TMC the metals Co Inc.

TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019. On September 9, 2021, the Company completed its business combination with DeepGreen Metals Inc. (“DeepGreen”), a Canadian - registered company founded in 2011, after which DeepGreen became a wholly - owned subsidiary and the combined company began operating as TMC the metals company Inc. and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 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 seabed minerals developer focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), with NORI Area D located approximately 1,500 miles (or 2,400 kilometers) southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) and rare earth elements (REE) which will initially be transformed into nickel, cobalt and copper-bearing intermediate and metal cathode products as well as a manganese silicate product of approximately 40% manganese comparable to medium-grade manganese ore. Once in production, the Company will explore expanding into other product formats including silicomanganese alloy, battery-grade sulfates and precursor Cathode Active Materials (pCAM), as well as extracting REEs contained in nodules.

On April 28, 2025, the Company’s wholly owned subsidiary, The Metals Company USA, LLC (“TMC USA”), formally submitted applications fortwo exploration licenses andone commercial recovery permit to the National Oceanic and Atmospheric Administration (“NOAA”) pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”). The submitted exploration license applications are to secure exploration rights over two areas in the CCZ, namely TMC USA-A and TMC USA-B, covering a total area of 187,017 square kilometers. The submitted commercial recovery permit application is to secure commercial recovery rights for a subset of the TMC USA-A area covering over 25,160 square kilometers. The commercial recovery application is the first submission under DSHMRA for commercial recovery of polymetallic nodules. On January 22, 2026, TMC USA formally submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in the CCZ. The application was filed under NOAA’s new consolidated application and review process. The consolidated application covers approximately 65,000 km 2 exploration and commercial recovery area in the CCZ, compared to a commercial recovery area of 25,160 km 2 in TMC USA’s initial commercial recovery permit application filed in April 2025.

Two of the Company’s wholly owned subsidiaries, Nauru Ocean Resources Inc. (“NORI”) and Tonga Offshore Mining Limited (TOML) continue to hold and comply with the terms of their exploration contracts granted by the International Seabed Authority (ISA).

The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue the scaling of the nodule collection system for the recovery of polymetallic nodules from the seafloor and the processing technology for the treatment of polymetallic nodules at commercial scale, the continued establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.

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 and equity accounted investments.

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

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, 2025, were as follows:

All intra-group balances have been eliminated on consolidation.

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.

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 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, receivables (Note 6), short-term debt, accounts payable, accrued liabilities (Note 13) which are initially recognized and subsequently measured at amortized cost, while royalty liability (Note 10), and warrants to acquire common shares of the Company (Note 16) are initially recognized and subsequently measured at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss in the period in which they arise.

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:

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 wereno transfers between fair value measurement levels during the years ended December 31, 2025 and 2024.

As at December 31, 2025, and 2024, the carrying values of cash, receivables, short-term debt, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s financial instruments measured at fair value at each reporting period (Note 20) consist of its royalty liability (Note 10) and warrants (Note 16).

Cash includes cash on deposit with banking institutions and term deposits with a remaining term to maturity at acquisition of three months or less when purchased.

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:

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.

The Company is in the development 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 Company capitalizes costs incurred to renew or extend the term of exploration contracts upon filing for such extension. The cost of exploration assets 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 assets at each reporting period and adjusts its carrying value if an impairment is identified.

**viii.**Exploration and Evaluation Expenses

While in the exploration and early development phases, the Company expenses all costs related to exploration and development of exploration contracts. Such exploration and development costs include, but are not limited to environmental studies, mining, technological and process development, prefeasibility studies, sponsorship, training and stakeholder engagement, and personnel costs, including shared-based compensation.

We align our operating expenses based on activity performed by our personnel which allocates some of these costs to Exploration and Evaluation expenses. This alignment is adjusted throughout the year to reflect changes in business activities.

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 18), 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 18), 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.

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 Codification (“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 several other warrants in 2024 and 2025. All these warrants met the criteria for equity classification and were recorded under additional paid-in capital (Note 16).

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 statements of loss and comprehensive loss 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.

**xii.**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 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 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 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 adjusted for any impairments.

**xiii.**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 at cost, the Company recognizes its proportional share of results of operations and distributions from the affiliates 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. The Company records the results of certain equity method investees on a one-quarter reporting lag due to the timing when financial information becomes available.

The Company applies the cumulative earnings approach in determining the classification of distributions received from equity method investees in the statement of cash flows.

**xiv.**Short-term debt and credit facilities

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 21). 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.

**xv.**Advertisement

The Company expenses advertising costs as incurred and are included in general and administrative expenses. Advertising costs are not material for the periods presented.

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 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 equity awards (Note 18), the valuation of warrants (Note 16), and the valuation of the royalty liability (Note 10). Actual results may differ materially from these estimates.

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

**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.

The fair market value of RSUs 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 18).

The valuation of other share-based awards, including stock options and any awards with market-based vesting conditions 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.

**iii.**Valuation of Warrants

The Company re-measures the fair value of the Private Warrants at the end of each reporting period (Note 16). 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 2025, the Company issued warrants to Republic of Nauru (“Nauru”) and to Kingdom of Tonga (“Tonga”) (Note 16). These warrants are contingently exercisable and may only be exercised if the Company obtains a license to engage in deep seabed mineral recovery and elects to pursue such activities. Accordingly, the Company measures the fair value of the warrants using a probability-weighted approach. Under the scenario in which the license is obtained, fair value is estimated using a Black-Scholes option pricing model based on the implied share price under that scenario. If the license is not obtained, the warrants are assumed to have no economic value. Expected volatility is estimated using an equal-weighted blend of historical share price volatility and the implied volatility of the Company’s publicly traded warrants.

The Company also has outstanding Class A Warrants, Class B Warrants, Class C Warrants (each, as defined below) and warrants issued to Korea Zinc (Note 16) which 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.

**iv.**Valuation of Royalty Liability

The Company remeasures the fair value of its royalty liability at each reporting date (Note10). The valuation of the royalty liability requires significant judgment and is dependent on the stage of development of the underlying assets and the availability of observable market data.

For areas that remain in an advanced exploration stage, the fair value is determined using a market approach. This approach involves analyzing recent royalty transactions prior to the reporting date, with particular focus on transactions involving similar metals to those contained in the Company’s polymetallic nodules. The Company evaluates the specific terms and characteristics of comparable transactions and applies judgment to estimate the fair value. For areas supported by a pre-feasibility study (PFS), the fair value is determined using an income approach. This approach applies a discounted cash flow model based on projected production and cash flows derived from the PFS. Key assumptions include forecast metal prices, estimated operating and capital costs, production profiles, and a discount rate that reflects the risks specific to the project. Changes in assumptions related to market conditions, permitting, project timelines, production forecasts, metal prices, repurchase options or discount rates could result in material changes to the estimated fair value of the royalty liability in future periods.

**5.**Recent Accounting Pronouncements Issued and Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09,Income Taxes (Topic 740):Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures, including modifications to the rate reconciliation and income taxes paid disclosures. The guidance is effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 in 2025 on a prospective basis, as permitted by the standard (Note 24). The adoption affected the presentation of income tax disclosures but did not impact the Company’s consolidated balance sheet, consolidated statement of loss and comprehensive loss and consolidated statement of cash flows.

The amounts of outstanding receivables and prepayments at December 31, 2025 and 2024 are as follows:

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

Development of Project Zero Offshore Nodule Collection System

On March 16, 2022, NORI and Allseas Group S.A. (“Allseas”) entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. For the year ended December 31, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up costs totaling $5.0 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 11) (2024: $11.9 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 a commercial 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 alease 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. The entire lease liability was settled within 14 days of the commencement of the lease and the discount rate for calculating the present value of lease payments was determined to be insignificant.

For the year ended December 31, 2025, the Company has recognized $1.9 million as lease expense recorded as exploration and evaluation expense (December 31, 2024: $1.9 million).

As at December 31, 2025, the net amount of right-of-use asset was as follows:

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 could 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 bore 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 had to pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remained undrawn under the 2023 Credit Facility. The Company had 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 contained customary events of default.

On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the 2023 Credit Facility was cancelled with the only obligation remaining being the underutilization fees amounting to $2 million.

During the year ended December 31, 2025, the Company didnot draw down any amount from the 2023 Credit Facility (December 31, 2024 - $nil) and incurred $0.2 million as underutilization fees (December 31, 2024: $1 million).

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, and on the next day received initial principal amount of $5 million (“Working Capital Loan”). Pursuant to an amendment dated October 18, 2024, the agreement was amended to increase the loan amount to $7.5 million, reflecting an additional $2.5 million draw. The Working Capital Loan was 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 bore interest based on the 6-month Secured Overnight Financing Rate,180-day average plus a margin of 4.0% per annum and was payable intwo installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if all interest payments are deferred to the Repayment Date, at the Company’s election). On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest repayable on that date.

On June 4, 2025, the Company repaid the outstanding loan principal and interest, amounting to$7.5 million and$0.5 million, respectively, thereby cancelling the Working Capital Loan Agreement. For the year ended December 31, 2025, the Company incurred $0.3 million as interest expense (December 31, 2024:$0.2 million).

Other Activity

On May 12, 2025, the Company entered into a securities purchase agreement with Allseas (Note 14) pursuant to which the Company issued 2,333,333 common shares of the Company, and 2,333,333 Class C Warrants to Allseas in exchange for gross proceeds of $7 million.

As at December 31, 2025, the total amount payable to Allseas and its affiliates was $34.2 million of which $32.2 million related to the development of the nodule collection system and $2 million related to the underutilization fees payable on the 2023 Credit facility. These amounts were recorded in accrued liabilities in the consolidated balance sheet which can be settled in cash or equity at the Company’s discretion (Note 13) (December 31, 2024: $33.3 million, of which $25.8 recorded as accrued liabilities and $7.5 million recorded as short-term debt). As at December 31, 2025, Allseas and its affiliates owned 56.1 million common shares of the Company (2024:53.8 million TMC common shares) which constituted 13.3% (December 31, 2024:15.8%) of total common shares outstanding.

**9.**Investments

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”) (Note 10) on the Company’s NORI project area in the CCZ to Low Carbon Royalties. In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights. 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. In the third quarter of 2025, Low Carbon Royalties changed its name to The Metals Royalty Company Inc. (“The Metals Royalty Company”) and formed 1554997 B.C. Ltd.

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.

During 2025, The Metals Royalty Company issued 3,443,699 common shares against stock option exercise and 4,569,770 common shares through various private placement, raising $25.0 million of gross proceeds. The Company did not participate in the offering, which reduced its ownership interest from 32.27% to 27.2%. (December 31, 2024:32.27%). As the shares were issued at a price higher than The Metals Royalty Company’s book value per share, the Company recorded a dilution gain of $5.6 million.

In the fourth quarter of 2025, The Metals Royalty Company transferred its oil and gas royalty assets to 1554997 B.C. Ltd. in exchange for shares of 1554997 B.C. Ltd (“Spin-Out transaction’). The Metals Royalty Company subsequently distributed the shares of 1554997 B.C. Ltd. to its existing shareholders as a return of capital on aone-for-one basis for each common share of The Metals Royalty Company, resulting in The Metals Royalty Company retaining no ownership interest in 1554997 B.C. Ltd. Following the Spin-Out transaction, the Company recognized its investment in 1554997 B.C. Ltd. at its proportionate share (27.2%) of the fair value of the net assets transferred. Following completion of the Spin-Out transaction, the Company evaluated its investment in 1554997 B.C. Ltd. under ASC 810, “Consolidation” and concluded that consolidation was not required as the Company does not have a controlling financial interest in 1554997 B.C. Ltd. The Company holds 27.2% ownership interest and has representation on the board of directors of 1554997 B.C. Ltd., providing the Company with the ability to exercise significant influence over 1554997 B.C. Ltd.’s operating and financial policies. Accordingly, the investment is accounted for under the equity method in accordance with ASC 323 (Investments). As the financial information of 1554997 B.C. Ltd. is not available on a timely basis, the Company records its share of the results in 1554997 B.C. Ltd on a one-quarter reporting lag.

As at December 31, 2025, The Metals Royalty Company had 872,250 stock options and 1,569,000 restricted share units outstanding, the settlement of which may significantly affect the Company’s share of reported earnings or losses.

The below table summarizes the changes in the Company’s investments during the year:

Financial results of The Metals Royalty Company at and for the years ended December 31, 2025 and 2024 are summarized below:

Financial information for 1554997 B.C. Ltd. is not presented as the Company reports its share of results in this investment on a one-quarter reporting lag and the investment was acquired in the fourth quarter of 2025.

**10.**Royalty Liability

The NORI Royalty (including Areas A to D) (Note 9) was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470,Debt. The Company elected to account for the royalty liability at fair value through profit and loss. The fair value of Areas A to C was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compared the specific characteristics of these transactions and estimated the fair value for Areas A to C at $15 million as at December 31, 2025. The fair value of Area D was determined using an income approach following the Company’s completion and release of its PFS with respect to NORI Area D filed in August 2025 resulting with a fair value for Area D of $130 million as at December 31, 2025. The discounted cash flow fair value reflects updated operational and economic assumptions, including the use of forward metal prices and a discount rate of approximately 10.6%, related to the NORI Area D project used in support of the PFS.

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

Significant Exploration Agreements

NORI Exploration Contract:

The Company’s wholly-owned subsidiary, NORI, was granted an exploration contract (“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 22) and provides NORI with the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area. The NORI Exploration Contract terminates on July 22, 2026, and the Company has filed for an extension.

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 22).

TOML Exploration Contract:

TOML was granted an exploration contract (“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. The TOML Exploration Contract terminates on January 11, 2027.

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 the TOML Exploration Contract and some exploration related equipment.

Reconciliation – Exploration Contracts

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

The detail of exploration and evaluation expenses is as follows:

**12.**General and Administrative Expenses

General and administrative expenses for the years ended December 31, 2025 and 2024 are as follows:

(3)Reflects underlying corporate-related activities performed by the Company’s personnel.

**13.**Accounts Payable and Accrued Liabilities

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

**14.**Financing Activity

2024 Registered Direct Offering

In the last quarter of 2024, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “2024 Registered Direct Offering”) an aggregate of 19,900,000 common shares and issue Class B Warrants to purchase 9,950,000 Common Shares (“Class B Warrants”) (Note 16). The purchase price per common share and accompanying Class B Warrant was set at $1.00. On February 6, 2025, the Company received the final balance of committed funding from the 2024 Registered Direct Offering amounting to $5 million and issued 5,000,000 common shares and 2,500,000 Class B Warrants. Out of the total net proceeds of $5 million received in 2025, the net proceeds attributable to common shares were $2.2 million and the net proceeds attributable to Class B Warrants were $2.8 million (Note 16).

2025 Registered Direct Offering

On May 12, 2025, the Company entered into a securities purchase agreement with certain new and existing investors pursuant to which the Company in consideration of gross proceeds of $37 million, agreed to sell and issue, in a registered direct offering (the “2025 Registered Direct Offering”), an aggregate of 12,333,333 common shares of the Company, and accompanying Class C warrants to purchase an aggregate of 12,333,333 common shares (“Class C Warrants”) to such new and existing investors (Note 16). The purchase price per common share and accompanying Class C Warrant was set at $3.00.

As of December 31, 2025, the Company received the entire gross proceeds of $37 million and issued 12,333,333 common shares and 12,333,333 Class C Warrants. The total expenses related to the 2025 Registered Offering were $0.3 million resulting in net proceeds of $36.7 million.

Agreement with Korea Zinc

On June 16, 2025, the Company entered into a securities purchase agreement (the “Korea Zinc Agreement”) with Korea Zinc Company, Ltd. (“Korea Zinc”), pursuant to which the Company in consideration of gross cash receipt of $85.2 million, agreed to issue and sell to Korea Zinc 19,623,376 common shares of the Company and accompanying warrants to purchase an aggregate of 6,868,181 common shares (Note 16). The purchase price per share and accompanying warrant was set at $4.34. As at December 31 2025, the Company received the entire purchase amount of $85.2 million and issued 19,623,376 common shares and accompanying warrants to purchase an aggregate of 6,868,181 common shares. The total expenses related to the Korea Zinc agreement were $1.9 million paid in equity.

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

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 2025, the Company issued 7,542,996 common shares (2024:3,251,588) (Note 17) at an average share price of $2.02 (2024: $1.53), resulting in net proceeds of $14.8 million (2024: $4.9 million), after incurring $0.5 million (2024: $0.1 million) as commission and fees. The ATM expired in October 2025.

**16.**Warrants

Public Warrants

As at December 31, 2025,15,000,000 Public Warrants were outstanding: there wereno exercises or issuances during 2025 (December 31, 2024 –15,000,000). 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:

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:

As at December 31, 2025, the value of outstanding Public Warrants of$19.5 million (2024:$19.5 million) was recorded in additional paid-in capital.

Private Warrants

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

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:

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 Private Warrants will expire on September 9, 2026.

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, 2025, the fair value of outstanding Private Warrants of approximately $13.4 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:

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

Class A Warrants

As at December 31, 2025,4,317,500 Class A warrants, which we issued as part of a registered direct offering in 2023, were outstanding (the “Class A Warrants”). Each whole Class A Warrant entitles the holder to purchase one common share at an exercise price of $2.00 per share and will expire on December 31, 2027.

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 cancelledten 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.

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

As at December 31, 2025, the value of the outstanding 4,317,500 Class A Warrants (December 31, 2024:6,230,770) amounting to $3.6 million (December 31, 2024:5.3 million) was recorded in additional paid-in capital.

Class B Warrants

As a part of the 2024 Registered Direct Offering (Note 14), the Company issued an aggregate of 9,950,000 Class B Warrants for the purchase of common shares at an exercise price of $2.00 per share. The Class B Warrants expire 5 years from the issuance date. The valuation of the Class B Warrants was determined using a Monte Carlo simulation as on the date of issuance as per below.

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 cancelledten 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 recorded the fair value of the Class B Warrants amounting to $7.2 million as additional paid-in capital.

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

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

As at December 31, 2025, the value outstanding of 15,000 Class B Warrants (December 31, 2024 -7,450,000 Class B Warrants) amounting to $9 thousand (December 31, 2024 - $4.5 million) was recorded in additional paid-in capital.

Class C Warrants

As a part of the 2025 Registered Direct Offering (Note 14), the Company issued an aggregate of 12,333,333 Class C Warrants to purchase common shares at an exercise price of $4.50 per share with an expiration date of May 12, 2028. The valuation of the Class C Warrants issued was determined using a Monte Carlo simulation on the date of issuance.

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

As the Class C Warrants had the same features as the above-mentioned Class A Warrants and Class B Warrants, the Company classified the Class C Warrants as equity (per ASC 815) and recorded the value amounting to $12.5 million in additional paid-in capital.

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

(1)During 2025,2,330,000 Class C Warrants were exercised for which the Company received the exercise amount of $10.5 million.

As at December 31, 2025, the value of the outstanding 10,003,333 Class C Warrants amounting to $10.2 million was recorded in additional paid-in capital.

Warrants issued to Korea Zinc

As part of the Korea Zinc Agreement (Note 14), the Company on June 25, 2025 issued 6,868,181 warrants to Korea Zinc to purchase common shares of the Company at an exercise price of $7.00 per share with an expiration date of June 25, 2028.

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

The warrants issued to Korea Zinc contain a call provision under which if the VWAP for 20 consecutive trading days exceeds $10, and Korea Zinc does not possess material non-public information provided by the Company, the Company may call for cancellation 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 cancelledten trading days after the call notice is received.

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

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

Warrants issued to Republic of Nauru

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

The fair value of the Nauru Warrants was calculated using a Black-Scholes valuation on May 30, 2025, resulting with a fair value of $3.62 per warrant. The fair value of the Nauru Warrants was estimated using the following assumptions:

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

The Nauru Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable. The Company classified the Nauru Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price. As at December 31, 2025, the fair value of the Nauru Warrants amounting to $33.1 million was recorded in additional paid-in capital. Since the Company receives no form of consideration from Nauru in return for issuing the Nauru Warrants, the entire fair value of the Nauru warrants amounting to $33.1 million is recorded as an expense in 2025 under Nauru and Tonga warrant costs in the consolidated statement of loss and comprehensive loss.

Warrants issued to the Kingdom of Tonga

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

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

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

The Tonga Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable. The Company classified the Tonga Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price. As at December 31, 2025, the fair value of the Tonga Warrants amounting to $5 million was recorded in additional paid-in capital. Since the Company receives no form of consideration from the State in return for issuing the Tonga Warrants, the entire fair value of the Tonga Warrants was recorded as an expense in 2025 under Nauru and Tonga warrant costs in the consolidated statement of loss and comprehensive loss.

**17.**Common Shares

Authorized and Issued

As at December 31, 2025, the authorized, issued and outstanding common shares of the Company and special shares of the Company (the “Special Shares”) are as follows:

The holders of the Company’s common shares are entitled toone vote for each common share held. The shares do not have an expiration date and remain outstanding until redeemed or converted in accordance with their terms.

Each class of Special Shares do not have voting rights and do not participate in earnings. The Special Shares automatically convert to common shares of the Company if the 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 underlying certain outstanding options to purchase common shares and Special Shares are issued:

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

**18.**Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at December 31, 2025, there were a total of 110,262,856 common shares reserved for issuance under the Incentive Plan. This amount includes 40,000,000 common shares added to the plan pursuant to the shareholder’s approval obtained at the special meeting of the Company’s shareholders held on August 28, 2025. With this increase, as of December 31, 2025,11,690,432 common shares remained available for future issuance under the Incentive Plan, 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 RSUs 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”).

Following the special shareholders meeting,6,500,000 options and 11,915,676 RSUs were granted on August 28, 2025.

Stock options

Outstanding under the Incentive Plan.

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

A summary of the Company’s stock options granted and outstanding under the Company’s Incentive Plan as at December 31, 2025 is as follows:

As on December 31, 2025,11,190,000 stock options were outstanding under the Incentive plan.

During the first quarter of 2025, the Company granted 1,250,000 stock options out of which 500,000 stock options vest in thirds on each anniversary of the grant date. The fair value of the stock options vesting in thirds was estimated on the date of grant using the Black-Scholes method and the following assumptions:

The remaining 750,000 stock options vest as follows:

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

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

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

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

Tranche 1 and Tranche 2 vest based on market conditions of the Company’s market capitalization reaching $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $1.09 per share and $0.90 per share and derived service periods of 1.40 years and 1.88 years, respectively. The Company will expense these awards rateably over the remaining service period. Tranche 3 and Tranche 4 of the stock options granted vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. In 2025, Tranche 1 vested, and the Company recognized the entire fair value of the options under that tranche. The options included in Tranche 3 and Tranche 4 had a grant date fair value of $1.20 and $1.24 per share respectively. The Company will recognize compensation costs for the performance-based awards when the Company concludes that it is probable that the performance conditions will be achieved. As the achievement of performance of these conditions at December 31, 2025 was not probable, the Company has not recorded any compensation expense for the performance-based awards. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when the criteria is determined to be probable.

The fair values of the options in Tranche 1 and Tranche 2 were estimated on the date of grant using the Monte Carlo method whereas the fair values of the options in Tranche 3 and Tranche 4 were determined using the Black-Scholes valuation and the following assumptions:

On August 28, 2025, and in consideration for strategic consulting services rendered, the Company granted 6,500,000 options out of which 5,000,000 options were granted to a director of the Company. The 6,500,000 options vest as follows:

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

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

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

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

During the year, the Company recognized $28.8 million of share-based compensation expense (2024: $1.3 million) related to the amortization of stock options out of which $28.6 million was recorded under general and administrative expenses in the statement of loss and comprehensive loss (2024: $1.3 million) and $0.2 million was recorded under exploration and evaluation expenses (2024: $nil).

The intrinsic value of the outstanding stock options was $30.7 million (2024: $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 $2.6 million (2024: $4 million) is expected to be recognized over a period of approximatelytwo 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 2025 and 2024.

Outstanding STIPs under the 2018 plan:

A continuity schedule summarizing the movements in the Company’s stock options under the STIP plan granted under the 2018 Plan is as follows:

A summary of the Company’s stock options outstanding under the Company’s STIP under the 2018 Plan as at December 31, 2025 is as follows:

As at December 31, 2025, all the options are vested and the total unrecognized share-based compensation expense was $nil.

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, 2025, was $22.6 million (2024: $0.7 million).

The Company didnot recognize any share-based compensation expense related to STIP stock options in the statement of loss and comprehensive loss for the current period, as the full fair value of the STIP stock options was expensed by the end of 2024 (2024: Total $47 thousand of which $14 thousand related to exploration and evaluation activities and $33 thousand related to general and administrative matters).

Outstanding LTIPs under the 2018 plan:

On March 4, 2021, the Company granted 9,783,922 stock options as LTIP under the 2018 Plan. These stock options have an exercise price of $0.65 per option and expire on June 1, 2028.

The LTIP awards vest as follows:

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. The total fair value of Tranche 1 and Tranche 2 was expensed by the end of 2022. Tranche 1 vested during the second quarter of 2025 as the Company’s market capitalization exceeded $3 billion.

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, 2025, 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.

A continuity schedule summarizing the movements in the Company’s stock options under the LTIP plan granted under the 2018 Plan is as follows:

As at December 31, 2025, total unrecognized share-based compensation expense for the LTIP stock options was $23 million (2024: $23 million). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025, was $4.4 million (2024: $nil).

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 Incentive 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 2025 and 2024 is presented in the table below:

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

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

The remaining 9,750,000 RSUs were considered as granted on August 28, 2025, out of which 7,500,000 were granted to a director of the Company (Note 21) in return for consulting services and the remaining 2,250,000 were granted to a consultant. The RSUs vest in three equal tranches as described below:

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

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

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

The Company determined the fair value of the 9,750,000 RSUs using a Monte-Carlo valuation method and below assumptions.

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

In the last quarter of 2025, the Company granted 1,000,000 RSUs to an employee with the same conditions as the Retention Grants granted in the third quarter of 2025. The Company calculated the fair value of the grant issued in the last quarter of 2025 using a Monte Carlo simulation and below assumptions. The fair value of Tranche 1 and Tranche 2 was calculated as $5.84 per unit and $5.62 per unit respectively.

In 2024, the Company entered into a new employment agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman as per which a one-time signing bonus award of 20,000,000 market-based restricted stock units were granted.

The grant date fair value of all RSUs, apart from the ones mentioned in footnote 7 in the table above, is equivalent to the closing share price of the Company’s common shares on the date of grant. During 2025, a total of $60.1 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (2024: $19.5 million) of which share-based compensation expense related to exploration and evaluation activities amounted to $15.1 million (2024 - $10.7 million) and share-based compensation expense related to general and administration matters amounted to $45 million (2024 - $8.8 million). As at December 31, 2025, total unrecognized share-based compensation expense for RSUs was $91.5 million (December 31, 2024 - $20.5 million) which is expected to be recognized over 2.4 years. The fair value of shares vested during the year ended December 31, 2025, amounted to $24.6 million (2024 - $14.1 million).

As at December 31, 2025, an aggregate of 81,198 vested RSUs were being processed and due to be converted into common shares (December 31, 2024:128,642 units).

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, 2025, there were a total of 14,395,117 common shares reserved for issuance under the ESPP out of which 14,016,582 common shares remained available for future issuance under the ESPP. 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 aretwenty-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:

During 2025, the Company issued 39,128 common shares (2024:47,809 common shares) to its employees as part of its ESPP program. The Company recognizes share-based compensation for its ESPP based on the purchase discount, which is amortized on a straight-line basis over the purchase period. A total of $27 thousand was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2025, representing the share price purchase discount offered by the Company (2024: $37 thousand). From the amount charged in 2025, $16 thousand was recorded in exploration and evaluation expenses (2024: $19 thousand) and $11 thousand was recorded in general and administrative expenses (2024: $18 thousand).

**19.**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:

The following table presents the Company’s financial instruments, including those measured at fair value on a recurring basis and their classification within the fair value hierarchy.

**21.**Related Party Transactions

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

During the year ended December 31, 2025, the Company repaid $4.3 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (December 31, 2024: The Company drew $4.3 million from the 2024 Credit Facility and madeno repayments). For the year ended December 31, 2025, the Company incurred $0.1 million as interest expense, and $2.6 million as underutilization fees (December 31, 2024, the interest incurred amounted to $0.2 million and underutilization fees incurred amounted to $1.1 million). In 2025, the Company repaid interest amounting to $0.4 million (December 31, 2024: $25 thousand), and underutilization fees amounting to $2.8 million (December 31, 2024: $0.1 million). As of December 31, 2025, the amount payable as underutilization fees was $0.7 million and was recorded as accounts payable (Note 13).

The 2025 Registered Direct Offering included $20 million from the participation of parties related with one of the Company’s directors appointed in the Annual General Meeting held in the second quarter of 2025.

During the second quarter of 2025, the Company entered into consulting agreements with two individuals who subsequently became directors to provide strategic advisory services to the Company. The consideration for the consulting services provided by the directors was in the form of RSUs and stock options (Note 18).

During the year ended December 31, 2025, the Company incurred consulting fees of $0.3 million paid to immediate family members of management, which are included in general and administrative expenses (2024: $0.1 million). As at December 31, 2025, consulting fees payable to immediate family members of management was $57 thousand (2024: $14 thousand).

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which provides the Company with consulting services. During the year ended December 31, 2025, Robertsbridge Consultants Limited provided consulting services amounting to $5 thousand, recorded in general and administrative expenses (2024: $26 thousand). As at December 31, 2025, the amount payable to Robertsbridge Consultants Limited was $nil.

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 18 and received proceeds from investees which are detailed in Note 9.

**22.**Commitments and Contingent Liabilities

NORI Exploration Contract

As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA which included a five-year plan covering 2022 to 2026: NORI is currently implementing its approved five-year plan. NORI’s exploration contract expires on July 21, 2026. NORI submitted an application for a five-year extension that is currently under review. The cost of the proposed five-year plan of work included in NORI’s extension application is dependent on the ISA’s approval of the NORI extension. Work plans are reviewed annually by NORI, agreed with the ISA and may be subject to change depending on NORI’s progress to date.

TOML Exploration Contract

As part of the TOML Exploration Contract with the ISA, TOML submitted a periodic review report to the ISA which included a five-year plan covering 2022 to 2026: TOML is currently implementing its approved 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. TOML’s exploration contract expires on January 10, 2027. TOML is required to submit an application for extension no later than six months before the expiration of the contract. TOML intends to submit an application for a five-year extension in 2026.

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, the Republic of Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement (the “NORI Sponsorship Agreement”) formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of nodules within the NORI Contract Area of the CCZ. On May 29, 2025 the Republic of Nauru and NORI signed a revised Sponsorship Agreement, updating the terms of the Agreement signed between the parties in 2017.

The revised Sponsorship Agreement will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party or upon the assignment of NORI’s rights and the transfer of sponsorship to another sponsoring State. Under the agreement, NORI will pay the Republic of Nauru a seabed mineral recovery payment of $2 per tonne of polymetallic nodules recovered under an ISA contract, subject to annual inflation adjustment. In addition, NORI will pay an annual administration fee, initially capped at $500,000, to support the Republic’s administration of its sponsorship and regulatory oversight. The agreement also provides for potential continuity payments to the Republic with the applicable payment amounts and schedule to be determined in accordance with the terms of the agreement. During any period in which such continuity payments are made, NORI has agreed to maintain an office in Nauru and make annual investments in local presence, community initiatives and training and capacity-building programs for Nauruan nationals. In connection with the revised Sponsorship Agreement, the Company issued to the Republic of Nauru warrants to purchase common shares of the Company on terms previously disclosed.

On March 8, 2008, Tonga and TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of a proposed application to the ISA (subsequently granted) known as the TOML Area. TOML updated the sponsorship agreement with Tonga in September 2021 and again on August 4, 2025.

The revised Sponsorship Agreement between the Government of the Kingdom of Tonga, and TOML will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party. Under the agreement, the Kingdom of Tonga will continue to sponsor TOML’s seabed mineral activities in the ISA contract area. Upon commencement of commercial recovery of polymetallic nodules under an ISA contract, TOML will pay the Tonga Seabed Minerals Authority a commercial recovery payment of $2 per tonne of polymetallic nodules recovered from the contract area, subject to annual inflation adjustment. In addition, TOML will pay an annual administration fee of $90,000, which may increase by up to 5% annually, to support the administration of Tonga’s sponsorship and regulatory oversight. The agreement also provides for potential continuity benefit payments to Tonga. The applicable payment amounts and schedule will be determined in accordance with the terms of the agreement. During any period in which such continuity benefits are provided, TOML has agreed to maintain an office in Tonga and make annual investments in local presence, community initiatives and training and capacity-building programs for Tongan nationals.

Contingent Liability

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 the Company’s 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, which is currently ongoing. At this time no further court proceedings or trial date have been set. There is no assurance that the Company will be successful in its 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 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 Securities Exchange Act of 1934, as amended (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 the Company’s partnership with Low Carbon Royalties Inc. and the derecognition of the capitalized exploration contract related to NORI. The alleged misstatements and omissions pertain to our initial classification of this non-financial asset as a gain on disposition (being a sale of future revenue) and subsequent reclassification thereof as a royalty liability (and re-capitalization of the exploration contract) and the restatement of the Company’s previously issued financial statements as a result thereof for the three months ended March 31, 2023, the six months ended June 30, 2023 and the nine months ended September 30, 2023 in March 2024. The complaint purports to represent a class of shareholders who acquired the Company’s securities between May 12, 2023, and March 25, 2024, and seeks to recover compensable damages caused by the alleged wrongdoings. On February 6, 2025, the Court appointed a lead plaintiff. An amended complaint was filed on March 6, 2025. Pursuant to court-approved scheduling, the Company filed a motion to dismiss on April 10, 2025. The lead plaintiff filed an opposition on May 15, 2025, and the Company filed its reply on June 5, 2025. On June 18, 2025, the Court granted the Company’s motion to dismiss in full but granted plaintiffs leave to amend. The plaintiffs filed a Second Amended Complaint on July 2, 2025. The Company’s motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and the Company’s reply was filed by September 23, 2025. On January 20, 2026, the Court granted the Company’s motion to dismiss with prejudice, and the case was dismissed in its entirety. No appeal was filed, and the matter is now considered closed.

On January 16, 2026, American Metal Inc. and American Metal Resources LLC filed a civil claim against TMC The Metals Company Inc. and The Metals Company USA LLC in the Supreme Court of British Columbia, Vancouver Registry, captioned American Metal Inc. and American Metal Resources LLC v. TMC The Metals Company Inc. and The Metals Company USA LLC, No. S260335. The complaint alleges, among other things, breach of contract, breach of confidence and related claims arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to the NOAA. On March 3, 2026, the Company filed a response denying the material allegations and asserting a counterclaim against Robert Heydon and the plaintiffs alleging, among other things, breach of contract, breach of confidence and breach of fiduciary duty in connection with the alleged misuse of the Company’s confidential information. The litigation is in its early stages and no trial date has been set. The Company intends to vigorously defend against the claims and pursue our counterclaim. At this time, the Company is unable to estimate the potential loss, if any, associated with this matter.

**23.**Segmented Information

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and reviews financial information on a consolidated basis to allocate resources and assess performance. Accordingly, the Company operates as a single operating and reportable 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:

**24.**Income Taxes

Reconciliation of Effective Tax Rate

The Company is subject to Canadian federal statutory tax for the estimated assessable profit for the years ended December 31, 2025 at a rate of 25%. The Company has made no assessable profit during the abovementioned years.

The tax expense at statutory rates for the Company can be reconciled to the reported loss for the years 2025 and 2024 per the statement of loss and comprehensive loss as follows:

The majority (>50%) of the statutory tax impact on state and local tax expense arises from taxation in Canada, the United States and NORI:

The Company currently hasno uncertain tax positions and is therefore not reflecting any adjustments.

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

In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is provided against deferred income tax assets where it is not more likely than not that the Company will realize its benefits.

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

As at December 31, 2025, the Company had non-capital loss carry-forwards of $161.3 million that may be used to offset future taxable income.

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

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, 2025, 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, 2025, the 2025 tax year filings for the Company and its subsidiaries (where applicable) remain unfiled and have not been assessed by the relative tax authorities.

**25.**Subsequent Event

On March 25, 2026, the 2024 Lenders extended the maturity date of the 2024 Credit Facility by one year, expiring on June 30, 2027, subject to further extension to June 30, 2028 at the election of the 2024 Lenders.