TMC the metals Co Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| ExhibitNumber · Exhibit Description · Filed Herewith · Incorporated byReference Hereinfrom Form or Schedule · Filing Date · SEC File/ Reg. Number | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 3.1 | | Notice of Articles of TMC the metals company Inc. | | X | | | | | | |
| 3.2 | | Articles of TMC the metals company Inc. | | | | Form 8-K (Exhibit 3.2) | | September 15, 2021 | | 001-39281 |
| 3.3 | | Amendment to Company’s Articles, adopted May 29, 2025 | | | | Form 8-K (Exhibit 3.1) | | June 4, 2025 | | 001-39281 |
| 4.1 | | Form of Class C Common Share Purchase Warrant | | | | Form 8-K (Exhibit 4.1) | | May 12, 2025 | | 001-39281 |
| 4.2 | | Common Share Purchase Warrant, dated May 29, 2025, issued to the Government of the Republic of Nauru | | | | Form 8-K (Exhibit 4.1) | | June 4, 2025 | | 001-39281 |
| 4.3 | | Waiver to Class B Common Share Purchase Warrants, dated as of June 17, 2025 | | | | Form 8-K (Exhibit 4.1) | | June 18, 2025 | | 001-39281 |
| 4.4 | | Common Share Purchase Warrant, dated as of June 25, 2025, issued to Korea Zinc Company, Ltd. | | X | | | | | | |
| 4.5 | | Common Share Purchase Warrant, dated as of August 4, 2025, issued to The Kingdom of Tonga | | | | Form 8-K (Exhibit 4.1) | | August 4, 2025 | | 001-39281 |
| 10.1 | | Form of Securities Purchase Agreement, dated as of May 12, 2025, by and among the Company and the purchasers set forth therein | | | | Form 8-K (Exhibit 10.1) | | May 12, 2025 | | 001-39281 |
| 10.2 † | | Sponsorship Agreement, revised May 29, 2025, by and among The Republic of Nauru, The Nauru Seabed Minerals Authority and Nauru Ocean Resources Inc. | | | | Form 8-K (Exhibit 10.1) | | June 4, 2025 | | 001-39281 |
| 10.3 † | | Deed of Guarantee and Indemnity, dated May 29, 2025, by and between the Company and The Republic of Nauru | | | | Form 8-K (Exhibit 10.2) | | June 4, 2025 | | 001-39281 |
| 10.4 †† | | Services Agreement, dated June 4, 2025, by and between the Company and Michael B. Hess | | | | Form 8-K (Exhibit 10.3) | | June 4, 2025 | | 001-39281 |
| 10.5 †† | | Securities Purchase Agreement, dated as of June 16, 2025, by and between the Company and Korea Zinc Company, Ltd. | | X | | | | | | |
| 10.6 †† | | Board Observer Agreement, dated as of May 12, 2025, by and between the Company and Zachary A. Wydra | | X | | | | | | |
| 10.7 †† | | Services Agreement, dated as of June 12, 2025, by and between the Company and Alex Spiro | | X | | | | | | |
| 10.8 †† | | Board Observer Agreement, dated as of July 14, 2025, by and between the Company and Yun B. Choi | | X | | | | | | |
| 10.9 †† | | Sponsorship Agreement, dated August 4, 2025, among The Government of The Kingdom of Tonga and Tonga Offshore Mining Limited | | | | Form 8-K (Exhibit 10.1) | | August 4, 2025 | | 001-39281 |
| 10.10 | | Deed of Guarantee and Indemnity, dated August 4, 2025, by TMC the metals company Inc. in favor of The Kingdom of Tonga | | | | Form 8-K (Exhibit 10.2) | | August 4, 2025 | | 001-39281 |
| 31.1 | | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | |
| 31.2 | | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | |
| 32* | | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | |
| 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | X | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | X | | | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | X | | | | | | |
† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
†† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
- The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.
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