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:
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).
On November 12, 2026, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September
30, 2026 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto. In addition, the Company will
hold a conference call on November 12, 2026 at 4:30 p.m. EST to discuss these results and the business update.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
(d) Exhibits.
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.
Exhibit 99.1
TMC Provides Third Quarter 2026 Corporate Update
NEW YORK, November 12, 2026 — TMC the metals company Inc. (Nasdaq:
TMC) (“TMC” or “the Company”), a leading developer of the world’s largest resource of critical metals essential
to energy, defense, manufacturing and infrastructure, today provided a corporate update and third quarter financial results for the period
ended September 30, 2026.
Q3 2026 Financial Highlights
| · | Liquidity of approximately $123 million available from our cash on hand and
our credit facilities as of September 30, 2026 |
| · | $19.4 million cash used in operations for the quarter ended September
30, 2026 |
| · | Net loss of $28.4 million and net loss per share of 6 cents for the quarter
ended September 30, 2026 |
TMC USA’s Applications Continue Progressing Through NOAA Review
| · | In a November 3, 2026 letter, the National Oceanic and Atmospheric Administration
(“NOAA”) stated that it now expects to notify our subsidiary, The Metals Company USA (“TMC USA”), of its final
determination as to certification of the TMC USA-A consolidated application by mid-December 2026, rather than the end of October |
| · | The letter references NOAA’s process, specifically the need for adequate
time to review over 1,600 public comments received during the public comment period that closed on October 19. The letter does not identify
any issue or deficiency with the application |
| · | Certification would be a major permitting milestone. It would reflect NOAA’s
determination that TMC USA has the financial and technical capacity to carry out its proposed nodule collection operations in the USA-A
area, and that its commercial recovery plan meets the statutory requirements |
| · | Based on NOAA guidance, the Company continues to expect issuance of the permit
in advance of the targeted Q4 2027 offshore collection system commissioning; the Company believes the rigor of NOAA’s review supports
the permit’s long-term durability and legal defensibility and reinforces the high standards applicable to all applicants |
Allseas Partnership: Secure First Production, Unlock Full-Scale
Growth
| · | TMC and Allseas are advancing a capital-light approach intended to enable
the start of commercial operations upon potential permit grant, reduce upfront investment and operating costs through a simplified offshore
system designed to meet the first two years’ production targets |
| · | A planned second production vessel is expected to be key to the Company's
transition to full-scale operations, enabling Hidden Gem to undergo its full-capacity conversion in Year 3 while maintaining continuous
production |
| · | The phased approach would enable TMC to scale production and investment progressively,
aligned with operational performance and available funding, while preserving the original timeline to reach steady-state production of
12 million wet tonnes per annum |
U.S. Government Funding Update
| · | The
Company is actively engaged in funding processes with specific U.S. agencies named in Executive
Order 14285 regarding plans to build nodule processing and refining capacity in
the United States |
| · | While these processes continue confidentially, the Company does not currently
intend to pursue other capital market transactions until such time as one or more of these processes are completed |
Gerard Barron, Chairman & CEO of TMC, commented: “Our Commercial
Recovery Permit application for USA-A is going through a thorough review at NOAA. Recent developments give us confidence that we could
have the permit in hand by this time next year. Our focus is on being ready to mobilize for production directly after we receive it.
Together with Allseas, we’re working to significantly reduce the capital
required to bring Hidden Gem into production. Rather than targeting maximum production capacity from day one, we’re prioritizing speed
to first production and a lower upfront investment, which is good news for TMC shareholders. Even at these lower initial volumes, we expect
the operation to be EBITDA-positive in its first years.
Our objective remains to build a greenfield processing and refining
facility in Brownsville, but having it up and running in time to receive the first nodules from our offshore operations is a challenge.
That’s where we may lean on our five-year partnership with PAMCO and its existing processing facility in Japan. PAMCO will need to make
some modifications to its plant to prepare for the arrival of the first nodules. Our team and external engineering consultants have been
in Hachinohe this week working through those plans to make sure our schedules align.
In parallel, we continue to work closely with Mariana Minerals and
are making good progress on the feasibility, permitting, capital requirements and operating costs of a nodule processing plant in Brownsville,
leveraging Mariana’s software-first, AI-driven approach to plant design, construction and operations. Due diligence is progressing at
full pace, with two U.S. government agencies considering financial support for our Brownsville plant. Encouragingly, the agencies are
working together on the file, and I hope to have more substantive news to share on that soon.”
Operational Highlights
NOAA Holds Virtual Public Hearing and Closes First 60-Day Public
Comment Period for the USA-A Consolidated Application
On October 19, 2026, NOAA closed the first public comment period for
the consolidated application submitted by TMC USA for an exploration license and commercial recovery permit over the USA-A area under
the Deep Seabed Hard Mineral Resources Act (“DSHMRA”) and its implementing regulations. Prior to the closure of the 60-day
comment period, NOAA held a virtual public hearing on October 13 to hear from the public as to our application. As part of NOAA’s
transparent permitting process, the public will have multiple opportunities to share their views on the substance of the USA-A application.
NOAA Publishes TMC USA’s Consolidated Application for an Exploration
License and Commercial Recovery Permit for TMC USA-A in the Federal Register
On
August 19, 2026, we announced that NOAA had published in the Federal Register the consolidated application submitted by TMC USA for the
USA-A area under DSHMRA and its implementing regulations. Publication of the consolidated application in the Federal Register followed
the determination of full compliance by NOAA on April 28, 2026, and provided public notice of TMC USA’s submission. We believe
the rigor of NOAA’s review supports the long-term durability and legal defensibility of any licenses or permits issued and reinforces
the high standards applicable to all applicants. NOAA’s review will continue under DSHMRA and its implementing regulations and
is now expected to proceed through remaining steps, including:
| - | Certifying the application |
| - | Conducting the required environmental review and providing a draft Environmental Impact Statement (“EIS”) for public comment |
| - | Making a final determination on whether to issue the exploration license and commercial recovery permit and associated Terms, Conditions,
and Restrictions (“TCRs”) |
NOAA Publishes Notice of Intent in the Federal Register to Prepare
an Environmental Impact Statement for TMC USA’s USA-B Exploration License Application
On August 17, 2026, we announced that NOAA had published in the Federal
Register a Notice of Intent (“NOI”) to prepare an EIS for the exploration license application submitted by the Company’s
subsidiary, TMC USA, under DSHMRA and its implementing regulations. The USA-B application area in the Clarion Clipperton Zone of the Pacific
Ocean covers approximately 122,000 km2 of seafloor and hosts an estimated 1.02 billion tonnes of polymetallic nodules based
on TMC’s Technical Report Summary for the Initial Assessment published in August 2025. The publication of the NOI followed the earlier
certification of TMC USA’s application for an exploration license over the USA-B area and represented another key step in a steady,
transparent cadence of expected regulatory milestones:
| - | NOAA will publish for public comment 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, NOAA will consider comments and finalize the EIS |
| - | NOAA will then make a final determination on the issuance of the license and its associated TCRs |
TMC Announces Appointment of Liam Mallon, Former President of ExxonMobil
Upstream, to its Board of Directors
On September 29, 2026, we announced that Liam Mallon, former President
of ExxonMobil Upstream Company, had joined our Board of Directors. Mr. Mallon brings over 40 years of global energy and offshore operating
experience, including leadership of ExxonMobil’s worldwide upstream business, where he oversaw $20–30 billion in annual capital
deployment and major U.S. shale and offshore deepwater growth initiatives such as ExxonMobil’s landmark Guyana development and $60
billion Pioneer Natural Resources acquisition.
TMC USA Enters into MSA with Mariana Minerals
On July 21, 2026, TMC USA entered into a Master Services Agreement
with Mariana Minerals for a phased program to advance a proposed polymetallic nodule processing and refining industry park at the Port
of Brownsville, Texas, beginning with mobilization, concept development and technical design work to establish plant feasibility and design
basis, as well as a trade-off and opportunity assessment program for Phase 1, Stage 1 of the proposed onshore nodule processing facility.
TMC and Eco Minerals Enter Exclusive Offshore Survey and Exploration
Services Agreement
On July 22, 2026, TMC and Eco Minerals entered into a Mutual Master
Services Agreement under which Eco Minerals will serve, subject to vessel availability, as TMC’s exclusive provider of vessel charter
and marine survey services, including advanced seafloor mapping, sampling and autonomous survey capabilities. TMC will provide Eco Minerals
with environmental and regulatory advisory services, drawing on its offshore assessment and permitting experience. The companies may jointly
pursue third-party survey and exploration services opportunities. The agreement builds on an existing memorandum of understanding identifying
TMC as a potential processing partner for Eco Minerals, subject to a standards-compliant prefeasibility study, due diligence, definitive
agreements and required regulatory approvals.
Industry Update
TMCR Royalty Interest Mesabi Metallics Confirms $15 Billion Investment
in Largest Steel Complex in U.S. History
On September 28, 2026, Mesabi Metallics announced it would invest $15
billion in a new steel complex in Iowa, and an additional $3 billion for the completion of its Iron Range iron ore mine in Minnesota.
The Metals Royalty Co. (Nasdaq: TMCR) has a 2.0% Gross Overriding Royalty on the Mesabi Metallics iron ore project. The plant and supporting
mine represent a major step toward rebuilding America’s supply chain for steel production, which also requires large quantities
of manganese.
TMC USA Partner Mariana Minerals Raises $310 Million Series B
On August 3, 2026, Mariana Minerals announced a $310 million Series
B financing led by Khosla Ventures, with participation from Andreessen Horowitz (a16z), Breakthrough Energy Ventures, BHP Ventures, Mitsubishi
Corporation and In-Q-Tel, among others. The round brings Mariana’s total parent and project capital raised to approximately $400
million. Mariana’s software-first platform, MarianaOS, is designed to cut traditional project timelines roughly in half. Under the
Master Services Agreement it signed with TMC USA in July, Mariana is leading feasibility-level engineering for the first smelting stage
at the proposed Brownsville processing site.
Financial Results Overview
At September 30, 2026, we held cash of approximately $79.3 million
and had no financial debt. We believe that our cash position will be sufficient to meet our working capital and capital expenditure commitments
for at least the next twelve months.
We reported a net loss of approximately $28.4 million, or $0.06 per
share, for the quarter ended September 30, 2026, compared to a net loss of $184.5 million, or $0.46 per share, for the quarter ended September
30, 2025. Exploration and evaluation expenses during the quarter ended September 30, 2026 were $23.5 million compared to $9.6 million
for the quarter ended September 30, 2025. The third quarter of 2026 included higher costs to recognize the full charge of ongoing development,
operating, and vessel costs, higher share-based compensation expense, an increase in feasibility and prefeasibility study costs and an
increase in legal and professional costs related to the project.
General and administrative expenses were $9.5 million for the quarter ended September 30, 2026, compared to $45.7 million for the quarter
ended September 30, 2025, due to a $32.7 million lower share-based compensation expense, and a decrease in legal fees.
Conference Call
We will hold a conference call on November 12, 2026, at 4:30 p.m. ET to provide an update on recent corporate developments and third quarter
2026 financial results.
Third Quarter 2026 Conference Call Details
| Date: |
November 12, 2026 |
| |
|
| Time: |
4:30 p.m. ET |
| |
|
| Audio-only Dial-in: |
Register Here |
| |
|
| Virtual webcast with slides: |
Register Here |
| |
|
The virtual webcast will be available for replay on the ‘Investors’
tab of the Company’s website under ‘Investors’ > ‘Media’ > ‘Events
and Presentations’, approximately two hours after the event.
About The Metals Company
The Metals Company is a developer of lower-impact critical metals
from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing and infrastructure with
net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals we supply to help create
a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into the environmental and social
impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward-Looking Statements
This press release contains forward-looking statements and information
within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results of TMC may differ from its expectations, estimates,
and projections and consequently you should not rely on these forward-looking statements as predictions of future events. These statements
may be identified by words such as anticipates, believes, could, estimates, expects, intends, may, plans, possible, potential, should,
targets, will, would 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 certification,
public notice, public comment, environmental review, including the EIS process, and final determination process for the consolidated application
submitted to NOAA under DSHMRA and for the USA-B exploration license application, including the scoping and EIS process initiated by the
Notice of Intent; the anticipated scope, timing and outcome of NOAA's review of the consolidated application and the USA-B exploration
license application; NOAA's statement in its November 3, 2026 letter that it expects to notify TMC USA of its final determination as to
certification by the middle of December 2026; the Company's expectation that a commercial recovery permit, if approved, will be issued
in advance of targeted Q4 2027 offshore collection system commissioning; the Company's belief that the rigor of NOAA's review supports
the long-term durability and legal defensibility of any licenses or permits issued; the expected development, commissioning and operation
of the first commercial nodule collection system under the development and operating agreement with Allseas described in this press release
(the “Allseas Agreement”), including the nameplate production capacity of 3.0 million wet tonnes per annum and the expected
timing of system commissioning in Q4 2027; the expected design, cost and scope of a capital-light initial production system, including
anticipated reductions in capital and operating costs at start-up, the expected addition of a second production vessel and the planned
full-capacity conversion of Hidden Gem, the anticipated phased scale-up of production to 12 million wet tonnes per annum in line with
market demand and available funding, and the expectation that the long-term production profile described in the Company's technical reports
will be preserved; the phased program with Mariana Minerals to advance a proposed U.S.-based nodule processing and refining industry park
at the Port of Brownsville, Texas, including the establishment of plant feasibility and design basis and the anticipated benefits of Mariana
Minerals' software-first, AI-driven approach to engineering, procurement, construction and plant operations; the status, timing and outcome
of funding processes with the U.S. government agencies named in Executive Order 14285 regarding plans to build nodule processing and refining
capacity in the United States, and the Company's current intention not to pursue other capital market transactions until one or more of
those processes are completed; the Company's belief that its cash on hand and the borrowings available under its credit facilities will
be sufficient to meet its working capital and capital expenditure commitments for at least the next twelve months; the anticipated benefits
of the Mutual Master Services Agreement with Eco Minerals, including exclusive vessel charter access and survey capabilities, the joint
pursuit of third-party opportunities and potential processing collaboration, in each case subject to vessel availability, definitive agreements,
government financing and required approvals; the estimated resource potential of the USA-A and USA-B areas, including estimated nodule
tonnages and potential exploration upside, and the resource estimates described in the Company's technical reports; the Company's pursuit
of complementary processing routes, including the anticipated benefits of its relationship with PAMCO and the negotiation and entry into
definitive processing agreements with PAMCO; and the anticipated development of the Mesabi Metallics steel complex and iron ore mine.
The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should
not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things: the scope,
timing and outcome of NOAA's review of the consolidated application and the USA-B exploration license application, including the conduct
of the environmental review under the National Environmental Policy Act, the nature and volume of public comments received, the absence
of any mandatory statutory deadline under DSHMRA, the risk of further delay and the fact that certification is an intermediate step in
NOAA's review that does not constitute approval or issuance of any license or permit; the terms of any exploration license or commercial
recovery permit ultimately granted, including the risk that the terms, conditions and restrictions imposed are more restrictive than anticipated;
legal challenges in U.S. courts by third parties claiming to be adversely affected or aggrieved by NOAA's actions, including the pending
action challenging NOAA's certification of the USA-B exploration license application and the risk that a vacatur of that certification
would require further proceedings before a license could be issued; the need for continued U.S. policy support and the effect of shifts
in political priorities, legal interpretations or agency leadership, and opposition to deep-seabed mining from governments, non-governmental
organizations and other third parties; the ability to obtain an exploitation contract from the International Seabed Authority (“ISA”)
or permits from the U.S. government, risks related to the Company's dual-path permitting strategy, the ISA's response to the provisional
measures prescribed by the Seabed Disputes Chamber of the International Tribunal for the Law of the Sea and the outcome of the proceedings
brought by the Company’s subsidiaries Nauru Ocean Resources Inc. and Tonga Offshore Mining Limited against the ISA; the successful
continuation of the Company's alliance with Allseas, including under the Allseas Agreement, and Allseas' ability to perform as expected;
the risk that the initial production system does not reduce capital or operating costs as expected and that the addition of a second production
vessel and the scale-up of production do not occur on the anticipated timeline or at all; the development, testing, integration, scaling,
commissioning and operation of the offshore collection system and its key components; the performance of other contractors and counterparties,
including the risks that the Mariana Minerals phased program does not proceed beyond its initial stage or does not establish plant feasibility
on acceptable terms and that the definitive agreements contemplated with Eco Minerals are not entered into, and that definitive processing
agreements with PAMCO are not entered into in a particular time period or at all; changes in environmental, mining and other applicable
laws and regulations; the availability of and access to capital on acceptable terms and the sufficiency of the Company's cash, including
for amounts needed to fund its share of costs under the Allseas Agreement, and the Company's dependence on U.S. government funding for
a majority of onshore capital spending and the risk that U.S. government funding processes do not result in awards with terms, conditions
or contingencies favorable to the Company, and the risk that the Company requires additional capital before those processes are completed;
risks related to strategic partnerships and technology sharing; uncertainties relating to processing nodules at commercial scale and to
the accuracy of resource estimates; metals price volatility; 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 (“SEC”) on March 31, 2026, in the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, filed on May 14, 2026 and August 13, 2026, respectively,
and in the Company's subsequent Quarterly Reports on Form 10-Q and 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.
TMC the metals company Inc.
Condensed Consolidated Balance Sheets
(in thousands of U.S. dollars, except share
amounts)
(Unaudited)
| ASSETS | |
As at September 30, 2026 | | |
As at December 31, 2025 | |
| Current | |
| | | |
| | |
| Cash | |
$ | 79,260 | | |
$ | 117,633 | |
| Receivables and prepayments | |
| 2,394 | | |
| 3,049 | |
| | |
| 81,654 | | |
| 120,682 | |
| Non-current | |
| | | |
| | |
| Exploration assets | |
| 42,951 | | |
| 42,951 | |
| Equipment | |
| 402 | | |
| 519 | |
| Software development costs | |
| 2,347 | | |
| 2,125 | |
| Right-of-use asset | |
| 477 | | |
| 1,907 | |
| Investments | |
| 31,713 | | |
| 13,447 | |
| | |
| 77,890 | | |
| 60,949 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 159,544 | | |
$ | 181,631 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Current | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 52,581 | | |
$ | 46,048 | |
| Warrant liability | |
| — | | |
| 13,351 | |
| | |
| 52,581 | | |
| 59,399 | |
| Non-current | |
| | | |
| | |
| Deferred tax liability | |
| 10,675 | | |
| 10,675 | |
| Royalty liability | |
| 140,000 | | |
| 145,000 | |
| | |
| 150,675 | | |
| 155,675 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
$ | 203,256 | | |
$ | 215,074 | |
| | |
| | | |
| | |
| EQUITY | |
| | | |
| | |
| Common shares (unlimited shares, no par value – issued: 441,291,524 (December 31, 2025–422,966,333)) | |
| 751,611 | | |
| 681,343 | |
| Additional paid-in capital | |
| 266,242 | | |
| 237,696 | |
| Accumulated other comprehensive loss | |
| (1,203 | ) | |
| (1,203 | ) |
| Deficit | |
| (1,060,362 | ) | |
| (951,279 | ) |
| TOTAL EQUITY | |
| (43,712 | ) | |
| (33,443 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND EQUITY | |
$ | 159,544 | | |
$ | 181,631 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Loss
and Comprehensive Loss
(in thousands of U.S. dollars, except share
and per share amounts)
(Unaudited)
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Exploration and evaluation expenses | |
$ | 23,538 | | |
$ | 9,633 | | |
$ | 92,883 | | |
$ | 29,644 | |
| General and administrative expenses | |
| 9,506 | | |
| 45,726 | | |
| 45,860 | | |
| 65,705 | |
| Operating loss | |
| 33,044 | | |
| 55,359 | | |
| 138,743 | | |
| 95,349 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other items | |
| | | |
| | | |
| | | |
| | |
| Charge on Allseas settlement | |
| — | | |
| — | | |
| 7,868 | | |
| — | |
| Naoero and Tonga warrant cost | |
| — | | |
| 4,977 | | |
| — | | |
| 38,056 | |
| Equity-accounted investment loss (income) | |
| 4,853 | | |
| 492 | | |
| 9,376 | | |
| 438 | |
| Gain on dilution of investment | |
| (3,834 | ) | |
| (2,967 | ) | |
| (26,905 | ) | |
| (2,967 | ) |
| Change in fair value of royalty liability | |
| (5,000 | ) | |
| 131,000 | | |
| (5,000 | ) | |
| 131,000 | |
| Change in fair value of warrant liability | |
| (527 | ) | |
| (3,852 | ) | |
| (13,351 | ) | |
| 12,818 | |
| Foreign exchange loss (gain) | |
| (30 | ) | |
| 43 | | |
| (866 | ) | |
| 3,599 | |
| Interest income | |
| (906 | ) | |
| (1,339 | ) | |
| (3,082 | ) | |
| (1,505 | ) |
| Fees and interest on borrowings and credit facilities | |
| 720 | | |
| 681 | | |
| 2,099 | | |
| 2,535 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss and comprehensive loss for the period, before tax | |
$ | 28,320 | | |
$ | 184,394 | | |
$ | 108,882 | | |
$ | 279,323 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| 41 | | |
| 123 | | |
| 201 | | |
| 123 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss and comprehensive loss for the period, after tax | |
$ | 28,361 | | |
$ | 184,517 | | |
$ | 109,083 | | |
$ | 279,446 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share | |
| | | |
| | | |
| | | |
| | |
| - Basic and diluted | |
$ | 0.06 | | |
$ | 0.46 | | |
$ | 0.25 | | |
$ | 0.75 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding – basic and diluted | |
| 440,992,646 | | |
| 405,506,978 | | |
| 433,563,803 | | |
| 372,713,658 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Changes
in Equity
(in thousands of U.S. dollars, except share
amounts)
(Unaudited)
| |
|
Common Shares | |
| |
| |
| |
| |
| |
| |
| Three months ended September 30, 2026 |
|
Shares | |
Amount | |
Preferred Shares | |
Special Shares | |
Additional Paid-in Capital | |
Accumulated Other Comprehensive Loss | |
Deficit | |
Total | |
| July 1, 2026 |
|
| 433,726,201 | |
$ | 707,361 | |
$ | — | |
$ | — | |
$ | 298,406 | |
$ | (1,203 | ) |
$ | (1,032,001 | ) |
$ | (27,437 | ) |
| Conversion of restricted share units, net of shares withheld for taxes |
|
| 259,756 | |
| 1,074 | |
| — | |
| — | |
| (1,074 | ) |
| — | |
| — | |
| — | |
| Allseas obligation settled with equity |
|
| 7,305,567 | |
| 43,176 | |
| — | |
| — | |
| (43,176 | ) |
| — | |
| — | |
| — | |
| Share-based compensation and expenses settled with equity |
|
| — | |
| — | |
| — | |
| — | |
| 12,086 | |
| — | |
| — | |
| 12,086 | |
| Loss for the period |
|
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (28,361 | ) |
| (28,361 | ) |
| September 30, 2026 |
|
| 441,291,524 | |
$ | 751,611 | |
$ | — | |
$ | — | |
$ | 266,242 | |
$ | (1,203 | ) |
$ | (1,060,362 | ) |
$ | (43,712 | ) |
| |
|
Common Shares | |
| |
| |
| |
| |
| |
| |
| Three months ended September 30, 2025 |
|
Shares | |
Amount | |
Preferred Shares | |
Special Shares | |
Additional Paid-in Capital | |
Accumulated Other Comprehensive Loss | |
Deficit | |
Total | |
| July 1, 2025 |
|
| 397,155,318 | |
$ | 606,246 | |
$ | — | |
$ | — | |
$ | 203,181 | |
$ | (1,203 | ) |
$ | (726,364 | ) |
$ | 81,860 | |
| Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses |
|
| 3,333,334 | |
| 6,509 | |
| — | |
| — | |
| 461 | |
| — | |
| — | |
| 6,970 | |
| Exercise of Class A warrants |
|
| 1,638,270 | |
| 4,743 | |
| — | |
| — | |
| (4,743 | ) |
| — | |
| — | |
| — | |
| Exercise of Class B warrants |
|
| 2,525,000 | |
| 7,778 | |
| — | |
| — | |
| (2,778 | ) |
| — | |
| — | |
| 5,000 | |
| Conversion of restricted share units, net of shares withheld for taxes |
|
| 704,491 | |
| 3,467 | |
| — | |
| — | |
| (3,467 | ) |
| — | |
| — | |
| — | |
| Exercise of stock options |
|
| 3,498,760 | |
| 10,110 | |
| — | |
| — | |
| (7,989 | ) |
| — | |
| — | |
| 2,121 | |
| Naoero and Tonga warrant cost |
|
| — | |
| — | |
| — | |
| — | |
| 4,977 | |
| — | |
| — | |
| 4,977 | |
| Share-based compensation and expenses settled with equity |
|
| — | |
| — | |
| — | |
| — | |
| 42,965 | |
| — | |
| — | |
| 42,965 | |
| Loss for the period |
|
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (184,517 | ) |
| (184,517 | ) |
| September 30, 2025 |
|
| 408,855,173 | |
$ | 638,853 | |
$ | — | |
$ | — | |
$ | 232,607 | |
$ | (1,203 | ) |
$ | (910,881 | ) |
$ | (40,624 | ) |
TMC the metals company Inc.
Condensed Consolidated Statements of Changes
in Equity
(in thousands of U.S. dollars, except share
amounts)
(Unaudited)
| |
|
Common Shares | |
| |
| |
| |
| |
| |
| |
| Nine months ended September 30, 2026 |
|
Shares | |
Amount | |
Preferred Shares | |
Special Shares | |
Additional Paid in Capital | |
Accumulated Other Comprehensive Loss | |
Deficit | |
Total | |
| January 1, 2026 |
|
| 422,966,333 | |
$ | 681,343 | |
$ | — | |
$ | — | |
$ | 237,696 | |
$ | (1,203 | ) |
$ | (951,279 | ) |
$ | (33,443 | ) |
| Conversion of restricted share units, net of shares withheld for taxes |
|
| 8,949,307 | |
| 16,762 | |
| — | |
| — | |
| (16,762 | ) |
| — | |
| — | |
| — | |
| Exercise of stock options |
|
| 2,045,126 | |
| 10,248 | |
| — | |
| — | |
| (7,529 | ) |
| — | |
| — | |
| 2,719 | |
| Share purchase under Employee Stock Purchase Plan |
|
| 25,191 | |
| 82 | |
| — | |
| — | |
| (26 | ) |
| — | |
| — | |
| 56 | |
| Allseas obligation settled with equity |
|
| 7,305,567 | |
| 43,176 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 43,176 | |
| Share-based compensation and expenses settled with equity |
|
| — | |
| — | |
| — | |
| — | |
| 52,863 | |
| — | |
| — | |
| 52,863 | |
| Loss for the period |
|
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (109,083 | ) |
| (109,083 | ) |
| September 30, 2026 |
|
| 441,291,524 | |
$ | 751,611 | |
$ | — | |
$ | — | |
$ | 266,242 | |
$ | (1,203 | ) |
$ | (1,060,362 | ) |
$ | (43,712 | ) |
| |
|
Common Shares | |
| |
| |
| |
| |
| |
| |
| Nine months ended September 30, 2025 |
|
Shares | |
Amount | |
Preferred Shares | |
Special Shares | |
Additional Paid in Capital | |
Accumulated Other Comprehensive Loss | |
Deficit | |
Total | |
| January 1, 2025 |
|
| 340,708,460 | |
$ | 477,217 | |
$ | — | |
$ | — | |
$ | 138,303 | |
$ | (1,203 | ) |
$ | (631,435 | ) |
$ | (17,118 | ) |
| Issuance of shares and warrants to Korea Zinc, net of expenses |
|
| 19,623,376 | |
| 71,686 | |
| — | |
| — | |
| 13,432 | |
| — | |
| — | |
| 85,118 | |
| Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses |
|
| 12,333,334 | |
| 24,149 | |
| — | |
| — | |
| 12,548 | |
| — | |
| — | |
| 36,697 | |
| Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses |
|
| 5,000,000 | |
| 2,237 | |
| — | |
| — | |
| 2,763 | |
| — | |
| — | |
| 5,000 | |
| Shares issued from ATM |
|
| 7,542,996 | |
| 14,784 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 14,784 | |
| Exercise of Class A warrants |
|
| 1,888,270 | |
| 5,467 | |
| — | |
| — | |
| (1,690 | ) |
| — | |
| — | |
| 3,777 | |
| Exercise of Class B warrants |
|
| 7,358,096 | |
| 14,229 | |
| — | |
| — | |
| (6,579 | ) |
| — | |
| — | |
| 7,650 | |
| Conversion of restricted share units, net of shares withheld for taxes |
|
| 10,177,224 | |
| 17,509 | |
| — | |
| — | |
| (17,509 | ) |
| — | |
| — | |
| — | |
| Exercise of stock options |
|
| 4,210,884 | |
| 11,563 | |
| — | |
| — | |
| (8,980 | ) |
| — | |
| — | |
| 2,583 | |
| Share purchase under Employee Stock Purchase Plan |
|
| 12,533 | |
| 12 | |
| — | |
| — | |
| (2 | ) |
| — | |
| — | |
| 10 | |
| Naoero and Tonga warrant cost |
|
| — | |
| — | |
| — | |
| — | |
| 38,056 | |
| — | |
| — | |
| 38,056 | |
| Share-based compensation and expenses settled with equity |
|
| — | |
| — | |
| — | |
| — | |
| 62,265 | |
| — | |
| — | |
| 62,265 | |
| Loss for the period |
|
| — | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (279,446 | ) |
| (279,446 | ) |
| September 30, 2025 |
|
| 408,855,173 | |
$ | 638,853 | |
$ | — | |
$ | — | |
$ | 232,607 | |
$ | (1,203 | ) |
$ | (910,881 | ) |
$ | (40,624 | ) |
TMC the metals company Inc.
Condensed Consolidated Statements of Cash
Flows
(in thousands of U.S. dollars)
(Unaudited)
| | |
Nine months ended September 30, 2026 | | |
Nine months ended September 30, 2025 | |
| Cash used in operating activities | |
| | | |
| | |
| Loss for the period | |
$ | (109,083 | ) | |
$ | (279,446 | ) |
| Items not affecting cash: | |
| | | |
| | |
| Naoero and Tonga warrant cost | |
| — | | |
| 38,056 | |
| Amortization | |
| 117 | | |
| 173 | |
| Lease expense | |
| 1,430 | | |
| 1,430 | |
| Allseas obligation settled with equity | |
| 35,308 | | |
| — | |
| Charge on Allseas settlement | |
| 7,868 | | |
| — | |
| Share-based compensation and expenses settled with equity | |
| 52,863 | | |
| 62,265 | |
| Equity-accounted investment loss (income) | |
| 9,376 | | |
| 438 | |
| Gain on dilution of investment | |
| (26,905 | ) | |
| (2,967 | ) |
| Change in fair value of royalty liability | |
| (5,000 | ) | |
| 131,000 | |
| Change in fair value of warrant liability | |
| (13,351 | ) | |
| 12,818 | |
| Unrealized foreign exchange movement | |
| (987 | ) | |
| 3,451 | |
| Interest paid on amounts drawn from credit facilities and short-term debt | |
| — | | |
| (823 | ) |
| Changes in working capital: | |
| | | |
| | |
| Receivables and prepayments | |
| 655 | | |
| 284 | |
| Accounts payable and accrued liabilities | |
| 7,565 | | |
| 1,825 | |
| Net cash used in operating activities | |
| (40,144 | ) | |
| (31,496 | ) |
| | |
| | | |
| | |
| Investing activities | |
| | | |
| | |
| Investment in investee | |
| (1,000 | ) | |
| — | |
| Acquisition of equipment and software | |
| (128 | ) | |
| (140 | ) |
| Proceeds from investee distribution | |
| 263 | | |
| 346 | |
| Net cash (used in) generated from investing activities | |
| (865 | ) | |
| 206 | |
| | |
| | | |
| | |
| Financing activities | |
| | | |
| | |
| Proceeds from Korea Zinc Private Placement | |
| — | | |
| 85,165 | |
| Proceeds from Registered Direct Offerings | |
| — | | |
| 42,000 | |
| Expenses paid for Registered Direct Offerings | |
| — | | |
| (719 | ) |
| Proceeds from shares issued from ATM | |
| — | | |
| 14,784 | |
| Proceeds from exercise of Class A warrants | |
| — | | |
| 3,777 | |
| Proceeds from exercise of Class B warrants | |
| — | | |
| 7,650 | |
| Repayment of drawn amount on credit facilities | |
| — | | |
| (4,275 | ) |
| Repayment of Allseas Working Capital Loan | |
| — | | |
| (7,500 | ) |
| Proceeds from exercise of stock options | |
| 2,719 | | |
| 2,583 | |
| Proceeds from Employee Stock Purchase Plan | |
| 56 | | |
| 10 | |
| Net cash provided by financing activities | |
| 2,775 | | |
| 143,475 | |
| | |
| | | |
| | |
| (Decrease) increase in cash | |
$ | (38,234 | ) | |
$ | 112,185 | |
| Impact of exchange rate changes on cash | |
| (139 | ) | |
| (17 | ) |
| Cash - beginning of period | |
| 117,633 | | |
| 3,480 | |
| Cash - end of period | |
$ | 79,260 | | |
$ | 115,648 | |
