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Form 8-K

sec.gov

8-K — TMC the metals Co Inc.

Accession: 0001104659-26-035748

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001798562

SIC: 1000 (METAL MINING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm269884d4_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm269884d4_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm269884d4_8k.htm · Sequence: 1

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2026-03-27

2026-03-27

0001798562

TMC:RedeemablewarrantseachwholewarrantTMCCommonShareeachatanexercisepriceofdollar1150pershareMember

2026-03-27

2026-03-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 27, 2026

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

001-39281

Not Applicable

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1111 West Hastings Street, 15th Floor

Vancouver, British Columbia

(Address of principal executive

offices)

V6E 2J3

(Zip Code)

Registrant’s telephone number, including

area code: (888) 458-3420

Not

applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

TMC Common Shares without par value

TMC

The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share

TMCWW

The Nasdaq Stock Market LLC

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company x

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.

Results of Operations and Financial Condition.

On March 27, 2026, TMC

the metals company Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and full year

ended December 31, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Current

Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding

Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press

release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking

statements.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.

Description

99.1

Press Release dated March 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

TMC THE METALS COMPANY INC.

Date: March 27, 2026

By:

/s/ Craig Shesky

Name:

Craig Shesky

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm269884d4_ex99-1.htm · Sequence: 2

Exhibit 99.1

TMC Announces Fourth Quarter and

Full Year 2025 Results

NEW YORK, March. 27, 2026 — TMC

the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), a leading developer of the world’s largest

resource of critical metals essential to energy, defense, manufacturing and infrastructure, today provided a corporate update

and fourth quarter and full year financial results for the period ending December 31, 2025.

Fourth Quarter and Full Year 2025 Financial Highlights

• Total

cash of approximately $117.6 million at December 31, 2025

• $11.4

million cash used in operations for the quarter ended December 31, 2025

• Operating

loss of $44.7 million, net loss of $40.4 million and net loss per share of $0.08 for the quarter ended December 31, 2025

Exclusive Negotiations Underway for Nodule Processing &

Refining Hub in Brownsville, Texas

• Exclusive

negotiations for 1,466 acres with the Port of Brownsville

• Intended

land use is to develop an integrated nodule processing and refining facility for American

nodule industry with optionality to process other feedstocks

• Preliminary

Master Plan for a 12 Mtpa facility developed and prefeasibility study under way

• As

the only American nodule developer to have designed and tested nodule processing and refining

technology at scale, TMC USA is spearheading this potential

development along with its consortium partners

• No capital commitments made by TMC USA, and investment decision is conditional on U.S. government support

• In addition, capital-light tolling option still being fully explored in Japan

Strategic Partnership with Mariana Minerals

• Following a non-binding MOU signed in April 2025, TMC USA signed a Strategic Partnership Agreement earlier this month with

Mariana Minerals, a software-first mineral developer with operations in San Francisco, Texas and Utah

• The

initial focus of the partnership is to conduct a feasibility study for a staged development

of a nodule processing and refining facility in Brownsville, Texas, and develop AI-enabled

process controls for such a facility

Gerard Barron, Chairman & CEO, commented: “In my

time leading TMC, I’ve never felt better about our pathway to production because of our financial, strategic, and

permitting position. 2025 was a transformative year for our business — we pivoted to a clear U.S. permitting pathway, saw

strong policy support for our industry through the Administration’s Executive Order and new consolidated application

regulations from NOAA, welcomed several strategic partners and investors including Korea Zinc and the Hess family, and delivered the

world’s first Pre-Feasibility Study for an integrated polymetallic nodule project demonstrating commercial viability. We ended

the year with $162 million in liquidity including undrawn, unsecured credit facilities and expect to report around $154 million of

liquidity at March 31, 2026.

In 2025, we established a new roadmap for our company and our industry.

In 2026, we are focusing on accelerated execution. We believe our new consolidated application can deliver a commercial recovery permit

faster than had we followed a sequential process. NOAA’s determination of substantial compliance was a significant milestone. Our

next key milestones are expected to be full compliance and certification, as well as an Environmental Impact Statement for our consolidated

application.

Our confidence in our ability to secure the permit within a year is

high, so we are not waiting to move forward toward production and expect to complete our updated commercial agreement with Allseas in

the coming days.

To unleash offshore minerals, we must also solve for domestic processing

and refining—with last year’s Executive Order tasking several government agencies to explore and support domestic processing.

While we are not committing to domestic onshore capital expenditures at this time, we are exploring all available options which will include

our capital-light, tolled processing options, along with progressing the prerequisites required to unlock U.S. government support for

a domestic processing and refining hub for our industry, including site-specific planning and feasibility work.

To that end, last year we secured an

exclusive right over a potential land lease option in the Port of Brownsville, Texas, near where plans have recently been announced

supported by this Administration for the first new U.S. oil refinery in decades — underscoring the broader momentum behind

strengthening American industrial capacity. We’ve developed a preliminary master plan and a Pre-Feasibility Study is already

under way for a 12 Mtpa industry park, with the ultimate decision likely to be conditional on financial support from this

Administration. We have also partnered with Mariana Minerals to support feasibility studies and planning in Brownsville as part of our owner’s team.

Founded by a team with decades of experience from Tesla, Exxon and BASF, Mariana brings a software-driven, AI-enabled approach to

project development and metallurgical processing — reflecting the more tech-driven, capital-efficient model we believe is

required to reindustrialize processing capacity in the United States. We believe TMC is well positioned to play a leading role as

this industry moves into commercial production, both offshore and onshore.”

Operational Highlights

Exclusivity on Lease Option for Site in Brownsville, Texas

TMC USA currently holds an exclusive right of

negotiation with the Port of Brownsville on a lease and / or lease option for land sufficient

to develop a domestic nodule processing and refining ecosystem for TMC USA and other American nodule developers, with the ultimate decision

conditional on U.S. government support. The option on a 50-year lease covers a total of 1,466 acres of land at the Port

of Brownsville, in two separate land parcels (735 acres on the Brownsville Shipping Channel and an adjacent 731

acres). There is currently no financial commitment required of TMC USA.

Strategic Partnership with Mariana Minerals

On March 19, 2026, TMC signed

a Strategic Partnership Agreement with Mariana Minerals (“Mariana”) focusing on the potential development of the

nodule processing and refining facility in the Port of Brownsville as part of TMC’s owner’s team. Mariana brings an AI,

software-first approach to the permitting, construction and operation of critical mineral projects: fast-tracked capital project

execution, which enabled Tesla to build its Lithium plant in Texas in <20 months and is core to how SpaceX and other

cutting-edge businesses operate, can be even further accelerated via a software-first approach and offers a faster, more modern

pathway to re-industrialization.

Upcoming Trading of The Metals Royalty Co. (TMCR) on the Nasdaq

In April 2026, The Metals Royalty Co. is expected to begin public

trading (Nasdaq: TMCR). TMCR has a 2.0% Gross Overriding Royalty (GORR) on the NORI area from a 2023 transaction which was previously

announced. As part of the agreement, TMC was granted an equity stake currently representing ~25% ownership in TMCR. TMC retains the right

to repurchase up to 75% of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth

anniversary of the agreement. If both repurchase transactions are executed, TMCR’s remaining gross overriding royalty on the NORI

project revenue will be 0.5%. TMCR is anchored by Michael Hess (TMC board member) and Brian Paes-Braga (former DeepGreen board member)

and is related to Low Carbon Royalties (LCR) which signed an agreement with TMC in 2023.

NOAA Determines TMC USA’s Consolidated Deep-Seabed Mining

Application is in Substantial Compliance

On March 9, 2026, the National Oceanic and Atmospheric Administration

(NOAA) determined that the consolidated application by our subsidiary, TMC USA, for an exploration license and commercial recovery permit

under the Deep Seabed Hard Mineral Resources Act (DSHMRA) is in substantial compliance with the requirements of the Act and its implementing

regulations, marking a key step in the U.S. regulatory and permitting process.

TMC USA Files First Consolidated Deep-Seabed Mining Application, Increasing

Expected Commercial Recovery Permit Area to 65,000 km2

On January 22, 2026, we announced that TMC USA had submitted

a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in international

waters of the Clarion Clipperton Zone (CCZ) in the Pacific Ocean. The application represents the first consolidated exploration license

and commercial recovery permit application submitted under NOAA’s new consolidated application and review process and increases

the commercial recovery area from ~25,000 to ~65,000 km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and a

potential exploration upside of an additional 200 Mt. TMC USA was able to apply under NOAA’s new consolidated process because it

can demonstrate the scientific, technical and financial capability to pursue commercial recovery activities expeditiously.

Industry Update

TMC Welcomes NOAA Rule Modernizing Deep-Seabed Mining Permits

for U.S. Companies in the High Seas

On January 21, 2026, we welcomed the new rule issued by

NOAA updating regulations governing deep-seabed mineral exploration and commercial recovery. Final rule establishes a consolidated

application and review process under DSHMRA, allowing companies that have completed the necessary exploration, environmental, and technological

development work to rely on exploration-phase data in commercial recovery applications, reducing duplication and improving regulatory

efficiency.

U.S. and Japan to Accelerate ‘Commercially Viable Deep-Sea

Mining’

On March 19, 2026, the United States and Japan agreed upon a

new critical minerals action plan aimed at strengthening supply chain resilience, a core component of which is the acceleration of research

and development into ‘commercially viable’ deep-sea mining. TMC remains the only company to have demonstrated commercial

viability through SEC-compliant mineral reserves.

Financial Results Overview

At December 31, 2025, we held cash of approximately $117.6 million.

We believe that our total liquidity including cash and borrowing availability under our credit facility with ERAS Capital LLC and Mr. Barron,

will be sufficient to meet our working capital and capital expenditure commitments for at least the next twelve months from today.

We reported a net loss of approximately $40.4 million, or $0.08 per

share for the quarter ended December 31, 2025, compared to net loss of $16.1 million, or $0.04 per share, for the quarter ended December 31,

2024. Exploration and evaluation expenses during the quarter ended December 31, 2025 were $10.6 million compared to $8.3 million

for the quarter ended December 31, 2024. The increase in the exploration and evaluation expenses in the fourth quarter of 2025 of

$2.3 million was primarily due to an increase in share-based compensation due to the accelerated amortization of awards granted in the

third quarter of 2025, partially offset by a decrease in mining, technological and process development expenses resulting from decreased

engineering work.

General and administrative expenses were $34.1 million for the quarter

ended December 31, 2025 compared to $8.1 million for the quarter ended December 31, 2024, reflecting an increase in share-based

compensation due to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, and an increase

in legal, consulting and personnel costs.

We reported a net loss for the year ended December 31, 2025 of

$319.8 million, or $0.83 per share, compared to net loss of $81.9 million, or $0.25 per share, for the year ended December 31, 2024.

The 2025 results include an increase in the value of NORI’s royalty liability of $131 million following the release of two economic

studies in August 2025 which increased the value of the project, as well as a non-recurring charge of $38 million for the fair value of warrants

issued under revised sponsorship agreements with Nauru and Tonga signed in 2025. Exploration and evaluation expenses during the year ended

December 31, 2025 were $40.3 million compared to $50.6 million for the year ended December 31, 2024. General and administrative

expenses in 2025 were $99.8 million compared to $30.6 million in 2024. The increase in 2025 reflects additional share-based compensation

attributable to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, due to the early

vesting of the awards reflecting an increase in the Company’s share price. The higher share price resulted with an increase in fair

value of the warrants liability of $12.4 million.

Conference Call

We will hold a conference call today at 8:00 a.m. EDT to provide

an update on recent corporate developments, fourth quarter and full year 2025 financial results and upcoming milestones.

Fourth

Quarter and Full Year 2025 Conference Call Details

Date:

Friday, March 27, 2026

Time:

8:00 am EDT

Audio-only Dial-in:

Register

Here

Virtual webcast w/ slides:

Register

Here

Please register with the links above at least ten minutes prior to

the conference call. The virtual webcast will be available for replay in the ‘Investors’ tab of the Company’s website

under ‘Investors’ > ‘Media’ > ‘Events and Presentations’, approximately two hours after the

event.

About The Metals Company

The Metals Company is a developer of

lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing

and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals

we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into

the environmental and social impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.

Contacts

Media | media@metals.co

Investors | investors@metals.co

Forward Looking Statements

This press release contains “forward-looking”

statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be

identified by words such as “believes,” “could,” “expects,” “may,”

“plans,” “possible,” “potential,” “will” and variations of these words or similar

expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release

include, but are not limited to, statements with respect to the Company’s strategy to pursue commercial recovery of seafloor

polymetallic nodules under the U.S. regulatory regime; the outcome and timing of regulatory reviews of its applications submitted

pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (DSHMRA); the progression of the Company’s applications through

NOAA’s certification process and expected review timelines; the expected use of proceeds from the Company’s 2025

financings and other capital sources; the timing and success of environmental assessments, feasibility studies, technical and

processing trials; the potential economic outcomes described in the Company’s Pre-Feasibility Study and Initial Assessment;;

the belief that our cash balance will be sufficient to meet our working capital and capital expenditure commitments for at least the

next twelve months from the date of this press release; the Company’s operational and financial plans, including the potential

development of a commercial-scale offshore nodule collection system and related onshore processing facilities; and the

Company’s plans relating to downstream logistics, processing and refining, including site selection and development activities

in Brownsville, Texas, and engagement with third-party partners. The Company may not actually achieve the plans, intentions or

expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking

statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these

forward-looking statements as a result of various factors, including, among other things: the outcome and timing of regulatory

reviews by NOAA under DSHMRA; the ability to obtain an exploitation contract from the ISA or permits from the U.S. government; risks

related to the Company’s dual-path permitting strategy; changes in environmental, mining and other applicable laws and

regulations; the timing and results of environmental assessments and technical studies; the development, testing and scaling of

offshore collection systems; risks related to strategic partnerships and technology sharing; uncertainties relating to processing

nodules at commercial scale; metals price volatility; the sufficiency of the Company’s cash and ability to secure additional

financing on acceptable terms or at all; dependence on third parties, including Allseas Group S.A. and PAMCO, including the ability

to successfully finalize, execute and perform under definitive agreements with such parties on expected terms or at all; the outcome of

any pending or future litigation; and other risks and uncertainties described in greater detail in the section entitled “Risk

Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S.

Securities and Exchange Commission (SEC) on March 27, 2025, and in subsequent Quarterly Reports on Form 10-Q and Current

Reports on Form 8-K filed with the SEC, including the Company’s Quarterly Reports on Form 10-Q for the quarter ended

March 31, 2025 filed on May 14, 2025, and for the quarter ended June 30, 2025 filed on August 14, 2025. Any

forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any

obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed

circumstances or otherwise, except as otherwise required by law.

FINANCIAL INFORMATION

TMC the metals company Inc.

Consolidated Balance Sheets

(in thousands of US Dollars, except share amounts)

(Unaudited)

As at

December 31,

2025

As at

December 31,

2024

ASSETS

Current

Cash

$ 117,633

$ 3,480

Receivables and prepayments

3,049

1,851

120,682

5,331

Non-current

Exploration assets

42,951

42,951

Right of use asset

1,907

3,814

Equipment

519

771

Software

2,125

1,928

Investments

13,447

8,203

60,949

57,667

TOTAL ASSETS

$ 181,631

$ 62,998

LIABILITIES

Current

Accounts payable and accrued liabilities

46,048

42,754

Short-term debt

-

11,775

Warrants liability

13,351

-

59,399

54,529

Non-current

Deferred tax liability

10,675

10,675

Royalty liability

145,000

14,000

Warrants liability

-

912

155,675

25,587

TOTAL LIABILITIES

$ 215,074

$ 80,116

EQUITY

Common shares (unlimited shares, no par value – issued: 422,966,333 (December 31, 2024 – 340,708,460))

681,343

477,217

Additional paid in capital

237,696

138,303

Accumulated other comprehensive loss

(1,203 )

(1,203 )

Deficit

(951,279 )

(631,435 )

TOTAL EQUITY

(33,443 )

(17,118 )

TOTAL LIABILITIES AND EQUITY

$ 181,631

$ 62,998

TMC the metals company Inc.

Consolidated Statements of Loss and Comprehensive Loss

(in thousands of US Dollars, except share and per share amounts)

(Unaudited)

For the year ended

December 31,

2025

For the year ended

December 31,

2024

Operating expenses

Exploration and evaluation expenses

$ 40,282

$ 50,643

General and administrative expenses

99,772

30,644

Operating loss

140,054

81,287

Other items

Nauru and Tonga warrant costs

38,056

-

Change in fair value of royalty liability

131,000

-

Equity-accounted investment loss (gain)

(287 )

226

Gains on dilutions of investment

(5,649 )

-

Loss on termination of contract

-

199

Change in fair value of warrant liability

12,439

(1,057 )

Foreign exchange loss (gain)

3,665

(1,186 )

Interest income

(2,793 )

(176 )

Fees and interest on borrowings and credit facilities

3,215

2,602

Loss and comprehensive loss for the year, before tax

$ 319,700

$ 81,895

Tax Expense

144

48

Loss and comprehensive loss for the year

$ 319,844

$ 81,943

Loss per share

- Basic and diluted

$ 0.83

$ 0.25

Weighted average number of common shares outstanding

– basic and diluted

384,512,470

321,875,050

TMC the metals company Inc.

Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

(Unaudited)

Common Shares

Additional

Paid in

Accumulated

Other

Comprehensive

For the year ended December 31, 2025

Shares

Amount

Capital

Loss

Deficit

Total

January 1, 2025

340,708,460

$ 477,217

$ 138,303

$ (1,203 )

$ (631,435 )

$ (17,118 )

Issuance of shares and warrants to Korea Zinc

19,623,376

71,686

13,432

-

-

85,118

Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses

12,333,333

24,149

12,548

-

-

36,697

Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses

5,000,000

2,237

2,763

-

-

5,000

Shares issued from At-the-Market Equity Distribution Agreement

7,542,996

14,784

-

-

-

14,784

Exercise of Class A warrants

1,913,270

5,539

(1,712 )

-

-

3,827

Exercise of Class B warrants

8,433,096

17,024

(7,224 )

-

-

9,800

Exercise of Class C warrants

2,330,000

12,838

(2,353 )

-

-

10,485

Conversion of restricted share units, net of shares withheld for taxes

20,296,128

41,355

(41,355 )

-

-

-

Exercise of stock options

4,746,546

14,423

(11,410 )

-

-

3,013

Share purchase under Employee Stock Purchase Plan

39,128

91

(24 )

-

-

67

Nauru and Tonga warrant cost

-

-

38,056

-

-

38,056

Share-based compensation and expenses settled with equity

-

-

96,672

-

-

96,672

Loss for the period

-

-

-

-

(319,844 )

(319,844 )

December 31, 2025

422,966,333

$ 681,343

$ 237,696

$ (1,203 )

$ (951,279 )

$ (33,443 )

Common Shares

Additional

Paid in

Accumulated

Other

Comprehensive

For the year ended December 31, 2024

Shares

Amount

Capital

Loss

Deficit

Total

January 1, 2024

306,558,710

$

438,239

$

122,797

$

(1,216

)

$

(548,902

)

$

10,918

Shares and warrants issued under 2024 Registered Direct Offering, net of expenses

19,400,000

17,190

6,023

-

-

23,213

Adjustment to Class A warrant

-

-

590

-

(590

)

-

Conversion of restricted share units, net of shares withheld for taxes

10,734,581

14,954

(14,954

)

-

-

-

Shares issued as per At-the-Market Equity Distribution Agreement

3,251,588

4,866

-

-

-

4,866

Exercise of stock options

715,772

1,891

(1,428

)

-

-

463

Share purchase under Employee Stock Purchase Plan

47,809

77

(38

)

-

-

39

Share-based compensation and expenses settled with equity

-

-

25,313

-

-

25,313

Foreign currency translation adjustment

-

-

-

13

-

13

Loss for the year

-

-

-

-

(81,943

)

(81,943

)

December 31, 2024

340,708,460

$

477,217

$

138,303

$

(1,203

)

$

(631,435

)

$

(17,118

)

TMC the metals company

Inc.

Consolidated Statements of Cash Flows

(in thousands of US Dollars)

(Unaudited)

For the year ended December 31,

2025

2024

Cash provided by (used in)

Operating activities

Loss for the year

$ (319,844 )

$ (81,943 )

Items not affecting cash:

Nauru and Tonga warrant costs

38,056

-

Amortization

252

362

Lease expense

1,907

1,907

Accrued interest on credit facilities

-

416

Share-based compensation and expenses settled with equity

96,672

25,313

Equity-accounted investment loss (gain)

(287 )

226

Gain on dilution of investment

(5,649 )

-

Change in fair value of royalty liability

131,000

-

Change in fair value of warrants liability

12,439

(1,057 )

Loss on termination of contract

-

199

Unrealized foreign exchange

3,483

(1,222 )

Interest paid on amounts drawn from credit facilities and short-term debt

(823 )

(73 )

Corporate income taxes paid during the year

(93 )

(34 )

Changes in working capital:

Receivables and prepayments

(1,198 )

127

Accounts payable and accrued liabilities

1,234

12,311

Net cash used in operating activities

(42,851 )

(43,468 )

Investing activities

Proceeds from investee distribution

692

-

Acquisition of equipment and software

(245 )

(515 )

Net cash provided by (used in) investing activities

447

(515 )

Financing activities

Proceeds from Korea Zinc Private Placement

85,118

-

Proceeds from Registered Direct Offerings

42,000

23,900

Expenses paid for Registered Direct Offerings

(734 )

(357 )

Proceeds from Shares issued from At-the-Market Equity Distribution Agreement

14,784

4,866

Proceeds from exercise of Class A warrants

3,827

-

Proceeds from exercise of Class B warrants

9,800

-

Proceeds from exercise of Class C warrants

10,485

-

Proceeds from drawdown of Credit Facilities

-

4,275

Repayment of drawn amount on credit facilities

(4,275 )

-

Proceeds from Drawdown of Allseas Short-Term Debt

-

2,000

Repayment of Allseas Short-Term Debt

-

(2,000 )

Proceeds from drawdown of Allseas Working Capital Loan Agreement

-

7,500

Repayment of Allseas Working Capital Loan

(7,500 )

-

Proceeds from Employee Stock Purchase Plan

67

39

Proceeds from exercise of stock options

3,013

463

Net cash provided by financing activities

156,585

40,686

Increase/(Decrease) in cash

$ 114,181

$ (3,297 )

Impact of exchange rate changes on cash

(28 )

(65 )

Cash - beginning of year

3,480

6,842

Cash - end of year

$ 117,633

$ 3,480

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