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NOAA certifies TMC (TMC) USA B deep-sea nodule exploration license application

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8-K

Rhea-AI Filing Summary

TMC the metals company Inc. reported that the U.S. National Oceanic and Atmospheric Administration (NOAA) has formally certified the USA B exploration license application submitted by its U.S. subsidiary, The Metals Company USA LLC, under the Deep Seabed Hard Mineral Resources Act.

The USA B area covers about 122,000 km² of seafloor and is estimated to host 1.02 billion tonnes of polymetallic nodules based on a Technical Report Summary published in August 2025. TMC is also advancing a consolidated exploration license and commercial recovery permit application for the USA A area, which NOAA determined to be fully compliant on April 28, 2026, positioning the company for further progress in U.S.-regulated deep-sea nodule exploration.

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Insights

NOAA certification advances TMC’s U.S. deep-sea exploration path but stops short of a license.

TMC secured NOAA certification of its USA B exploration license application, a formal validation step under the Deep Seabed Hard Mineral Resources Act. The USA B block spans about 122,000 km² with an estimated 1.02 billion tonnes of polymetallic nodules, highlighting large-scale resource potential.

Certification does not equal license issuance; NOAA must still complete an Environmental Impact Statement and make a final license determination. The company is also progressing its USA A consolidated application, already deemed fully compliant, suggesting a broader U.S.-focused strategy but with regulatory outcomes still uncertain.

Future milestones described include a Notice of Intent to prepare an EIS, a draft EIS and draft terms for public comment, and eventual EIS finalization. How NOAA’s determinations evolve across USA A and USA B will frame the practical value of these large stated nodule resources for TMC.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
USA B application certification date May 28, 2026 NOAA formally certified the USA B exploration license application
USA B area size 122,000 km² Seafloor area covered by the USA B exploration application
Estimated USA B nodules 1.02 billion tonnes Polymetallic nodules resource estimate for USA B from August 2025 report
USA A application submission date January 22, 2026 Consolidated exploration and commercial recovery application for USA A submitted to NOAA
USA A compliance determination date April 28, 2026 NOAA determined the USA A consolidated application to be fully compliant
Published academic studies 37 studies Peer-reviewed papers based on TMC’s polymetallic nodule dataset
Deep Seabed Hard Mineral Resources Act regulatory
"certified the USA B exploration license application submitted ... under the Deep Seabed Hard Mineral Resources Act."
A "Deep Seabed Hard Mineral Resources Act" is a law that creates the rules and permits for finding, testing and mining metal-rich deposits on the ocean floor beyond coastal waters. It sets who can get rights, what environmental safeguards and fees apply, and how disputes or liabilities are resolved. Investors care because the law determines whether a project can proceed, how costly and risky it will be, and how returns and legal exposure are shared—much like a property title and zoning rules decide the value and cost of building on land.
polymetallic nodules financial
"hosts an estimated 1.02 billion tonnes of polymetallic nodules based upon TMC’s Technical Report Summary"
Rock-like mineral concretions that form on the deep ocean floor and concentrate metals such as nickel, cobalt, manganese and copper—think of them as metal-packed potatoes scattered across the seabed. They matter to investors because they are a potential new source of critical metals used in batteries and industry; commercial recovery can shift metal supply, influence prices and company valuations, and carries significant technical, regulatory and environmental risk.
exploration license regulatory
"USA B exploration license application submitted by its U.S. subsidiary"
A permit granted by a government or landowner that gives a company the legal right to search a defined area for minerals, oil, gas, or other natural resources. It does not authorize commercial production but allows costly surveying, drilling and testing to determine whether a viable deposit exists; for investors it represents a speculative asset that can create large upside if discoveries are made or become a bargaining chip in deals, while also carrying the risk of being written off if nothing is found.
commercial recovery permit regulatory
"a consolidated application for an exploration license and commercial recovery permit for the USA A area"
Environmental Impact Assessment technical
"sharing key findings from its Environmental Impact Assessment publicly as part of two new video series"
An environmental impact assessment is a process that evaluates how a planned project or development might affect the natural environment, including air, water, land, and wildlife. It helps identify potential risks and suggests ways to minimize harm before the project begins. For investors, it matters because projects with significant environmental risks may face delays, increased costs, or restrictions, affecting their overall viability and returns.
Programmatic Environmental Impact Statement regulatory
"publishing a Programmatic Environmental Impact Statement covering the CCZ in 1981"
A programmatic environmental impact statement is a broad, long-range environmental review that evaluates the likely effects of an overall policy, plan or set of projects instead of a single construction site or permit. Think of it as a master map that identifies cumulative risks, mitigation needs and regulatory steps across many related activities. For investors it matters because it clarifies potential costs, delays and legal or permitting risks across an entire program, improving predictability for financing and timelines.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of the 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2026

 

 

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada 001-39281 Not Applicable
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

1111 West Hastings Street, 15th Floor
Vancouver, British Columbia

(Address of principal executive
offices)
  V6E 2J3
(Zip Code)

 

Registrant’s telephone number, including area code: (888) 458-3420

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading Symbol(s)  

Name of each exchange on
which registered

TMC Common Shares without par value   TMC   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share   TMCWW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

  Item 7.01. Regulation FD Disclosure.

 

On May 28, 2026, the Company issued a press release announcing that the U.S. National Oceanic and Atmospheric Administration has formally certified the USA B exploration license application submitted by the Company’s subsidiary, The Metals Company USA LLC, under the Deep Seabed Hard Mineral Resources Act. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report on Form 8-K (including Exhibit 99.1), this Current Report on Form 8-K (including Exhibit 99.1) contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K regarding these forward-looking statements.

 

  Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.  

 

Exhibit No. Description
99.1 Press Release dated May 28, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  TMC THE METALS COMPANY INC.
     
Date: May 28, 2026 By: /s/ Craig Shesky
  Name: Craig Shesky
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

NOAA Certifies TMC USA’s USA B Exploration License Application

 

·Certification represents a key milestone in the regulatory approval process for TMC USA’s exploration license application

 

·The Company’s USA B application area covers ~122,000 km2 of seafloor containing an estimated 1.02 billion tonnes of polymetallic nodules with high grades of nickel, cobalt, copper and manganese, and several rare earth elements

 

·NOAA will now begin preparation of an Environmental Impact Statement (EIS) for TMC USA's planned exploration activities in the USA B area

 

·The certification follows NOAA’s recent determination that TMC USA's consolidated application for an exploration license and a commercial recovery permit for the USA A area is in full compliance with the requirements of the Deep Seabed Hard Mineral Resources Act (DSHMRA) and its implementing regulations

 

NEW YORK, May 28, 2026 (GLOBE NEWSWIRE) -- TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or the “Company”), a leading developer of the world’s largest resource of critical metals essential to energy, defense, manufacturing and infrastructure, today announced that the USA B exploration license application submitted by its U.S. subsidiary, The Metals Company USA LLC (TMC USA), had been formally certified by the U.S. National Oceanic and Atmospheric Administration (NOAA).

 

The USA B application area covers ~122,000 km2 of seafloor and hosts an estimated 1.02 billion tonnes of polymetallic nodules based upon TMC’s Technical Report Summary for the Initial Assessment published in August 2025. In addition to the USA B exploration license application, TMC USA is also advancing a consolidated application for an exploration license and commercial recovery permit for the USA A area, which was submitted to NOAA on January 22, 2026, and later determined to be fully compliant on April 28, 2026.

 

Gerard Barron, CEO and Chairman of The Metals Company commented: “Today’s certification of our USA B exploration license application marks another important milestone in NOAA’s transparent, rules-based process and we look forward to the development and publication of an EIS. Exploration is a critical step to unlocking the transformative potential of the untapped nodule resource for the United States.”

 

Certification represents a key step in a steady cadence of expected regulatory milestones:

 

·NOAA is expected to soon publish a Notice of Intent to Prepare an Environmental Impact Statement, followed by the development and then publication for public comment of a draft EIS and draft Terms, Conditions and Restrictions (TCRs) for TMC USA’s proposed exploration activities on the USA B area

 

 

 

 

·Following the public comment period, the EIS will be finalized and NOAA will make a final determination on the issuance of the license and its associated TCRs

 

The Company and its partners have conducted over a decade of scientific research, environmental data collection, and offshore engineering, building one of the most comprehensive datasets ever assembled on polymetallic nodules and their surrounding ecosystems. To date, independent academics have published 37 peer-reviewed studies based upon the Company’s dataset. Earlier this year, the Company began sharing key findings from its Environmental Impact Assessment publicly as part of two new video series, highlighting how its dataset addresses environmental concerns and how innovation has reduced its environmental footprint. The exploratory activities outlined as part of TMC USA’s USA B exploration license application are expected to generate significant new data and, with all academics involved free to publish, the Company anticipates that hundreds more papers will be published over the coming months and years.

 

NOAA has played a central role in advancing scientific understanding of deep seabed mining impacts since the 1970s, including conducting environmental research cruises in the CCZ, monitoring early nodule collection trials, and publishing a Programmatic Environmental Impact Statement covering the CCZ in 1981. The agency issued comprehensive DSHMRA implementing regulations in 1981 (exploration licenses) and 1989 (commercial recovery permits) and has maintained an active licensing program since that time, with multiple exploration licenses renewed on a five-year basis.

 

About The Metals Company 
The Metals Company is a developer of lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into the environmental and social impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.

 

Contacts  
Media | media@metals.co   
Investors | investors@metals.co

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as believes, could, expects, may, plans, possible, potential, will and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements with respect to: the Company’s strategy to pursue exploration and commercial recovery of seafloor polymetallic nodules under the U.S. regulatory regime; the anticipated publication of a Notice of Intent to Prepare an EIS, followed by the development and publication for public comment of a draft EIS and draft Terms, Conditions and Restrictions for TMC USA’s proposed exploration activities on the USA B area; the finalization of the EIS and NOAA’s final determination on whether to issue the exploration license; the estimated resource potential of the USA B area; the expectation that exploratory activities under the USA B exploration license will generate significant new scientific data and that additional peer-reviewed papers will be published based on that data; and the Company’s expectation that certification of the USA B exploration license application, together with the progression of the USA A consolidated application, advances TMC USA’s broader strategy to unlock the full potential of its U.S. nodule resource. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things, NOAA’s review of the USA B exploration license application and any determinations made during that review, including with respect to the scope of any exploration license that may ultimately be granted; the outcome and timing of regulatory reviews by NOAA under DSHMRA; the ability to obtain permits from the U.S. government; changes in environmental, mining and other applicable laws and regulations; risks related to strategic partnerships and technology sharing; uncertainties relating to the accuracy of resource estimates; the outcome of any pending or future litigation; and other risks and uncertainties described in greater detail in the section entitled Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on March 31, 2026, and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 14, 2026, and in subsequent Current Reports on Form 8-K filed with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

 

 

 

FAQ

What regulatory milestone did TMC (TMC) announce in this 8-K filing?

TMC announced that NOAA formally certified the USA B exploration license application submitted by its U.S. subsidiary under the Deep Seabed Hard Mineral Resources Act. This certification is a key procedural step before NOAA decides whether to issue an exploration license.

How large is TMC’s USA B exploration area and what resource is estimated there?

The USA B application area covers about 122,000 km² of seafloor and hosts an estimated 1.02 billion tonnes of polymetallic nodules. This estimate is based on TMC’s Technical Report Summary for the Initial Assessment published in August 2025.

What progress has TMC (TMC) made on its USA A license and permit applications?

TMC’s U.S. subsidiary submitted a consolidated application for an exploration license and commercial recovery permit for the USA A area on January 22, 2026. NOAA later determined this application to be fully compliant on April 28, 2026, advancing it within the agency’s review process.

Does NOAA’s certification mean TMC already has a USA B exploration license?

Certification of the USA B application is not the same as an exploration license. NOAA must still complete an Environmental Impact Statement process and make a final determination on whether to issue the exploration license and under what terms, conditions, and restrictions.

What scientific work underpins TMC’s deep-sea nodule projects?

TMC and partners have conducted over a decade of scientific research, environmental data collection, and offshore engineering on polymetallic nodules. Independent academics have published 37 peer-reviewed studies using the company’s dataset, with more publications anticipated as additional exploration proceeds.

How does TMC (TMC) describe its overall mission in critical metals?

TMC describes itself as a developer of lower-impact critical metals from seafloor polymetallic nodules. Its dual mission is to supply metals with net positive impacts versus conventional routes and to trace, recover, and recycle those metals to help create a long-lived “metal commons.”

Filing Exhibits & Attachments

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