1 Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 2 Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Singapore Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Koloa Moana Resources Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Nauru Ocean Resources Inc.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Offshore Minerals Pty. Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
The Metals Company Australia Pty Ltd
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
TMC The Metals Company UK Limited
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Tonga Off shore Mining Limited
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Seafloor Mineral Ventures
Basis of Presentation
Proportion of Interest Held by the Company	100.00%

Segmented Information

12 Months Ended

Dec. 31, 2024

Segmented Information

Segmented Information

23.Segmented Information

The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules. Details on the geographical segmentation of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:


Equipment	December 31, 2024		December 31, 2023
Nauru	$	771	$	1,128
Tonga		—		5
Total	$	771	$	1,133


	December 31,		December 31,
Software	2024		2023
Singapore		1,928		1,643
Total	$	1,928	$	1,643

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Loss per Share

12 Months Ended

Dec. 31, 2024

Loss per Share

Loss per Share

18.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 year. 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 year presented as the inclusion of all common share equivalents would have been anti-dilutive.

Anti-dilutive equivalent common shares were as follows:


	For the year ended	For the year ended
	December 31,	December 31,
	2024	2023
Outstanding options to purchase common shares	27,885,450	24,858,162
Outstanding RSUs	34,312,655	12,484,880
Outstanding shares under ESPP	1,882	8,802
Outstanding warrants	38,180,770	28,480,770
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	236,620,721	202,072,578

Income Taxes - Non-capital loss (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
Loss carry-forwards	$ 100,995	$ 89,333
Canada
Income Taxes
Loss carry-forwards	37,884
Singapore
Income Taxes
Loss carry-forwards	20,361
United States
Income Taxes
Loss carry-forwards	185
Tonga
Income Taxes
Loss carry-forwards	42,566
2035 \| United States
Income Taxes
Loss carry-forwards	2
2041 \| Canada
Income Taxes
Loss carry-forwards	3,183
2042 \| Canada
Income Taxes
Loss carry-forwards	12,599
2042 \| United States
Income Taxes
Loss carry-forwards	1
2043 \| Canada
Income Taxes
Loss carry-forwards	11,324
2043 \| United States
Income Taxes
Loss carry-forwards	3
2044 \| Canada
Income Taxes
Loss carry-forwards	10,778
2044 \| United States
Income Taxes
Loss carry-forwards	179
No expiry \| Singapore
Income Taxes
Loss carry-forwards	20,361
No expiry \| Tonga
Income Taxes
Loss carry-forwards	$ 42,566

Investment in Low Carbon Royalties (Details) - USD ($) $ in Thousands, shares in Millions			12 Months Ended
	Mar. 21, 2023	Feb. 21, 2023	Dec. 31, 2024	Dec. 31, 2023
Strategic Partnerships
Percentage of contribution to gross royalty		2.00%
Percentage of common stock shares received		35.00%
Royalty expense		$ 5,000
Conversion of restricted share units (in shares)		5
Investment	$ 9,000		$ 8,203	$ 8,429
Equity-accounted investment loss			226	571
Royalty liability			14,000	14,000
Minimum
Strategic Partnerships
Decrease in percentage of gross royalty	32.00%
Maximum
Strategic Partnerships
Decrease in percentage of gross royalty	35.00%
TOML Acquisition.
Strategic Partnerships
Royalty liability			14,000
Low carbon royalties
Strategic Partnerships
Equity-accounted investment loss			$ 200	$ 600

Consolidated Balance Sheets (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Consolidated Balance Sheets
Common shares, authorized	Unlimited	Unlimited
Common shares, par value	$ 0	$ 0
Common shares, issued	340,708,460	306,558,710

Share-Based Compensation (Details) - USD ($)				12 Months Ended
Share-Based Compensation (Details) - USD ($)	Apr. 09, 2024	Aug. 14, 2023	Mar. 04, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Shares issued (in shares)		4,150,000
Exercise of incentive stock options				$ 463,000	$ 77,000
Reversed expense				$ 600,000	0
Intrinsic value					$ 5,425,000	$ 1,582,000
Options Exercisable				14,300,575
Common Shares
Share-Based Compensation
Shares issued (in shares)		4,150,000			15,000,000
Exercise of stock options (Note 17) (in shares)				715,772	120,000
Exercise of incentive stock options				$ 1,891,000	$ 144,000
Sharebased Payment Arrangement Tranche One Member
Share-Based Compensation
Market Capitalizations				3,000,000,000
Sharebased Payment Arrangement Tranche Two Member
Share-Based Compensation
Market Capitalizations				$ 6,000,000,000
Short-Term Incentive Plan
Share-Based Compensation
Granted				0	0
Share based compensation expense				$ 0
Total grant date fair value of options vested				$ 1,000,000
Long-term Incentive Plan
Share-Based Compensation
Stock options forfeited				139,048
Number of stock options outstanding (in shares)				9,644,875
Granted			9,783,922	0	0
Share based compensation expense				$ 23,000,000
Intrinsic value of stock option				700,000
Intrinsic value				$ 4,500,000
Number of stock options exercise price (in Dollars per share)			$ 0.65
Options Exercisable				0
Long-term Incentive Plan \| Sharebased Payment Arrangement Tranche One Member
Share-Based Compensation
Dividend rate percentage				25.00%
Market Capitalizations				$ 3,000,000,000
Derived Service Periods				3 months 29 days
Long-term Incentive Plan \| Sharebased Payment Arrangement Tranche Two Member
Share-Based Compensation
Dividend rate percentage				35.00%
Market Capitalizations				$ 6,000,000,000
Derived Per Share				$ 5.42
Derived Service Periods				1 year 4 months 28 days
Long-term Incentive Plan \| Sharebased Payment Arrangement Tranche Three Member
Share-Based Compensation
Dividend rate percentage				20.00%
Long-term Incentive Plan \| Sharebased Payment Arrangement Tranche Four Member
Share-Based Compensation
Dividend rate percentage				20.00%
Long-term Incentive Plan \| Vesting based on market conditions
Share-Based Compensation
Derived Per Share				$ 5.59
Restricted stock units
Share-Based Compensation
Share based compensation expense				$ 19,500,000	$ 8,600,000
Expected period for recognition Tranche 2				1 year 2 months 26 days
Total unrecognized share-based compensation expense				$ 20,500,000	6,900,000
Restricted stock units \| General and administration expenses
Share-Based Compensation
Share based compensation expense				8,800,000	3,800,000
Restricted stock units \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense				10,700,000	4,800,000
Short-Term Incentive Plan
Share-Based Compensation
Share based compensation expense				47,000	500,000
Short-Term Incentive Plan \| General and administration expenses
Share-Based Compensation
Share based compensation expense				33,000	300,000
Short-Term Incentive Plan \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense				$ 14,000	$ 200,000
2021 Incentive Equity Plan
Share-Based Compensation
Aggregate number of common shares reserved for issuance under the plan				37,870,371
Number of additional shares added				12,262,348
Stock options forfeited				0
Exercise of stock options (Note 17) (in shares)				0
Share-based compensation expense				$ 4,000,000
Number of stock options outstanding (in shares)				3,940,000	0
Share based compensation expiration period	7 years
Total fair value of units granted	$ 1.36
Intrinsic value				$ 0
Expected period for recognition Tranche 2				2 years
Common Shares issued and outstanding percentage				4.00%
2021 Incentive Equity Plan \| Common Shares
Share-Based Compensation
Shares issued (in shares)				56,634,518
2021 Incentive Equity Plan \| General and administration expenses
Share-Based Compensation
Share based compensation expense				$ 1,300,000
2021 Incentive Equity Plan \| Non-employee
Share-Based Compensation
Service term per the agreement	5 years
Granted				3,440,000
Number of stock options exercise price (in Dollars per share)	$ 1.71
2021 Incentive Equity Plan \| Non-employee directors
Share-Based Compensation
Stock option number of shares outstanding (in shares)				2,243,853
2021 Incentive Equity Plan \| Consultant
Share-Based Compensation
Service term per the agreement	5 years
Granted	500,000

Strategic Alliance with Allseas and Affiliates

12 Months Ended

Dec. 31, 2024

Strategic Alliance with Allseas and Affiliates

Strategic Alliance with Allseas and Affiliates

8.	Strategic Alliance with Allseas and Affiliates

Development of Project Zero Offshore Nodule Collection System

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. During the year ended December 31, 2024, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $11.9 million, as part of the development of the commercial nodule collection system: these costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 10) (2023: $12.1 million).

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. In consideration of the exclusivity term, the Company, on August 14, 2023, issued 4.15 million common shares to Allseas. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

The Company recorded a lease liability and right-of-use asset of $6.5 million, which represents the fair value of 4.15 million common shares issued to Allseas on August 14, 2023, as consideration, and equal to the present value of the lease payments. As the entire lease liability was settled within 14 days of the commencement of the lease, the discount rate for calculating the present value of lease payments was determined to be insignificant.

For the year ended December 31, 2024, the Company has recognized $1.9 million as lease expense recorded as exploration and evaluation expense (December 31, 2023: $0.8 million).

As at December 31, 2024, the net amount of the lease liability was $nil and right-of-use asset is as follows:


	Lease Liability
Balance as at August 1, 2023	$	6,515
Payments made on August 14, 2023, by issuing 4.15 million common shares		6,515
Balance as at December 31, 2023 and 2024	$	—


	Right-of-use Asset
Balance as on August 1, 2023	$	6,515
Lease expense during the year		794
Balance as at December 31, 2023	$	5,721
Lease expense during the year		1,907
Balance as at December 31, 2024	$	3,814

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 22, 2024, the Company entered into the Second Amendment to the Unsecured Credit Facility with the Lender, to extend the 2023 Credit Facility to August 31, 2025 and to provide that the underutilization fee thereunder shall cease to be payable after the date on which the Company or the Lender gives notice of termination of the agreement. Under the amended 2023 Credit Facility, the Company may borrow from the Lender up to $25 million in the aggregate through August 31, 2025. On August 16, 2024, the Company entered into the Third Amendment to the 2023 Credit Facility, to increase the borrowing limit of the 2023 Credit Facility to $27.5 million. On November 14, 2024, as a result of the 2024 Registered Direct Offering (Note 13) the borrowing limit of the 2023 Credit Facility was returned to $25 million.

During the year ended December 31, 2024, the Company has not drawn any amount from the 2023 Credit Facility and has incurred $1 million as underutilization fees (December 31, 2023: $0.8 million).

On May 27, 2024, the Company entered into a short-term loan agreement with the Lender. In accordance with the agreement, the Lender provided a short-term loan to the Company amounting to $2 million (the “Short-Term Loan”) on May 30, 2024. The Short-Term Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum. On the maturity date, Company repaid the entire Loan of $2 million and the accrued interest amounting to $46 thousand., which was recorded as interest expense.

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 $5 million (the “Working Capital Loan”) on September 10, 2024, 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 October 18, 2024, the Company entered into the First Amendment to the Working Capital Loan Agreement with Allseas Investments, resulting in a further draw of $2.5 million by the Company and a total Working Capital Loan drawn amount of $7.5 million. On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments and Argentum Cedit Virtuti GCV, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest now repayable on that date. Additionally, under the same Letter Agreement, the Company and Argentum Cedit Virtuti GCV agreed to cancel the unsecured credit facility established under the 2023 Facility Agreement with no outstanding amounts remaining, other than the Company’s obligation to pay Argentum the Underutilization Fee. During the year ended December 31, 2024, the Company incurred $0.2 million as interest expense.

As at December 31, 2024, the total amount payable to Allseas and its affiliates was $33.3 million, with $7.5 million of this amount recorded as short-term debt and the remaining balance recorded in accrued liabilities in the Consolidated Balance Sheet (Note 12) (December 31, 2023: $13.8 million, recorded as accrued liabilities). As at December 31, 2024, Allseas and its affiliates owned 53.8 million TMC common shares (2023: 53.8 million TMC common shares) which constituted 15.8% (December 31, 2023: 17.6%) of total common shares outstanding.

General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
General and Administrative Expenses	$ 30,644	$ 22,540
Restricted stock units
Professional and consulting fees including equity (RSU) settled expenses	1,200	400
Professional and consulting fees
General and Administrative Expenses	8,532	6,584
Investor relations
General and Administrative Expenses	1,547	1,547
Office and sundry
General and Administrative Expenses	3,047	3,503
Salaries and wages
General and Administrative Expenses	5,813	4,995
Director fees
General and Administrative Expenses	814	774
Share-based compensation
General and Administrative Expenses	9,793	4,122
Transfer agent and filing fees
General and Administrative Expenses	321	363
Travel expenses
General and Administrative Expenses	494	609
Other expenses
General and Administrative Expenses	$ 283	$ 43

Financial Instruments

12 Months Ended

Dec. 31, 2024

Financial Instruments

Financial Instruments

19.

Financial Instruments

Categories of Financial Instruments


	December 31, 2024		December 31, 2023
Financial assets
Amortized cost
Cash	$	3,480	$	6,842
Taxes and other receivables (Note 6)		249		467
	$	3,729	$	7,309

Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	42,754	$	31,334
Short-term debt		11,775		—
Fair value through profit or loss		—		—
Royalty liability		14,000		14,000
Warrants liability		912		1,969
	$	69,441	$	47,303

Common Shares (Tables)

12 Months Ended

Dec. 31, 2024

Common Shares

Schedule of authorized and issued & outstanding common shares and special shares

As at December 31, 2024, the authorized, issued and outstanding common shares and Special Shares of the Company are as follows:


		Issued and
	Authorized	Outstanding
Common shares	Unlimited, with no par value	340,708,460
Class A Special Shares	5,000,000, with no par value	4,448,259
Class B Special Shares	10,000,000, with no par value	8,896,399
Class C Special Shares	10,000,000, with no par value	8,896,399
Class D Special Shares	20,000,000, with no par value	17,792,922
Class E Special Shares	20,000,000, with no par value	17,792,922
Class F Special Shares	20,000,000, with no par value	17,792,922
Class G Special Shares	25,000,000, with no par value	22,241,179
Class H Special Shares	25,000,000, with no par value	22,241,179
Class I Special Shares	500,000, with no par value	500,000
Class J Special Shares	741,000, with no par value	741,000

Summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued

Special Share Class	A	B	C	D	E	F	G	H	I	J
Share Trigger price ($)	15	25	35	50	75	100	150	200	50	12
Special Shares (million)	5	10	10	20	20	20	25	25	0.5	0.7

Schedule of common shares


Common shares	Number	Amount
December 31, 2022	266,812,131	$	332,882
Issuance of shares under 2023 Registered Direct Offering (Note 13)	7,961,540		11,420
Exercise of warrant by Allseas	11,578,620		70,016
Shares issued to Allseas	15,000,000		15,910
Exercise of stock options (Note 17)	120,000		144
Conversion of restricted share units (Note 17)	4,912,747		7,720
Share purchase under Employee Stock Purchase Plan (Note 17)	173,672		147
December 31, 2023	306,558,710	$	438,239
Issuance of shares under 2023 Registered Direct Offering (Note 13)	4,500,000		7,447
Issuance of shares under 2024 Registered Direct Offering (Note 13)	14,900,000		9,743
Shares issued as per At-the Market Equity Distribution Agreement (Note 14)	3,251,588		4,866
Conversion of restricted share units (Note 17)	10,734,581		14,954
Exercise of stock options (Note 17)	715,772		1,891
Share purchase under Employee Stock Purchase Plan (Note 17)	47,809		77
December 31, 2024	340,708,460	$	477,217

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating activities
Loss for the year	$ (81,943)	$ (73,781)
Items not affecting cash:
Amortization	362	360
Lease Expense	1,907	795
Accrued interest on credit facilities	416
Share-based compensation and expenses settled with equity	25,313	12,360
Equity-accounted investment loss	226	571
Change in fair value of warrants liability	(1,057)	986
Loss on termination of contract	199
Unrealized foreign exchange	(1,222)	(51)
Interest paid on Short-Term Debt	(73)
Changes in working capital:
Receivables and prepayments	127	748
Accounts payable and accrued liabilities	12,277	(1,561)
Net cash used in operating activities	(43,468)	(59,573)
Investing activities
Acquisition of equipment and software	(515)	(578)
Net cash used in investing activities	(515)	(578)
Financing activities
Proceeds from registered direct offering	23,900	15,923
Expenses paid for registered direct offering	(357)	(1,182)
Proceeds from Shares issued from ATM	4,866	30
Proceeds from drawdown of Credit Facilities	4,275
Proceeds from Drawdown of Allseas Short-Term Debt	2,000
Repayment of Allseas Short-Term Debt	(2,000)
Proceeds from drawdown of Allseas Working Capital Loan Agreement	7,500
Proceeds from Low Carbon Royalties Investment		5,000
Proceeds from employee stock plans	39	102
Proceeds from exercise of stock options	463	77
Proceeds from exercise of warrants by Allseas		116
Net cash provided by financing activities	40,686	20,066
Decrease in cash	(3,297)	(40,085)
Impact of exchange rate changes on cash	(65)	51
Cash - beginning of year	6,842	46,876
Cash - end of year	$ 3,480	$ 6,842

Investment in Low Carbon Royalties

12 Months Ended

Dec. 31, 2024

Investment in Low Carbon Royalties

Investment in Low Carbon Royalties

9.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”). 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 35.0% of the common shares issued by Low Carbon Royalties and $5 million in cash, as of the Closing Date. On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America. The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32% from 35%. 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.

As a condition of closing the Royalty Agreement, the parties entered into an agreement with Low Carbon Royalties to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”). As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of Low Carbon Royalties all of which would be issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date Low Carbon Royalties becomes a publicly listed entity.

Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $9 million as investment in Low Carbon Royalties on the Closing Date. For the year ended December 31, 2024, the Company’s share of the net loss generated by the Low Carbon Royalties was $ 0.2 million (2023: 0.6 million).


	Investment
Fair value of NORI Royalty	$	14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year ended 2023		(571)
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the year ended 2024		(226)
Investment as at December 31, 2024	$	8,203

The NORI Royalty 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 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 compares the specific characteristics of these transactions to estimate the fair value. The fair value of the royalty liability as at December 31, 2024 remained unchanged at $14 million.

Financial results of Low Carbon Royalties as at and for the years ended December 31, 2024 and 2023 are summarized below:


	As at		As at
	December 31,		December 31,
	2024		2023
Current Assets	$	1,660		1,091
Non-Current Assets		25,277		26,315
Current Liabilities		—		131

	Year ended
	December 31,		December 31,
	2024		2023
Royalty Income	$	1,459		399
Total Revenue		1,515		480
Comprehensive Loss for the Year	$	(689)		(1,747)

Financial Instruments - Schedule of categories of financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Amortized cost
Cash	$ 3,480	$ 6,842
Taxes and other receivables	249	467
Financial assets	3,729	7,309
Amortized cost
Accounts payable and accrued liabilities	42,754	31,334
Short-term debt	11,775
Royalty liability	14,000	14,000
Warrants liability	912	1,969
Financial liabilities	$ 69,441	$ 47,303

Share-Based Compensation - Fair value of each tranche and the derived service period (Details) - $ / shares	Apr. 16, 2024	Nov. 14, 2024
Share-Based Compensation
Common shares issued price		$ 1
Signing RSU's
Share-Based Compensation
Common shares issued price	$ 1.72
Signing RSU's \| Vesting in thirds on each anniversary of the grant date \| Chief Executive Officer and Chairman
Share-Based Compensation
Fair value per RSU	$ 1.07
Derived Service Period	1 year 6 months 29 days
Signing RSU's \| Vesting in fourths on each anniversary of the grant date \| Chief Executive Officer and Chairman
Share-Based Compensation
Fair value per RSU	$ 1.04
Derived Service Period	1 year 10 months 13 days
Signing RSU's \| Sharebased Payment Arrangement Tranche Three Member \| Chief Executive Officer and Chairman
Share-Based Compensation
Fair value per RSU	$ 1
Derived Service Period	2 years 1 month 6 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

Significant Accounting Policies

Summary of major categories of equipment are amortized on a declining balance


Exploration and other equipment	30	%
Office equipment	30	%

Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
Canadian federal and provincial income tax rates	26.72%	26.68%

Segmented Information (Details) $ in Thousands	12 Months Ended
Segmented Information (Details) $ in Thousands	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)
Segmented Information
Number of operating segment \| segment	1
Equipment	$ 771	$ 1,133
Software	1,928	1,643
Nauru
Segmented Information
Equipment	771	1,128
Tonga
Segmented Information
Equipment		5
Singapore
Segmented Information
Software	$ 1,928	$ 1,643

Financing Activity - Registered direct offering (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Feb. 06, 2025	Nov. 27, 2024	Nov. 26, 2024	Nov. 14, 2024	Nov. 13, 2024	Jan. 31, 2024	Jan. 30, 2024	Aug. 14, 2023
Financing Activity
Proceeds from registered direct offering	$ 23,900	$ 15,923
Expenses paid for Registered Direct Offering	357	$ 1,182
Subsequent event
Financing Activity
Remaining committed fund			$ 5,000
Class A Warrant
Financing Activity
Exercise price of warrants						$ 2	$ 3
Class B Warrants \| Subsequent event
Financing Activity
Number of shares agreed to sell and issue			2,500,000
Common Shares \| Subsequent event
Financing Activity
Number of shares agreed to sell and issue			5,000,000
2023 Registered Direct Offering
Financing Activity
Exercise price of warrants								$ 3
Remaining committed fund	23,600								$ 9,000
Proceeds from registered direct offering	24,900
Expenses paid for Registered Direct Offering	1,300
Net proceeds from Registered Direct Offering	23,600
2023 Registered Direct Offering \| Class A Warrant
Financing Activity
Number of shares agreed to sell and issue									2,250,000
Share price										$ 2
Exercise price of warrants										$ 3
Remaining committed fund	4,700
2023 Registered Direct Offering \| Common Shares
Financing Activity
Number of shares agreed to sell and issue									4,500,000	12,461,540
Remaining committed fund	18,900
2023 Registered Direct Offering \| Common Shares \| Class A Warrant
Financing Activity
Number of shares agreed to sell and issue										6,230,770
2024 Registered Direct Offering
Financing Activity
Remaining committed fund	14,200
Proceeds from registered direct offering	14,900
Expenses paid for Registered Direct Offering	700
Net proceeds from Registered Direct Offering	$ 14,200
2024 Registered Direct Offering \| Class B Warrants
Financing Activity
Share price						1
Exercise price of warrants	$ 2					$ 2
Remaining committed fund	$ 4,500
2024 Registered Direct Offering \| Common Shares
Financing Activity
Number of shares agreed to sell and issue	14,900,000			19,900,000	2,400,000	17,500,000
Remaining committed fund	$ 9,700
2024 Registered Direct Offering \| Common Shares \| Class B Warrants
Financing Activity
Number of shares agreed to sell and issue	7,450,000			9,950,000	1,200,000	8,750,000

Fair Value Accounting

12 Months Ended

Dec. 31, 2024

Fair Value Accounting

Fair Value Accounting

22. Fair Value Accounting

The following tables set forth the Company’s assets and liabilities measured at fair value (Note 3):

Fair Value at December 31, 2024

Total

Level 1

Level 2

Level 3

Assets:

Cash

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

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

—

Short-term debt

11,775

—

11,775

—

Deferred tax liability

10,675

—

10,675

—

Royalty liability

14,000

—

14,000

Warrants liability

912

—

912

80,116

—

65,204

14,912


	Fair Value at December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash	$	6,842	$	6,842	$	—	$	—
Receivables and prepayments		1,978		—		1,978		—
Exploration contracts		43,150		—		—		43,150
Right of use asset		5,721		—		—		5,721
Equipment		1,133		—		—		1,133
Software		1,643		—		—		1,643
Investment		8,429		—		—		8,429
	$	68,896	$	6,842	$	1,978	$	60,076

Liabilities:
Accounts payable and accrued liabilities	$	31,334	$	—	$	31,334	$	—
Deferred tax liability		10,675		—		10,675		—
Royalty liability		14,000		—		—		14,000
Warrants liability		1,969		—		—		1,969
	$	57,978	$	—	$	42,009	$	15,969

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

Significant Accounting Estimates and Judgements (Details)	12 Months Ended
	Dec. 31, 2024 D item $ / shares
Significant Accounting Estimates and Judgements
Issue price per share \| $ / shares	$ 18
Trading days for redemption of public warrants	20
Consecutive trading days for redemption of public warrants	30
Number of trials for warrants valuation \| item	250,000

Common Shares (Details) - Common Stock	12 Months Ended
Common Shares (Details) - Common Stock	Dec. 31, 2024 D Vote
Class of Stock
Common Stock, Number Of Votes Per Share \| Vote	1
Threshold trading days within any thirty trading day period for automatic conversion of special shares	20
Threshold consecutive trading day period for automatic conversion of special shares	30

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Accounts Payable	$ 6,198	$ 2,442
Accrued Liabilities	36,556	28,892
Accounts Payable and Accrued Liabilities	42,754	31,334
Allseas
Accounts Payable and Accrued Liabilities
Accrued Liabilities	$ 25,800	$ 13,800

Loss per Share (Tables)

12 Months Ended

Dec. 31, 2024

Loss per Share

Schedule of anti-dilutive common equivalent shares


	For the year ended	For the year ended
	December 31,	December 31,
	2024	2023
Outstanding options to purchase common shares	27,885,450	24,858,162
Outstanding RSUs	34,312,655	12,484,880
Outstanding shares under ESPP	1,882	8,802
Outstanding warrants	38,180,770	28,480,770
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	236,620,721	202,072,578

Share-Based Compensations - Stock options in the Company's STIP (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation
Options Outstanding, beginning balance	15,074,240	15,356,340
Weighted average exercise price, beginning balance (in Dollars per share)	$ 1.41	$ 1.4
Weighted average contractual life (years)		4 years 2 months 4 days	5 years 1 month 9 days
Expired	(57,893)	(162,100)
Weighted average exercise price, Expired (in Dollars per share)	$ 2.6	$ 0.87
Options Outstanding, Exercised	(715,772)	(120,000)
Weighted average exercise price, Exercised (in Dollars per share)	$ 0.65	$ 0.65
Options Outstanding, ending balance		15,074,240	15,356,340
Weighted average exercise price, ending balance (in Dollars per share)		$ 1.41	$ 1.4
Aggregate Intrinsic value of stock options, ending balance (in Dollars)		$ 5,425	$ 1,582
Options Outstanding, Vested and exercisable	14,300,575
Weighted average exercise price, Vested and exercisable (in Dollars per share)	$ 1.45
Aggregate Intrinsic value of stock options, Vested and exercisable (in Dollars)	$ 5,321
Weighted average contractual life (years), Vested and exercisable	3 years 3 months

General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2024

General and Administrative Expenses

Schedule of General and Administrative Expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2024		2023
Professional and consulting fees⁽¹⁾	$	8,532	$	6,584
Investor relations		1,547		1,547
Office and sundry		3,047		3,503
Salaries and wages		5,813		4,995
Director fees		814		774
Share-based compensation		9,793		4,122
Transfer agent and filing fees		321		363
Travel expenses		494		609
Other expenses		283		43
General and Administrative Expenses	$	30,644	$	22,540

⁽¹⁾Professional and consulting fees include $1.2 million of expenses settled with RSUs in 2024 (2023: $0.4 million).

Warrants (Tables)

12 Months Ended

Dec. 31, 2024

Class of Warrant or Right

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrants liability as at December 31, 2023	$	1,969
Decrease in fair value of warrants liability		1,057
Warrants liability as at December 31, 2024	$	912

Private Warrants

Class of Warrant or Right

Schedule of fair value measurement input


	December 31, 2024			December 31, 2023
Exercise price	$	11.50		$	11.50
Share price	$	1.12		$	1.10
Volatility		108.97	%		105.34	%
Term		1.69	years		2.69	years
Risk-free rate		4.14	%		3.98	%
Dividend yield		0.0	%		0.0	%

Class A Warrants

Class of Warrant or Right

Schedule of fair value measurement input


	January 31,
	2024
Exercise price	$	3.00
Share price	$	1.31
Call price threshold	$	6.50
Volatility		105.08	%
Term (years)		3.92
Risk-free rate		3.89	%
Dividend yield		0.0	%


	November 14,
	2024
Share price	$	0.96
Call price threshold	$	6.50
Volatility		106.81	%
Term (years)		3.13
Risk-free rate		4.21	%
Dividend yield		0.0	%

Class B Warrants

Class of Warrant or Right

Schedule of fair value measurement input


	November 14,
	2024
Exercise price	$	2.00
Share price	$	0.96
Call price threshold	$	5.00
Volatility		109.38	%
Term (years)		5.00
Risk-free rate		4.23	%
Dividend yield		0.0	%

Share-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Compensation

Share-Based Compensation

17.Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “ Incentive Plan”) provides that the aggregate number of common shares reserved for future issuance under the Incentive Plan. As of December 31, 2024, there were a total of 56,634,518 common shares reserved for issuance under the Incentive Plan out of which 37,870,371 common shares remained available for future issuances. These amounts include 12,262,348 shares added to the Incentive Plan in January 2024 pursuant to the Incentive Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. 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”).

Stock options

Outstanding under the Incentive Plan.

On April 9, 2024, the Company entered into a consulting agreement with Mr. Jurvetson, a director of the Company. As per the agreement, Mr. Jurvetson would serve as a special advisor to the Company’s Chief Executive Officer for a term of five years. As the sole compensation for his advisory services, Mr. Jurvetson was granted stock options to purchase 3,440,000 of the Company’s common shares, with an exercise price equal to $1.71, under the Incentive Plan. The options vest in thirds on each anniversary of the grant date of the options provided that Mr. Jurvetson is still providing services to the Company at such time and expire on April 9, 2031.

On April 9, 2024, the Company also granted stock options to purchase 500,000 shares to a consultant in exchange for advisory services over a 5-year period ending April 9, 2029.

The Company determined the fair value of the options to be $1.36 per unit using the Black-Scholes valuation method. The fair value was estimated using the following assumptions:


	April 9,
	2024
Exercise price	$	1.71
Share price	$	1.71
Volatility		114.32	%
Term⁽¹⁾		4.5 years
Risk-free rate		4.29	%
Dividend yield		0.0	%

(1)

As these were the first options granted under the Incentive Plan, the expected term was estimated using the simplified method which is calculated as the average of the time to vest for each tranche from the grant date and the 7-year contractual term.

During the year, the Company recognized $1.3 million of share-based compensation expense related to the amortization of stock options, reported under general and administrative expenses in the statement of loss and comprehensive loss.

There were no forfeitures and exercises during the year and as at December 31, 2024, there were 3,940,000 options outstanding under the Company’s 2021 Incentive Plan (2023: Nil). The intrinsic value of the outstanding stock options was $ nil and was calculated by considering the closing market price of the Company’s common shares as the fair value of the Company’s common share.

The total unrecognized share-based compensation expense of $4 million is expected to be recognized over a period of approximately two years.

Outstanding under the Company’s 2018 Plan.

No new stock options were granted by the Company as STIPs or LTIPs under the 2018 Plan during 2024 and 2023.

Outstanding STIPs under the 2018 plan:

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


		Weighted		Aggregate		Weighted
		average		intrinsic		average
	Number of	exercise		value of		contractual
	Options	price per		stock		life
	Outstanding	option		options		(years)
Outstanding – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Expired	(162,100)		0.87		—	—
Exercised	(120,000)		0.65		—	—
Outstanding – December 31, 2023	15,074,240	$	1.41	$	5,425	4.18
Exercised	(715,772)		0.65		—	—
Expired	(57,893)		2.60		—	—
Outstanding – December 31, 2024 Vested and exercisable	14,300,575	$	1.45	$	5,321	3.25

A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2024 is as follows:


			Weighted average	Number of Options
			life to expiry	Outstanding and
Expiry Date	Exercise price		(years)	Exercisable
December 31, 2025	$	0.65	1.00	11,578
January 27, 2026	$	0.52 - $2.59	1.07	590,509
February 2, 2026	$	0.65	1.09	57,893
February 17, 2026	$	0.22 - $0.52	1.13	431,493
June 1, 2028	$	0.65 - $8.64	3.42	12,514,385
June 30, 2028	$	2.59	3.50	694,717
				14,300,575

The total grant date fair value of STIP stock options that vested during the year ended December 31, 2024, was $1 million. As at December 31, 2024, all the options are vested and the total unrecognized share-based compensation expense was $nil.

As at December 31, 2024, the closing market price of the Company’s common shares is considered to be the fair value of the Company’s common share to determine the intrinsic value of outstanding stock options.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2024, was $0.7 million.

During the year, the Company recognized $47 thousand of share-based compensation expense for STIP stock options in the statement of loss and comprehensive loss (2023: $0.5 million) out of which share-based compensation expense related to exploration and evaluation activities amounted to $14 thousand (2023 - $0.2 million) and the share-based compensation expense recognized related to general and administrative matters amounted to $33 thousand (2023 - $0.3 million).

Outstanding LTIPs under the 2018 plan:

On March 4, 2021, the Company granted 9,783,922 stock options as LTIP. These stock options have an exercise price of $0.65 per option and expire on June 1, 2028.

The LTIP awards vest as follows:

(1)

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

(2)

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

(3)

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

(4)

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

Tranche 1 and Tranche 2 vest based on the Company’s market capitalization of $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $5.59 per share and $5.42 per share and derived service periods of 0.33 years and 1.41 years, respectively. The Company expensed these awards ratably over the remaining service period.

Tranche 3 and Tranche 4 of the LTIP stock options vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved. As at December 31, 2024, no compensation expense related to the performance-based

awards was recorded as the awarding of an ISA contract is outside the control of the Company. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when determined to be probable.

The aggregate intrinsic value of LTIP stock options as at December 31, 2024, was $4.5 million. An aggregate 139,048 LTIP stock options were forfeited during 2024 and as at December 31, 2024, none of the LTIP stock options were exercisable. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at December 31, 2024, an aggregate of 9,644,875 LTIP stock options were outstanding.

As at December 31, 2024, total unrecognized share-based compensation expense for the LTIP stock options was $23 million.

In 2024, the Company reversed $0.6 million of previously recognized share-based compensation expense to record the forfeiture of unvested LTIP stock options in the statement of loss and comprehensive loss (2023: $nil), evenly apportioned between exploration and evaluation expenses (Note 10) and general and administration expenses.

Restricted Share Units

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 the holder is providing service to the Company on such vesting date.

A summary of the RSU activity in 2024 is presented in the table below:


		Weighted
	Number of RSUs	average grant-
	Outstanding	date fair value
Outstanding – December 31, 2022	3,815,143	$	2.75
Granted	13,669,185		0.92
Forfeited	(86,700)		0.96
Exercised	(4,912,748)		1.57
Outstanding – December 31, 2023	12,484,880	$	1.23
Granted	33,079,041		1.18
Forfeited	(516,685)		1.45
Exercised	(10,734,581)		1.39
Outstanding – December 31, 2024	34,312,655	$	1.12

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


Vesting Period	2024	2023
Vesting Immediately ⁽¹⁾	4,538,922	3,561,078
Vesting fully on the first anniversary of the grant date ⁽²⁾	493,430	1,014,349
Vesting in thirds on each anniversary of the grant date ⁽³⁾	7,212,374	8,689,481
Vesting in fourths on each anniversary of the grant date	834,315	404,277
Vesting based on market conditions ⁽⁴⁾	20,000,000	—
Total Units Granted	33,079,041	13.669.185

(1)

Of the 4,538,922 RSUs granted during 2024 and vesting immediately, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $4.1 million, at a weighted average grant date fair value of $1.44 per RSU. In addition, the Company granted 662,399 RSUs, to consultants (2023: 274,912 RSUs) resulting in $1.1 million, charged as general and administrative expenses (2023: $0.3 million charged as general and administrative expenses). In 2024, the Company also granted 57,756 RSUs, to consultants as a prepayment for their services (2023: 43,478 units).

(2)

Of the 493,430 units granted during 2024, an aggregate amount of 476,189 RSUs (2023: 1,014,349 RSUs) were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2025 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $0.7 million (2023: $0.7 million). The remaining 17,241 units were granted to a director as annual fees for consulting services to be provided, which were fair valued at $25 thousand.

(3)

Of the 7,212,374 units granted during 2024, the Company granted 7,144,347 RSUs, as payment for the 2023 LTIP awards (2023: 8,645,465 RSUs were issued as payment for the 2022 LTIP awards). The remaining 68,027 units were granted to a non-employee director of the Company as an initial grant, as prescribed under the Company’s Non-employee Director Compensation Policy.

(4)

On April 16, 2024, the Company entered into a new employment agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman (the “Employment Agreement”) that replaced and superseded Mr. Barron’s existing employment agreement. Under the Employment Agreement, the Company granted Mr. Barron a one-time signing bonus award of market-based restricted stock units (the “Signing RSUs”) amounting to 20,000,000 of the Company’s common shares. The Signing RSUs will vest upon the common shares achieving the following closing prices per common share, based on the trailing 30-day average price (the “Closing Price”), on or prior to April 16, 2029 (maturity date), subject to Mr. Barron’s continued service with the Company on the applicable vesting date: one-third of the Signing RSUs vest on achievement of a Closing Price of $7.50, a further one-third vest on achievement of a Closing Price of $10.00 and the final one-third vest on achievement of a Closing Price of $12.50 (each subject to equitable adjustment for any stock splits, combinations, reclassifications, stock dividends and the like). Pursuant to the Employment Agreement, Mr. Barron has agreed not to sell any of the common shares issuable upon vesting of the Signing RSUs until after the fifth anniversary of entering into the Employment Agreement.

The Company determined the fair value of the options using the Monte-Carlo valuation method. The fair value of each tranche and the derived service period are as follows:


Tranche	Fair Value per RSU		Derived Service Period
Achievement of a Closing Price of $7.50	$	1.07	1.58 years from the grant date
Achievement of a Closing Price of $10	$	1.04	1.87 years from the grant date
Achievement of a Closing Price of $12.50	$	1.00	2.10 years from the grant date

The fair value of the Signing RSUs was estimated using the following assumptions:


	April 16, 2024
Share price	$	1.72
Performance period		April 16, 2024 – April 16, 2029
Volatility		113.83	%
Risk-free rate		4.57	%
Cost of Equity		19.56	%
Dividend yield		0.0	%

The grant date fair value of all RSUs, apart from the Signing RSUs, is equivalent to the closing share price of the Company’s common shares on the date of grant. The grant date fair value of the RSUs vesting based on market conditions was determined

using the Monte-Carlo valuation method. During the year, a total of $19.5 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (2023: $8.6 million) of which share-based compensation expense related to exploration and evaluation activities amounted to $10.7 million (2023 - $4.8 million) and share-based compensation expense related to general and administration matters amounted to $8.8 million (2023 - $3.8 million). As at December 31, 2024, total unrecognized share-based compensation expense for RSUs was $20.5 million (December 31, 2023 - $6.9 million) which is expected to be recognized over 1.24 years. The fair value of shares vested during the year ended December 31, 2024, amounted to $14.1 million (2023 - $8.3 million).

As at December 31, 2024, an aggregate of 128,642 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 of December 31, 2024, there were a total of 10,988,032 common shares reserved for issuance under the ESPP out of which 10,648,622 common shares remained available for future issuance under the ESPP. These amounts include 3,065,587 shares added to the ESPP in January 2024 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.

Participation in the ESPP is available to all full-time and certain part-time employees, subject to certain conditions. The ESPP comprises offering periods that are twenty-four (24) months in length, which begin on approximately every June 1 and December 1. Each offering period includes four purchase periods of six months each, which begin on approximately every June 1 and December 1, or at such other times designated by the board of directors or its compensation committee. At the exercise date, which is the last business day of each purchase period, the accumulated deductions from participating employees are used to purchase common shares of the Company. Shares are purchased at a price equal to 85% of the lower of either the share price of the Company’s common shares on the first business day of the particular offering period or the last business day of the purchase period. The ESPP also has an automatic reset feature wherein, if the share price of the common share on any exercise date is less than the share price of the common share on the first business day of the applicable offering period, then such offering period shall automatically terminate immediately after the purchase of the common shares. In such case, a new offering period shall commence on the first business day following the exercise date.

The ESPP includes the following limitations:

●

an employee’s contribution is limited to 15% of the employee’s annual gross earnings, not exceeding the $25,000 annual limit set under the Internal Revenue Code (IRC) established by the Internal Revenue Service (IRS).

●

an employee’s purchases in any offering period cannot exceed 15,000 common shares, and

●

an employee’s purchases are capped, not to exceed 5% of the Company’s total outstanding common shares.

During 2024, the Company issued 47,809 common shares (2023: 173,672 common shares) to its employees as part of its ESPP program. A total of $37 thousand was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2024, representing the share price purchase discount offered by the Company (2023: $47 thousand). From the amount charged in 2024, $19 thousand was recorded in exploration and evaluation expenses (2023: $26 thousand) and $18 thousand was recorded in general and administrative expenses (2023: $21 thousand).

Investment in Low Carbon Royalties - Company's share of the net loss generated by the Low Carbon Royalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Mar. 21, 2023
Investment in Low Carbon Royalties
Fair value of NORI Royalty		$ 14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year	$ (226)	(571)
Investment at the end of the period	$ 8,203	$ 8,429	$ 9,000

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Related Party Transactions

20.Related Party Transactions

One of the Company’s subsidiaries has a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the year ended December 31, 2024, totaled $75 thousand, (2023: $212 thousand), out of which a total of $53 thousand (2023: $170 thousand), is disclosed as exploration labor within exploration and evaluation expenses (Note 10) and $22 thousand is disclosed as general and administrative expenses (2023: $42 thousand). As at December 31, 2024, the amount payable to SSCS was $nil (December 31, 2023 - $17 thousand).

One of the Company’s directors, who was appointed at the Company’s annual general meeting held on May 31, 2024, is the Chairman of Stonehaven Campaigns Limited and Robertsbridge Consultants Limited, which provide the Company with consulting

services. From May 31, 2024, until December 31, 2024, Stonehaven Campaigns Limited and Robertsbridge Consultants Limited, provided consulting services amounting to $18 thousand and $26 thousand respectively, recorded in general and administrative expenses. As at December 31, 2024, the amount payable to both Stonehaven Campaigns Limited and Robertsbridge Consultants Limited was $nil.

On January 30, 2024, as part of the Registered Direct Offering (Note 13), the Company received the remaining committed funding of $9 million from ERAS Capital LLC, the investment fund of one of the Company’s directors.

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 Company has the right to pre-pay the entire amount outstanding under the 2024 Credit Facility at any time, before the 2024 Credit Facility’s maturity of September 22, 2025. The 2024 Credit Facility also contains customary events of default. The 2024 Credit Facility will terminate automatically if the Company or any of its subsidiaries raise at least $50 million in the aggregate (i) through the issuance of any of the Company’s or its subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement. 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). Under the terms of the First Amendment, the borrowing limit will return to $20 million in the aggregate ($10 million from each of the 2024 Lenders) upon certain financing events. 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.

During the year ended December 31, 2024, the Company has drawn $4.3 million from the 2024 Credit Facility and incurred $0.2 million as interest expense. During 2024, the Company incurred $1.1 million, as underutilization fees, which would be payable only in the event the 2024 Credit Facility is not drawn down at the time such fees are payable. During the year, the Company repaid interest amounting to $25 thousand, and underutilization fees amounting to $0.1 million to the 2024 Lenders. On January 31, 2025, the Company repaid the drawn amount and outstanding interest on the 2024 Credit Facility amounting to $1.8 million and $0.1 million, respectively.

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 8 and issued share-based grants to the Company’s directors which are detailed in Note 17.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Related Party Transactions (Details)					7 Months Ended	12 Months Ended
Related Party Transactions (Details)	Mar. 26, 2025 USD ($)	Jan. 31, 2025 USD ($)	Nov. 14, 2024 USD ($)	Mar. 22, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Feb. 06, 2025 USD ($)	Aug. 13, 2024 USD ($)	Jan. 30, 2024 USD ($)
Related Party Transactions
Credit facility will terminate, minimum amount raised				$ 50,000,000
Amount drawn from credit facility						$ 4,275,000
Underutilization fees						1,100,000
Subsequent event
Related Party Transactions
Remaining committed fund								$ 5,000,000
Related party
Related Party Transactions
Amount drawn from credit facility						4,300,000
Interest Expense						200,000
Underutilization fees						100,000
Interest repaid						25,000
Related party \| Subsequent event
Related Party Transactions
Underutilization fees		$ 1,800,000
Interest repaid		$ 100,000
Related party \| Line of credit \| ERAS Capital LLC
Related Party Transactions
Aggregate current borrowing amount									$ 12,500,000
SSCS Pte. Ltd \| Related party \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services						75,000	$ 212,000
Amounts payable							17,000
SSCS Pte. Ltd \| Related party \| General and administration expenses \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services						22,000	42,000
SSCS Pte. Ltd \| Related party \| Exploration and Evaluation \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services						$ 53,000	$ 170,000
Stonehaven Campaigns Limited \| Related party \| General and administration expenses
Related Party Transactions
Consulting services					$ 18,000
Robertsbridge Consultants Limited \| Related party \| General and administration expenses
Related Party Transactions
Consulting services					$ 26,000
Gerard Barron and ERAS Capital LLC \| Line of credit
Related Party Transactions
Aggregate borrowed amount			$ 38,000,000
Gerard Barron and ERAS Capital LLC \| Line of credit \| Subsequent event
Related Party Transactions
Aggregate borrowed amount	$ 44,000,000
Gerard Barron and ERAS Capital LLC \| Related party
Related Party Transactions
Aggregate borrowed amount				$ 20,000,000
Gerard Barron and ERAS Capital LLC \| Related party \| Line of credit
Related Party Transactions
Aggregate borrowed amount									25,000,000
Number of days average considered for basis spread				180
Interest rate				4.00%
Interest paid in kind at maturity				5.00%
Underutilization fee (in percentage)			6.50%	4.00%
Aggregate borrowed amount upon certain financing events									20,000,000
Credit Facility, expiration date			Dec. 31, 2025
Gerard Barron and ERAS Capital LLC \| Related party \| Line of credit \| Subsequent event
Related Party Transactions
Credit Facility, expiration date	Jun. 30, 2026
Gerard Barron \| Related party
Related Party Transactions
Aggregate borrowed amount				$ 10,000,000
Gerard Barron \| Related party \| Line of credit
Related Party Transactions
Aggregate borrowed amount			$ 19,000,000						12,500,000
Aggregate borrowed amount upon certain financing events									10,000,000
Gerard Barron \| Related party \| Line of credit \| Subsequent event
Related Party Transactions
Aggregate borrowed amount	$ 22,000,000
ERAS Capital LLC \| Related party
Related Party Transactions
Aggregate borrowed amount				$ 10,000,000
ERAS Capital LLC \| Related party \| Line of credit
Related Party Transactions
Aggregate borrowed amount			$ 19,000,000
Aggregate borrowed amount upon certain financing events									$ 10,000,000
Direct offering
Related Party Transactions
Remaining committed fund										$ 9,000,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes

Schedule of income tax expense at statutory rates for the Company reconciled to the reported loss for the year


	For the year ended			For the year ended
	December 31,			December 31,
	2024			2023⁽¹⁾
Loss for the year, before taxes	$	(81,895)		$	(73,740)
Canadian Federal and Provincial income tax rates		26.72	%		26.68	%
Income tax recovery based on the above rates	$	(21,882)		$	(19,674)
Permanent differences		2,502			1,556
Effect of differences in future and foreign tax rates		14,424			14,038
Valuation allowance changes affecting the provision of income taxes		5,004			4,121
Total income taxes	$	48		$	41

⁽¹⁾Comparative amounts for the year ended December 31, 2023 are restated based on actual tax returns filed.

Schedule of deferred income tax assets (liabilities)


	December 31, 2024		December 31, 2023
Deferred Tax Assets
Non-capital losses	$	24,270	$	21,195
Investments		111		384
Equipment		227		260
Share issuance costs		1,804		496
Total deferred income tax assets	$	26,412	$	22,335
Valuation allowance		(26,412)		(22,335)
Deferred tax asset recognized	$	—	$	—

Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract (Note 10)	$	(10,675)	$	(10,675)
Deferred tax liability recognized	$	(10,675)	$	(10,675)

Schedule of deductible temporary differences, unused tax losses and unused tax credits


	December 31, 2024		December 31, 2023		Expiry Date Range

Non-capital losses	$	100,995	$	89,333	See below
Investments	$	829	$	2,856	Not applicable
Equipment	$	841	$	962	Not applicable
Share issuance costs	$	3,649	$	1,860	2025-2028
Restricted interest and financing expenses	$	3,102	$	—	Not applicable

Schedule of non-capital loss carry-forwards that may be used to offset future taxable income


	Canada		Singapore		United States		Tonga
2035	$	—	$	—	$	2	$	—
2041		3,183		—		—		—
2042		12,599		—		1		—
2043		11,324		—		3		—
2044		10,778		—		179		—
No expiry		—		20,361		—		42,566
Loss carry-forwards	$	37,884	$	20,361	$	185	$	42,566

Warrants - Fair value of warrant liabilities (Details) - Private Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Share-based compensation
Warrants liability as at December 31, 2023	$ 1,969
Decrease in fair value of warrants liability	1,057
Warrants liability as at December 31, 2024	$ 912

Equipment and Software (Details) - USD ($) $ in Thousands	12 Months Ended
Equipment and Software (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Equipment, Cost
Beginning Balance	$ 3,294	$ 2,963
Additions		331
Ending Balance	3,294	3,294
Equipment, Accumulated depreciation
Beginning Balance	(2,161)	(1,801)
Amortization for the year	(362)	(360)
Ending Balance	(2,523)	(2,161)
Equipment	771	1,133
Software
Software, Beginning Balance	1,643	863
Software, Additions	285	780
Software, Ending Balance	1,928	1,643
Software, net book value	$ 1,928	$ 1,643

Share-Based Compensation - Valuation assumptions (Details) - $ / shares	Apr. 09, 2024	Nov. 14, 2024
Share-Based Compensation
Share price		$ 1
Employee stock option \| 2021 incentive plan
Share-Based Compensation
Exercise price	$ 1.71
Share price	$ 1.71
Volatility	114.32%
Term (years)	4 years 6 months
Risk-free rate	4.29%
Dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Exploration Contracts (Tables)

12 Months Ended

Dec. 31, 2024

Exploration Contracts.

Schedule of reconciliation of the Company's capitalized exploration


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2023	$	250	$	199	$	42,701	$	43,150
Termination of Marawa Agreement		—		(199)		—		(199)
December 31, 2024	$	250	$	—	$	42,701	$	42,951

Schedule of exploration and evaluation expenses

NORI

Marawa

TOML

Exploration

Option

Exploration

For the year ended December 31, 2024

Contract

Agreement

Contract

Total

Environmental Studies

2,891

270

3,234

Exploration Labor

8,706

633

9,424

Share-Based Compensation (Note 17)

9,638

799

10,451

Mining, Technological and Process Development

21,173

—

1,219

22,392

Prefeasibility Studies

1,120

—

1,120

Sponsorship, Training and Stakeholder Engagement

2,353

115

601

3,069

Permit Application Activities

297

—

297

Other

640

—

656

46,818

484

3,341

50,643


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the year ended December 31, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	16,421	$	—	$	—	$	16,421
Exploration Labor		7,268		227		711		8,206
Share-Based Compensation (Note 17)		4,444		146		443		5,033
Mining, Technological and Process Development		13,694		—		1,262		14,956
Prefeasibility Studies		1,345		—		—		1,345
Sponsorship, Training and Stakeholder Engagement		2,248		202		996		3,446
Other		433		—		9		442
	$	45,853	$	575	$	3,421	$	49,849

Segmented Information (Tables)

12 Months Ended

Dec. 31, 2024

Segmented Information

Schedule of company's long-lived assets


Equipment	December 31, 2024		December 31, 2023
Nauru	$	771	$	1,128
Tonga		—		5
Total	$	771	$	1,133


	December 31,		December 31,
Software	2024		2023
Singapore		1,928		1,643
Total	$	1,928	$	1,643

Exploration Contracts - Reconciliation of the Company's explorations contracts (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Exploration Contracts
Balance at the beginning	$ 43,150
Termination of Marawa Agreement	(199)
Balance at the end	42,951
NORI Contract
Exploration Contracts
Balance at the beginning	250
Balance at the end	250
Marawa Option Agreement
Exploration Contracts
Balance at the beginning	199
Termination of Marawa Agreement	(199)
TOML Contract
Exploration Contracts
Balance at the beginning	42,701
Balance at the end	$ 42,701

Equipment and Software

12 Months Ended

Dec. 31, 2024

Equipment and Software

Equipment and Software

7.	Equipment and Software

The movements in the Company’s capital equipment are as follows:



Cost	Equipment		Software⁽¹⁾
December 31, 2022	$	2,963	$	863
Additions		331		780
December 31, 2023	$	3,294	$	1,643
Additions		—		285
December 31, 2024	$	3,294	$	1,928

Accumulated depreciation
December 31, 2022	$	(1,801)	$	—
Amortization for the year		(360)		—
December 31, 2023	$	(2,161)	$	—
Amortization for the year		(362)		—
December 31, 2024	$	(2,523)	$	—

Net book value
As at December 31, 2023	$	1,133	$	1,643
As at December 31, 2024	$	771	$	1,928

(1)

The software is under development and not in use.

Share-Based Compensation - Schedule of company's stock options granted and outstanding under the STIP (Details). - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right
Options Exercisable	14,300,575
December 31, 2025
Class of Warrant or Right
Expiry Date	Dec. 31, 2025
Exercise price	0.65
Weighted average life to expiry (years)	1 year
Options Exercisable	11,578
January 27, 2026
Class of Warrant or Right
Expiry Date	Jan. 27, 2026
Weighted average life to expiry (years)	1 year 25 days
Options Exercisable	590,509
January 27, 2026 \| Minimum
Class of Warrant or Right
Exercise price	0.52
January 27, 2026 \| Maximum
Class of Warrant or Right
Exercise price	$2.59
February 2, 2026
Class of Warrant or Right
Expiry Date	Feb. 02, 2026
Exercise price	0.65
Weighted average life to expiry (years)	1 year 1 month 2 days
Options Exercisable	57,893
February 17, 2026
Class of Warrant or Right
Expiry Date	Feb. 17, 2026
Weighted average life to expiry (years)	1 year 1 month 17 days
Options Exercisable	431,493
February 17, 2026 \| Minimum
Class of Warrant or Right
Exercise price	0.22
February 17, 2026 \| Maximum
Class of Warrant or Right
Exercise price	$0.52
June 1, 2028
Class of Warrant or Right
Expiry Date	Jun. 01, 2028
Weighted average life to expiry (years)	3 years 5 months 1 day
Options Exercisable	12,514,385
June 1, 2028 \| Minimum
Class of Warrant or Right
Exercise price	0.65	2.59
June 1, 2028 \| Maximum
Class of Warrant or Right
Exercise price	$8.64
June 30, 2028
Class of Warrant or Right
Expiry Date	Jun. 30, 2028
Exercise price	2.59
Weighted average life to expiry (years)	3 years 6 months
Options Exercisable	694,717

Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Significant Accounting Policies
Transfers amount of fair value measurement levels	$ 0	$ 0
Cash	$ 0	$ 0
Private Warrants
Significant Accounting Policies
Number of warrants issued	9,500,000
Public warrants
Significant Accounting Policies
Number of warrants issued	15,000,000

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

Warrants - Fair value measurements assumptions of the Class A Warrants and Class B warrants (Details) - $ / shares	Nov. 14, 2024	Jan. 31, 2024
Class of Warrant or Right
Share price	$ 1
Class A Warrants
Class of Warrant or Right
Exercise price		$ 3
Share price	0.96	1.31
Call price threshold	$ 6.5	$ 6.5
Volatility	106.81%	105.08%
Term (years)	3 years 1 month 17 days	3 years 11 months 1 day
Risk-free rate	4.21%	3.89%
Dividend yield	0.00%	0.00%
Class B Warrants
Class of Warrant or Right
Exercise price	$ 2
Share price	0.96
Call price threshold	$ 5
Volatility	109.38%
Term (years)	5 years
Risk-free rate	4.23%
Dividend yield	0.00%

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Common Shares At-the -Market Equity Offering	Common Shares	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Deficit	At-the -Market Equity Offering	Total
Balance at Dec. 31, 2022		$ 332,882	$ 184,960	$ (1,216)	$ (475,121)		$ 41,505
Balance (in shares) at Dec. 31, 2022		266,812,131
Shares and warrants issued under Registered Direct Offering, net of expenses (Note 13)		$ 11,420	3,179				14,599
Shares and warrants issued under Registered Direct Offering, net of expenses (Note 13) (in shares)		7,961,540
Conversion of restricted share units, net of shares withheld for taxes (Note 17)		$ 7,720	(7,690)				30
Conversion of restricted share units, net of shares withheld for taxes (Note 17) (in shares)		4,912,747
Shares issued		$ 15,910					15,910
Shares issued (in shares)		15,000,000				0
Exercise of warrant by Allseas		$ 70,016	(69,900)				116
Exercise of warrant by Allseas (in shares)		11,578,620
Exercise of stock options (Note 17)		$ 144	(67)				77
Exercise of stock options (Note 17) (in shares)		120,000
Share purchase under Employee Share Purchase Plan (Note 17)		$ 147	(45)				102
Share purchase under Employee Share Purchase Plan (Note 17) (in shares)		173,672
Share-based compensation and expenses settled with equity (Note 17)			12,360				12,360
Loss for the year					(73,781)		(73,781)
Balance at Dec. 31, 2023		$ 438,239	122,797	(1,216)	(548,902)		10,918
Balance (in shares) at Dec. 31, 2023		306,558,710
Shares and warrants issued under Registered Direct Offering, net of expenses (Note 13)		$ 17,190	6,023				23,213
Shares and warrants issued under Registered Direct Offering, net of expenses (Note 13) (in shares)		19,400,000
Adjustment to Class A Warrant (Note 15)			590		(590)
Conversion of restricted share units, net of shares withheld for taxes (Note 17)		$ 14,954	(14,954)
Conversion of restricted share units, net of shares withheld for taxes (Note 17) (in shares)		10,734,581
Shares issued	$ 4,866					$ 4,866
Shares issued (in shares)	3,251,588					3,251,588
Exercise of stock options (Note 17)		$ 1,891	(1,428)				463
Exercise of stock options (Note 17) (in shares)		715,772
Share purchase under Employee Share Purchase Plan (Note 17)		$ 77	(38)				39
Share purchase under Employee Share Purchase Plan (Note 17) (in shares)		47,809
Share-based compensation and expenses settled with equity (Note 17)			25,313				25,313
Foreign currency translation adjustment				13			13
Loss for the year					(81,943)		(81,943)
Balance at Dec. 31, 2024		$ 477,217	$ 138,303	$ (1,203)	$ (631,435)		$ (17,118)
Balance (in shares) at Dec. 31, 2024		340,708,460

Fair Value Accounting (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Accounting

Summary of assets and liabilities measured at fair value

Fair Value at December 31, 2024

Total

Level 1

Level 2

Level 3

Assets:

Cash

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

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

—

Short-term debt

11,775

—

11,775

—

Deferred tax liability

10,675

—

10,675

—

Royalty liability

14,000

—

14,000

Warrants liability

912

—

912

80,116

—

65,204

14,912


	Fair Value at December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash	$	6,842	$	6,842	$	—	$	—
Receivables and prepayments		1,978		—		1,978		—
Exploration contracts		43,150		—		—		43,150
Right of use asset		5,721		—		—		5,721
Equipment		1,133		—		—		1,133
Software		1,643		—		—		1,643
Investment		8,429		—		—		8,429
	$	68,896	$	6,842	$	1,978	$	60,076

Liabilities:
Accounts payable and accrued liabilities	$	31,334	$	—	$	31,334	$	—
Deferred tax liability		10,675		—		10,675		—
Royalty liability		14,000		—		—		14,000
Warrants liability		1,969		—		—		1,969
	$	57,978	$	—	$	42,009	$	15,969

Strategic Alliance with Allseas and Affiliates (Tables)

12 Months Ended

Dec. 31, 2024

Strategic Alliance with Allseas and Affiliates

Schedule of net amount of the lease liability and right-of-use asset

As at December 31, 2024, the net amount of the lease liability was $nil and right-of-use asset is as follows:


	Lease Liability
Balance as at August 1, 2023	$	6,515
Payments made on August 14, 2023, by issuing 4.15 million common shares		6,515
Balance as at December 31, 2023 and 2024	$	—


	Right-of-use Asset
Balance as on August 1, 2023	$	6,515
Lease expense during the year		794
Balance as at December 31, 2023	$	5,721
Lease expense during the year		1,907
Balance as at December 31, 2024	$	3,814

Income Taxes - Unused tax losses and unused tax credits (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Income Taxes
Non-capital losses	$ 100,995	$ 89,333
Capital losses	829	2,856
Equipment	841	962
Share issuance costs	3,649	$ 1,860
Restricted interest and financing expenses	$ 3,102

Nature of Operations (Details) - km²	Dec. 31, 2024	Mar. 31, 2020
NORI
Nature of Operations
Area of exploration granted (in square km)	74,830
TOML
Nature of Operations
Area of exploration granted (in square km)		74,713

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Strategic Alliance with Allseas and Affiliates - Exclusive Vessel Use Agreement with Allseas (Details) - USD ($) shares in Thousands, $ in Thousands		5 Months Ended	12 Months Ended
	Aug. 14, 2023	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jul. 31, 2023
Strategic Alliance with Allseas and Affiliates
Number of shares issued to Allseas (in shares)	4,150
Lease liability	$ 6,500		$ 0		$ 6,515
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Fair Value Adjustment of Warrants				Fair Value Adjustment of Warrants
Lease expense		$ 794	$ 1,907	$ 795

Warrants - Fair value measurements assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Nov. 14, 2024
Class of Warrant or Right
Share price			$ 1
Private Warrants
Class of Warrant or Right
Exercise price	$ 11.5	$ 11.5
Share price	$ 1.12	$ 1.1
Volatility	108.97%	105.34%
Term (years)	1 year 8 months 8 days	2 years 8 months 8 days
Risk-free rate	4.14%	3.98%
Dividend yield	0.00%	0.00%

Receivables and Prepayments (Tables)

12 Months Ended

Dec. 31, 2024

Receivables And Prepayments.

Schedule of receivables and prepayments


	December 31 2024		December 31 2023
Taxes and other receivables	$	249	$	467
Prepayments		1,602		1,511
	$	1,851	$	1,978

Shares issued as per At-the-Market Equity Distribution Agreement ("ATM") (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 14, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Financing Activity
Shares issued (in shares)	4,150,000
Proceeds from Shares issued from ATM		$ 4,866	$ 30
At-the -Market
Financing Activity
Shares issued (in shares)		3,251,588	0
Average share price		$ 1.53
Proceeds from Shares issued from ATM		$ 4,900
Commission and fee expenses		$ 113
At-the -Market \| Maximum
Financing Activity
Value of shares to be issued				$ 30,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current
Cash	$ 3,480	$ 6,842
Receivables and prepayments	1,851	1,978
Total current assets	5,331	8,820
Non-current
Exploration contracts	42,951	43,150
Right of use asset	3,814	5,721
Equipment	771	1,133
Software	1,928	1,643
Investment	8,203	8,429
Total non-current assets	57,667	60,076
TOTAL ASSETS	62,998	68,896
Current
Accounts payable and accrued liabilities	42,754	31,334
Short-term debt	11,775
Total current liabilities	54,529	31,334
Non-current
Deferred tax liability	10,675	10,675
Royalty liability	14,000	14,000
Warrants liability	912	1,969
Total non-current liabilities	25,587	26,644
TOTAL LIABILITIES	80,116	57,978
EQUITY
Common shares (unlimited shares, no par value - issued: 340,708,460 (December 31, 2023 - 306,558,710))	477,217	438,239
Additional paid in capital	138,303	122,797
Accumulated other comprehensive loss	(1,203)	(1,216)
Deficit	(631,435)	(548,902)
TOTAL EQUITY	(17,118)	10,918
TOTAL LIABILITIES AND EQUITY	$ 62,998	$ 68,896

Loss per Share - Anti-dilutive common equivalent shares (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Loss per Share
Total anti-dilutive common equivalent shares	236,620,721	202,072,578
Employee Stock Option
Loss per Share
Total anti-dilutive common equivalent shares	27,885,450	24,858,162
Outstanding RSUs
Loss per Share
Total anti-dilutive common equivalent shares	34,312,655	12,484,880
Outstanding shares under ESPP
Loss per Share
Total anti-dilutive common equivalent shares	1,882	8,802
Outstanding warrants
Loss per Share
Total anti-dilutive common equivalent shares	38,180,770	28,480,770
Outstanding Special Shares and options to purchase Special Shares
Loss per Share
Total anti-dilutive common equivalent shares	136,239,964	136,239,964

Share-Based Compensation - Employee Stock Purchase Plan (Details)			12 Months Ended
	Aug. 14, 2023 shares	May 31, 2022 USD ($) shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares
Share-Based Compensation
Aggregate of common shares to the investors \| shares	4,150,000
Employee Share Purchase Plan
Share-Based Compensation
Aggregate of common shares to the investors \| shares			10,988,032
Issuance of common shares added to ESPP \| shares			10,648,622
Percentage of common stock shares outstanding			1.00%
Number of additional shares added \| shares			3,065,587
Employee stock purchase plan offering period \| $		24
Employee stock purchase plan, purchase period \| $		4
Percentage of purchased share price		85.00%
Percentage of employees contribution limited to employees annual gross earnings		15.00%
Employee annual gross earnings not to exceed amount per year \| $		$ 25,000
Employee purchases in any offering period cannot exceed common shares \| shares		15,000
Percentage of employees purchases capped not to exceed total outstanding common shares		5.00%
Number of share purchase under Employee Stock Purchase Plan (in shares) \| shares			47,809	173,672
Share based compensation expense \| $			$ 37,000	$ 47,000,000
Employee Share Purchase Plan \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense \| $			19,000	26,000
Employee Share Purchase Plan \| General and administration expenses
Share-Based Compensation
Share based compensation expense \| $			$ 18,000	$ 21,000

Common Shares - Schedule of authorized, issued and outstanding common shares and special shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Common Shares
Common shares, authorized	Unlimited	Unlimited
Common shares, issued	340,708,460	306,558,710
Common shares, outstanding	340,708,460
Class A special shares
Common Shares
Special shares, authorized	5,000,000
Special shares, no par value	$ 0
Common shares, issued	4,448,259
Common shares, outstanding	4,448,259
Class B special shares
Common Shares
Special shares, authorized	10,000,000
Special shares, no par value	$ 0
Common shares, issued	8,896,399
Common shares, outstanding	8,896,399
Class C special shares
Common Shares
Special shares, authorized	10,000,000
Special shares, no par value	$ 0
Common shares, issued	8,896,399
Common shares, outstanding	8,896,399
Class D special shares
Common Shares
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class E special shares
Common Shares
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class F special shares
Common Shares
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class G special shares
Common Shares
Special shares, authorized	25,000,000
Special shares, no par value	$ 0
Common shares, issued	22,241,179
Common shares, outstanding	22,241,179
Class H special shares
Common Shares
Special shares, authorized	25,000,000
Special shares, no par value	$ 0
Common shares, issued	22,241,179
Common shares, outstanding	22,241,179
Class I special shares
Common Shares
Special shares, authorized	500,000
Special shares, no par value	$ 0
Common shares, issued	500,000
Common shares, outstanding	500,000
Class J special shares
Common Shares
Special shares, authorized	741,000
Special shares, no par value	$ 0
Common shares, issued	741,000
Common shares, outstanding	741,000

Common Shares -Special Shares Class (Details)	12 Months Ended
Common Shares -Special Shares Class (Details)	Dec. 31, 2024 $ / shares shares
Class A special shares
Class of Stock
Share Trigger price \| $ / shares	$ 15
Special Shares \| shares	5,000,000
Class B special shares
Class of Stock
Share Trigger price \| $ / shares	$ 25
Special Shares \| shares	10,000,000
Class C special shares
Class of Stock
Share Trigger price \| $ / shares	$ 35
Special Shares \| shares	10,000,000
Class D special shares
Class of Stock
Share Trigger price \| $ / shares	$ 50
Special Shares \| shares	20,000,000
Class E special shares
Class of Stock
Share Trigger price \| $ / shares	$ 75
Special Shares \| shares	20,000,000
Class F special shares
Class of Stock
Share Trigger price \| $ / shares	$ 100
Special Shares \| shares	20,000,000
Class G special shares
Class of Stock
Share Trigger price \| $ / shares	$ 150
Special Shares \| shares	25,000,000
Class H special shares
Class of Stock
Share Trigger price \| $ / shares	$ 200
Special Shares \| shares	25,000,000
Class I special shares
Class of Stock
Share Trigger price \| $ / shares	$ 50
Special Shares \| shares	500,000
Class J special shares
Class of Stock
Share Trigger price \| $ / shares	$ 12
Special Shares \| shares	741,000

Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating expenses
Exploration and evaluation expenses	$ 50,643	$ 49,849
General and administrative expenses	30,644	22,540
Operating loss	81,287	72,389
Other items
Equity-accounted investment loss	226	571
Loss on termination of contract	199
Change in fair value of warrant liability	(1,057)	986
Foreign exchange loss (gain)	(1,186)	310
Interest income	(176)	(1,297)
Fees and interest on borrowings and credit facilities	2,602	781
Loss and comprehensive loss for the year, before tax	81,895	73,740
Tax Expense	48	41
Loss and comprehensive loss for the year	$ 81,943	$ 73,781
Loss per share - Basic (in dollars per share)	$ 0.25	$ 0.26
Loss per share - Diluted (in dollars per share)	$ 0.25	$ 0.26
Weighted average number of common shares outstanding - basic	321,875,050	288,643,700
Weighted average number of common shares outstanding - diluted	321,875,050	288,643,700

Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Liabilities

Schedule of accounts payable and accrued liabilities


	December 31,		December 31,
	2024		2023
Accounts Payable	$	6,198	$	2,442
Accrued Liabilities⁽¹⁾		36,556		28,892
	$	42,754	$	31,334

⁽¹⁾

As at December 31, 2024, accrued liabilities totaled $36.5 million (December 31, 2023 - $28.9 million), of which $25.8 million relates to Allseas (Note 8) (December 31, 2023 - $13.8 million).

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Recent Accounting Pronouncements Issued and Adopted

12 Months Ended

Dec. 31, 2024

Recent Accounting Pronouncements Issued and Adopted

Recent Accounting Pronouncements Issued and Adopted

5.Recent Accounting Pronouncements Issued and Adopted

In November 2023, Accounting Standard Update (“ASU”) 2023-07 was issued which improves disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses and assets. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280. The adoption of this update did not have a material impact on the Company’s consolidated financial statements or disclosures.

Significant Accounting Estimates and Judgements

12 Months Ended

Dec. 31, 2024

Significant Accounting Estimates and Judgements

Significant Accounting Estimates and Judgements

4.	Significant Accounting Estimates and Judgements

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Significant management judgments and estimates were applied to the following areas:

i.Evaluation of Going Concern

ii.

Valuation of Share-Based Payments

The fair market value of share-based awards granted to employees, non-employees and directors is based on the closing market price of the Company’s shares, on the date these were granted (Note 17).

iii.Valuation of Warrants

iv.Valuation of Royalty Liability

Strategic Alliance with Allseas and Affiliates - Lease liability and right-of-use asset (Details) - USD ($) $ in Thousands		5 Months Ended	12 Months Ended
	Aug. 14, 2023	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Jul. 31, 2023
Lease Liability
Lease liability, Beginning balance		$ 6,515
Payments made on August 14, 2023, by issuing 4.15 million common shares		6,515
Lease liability, Ending balance	$ 6,500		$ 0
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Fair Value Adjustment of Warrants				Fair Value Adjustment of Warrants
Right-of-use Asset
Beginning Balance		6,515	5,721
Lease Expense		794	1,907	$ 795
Ending Balance		$ 5,721	$ 3,814	$ 5,721
Number of shares issued to Allseas (in shares)	4,150,000
Common Shares
Right-of-use Asset
Number of shares issued to Allseas (in shares)	4,150,000			15,000,000

Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

12.Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at December 31, 2024 and 2023 are as follows:


	December 31,		December 31,
	2024		2023
Accounts Payable	$	6,198	$	2,442
Accrued Liabilities⁽¹⁾		36,556		28,892
	$	42,754	$	31,334

⁽¹⁾

As at December 31, 2024, accrued liabilities totaled $36.5 million (December 31, 2023 - $28.9 million), of which $25.8 million relates to Allseas (Note 8) (December 31, 2023 - $13.8 million).

Warrants - Class A Warrants and Class B warrants (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Nov. 14, 2024 USD ($) $ / shares	Jan. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) D $ / shares shares	Feb. 06, 2025 shares	Nov. 13, 2024 $ / shares	Jan. 30, 2024 shares	Dec. 31, 2023 USD ($)	Aug. 14, 2023 $ / shares shares
Class of Warrant or Right
Share price	$ 1
Consecutive trading days for redemption of public warrants \| D			30
Additional paid-in capital \| $			$ 138,303				$ 122,797
Fair value per warrant		$ 0.69
Amount of total fair value of warrant \| $		$ 1,600
2023 Registered Direct Offering
Class of Warrant or Right
Number of warrants issued \| shares		2,250,000
Exercise price of warrants		$ 3
Class A Warrants
Class of Warrant or Right
Number of warrants issued \| shares		2,250,000
Exercise price of warrants	2				$ 3
Share price	0.96	$ 1.31
Consecutive trading days for redemption of public warrants \| D			30
Threshold cancellation of unexercised warrants offering			$ 6.5
Redemption price per warrant (in dollars per share)			$ 0.0001
Minimum threshold written notice period for redemption of public warrants			10 days
Additional paid-in capital \| $							$ 3,200
Fair value per warrant	$ 0.41				$ 0.5
Amount of total fair value of warrant \| $	$ 600
Purchase agreement per common share	$ 2		$ 2
Difference in fair value of warrants	0.09
Number of warrants outstanding \| shares			6,230,770
Class A Warrants \| 2023 Registered Direct Offering
Class of Warrant or Right
Number of warrants issued \| shares								3,980,770
Exercise price of warrants								$ 3
Share price								$ 0.8
Number of shares agreed to sell and issue \| shares						2,250,000
Class B Warrants
Class of Warrant or Right
Share price	$ 0.96
Consecutive trading days for redemption of public warrants \| D			30
Threshold cancellation of unexercised warrants offering			$ 5
Redemption price per warrant (in dollars per share)			$ 0.0001
Minimum threshold written notice period for redemption of public warrants			10 days
Additional paid-in capital \| $	$ 4,500
Number of warrants outstanding \| shares			7,450,000
Class B Warrants \| Subsequent event
Class of Warrant or Right
Number of shares agreed to sell and issue \| shares				2,500,000
Class B Warrants \| 2024 Registered Direct Offering
Class of Warrant or Right
Number of warrants issued \| shares			7,450,000
Exercise price of warrants	$ 2		$ 2
Share price	$ 0.6
Warrants
Class of Warrant or Right
Number of shares issuable per warrant \| shares			0

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

12 Months Ended

Dec. 31, 2024

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

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

14.

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 2024, the Company issued 3,251,588 common shares (2023: nil) at an average share price of $1.53, resulting in net proceeds of $4.9 million, after incurring $113 thousand as commission and fees (Note 16).

Basis of Presentation

12 Months Ended

Dec. 31, 2024

Basis of Presentation

Basis of Presentation

2.	Basis of Presentation

Statement of Compliance

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and include the accounts of TMC and its wholly-owned subsidiaries.

The comparative figures reported in the Consolidated Balance Sheet for software development costs and equipment have been reclassified to conform to the current year’s presentation.

Basis of Measurement

These consolidated financial statements have been prepared under the historical cost convention, except for warrants liability and royalty liability that have been measured at fair value and are presented in United States (“US”) dollars.

Consolidation


			Proportion of
			Interest Held
Subsidiary⁽¹⁾	Principal Activity	Location	by the Company
DeepGreen Engineering Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen Metals ULC	Mineral exploration	Canada	100%
The Metals Company USA, LLC	Holding Company	USA	100%
DeepGreen TOML Holding 1 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Holding 2 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Singapore Ltd.	Mineral exploration	Singapore	100%
Koloa Moana Resources Ltd.	Holding Company	Canada	100%
Nauru Ocean Resources Inc.	Mineral exploration	Republic of Nauru	100%
Offshore Minerals Pty. Ltd.	Mineral exploration	Australia	100%
The Metals Company Australia Pty Ltd	Holding Company	Australia	100%
TMC The Metals Company UK Limited	Holding Company	United Kingdom	100%
Tonga Offshore Mining Limited	Mineral exploration	Kingdom of Tonga	100%
Seafloor Mineral Ventures ⁽²⁾	Mineral exploration	Indonesia	100%

(1)

The Company’s wholly owned subsidiaries Nauru Education and Training Foundation Inc. and Nauru Health and Foundation Inc. were voluntarily dissolved on June 30, 2024.

(2)

PT Seafloor Mineral Ventures was incorporated on May 17, 2024.

All intra-group balances have been eliminated on consolidation.

Strategic Alliance with Allseas and Affiliates - Development of Project Zero Offshore Nodule Collection System (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Strategic Alliance with Allseas and Affiliates
Exploration and evaluation expenses	$ 50,643	$ 49,849
Project Management Technology Services
Strategic Alliance with Allseas and Affiliates
Exploration and evaluation expenses	$ 11,900	$ 12,100

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Taxes - Additional information (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Income Taxes
Uncertain tax position	$ 0

Share-Based Compensation - Valuation assumptions (Details) - $ / shares	Apr. 16, 2024	Apr. 09, 2024	Nov. 14, 2024
Share-Based Compensation
Share price			$ 1
Employee Stock Option \| 2021 incentive plan
Share-Based Compensation
Share price		$ 1.71
Volatility		114.32%
Term (years)		4 years 6 months
Risk-free rate		4.29%
Dividend yield		0.00%
Signing RSU's
Share-Based Compensation
Share price	$ 1.72
Volatility	113.83%
Risk-free rate	4.57%
Cost of Equity	19.56%
Dividend yield	0.00%

Nature of Operations

12 Months Ended

Dec. 31, 2024

Nature of Operations

Nature of Operations

1.	Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”) has been operating as a corporation under the laws of the province of British Columbia, Canada since September 9, 2021. The Company’s corporate office, registered address and records office is located at 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 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”), located approximately 1,300 nautical miles southwest of San Diego, California. These nodules contain four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production.

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 square kilometersin the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 square kilometers in the CCZ (“TOML Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered into an option agreement (the “Marawa Option Agreement”) with Marawa Research and Exploration Limited (“Marawa”) which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. On November 14, 2024, DGE issued a formal termination notice to Marawa pursuant to DGE’s right to terminate for convenience under the Agreement. The termination became effective on January 14, 2025.

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 operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules at commercial scale, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental 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.

Exploration Contracts (Details) $ in Millions			12 Months Ended
Exploration Contracts (Details) $ in Millions	Mar. 31, 2020 USD ($)	Jul. 22, 2011 USD ($)	Dec. 31, 2024
TOML Acquisition.
Exploration Contracts
Metric tones of polymetallic nodules (in Grams)	32.0
Exploration contracts	$ 42.7
Deferred tax liability	$ 10.7
NORI \| NORI Exploration Contract
Exploration Contracts
Application fee		$ 0.3
Term (in year)			15 years
Renewable for successive term			5 years
TOML \| TOML Exploration Contract
Exploration Contracts
Term (in year)			15 years
Renewable for successive term			5 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (81,943)	$ (73,781)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events

Subsequent Events

25.Subsequent Events

On March 24, 2025, we entered into a Letter Agreement (the “Letter Agreement”) with Allseas Investments and Argentum Cedit Virtuti GCV, pursuant to which the repayment date under our Working Capital Loan agreement with Allseas Investments dated September 9, 2024 was extended to September 30, 2025.

Additionally, under the Letter Agreement, we and Argentum Cedit Virtuti GCV agreed to cancel the unsecured credit facility established in 2023 with no outstanding amounts remaining, other than our obligation to pay the underutilization fee thereunder.

On March 27, 2025, the Company announced that it initiated a process with the U.S. National Oceanic and Atmospheric Administration and the U.S. Department of Commerce under the U.S. Deep Seabed Hard Mineral Resources Act to consider a U.S.-based regulatory pathway for the commercial production of deep-sea polymetallic nodules in the CCZ.

General and Administrative Expenses

12 Months Ended

Dec. 31, 2024

General and Administrative Expenses

General and Administrative Expenses

11.General and Administrative Expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2024		2023
Professional and consulting fees⁽¹⁾	$	8,532	$	6,584
Investor relations		1,547		1,547
Office and sundry		3,047		3,503
Salaries and wages		5,813		4,995
Director fees		814		774
Share-based compensation		9,793		4,122
Transfer agent and filing fees		321		363
Travel expenses		494		609
Other expenses		283		43
General and Administrative Expenses	$	30,644	$	22,540

⁽¹⁾Professional and consulting fees include $1.2 million of expenses settled with RSUs in 2024 (2023: $0.4 million).

Receivables and Prepayments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Receivables and Prepayments
Taxes and other receivables	$ 249	$ 467
Prepayments	1,602	1,511
Total	$ 1,851	$ 1,978

Commitments and Contingent Liabilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	May 25, 2012
Tonga Off shore Mining Limited
Commitments and Contingent Liabilities
Commitments plan submission period (in years)	5 years
Maximum estimated expenditure for five year period	$ 44
DeepGreen Engineering Pte Ltd
Commitments and Contingent Liabilities
Percentage of annual production committed to Glencore		50.00%

Significant Accounting Policies - Equipment (Details)	12 Months Ended
Significant Accounting Policies - Equipment (Details)	Dec. 31, 2024
Exploration and other equipment
Significant Accounting Policies
Depreciation rate	30.00%
Office equipment
Significant Accounting Policies
Depreciation rate	30.00%

Common Shares

12 Months Ended

Dec. 31, 2024

Common Shares

Common Shares

16.Common Shares

Authorized and Issued

As at December 31, 2024, the authorized, issued and outstanding common shares and Special Shares of the Company are as follows:


		Issued and
	Authorized	Outstanding
Common shares	Unlimited, with no par value	340,708,460
Class A Special Shares	5,000,000, with no par value	4,448,259
Class B Special Shares	10,000,000, with no par value	8,896,399
Class C Special Shares	10,000,000, with no par value	8,896,399
Class D Special Shares	20,000,000, with no par value	17,792,922
Class E Special Shares	20,000,000, with no par value	17,792,922
Class F Special Shares	20,000,000, with no par value	17,792,922
Class G Special Shares	25,000,000, with no par value	22,241,179
Class H Special Shares	25,000,000, with no par value	22,241,179
Class I Special Shares	500,000, with no par value	500,000
Class J Special Shares	741,000, with no par value	741,000

The holders of the Company’s common shares are entitled to one vote for each common share held.

Each class of Special Shares do not have voting rights and do not participate in earnings. The Special Shares automatically convert to TMC common shares if TMC common shares trade at a price on any 20 trading days within any 30-trading day period that is greater than or equal to the specific trigger price for the respective class of Special Share.

Below is a summary of the Special Shares and their respective vesting thresholds, assuming the full number of Special Shares from Rollover Options are issued:

Special Share Class	A	B	C	D	E	F	G	H	I	J
Share Trigger price ($)	15	25	35	50	75	100	150	200	50	12
Special Shares (million)	5	10	10	20	20	20	25	25	0.5	0.7

As the Special Shares meet the indexation and equity classification criteria under ASC 815-40, the Special Shares have been classified as equity instruments at issuance.

Common Share Continuity


Common shares	Number	Amount
December 31, 2022	266,812,131	$	332,882
Issuance of shares under 2023 Registered Direct Offering (Note 13)	7,961,540		11,420
Exercise of warrant by Allseas	11,578,620		70,016
Shares issued to Allseas	15,000,000		15,910
Exercise of stock options (Note 17)	120,000		144
Conversion of restricted share units (Note 17)	4,912,747		7,720
Share purchase under Employee Stock Purchase Plan (Note 17)	173,672		147
December 31, 2023	306,558,710	$	438,239
Issuance of shares under 2023 Registered Direct Offering (Note 13)	4,500,000		7,447
Issuance of shares under 2024 Registered Direct Offering (Note 13)	14,900,000		9,743
Shares issued as per At-the Market Equity Distribution Agreement (Note 14)	3,251,588		4,866
Conversion of restricted share units (Note 17)	10,734,581		14,954
Exercise of stock options (Note 17)	715,772		1,891
Share purchase under Employee Stock Purchase Plan (Note 17)	47,809		77
December 31, 2024	340,708,460	$	477,217

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Compensation

Schedule of fair value assumptions


	April 9,
	2024
Exercise price	$	1.71
Share price	$	1.71
Volatility		114.32	%
Term⁽¹⁾		4.5 years
Risk-free rate		4.29	%
Dividend yield		0.0	%

(1)


	April 16, 2024
Share price	$	1.72
Performance period		April 16, 2024 – April 16, 2029
Volatility		113.83	%
Risk-free rate		4.57	%
Cost of Equity		19.56	%
Dividend yield		0.0	%

Schedule of company estimated the realization of the vesting conditions


		Weighted		Aggregate		Weighted
		average		intrinsic		average
	Number of	exercise		value of		contractual
	Options	price per		stock		life
	Outstanding	option		options		(years)
Outstanding – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Expired	(162,100)		0.87		—	—
Exercised	(120,000)		0.65		—	—
Outstanding – December 31, 2023	15,074,240	$	1.41	$	5,425	4.18
Exercised	(715,772)		0.65		—	—
Expired	(57,893)		2.60		—	—
Outstanding – December 31, 2024 Vested and exercisable	14,300,575	$	1.45	$	5,321	3.25

Summary of the RSU activity


		Weighted
	Number of RSUs	average grant-
	Outstanding	date fair value
Outstanding – December 31, 2022	3,815,143	$	2.75
Granted	13,669,185		0.92
Forfeited	(86,700)		0.96
Exercised	(4,912,748)		1.57
Outstanding – December 31, 2023	12,484,880	$	1.23
Granted	33,079,041		1.18
Forfeited	(516,685)		1.45
Exercised	(10,734,581)		1.39
Outstanding – December 31, 2024	34,312,655	$	1.12


Vesting Period	2024	2023
Vesting Immediately ⁽¹⁾	4,538,922	3,561,078
Vesting fully on the first anniversary of the grant date ⁽²⁾	493,430	1,014,349
Vesting in thirds on each anniversary of the grant date ⁽³⁾	7,212,374	8,689,481
Vesting in fourths on each anniversary of the grant date	834,315	404,277
Vesting based on market conditions ⁽⁴⁾	20,000,000	—
Total Units Granted	33,079,041	13.669.185

(1)

(2)

(3)

(4)

Schedule of fair value of tranche and the derived service period


Tranche	Fair Value per RSU		Derived Service Period
Achievement of a Closing Price of $7.50	$	1.07	1.58 years from the grant date
Achievement of a Closing Price of $10	$	1.04	1.87 years from the grant date
Achievement of a Closing Price of $12.50	$	1.00	2.10 years from the grant date

Schedule of company's stock options outstanding

A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2024 is as follows:


			Weighted average	Number of Options
			life to expiry	Outstanding and
Expiry Date	Exercise price		(years)	Exercisable
December 31, 2025	$	0.65	1.00	11,578
January 27, 2026	$	0.52 - $2.59	1.07	590,509
February 2, 2026	$	0.65	1.09	57,893
February 17, 2026	$	0.22 - $0.52	1.13	431,493
June 1, 2028	$	0.65 - $8.64	3.42	12,514,385
June 30, 2028	$	2.59	3.50	694,717
				14,300,575

Warrants (Details) $ / shares in Units, $ in Millions	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Millions	Dec. 31, 2024 USD ($) D $ / shares shares	Oct. 09, 2021 $ / shares
Class of Warrant or Right
Issue price per share \| $ / shares	$ 18
Trading days for redemption of public warrants	20
Consecutive trading days for redemption of public warrants	30
Public Warrants
Class of Warrant or Right
Number of warrants outstanding \| shares	15,000,000
Exercise price of warrants \| $ / shares	$ 0.365	$ 11.5
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Trading days for redemption of public warrants	20
Consecutive trading days for redemption of public warrants	30
Threshold trading days for calculating the average closing price	10
Value of outstanding Public Warrants \| $	$ 19.5
Public Warrants \| Redemption of warrants when price per share of class common stock equals or exceeds 18.00
Class of Warrant or Right
Issue price per share \| $ / shares	$ 18
Private Warrants
Class of Warrant or Right
Number of warrants outstanding \| shares	9,500,000
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Threshold trading days for calculating the average closing price	10
Value of outstanding Public Warrants \| $	$ 0.9

Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Significant Accounting Policies

Significant Accounting Policies

3.	Significant Accounting Policies

Foreign Currencies

The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and all its subsidiaries is the U.S. Dollar.

ii.

Use of Estimates

iii.

Loss Per Share

iv.

Financial Instruments

Fair Value of Financial Instruments

●

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

●

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.

There were no transfers between fair value measurement levels during the years ended December 31, 2024 and 2023.

vi.

Cash and Cash Equivalents

Cash includes cash on hand and term deposits with a remaining term to maturity at acquisition of three months or less. As at December 31, 2024 and 2023, the Company had no cash equivalents.

vii.

Equipment and Software

The major categories of equipment are amortized on a declining balance basis as follows:


Exploration and other equipment	30	%
Office equipment	30	%

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss.

viii.

Exploration Contracts

ix.Exploration and Evaluation Expenses

Share-Based Compensation

xi.

Warrants Liability

xii.

Income Taxes

Income tax expense represents the sum of current tax expense and deferred tax expense.

xiii.Leases

xiv.Investments

xv. Short term debt

Exploration Contracts

12 Months Ended

Dec. 31, 2024

Exploration Contracts.

Exploration Contracts

10.	Exploration Contracts

Significant Exploration Agreements

NORI Exploration Contract:

The Company’s wholly-owned subsidiary, NORI, was granted the NORI Exploration Contract on July 22, 2011 under the sponsorship of Nauru. The contract application fee of $0.3 million, provides NORI with exclusive rights to explore for polymetallic nodules in the NORI Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms (Note 21) and provides NORI with the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.

NORI has a right to renounce, without penalty, in whole or part of its rights in the NORI Area at any time and therefore does not have a fixed commitment with relation to the NORI Exploration Contract (Note 21).

TOML Exploration Contract:

TOML was granted the TOML Exploration Contract on January 11, 2012 under the sponsorship of Tonga. The TOML Exploration Contract provides TOML with exclusive rights to explore for polymetallic nodules in the TOML Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms and a priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.

On March 31, 2020, the Company entered into an acquisition agreement with Deep Sea Mining Finance Ltd. to acquire TOML and other related entities in the group (the “TOML Acquisition”). Total purchase price of the TOML Acquisition, before transaction costs, was $32.0 million comprising of $42.7 million for exploration contracts offset by $10.7 million for deferred tax liability. TOML holds an ISA exploration contract in the CCZ (“TOML Exploration Contract”) and some exploration related equipment.

Reconciliation – Exploration Contracts

A reconciliation of the Company’s capitalized exploration contracts is as follows:


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2023	$	250	$	199	$	42,701	$	43,150
Termination of Marawa Agreement		—		(199)		—		(199)
December 31, 2024	$	250	$	—	$	42,701	$	42,951

The detail of exploration and evaluation expenses is as follows:

NORI

Marawa

TOML

Exploration

Option

Exploration

For the year ended December 31, 2024

Contract

Agreement

Contract

Total

Environmental Studies

2,891

270

3,234

Exploration Labor

8,706

633

9,424

Share-Based Compensation (Note 17)

9,638

799

10,451

Mining, Technological and Process Development

21,173

—

1,219

22,392

Prefeasibility Studies

1,120

—

1,120

Sponsorship, Training and Stakeholder Engagement

2,353

115

601

3,069

Permit Application Activities

297

—

297

Other

640

—

656

46,818

484

3,341

50,643


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the year ended December 31, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	16,421	$	—	$	—	$	16,421
Exploration Labor		7,268		227		711		8,206
Share-Based Compensation (Note 17)		4,444		146		443		5,033
Mining, Technological and Process Development		13,694		—		1,262		14,956
Prefeasibility Studies		1,345		—		—		1,345
Sponsorship, Training and Stakeholder Engagement		2,248		202		996		3,446
Other		433		—		9		442
	$	45,853	$	575	$	3,421	$	49,849

Strategic Alliance with Allseas and Affiliates - Credit Facility with Allseas Affiliate (Details) $ in Thousands, shares in Millions					12 Months Ended
	Oct. 18, 2024 USD ($)	Sep. 10, 2024 USD ($)	Sep. 09, 2024 USD ($) D installment	Mar. 22, 2023 USD ($) D	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Nov. 14, 2024 USD ($)	Aug. 16, 2024 USD ($)	May 30, 2024 USD ($)
Credit Facility with Allseas Affiliate
Underutilization fees					$ 1,100
Proceeds from Drawdown of Allseas Short-Term Debt					2,000
Short-term loan					11,775
Interest Expense					416
Accounts payable and accrued liabilities					42,754	$ 31,334
Repayment of loan with allseas affiliate					2,000
Related party
Credit Facility with Allseas Affiliate
Underutilization fees					$ 100
Allseas and affiliates \| Related party \| Short Term Loan Agreement
Credit Facility with Allseas Affiliate
Short-term loan									$ 2,000
Loan accrues interest					8.00%
Repayment of loan with allseas affiliate		$ 2,000
Interest payable		$ 46
Allseas \| Common Stock
Credit Facility with Allseas Affiliate
Shares owned \| shares					53.8	53.8
Percentage of common stock shares outstanding					15.80%	17.60%
Allseas Investments SA \| Related party \| Working Capital Loan Agreement
Credit Facility with Allseas Affiliate
Number of days average considered for basis spread \| D			180
Proceeds from Drawdown of Allseas Short-Term Debt	$ 2,500		$ 5,000
Number of installments for repayment \| installment			2
Short-term loan	$ 7,500
Interest Expense					$ 200
Allseas Investments SA \| Related party \| Working Capital Loan Agreement \| If Debt is Payable on January 2, 2025
Credit Facility with Allseas Affiliate
Interest rate			4.00%
Allseas Investments SA \| Related party \| Working Capital Loan Agreement \| If Debt Interest Payments Deferred to Repayment Date
Credit Facility with Allseas Affiliate
Interest rate			5.00%
Unsecured Credit Facility
Credit Facility with Allseas Affiliate
Line of credit facility interest rate term				semi-annually
Line of credit \| Allseas and affiliates \| Related party
Credit Facility with Allseas Affiliate
Aggregate borrowed amount				$ 25,000			$ 25,000	$ 27,500
Number of days average considered for basis spread \| D				180
Interest rate				4.00%
Interest paid in kind at maturity				5.00%
Underutilization fee (in percentage)				4.00%
Underutilization fees					1,000	$ 800
Short-term loan					7,500
Related party transaction, amounts of transaction					$ 33,300	7,500
Accounts payable and accrued liabilities						$ 13,800

Common Shares - Schedule of common shares (Details) - USD ($) $ in Thousands			12 Months Ended
	Aug. 14, 2023	Feb. 21, 2023	Dec. 31, 2024	Dec. 31, 2023
Class of Stock
Number of beginning balance			306,558,710
Balance			$ 10,918	$ 41,505
Amount of issuance of shares under Registered Direct Offering (Note 13)			23,213	14,599
Exercise of warrant by Allseas				116
Shares issued (in shares)	4,150,000
Shares issued				15,910
Exercise of stock options (Note 17)			463	77
Conversion of restricted share units (in shares)		5,000,000
Conversion of restricted share units				30
Share purchase under Employee Share Purchase Plan (Note 17)			$ 39	$ 102
Number of ending balance			340,708,460	306,558,710
Balance			$ (17,118)	$ 10,918
At-the -Market Equity Offering
Class of Stock
Shares issued (in shares)			3,251,588	0
Shares issued			$ 4,866
Common Stock
Class of Stock
Number of beginning balance			306,558,710	266,812,131
Balance			$ 438,239	$ 332,882
Number of issuance of shares under Registered Direct Offering (Note 13) (in shares)			19,400,000	7,961,540
Amount of issuance of shares under Registered Direct Offering (Note 13)			$ 17,190	$ 11,420
Exercise of warrant by Allseas (in shares)				11,578,620
Exercise of warrant by Allseas				$ 70,016
Shares issued (in shares)	4,150,000			15,000,000
Shares issued				$ 15,910
Exercise of stock options (Note 17) (in shares)			715,772	120,000
Exercise of stock options (Note 17)			$ 1,891	$ 144
Conversion of restricted share units (in shares)			10,734,581	4,912,747
Conversion of restricted share units			$ 14,954	$ 7,720
Share purchase under Employee Share Purchase Plan (Note 17) (in shares)			47,809	173,672
Share purchase under Employee Share Purchase Plan (Note 17)			$ 77	$ 147
Number of ending balance			340,708,460	306,558,710
Balance			$ 477,217	$ 438,239
Common Stock \| 2023 Registered Direct Offering
Class of Stock
Number of issuance of shares under Registered Direct Offering (Note 13) (in shares)			4,500,000	7,961,540
Amount of issuance of shares under Registered Direct Offering (Note 13)			$ 7,447	$ 11,420
Common Stock \| 2024 Registered Direct Offering
Class of Stock
Number of issuance of shares under Registered Direct Offering (Note 13) (in shares)			14,900,000
Amount of issuance of shares under Registered Direct Offering (Note 13)			$ 9,743
Common Stock \| At-the -Market Equity Offering
Class of Stock
Shares issued (in shares)			3,251,588
Shares issued			$ 4,866

Share-Based Compensation - Restricted Stock Units (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Apr. 16, 2024 D $ / shares shares	Dec. 31, 2021 $ / shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Nov. 14, 2024 $ / shares
Share-Based Compensation
Aggregate vested units outstanding			128,642
Common shares issued price \| $ / shares					$ 1
Short-Term Incentive Plan
Share-Based Compensation
Share based compensation expense \| $			$ 47	$ 500
General and administration expenses \| Short-Term Incentive Plan
Share-Based Compensation
Share based compensation expense \| $			33	300
Exploration and evaluation activities \| Short-Term Incentive Plan
Share-Based Compensation
Share based compensation expense \| $			$ 14	$ 200
Chief Executive Officer and Chairman
Share-Based Compensation
Share based arrangement award vesting rights percentage	1.00%
Restricted stock units
Share-Based Compensation
Granted			33,079,041	13,669,185
Shares issued			2,812,802
Amount to settle liabilities \| $			$ 4,100
Weighted average grant date fair value \| $ / shares			$ 1.44
Fair value of shares vested \| $			$ 14,100	$ 8,300
Total unrecognized share-based compensation expense \| $			$ 20,500	6,900
Unrecognized share-based compensation expected period			1 year 2 months 26 days
Share based compensation expense \| $			$ 19,500	$ 8,600
Restricted stock units \| As prepayment for the services
Share-Based Compensation
Granted			57,756	43,478
Restricted stock units \| As payment for the 2023 LTIP awards
Share-Based Compensation
Granted				7,144,347
Restricted stock units \| As payment for the 2022 LTIP awards
Share-Based Compensation
Granted			8,645,465
Restricted stock units \| Annual fees for consulting services
Share-Based Compensation
Granted				17,241
Fair value of shares vested \| $			$ 25
Restricted stock units \| As an Initial Grant
Share-Based Compensation
Granted			68,027
Restricted stock units \| General and administration expenses
Share-Based Compensation
Share based compensation expense \| $			$ 8,800	$ 3,800
Restricted stock units \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense \| $			$ 10,700	$ 4,800
Restricted stock units \| Consultant
Share-Based Compensation
Granted			662,399	274,912
Restricted stock units \| Consultant \| General and administration expenses
Share-Based Compensation
Granted			1,100,000
Professional and consulting fees \| $				$ 300
Restricted stock units \| Director \| Non-employee directors
Share-Based Compensation
Granted			476,189	1,014,349
Fair value of shares vested \| $			$ 700	$ 700
Restricted stock units \| Chief Executive Officer and Chairman
Share-Based Compensation
Granted	20,000,000
Share based compensation arrangement number of days average price \| D	30
Share based arrangement award vesting rights percentage	1.00%
Signing RSU's
Share-Based Compensation
Common shares issued price \| $ / shares	$ 1.72
Vesting Immediately \| Restricted stock units
Share-Based Compensation
Granted			4,538,922	3,561,078
Vesting Immediately \| Signing RSU's \| Chief Executive Officer and Chairman
Share-Based Compensation
Closing share price as condition or vesting \| $ / shares	12.5
Vesting fully on the first anniversary of the grant date \| Restricted stock units
Share-Based Compensation
Granted			493,430	1,014,349
Vesting in thirds on each anniversary of the grant date \| Restricted stock units
Share-Based Compensation
Granted			7,212,374	8,689,481
Vesting in thirds on each anniversary of the grant date \| Restricted stock units \| Chief Executive Officer and Chairman
Share-Based Compensation
Closing share price as condition or vesting \| $ / shares			$ 7.5
Vesting in thirds on each anniversary of the grant date \| Signing RSU's \| Chief Executive Officer and Chairman
Share-Based Compensation
Closing share price as condition or vesting \| $ / shares	7.5
Vesting in fourths on each anniversary of the grant date \| Restricted stock units
Share-Based Compensation
Granted			834,315	404,277
Vesting in fourths on each anniversary of the grant date \| Restricted stock units \| Chief Executive Officer and Chairman
Share-Based Compensation
Closing share price as condition or vesting \| $ / shares	12.5	$ 10
Vesting in fourths on each anniversary of the grant date \| Signing RSU's \| Chief Executive Officer and Chairman
Share-Based Compensation
Closing share price as condition or vesting \| $ / shares	$ 10
Vesting based on market conditions \| Restricted stock units
Share-Based Compensation
Granted			20,000,000

Investment in Low Carbon Royalties - Financial Results Of Low Carbon Royalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Investment in Low Carbon Royalties
Current Asset	$ 5,331	$ 8,820
Non-Current Assets	57,667	60,076
Current Liabilities	54,529	31,334
Comprehensive Loss for the Year	(81,943)	(73,781)
Low carbon royalties
Investment in Low Carbon Royalties
Current Asset	1,660	1,091
Non-Current Assets	25,277	26,315
Current Liabilities		131
Royalty Income	1,459	399
Total Revenue	1,515	480
Comprehensive Loss for the Year	$ (689)	$ (1,747)

- Definition

Amount of asset recognized for present right to economic benefit, classified as current.

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Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

Income Taxes

24.Income Taxes

Reconciliation of Effective Tax Rate

The Company is subject to Canadian federal and provincial tax for the estimated assessable profit at a rate of 26.72% for the year ended December 31, 2024 (2023: 26.68%). The Company had no assessable profit in Canada for all periods disclosed.

The income tax expense at statutory rates for the Company can be reconciled to the reported loss for the years 2024 and 2023 per the statement of loss and comprehensive loss as follows:


	For the year ended			For the year ended
	December 31,			December 31,
	2024			2023⁽¹⁾
Loss for the year, before taxes	$	(81,895)		$	(73,740)
Canadian Federal and Provincial income tax rates		26.72	%		26.68	%
Income tax recovery based on the above rates	$	(21,882)		$	(19,674)
Permanent differences		2,502			1,556
Effect of differences in future and foreign tax rates		14,424			14,038
Valuation allowance changes affecting the provision of income taxes		5,004			4,121
Total income taxes	$	48		$	41

⁽¹⁾Comparative amounts for the year ended December 31, 2023 are restated based on actual tax returns filed.

The Company currently has no uncertain tax positions and is therefore not reflecting any adjustments.

Components of the Company’s deferred income tax assets (liabilities) are as follows:


	December 31, 2024		December 31, 2023
Deferred Tax Assets
Non-capital losses	$	24,270	$	21,195
Investments		111		384
Equipment		227		260
Share issuance costs		1,804		496
Total deferred income tax assets	$	26,412	$	22,335
Valuation allowance		(26,412)		(22,335)
Deferred tax asset recognized	$	—	$	—

Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract (Note 10)	$	(10,675)	$	(10,675)
Deferred tax liability recognized	$	(10,675)	$	(10,675)

Deductible temporary differences, unused tax losses and unused tax credits are as follows:


	December 31, 2024		December 31, 2023		Expiry Date Range

Non-capital losses	$	100,995	$	89,333	See below
Investments	$	829	$	2,856	Not applicable
Equipment	$	841	$	962	Not applicable
Share issuance costs	$	3,649	$	1,860	2025-2028
Restricted interest and financing expenses	$	3,102	$	—	Not applicable

As at December 31, 2024, the Company had non-capital loss carry-forwards of $101.0 million that may be used to offset future taxable income.

These losses, if not utilized, will expire as follows:


	Canada		Singapore		United States		Tonga
2035	$	—	$	—	$	2	$	—
2041		3,183		—		—		—
2042		12,599		—		1		—
2043		11,324		—		3		—
2044		10,778		—		179		—
No expiry		—		20,361		—		42,566
Loss carry-forwards	$	37,884	$	20,361	$	185	$	42,566

The Company files income tax returns in Canada, the United States, Singapore and Tonga, and is subject to examination in these jurisdictions for all years since the Company’s inception in 2011. As at December 31, 2024, all tax years are subject to examination by the tax authorities and no tax authority audits are currently underway. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized. The timing of the resolution, settlement and closure of any income tax audits is highly uncertain, and the Company is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. It is possible that the balance of gross unrecognized tax benefits could significantly change in the next twelve months. As at December 31, 2024, the 2024 tax year filings for the Company and its subsidiaries (where applicable) remain unfiled and have not been assessed by the relative tax authorities.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Income Taxes - The Company's deferred income tax assets (liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred Tax Assets
Non-capital losses	$ 24,270	$ 21,195
Investments	111	384
Equipment	227	260
Share issuance costs	1,804	496
Total deferred income tax assets	26,412	22,335
Valuation allowance	(26,412)	(22,335)
Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract	10,675	10,675
Deferred tax liability recognized	$ 10,675	$ 10,675