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What changed in TMC the metals Co Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TMC the metals Co Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+999 added−915 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-27)

Top changes in TMC the metals Co Inc.'s 2025 10-K

999 paragraphs added · 915 removed · 532 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

169 edited+210 added−157 removed57 unchanged
Biggest changeBoth of these contract areas are in the exploration stage. ​ 25 Table of Contents Summary Mineral Resources, In-Situ, at end of the fiscal year ended December 31, 2024 at 4kg/m 2 abundance cut-off and based on nickel metal $16,472/t; copper metal $6,872/t; cobalt metal $46,333/t; manganese in manganese silicate $4.50/dmtu Mn. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Measured + ​ ​ ​ ​ ​ ​ Measured mineral ​ Indicated mineral ​ indicated mineral ​ Inferred mineral ​ resources ​ resources ​ resources ​ resources ​ Million ​ Million ​ Million ​ Million ​ ​ ​ tonnes ​ Grades ​ tonnes ​ Grades ​ tonnes ​ Grades ​ tonnes ​ Grades ​ ​ (wet) ​ (%) ​ (wet) ​ (%) ​ (wet) ​ (%) ​ (wet) ​ (%) Ni ​ ​ ​ ​ ​ ​ ​ ​ NORI ​ ​ ​ ​ ​ ​ ​ ​ NORI Area A ​ — ​ — — — — — 72 1.35 NORI Area B ​ — ​ — — — — — 36 1.43 NORI Area C ​ — ​ — — — — — 402 1.26 NORI Area D 4 1.42 341 1.40 345 1.40 11 1.38 TOML (Areas A to F) 2.6 1.33 69.6 1.35 72.2 1.35 696 1.29 Total 6.6 1.38 410.6 1.39 417.2 1.39 1,217 1.29 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cu NORI NORI Area A ​ — ​ — — — — — 72 1.06 NORI Area B ​ — ​ — — — — — 36 1.13 NORI Area C ​ — ​ — — — — — 402 1.03 NORI Area D 4 1.16 341 1.14 345 1.14 11 1.14 TOML (Areas A to F) 2.6 1.05 69.6 1.18 72.2 1.18 696 1.14 Total 6.6 1.12 410.6 1.15 417.2 1.15 1,217 1.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Co NORI NORI Area A ​ — ​ — — — — — 72 0.22 NORI Area B ​ — ​ — — — — — 36 0.25 NORI Area C ​ — ​ — — — — — 402 0.21 NORI Area D 4 0.13 341 0.14 345 0.14 11 0.12 TOML (Areas A to F) 2.6 0.23 69.6 0.21 72.2 0.21 696 0.20 Total 6.6 0.17 410.6 0.15 417.2 0.15 1,217 0.21 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mn NORI NORI Area A ​ — ​ — — — — — 72 28.0 NORI Area B ​ — ​ — — — — — 36 28.9 NORI Area C ​ — ​ — — — — — 402 28.3 NORI Area D 4 32.2 341 31.2 345 31.2 11 31.0 TOML (Areas A to F) 2.6 27.6 69.6 30.3 72.2 30.2 402 29.0 Total 6.6 30.4 410.6 31.0 417.2 31.0 923 28.6 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Biggest changeThese resources are supported by the NORI-D PFS and the TOML and NORI IA. ​ Summary Mineral Resources (exclusive of mineral reserves), In-Situ, at end of the fiscal year ended December 31, 2025 at 4kg/m 2 abundance cut-off and based on nickel metal 20,295/t ($21,633/t nickel sulfate); copper metal 11,440/t; cobalt metal 56,117/t ($55,198/t cobalt sulfate); manganese in manganese silicate $5.46/dmtu Mn. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Measured + ​ ​ ​ ​ ​ ​ Measured mineral ​ Indicated mineral ​ indicated mineral ​ Inferred mineral ​ ​ ​ ​ resources ​ resources ​ resources ​ resources ​ ​ ​ ​ Million ​ ​ ​ ​ ​ ​ ​ Million ​ ​ ​ ​ ​ ​ ​ Million ​ ​ ​ ​ ​ ​ ​ Million ​ ​ ​ ​ ​ ​ tonnes ​ Grades ​ tonnes ​ Grades ​ tonnes ​ Grades ​ tonnes ​ Grades ​ ​ (wet) ​ (%) ​ (wet) ​ (%) ​ (wet) ​ (%) ​ (wet) ​ (%) Ni ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI Area A ​ — ​ — — — — — 72 1.35 NORI Area B ​ — ​ — — — — — 36 1.43 NORI Area C ​ — ​ — — — — — 402 1.26 NORI Area D ​ 4 1.4 261 1.4 265 1.4 10 1.4 TOML (Areas A to F) ​ 3 1.33 70 1.3 73 1.3 696 1.3 Total ​ 7 1.4 331 1.4 338 1.4 1,216 1.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cu ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI Area A ​ — ​ — — — — — 72 1.06 NORI Area B ​ — ​ — — — — — 36 1.13 NORI Area C ​ — ​ — — — — — 402 1.03 NORI Area D ​ 4 1.2 261 1.1 265 1.1 10 1.1 TOML (Areas A to F) ​ 3 1.0 70 1.2 73 1.2 696 1.1 Total ​ 7 1.1 331 1.1 338 1.1 1,216 1.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Co ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI Area A ​ — ​ — — — — — 72 0.22 NORI Area B ​ — ​ — — — — — 36 0.25 NORI Area C ​ — ​ — — — — — 402 0.21 NORI Area D ​ 4 0.13 261 0.14 265 0.14 10 0.12 TOML (Areas A to F) ​ 3 0.2 70 0.2 73 0.2 696 0.2 Total ​ 7 0.16 331 0.15 338 0.15 1,216 0.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mn ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI ​ ​ ​ ​ ​ ​ ​ ​ ​ NORI Area A ​ — ​ — — — — — 72 28 NORI Area B ​ — ​ — — — — — 36 28.9 NORI Area C ​ — ​ — — — — — 402 28.3 NORI Area D ​ 4 32 261 31 265 31.2 10 31 TOML (Areas A to F) ​ 3 27.6 70 30.3 73 30.2 696 29 Total ​ 7 30.1 331 30.9 338 31.0 1,216 28.7 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Mining and, to a greater extent, processing of these metals are concentrated in or controlled by China. China is the largest producer of refined manganese, cobalt, and copper; while China is the second largest producer of refined nickel, it has substantial control of nickel processing in Indonesia, today’s leading global nickel supplier.
Mining and, to a greater extent, processing of these metals are concentrated in or controlled by China. China is the largest producer of refined manganese, cobalt, and copper; while it is the second largest producer of refined nickel, it has substantial control of nickel processing in Indonesia, today’s leading global nickel supplier.
The NORI Exploration Contract In July 2011, our wholly-owned subsidiary, NORI, was granted a polymetallic nodule exploration contract by the ISA, providing it exclusive rights to explore 74,830 square kilometers in the CCZ pursuant to the NORI Exploration Contract (“NORI Exploration Contract”).
The NORI ISA Exploration Contract In July 2011, our wholly-owned subsidiary, NORI, was granted a polymetallic nodule exploration contract by the ISA, providing it exclusive rights to explore 74,830 square kilometers in the CCZ pursuant to the NORI Exploration Contract (“NORI Exploration Contract”).
Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor.
Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor.
NORI. NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 square kilometers in the CCZ that were granted by the ISA in July 2011. NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011.
NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 square kilometers in the CCZ that were granted by the ISA in July 2011. NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by Nauru on April 11, 2011.
The Council has two advisory bodies: the Legal Technical Commission (“LTC”) (41 members), which advises the Council on matters relating to the exploration and collection of non-living marine resources, such as polymetallic nodules, polymetallic sulphides and cobalt-rich ferromanganese crusts, and the Finance Committee (15 members), which deals with budgetary and related matters.
The Council has two advisory subsidiary bodies: the Legal Technical Commission (“LTC”) (41 members), which advises the Council on matters relating to the exploration and collection of non-living marine resources, such as polymetallic nodules, polymetallic sulphides and cobalt-rich ferromanganese crusts, and the Finance Committee (15 members), which deals with budgetary and related matters.
NORI is sponsored to carry out its mineral exploration activities in the CCZ by Nauru, pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011. Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS.
The NORI Sponsorship Agreement NORI is sponsored to carry out its mineral exploration activities in the CCZ by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011. Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS.
The ISA Council may suspend or terminate the TOML Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events occur: ● if, in spite of written warnings by the ISA, TOML has conducted its activities in such a way that results in serious persistent and willful violations of the fundamental terms of this contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA: to this point, TOML is compliant and has never received a written warning from the ISA; ● if TOML has failed to comply with a final binding decision of the dispute settlement body applicable to it; ● if TOML becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary; or ● petitions or applies to any tribunal for the appointment of a receiver or a trustee for itself or commences any proceedings relating to bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.
The ISA Council may suspend or terminate the TOML Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events occur: ● if, in spite of written warnings by the ISA, TOML has conducted its activities in such a way that results in serious persistent and willful violations of the fundamental terms of this contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA: to this point, TOML is compliant and has never received a written warning from the ISA; 48 Table of Contents ● if TOML has failed to comply with a final binding decision of the dispute settlement body applicable to it; ● if TOML becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary; or ● petitions or applies to any tribunal for the appointment of a receiver or a trustee for itself or commences any proceedings relating to bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.
An LCA white paper examining a comprehensive set of impacts was commissioned by us and co-authored by certain of our executive officers in 2018 and reviewed by subject matter specialists and published on our website in April 2020; an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020; an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on our NORI Area D project was conducted by Benchmark Minerals Intelligence (“Benchmark”) and released in March 2023.
An LCA white paper examining a comprehensive set of impacts was commissioned by us and co-authored by certain of our executive officers in 2018 and reviewed by subject matter specialists and published on our website in April 2020; an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020; an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on our NORI Area D project was conducted by Benchmark Minerals and released in March 2023.
Consistent with NORI’s rights under the UNCLOS, and the 1994 Agreement relating to the Implementation of Part XI of UNCLOS (the Agreement), NORI reserves its right to submit an application for a plan of work for exploitation, which will be included as part of the application for an exploitation contract, prior to the ISA’s provisional adoption and approval of the exploitation regulations, the possibility of which was recognized in the ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25, and to have that application considered and provisionally approved pursuant to Section 1, Paragraph 15 of the Annex to the Agreement.
Consistent with NORI’s rights under the UNCLOS, and the 1994 Implementation Agreement, NORI reserves its right to submit an application for a plan of work for exploitation, which will be included as part of the application for an exploitation contract, prior to the ISA’s provisional adoption and approval of the exploitation regulations, the possibility of which was recognized in the ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25, and to have that application considered and provisionally approved pursuant to Section 1, Paragraph 15 of the Annex to the 1994 Implementation Agreement.
The ISA Council may suspend or terminate the NORI Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur: ● if, in spite of written warnings by the ISA, NORI has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of the NORI Exploration Contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA: to this point, NORI is compliant and has never received a written warning from the ISA; 36 Table of Contents ● if NORI has failed to comply with a final binding decision of the dispute settlement body applicable to it; or ● if NORI becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary, or petitions or applies to any tribunal for the appointment of a receiver or a trustee or receiver for itself or commences any proceedings relating to itself under any bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.
The ISA Council may suspend or terminate the NORI Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur: ● if, in spite of written warnings by the ISA, NORI has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of the NORI Exploration Contract, Part XI of UNCLOS, the 1994 Implementation Agreement and the rules, regulations and procedures of the ISA: to this point, NORI is compliant and has never received a written warning from the ISA; ● if NORI has failed to comply with a final binding decision of the dispute settlement body applicable to it; or ● if NORI becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary, or petitions or applies to any tribunal for the appointment of a receiver or a trustee or receiver for itself or commences any proceedings relating to itself under any bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.
Another research paper on seafloor sediment plumes published by MIT and the Scripps Institution of Oceanography in September 2022 found that 92-98% of benthic plume generated from the pilot nodule collector vehicle rose only two meters above the seafloor and settled locally within 10s to 100s of meters from the source of the disturbance, another result that was confirmed by the results of the collector test completed by NORI in 2022 on the NORI Area D property.
A research paper on seafloor sediment plumes published by MIT and the Scripps Institution of Oceanography in September 2022 found that 92-98% of benthic plume generated from the pilot nodule collector vehicle rose only two meters above the seafloor and settled locally within 10s to 100s of meters from the source of the disturbance, a result that was confirmed by the results of the collector test completed by NORI in 2022 on the NORI Area D property.
During exploration, NORI is required to, among other things: ● implement the agreed plan of work; ● submit an annual report to the ISA; ● meet certain performance and expenditure commitments; ● pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract; ● implement training programs for personnel of the ISA and developing countries in accordance with an approved training program; ● take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ; ● maintain appropriate insurance policies; ● establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment; and ● establish and implement a program to monitor and report on such effects.
During exploration, NORI is required to, among other things: ● implement the agreed plan of work; ● submit an annual report to the ISA; ● meet certain performance and expenditure commitments; ● pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract; ● implement training programs for personnel of the ISA and developing countries in accordance with an approved training program; ● take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ; ● maintain appropriate insurance policies; 46 Table of Contents ● establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment; and ● establish and implement a program to monitor and report on such effects.
In 2022, we undertook the collector test monitoring campaigns which included completion of pre-collector test baseline data collection, monitoring of the collector test and completion of post collection surveys to determine the immediate impact to the environment of the collector.
In 2022, we undertook the collector test monitoring campaigns which included completion of pre-collector test baseline data collection, monitoring of the collector test and completion of post collection surveys to determine the immediate impact to the environment of the collector vehicle.
The results showed that the plume behaves as a density current with most material staying within 2 meters of the seafloor and most material settling within 1 kilometer from the source.
The results showed that the benthic plume behaves as a density current with most material staying within 2 meters of the seafloor and settling within 1 kilometer from the source.
There can be no assurance that we will enter into a definitive strategic alliance with PAMCO in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that if a definitive strategic alliance are entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.
There can be no assurance that we will enter into a definitive strategic alliance with PAMCO in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that if a definitive strategic alliance is entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.
Disturbance of the seafloor by nodule collector vehicles is expected to disturb (mostly microbial) organisms living in and on the sediments.
Disturbance of the seafloor by nodule collector vehicles is expected to also disturb (mostly microbial) organisms living in and on the sediments.
For Project One, we believe that a fleet of four production vessels, each with multiple dedicated nodule collector vehicles, could be estimated to produce approximately 12 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.
We believe that a fleet of four production vessels, each with multiple dedicated nodule collector vehicles, could be estimated to produce approximately 12 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.
Less than 10% of entrained sediment that will likely evade separation inside the collector vehicle will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules are dewatered and residual water, sediment and nodules fines will be returned at greater than 2,000 meters in the water column below the highly productive photic zone and the measured lower limit of diel vertical migration of zooplankton in the pelagic zone.
Less than 10% of entrained sediment that will likely evade separation inside the collector vehicle will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules are dewatered and residual water, sediment and nodules fines will be returned at a depth of 2,000 meters in the water column below the highly productive photic zone and the measured lower limit of diel vertical migration of zooplankton in the pelagic zone.
No commercial polymetallic nodule collection operations have started anywhere in the world. Currently, exploration activities undertaken are aimed at gathering the necessary information on the location, quality and quantity of the minerals of the seabed as well as collecting the necessary environmental and social baseline information.
No commercial polymetallic nodule collection operations have started anywhere in the world. Currently, ISA exploration activities are aimed at gathering the necessary information on the location, quality and quantity of the minerals of the seabed as well as collecting the necessary environmental and social baseline information.
In 2024, we relied on the EHS programs of our partners Allseas and an offshore support service provider to conduct our operations in a safe manner and in compliance with applicable safety laws, rules and regulations.
We also relied on the EHS programs of our partners Allseas and an offshore support service provider to conduct our operations in a safe manner and in compliance with applicable safety laws, rules and regulations.
The pyrometallurgical processing phases at bench and pilot scales have been completed at KLM, FLSmidth and XPS facilities. A bench scale hydrometallurgical program was completed in 2024 at SGS facilities in Lakefield, Ontario.
The pyrometallurgical processing phases at bench and pilot scales have been completed at KPM, FLSmidth and XPS facilities. A bench scale hydrometallurgical program was completed in 2024 at SGS facilities in Lakefield, Ontario.
Our mission is to build a carefully managed, shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rising demand.
Our mission is to build a carefully managed, shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. We believe significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.
Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts is the central focus of our offshore ESIA program currently being undertaken in partnership with some of the world’s leading deep-sea research institutions. Nodule removal will impact species that depend on the hard nodule substrate for attachment.
Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts was the central focus of our offshore ESIA program undertaken in partnership with some of the world’s leading deep-sea research institutions. Nodule removal will impact species that depend on the hard nodule substrate for attachment.
For example, recent research by NORI indicates that sediment-covered nodules left behind after collection activities ceased were exposed and became available as a source of hard-substrate habitat within 12 months. The effectiveness of these strategies in supporting self-sustaining populations of nodule-obligate fauna after nodule collection will be the focus of long-term monitoring studies in the future.
For example, recent research in NORI Area D indicates that sediment-covered nodules left behind after pilot collection activities ceased were exposed and became available as a source of hard-substrate habitat within just 12 months. The effectiveness of these strategies in supporting self-sustaining populations of nodule-obligate fauna after nodule collection will be the focus of future long-term monitoring studies.
Impact severity will depend on the depth of sediment disturbance (expected to be approximately 3-5 centimeters based on modelling, laboratory tests, and recent collector tests completed in the CCZ by our subsidiary NORI and two other nodule contract-holders, Belgium’s Global Sea Mineral Resources NV (GSR) and the German’s BGR) and the impact this disturbance has on benthic ecosystem function.
Impact severity will depend on the depth of sediment disturbance expected to be approximately 3-5 centimeters based on modelling, laboratory tests, and recent collector tests completed in the CCZ by our subsidiary NORI and two other nodule contract-holders, Belgium’s Global Sea Mineral Resources NV (GSR) and the German’s Federal Institute for Geosciences and Natural Resources (BGR) and the impact this disturbance has on benthic ecosystem function.
The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting 37 Table of Contents plans of work for collection of the same area and resources.
The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting plans of work for collection of the same area and resources.
Pursuant to an engineering and consulting services agreement, Hatch provided support and technical advice during the development of the pilot test program, including analyzing and interpreting the testing results through reports provided by the testing service providers. We expect that the processing of the polymetallic nodules from the NORI Contract Area would also be ramped up in phases.
Pursuant to an engineering and consulting services agreement, Hatch provided support and technical advice during the development of the pilot test program, including analyzing and interpreting the testing results through reports provided by the testing service providers. We expect that the processing of the polymetallic nodules from the TMC USA-A area would also be ramped up in phases.
If the ISA Council has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending, the ISA shall nonetheless consider and provisionally approve such a plan of work for exploitation based on: (i) the provisions of the UNCLOS; (ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the Agreement relating to the Implementation of Part XI, including the principle of non-discrimination among contractors.
Pursuant to Section 1, paragraph 15(c) of the 1994 Implementation Agreement, if the ISA Council has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending, the ISA shall nonetheless consider and provisionally approve such a plan of work for exploitation based on: (i) the provisions of the UNCLOS; (ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the Agreement relating to the Implementation of Part XI, including the principle of non-discrimination among contractors.
This is less than 1% of the estimated 4,900,000 square kilometers of the seafloor currently impacted every year by trawling operations that take place primarily in highly productive coastal waters. ​ ​ Potential future commercial-scale nodule collection operations in the CCZ are likely to disturb marine wildlife in the operating area.
This is less than 1% of the estimated 4,900,000 square kilometers of the seafloor currently impacted every year by trawling operations that take place primarily in highly productive coastal waters. ​ Potential future commercial-scale nodule collection operations in the CCZ are likely to disturb marine wildlife in the directly mined areas.
Potential impacts from the mid-water sediment plume could include clogging of the delicate respiratory and filter feeding structures of pelagic zooplankton species, such as jellyfish and krill. However, the mid-water discharge has been shown by the collector test to have very low solid particle concentration and to dilute to close to background levels within minutes.
Potential impacts from the mid-water sediment plume could include clogging of the delicate respiratory and filter-feeding structures of pelagic zooplankton species, such as jellyfish and krill. However, the mid-water discharge has been shown by the collector test to have very low solid particle concentration and quickly dilutes to close to background levels.
The monitoring was undertaken using the Island Pride , a vessel contracted from Ocean Infinity Group Limited, deploying 2 remotely operated vehicles (“ROVs”), 3 autonomous underwater vehicles (“AUVs”) and an array of more than 50 seafloor sensors, supervised by multiple teams of scientists and sediment plume expert consultants, DHI Water and Environment Inc. and HR Wallingford who conducted a sound assessment.
The monitoring was undertaken using the Island Pride , a vessel contracted from Ocean Infinity Group Limited, deploying two remotely operated vehicles (“ROVs”), three autonomous underwater vehicles (“AUVs”) and an array of more than 50 seafloor sensors, supervised by multiple teams of scientists and sediment plume expert consultants, DHI Water and Environment Inc. and HR Wallingford who conducted a noise assessment.
The TOML Sponsorship Agreement 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.
The TOML Sponsorship Agreement 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.
Item 1. BUSINESS Overview We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), approximately 1,500 miles (or 2,400 kilometers) south-west of San Diego, California.
Item 1. BUSINESS Overview We are 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 (“CCZ”), approximately 1,500 miles (or 2,400 kilometers) south-west of San Diego, California.
Recent research suggests that carbon (food) availability is likely to be a more significant limiting factor to the ecosystem’s capacity to support nodule obligate fauna populations than hard-substrate habitat availability. 15 Table of Contents Therefore, we believe strategies such as leaving behind partial nodule cover and setting aside no-take areas to aid recruitment and recovery of nodule-dependent species in impacted areas look to be promising mitigation strategies.
Recent research suggests that carbon (food) availability is likely to be a more significant limiting factor to the ecosystem’s capacity to support nodule-obligate fauna populations than hard-substrate habitat availability. 24 Table of Contents We believe that strategies such as leaving behind partial nodule cover and setting aside no-take areas to aid recruitment and recovery of nodule-dependent species in impacted areas are promising mitigation strategies that will be investigated.
In so doing, the ISA has the mandate to regulate all mineral related activities in the Area for the benefit of humankind and ensure the effective protection of the marine environment from harmful effects that may arise from deep-seabed related activities. The ISA is comprised of UNCLOS signatories, 169 Member States, and the European Union.
In so doing, the ISA has the mandate to regulate all mineral related activities in the Area for the benefit of humankind and ensure the effective protection of the marine environment from harmful effects that may arise from deep-seabed related activities. The ISA is comprised of UNCLOS State Parties, 171 Member States, and the European Union.
We have completed studies baselining wildlife and ecosystem function, piloting the nodule collection system and assessing impacts arising from the use of this system immediately following the collector test and 12 months after the collector test. In total, almost 1 petabyte of environmental data has been collected and processed.
We have completed studies baselining wildlife and ecosystem function, piloting the nodule collection system, and assessing impacts arising from the use of this system immediately following the collector test and 12 months after the collector test in NORI Area D. In total, over 1 petabyte of environmental data has been collected and processed.
Some of our competitors may equally find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.
Some of our competitors may equally find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate. Laws and Regulations U.S.
We are collaborating with some of the world’s leading researchers to conduct environmental baseline and collection impact studies to design plans that could mitigate marine impacts of nodule collection through collection system design and adaptive management systems. 14 Table of Contents If the entire CCZ area currently under exploration (1.28 million square kilometers) were to be exploited over a 30-year period (which we believe is unlikely), these nodule collection operations would impact 42,500 square kilometers of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life).
We are collaborating with some of the world’s leading researchers to conduct environmental baseline and collection impact studies to design plans that could mitigate marine impacts of nodule collection through collection system design and adaptive management systems. 23 Table of Contents If the entire CCZ area currently under exploration under the ISA regulatory regime (1.24 million square kilometers) were to be exploited over a 30-year period (which we believe is extremely unlikely), these nodule collection operations would impact 41,500 square kilometers of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life).
Please see the section entitled “ Risk Factors ” for additional information on the risks associated with our intellectual property strategy and portfolio. Human Capital As of December 31, 2024, we employed forty-seven (47) employees and contractors. None of our staff are covered by collective bargaining agreements. Attracting Talent .
Please see the section entitled “ Risk Factors ” for additional information on the risks associated with our intellectual property strategy and portfolio. Human Capital As of December 31, 2025, we employed forty-eight (48) employees and contractors. None of our staff are covered by collective bargaining agreements. Attracting Talent .
All parties to UNCLOS are members of the ISA. Two principal entities establish the policies and govern the work of the ISA: the Assembly, where all 170 members are represented (the “Assembly”), and a 36-member council elected by the Assembly (the “Council”).
All parties to UNCLOS are members of the ISA. Two principal organs establish the policies and govern the work of the ISA: the Assembly, where all 172 members are represented (the “Assembly”), and a 36-member council elected by the Assembly (the “Council”).
For comparison, only approximately 8.2% of global oceans are protected today and the global target agreed in the High Seas Treaty in March 2023 is to protect 30% of the oceans by 2030.
For comparison, only approximately 9.75% of global oceans are protected today and the global target agreed in the High Seas Treaty in March 2023 is to protect 30% of the oceans by 2030.
In both Indonesia and the Democratic Republic of the Congo (the “DRC”), which are the world’s largest producers of nickel and cobalt respectively, the extraction of metal ores through open pit mines requires the complete removal of overlying ecosystems and contained carbon sinks, in turn eliminating the carbon sequestration.
In both Indonesia and the DRC, which are the world’s largest producers of nickel and cobalt respectively, the extraction of metal ores through open pit mines requires the complete removal of overlying ecosystems and contained carbon sinks, in turn eliminating the carbon sequestration.
To date, the ISA has issued the following regulations ( https://www.isa.org.jm/mining-code/Regulations ): ● The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013; the Regulations). ● The Regulations on Prospecting and Exploration for Polymetallic Sulphides (adopted May 7, 2010). ● The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (July 2012).
To date, the ISA has issued the following regulations (https://isa.org.jm/the-mining-code/exploration-regulations/ ): ● The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013 and 2014; the Regulations). 43 Table of Contents ● The Regulations on Prospecting and Exploration for Polymetallic Sulphides (adopted May 7, 2010). ● The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (adopted July 2012).
In order to extract nickel, copper, cobalt and manganese from land ores, at least three different types of ores would need to be excavated. Mine development often involves social displacement and impacts on Indigenous people as well as deforestation, destruction of carbon sinks and biodiversity loss.
In order to extract nickel, copper, cobalt and manganese from land ores, at least three different mines would typically be needed. Mine development often involves social displacement and impacts on Indigenous people as well as deforestation, destruction of carbon sinks and biodiversity loss.
All extractive industries result in impacts to the receiving environment. Nodule collection is no exception and will impact the deep-sea marine environment through nodule removal, disturbance of seafloor sediment (“seafloor plumes”) and return of seawater used for nodule transport that is expected to contain residual sediment and nodule fines back in the water column (“midwater plumes”).
Nodule collection is no exception and will impact the deep-sea marine environment through nodule removal, disturbance of seafloor sediment (“seafloor plumes”) and return of seawater used for nodule transport that is expected to contain residual sediment and nodule fines back in the water column (“midwater plumes”).
In addition, in August 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the Hidden Gem to us in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier.
In addition, in August 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the Hidden Gem to us in support of the development of PV1 until the system is completed or December 31, 2026, whichever is earlier.
Metal production from nodules could reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores. ​ In contrast, land-based mining for nickel and cobalt occurs in diverse countries as identified by Benchmark in a study commissioned by us and published in November 2023.
We believe metal production from nodules could reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores. ​ 22 Table of Contents In contrast, land-based mining for nickel and cobalt occurs in biodiverse countries as identified by Benchmark Mineral in a study commissioned by us and published in November 2023.
Our last offshore campaign to collect environmental baseline data was completed in 2022. An integrated collector test involving trialing of collector vehicle and riser system took place in 2022. The environmental impacts of this test were monitored from a separate research vessel. An additional environmental campaign was executed in 2023 to return to the site 12 months after the test.
An integrated collector test involving trialing of collector vehicle and riser system took place in 2022. The environmental impacts of this test were monitored from a separate research vessel. An additional environmental campaign was executed in 2023 to return to the site 12 months after the test.
All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and collection of marine minerals are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement.
All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and exploitation of marine mineral resources are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement.
It is also currently not definitively known how effectively the risk of biodiversity loss in the CCZ could be eliminated or reduced through mitigation strategies or how long it will take for disturbed seabed areas to recover naturally.
It is also currently not definitively known how effectively the risk of biodiversity loss in the CCZ could be eliminated or reduced through mitigation strategies like setting aside large preservation and no-take areas or how long it will take for disturbed seabed areas to recover naturally.
Environmental Regulation The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the Area. Given the location of the NORI Contract Area, the ISA is responsible for assessing the ESIA prepared by NORI and for granting the relevant permits.
ISA Environmental Review The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the Area. The ISA is responsible for assessing the ESIA prepared by NORI and for granting the relevant permits.
In 2015, the Nauruan government established the Nauru Seabed Minerals Authority to regulate activities carried out by companies sponsored by Nauru. Throughout the period of the NORI Exploration Contract, NORI must be sponsored by a State that is party to UNCLOS.
NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations. In 2015, the Nauruan government established the Nauru Seabed Minerals Authority to regulate activities carried out by companies sponsored by Nauru. Throughout the period of the NORI Exploration Contract, NORI must be sponsored by a State that is party to UNCLOS.
Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored, and maintained indefinitely; a real challenge on seismically active and wet tropical islands in countries like Indonesia that accounts for most of the growth in nickel supply. 11 Table of Contents As a result of a vigorous campaign by several non-governmental organizations, some participants in the EV supply chain have called for a general moratorium on all forms of deep seabed mining until there is more knowledge about marine impacts of nodule collection operations.
Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored, and maintained indefinitely; a real challenge on seismically active and wet tropical islands in countries like Indonesia that accounts for most of the growth in nickel supply. 12 whitehouse.gov/wp-content/uploads/2026/02/Restoring-Americas-Maritime-Dominance.pdf ​ 18 Table of Contents As a result of a vigorous campaign by several non-governmental organizations, some participants in the global supply chain have called for a general moratorium on all forms of deep seabed mining until there is more knowledge about marine impacts of nodule collection operations.
These nodules contain significant amounts of metals, and their unique characteristic compared to terrestrial deposits is the presence of the four critical metals, nickel, copper, cobalt and manganese, in one deposit. ​ 5 Table of Contents Polymetallic nodules in the CCZ possess the following characteristics: ​ Characteristic ​ What it means Far removed from human communities ​ No need for social displacement No vegetation or other obstructions covering access to nodules ​ No need to remove overburden, no rock cutting or blasting Unbound to the seafloor, 96% of nodule mass in the top 5 cm of seafloor ​ No need for destructive rock cutting and excavation High grades of four critical metals in a single ore ​ Less mass to process compared to land ores Low head-grade variability ​ Potentially easy to process 2-10 cm diameter ​ Potentially easy to handle Microporous ​ Potentially easy to smelt Very low concentrations of certain hazardous elements like arsenic, antimony and mercury ​ Potential to productize almost 100% of nodule mass and design a metallurgical flowsheet that generates no tailings and leaves almost no solid waste streams behind ​ The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing the critical metals contained in nodules as compared to land ores.
Nodules also contain meaningful quantities of REEs, which we may explore extracting after we begin commercial activities. ​ 8 Table of Contents Polymetallic nodules in the CCZ possess the following characteristics: ​ Characteristic ​ What it means Far removed from human communities ​ No need for social displacement No vegetation or other obstructions covering access to nodules ​ No need to remove overburden, no rock cutting or blasting Unbound to the seafloor, 96% of nodule mass in the top 5 cm of seafloor ​ No need for destructive rock cutting and excavation High grades of four critical metals in a single ore ​ Less mass to process compared to land ores Low head-grade variability ​ Potentially easy to process 2-10 cm diameter ​ Potentially easy to handle Microporous ​ Potentially easy to smelt Very low concentrations of certain hazardous elements like arsenic, antimony and mercury ​ Potential to productize almost 100% of nodule mass and design a metallurgical flowsheet that generates no tailings and leaves almost no solid waste streams behind ​ The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing the critical metals contained in nodules as compared to land ores.
The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of the PMTS in the CCZ.
The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of a pilot mining test system (“PMTS”) in the CCZ.
We expect that Project Zero commercial production would then commence after the upgrading of the Hidden Gem into a production vessel. If we obtain an exploitation contract, we expect to commence Project Zero Collection at a rate of 1.3 Mtpa increasing in staged increments to up to 3.0 Mtpa of wet polymetallic nodules.
We expect that the Initial Mining Area commercial recovery would then commence after the upgrading of the Hidden Gem into a production vessel. If we obtain a commercial recovery permit, we expect to commence the Initial Mining Area collection at a rate of 1.3 Mtpa increasing in staged increments to up to 3.0 Mtpa of wet polymetallic nodules.
UNCLOS deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes. ​ ​ Part XI of UNCLOS and the 1994 Implementation Agreement deal with mineral exploration and collection in the international seabed, known as the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually collection of resources.
The principal policy documents governing the Area, including the CCZ, include: ● United Nations Convention on the Law of the Sea, of December 10, 1982 (“UNCLOS”); and ● 1994 Agreement relating to the Implementation of Part XI of the United Nations Convention on the Law of the Sea of December 10, 1982 (the “1994 Implementation Agreement”). 42 Table of Contents UNCLOS deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes. ​ ​ Part XI of UNCLOS and the 1994 Implementation Agreement deal with mineral exploration and collection in the international seabed, known as the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually collection of resources.
The transfer vessel is expected in turn to load bulk carriers using a similar materials handling system to that of the production vessel. The bulk carriers will ship the nodules to onshore processing facilities.
The transfer vessel is expected in turn to load bulk carriers using a similar materials handling system to that of the production vessel.
The ISA has divided the required standards and guidelines in three phases. ● Phase 1: Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation. ● Phase 2: Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation. ● Phase 3: Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area. ​ Ten standards and guidelines have been prepared in Phase 1, provided to stakeholders for comment, reviewed and amended by the LTC and provided to Council for consideration and approval.
The ISA has divided the required standards and guidelines in three phases. ● Phase 1: Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation. ● Phase 2: Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation. ● Phase 3: Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area.
The exploitation regulations will create the legal and technical framework for collection and related operations. Finalization of the exploitation regulations remains subject to the decision of the members of the ISA. Final exploitation regulations must be adopted by the Council. The ISA was targeting to finalize these regulations by July 2020, but the COVID-19 pandemic disrupted ISA meetings and discussions.
The exploitation regulations will create the legal and technical framework for collection and related operations. Finalization of the exploitation regulations remains subject to the decision of the members of the ISA. Final exploitation regulations must be adopted by the Council. The ISA was targeting to finalize these regulations by July 2020 but did not complete its work.
Although we believe that the ISA will adopt the exploitation regulations and any necessary rules, regulations and procedures to facilitate the approval of a plan of work for exploitation by the thirtieth session as the ISA has indicated, there can be no assurances that the adoption of these regulations will not be delayed or paused as a result of the actions of ISA member States.
It is unclear when the ISA will adopt the exploitation regulations and any necessary rules, regulations and procedures to facilitate the approval of a plan of work for exploitation, there can be no assurances that the adoption of these regulations will not be delayed or paused as a result of the actions of ISA member States.
The NORI Exploration Contract was approved by the Council on July 19, 2011, and entered into on July 22, 2011, between NORI and the ISA, and terminates on July 22, 2026, subject to extension. 35 Table of Contents The NORI Exploration Contract, which was granted pursuant to the ISA’s Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (the “Regulations”), formalized a 74,830 square kilometers exploration area, has an initial term of 15 years (subject to renewal for successive five-year periods), and provides for certain obligations with respect to exploration, training, and other programs of activities for an initial five-year period.
The NORI Exploration Contract, which was granted pursuant to the ISA’s Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (the “Regulations”), formalized a 74,830 square kilometers exploration area, has an initial term of 15 years (subject to renewal for successive five-year periods), and provides for certain obligations with respect to exploration, training, and other programs of activities for an initial five-year period.
The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated. The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities. PAMCO: In November 2022, we entered into a non-binding MoU with PAMCO.
The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated. The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities.
Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized. Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis.
Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized. Under SEC rules set forth in subpart 1300 of Regulation S-K (the “SEC Mining Rules”), estimates of inferred mineral resources may not form the basis of an economic analysis supporting mineral reserves.
Nauru implemented the Nauru International Seabed Minerals Act in 2015, which was amended and renamed to Nauru Seabed Minerals Authority Act in 2024, that NORI is required to comply with. NORI’s assessment is that it is in compliance with existing exploration permits and contracts.
Nauru implemented the Nauru International Seabed Minerals Act in 2015, which was amended and renamed to Nauru Seabed Minerals Authority Act in 2024, that NORI is required to comply with.
The surface production support vessel, the Hidden Gem , was acquired by Allseas in March 2020 and has strategic importance to us, since it supported the pilot trial and is expected to be upgraded to a low-capital early production system.
The surface production support vessel, the Hidden Gem , was acquired by Allseas in March 2020 and has strategic importance to us, since it supported the pilot trial and is now being upgraded to the first commercial production system.
In October 2023, we entered into a services agreement with a third party in order for NORI to conduct an assessment of the benthic impact of the 2022 collector test in NORI Area D approximately 12 months post the collector test activities (“Campaign 8A”), which we believe will strengthen the quality of NORI’s EIS and Environmental Management and Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration in the collection test area.
In October 2023, we conducted an assessment of the benthic impact of the 2022 collector test in NORI Area D approximately 12 months post the collector test activities (“Campaign 8A”), which we believe will strengthen the quality of our EIS and Environmental Management and Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration in the collection test area.
Government to combat critical mineral concentration including an executive order establishing a national energy emergency inclusive of mineral development and processing, plans to expedite mining and processing permitting, a variety of critical mineral agreements abroad, plans to locate metal refining on military bases, and an increase on tariffs for imported Chinese goods.
An array of policies and agreements have been initiated in 2025 by the U.S. government to combat critical mineral concentration including an Executive Order establishing a national energy emergency inclusive of mineral development and processing, unleashing offshore minerals, plans to expedite mining and processing permitting, a variety of critical mineral agreements abroad, plans to locate metal refining on military bases, and an increase on tariffs for imported Chinese goods.
Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. Approximately 97% of the NORI Area D resource is categorized as measured or indicated.
Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category.
TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 square kilometers in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”).
The remaining three areas of the NORI Contract Area are covered by the TOML and NORI IA also released in August 2025. TOML. TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 square kilometers in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”).
The Glencore Offtake Agreements only apply with respect to metals processed and developed from the NORI areas that are processed by a facility owned or controlled by DGE and do not apply to other projects (including TOML). Concurrent with entering into the Glencore Offtake Agreements, Glencore made an equity investment of $5 million into our Company.
The Glencore Offtake Agreements only apply with respect to metals processed and developed from the NORI areas that are processed by a facility owned or controlled by DGE and do not apply to other projects (including TOML).
Glencore has the right to purchase from DGE 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE. Hatch and KPM: We have worked with engineering firm Hatch Ltd.
Glencore has the right to purchase from DeepGreen Engineering Pte Ltd, a 100% owned subsidiary of TMC (“DGE”) 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE.
Additionally, Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations in developing countries across the globe (e.g., cobalt in the DRC, nickel in Indonesia and the Philippines) at relatively low costs due to scale, efficiency and regulatory factors, including less stringent environmental and social regulations and lower labor and benefit costs.
Additionally, Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations in developing countries across the globe (e.g., cobalt in the DRC, nickel in Indonesia and the Philippines) at relatively low costs due to scale, efficiency and regulatory factors, including less stringent environmental and social regulations and lower labor and benefit costs. ​ 39 Table of Contents The Executive Order 14285 in April 2025, generated significant interest in the US regulatory regime and over ten exploration applications have been submitted to NOAA.
The ISA has issued Regulations on Prospecting and Exploration for Polymetallic Nodules (adopted on July 13, 2000, updated on July 25, 2013). The regulations are complemented by the LTC’s recommendations for the guidance of contractors on assessing the environmental impacts of exploration. The exploitation regulations on deep-seabed collection will be complemented by various standards and guidelines, and environmental thresholds.
The ISA has issued Regulations on Prospecting and Exploration for Polymetallic Nodules (adopted on July 13, 2000, updated on July 25, 2013 and on July 24, 2014). The regulations are complemented by the LTC’s recommendations for the guidance of contractors on assessing the environmental impacts of exploration.
In addition to the two contracts held by our subsidiaries, 17 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules in the CCZ, Western Pacific and Indian Ocean Basin.
Additionally, the United States has received interest to explore for deepsea minerals within its exclusive economic zone. In addition to the two contracts held by our subsidiaries, 17 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules in the CCZ, Western Pacific and Indian Ocean Basin.
We have chosen a capital-light approach to our operations and have focused on forming deep strategic partnerships with leading offshore and onshore companies. Our key strategic alliances include: Allseas: Allseas, a leading global offshore contractor, developed and tested a pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022.
We develop our integrated nodule projects through deep strategic partnerships with leading offshore and onshore companies. Our key strategic alliances include: Allseas: Allseas, a leading global offshore contractor, developed and tested a pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022.
Additional standards and guidelines will be drafted as part of the development of Phase 2 and 3. Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and Environmental Impact Assessment (“EIA”), culminating in an EIS for proposed commercial operations, prior to collection.
Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and an EIA, culminating in an EIS for proposed commercial operations, prior to collection.
Our team is comprised of highly skilled individuals from a variety of fields. Geographically, our staff are located in Tonga, Nauru, U.S., Canada, Australia, United Kingdom and United Arab Emirates.
Our team is comprised of highly skilled individuals from a variety of fields. Geographically, our staff are located in the U.S., Nauru, Tonga, Canada, Australia, United Kingdom and United Arab Emirates. We are committed to attracting, developing and retaining world-class talent from diverse backgrounds.
In 2020, Allseas acquired a drillship that was repurposed and classified as the world’s first deep-sea mining vessel. ● Demonstrated offshore nodule collection technology: In November 2022, NORI and Allseas completed the Pilot Mining Test where approximately 4,500 tonnes of wet nodules were collected and more than 3,000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after traversing over 80 kilometers of the seafloor in the NORI Area D, achieving a sustained production rate of 86.4 tonnes per hour with a scaled-down prototype seafloor nodule collector vehicle.
Nodule collection technology: In November 2022, together with our partner Allseas we completed a pilot mining test where approximately 4,500 tonnes of wet nodules were collected and more than 3,000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after the collector vehicle traversed over 80 kilometers of the seafloor in the NORI Area D, achieving a sustained production rate of 86.4 tonnes per hour with a prototype seafloor nodule collector vehicle.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. 62 Table of Contents Furthermore, the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or an escalation in conflict between Russia and Ukraine, or the ongoing conflict in Israel and Gaza, including any resulting sanctions, export controls or other restrictive actions, could also lead to disruption, instability and volatility in the global markets, which may have an impact on our ability to obtain additional funding.
Biggest changeFurthermore, the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or an escalation in conflict between Russia and Ukraine, or the conflict in Israel and Gaza or the recent outbreak of war in Iran, including any resulting sanctions, export controls or other restrictive actions, could also lead to disruption, instability and volatility in the global markets, which may have an impact on our ability to obtain additional funding or our business. 73 Table of Contents We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares and sales of a substantial amount of our common shares may cause the price of our Common Shares to fall.
There can be no assurance that the ISA will approve our application for a plan of work for exploitation and issue an exploitation contract to our subsidiaries in a timely manner or at all.
There can be no assurance that the ISA will approve the application for a plan of work for exploitation and issue an exploitation contract to our subsidiaries in a timely manner or at all.
Summary of the Material Risks Associated with Our Business These risks include, but are not limited to, the following: ● Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business. ● Our resource development activities are subject to changes in government regulation and political instability. ● Changes to any of the laws, rules, regulations or policies to which we are subject could have a significant impact on our business. ● Our exploration, collecting, shipping, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations. ● The grade and quality of the polymetallic nodule deposits that we intend to develop are estimates, and there are no guarantees that such deposits will be suitable for collecting or commercialization. ● No seafloor polymetallic nodule deposit has ever been commercially collected, and our offshore collection technology and development plans and processes may not be sufficient to accomplish our objectives. ● Mineral resource estimates from the contract areas of NORI and TOML are only estimates. ● Our business is subject to significant risks, and we may never develop minerals in sufficient grade or quantities to justify commercial operations. 42 Table of Contents ● Uncertainty in our estimates of polymetallic nodule deposits could result in lower-than-expected revenues and higher costs. ● We operate in a highly competitive industry, and there are no assurances that our efforts will be successful. ● The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success. ● We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities. ● Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business. ● We, our partners and our shareholders may be adversely impacted by pressure and lobbying from non - governmental organizations. ● Offshore collection and onshore processing and refining operations pose inherent risks and costs that may negatively impact our business. ● Our business is contingent on our ability to successfully identify, collect, ship and process polymetallic nodules profitably, and in doing so, we will need to rely on certain existing and future strategic relationships, some of which we may be unable to maintain and/or develop. ● Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested. ● Our business is substantially dependent on our strategic relationship with Allseas.
Summary of Material Risks Associated with Our Business These risks include, but are not limited to, the following: ● Our business is subject to numerous regulatory uncertainties which, if not resolved in our favor, would have a material adverse impact on our business. ● Our resource development activities are subject to changes in government regulation and political instability. ● Changes to any of the laws, rules, regulations or policies to which we are subject could have a significant impact on our business. 51 Table of Contents ● Our exploration, development, collecting, shipping, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations. ● The grade and quality of the polymetallic nodule deposits that we intend to develop are estimates, and there are no guarantees that such deposits will be suitable for collecting or commercialization. ● No seafloor polymetallic nodule deposit has ever been commercially collected, and our offshore collection technology and development plans and processes may not be sufficient to accomplish our objectives. ● Mineral resource estimates from the contract areas of NORI and TOML are only estimates. ● Our business is subject to significant risks, and we may never develop minerals in sufficient grade or quantities to justify commercial operations. ● Uncertainty in our estimates of polymetallic nodule deposits could result in lower-than-expected revenues and higher costs. ● We operate in a highly competitive industry, and there are no assurances that our efforts will be successful. ● The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success. ● We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities. ● Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business. ● We, our partners and our shareholders may be adversely impacted by pressure and lobbying from non-governmental organizations. ● Offshore collection and onshore processing and refining operations pose inherent risks and costs that may negatively impact our business. ● Our business is contingent on our ability to successfully identify, collect, ship and process polymetallic nodules profitably, and in doing so, we will need to rely on certain existing and future strategic relationships, some of which we may be unable to maintain and/or develop. ● Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested. ● Our business is substantially dependent on our strategic relationship with Allseas.
Substantial expenditures are required to establish mineral reserves, to develop metallurgical processes, and to construct collection and transportation vessels, and we will be required to rely upon the expertise of consultants and others for exploration, development, construction and operational knowhow, and such consultants and third parties may not always be available to support our operations.
Substantial expenditures are required to establish mineral resources, mineral reserves, to develop metallurgical processes, and to construct collection and transportation vessels, and we will be required to rely upon the expertise of consultants and others for exploration, development, construction and operational knowhow, and such consultants and third parties may not always be available to support our operations.
If we are a PFIC for any taxable year during which a U.S. holder holds our Common Shares or Public Warrants, certain adverse U.S. federal income tax consequences could apply to such U.S. holder and such holders may be subject to additional reporting requirements. See “ U.S.
If we are a PFIC for any taxable year during which a U.S. holder holds our common shares or Public Warrants, certain adverse U.S. federal income tax consequences could apply to such U.S. holder and such holders may be subject to additional reporting requirements. See “ Material U.S.
Subject to the requirements of the Business Corporations Act (British Columbia) (“BCBCA”), our Articles authorize us to issue Common Shares and rights relating to our Common Shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.
Subject to the requirements of the Business Corporations Act (British Columbia) (“BCBCA”), our Articles authorize us to issue additional common shares and rights relating to our common shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise.
Our exploration, collecting, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations.
Our exploration, development, collecting, processing and refining activities are subject to extensive and costly environmental requirements, and current and future laws, regulations, and permits may impose significant costs, liabilities, or obligations, or could limit or prevent our ability to continue our operations as currently contemplated or to undertake new operations.
Until mineral resources are actually collected and processed on a commercial scale, the quantity of metal and nodule abundance must be considered as estimates only and no assurance can be given that the indicated levels of metals will be produced.
Until mineral resources and mineral reserves are actually collected and processed on a commercial scale, the quantity of metal and nodule abundance must be considered as estimates only, and no assurance can be given that the indicated levels of metals will be produced.
If we and Allseas are unable to successfully maintain and expand this relationship, our business may be materially harmed. ● The polymetallic nodules that we may recover will require specialized treatment and processing, and there is no certainty that such processes will result in a recovery of metals that is consistent with our expectations, or that we will be able to develop or otherwise access processing plants that are suitable for our purposes. ● Our exploration and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business. ● Actual capital costs, financing strategies, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable metal production operations. ● We have a limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future. ● We depend on key personnel for the success of our business.
If we and Allseas are unable to successfully maintain and expand this relationship, our business may be materially harmed. ● The polymetallic nodules that we may recover will require specialized treatment and processing, and there is no certainty that such processes will result in a recovery of metals that is consistent with our expectations, or that we will be able to develop or otherwise access processing plants that are suitable for our purposes. ● Our exploration, development and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business. 52 Table of Contents ● Actual capital costs, financing strategies, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable metal production operations. ● We have a limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future. ● We depend on key personnel for the success of our business.
While we have beneficial ownership over such subsidiaries, each subsidiary operates under the regulation and sponsorship of Nauru and Tonga. If such arrangement is challenged, or sponsorship is terminated, we may have to restructure the ownership or operations of such subsidiary to ensure continued State sponsorship.
While we have beneficial ownership over these subsidiaries, each subsidiary operates under the regulation and sponsorship of Nauru and Tonga. If such arrangement is challenged, or sponsorship is terminated, we may have to restructure the ownership or operations of each subsidiary to ensure continued State sponsorship.
The mineral resource estimates in our SEC filings have been determined and valued based on assumed future metal prices, cut-off grades, production rates and operating costs that may prove to be inaccurate.
The mineral resource and mineral reserve estimates in our SEC filings have been determined and valued based on assumed future metal prices, cut-off grades, production rates, and operating costs that may prove to be inaccurate.
The actual amount of capital needed or that we raise for our projects, however, may vary materially from our current estimates. We currently expect that we will raise additional funds to finance our operations.
The actual amount of capital needed or that we raise for our projects, however, may vary materially from our current estimates. We currently expect that we will need to raise additional funds to finance our operations.
Failure to obtain this necessary capital when needed may force us to reduce or terminate our operations. 43 Table of Contents ● We may issue additional Common Shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our Common Shares and sales of a substantial amount of our Common Shares may cause the price of our Common Shares to fall. ● There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. ● If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and we may face litigation. ● We are exposed to risks vis-à-vis our multi-national operations, which could adversely affect our business. ● We may be classified as a PFIC in any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders. ​ 44 Table of Contents I.
Failure to obtain this necessary capital when needed may force us to reduce or terminate our operations. ● We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares and sales of a substantial amount of our common shares may cause the price of our common shares to fall. ● There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq. ● If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and we may face litigation. ● We are exposed to risks vis-à-vis our multi-national operations, which could adversely affect our business. ● We may be classified as a PFIC in any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders. ​ I.
While we believe that we have identified specific sites for the potential construction of nodule processing plants (based on factors such as proximity to deep-water ports, cost of access to renewable electric power and natural gas, and proximity to customers), there is a risk that we will be unable to secure one or more of these sites on suitable terms.
In addition, while we believe that we have identified specific sites for the potential construction of nodule processing plants (based on factors such as proximity to deep-water ports, cost of access to renewable electric power and natural gas, and proximity to customers), there is a risk that we will be unable to secure one or more of these sites on suitable terms.
Holders of our Common Shares and Public Warrants are urged to consult their tax advisors regarding the application of the PFIC rules to them. 70 Table of Contents Canadian law and our Notice and Articles contain certain provisions, including anti-takeover provisions that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
Holders of our common shares and Public Warrants are urged to consult their tax advisors regarding the application of the PFIC rules to them. 79 Table of Contents Canadian law and our Notice and Articles contain certain provisions, including anti-takeover provisions that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common stock could be adversely affected.
If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the valuation of our common shares could be adversely affected.
If in the future Nasdaq delists our Common Shares from trading on its exchange for failure to meet the listing standards, we and our securityholders could face significant material adverse consequences including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our Common Shares are “penny stock” which will require brokers trading in our Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
If in the future Nasdaq delists our common shares from trading on its exchange for failure to meet the listing standards, we and our securityholders could face significant material adverse consequences including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; 76 Table of Contents ● a determination that our common shares are “penny stock” which will require brokers trading in our common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
As seen during the coordinated and disruptive activities by Greenpeace International during Campaign 8A, designed to prevent and obstruct the campaign, such activities can have significant impacts from a timing, financial and safety perspective. There can be no assurances that such activities by Greenpeace and other stakeholder will not materially impact our ongoing operations. IV.
As seen during the coordinated and disruptive activities by Greenpeace International during Campaign 8A in 2023, designed to prevent and obstruct the campaign, such activities can have significant impacts from a timing, financial and safety perspective. There can be no assurances that such activities by Greenpeace and other stakeholder will not materially impact our ongoing operations. IV.
Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition. 68 Table of Contents The market price of our securities may be volatile, which could cause the value of your investment to decline.
Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition. 77 Table of Contents The market price of our securities may be volatile, which could cause the value of your investment to decline.
Moreover, despite the release by the ISA of the Draft Regulations on Exploitation of Mineral Resources (the “Draft Regulations”), finalization of such regulations remains subject to approval and adoption by the ISA. Once adopted, these regulations will add to the legal and technical framework for exploitation of the polymetallic nodules in the NORI and TOML contract areas.
Despite the release by the ISA of the Draft Regulations on Exploitation of Mineral Resources (the “Draft Regulations”), finalization of such regulations remains subject to negotiation, approval and adoption by the ISA. Once adopted, these regulations will add to the legal and technical framework for exploitation of the polymetallic nodules in the NORI and TOML contract areas.
This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserves and mineral resources estimates. The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery.
This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates, or other important factors that influence mineral reserve and mineral resource estimates. The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon the demonstration of their profitable recovery.
Further, our operations depend on the continuation of the sponsorship agreements between our subsidiaries NORI and TOML and each of their host Sponsoring States, Tonga and Nauru, respectively. Each subsidiary has been registered and incorporated within such host nation and each host nation has maintained effective control, supervision, regulation, and sponsorship over the conduct of such subsidiary.
Further, our operations depend on the continuation of the sponsorship agreements between our subsidiaries NORI and TOML and each of their host Sponsoring States, Nauru and Tonga, respectively. Each subsidiary has been registered and incorporated within such host State and each host State has maintained effective control, supervision, regulation, and sponsorship over the conduct of such subsidiary.
Section 1, paragraph 15 of the 1994 Agreement Relating to the Implementation of Part XI of UNCLOS (the “1994 Agreement”) allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention.
Section 1, paragraph 15 of the Annex to the 1994 Agreement Relating to the Implementation of Part XI of UNCLOS (the “1994 Agreement”) allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA Council of such intention.
None of the private placement warrants will be redeemable by us on such terms so long as they are held by permitted transferees. Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Shares.
None of the private placement warrants will be redeemable by us on such terms so long as they are held by permitted transferees. 78 Table of Contents Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
Alternatively, 71 Table of Contents if a court were to find the choice of forum provision contained in our Notice and Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our Notice and Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
While we expect research 69 Table of Contents analyst coverage, if no analysts commence coverage of us, the market price and volume for our Common Shares could be adversely affected. As we are not a reporting issuer in Canada, our Common Shares and Special Shares may be subject to restrictions on resale in Canada.
While we expect research analyst coverage, if no analysts commence coverage of us, the market price and volume for our common shares could be adversely affected. As we are not a reporting issuer in Canada, our common shares and Special Shares may be subject to restrictions on resale in Canada.
Even if the ISA timely evaluates such applications(s), our subsidiaries may be required to submit a supplementary EIS or perform additional studies or campaigns before obtaining approval.
Even if the ISA timely evaluates such application(s), our subsidiaries may be required to submit a supplementary EIS or perform additional studies or campaigns before obtaining approval.
Our shareholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to the aforementioned forum selection provisions, including the Federal Forum Provision.
Our shareholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. 80 Table of Contents Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to the aforementioned forum selection provisions, including the Federal Forum Provision.
Valid estimates made at a given time may significantly change when new information becomes available. Estimated mineral reserves and mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience.
Valid estimates made at a given time may significantly change when new information becomes available. Estimated mineral reserves and mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity, actual production experience, or changes in operating or regulatory conditions.
While the metallurgical recovery estimates have been derived from commercial operation benchmarking, benchscale and pilot scale testwork, the commercial metal recoveries to products could vary significantly from these estimates. 57 Table of Contents Should our offshore nodule collection plans become successful, we intend to partner with existing onshore processing partners to produce and develop new build onshore processing plants as we scale up production.
While the metallurgical recovery estimates have been derived from commercial operation benchmarking, benchscale and pilot scale testwork, the commercial metal recoveries to products could vary significantly from these estimates. Should our offshore nodule collection plans become successful, we intend to partner with existing onshore processing partners to produce and develop new build onshore processing plants as we scale up production.
Based on our initial assessment, we do not believe that we were classified as a PFIC for U.S. federal income tax purposes for the taxable year ending December 31, 2024. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position.
Based on our initial assessment, we do not believe that we were classified as a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 2025. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position.
As part of the application for an ISA Exploitation Contract, all contractors are required to complete baseline studies and an Environment and Social Impact Assessment (ESIA), culminating in an EIS, prior to collecting nodules at a commercial scale.
As part of the application for an ISA plan of work for exploitation, all contractors are required to complete baseline studies and an Environment and Social Impact Assessment (ESIA), culminating in an EIS, prior to collecting nodules at a commercial scale.
Based on the current trading price of our common shares we do not expect to receive any proceeds from exercise of the Public Warrants and Private Warrants unless there is a significant increase in the price of our Common Shares.
Based on the current trading price of our common shares we do not expect to receive any proceeds from exercise of the Public Warrants and Private Warrants unless there is a significant increase in the price of our common shares before the expiration of these warrants.
We are not currently party to any commodity hedging contracts, as we do not yet have any production. Debt financing may not be available on commercially reasonable terms, or at all. We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.
We are not currently party to any commodity hedging contracts, as we do not yet have any production. Debt financing may not be available on commercially reasonable terms, or at all. 63 Table of Contents We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.
We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim and the appeal was heard by the Court on November 8, 2024. In December 2024, the NY Appellate Division issued a ruling upholding the lower court’s ruling, moving the case into the discovery phase.
We filed a notice of appeal regarding the Court’s denial of our motion to dismiss the breach of the Subscription Agreement claim and the appeal was heard by the Court on November 8, 2024. In December 2024, the NY Appellate Division issued a ruling upholding the lower court’s ruling, moving the case into the discovery phase, which is currently ongoing.
Because the patent application process can take several years to complete, there may be currently pending applications that may later result in issued patents that cover our products and processes.
Because the patent application process can take several years to complete, there may be currently pending applications that may later result in issued patents that cover our products and processes. In addition, our products and processes may infringe existing patents.
It is possible that future changes in applicable laws, regulations and permits, or changes in their enforcement or regulatory interpretation by local governments, sponsor states, and other regulatory bodies, could have a significant impact on our business. II. Resource and Market Risks.
It is possible that future changes in applicable laws, regulations and permits, or changes in their enforcement or regulatory interpretation by local governments, sponsor states, and other regulatory bodies, could have a significant impact on our business. 59 Table of Contents II. Resource and Market Risks.
Although we will continue to review the effectiveness of our newly implemented controls and make improvements as warranted, there is no assurance, however, that these control modifications will ultimately have the intended effects or that the material weakness will be remediated.
Although we believe we have remediated this material weakness and we will continue to review the effectiveness of our newly implemented controls and make improvements as warranted, there is no assurance, however, that these control modifications will ultimately have the intended effects.
There can be no assurance that the ISA will put in place a Mining Code in a timely manner or at all. Such regulations may also impose burdensome obligations or restrictions on us, and/or may contain terms that do not enable us to develop our projects.
There can be no assurance that the ISA will put in place a Mining Code in a timely manner or at all. Such regulations may also impose burdensome obligations or restrictions on NORI and TOML, and/or may contain terms that do not enable NORI and TOML to develop their projects.
Operations may also be affected in varying degrees by possible natural disasters in the region, terrorism, military conflict, crime, piracy, fluctuations in currency rates, and high inflation. In addition, from time to time, governments may nationalize private businesses, including companies such as ours.
Operations may also be affected in varying degrees by possible natural disasters in the region, terrorism, military conflict, crime, piracy, fluctuations in currency rates, and high inflation. In addition, from time to time, governments may nationalize private businesses, including companies such as those within our group.
For example, at least 32 ISA member States out of the 170 ISA members have expressed reservations about the timing of commercialization of seafloor mineral resources and have called for a ban, moratorium, or precautionary pause on the commercialization of these resources.
For example, at least 32 of the 171 ISA member States have expressed reservations about the timing of commercialization of seafloor mineral resources and have called for a ban, moratorium, or precautionary pause on the commercialization of these resources.
As such, there is a risk that an exploitation contract may not be granted by the ISA, may not be granted on a timely basis, thereby delaying our potential timeline for commercial exploitation, or may be granted on uneconomic terms.
As such, there is a risk that an exploitation contract may not be granted by the ISA, or may not be granted on a timely basis, thereby delaying NORI and TOML’s potential timeline for commercial exploitation, or may be granted on uneconomic terms.
If and when they move into the exploitation phase, each of these contract-holders could become potential competitors with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products. Some of these contract holders may possess greater financial and/or technical resources.
If and when they move into the exploitation or commercial recovery phase, each of these entities could become potential competitors with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products. Some of these competitors may possess greater financial and/or technical resources.
Estimates of mineral resources from the contract areas of NORI and TOML described in our SEC filings and reported in technical reports prepared by AMC are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from survey data and recovery and sampling analysis, which might prove to be materially inaccurate.
Estimates of mineral resources and mineral reserves from the contract areas of NORI and TOML described in our SEC filings and reported in the NORI-D PFS and the TOML and NORI IA technical reports prepared by AMC depend on geological interpretation and statistical inferences or assumptions drawn from survey data and recovery and sampling analysis, which might prove to be materially inaccurate.
In addition to adverse fluctuations in foreign currency exchange rates, we are exposed to further risks inherent in doing business abroad, including limitations on asset transfers, changes in foreign regulations and political turmoil, all of which could adversely affect us.
In addition to adverse fluctuations in foreign currency exchange rates, we are exposed to further risks inherent in doing business abroad, including limitations on asset transfers, changes in foreign regulations and political turmoil, including the recent outbreak of war in Iran, all of which could adversely affect us.
We, our partners and our shareholders may be adversely impacted by pressure and lobbying from non-governmental organizations. Like other businesses that operate in the resources industry, we along with our partners, and our shareholders are subject to pressure and lobbying from non-governmental organizations, particularly with respect to impacts on the deep-sea environment.
Like other businesses that operate in the resources industry, we along with our partners, and our shareholders are subject to pressure and lobbying from non-governmental organizations, particularly with respect to impacts on the deep-sea environment.
In addition, although the Draft Regulations and several supporting standards and guidelines are at an advanced stage, there remains uncertainty regarding the final form that these will take, as well as the impact that such regulations, standards and guidelines will have on our ability to meet our objectives.
In addition, although the Draft Regulations and several supporting standards and guidelines exist, there remains uncertainty regarding the final form that these will take, as well as the impact that such regulations, standards and guidelines will have on our ability to meet our objectives.
We may not be able to adequately protect our intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.
If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.
For example, with respect to the question over the regulation of which State can impact the activities of any contractor (such as NORI or TOML), we have taken the view that incorporation, registration and the grant of nationality are critical factors, amongst others, notwithstanding the beneficial ownership of a subsidiary by its parent (“beneficial ownership”).
For example, with respect to the question as to which state’s regulations apply to the activities of any contractor (such as NORI or TOML), we have taken the view that incorporation, registration and the grant of nationality are critical factors, amongst others, notwithstanding the beneficial ownership of a subsidiary by its parent (“beneficial ownership”).
Estimates of economically recoverable minerals necessarily depend upon a number of variable factors and assumptions, all of which may vary considerably from actual results, such as: ● environmental, geological, geotechnical, collecting and processing conditions that may not be fully identified by available data or that may differ from experience; ● changes to the strategic approach to collecting and processing, which will depend in large part on market demand, corporate strategy and other prevailing economic and financial conditions; ● assumptions concerning future prices of products (including, most notably, critical metals and manganese ore) foreign exchange rates, production rates, process recovery rates, transportation costs, operating costs, capital costs and reclamation costs; and 52 Table of Contents ● assumptions concerning future effects of regulation, including the issuance of required permits and taxes by governmental agencies and foreign government policies relating to our collecting of the mineral resources from our contract areas. ​ Uncertainty in estimates related to the availability of polymetallic nodules could result in lower-than-expected revenues and higher than expected costs or a shortened estimated life for our projects.
Estimates of economically recoverable minerals necessarily depend upon a number of variable factors and assumptions, all of which may vary considerably from actual results, such as: ● environmental, geological, geotechnical, collecting and processing conditions that may not be fully identified by available data or that may differ from experience; ● changes to the strategic approach to collecting and processing, which will depend in large part on market demand, corporate strategy and other prevailing economic and financial conditions; ● assumptions concerning future prices of products (including, most notably, critical metals and manganese ore) foreign exchange rates, production rates, process recovery rates, transportation costs, operating costs, capital costs and reclamation costs; and 62 Table of Contents ● assumptions concerning future effects of regulation, including the issuance of required permits and taxes by governmental agencies and foreign government policies relating to our collecting of the mineral resources from our contract areas.
As a result of higher capital and operating costs, our financing ability may be impacted, and this may be further affected by lower commodity prices in the international markets that could impact production or economic returns which may differ significantly from those set forth in the NORI Initial Assessment and TOML Mineral Resource Statement or that we otherwise estimate from time to time and there can be no assurance that any of our development activities will result in profitable operations.
As a result of higher capital and operating costs, our financing ability may be impacted, and this may be further affected by lower commodity prices in the international markets that could impact production or economic returns which may differ significantly from those set forth in the NORI-D PFS or the TOML and NORI IA, or other technical studies or that we otherwise estimate from time to time and there can be no assurance that any of our development activities will result in profitable operations.
Additionally, there is little jurisprudence or interpretative guidance regarding the application of the sponsorship regulations that are applicable to our business.
Additionally, there is little jurisprudence or interpretative guidance regarding the application of the sponsorship regulations that are applicable to NORI and TOML’s business.
We cannot be certain that insurance for some or all of these risks will be available on acceptable terms or conditions, if at all, and in some cases, coverage may not be acceptable or may be considered too expensive relative to the perceived risk. 60 Table of Contents V. Intellectual Property Risks.
We cannot be certain that insurance for some or all of these risks will be available on acceptable terms or conditions, if at all, and in some cases, coverage may not be acceptable or may be considered too expensive relative to the perceived risk. V. Intellectual Property Risks. We may not be able to adequately protect our intellectual property rights.
Under pressure from non-governmental organizations, some governments and companies in the EV supply chain have expressed reservations about using critical metals derived from deep-sea minerals (including polymetallic nodules), pending more research on the impacts of deep-sea mineral extraction operations on marine biodiversity and ecosystem function.
There exist certain negative perceptions related to acquiring metals produced from deep-sea minerals. Under pressure from non-governmental organizations, some governments and companies in the EV supply chain have expressed reservations about using critical metals derived from deep-sea minerals (including polymetallic nodules), pending more research on the impacts of deep-sea mineral extraction operations on marine biodiversity and ecosystem function.
The Mining Code was not completed at the July 2024 ISA Council meetings and during these meetings, the ISA agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30th Session of the ISA in 2025.
The Mining Code was not completed at the July 2024 ISA Council meetings and during these meetings, the ISA agreed to continue the negotiations of the Mining Code with a continued view to its adoption during the 30th Session of the ISA in 2025 but once again failed to finalize and adopt the regulations.
There is a risk that competitors may find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.
There is a risk that competitors may find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate, including through land-based, alternative marine, or hybrid production pathways.
Our issuance of additional Common Shares or other equity securities of equal or senior rank would have the following effects: ● our existing shareholders’ proportionate ownership interest in us will decrease; ● the amount of cash available per share, including for payment of dividends in the future, may decrease; ● the relative voting strength of each previously outstanding common share may be diminished; and ● the market price of our Common Shares may decline. ​ In addition, sales of substantial amounts of our common shares in the public market, or the perception that such sales will occur, could adversely affect the market price of our Common Shares.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects: ● our existing shareholders’ proportionate ownership interest in us will decrease; ● the amount of cash available per share, including for payment of dividends in the future, may decrease; ● the relative voting strength of each previously outstanding common share may be diminished; and ● the market price of our common shares may decline.
As the ISA Council did not complete the adoption and elaboration of the Mining Code by the prescribed deadline of July 9, 2023, pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 Agreement, if an application for a plan of work for exploitation is now submitted to the ISA, the ISA is nonetheless required to consider and provisionally approve such a plan of work based on: (i) the provisions of the UNCLOS; (ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the 1994 Agreement, including the principle of non-discrimination among contractors. 45 Table of Contents NORI intends to submit an application to the ISA for an exploitation contract, which will include a plan of work for exploitation for the NORI contract area, expected to be filed on June 27, 2025.
As the ISA Council did not complete the adoption and elaboration of the Mining Code by the prescribed deadline of July 9, 2023, pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 Agreement, if an application for a plan of work for exploitation is now submitted to the ISA, the ISA Council is nonetheless required to consider and provisionally approve such a plan of work based on: (i) the provisions of UNCLOS; (ii) any rules, regulations and procedures that the ISA Council may have adopted provisionally, (iii) the basis of the norms contained in UNCLOS and (iv) the terms and principles contained in the 1994 Agreement and the principle of non-discrimination among contractors.
There is a risk that a State sponsoring activities in a project area ceases to be a sponsor, or is not permitted to be a sponsor, or that NORI and TOML cease to remain as sponsored contractors by such State; and if an agreement cannot be reached with a substitute sponsoring State, or if we are unable to transfer our sponsorship to another State, such subsidiary could be forced under UNCLOS to cease activities in the CCZ.
There is a risk that a State sponsoring activities in a project area ceases to be a sponsor, or is not permitted to be a sponsor, or that NORI and TOML cease to remain as sponsored contractors by such State; and if an agreement cannot be reached with a substitute sponsoring State, or if NORI or TOML are unable to transfer the sponsorship with Nauru and Tonga to another State, these subsidiaries will be required to cease activities in the CCZ under UNCLOS.
You will likely experience further dilution if we issue common shares in future financing transactions. ​ We have 15,000,000 outstanding Public Warrants to purchase 15,000,000 Common Shares and 9,500,000 Private Warrants outstanding exercisable for 9,500,000 shares of our Common Shares at an exercise price of $11.50 per share, which warrants became exercisable beginning on October 9, 2021.
You will likely experience further dilution if we issue common shares in future financing transactions. We have Public Warrants to purchase 15,000,000 common shares and Private Warrants to purchase 9,500,000 common shares at an exercise price of $11.50 per share outstanding.
We currently hold exclusive exploration rights through our subsidiaries NORI and TOML to two polymetallic nodule areas in the CCZ. The exploration contracts for each of these areas require us to conduct certain activities in accordance with approved plans of work.
NORI and TOML currently hold exclusive exploration rights granted by the ISA to two polymetallic nodule areas in the CCZ. The exploration contracts for each of these areas require NORI and TOML to conduct certain activities in accordance with approved plans of work.
If the demand for our metal products decreases, it will have a material adverse effect on our business and the results of our operations and financial condition. III. Social License and Public Perceptions Risks.
If the demand for our metal products decreases, it will have a material adverse effect on our business and the results of our operations and financial condition. III. Social License and Public Perceptions Risks. Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business.
We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure. We depend upon information technology systems in the conduct of operations. Such information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.
Such information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.
Failure to maintain sponsorship, or secure new state sponsorship, will have a material impact on such subsidiary and on our overall business and operations. 46 Table of Contents While the rates of payments are yet to be set by the ISA, the 1994 Agreement prescribes a relevant framework that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.” The ISA has held workshops with stakeholders to discuss and seek comments on the potential financial regime for the collecting of polymetallic nodules in the CCZ.
While the rates of payments are yet to be set by the ISA, the 1994 Agreement prescribes a relevant framework that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.” The ISA has held workshops with stakeholders to discuss and seek comments on the potential financial regime for the collecting of polymetallic nodules in the CCZ.
If we are unable to enter into definitive agreements with Allseas for the use of its technology for the collection, transport and commercial production of polymetallic nodules, it will have a material adverse effect on our business.
If we are unable to enter into definitive agreements with Allseas for the use of its technology for the collection, transport and commercial production of polymetallic nodules, it will have a material adverse effect on our business. We are also working with PAMCO and Korea Zinc in connection with onshore processing capabilities.
Any failure to expand and improve operational, financial and management information and quality control systems in line with our growth could have a material adverse effect on our business, financial condition and results of operations. There are also risks associated with establishing and maintaining systems of internal controls.
Any failure to expand and improve operational, financial and management information and quality control systems in line with our growth could have a material adverse effect on our business, financial condition and results of operations.
In addition, up to 136,239,964 Common Shares, subject to adjustment in certain events, may be issued to the holders of special shares and holders of options underlying special shares upon conversion of special shares if certain common share price thresholds are met (“Special Shares”).
In addition, up to 121,343,181 Common Shares, subject to adjustment in certain events, may be issued to the holders of special shares and holders of options exercisable for special shares upon conversion of special shares if certain common share price thresholds are met (“Special Shares”).
While these reports have been provided by experts, there is a degree of uncertainty attributable to the estimation of mineral resources. Mineral reserves have not been defined and will require completion of further studies.
While these reports have been provided by experts, there is a degree of uncertainty attributable to the estimation of mineral resources and mineral reserves.
Offshore collection and onshore processing and refining operations involve many hazards and uncertainties, including, among others: ● technical and operational challenges in the offshore collection operations and scaling up of such operations; ● challenges in and delays caused by transferring nodules to transport vessels and delivering nodules to port (including limited availability of and cost to secure the equipment to allow the activity); ● industrial accidents; ● unusual and unexpected maritime conditions; ● unexpected seafloor conditions; ● onshore metallurgical or other processing problems; ● unexpected environmental conditions, including contamination or leakage; ● periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; ● fire; ● piracy and disruptive action by non-governmental actors opposed to deep-sea mineral extraction; ● organized labor disputes or work slowdowns; 55 Table of Contents ● mechanical equipment failure and facility performance problems; ● the availability of financing, market demand, critical technology and equipment, and skilled labor; and ● the inability of suppliers to provide key process inputs like electricity, gas, coal and processing reagents on a timely basis at the prices that have been forecast. ​ These occurrences could result in damage to, or destruction of, production facilities, personal injury or death, environmental damage, delays in processing, increased production costs, asset write downs, monetary losses and legal liability, any of which could have an adverse effect on our results of operations and financial condition and adversely affect our projected development and production estimates.
Offshore collection and onshore processing and refining operations involve many hazards and uncertainties, including, among others: ● technical and operational challenges in the offshore collection operations and scaling up of such operations; ● challenges in and delays caused by transferring nodules to transport vessels and delivering nodules to port (including limited availability of and cost to secure the equipment to allow the activity); ● industrial accidents; ● unusual and unexpected maritime conditions; ● unexpected seafloor conditions; ● onshore metallurgical or other processing problems; ● unexpected environmental conditions, including contamination or leakage; ● periodic interruptions due to inclement or hazardous weather conditions or other acts of nature; 65 Table of Contents ● fire; ● piracy and disruptive action by non-governmental actors opposed to deep-sea mineral extraction; ● organized labor disputes or work slowdowns; ● mechanical equipment failure and facility performance problems; ● the availability of financing, market demand, critical technology and equipment, and skilled labor; and ● the inability of suppliers to provide key process inputs like electricity, gas, coal and processing reagents on a timely basis at the prices that have been forecast.
In 2024, the LTC of the ISA established a new process to identify contractors who may be at risk of non-compliance with obligations under their respective exploration contract. In August 2024, as a result of this new process, the ISA sent notifications of such potential risk of non-compliance to TOML.
In 2024, the LTC of the ISA established a new process to identify contractors who may be at risk of non-compliance with obligations under their respective exploration contract.
There can be no assurances, however, that we will enter into the binding Heads of Terms and definitive agreements with Allseas in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel 50 Table of Contents will be successfully developed or operated in a particular time period, or at all and hence, we may be delayed in obtaining offshore collection equipment in the event we do not reach agreement with Allseas and have to develop such equipment on our own or through new third-party contractual relationships.
There can be no assurances, however, that we will enter into definitive agreements with Allseas in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet and the exclusive use agreement, or that if such definitive agreements are entered into by us that the proposed commercial systems and additional production vessel(s) will be successfully developed or operated in a particular time period, or at all and hence, we may be delayed in obtaining offshore collection equipment in the event we do not reach agreement with Allseas and have to develop such equipment on our own or through new third-party contractual relationships. 60 Table of Contents We are reliant on third parties to conduct independent analyses with respect to our business, and any inaccuracies in such analyses could have a material adverse effect on our offshore collection and onshore processing and refining objectives.
In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of an application for a plan of work for exploitation for NORI Area D, by negotiating the settlement of program expenditures with our equity whenever possible in order to preserve our cash, and by utilizing existing assets for offshore and onshore production.
In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of our prioritized regulatory and technical workstreams, including advancing our U.S. applications under DSHMRA and preserving our ability to advance an ISA exploitation application, by negotiating the settlement of program expenditures with our equity whenever possible in order to preserve our cash, and by utilizing existing assets for offshore and onshore production.
Although we are actively monitoring these technological changes and shifts in end-market demand and taking steps designed to diversify the potential applications and markets for our metals, as these industries shift to new or substitute technologies or products or if these industries and end markets otherwise use less of the metals that we intend to collect and process, and our diversification efforts are not successful, there could be a decline in demand for our metal products.
Additionally, copper is increasingly being substituted with aluminum or other materials in electrical and infrastructure applications, potentially reducing the overall market demand for copper. 64 Table of Contents Although we are actively monitoring these technological changes and shifts in end-market demand and taking steps designed to diversify the potential applications and markets for our metals, as these industries shift to new or substitute technologies or products or if these industries and end markets otherwise use less of the metals that we intend to collect and process, and our diversification efforts are not successful, there could be a decline in demand for our metal products.
On June 25, 2021, Nauru submitted such a notice, with an effective date of July 9, 2021, to the ISA requesting that it complete the adoption of rules, regulations and procedures (“RRPs” or the “Mining Code”) necessary to facilitate the approval of plans of work for exploitation in the Area.
This notice obliges the ISA Council to complete the adoption of exploitation regulations within two years of the request made by the member state. ​ 54 Table of Contents On June 25, 2021, Nauru submitted such a notice, with an effective date of July 9, 2021, to the ISA requesting that it complete the adoption of rules, regulations and procedures (“RRPs” or the “Mining Code”) necessary to facilitate the approval of plans of work for exploitation in the Area.
Efficient collection, transport and processing using modern techniques and equipment requires skilled technicians and engineers. In addition, our optimization and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other personnel required to successfully operate our business.
In addition, our optimization and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other personnel required to successfully operate our business.
We will not initially have any producing properties and will have no source of significant operating cash flow until we are granted an exploitation contract and begin commercial production. There is no precedent for projects like ours, and therefore, financing may not be available on acceptable terms or at all.
We will not initially have any producing properties and will have no source of significant operating cash flow until we are granted the necessary licenses, permits, approvals or contracts under one or more regulatory regimes and begin commercial production. There is no precedent for projects like ours, and therefore, financing may not be available on acceptable terms or at all.
A work stoppage by any of the third parties providing services in connection with our operations or those of our strategic partners (such as for onshore or offshore operations) could significantly disrupt our activities, reduce our future revenues and materially adversely affect our results of operations. 59 Table of Contents A shortage of skilled technicians and engineers may further increase operating costs, which could materially adversely affect our results of operations.
A work stoppage by any of the third parties providing services in connection with our operations or those of our strategic partners (such as for onshore or offshore operations) could significantly disrupt our activities, reduce our future revenues and materially adversely affect our results of operations.
TOML responded by the November 30, 2024 deadline and is positioned to take corrective action if necessary. If the LTC deems TOML’s response incomplete or does not effectively address the LTC’s concerns, the LTC, in line with its established process, may report TOML to the ISA Council for further consideration and action.
If the LTC deems TOML’s response incomplete or does not effectively address the LTC’s concerns, the LTC, in line with its established process, may report TOML to the ISA Council for further consideration and action.
In addition, our products and processes may infringe existing patents. 61 Table of Contents Defending ourselves against third-party claims, including litigation in particular, would be costly and time consuming and would divert management’s attention from our business, which could lead to delays in our exploration, collecting, processing, and commercialization efforts.
Defending ourselves against third-party claims, including litigation in particular, would be costly and time consuming and would divert management’s attention from our business, which could lead to delays in our exploration, development, collecting, processing, and commercialization efforts.
Both Class A Warrants and Class B Warrants have an exercise price of $2.00 per share. In certain circumstances, the Public Warrants, Private Warrants, Class A Warrants and Class B Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease.
In certain circumstances, the Public Warrants, Private Warrants, Class A Warrants, Class B Warrants and Class C Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−2 removed12 unchanged
Biggest changeIn general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Biggest changeIn general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security, and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. 81 Table of Contents Cybersecurity Risk Management and Strategy; Effect of Risk We face risks related to cybersecurity such as unauthorized access, cybersecurity attacks and other security incidents, including as perpetrated by hackers and unintentional damage or disruption to hardware and software systems, loss of data, and misappropriation of confidential information.
To provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity incidents, we undertake the following activities: ● monitor emerging data protection laws and implement changes to our processes that are designed to comply with such laws; ● through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care; ● employ technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; ● provide regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices; ● conduct regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness to possible threats; ● dark web scanning to determine any leaked credentials both corporate and personal for key employees. ● leverage the NIST incident handling framework and our MSPs to help us identify, protect, detect, respond and recover when there is an actual or potential cybersecurity incident; ● carry information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident; and 73 Table of Contents Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our business and reputation.
To provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity incidents, we undertake the following activities: ● monitor emerging data protection laws and implement changes to our processes that are designed to comply with such laws; ● through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care; ● employ technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; ● provide regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices; ● conduct regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness to possible threats; ● dark web scanning to determine any leaked credentials both corporate and personal for key employees. 82 Table of Contents ● leverage the NIST incident handling framework and our MSPs to help us identify, protect, detect, respond and recover when there is an actual or potential cybersecurity incident; ● carry information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident; and Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our business and reputation.
To identify and assess material risks from cybersecurity threats, we maintain a comprehensive cybersecurity program to ensure our systems are effective and prepared for information security risks, including regular oversight of our programs for 72 Table of Contents security monitoring for internal and external threats to ensure the confidentiality and integrity of our information assets.
To identify and assess material risks from cybersecurity threats, we maintain a comprehensive cybersecurity program to ensure our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality and integrity of our information assets.
These management team members are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan. ​
These management team members are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan. ​ 83 Table of Contents
Such individuals have collectively over 40 years of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, as well as relevant degrees and certifications, including Certified Information Security Manager and Certified CISO.
Such individuals have collectively over 40 years of prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, as well as relevant degrees and certifications.
This includes penalties and settlements, of which there were none. ​ 74 Table of Contents Cybersecurity Governance; Management Cybersecurity is an important part of our risk management processes and an area of focus for our management.
In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial. This includes penalties and settlements, of which there were none. Cybersecurity Governance; Management Cybersecurity is an important part of our risk management processes and an area of focus for our management.
Removed
Cybersecurity Risk Management and Strategy; Effect of Risk We face risks related to cybersecurity such as unauthorized access, cybersecurity attacks and other security incidents, including as perpetrated by hackers and unintentional damage or disruption to hardware and software systems, loss of data, and misappropriation of confidential information.
Removed
In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents were immaterial.

Item 2. Properties

Properties — owned and leased real estate

107 edited+50 added−37 removed125 unchanged
Biggest changeWe do not believe there have been any other material changes to the estimated mineral resources since the 2021 determination thereof. 79 Table of Contents NORI Area D December 31, 2024 In-Situ Mineral Resource estimate at 4 kg/m 2 abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tonnes ​ Abundance ​ Nickel ​ Copper ​ Cobalt ​ Manganese ​ Silicon NORI Area Category (Mt (wet)) (wet kg/m 2 ) (%) (%) (%) (%) (%) D Measured 4 18.6 1.42 1.16 0.13 32.2 5.13 D Indicated 341 17.1 1.40 1.14 0.14 31.2 5.46 D Measured + Indicated 345 17.1 1.40 1.14 0.14 31.2 5.46 D Inferred 11 15.6 1.38 1.14 0.12 31.0 5.50 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Biggest changeNORI Area D December 31, 2025 In-Situ Mineral Resource estimate, exclusive of Mineral Reserves, at 4 kg/m 2 abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tonnes ​ Abundance ​ Nickel ​ Copper ​ Cobalt ​ Manganese ​ Silicon NORI Area ​ ​ ​ Category ​ ​ ​ (Mt (wet)) ​ ​ ​ (wet kg/m 2 ) ​ ​ ​ (%) ​ ​ ​ (%) ​ ​ ​ (%) ​ ​ ​ (%) ​ ​ ​ (%) D Measured 4 20.6 1.4 1.2 0.13 32 5.16 D Indicated 261 17.4 1.4 1.14 0.14 31 5.4 D Measured + Indicated 265 17.4 1.4 1.14 0.14 31 5.45 D Inferred 110 15.4 1.4 1.14 0.12 31 5.46 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination.
Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination.
You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC. You are cautioned that mineral resources do not have demonstrated economic value.
You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC. You are cautioned that mineral resources do not have demonstrated economic value.
The TOML Contract Area comprises six separate blocks (A through F) in the CCZ with a combined area of 74,713 square kilometers. ​ ​ TOML Contract Area extents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum Maximum Minimum Maximum Minimum Maximum Minimum Maximum ​ ​ ​ Latitude ​ Latitude ​ Longitude ​ Longitude ​ UTM X ​ UTM X ​ UTM Y ​ UTM Y ​ UTM Area ​ (DD) ​ (DD) ​ (DD) ​ (DD) ​ (m) ​ (m) ​ (m) ​ (m) ​ Zone A ​ 7.167 N ​ 8.167 N ​ 151.667 W ​ 152.510 W ​ 553972 ​ 647187 ​ 792205 ​ 902968 ​ 05N B ​ 13.580 N ​ 14.667 N ​ 132.000 W ​ 133.200 W ​ 694518 ​ 824685 ​ 1502009 ​ 1623605 ​ 08P C 15.000 N 15.800 N 128.583 W 131.000 W 284947 544791 1658371 1747847 09P D 13.125 N 14.083 N 123.583 W 125.333 W 247293 437022 1451031 1557860 10P E 12.750 N 13.083 N 123.583 W 125.333 W 246693 436796 1409563 1447513 10P F 9.895 N 11.083 N 117.817 W 118.917 W 289835 410804 1093917 1225828 11P ​ DD — Decimal degrees, UTM — Universal Transverse Mercator map projection 87 Table of Contents The CCZ lies between Hawaii and Mexico and is accessible by ship from various ports in the U.S. and South America.
The TOML Contract Area comprises six separate blocks (A through F) in the CCZ with a combined area of 74,713 square kilometers. ​ TOML Contract Area extents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ ​ ​ Maximum ​ ​ ​ Minimum ​ ​ ​ Maximum ​ ​ ​ Minimum ​ ​ ​ Maximum ​ ​ ​ Minimum ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ Latitude ​ Latitude ​ Longitude ​ Longitude ​ UTM X ​ UTM X ​ UTM Y ​ UTM Y ​ UTM Area ​ (DD) ​ (DD) ​ (DD) ​ (DD) ​ (m) ​ (m) ​ (m) ​ (m) ​ Zone A ​ 7.167 N ​ 8.167 N ​ 151.667 W ​ 152.510 W ​ 553972 ​ 647187 ​ 792205 ​ 902968 ​ 05N B ​ 13.580 N ​ 14.667 N ​ 132.000 W ​ 133.200 W ​ 694518 ​ 824685 ​ 1502009 ​ 1623605 ​ 08P C 15.000 N 15.800 N 128.583 W 131.000 W 284947 544791 1658371 1747847 09P D 13.125 N 14.083 N 123.583 W 125.333 W 247293 437022 1451031 1557860 10P E 12.750 N 13.083 N 123.583 W 125.333 W 246693 436796 1409563 1447513 10P F 9.895 N 11.083 N 117.817 W 118.917 W 289835 410804 1093917 1225828 11P DD — Decimal degrees, UTM — Universal Transverse Mercator map projection 87 The CCZ lies between Hawaii and Mexico and is accessible by ship from various ports in the U.S. and South America.
The NORI Contract Area comprises four separate blocks (A, B, C and D) in the CCZ with a combined area of 74,830 square kilometers. ​ ​ NORI Contract Area extents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ ​ ​ ​ Latitude ​ Latitude ​ Longitude ​ Longitude ​ UTM X ​ UTM X ​ UTM Y ​ UTM Y ​ UTM Area (DD) (DD) (DD) (DD) (m) (m) (m) (m) Zone A ​ 11.5000 ​ 13.00000 ​ (134.5830) ​ (133.8330) ​ 545220.4 ​ 627276.0 ​ 1271339 ​ 1437255 ​ 8 B ​ 13.5801 ​ 14.00000 ​ (134.0000) ​ (133.2000) ​ 607995.7 ​ 694759.8 ​ 1501590 ​ 1548425 ​ 8 C 12.0000 14.93500 (123.0000) (120.5000) 500000.0 769458.3 1326941 1652649 10 D 9.8950 11.08333 (117.8167) (116.0667) 410465.2 602326.1 1093913 1225353 11 DD — Decimal degrees, UTM — Universal Transverse Mercator map projection As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations.
The NORI Contract Area comprises four separate blocks (A, B, C and D) in the CCZ with a combined area of 74,830 square kilometers. ​ ​ ​ 84 Table of Contents NORI Contract Area extents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ Minimum ​ Maximum ​ ​ ​ ​ Latitude ​ Latitude ​ Longitude ​ Longitude ​ UTM X ​ UTM X ​ UTM Y ​ UTM Y ​ UTM Area ​ ​ ​ (DD) ​ ​ ​ (DD) ​ ​ ​ (DD) ​ ​ ​ (DD) ​ ​ ​ (m) ​ ​ ​ (m) ​ ​ ​ (m) ​ ​ ​ (m) ​ ​ ​ Zone A ​ 11.5000 ​ 13.00000 ​ (134.5830) ​ (133.8330) ​ 545220.4 ​ 627276.0 ​ 1271339 ​ 1437255 ​ 8 B ​ 13.5801 ​ 14.00000 ​ (134.0000) ​ (133.2000) ​ 607995.7 ​ 694759.8 ​ 1501590 ​ 1548425 ​ 8 C 12.0000 14.93500 (123.0000) (120.5000) 500000.0 769458.3 1326941 1652649 10 D 9.8950 11.08333 (117.8167) (116.0667) 410465.2 602326.1 1093913 1225353 11 DD — Decimal degrees, UTM — Universal Transverse Mercator map projection As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations.
NORI Area A, B and C December 31, 2024 In-Situ Mineral Resource estimate at 4 kg/m 2 abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nodule tonnage ​ Abundance ​ Ni ​ Cu ​ Co ​ Mn NORI Area Category (Mt (wet)) (wet kg/m 2 ) (%) (%) (%) (%) A Inferred 72 9.4 1.35 1.06 0.22 28.0 B Inferred 36 11 1.43 1.13 0.25 28.9 C Inferred 402 11 1.26 1.03 0.21 28.3 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
NORI Area A, B and C December 31, 2025 In-Situ Mineral Resource estimate at 4 kg/m 2 abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nodule tonnage ​ Abundance ​ Ni ​ Cu ​ Co ​ Mn NORI Area ​ ​ ​ Category ​ ​ ​ (Mt (wet)) ​ ​ ​ (wet kg/m 2 ) ​ ​ ​ (%) ​ ​ ​ (%) ​ ​ ​ (%) ​ ​ ​ (%) A Inferred 72 9.4 1.35 1.06 0.22 28.0 B Inferred 36 11 1.43 1.13 0.25 28.9 C Inferred 402 11 1.26 1.03 0.21 28.3 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Estimates of nodule abundance and nickel, manganese, cobalt, and copper grades were performed using kriging. A variety of methods was used to validate the estimates, including conditional simulation. The estimates of nodule abundance were used to calculate the tonnage of the mineral resources.
Estimates of nodule abundance and nickel, manganese, cobalt, and copper grades were performed using kriging. A variety of methods were used to validate the estimates, including conditional simulation. The estimates of nodule abundance were used to calculate the tonnage of the mineral resources.
The changes in the above mineral resource estimate from 2013 for the TOML Contract Area are due to: ● the inclusion of Areas E and F for the first time, and high abundances and grades in Area F; ● additional nodule abundance sample information (from box core and photo profile) collected during the 2015 campaign; ● setting the abundance estimates within the no nodule domain to zero in areas covered by MBES (TOML Areas B, C, D, E, F); ● the use of ordinary kriging (rather than inverse distance weighting) supported by short-range variogram to estimate abundance; and ● changes in block model parent cell size related to improved sample spacing.
The changes in the above mineral resource estimate from 2013 for the TOML Contract Area are due to: ● the inclusion of Areas E and F for the first time, and high abundances and grades in Area F; 101 Table of Contents ● additional nodule abundance sample information (from box core and photo profile) collected during the 2015 campaign; ● setting the abundance estimates within the no nodule domain to zero in areas covered by MBES (TOML Areas B, C, D, E, F); ● the use of ordinary kriging (rather than inverse distance weighting) supported by short-range variogram to estimate abundance; and ● changes in block model parent cell size related to improved sample spacing.
We do not believe there have been any other material changes to the estimated mineral resources since the 2021 determination thereof. 90 Table of Contents Mineral Resource Estimate December 31, 2024, In-Situ, for the TOML Contract Area within the CCZ at a 4 kg/m 2 nodule abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tonnes Abundance Ni Cu Co Mn Mineral Resource Classification ​ (x10 6 wet t)* ​ (wet kg/m 2 ) ​ (%) ​ (%) ​ (%) ​ (%) Measured ​ 2.6 ​ 11.8 ​ 1.33 ​ 1.05 ​ 0.23 ​ 27.6 Indicated 69.6 11.8 1.35 1.18 0.21 30.3 Measured + Indicated 72.2 11.8 1.35 1.18 0.21 30.2 Inferred 696 11.3 1.29 1.14 0.20 29.0 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
We do not believe there have been any other material changes to the estimated mineral resources since the 2021 determination thereof. 100 Table of Contents Mineral Resource Estimate December 31, 2025, In-Situ, for the TOML Contract Area within the CCZ at a 4 kg/m 2 nodule abundance cut-off ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tonnes ​ ​ ​ Abundance ​ ​ ​ Ni ​ ​ ​ Cu ​ ​ ​ Co ​ ​ ​ Mn Mineral Resource Classification ​ (x10 6 wet t)* ​ (wet kg/m 2 ) ​ (%) ​ (%) ​ (%) ​ (%) Measured ​ 2.6 ​ 11.8 ​ 1.33 ​ 1.05 ​ 0.23 ​ 27.6 Indicated 69.6 11.8 1.35 1.18 0.21 30.3 Measured + Indicated 72.2 11.8 1.35 1.18 0.21 30.2 Inferred 696 11.3 1.29 1.14 0.20 29.0 Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities.
Moisture content was estimated to be 24% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery. ​ Due to the extremely low variance in the grades and the high metal content of the nodules, a cut-off based on abundance is appropriate for determining the limits of economic exploitation.
Moisture content was estimated to be 28% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery. ​ Due to the extremely low variance in the grades and the high metal content of the nodules, a cut-off based on abundance is appropriate for determining the limits of economic exploitation.
The pyrometallurgical process is expected to be similar to that successfully used to process some nickel laterite ores. 83 Table of Contents The hydrometallurgical refinery concept is based on a sulfuric acid leach flowsheet. A two-stage leach would be used to produce copper cathode and a pregnant leach solution rich in nickel and cobalt, while low in copper.
The pyrometallurgical process is expected to be similar to that successfully used to process some nickel laterite ores. 93 Table of Contents The hydrometallurgical refinery concept is based on a sulfuric acid leach flowsheet. A two-stage leach would be used to produce copper cathode and a pregnant leach solution rich in nickel and cobalt, while low in copper.
This plan will involve an ecosystem approach incorporating an adaptive management system. 84 Table of Contents The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the CCZ. No significant commercial fishing is carried out in the area.
This plan will involve an ecosystem approach incorporating an adaptive management system. 94 Table of Contents The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the CCZ. No significant commercial fishing is carried out in the area.
The energy to achieve the lift is expected to be supplied by compressors housed on the PSV, which is expected to be capable of generating very high air pressures. The PSVs are expected to each support a RALS and its handling equipment, and are expected to house the airlift compressors, collector vehicle control stations, and material handling equipment.
The energy to achieve the lift is expected to be supplied by compressors housed on the PSV, which is expected to be capable of generating very high air pressures. The PVs are expected to each support a RALS and its handling equipment, and are expected to house the airlift compressors, collector vehicle control stations, and material handling equipment.
The second pyrometallurgical step (sulphidization of the alloy produced in the first step to form a matte and then partially conversion in a Peirce-Smith converter to remove iron), while not widely practiced, also has commercial precedent at the Doniambo plant of Societe Le Nickel in New Caledonia.
The second pyrometallurgical step (sulphidization of the alloy produced in the first step to form a matte and then partially conversion in a Peirce-Smith converter to remove iron), while not widely practiced, also has commercial precedent at the Koniambo plant of Societe Le Nickel in New Caledonia.
It is reasonable to assume that a reasonable level of care was applied by the ISA. ● Comparison of the six independent data sets from the CCZ shows a high level of consistency in abundance and grade and, conversely, provides no evidence of bias or systematic error in the TOML data. ● Recent TOML nodule sampling confirms the existence, and abundance and grade continuity of the polymetallic nodules within the TOML Exploration Areas.
It is reasonable to assume that a reasonable level of care was applied by the ISA. 105 Table of Contents ● Comparison of the six independent data sets from the CCZ shows a high level of consistency in abundance and grade and, conversely, provides no evidence of bias or systematic error in the TOML data. ● Recent TOML nodule sampling confirms the existence, and abundance and grade continuity of the polymetallic nodules within the TOML Exploration Areas.
Using a different system to OMI, Ocean Mining Associates recovered approximately 500 tonnes of nodules during its trial collection in the 1970s. Between 1969 and 1974, Deepsea Ventures Inc. carried out 16 survey cruises of three to four weeks’ duration each, to define the extent of the polymetallic nodule deposit discovered by them in 1969 in the CCZ.
Using a different system to OMI, Ocean Mining Associates recovered approximately 500 tonnes of nodules during its trial collection in the 1970s. 85 Table of Contents Between 1969 and 1974, Deepsea Ventures Inc. carried out 16 survey cruises of three to four weeks’ duration each, to define the extent of the polymetallic nodule deposit discovered by them in 1969 in the CCZ.
The Qualified Person considered that this timeframe is reasonable in view of the likely time required to bring the majority of the NORI mineral resources into production. Sampling of NORI Area D at a spacing of 10 kilometers by 10 kilometers during the 2019 campaign confirmed that the nodules have low variability and high continuity.
The qualified Person considered that this timeframe is reasonable in view of the likely time required to bring the majority of the NORI mineral resources into production. 88 Table of Contents Sampling of NORI Area D at a spacing of 10 kilometers by 10 kilometers during the 2019 campaign confirmed that the nodules have low variability and high continuity.
NORI has commenced the ESIA process in support of an application for an exploitation contract for the commercial collection of deep-sea polymetallic nodules. A comprehensive program of metocean and biological data acquisition was completed, which required to characterize the baseline conditions at a designated Collector Test site and control sites in the NORI Contract Area.
NORI has commenced the ESIA process in support of an application for a commercial recovery permit for the commercial collection of deep-sea polymetallic nodules. A comprehensive program of metocean and biological data acquisition was completed, which was required to characterize the baseline conditions at a designated Collector Test site and control sites in the NORI Contract Area.
The TOML Contract Area is an exploration stage property. 86 Table of Contents Location of the TOML Contract Area and access The TOML Contract Area is located within the CCZ of the northeast Pacific Ocean. The CCZ is located in international waters between Hawaii and Mexico.
The TOML Contract Area is an exploration stage property. 96 Table of Contents Location of the TOML Contract Area and access ​ The TOML Contract Area is located within the CCZ of the northeast Pacific Ocean. The CCZ is located in international waters between Hawaii and Mexico.
NORI obligations and sponsorship See Business Regulations-The NORI Exploration Contract, Business Regulations-The NORI Sponsorship Agreement above for information related to this agreement in the NORI Contract Area. Royalties and taxes See Business Regulations-Royalties and taxes above for information with respect to our obligations for royalties and taxes in the NORI Contract Area.
NORI obligations and sponsorship See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement above for information related to this agreement in the NORI Contract Area. Royalties and taxes See Business- Laws and Regulations-Royalties and Taxes above for information with respect to our obligations for royalties and taxes in the NORI Contract Area.
The test did not demonstrate the transshipment of nodules to a shore-based facility. ● Project Zero System would be an extension of the Collector Test using an upgrade of the Hidden Gem to produce a sufficient and continuous quantity of nodules to support commercial operation commencing at 1.3 Mtpa increasing in staged increments to 3.0 Mtpa of wet nodules delivered to a shore-based facility.
The test did not demonstrate the transshipment of nodules to a shore-based facility. ● Production System #1 (“PV1”) would be an extension of the Collector Test using an upgrade of the Hidden Gem to produce a sufficient and continuous quantity of nodules to support commercial operation commencing at 1.3 Mtpa increasing in staged increments to 3.0 Mtpa of wet nodules delivered to a shore-based facility.
Assaying of nodules collected by NORI in 2012, 2013, 2018, and 2019 confirm the mean grades of the historical grab samples and support the contention that the quality of the pioneer investor data is satisfactory for inclusion in resource estimation.
Assaying of nodules collected by NORI in 2012, 2013, 2018, 2019, 2020, 2022 and 2023 confirm the mean grades of the historical grab samples and support the contention that the quality of the pioneer investor data is satisfactory for inclusion in resource estimation.
The estimate of dewatering recovery used in the NORI Technical Report Summary is higher than indicated by the 1970s test work because data that has come to light recently suggests the amount of breakup during lifting the nodules up the RALS may be significantly less than previously assumed (Kennecott (1978), Deep Reach Technology (“DRT”) (2015)).
The estimate of dewatering recovery used in the NORI-D PFS is higher than indicated by the 1970s test work because data that has come to light recently suggests the amount of breakup during lifting the nodules up the RALS may be significantly less than previously assumed (Kennecott (1978), Deep Reach Technology (“DRT”) (2015)).
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the TOML Technical Report Summary, which has been incorporated by reference as exhibit 96.2 to this Annual Report.
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of TOML and NORI IA, which has been incorporated by reference as exhibit 96.2 to this Annual Report.
In the event that we determine that any of modifying factors, estimates and other scientific and technical information in the report materially change, we may update or file a new technical report in the future.
In the event that we determine that any of modifying factors, estimates and other scientific and technical information in the TOML and NORI IA materially change, we may update or file a new technical report in the future.
The polymetallic nodule mineralization in NORI Areas A, B and C has similar characteristics to NORI Area D and it is reasonable to assume that the technology proposed in the NORI Technical Report Summary would be suitable for development of these additional areas.
The polymetallic nodule mineralization in NORI Areas A, B and C has similar characteristics to NORI Area D and it is reasonable to assume that the technology proposed in the NORI-D PFS would be suitable for development of these additional areas.
The proposed seafloor development phases are as follows: ● The Collector Test was designed to perform proof of concept for the methods of collecting and lifting the nodules while acquiring sufficient data to design a commercial system. The Collector Test used a converted sixth generation drillship, the Hidden Gem .
The proposed seafloor development phases are as follows, as outlined in the NORI-D PFS: ● The Collector Test was designed to perform proof of concept for the methods of collecting and lifting the nodules while acquiring sufficient data to design a commercial system. The Collector Test used a converted sixth generation drillship, the Hidden Gem .
Overall resource recovery factor 73% Is the product of the resource area efficiency * collector pick-up efficiency * collector under flow efficiency * (1 — nodule attrition (%)), * trans-shipment efficiency (92%*90%*95%*100%*93%). ​ For more information on polymetallic nodule collection methods, see Section 13 of the NORI Technical Report Summary.
Overall resource recovery factor 73% Is the product of the resource area efficiency * collector pick-up efficiency * collector under flow efficiency * (1 — nodule attrition (%)), * trans-shipment efficiency (92%*90%*95%*100%*93%). ​ For more information on polymetallic nodule collection methods, see Section 13 of the NORI-D PFS.
The onshore environmental and social impacts are in the process of being evaluated as part of the feasibility being undertaken by PAMCO under the binding MoU signed in November 2023 for nodules that would be processed at their existing facility in Hachinohe, Japan.
The onshore environmental and social impacts are in the process of being evaluated as part of the feasibility being undertaken by PAMCO under the binding MoU signed in November 2023 for nodules that would be processed at their existing facility in Hachinohe, Japan, which was completed in June 2025.
Approximately 7.3 Mt of manganese silicate is expected to be produced per annum (from steady state operation from 2030 onwards). For more information on mineral processing and metallurgical testing, see Section 14 of the NORI Technical Report Summary.
Approximately 7.3 Mt of manganese silicate is expected to be produced per annum (from steady state operation from 2030 onwards). For more information on mineral processing and metallurgical testing, see Section 14 of the NORI-D PFS.
The pyrometallurgical process is expected to generate a manganese silicate stream that we believe could be sold to the manganese industry and small converter slag stream that we believe could be sold for industrial applications. No value has been ascribed to converter slag in the NORI Technical Report Summary.
The pyrometallurgical process is expected to generate a manganese silicate stream that we believe could be sold to the manganese industry and small converter slag stream that we believe could be sold for industrial applications. No value has been ascribed to converter slag in the NORI-D PFS.
We do not believe there have been any other material changes to the estimated mineral resources since the 2021 determination thereof.
We do not believe there have been any other material changes to the estimated mineral resources since the initial 2025 determination thereof.
From here, the CCZ extends almost 5,000 kilometers east-northeast, in an approximately 600 kilometers wide trend, with the eastern limits approximately 2,000 kilometers west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets.
The western-end of the CCZ is approximately 1,000 kilometers south of the Hawaiian island group. From here, the CCZ extends almost 5,000 kilometers east-northeast, in an approximately 600 kilometers wide trend, with the eastern limits approximately 2,000 kilometers west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets.
The above mineral resource estimate (measured, indicated and inferred mineral resources), which was informed by data collected by TOML in 2013 and 2015, is presented in Table 11.9 of the TOML Technical Report Summary.
The above mineral resource estimate (measured, indicated and inferred mineral resources), which was informed by data collected by TOML in 2013 and 2015, is presented in Table 11.9 of the TOML and NORI IA.
This is discussed further in Section 11.9.5 of the TOML Technical Report Summary, which assessed the following mineral processing scenario. The first part of the pyrometallurgical process is the RKEF process that is widely used in the nickel laterite industry.
This is discussed further in Section 11.9.5 of the TOML and NORI IA, which assessed the following mineral processing scenario. The first part of the pyrometallurgical process is the RKEF process that is widely used in the nickel laterite industry.
A split of the nodules was dried, crushed and ground to enable grade determination via standard analytical methods (typically atomic absorption spectrometry, X-ray fluorescence or inductively coupled plasma methods), either on the vessel or back on shore. Specific nodule chemical standards were used for instrument calibration.
A split of the nodules was dried, crushed and ground to enable grade determination via standard analytical methods (typically atomic absorption spectrometry, X-ray fluorescence or inductively coupled plasma methods), either on the vessel or back on shore. Specific nodule chemical standards were used for instrument calibration. TOML also present the results of field, submitted and laboratory duplicates of nodule samples.
Mineral processing and metallurgical testing A combined pyro-metallurgical and hydro-metallurgical flowsheet was evaluated for the initial assessment included in the NORI Technical Report Summary. Similar flowsheets were investigated at various times over the last several decades. NORI has undertaken bench-scale test-work and is in the process of completing pilot-scale testing of the proposed flowsheet.
Mineral processing and metallurgical testing A combined pyro-metallurgical and hydro-metallurgical flowsheet was evaluated in the NORI-D PFS. Similar flowsheets were investigated at various times over the last several decades. NORI has undertaken bench-scale test-work and is in the process of completing pilot-scale testing of the proposed flowsheet.
A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. About 97% of the NORI Area D resource is defined in the measured and indicated categories.
A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Approximately 97% of the NORI Area D mineral resource and approximately 7% of the NORI Areas A, B and C resource are defined in the measured and indicated categories.
The phased approach will facilitate de-risking of the project for relatively low initial capital investment. Additionally, this phased development will allow for an adaptive approach to environmental management providing learning at small-scale which would be applied as the development increases in scale. The development plan has been refined since the creation of the NORI Technical Report Summary.
The phased approach will facilitate de-risking of the project for relatively low initial capital investment. Additionally, this phased development will allow for an adaptive approach to environmental management providing learning at small-scale which would be applied as the development increases in scale.
The plan will specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting. The plan will be submitted to the ISA as part of the ISA Exploitation Contract application.
The plan will specify the objectives and purpose of all monitoring requirements, the components to be monitored, frequency of monitoring, methods of monitoring, analysis required in each monitoring component, monitoring data management and reporting.
It would also allow for the implementation and testing of adaptive management systems to ensure environmental compliance. ● Project Zero Plan of Work application contemplates that an increase in production is achieved via the introduction of another production vessel with the capacity of up to 3.0 Mtpa. ● The processing of the polymetallic nodules would also be ramped up in phases: ● In Project Zero, NORI proposes to toll-treat polymetallic nodules at existing RKEF smelters, utilizing excess industry capacity.
It would also allow for the implementation and testing of adaptive management systems to ensure environmental compliance. ● We contemplate that an increase in production is achieved via the introduction of another production vessel with the capacity of up to 3.0 Mtpa. ● The processing of the polymetallic nodules would also be ramped up in phases: ​ 91 Table of Contents ● We propose to toll-treat polymetallic nodules at existing RKEF smelters, utilizing excess industry capacity.
Tenements and permits See Business Regulations-The TOML Exploration Contract, Business Regulations-The TOML Sponsorship Agreement and Business Regulations- International Seabed Authority above for information related to tenements and permits in the TOML Contract Area TOML obligations and sponsorship See Business Regulations-The TOML Exploration Contract, Business Regulations-The TOML Sponsorship Agreement above for information related to this agreement in the TOML Contract Area.
Tenements and permits See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement and Business- Laws and Regulations- International Seabed Authority above for information related to tenements and permits in the NORI Contract Area.
The process assumptions used in this TOML Technical Report Summary will need to be verified as the project proceeds. For more information on mineral processing and metallurgical testing, see Section 10 of the TOML Technical Report Summary.
The process assumptions used in this TOML and NORI IA will need to be verified as the project proceeds. 104 Table of Contents For more information on mineral processing and metallurgical testing, see Section 10 of the TOML and NORI IA.
Figure 6.9 to Figure 6.11 of the TOML Technical Report Summary illustrate the remarkable continuity of grades and abundances across the whole of the CCZ. The morphological features of the seafloor are similar in the TOML and the NORI Areas, which all lie within the Abyssal Plains and are characterized by sub-parallel basaltic lava ridges called abyssal hills.
Figure 6.4 to Figure 6.8 of the TOML and NORI IA illustrate the remarkable continuity of grades and abundances across the whole of the CCZ. 98 Table of Contents The morphological features of the seafloor are similar in the TOML and the NORI Areas, which all lie within the Abyssal Plains and are characterized by sub-parallel basaltic lava ridges called abyssal hills.
The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the TOML Areas. No significant commercial fishing is carried out in the area.
The social impacts of the offshore operation are expected to be positive. The CCZ is uninhabited by people, and there are no landowners associated with the TOML Areas. No significant commercial fishing is carried out in the area. The project is expected to provide a source of revenue to the sponsor country, Tonga, and to the ISA.
Data analysis in Section 9 of the NORI Technical Report Summary shows that nodule abundance variability is significantly higher than metal grades, suggesting that abundance estimation will be the key variable in mineral resource estimation. NORI completed offshore exploration campaigns in 2012, 2013, 2018, 2019 and 2020.
Data analysis in Section 9 of the NORI-D PFS shows that nodule abundance variability is significantly higher than metal grades, suggesting that abundance estimation will be the key variable in mineral resource estimation. 86 Table of Contents NORI completed offshore exploration campaigns in 2012, 2013, 2018, 2019, 2020, 2022, 2023 and 2024.
See Section 3 of the NORI Technical Report Summary for further specific information of the location of the NORI Contract Area. 76 Table of Contents Tenements and permits See Business Regulations-The NORI Exploration Contract, Business Regulations-The NORI Sponsorship Agreement and Business Regulations- International Seabed Authority above for information related to tenements and permits in the NORI Contract Area.
See Section 3 of the TOML and NORI IA for further specific information of the location of the TOML Contract Area. 97 Table of Contents Tenements and permits See Business- Laws and Regulations-The TOML ISA Exploration Contract, Business- Laws and Regulations-The TOML Sponsorship Agreement and Business- Laws and Regulations- International Seabed Authority above for information related to tenements and permits in the TOML Contract Area.
The development plan for commercial development of polymetallic nodule deposits in the CCZ were studied as described in the NORI Technical Report Summary.
The development plan for commercial development of polymetallic nodule deposits in the CCZ were studied as described in the NORI-D PFS.
Documentation verified by the Qualified Person includes photographs, daily exploration reports, digital logging sheets and original assay reports. In the opinion of the Qualified Person, the NORI data was of high quality and suitable for estimation of measured mineral resources.
Data collected by NORI is well-documented and was subject to satisfactory quality assurance/quality control processes. Documentation verified by the qualified person includes photographs, daily exploration reports, digital logging sheets and original assay reports. In the opinion of the qualified person, the NORI data was of high quality and suitable for estimation of measured mineral resources.
TOML also present the results of field, submitted and laboratory duplicates of nodule samples. 89 Table of Contents Analysis of the data revealed that, as a consequence of their origin, nodule grades vary only slightly across the CCZ, with spatial continuity of the abundance, Mn, Ni, Co, and Cu grades often ranging from the order of several kilometers up to several tens of kilometers.
Analysis of the data revealed that, as a consequence of their origin, nodule grades vary only slightly across the CCZ, with spatial continuity of the abundance, Mn, Ni, Co, and Cu grades often ranging from the order of several kilometers up to several tens of kilometers.
The nickel and cobalt are expected to be purified using solvent extraction, ion exchange and precipitation, which are all commercially proven hydrometallurgical processes.
The nickel and cobalt are expected to be purified using solvent extraction, ion exchange and precipitation, which are all commercially proven hydrometallurgical processes. Battery grade nickel and cobalt sulfate are expected to then be crystallized from the purified solutions.
Battery grade nickel and cobalt sulfate are expected to then be crystallized from the purified solutions. 93 Table of Contents The pyrometallurgical process is expected to form two byproducts as well as the matte for the hydrometallurgical refinery: ● an electric furnace slag containing silica and 53% MnO that is intended to be sold as feed to the Si-Mn industry; and ● a converter aisle slag that could be used for aggregate in road construction or other applications.
The pyrometallurgical process is expected to form two byproducts as well as the matte for the hydrometallurgical refinery: ● an electric furnace slag containing silica and 53% MnO that is intended to be sold as feed to the Si-Mn industry; and ● a converter aisle slag that could be used for aggregate in road construction or other applications.
Nodule production would be increased in phases by treatment in this new plant and existing RKEFs. Collection methods The main items of offshore infrastructure are the nodule collector vehicles, the riser, and three production support vessels (“PSV”): Hidden Gem ; Drill Ship 2; and Collector Ship 1. Collector Ship 1 is intended to be supported by a collector support vessel.
Nodule production would be increased in phases by treatment in this new plant and existing RKEFs. Collection methods The main items of offshore infrastructure are the nodule collector vehicles, the riser, and four production support vessels (“PSV”): Hidden Gem, expected to be PV1; Production Vessel #2, Production Vessel #3 and Production Vessel #4.
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the NORI Technical Report Summary, which has been incorporated by reference as Exhibit 96.1 to this Annual Report. The NORI Technical Report Summary is incorporated herein by reference and made a part hereof.
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the NORI-D PFS and the TOML and NORI IA, which are incorporated by reference as Exhibit 96.1 and Exhibit 96.2, respectively, to this Annual Report.
See Section 5 of the TOML Technical Report Summary for further specific information of the history of previous exploration of the TOML Contract Area. 88 Table of Contents Geology and sampling Seafloor polymetallic nodules occur in all oceans but the CCZ hosts a relatively high abundance of nodules.
See Section 5 of the NORI-D PFS for further specific information of the history of previous exploration of the NORI Contract Area. Geology and sampling Seafloor polymetallic nodules occur in all oceans, but the CCZ hosts a relatively high abundance of high Ni and Cu grade nodules.
The indicated mineral resource was assigned to the area within NORI Area D where box-core sampling was conducted on a nominal spacing of 7 kilometers by 7 kilometers or 10 kilometers by 10 kilometers but without additional photo-estimates of nodule abundance.
The indicated mineral resource was assigned to the area within NORI Area D where box-core sampling was conducted on a nominal spacing of 7 kilometers by 7 kilometers or 10 kilometers by 10 kilometers but without additional photo-estimates of nodule abundance. 87 Table of Contents The inferred mineral resource was assigned to the areas of abyssal plain in the southeast corner of NORI Area D that are largely unsampled.
Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category.
About 10% of the TOML Contract Area resource is defined in the measured and indicated categories. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category.
No rock cutting, digging, drill-and-blast, or other breakage will be required at the point of collection. The collectors are expected to be remotely controlled and supplied with electric power via umbilical cables from the PSV. Suction dredge heads on each collector are expected to recover a dilute slurry of nodules, sediment, and water from the seafloor.
The nodules are expected to be collected from the seafloor by self-propelled, tracked, collector vehicles. No rock cutting, digging, drill-and-blast, or other breakage will be required at the point of collection. The collectors are expected to be remotely controlled and supplied with electric power via umbilical cables from the PSV.
This system also provided backscatter data with which seafloor characteristics could be interpreted; ● detailed seafloor survey work with an autonomous underwater vehicle (AUV), utilizing an MBES, Side Scan Sonar (SSS), Sub-Bottom Profiler (SBP), and camera payload; and ● a total of 252 box core samples collected using a 0.75 square meters box corer, mainly on a 10 kilometers by 10 kilometers square grid were used for resource evaluation. 78 Table of Contents The nodules in the box cores were collected, and their characteristics measured and recorded in detail.
This system also provided backscatter data with which seafloor characteristics could be interpreted; ● detailed seafloor survey work with an autonomous underwater vehicle (AUV), utilizing an MBES, Side Scan Sonar (SSS), Sub-Bottom Profiler (SBP), and camera payload; ● a total of 252 box core samples collected using a 0.75 square meters box corer, mainly on a 10 kilometers by 10 kilometers square grid were used for resource evaluation; ● additional 36 box core samples were collected to better define resources ahead of the 2022 Test Mining and to evaluate mining nodule recovery; and ● 57 in-situ cone penetrometer tests were completed ahead of and following the 2022 Test Mining.
In the event that we determine that any modifying factors, estimates and other scientific and technical information in the report materially change, we may update or file a new technical report in the future.
Each of the Technical Reports are incorporated herein by reference and made a part hereof. In the event that we determine that any modifying factors, estimates and other scientific and technical information in either Technical Report materially change, we may update or file a new technical report in the future.
A number of at-sea trial collection operations were successfully carried out in the CCZ in the 1970s to test potential collection concepts. These system tests evaluated the performance of a self-propelled and several towed collection and collection devices, along with submersible pumps and airlift technology for lifting the nodules from the deep ocean floor to the support vessel.
These system tests evaluated the performance of a self-propelled and several towed collection and collection devices, along with submersible pumps and airlift technology for lifting the nodules from the deep ocean floor to the support vessel.
The commonality between the polymetallic nodule deposits in NORI Area D and the TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area.
The commonality between the polymetallic nodule deposits in NORI Area D and the TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area. 102 Table of Contents Collection methods Recovery and collection methods that could be employed for commercial development of polymetallic nodule deposits in the CCZ were studied as described in the TOML and NORI IA.
TOML Contract Area The information that follows relating to the TOML Contract Area of the CCZ is derived, for the most part, from, and in some instances is an extract from, the TOML Technical Report Summary prepared in compliance with the SEC Mining Rules.
PROPERTIES NORI Contract Area The information that follows relating to the NORI Contract Area of the CCZ subject to the NORI Exploration Contract with the ISA is derived, for the most part, from, and in some instances is an extract from, NORI-D PFS and the TOML and NORI IA, both issued in August 2025 and prepared in compliance with the SEC Mining Rules.
Internal controls and data verification The original assay sheets for the individual samples collected by the pioneer investors from within the NORI Area are not available for auditing against the values in the database.
For more information on environmental studies, permitting and social or community impact, see Section 17 of the NORI-D PFS. Internal controls and data verification The original assay sheets for the individual samples collected by the pioneer investors from within the NORI Area are not available for auditing against the values in the database.
Nodule abundance is sometimes less continuous than grade, as it is also subject to local changes in net sedimentation (a consequence of seafloor slope, slumping, erosion and local currents). For more information about the TOML exploration campaigns in 2013 and 2015, see Section 7 of the TOML Technical Report Summary.
Nodule abundance is sometimes less continuous than grade, as it is also subject to local changes in net sedimentation (a consequence of seafloor slope, slumping, erosion and local currents).
The Qualified Person considered that the combination of the TOML historical nodule sample data (physical samples and photo based long axis estimates) combined with detailed backscatter, photo profiling and geological interpretation is sufficient to estimate polymetallic nodule indicated mineral resources and, in one small especially data rich area, measured mineral resources. 95 Table of Contents The primary characteristic of the polymetallic nodule deposit that separates this deposit from typical terrestrial manganese, nickel and copper deposits is that the nodules themselves can be accurately mapped through photo-profiles and backscatter acoustic response.
The qualified person considered that the combination of the TOML historical nodule sample data (physical samples and photo based long axis estimates) combined with detailed backscatter, photo profiling and geological interpretation is sufficient to estimate polymetallic nodule indicated mineral resources and, in one small especially data rich area, measured mineral resources.
Mineral resource estimate The mineral resource was classified on the basis of the quality and uncertainty of the sample data and sample spacing, in accordance with the definitions of “inferred mineral resource,” “indicated mineral resource” and “measured mineral resource” under the SEC Mining Rules.
For more information about the TOML exploration campaigns in 2013 and 2015, see Section 7 of the TOML and NORI IA. 99 Table of Contents Mineral resource estimate The mineral resource was classified on the basis of the quality and uncertainty of the sample data and sample spacing, in accordance with the definitions of “inferred mineral resource,” “indicated mineral resource” and “measured mineral resource” under the SEC Mining Rules.
The commonality between the polymetallic nodule deposits in NORI Area D and TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area.
As noted in Section 10 of the TOML and NORI IA, all published historical work indicates that processing of nodules is technically feasible. 103 Table of Contents The commonality between the polymetallic nodule deposits in NORI Area D and TOML Contract Area indicates that the methods proposed for the development of NORI Area D can reasonably be assumed to be equally relevant for future development in the TOML Contract Area.
The energy to achieve the lift is planned to be supplied by compressors housed on the PSV, which are planned to be capable of generating very high air pressures, up to 15 MPa. The PSVs are planned to each support a RALS and its handling equipment, and to house the airlift compressors, collector vehicle control stations, and material handling equipment.
The energy to achieve the lift is planned to be supplied by compressors housed on the PSV, which are planned to be capable of generating very high air pressures, up to 15 MPa.
The recovery value is based upon test work conducted in the 1970s. Nodule recovery efficiency is the product of nodule entrainment efficiency, subsea concentrator recovery, and dewatering system efficiency.
Nodule recovery efficiency is the product of nodule entrainment efficiency, subsea concentrator recovery, and dewatering system efficiency.
Geology and sampling Seafloor polymetallic nodules occur in all oceans, but the CCZ hosts a relatively high abundance of high Ni and Cu grade nodules. The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth. The average depth of the seafloor in the Project Area is 3,800 to 4,200 meters.
The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth. The average depth of the seafloor in the Project Area is 3,800 to 4,200 meters.
The project is expected to provide a source of revenue to the sponsor country, Tonga, and to the ISA. 94 Table of Contents The onshore environmental and social impacts have not yet been assessed because the process plant has not been designed in detail, and the location and host country (and hence regulatory regime) not confirmed.
The onshore environmental and social impacts have not yet been assessed because the process plant has not been designed in detail, and the location and host country (and hence regulatory regime) not confirmed. The planned metallurgical process is not expected to generate solid waste products.
The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth. This mineral field is essentially a single mineral deposit almost 5,000 kilometers in length and up to 600 kilometers wide. The size and level of uniformity of mineralization is unmatched by any mineral deposit of similar value on land.
Geology and sampling Seafloor polymetallic nodules occur in all oceans but the CCZ hosts a relatively high abundance of nodules. The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth. This mineral field is essentially a single mineral deposit almost 5,000 kilometers in length and up to 600 kilometers wide.
Item 2. PROPERTIES NORI Contract Area The information that follows relating to the NORI Contract Area of the CCZ is derived, for the most part, from, and in some instances is an extract from, the NORI Technical Report Summary prepared in compliance with the SEC Mining Rules.
TOML Contract Area The information that follows relating to the TOML Contract Area of the CCZ subject to the TOML Exploration Contract with the ISA is derived, for the most part, from, and in some instances is an extract from, the TOML and NORI IA.
The estimated mineral resources were determined in 2021 as of December 31, 2020 and also reflect the estimated mineral resources as of December 31, 2024, as none of the mineral resources in these areas were depleted by mining or any other activities.
The estimated mineral resources in area set forth below were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities and are reflected in the TOML and NORI IA.
Lockheed’s design efforts resulted in over 80 patents, a seafloor production system that consisted of a remote-controlled collector and crusher, a seafloor to surface slurry riser system, the first industrial-scale dynamic positioning system for a vessel, and a metallurgical processing plant. 77 Table of Contents Upon making an application, the pioneer investors were required to submit sufficient data and information to enable designation of a reserved area based on the estimated commercial value.
Lockheed’s design efforts resulted in over 80 patents, a seafloor production system that consisted of a remote-controlled collector and crusher, a seafloor to surface slurry riser system, the first industrial-scale dynamic positioning system for a vessel, and a metallurgical processing plant.
The average targeted processing rate for the new processing plant at full capacity is expected to be 6.4 Mtpa of nodules (dry basis). The location and host country of the processing operation has not yet been determined. Engineering design has not yet been undertaken.
The average targeted production rate for the new hydrometallurgical plant at full capacity is expected to be 6.4 Mtpa of nodules (dry basis). The NORI-D PFS assumes this refining operation will be in Texas in the United States. Detailed engineering design has not yet been undertaken.
The mechanism of formation of the nodules is interpreted to be essentially identical across the entire CCZ, with only minor local variations. Consequently, there is relatively little difference between the size, shape or metal content of the nodules from one area to another.
Consequently, there is relatively little difference between the size, shape or metal content of the nodules from one area to another.
As used in this Annual Report, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined and used in accordance with the SEC Mining Rules set forth in subpart 1300 of Regulation S-K.
As used in this Annual Report, the terms “pre-feasibility study,” “feasibility study,” “initial assessment,” “mineral reserve,” “probable mineral reserve,” proven mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” are defined and used in accordance with the SEC Mining Rules.
These estimates are presented on an undiluted basis without adjustment for resource recovery. 80 Table of Contents Information concerning our mineral properties in the NORI Technical Report Summary and in this Annual Report includes information that has been prepared in accordance with the requirements of the SEC Mining Rules set forth in subpart 1300 of Regulation S-K.
Moisture content was estimated to be 24% w/w. These estimates are presented on an undiluted basis without adjustment for resource recovery. ​ Information concerning our mineral properties in the Pre-Feasibility Study for NORI-D PFS, the TOML and NORI IA and in this Annual Report includes information that has been prepared in accordance with the requirements of the SEC Mining Rules.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeA resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved. ​ 96 Table of Contents On January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v.
Biggest changeOn January 23, 2023, investors in the 2021 private placement from the Business Combination filed a lawsuit against us 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.).
There is no assurance, however, that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action.
F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
The complaint alleges that all defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Messrs.
The amended complaint alleges that we 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. We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023.
The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023.
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.
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.
On November 8, 2024, a shareholder filed a putative class action against us 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.
Such losses or range of possible losses cannot be reliably estimated. 106 Table of Contents On November 8, 2024, a shareholder filed a putative class action against us 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.
Pursuant to court-approved scheduling, we are expected to serve a motion to dismiss by April 10, 2025, the lead plaintiff is expected to file an opposition by May 15, 2025, and we are expected to reply by June 5, 2025. We intend to defend against the lawsuit.
Pursuant to court-approved scheduling, we filed our motion to dismiss on April 10, 2025. The lead plaintiff filed an opposition on May 15, 2025, and we filed our reply on June 5, 2025. On June 18, 2025, the Court granted our motion to dismiss in full but granted plaintiffs leave to amend.
Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). We filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023.
We 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 we breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing.
Removed
Item 3. LEGAL PROCEEDINGS Except as set forth below, we are not currently a party to any material legal proceedings. On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc.
Added
Item 3. LEGAL PROCEEDINGS Except as set forth below, we are not currently a party to any material legal proceedings.
Removed
Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc.
Added
The plaintiffs filed a Second Amended Complaint on July 2, 2025. Our motion to dismiss the Second Amended Complaint was filed on August 6, 2025, the plaintiff’s opposition was filed on September 9, 2025, and our reply was filed by September 23, 2025.
Removed
These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings.
Added
On January 20, 2026, the Court granted our motion to dismiss with prejudice, and the case was dismissed in its entirety. No appeal was filed, and the matter is now considered closed.
Removed
We deny any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling.
Added
On January 16, 2026, American Metal Inc. and American Metal Resources LLC filed a civil claim 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.
Removed
If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter. Such losses or range of possible losses either cannot be reliably estimated.
Added
The notice of civil claim alleges various causes of action, including tortious intimidation, breach of contract, breach of confidence and breach of the duty of honest performance, arising from discussions between the parties regarding potential collaboration and the submission of applications for deep seabed mineral exploration licenses to the United States National Oceanic and Atmospheric Administration.
Removed
There is no assurance that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated.
Added
The plaintiffs seek damages and other relief, including a declaration and constructive trust in respect of any exploration licenses awarded to TMC USA. On March 3, 2026, we filed a response to civil claim denying the material allegations in the notice of civil claim.
Removed
There can be no assurance, however, that we will be successful in our defense, or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Due to the early stage of this litigation, such losses or range of possible losses cannot be reliably estimated. Item 4.
Added
On the same date, we filed a counterclaim against Robert Heydon, American Metal Inc. and American Metal Resources LLC alleging, among other things, breach of contract, breach of confidence, breach of fiduciary duty, inducement of breach of contract and related claims arising from the alleged misuse of the Company’s confidential information in connection with competing license applications.
Removed
MINE SAFETY DISCLOSURES Not applicable. ​ 97 Table of Contents PART II ​
Added
The litigation is in its early stages and no trial date has been set. We intend to vigorously defend against the claims and pursue our counterclaim. At this time, we are unable to estimate the potential loss, if any, associated with this matter. Item 4. MINE SAFETY DISCLOSURES Not applicable. ​ 107 Table of Contents PART II ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShareholders and Holders of Public Warrants As of March 20, 2025, there were approximately 347,910,742 Common Shares issued and outstanding held of record by 79 holders, approximately 15,000,000 Public Warrants held of record by one holder exercisable for one Common Share at a price of $11.50 per share.
Biggest changeShareholders and Holders of Public Warrants As of March 26, 2026, there were approximately 433,188,187 common shares issued and outstanding held of record by 356 holders, approximately 15,000,000 Public Warrants held of record by one holder exercisable for one common share at a price of $11.50 per share.
Such numbers do not include beneficial owners holding our securities through nominee names. Unregistered Sales of Securities None Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the quarter ended December 31, 2024.
Such numbers do not include beneficial owners holding our securities through nominee names. Unregistered Sales of Securities None Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the quarter ended December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the periods ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Year Ended (Dollar amounts in thousands, ​ December 31, ​ December 31, ​ except as noted) 2024 2023 % Change 2024 2023 % Change ​ Exploration and evaluation expenses ​ $ 8,304 $ 26,677 (69) % $ 50,643 $ 49,849 2 % General and administrative expenses ​ 8,044 ​ 6,582 22 % ​ 30,644 ​ 22,540 36 % Equity-accounted investment loss ​ ​ 29 ​ ​ 96 ​ (70) % ​ 226 ​ ​ 571 ​ (60) % Loss on termination of contract ​ 199 ​ — N/A ​ ​ 199 ​ — N/A ​ Change in fair value of warrants liability ​ 46 ​ (228) 120 % ​ (1,057) ​ 986 (207) % Foreign exchange (loss) gain ​ ​ (1,782) ​ ​ 244 ​ (830) % ​ (1,186) ​ ​ 310 ​ (483) % Interest income ​ (51) ​ (205) (75) % ​ (176) ​ (1,297) (86) % Fees and interest on borrowings and credit facilities ​ ​ 1,224 ​ ​ 252 ​ 386 % ​ 2,602 ​ ​ 781 ​ 233 % Tax expense ​ ​ 48 ​ ​ 41 ​ 17 % ​ 48 ​ ​ 41 ​ 17 % Loss for the year, after tax ​ $ 16,061 ​ $ 33,459 (52) % $ 81,943 ​ $ 73,781 11 % ​ Full Year 2024 compared to Full Year 2023 Exploration and Evaluation Expenses Exploration and evaluation expenses for the year ended December 31, 2024 were $50.6 million, or $0.8 million higher than the same period in 2023.
Biggest changeComparison of the periods ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Year Ended (Dollar amounts in thousands, ​ December 31, ​ December 31, ​ except as noted) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ % Change ​ Exploration and evaluation expenses ​ $ 10,638 ​ ​ ​ $ 8,304 ​ ​ ​ 28 % $ 40,282 ​ ​ ​ $ 50,643 ​ ​ ​ (20) % General and administrative expenses ​ 34,067 ​ 8,044 324 % ​ 99,772 ​ 30,644 226 % Nauru and Tonga warrant cost ​ ​ — ​ ​ — ​ N/A ​ ​ 38,056 ​ ​ — ​ 100 % Change in fair value of royalty liability ​ ​ — ​ ​ — ​ N/A ​ ​ 131,000 ​ ​ — ​ 100 % Equity-accounted investment loss (gain) ​ ​ (725) ​ ​ 29 ​ (2,600) % ​ (287) ​ ​ 226 ​ (227) % Gain on dilution of investment ​ ​ (2,682) ​ ​ — ​ 100 % ​ (5,649) ​ ​ — ​ 100 % Loss on termination of contract ​ — ​ 199 (100) % ​ — ​ 199 (100) % Change in fair value of warrants liability ​ (379) ​ 46 (924) % ​ 12,439 ​ ​ (1,057) (1,277) % Foreign exchange (loss) gain ​ ​ 66 ​ ​ (1,782) ​ (104) % ​ 3,665 ​ ​ (1,186) ​ (409) % Interest income ​ (1,288) ​ (51) 2,426 % ​ (2,793) ​ ​ (176) 1,487 % Fees and interest on borrowings and credit facilities ​ ​ 680 ​ ​ 1,224 ​ (44) % ​ 3,215 ​ ​ 2,602 ​ 24 % Tax expense ​ ​ 21 ​ ​ 48 ​ (56) % ​ 144 ​ ​ 48 ​ 200 % Loss for the year, after tax ​ $ 40,398 ​ $ 16,061 152 % $ 319,844 ​ $ 81,943 290 % ​ Full Year 2025 compared to Full Year 2024 Exploration and Evaluation Expenses Exploration and evaluation expenses for the year ended December 31, 2025 were $40.3 million, compared to $50.6 million incurred in 2024.
The offering price was $1.00 per Share, with each Share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance.
The offering price was $1.00 per common share, with each common share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance.
In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to us amounting to $5 million (the “Working Capital Loan”) on September 10, 2024, to be used towards general corporate purposes and the repayment of all outstanding amounts under the Short-Term Loan between us and the Lender.
In accordance with the Working Capital Loan Agreement, Allseas Investments provided a loan to us amounting to $5 million (the “Working Capital Loan”) on September 10, 2024, to be used towards general corporate purposes and the repayment of all outstanding amounts under the Short-Term Loan between us and the Lender.
On October 18, 2024, we entered into the First Amendment to the Working Capital Loan Agreement with Allseas Investments, resulting in a further draw of $2.5 million by us and a total Working Capital Loan drawn amount of $7.5 million.
On October 18, 2024, we entered into the First Amendment to the Working Capital Loan Agreement with Allseas Investments, resulting in a further draw of $2.5 million by us and a total Working Capital Loan drawn amount of $7.5 million.
Evaluation of Going Concern We assess quarterly whether we have the ability to meet its committed cash requirements for the next twelve months and continue to operate as a going concern. This assessment requires the use of forecasts of our business activities and related estimates of future cost obligations which can be subject to change.
Evaluation of Going Concern We assess quarterly whether we have the ability to meet our committed cash requirements for the next twelve months and continue to operate as a going concern. This assessment requires the use of forecasts of our business activities and related estimates of future cost obligations which can be subject to change.
We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions: ● Fair Value of Common Shares on the Date of the Grant — We used the price of the most recent offerings of our Common Shares to assess the value of our shares on the date of the grant of incentive stock options. ● Expected Term — We used the term of the award when calculating the expected term due to insufficient historical exercise data. ● Expected Volatility — As our Common Shares were not actively traded, the volatility is based on a benchmark of comparable companies within the mining industry. ● Expected Dividend Yield — The dividend rate used is zero as we have never paid any cash dividends on our Common Shares and do not anticipate doing so in the foreseeable future. ● Risk-Free Interest Rate — The interest rates used are based on the implied yield available on Canadian Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
We determine the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions: ● Fair Value of common shares on the Date of the Grant — We used the price of the most recent offerings of our Common Shares to assess the value of our shares on the date of the grant of incentive stock options. ● Expected Term — We used the term of the award when calculating the expected term due to insufficient historical exercise data. ● Expected Volatility — As our common shares were not actively traded, the volatility is based on a benchmark of comparable companies within the mining industry. 128 Table of Contents ● Expected Dividend Yield — The dividend rate used is zero as we have never paid any cash dividends on our common shares and do not anticipate doing so in the foreseeable future. ● Risk-Free Interest Rate — The interest rates used are based on the implied yield available on Canadian Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
On March 22, 2024, we entered into the 2024 Credit Facility with Gerard Barron, our Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of our director, Andrei Karkar, pursuant to which, we may borrow from the 2024 Lenders up to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders), from time to time (was initially $20 million in the aggregate ($10 million from each of the 2024 Lenders), subject to certain conditions.
On March 22, 2024, we entered into the 2024 Credit Facility with Gerard Barron, our Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of our director, Andrei Karkar (the “2024 Credit Facility”), pursuant to which, we may borrow from the 2024 Lenders up to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders), from time to time (was initially $20 million in the aggregate ($10 million from each of the 2024 Lenders), subject to certain conditions.
Our mission is to build a carefully managed shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.
Our mission is to build a carefully managed shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. We believe significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.
However, the exercise price for the outstanding Public Warrants and Private Warrants is $11.50 per common share and there can be no assurance that such warrants will be in the money prior to their expiration, and as such, such warrants may expire worthless.
However, the exercise price for the outstanding Public Warrants and Private Warrants is $11.50 per common share and there can be no assurance that such warrants will be in the money prior to their expiration, and as such, such warrants may expire in September 2026 worthless.
To mitigate this risk, we based our flowsheet development on existing proven technology, while retaining sufficient flexibility to be able to retrofit processes with new lower carbon technology as they become available. 105 Table of Contents Physical risks Our main activity currently consists of offshore exploration campaigns for research and testing purposes, and technology development at partner facilities.
To mitigate this risk, we based our flowsheet development on existing proven technology, while retaining sufficient flexibility to be able to retrofit processes with new lower carbon technology as they become available. Physical risks Our main activity currently consists of offshore exploration campaigns for research and testing purposes, and technology development at partner facilities.
In furtherance of this agreement, on July 8, 2019, we entered into a Pilot Mining Test Agreement with Allseas (“PMTA”), which was amended on five 112 Table of Contents occasions through February 2023, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application for an exploitation contract with the ISA.
In furtherance of this agreement, on July 8, 2019, we entered into a Pilot Mining Test Agreement with Allseas (“PMTA”), which was amended on five occasions through February 2023, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application for an exploitation contract with the ISA.
These risks, as well as other risks, are discussed in Item 7A entitled “ Quantitative and Qualitative Disclosures About Market Risk ” and Item 1A entitled “ Risk Factors ” included in this Annual Report. Impact of Climate Change We are committed to adopting the Task Force on Climate-Related Financial Disclosures recommendations.
These risks, as well as other risks, are discussed in Item 7A entitled “ Quantitative and Qualitative Disclosures About Market Risk ” and Item 1A entitled “ Risk Factors ” included in this Annual Report. 116 Table of Contents Impact of Climate Change We are committed to adopting the Task Force on Climate-Related Financial Disclosures recommendations.
As a pre-revenue company, persistent inflation may affect our ultimate cash requirements prior to our ability to begin commercial production. Basis of Presentation We currently conduct our business through one operating segment. As a pre-revenue company with no commercial operations, our activities to date have been limited.
As a pre-revenue company, persistent inflation may affect our ultimate cash requirements prior to our ability to begin commercial production. 117 Table of Contents Basis of Presentation We currently conduct our business through one operating segment. As a pre-revenue company with no commercial operations, our activities to date have been limited.
The Working Capital Loan is payable to the Lender 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 was payable to the Lender on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”).
On August 16, 2024, we entered into the Third Amendment to the 2023 Credit Facility, to increase the borrowing limit of the 2023 Credit Facility to $27.5 million. Under the terms of the Third Amendment, upon closing of 113 Table of Contents the November 2024 Registered Direct Offering discussed above, the borrowing limit returned to $25 million.
On August 16, 2024, we entered into the Third Amendment to the 2023 Credit Facility, to increase the borrowing limit of the 2023 Credit Facility to $27.5 million. Under the terms of the Third Amendment, upon closing of the November 2024 Registered Direct Offering discussed above, the borrowing limit returned to $25 million.
Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties are reviewing Project Zero Offshore Nodule Collection System production targets, system design and cost estimates and intend to enter into a binding Heads of Terms by the end of 2024.
Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties are reviewing a commercial nodule collection system production targets, system design and cost estimates and intend to enter into a binding Heads of Terms by the end of 2024.
Exploration Contracts We currently hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ through our subsidiaries NORI and TOML, sponsored by the Republic of Nauru and the Kingdom of Tonga, respectively. NORI.
Existing ISA Exploration Contracts We currently hold exploration rights to certain polymetallic nodule areas in the CCZ through our subsidiaries NORI and TOML, sponsored by the Republic of Nauru and the Kingdom of Tonga, respectively.
Furthermore, 110 Table of Contents even if the warrants will be in the money, the holders of the warrants are not obligated to exercise their warrants, and we cannot predict whether holders of the warrants will choose to exercise all or any of their warrants.
Furthermore, even if the warrants will be in the money, the holders of the warrants are not obligated to exercise their warrants, and we cannot predict whether holders of the warrants will choose to exercise all or any of their warrants.
We are an exploration-stage company and the recovery of our investment in mineral exploration contracts and attainment of profitable operations is dependent upon many factors including, among other things, the development of a commercial production system for collecting polymetallic nodules from the seafloor as well as the development of our processing technology for the metallurgical treatment of such nodules, the establishment of mineable reserves, the demonstration of commercial and technical feasibility of seafloor polymetallic nodule collection and processing systems, metal prices, and securing ISA exploitation contracts or provisional approvals.
We are a development company and the recovery of our investment in mineral exploration contracts and attainment of profitable operations is dependent upon many factors including, among other things, the development of a commercial production system for collecting polymetallic nodules from the seafloor as well as the development of our processing technology for the metallurgical treatment of such nodules, the establishment of additional mineable reserves, the demonstration of commercial and technical feasibility of seafloor polymetallic nodule collection and processing systems, metal prices, and securing approvals under the U.S. regulatory regime or ISA exploitation contracts or provisional approvals.
In certain circumstances, the Public Warrants and Private Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease.
In certain circumstances, the Public Warrants and Private Warrants, Class A Warrants, Class B Warrants and Class C Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease.
There was no outstanding balance under the 2023 Credit Facility as at December 31, 2024.
There was no outstanding balance under the 2023 Credit Facility as at December 31, 2025.
In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of an application for an exploitation contract for the NORI Area D, and by negotiating the settlement of program expenditures with our equity whenever possible, and by utilizing existing assets for offshore and onshore production.
In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of an application for an exploitation contract for the NORI Area D and then the applications of exploration licenses and commercial recovery permits with NOAA under DHMRA, and by negotiating the settlement of program expenditures with our equity whenever possible, and by utilizing existing assets for offshore and onshore production.
On September 9, 2024, we entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas.
On September 9, 2024, we entered into a Working Capital Loan Agreement with Allseas Investments, a company related to Allseas.
On March 22, 2023, we entered into the 2023 Credit Facility with Argentum Cedit Virtuti GCV, the parent of Allseas Investments S.A. and an affiliate of Allseas, which was amended on July 31, 2023 and March 22, 2024, pursuant to which, we were able to borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions.
The Sales Agreement expired in October 2025. ​ 121 Table of Contents On March 22, 2023, we entered into the 2023 Credit Facility with Argentum Cedit Virtuti GCV, the parent of Allseas Investments S.A. and an affiliate of Allseas, which was amended on July 31, 2023 and March 22, 2024, pursuant to which, we were able to borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions.
The Working Capital Loan will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum and is payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if all interest payments are deferred to the Repayment Date, at our election).
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 payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if we deferred all interest payments to the Repayment Date).
Change in Fair Value of Warrants Liability The change in fair value of warrants liabilities primarily consists of the change in the fair value of the 9,500,000 warrants issued to Sustainable Opportunities Holdings LLC concurrently with SOAC’s initial public offering (the “Private Warrants”).
Change in Fair Value of Warrants Liability The change in fair value of warrants liabilities primarily consists of the change in the fair value of the 9,500,000 Private Warrants issued to Sustainable Opportunities Holdings LLC concurrently with Sustainable Opportunities Acquisition Corp.’s (“SOAC”) initial public offering (the “Private Warrants”).
Accordingly, actual results could differ from these estimates and resulting variances may result in our need for additional funding in an amount greater or earlier than expected, due to changes in business conditions or other developments, including, but not limited to, deferral of approvals, capital and operating cost escalation, currently unrecognized technical and development challenges, our ability to pay certain vendors or suppliers in our Common Shares or changes in external business environment. 108 Table of Contents In addition, we will however need and are seeking additional financing to fund our continued operations over time.
Accordingly, actual results could differ from these estimates and resulting variances may result in our need for additional funding in an amount greater or earlier than expected, due to changes in business conditions or other developments, including, but not limited to, deferral of approvals, capital and operating cost escalation, currently unrecognized technical and development challenges, our ability to pay certain vendors or suppliers in our Common Shares or changes in external business environment.
Impact of Global Inflation The global inflation rate rose sharply in 2022, and stayed relatively high in 2023 and 2024, marine fuel prices and vessel day rates remained high and have increased our exploration expenses beyond what was originally expected. Additionally, we are experiencing higher offshore labor costs through our contractors.
Impact of Global Inflation The global inflation rate stayed relatively high in 2025 and over the past several years, marine fuel prices and vessel day rates remained high and have increased our exploration expenses beyond what was originally expected. Additionally, we are experiencing higher offshore labor costs through our contractors.
We may receive up to approximately $309.1 million in aggregate gross proceeds from cash exercises of the Public Warrants, the Private Warrants, the Class A Warrants and the Class B Warrants, based on the per share exercise price of such warrants.
We may receive up to approximately $432.5 million in aggregate gross proceeds from cash exercises of the Public Warrants, the Private Warrants, the Class A Warrants, the Class B Warrants, Class C Warrants, and Warrants issued to Korea Zinc, Nauru and Tonga based on the per share exercise price of such warrants.
Changes in these assumptions could have a material impact on our assessment and related disclosures. 115 Table of Contents Recent Accounting Pronouncements See Note 5 to the audited consolidated financial statements included in this Annual Report for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations and cash flows.
Recent Accounting Pronouncements See Note 5 “Recent Accounting Pronouncements Issued and Adopted” to the audited consolidated financial statements included in this Annual Report for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations and cash flows. ​
The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum. On the maturity date, we repaid the entire Loan amounting to $2 million and the accrued interest.
The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum.
For accounting purposes, we were considered to have issued the Private Warrants as part of the Business Combination, and we are required to re-measure the fair value of our Private Warrants at the end of each reporting period.
For accounting purposes, we were considered to have issued the Private Warrants as part of the Business Combination, and we are required to re-measure the fair value of our Private Warrants at the end of each reporting period. Results of Operations The following is a discussion of our results of operations for the years ended December 31, 2025 and 2024.
We believe that our performance and future success pose risks and challenges, including those related to finalization of ISA regulations to allow for commercial exploitation, approval of an application for the ISA exploitation contract, development of environmental regulations associated with our business and development of our technologies to collect and process polymetallic nodules.
We believe that our performance and future success pose risks and challenges, including those related to the approval of an application for a commercial recovery permit, development of environmental terms, conditions and restrictions associated with our application and development of our technologies to collect and process polymetallic nodules.
Any such offering, if it does occur, may happen in one or more transactions. Specific terms of any securities to be sold will be described in supplemental filings with the SEC.
Securities that may be sold under the registration statements include common shares, preferred shares, debt securities, warrants and units. Any such offering, if it does occur, may happen in one or more transactions. Specific terms of any securities to be sold will be described in supplemental filings with the SEC.
On November 14, 2024, we entered into a securities purchase agreement (the “2024 Purchase Agreement”) with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering.
In the second quarter of 2025, the entire Working Capital Loan amount along with the interest payable was repaid and the facility was cancelled. ​ 122 Table of Contents On November 14, 2024, we entered into a securities purchase agreement (the “2024 Purchase Agreement”) with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering.
On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration application to the ISA (subsequently granted) for the TOML Contract Area. The sponsorship agreement was updated on September 23, 2021.
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 offering price was $1.00 per Share, resulting in initial gross proceeds of $17.5 million ($16.5 million after associated fees), with each Share including an accompanying Class B Warrant to purchase 0.5 common shares. The Class B Warrants are exercisable immediately upon issuance at a price of $2.00 per share and expire five years from issuance.
The offering price was $3.00 per Share, resulting in gross proceeds of $37.0 million ($36.75 million after associated fees), with each Share including an accompanying Class C Warrant to purchase one common share. The Class C Warrants are exercisable immediately upon issuance at a price of $4.50 per share and expire three years from issuance.
In addition, on November 30, 2023, we filed an additional registration statement on Form S-3 with the SEC, which the SEC declared effective on December 8, 2023, to sell up to an additional $100 million of securities. Securities that may be sold under the registration statements include common shares, preferred shares, debt securities, warrants and units.
In addition, on November 30, 2023, we filed an additional registration statement on Form S-3 with the SEC, which the SEC declared effective on December 8, 2023, to sell up to an additional $100 million of securities.
The Loan matured on September 10, 2024 (maturity date) and accrued interest at a rate of 8% per annum. On the maturity date, Company repaid the entire Loan amounting to $2 million and the accrued interest amounting to $46 thousand. On September 9, 2024, we entered into a Working Capital Loan Agreement with Allseas Investments, a company related to Allseas.
On the maturity date, we repaid the entire Loan amounting to $2 million and the accrued interest. ​ 127 Table of Contents On September 9, 2024, we entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas.
Interest Income/Expense Interest income consists primarily of interest income earned on our cash and cash equivalents. Fees and Interest on Borrowings and Credit Facilities Fees and interest on borrowings and credit facilities represent interest charged on our short-term debt and interest and underutilization fees associated with our credit facilities.
Fees and Interest on Borrowings and Credit Facilities Fees and interest on borrowings and credit facilities represent interest charged on our short-term debt and interest and underutilization fees associated with our credit facilities.
To support the EV and battery storage value chain, we are seeking to close the emerging supply gap of the critical metals contained in nodules needed for the transition to renewable energy and adoption of EVs.
Public policy risks We are seeking to close the emerging supply gap of the critical metals contained in nodules needed for the transition to renewable energy and adoption of EVs and other critical and/or emerging applications.
The ISA requires that a contractor obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and such nation must maintain effective supervision and regulatory control over such sponsored contractor.
The ISA requires that a contractor must obtain and maintain sponsorship by a host state that is a member of the ISA, and such state must maintain effective supervision and regulatory control over such sponsored contractor. Each of TOML and NORI is subject to the registration and incorporation requirements of these nations.
Our exploration expenses are impacted by the amount of exploration work conducted during each period. The acquisition cost of ISA polymetallic nodule exploration contracts will be charged to operations as amortization expense on a unit-of-production method based on proven and probable reserves should commercial production commence in the future.
The acquisition cost of polymetallic nodule mineral title will be charged to operations as amortization expense on a unit-of-production method based on proven and probable reserves should commercial production commence in the future.
The increase of $8.1 million in G&A expenses was mainly the result of an increase in share-based compensation of $5.7 million due to the amortization of the fair value of RSUs and options granted to directors and officers in the second quarter of 2024, higher consulting and advisory fees of $1.9 million and higher personnel costs of $0.8 million.
The increase of $69.2 million in G&A expenses was mainly the result of an increase in share-based compensation of $63.7 million due to the amortization of the fair value of retention grants, RSUs and options granted to directors and consultants in the third quarter of 2025, and higher consulting and advisory fees of $5.4 million.
Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, copper, cobalt and manganese in a single rock. These four metals contained in the polymetallic nodules are critical for the transition to low carbon energy.
Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, copper, cobalt and manganese, alongside meaningful concentrations of rare earth elements (REEs) in a single rock.
Financing TMC Announces Registered Direct Offering On November 14, 2024, we entered into a securities purchase agreement with certain new and existing institutional investors for the sale of an aggregate of 17,500,000 common shares (the “Shares”) and accompanying Class B warrants (the “Class B Warrants”), in a registered direct offering (the “2024 Registered Direct Offering”).
Financing TMC Announces Registered Direct Offering for $37 million On May 12, 2025, we entered into a securities purchase agreement with certain new and existing investors, including an existing strategic investor, for the sale of an aggregate of 12,333,333 common shares (the “Shares”) and accompanying Class C warrants (the “Class C Warrants”), in a registered direct offering.
Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations. Revenue To date, we have not generated any revenue.
Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.
Change in Fair Value of Warrants Liability The change in fair value of warrants liability primarily consists of the change in the fair value of the 9,500,000 Private Warrants. The credit recorded in 2024 reflects the decrease in the market price of our warrants.
Change in Fair Value of Warrants Liability The change in fair value of warrants liability primarily consists of the change in the fair value of the 9,500,000 Private Warrants.
Share-based compensation costs are charged to exploration expenses and general and administrative expenses depending on the function fulfilled by the holder of the award. In instances where an award is issued for financing related services, the costs are included within equity as part of the financing costs. We recognize forfeiture of any awards as they occur.
In instances where an award is issued for financing related services, the costs are included within equity as part of the financing costs. We recognize forfeiture of any awards as they occur.
Extension of Allseas Working Capital Loan Agreement and Termination of Allseas 2023 Credit Facility On March 24,2025, we entered into a Letter Agreement (the “Letter Agreement”) with Allseas Investments and Argentum Cedit Virtuti GCV, pursuant to which the repayment date under our working capital loan agreement (“Working Capital Loan Agreement”) with Allseas Investments dated September 9, 2024 was extended to September 30, 2025.
On March 24, 2025, we entered into a Letter Agreement with Allseas Investments and Argentum Cedit Virtuti GCV, pursuant to which the Original Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest now repayable on that date.
General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of compensation for employees, consultants and directors, including wages and salaries, share-based compensation, consulting fees, investor relations expenses, expenses related to advertising and marketing functions, insurance costs, office and sundry expenses, professional fees (including legal, audit and tax fees), travel expenses and transfer and filing fees. 106 Table of Contents Share-based compensation costs from the issuance of stock options and restricted share units (“RSUs”) is measured at the grant date based on the fair value of the award and is recognized over the related service period.
General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of compensation for employees, consultants and directors, including wages and salaries, share-based compensation, consulting fees, investor relations expenses, expenses related to advertising and marketing functions, insurance costs, office and sundry expenses, professional fees (including legal, audit and tax fees), travel expenses and transfer and filing fees.
Our significant accounting policies are described in Note 2 to our audited consolidated financial statements included in this Annual Report. We have the critical accounting policies and estimates which are described below. Value of Common Share-Based Payments We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards.
Our significant accounting policies are described in Note 2 “Basis of Presentation” to our audited consolidated financial statements included in this Annual Report. We have the critical accounting policies and estimates which are described below.
Fees and Interest on Borrowings and Credit Facilities The interest charged on our short-term debt borrowings was $0.2 million in the year ended December 31, 2024 ($nil for the same period of 2023), while interest on drawn amounts on our credit facilities was $0.3 million and underutilization fees on these same facilities was $2.1 million in the year ended December 31, 2024 ($nil and $0.8 million over the same period in 2023, respectively).
Fees and Interest on Borrowings and Credit Facilities The interest charged on our short-term debt borrowings was $0.3 million in the year ended December 31, 2025 ($0.2 million for the same period of 2024), while interest on drawn amounts on our credit facilities was $0.1 million and underutilization fees on these same facilities was $2.8 million in the year ended December 31, 2025 ($0.3 million and $2.1 million over the same period in 2024, respectively). 120 Table of Contents Liquidity and Capital Resources Our primary sources of financing have come from private placements and public offerings of Common Shares and warrants, and the issuance of convertible debentures.
These financings could include additional public or private equity, debt financings, equity-linked financings or other sources of financing, including through non-dilutive asset, royalty or project-based and/or asset-based financings.
In addition, we will however need and are seeking additional financing to fund our continued operations over time. These financings could include additional public or private equity, debt financings, equity-linked financings or other sources of financing, including through government-based funding, non-dilutive asset, royalty or project-based and/or asset-based financings.
Each of TOML and NORI is subject to the registration and incorporation requirements of these nations. In the event the sponsorship is otherwise terminated, such subsidiary will be required to obtain new sponsorship from another state that is a member of the ISA.
In the event the sponsorship is otherwise terminated, such subsidiary will be required to obtain new sponsorship from another state that is a member of the ISA. Failure to obtain such new sponsorship would have a material impact on the operations of such subsidiary and us.
Failure to obtain such new sponsorship would have a material impact on the operations of such subsidiary and us. Sponsorship Agreements On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into the NORI Sponsorship Agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential exploitation of the NORI Area.
On July 5, 2017, 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.
As at December 31, 2024, we received gross proceeds of $14.9 million (net proceeds of $14.2 million, after offering expenses), with the final $5 million of gross proceeds received on February 6, 2025.
We received gross proceeds in the offering, exclusive of warrant exercises, of $19.9 million (net proceeds of $14.2 million, after offering expenses), of which $5 million was received on February 6, 2025.
Off-balance sheet arrangements We are not party to any off-balance sheet arrangements. 114 Table of Contents Critical Accounting Policies and Significant Judgments and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
Critical Accounting Policies and Significant Judgments and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
Developments Subsequent to December 31, 2024 TMC and PAMCO Achieve Nodule Processing Milestone, Unlocking Critical Battery & Steelmaking Materials at Existing Facilities On February 18, 2025, we announced that PAMCO had successfully smelted 450 tonnes of calcine into 35 tonnes of NiCuCo alloy and 320 tonnes of Mn silicate products, during a commercial-scale campaign to process a 2,000-tonne sample of deep-seafloor polymetallic nodules at our partner PAMCO’s Hachinohe Rotary Kiln Electric-Arc Furnace facility in Hachinohe, Japan, demonstrating 103 Table of Contents the process at scale.
As the planet’s largest source of manganese, nodules hold significant potential to supply a range of key industries from steelmaking and infrastructure to energy, defense and automotive manufacturing, with automakers increasingly turning toward manganese-rich cathode chemistries for their next-generation electric vehicles. ​ 111 Table of Contents TMC and PAMCO Achieve Nodule Processing Milestone On February 18, 2025, we announced that PAMCO had successfully smelted 450 tonnes of calcine into 35 tonnes of NiCuCo alloy and 320 tonnes of Mn silicate products, during a campaign to process a 2,000-tonne sample of deep-seafloor polymetallic nodules at our partner PAMCO’s Hachinohe Rotary Kiln Electric-Arc Furnace facility in Hachinohe, Japan, demonstrating the process at scale.
TOML commissioned a Technical Report Summary by AMC, dated March 2021, which is filed as Exhibit 96.2 to this Annual Report. 104 Table of Contents Key Trends, Opportunities and Uncertainties We are currently a pre-revenue company, and we do not anticipate earning revenues (other than potential service revenue) until NORI receives an exploitation contract and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale.
Key Trends, Opportunities and Uncertainties We are currently a pre-revenue company, and we do not anticipate earning revenues (other than potential service revenue) until one of our wholly-owned subsidiaries receives an exploitation contract or commercial recovery permit and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale.
In addition, the exercise price to purchase one Common Share under the outstanding Class A Warrants and Class B Warrants is $2.00 (subject to customary adjustments) and there can be no assurance that such warrants will be exercised prior to their expiration, and as such, such warrants may expire and we will not receive any proceeds from the excise thereof.
In addition, the exercise price to purchase one common share under the outstanding Class A Warrants and Class B Warrants is $2.00 each, Class C Warrants is $4.5, warrants issued to Korea Zinc is $7.00, warrants issued to Republic of Nauru is $4.72 and warrants issued to Tonga is $5.87 (subject to customary adjustments) and there can be no assurance that such warrants will be exercised prior to their expiration, and as such, such warrants may expire, and we will not receive any proceeds from the exercise thereof. 123 Table of Contents Cash Flows Summary Comparison of the Periods Ended December 31, 2025 and December 31, 2024 The following table summarizes our sources and uses of cash for the three and twelve months ended December 31, 2025 and December 31, 2024.
Through December 31, 2024, we have made the following payments to Allseas under the PMTA: (a) $10 million in cash in February 2020, (b) $10 million through the issuance of 3.2 million Common Shares valued at $3.11 per share in February 2020, (c) issued Allseas a warrant to purchase 11.6 million Common Shares at a nominal exercise price per share in March 2021, (d) $10 million in cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS and (e) on February 23, 2023 issued 10.85 million Common Shares to Allseas.
There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all. 126 Table of Contents Through December 31, 2025, we have made the following payments to Allseas under the PMTA: (a) $10 million in cash in February 2020, (b) $10 million through the issuance of 3.2 million Common Shares valued at $3.11 per share in February 2020, (c) issued Allseas a warrant to purchase 11.6 million Common Shares at a nominal exercise price per share in March 2021, (d) $10 million in cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS and (e) on February 23, 2023 issued 10.85 million Common Shares to Allseas.
While we have obtained financing in the past, there is no assurance that such financing will continue to be available on favorable terms, in sufficient amounts, or at all.
While we have obtained financing in the past, there is no assurance that such financing will continue to be available on favorable terms, in sufficient amounts, or at all. We expect to incur significant expenses and operating losses for the foreseeable future, particularly as we advance our application to NOAA for a commercial recovery permit and preparation for potential commercialization.
Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped source of the four critical metals contained in nodules.
Department of War in March 2026 for targeted procurement efforts through the Defense Industrial Base Consortium. Our resource definition work to date shows that nodules in our contract areas represent the world’s largest estimated undeveloped resource of several of these critical metals.
Cash flows provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $40.7 million, which comprised of net proceeds received from the Registered Direct Offering announced in November 2024 of $14.7 million, net proceeds of $8.8 million from the 2023 Offering, proceeds from short-term debt and credit facilities of $11.8 million, proceeds from shares issued from ATM of $4.9 million and proceeds from the exercise of stock options and employee stock plans of $0.5 million.
Net cash provided by financing activities for the year ended December 31, 2024 was $40.7 million, which comprised of net proceeds received from the 2024 Registered Direct Offering of $14.7 million, net proceeds of $8.8 million from the 2023 Offering, proceeds from short-term debt and credit facilities of $11.8 million, proceeds from common shares sold under the Sales Agreement of $4.9 million and proceeds from the exercise of stock options and employee stock plans of $0.5 million. 124 Table of Contents Contractual Obligations and Commitments 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.
On September 16, 2022, we filed a registration statement on Form S-3 with the SEC, which the SEC declared effective on October 14, 2022, to sell up to $100 million of securities, which includes the $30 million that may be sold under the At-the-Market Equity Distribution Agreement discussed below and the Common Shares and shares underlying the Class A Warrants issued in the Registered Direct Offering.
On September 16, 2022, we filed a registration statement on Form S-3 with the SEC, which the SEC declared effective on October 14, 2022, to sell up to $100 million of securities.
Presented below is a summary of our operating, investing and financing cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Year Ended (thousands) ​ December 31, ​ December 31, ​ 2024 2023 2024 2023 Net cash (used in) operating activities ​ $ (13,791) ​ $ (15,214) ​ $ (43,468) ​ $ (59,573) Net cash (used in) investing activities ​ $ (50) ​ $ (403) ​ $ (515) ​ $ (578) Net cash (used in) provided by financing activities ​ $ 17,373 ​ $ (150) ​ $ 40,686 ​ $ 20,066 Increase (decrease) in cash ​ $ 3,532 ​ $ (15,767) ​ $ (3,297) ​ $ (40,085) ​ Full Year 2024 compared to Full Year 2023 Cash flows used in Operating Activities For the year ended December 31, 2024, major operating activities over this period involved Campaign 8, as well as advanced work on engineering and pre-feasibility studies as we advance towards our application to the ISA for a NORI exploitation contract and prepare for potential future commercial production.
Presented below is a summary of our operating, investing and financing cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ For the Year Ended (thousands) ​ December 31, ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash (used in) operating activities ​ $ (11,355) ​ $ (13,718) ​ $ (42,851) ​ $ (43,468) Net cash (used in) investing activities ​ $ 241 ​ $ (50) ​ $ 447 ​ ​ (515) Net cash (used in) provided by financing activities ​ $ 13,110 ​ $ 17,300 ​ $ 156,585 ​ $ 40,686 Increase (decrease) in cash ​ $ 1,996 ​ $ 3,532 ​ $ 114,181 ​ $ (3,297) ​ Full Year 2025 compared to Full Year 2024 Cash flows used in Operating Activities For the year ended December 31, 2025, major operating activities over this period involved advanced work on pre-feasibility studies and work to advance our permit applications with NOAA resulting in net cash used in operating activities of $42.9 million.
We have key strategic alliances with (i) Allseas, a leading global offshore contractor, which developed and tested a pilot collection system, and is now working to modify it into the first commercial production system and (ii) Glencore which holds offtake rights to 50% of the NORI nickel and copper production if produced from a DGE-owned or controlled facility.
We have key strategic partnerships with (i) Allseas, a leading global offshore engineering contractor, which developed and tested a pilot collection system, and is now modifying it into the first commercial production system, (ii) Pacific Metals Co. Ltd.
Our results are reported under Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and in U.S. dollars. Components of Results of Operations We are an exploration-stage company with no revenue to date and a net loss of $81.9 million for the year ended December 31, 2024, compared to a net loss of $73.8 million in the prior year.
Components of Results of Operations We are in the development stage with no revenue to date and a net loss of $319.8 million for the year ended December 31, 2025, compared to a net loss of $81.9 million in the prior year. We have an accumulated deficit of approximately $951.3 million from inception through December 31, 2025.
We do not expect to generate revenue (other than potential service revenue) until NORI receives an exploitation contract and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. Any revenue from initial production is difficult to predict.
We expect to generate revenue once we receive a commercial recovery permit, and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. Any revenue from initial production is difficult to predict. Exploration and Evaluation Expenses We expense all costs relating to exploration and development of mineral claims.
You should read the risk factors set forth in Item 1A of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
You should read the risk factors set forth in Item 1A of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 108 Table of Contents Overview We are 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 (“CCZ”), with NORI Area D located about 1,500 miles (or 2,400 kilometers) south-west of San Diego, California.
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 the TOML Area. On September 23, 2021, Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru.
On March 8, 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential collection of nodules in the TOML Contract Area, which was most recently revised in August 2025.
Exploration and Evaluation Expenses We expense all costs relating to exploration and development of mineral claims. Such exploration and development costs include, but are not limited to, ISA contract management, geological, geochemical and geophysical studies, environmental baseline studies, process development and payments to Allseas for the PMTS.
Such exploration and development costs include, but are not limited to, regulatory approvals, exploration mineral title management, geological, geochemical and geophysical studies, environmental baseline studies and process development activities. Our exploration expenses are impacted by the amount of exploration work conducted during each period.
Work plans are reviewed annually by us, agreed with the ISA and may be subject to change depending on our progress to date. NORI’s exploration contract expires on July 21, 2026. NORI is required to submit an application for extension no later than six months before the expiration of the contract.
The cost of the proposed five-year plan of work include 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 their progress to date.
If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products: (i) feedstock for battery cathode precursors (nickel, and cobalt sulfates, or intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy) for EV and energy storage markets, (ii) copper cathode for electric wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production.
If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to initially produce 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.
The process data and operational experience gathered during the commercial-scale processing trial will inform expected definitive processing agreements between the parties.
The process data and operational experience gathered during the processing trial was used by PAMCO to complete a feasibility study in June 2025 which will inform expected definitive processing agreements between the parties. U.S. Regulatory Developments TMC Welcomes U.S.
In addition, we have worked with engineering firm Hatch and consultants KPM to develop a near-zero solid waste flowsheet. The primary processing stages of the flowsheet from nodule to NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth and XPS’ facilities. The matte refining stages are being tested at SGS Lakefield.
The primary processing stages of the flowsheet from nodule to NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth facilities in Pennsuylvania, USA and XPS’ (Glencore subsidiary) facilities in Ontario, Canada; and later at industrial scale at PAMCO’s facilities in Hachinohe, Japan.
Our own rebuttal, published September 19, 2024, notes selective reporting of data and omission of key evidence, including experiments that show oxygen levels increasing without nodules, directly contradicting the authors’ claims.
The peer-reviewed rebuttal follows the earlier submission of multiple rebuttals to Nature warning of serious flaws with the paper’s methodology and claims, including selective reporting of data and omission of key evidence which showed oxygen levels increasing without nodules, directly contradicting the authors’ claims.
Cash flows used in/provided by Investing Activities Net cash used in investing activities in the year ended December 31, 2024 was $0.5 million, representing the purchase of equipment. In the comparative year ended December 31, 2023, cash used in investing activities was $0.6 million for the purchase of equipment.
Cash flows used in/provided by Investing Activities Net cash generated by investing activities 2025 was $0.4 million which included proceeds from the return of capital from Investee offset by the purchase of equipment and software development. In the comparative period of 2024, $0.5 million was spent on acquisition of equipment and software development.
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. Regulatory Obligations Relating to Exploration Contracts Both TOML and NORI require sponsorship from their host sponsoring nations, Tonga and Nauru, respectively.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur current practice is to invest excess cash in investment-grade short-term deposit certificates issued by reputable Canadian financial institutions with which we keep our bank accounts and management believes the risk of loss to be remote. We periodically monitor the investments we make and are satisfied with the credit ratings of our banks.
Biggest changeInterest Rate Risk and Credit Risk Interest rate risk is the risk that the fair value of our future cash flows and our financial instruments will fluctuate because of changes in market interest rates. ​ 129 Table of Contents Our current practice is to invest excess cash in investment-grade short-term deposit certificates issued by reputable Canadian financial institutions with which we keep our bank accounts and management believes the risk of loss to be remote.
A significant and sustained decrease in the price of these metals from current levels could have a material and negative impact on our business, financial condition and results of operations. ​ 117 Table of Contents
A significant and sustained decrease in the price of these metals from current levels could have a material and negative impact on our business, financial condition and results of operations. ​ 130 Table of Contents
Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Once we commence commercial production, we expect our credit risk to rise with our increased customer base. Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Our receivables consist primarily of general sales tax due from the Federal Government of Canada and as a result, the risk of default is considered to be low. Once we commence commercial production, we expect our credit risk to rise with our increased customer base.
Credit risk is a risk of loss that may arise on outstanding financial instruments should a counter party default on its obligation. Our receivables consist primarily of general sales tax due from the Federal Government of Canada and as a result, the risk of default is considered to be low.
Due to the current high cash need of our operating plan, we have kept our funds readily available, placed in secure, highly liquid interest-bearing investments, as at December 31, 2024. Credit risk is a risk of loss that may arise on outstanding financial instruments should a counter party default on its obligation.
We periodically monitor the investments we make and are satisfied with the credit ratings of our banks. Due to the current high cash need of our operating plan, we have kept our funds readily available, placed in secure, highly liquid interest-bearing investments, as at December 31, 2025.
We also expect to be exposed to commodity risks if and when we commence commercial production. Interest Rate Risk and Credit Risk Interest rate risk is the risk that the fair value of our future cash flows and our financial instruments will fluctuate because of changes in market interest rates.
We also expect to be exposed to commodity risks if and when we commence commercial production.

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