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 March 27, 2026, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the fourth quarter and full year
ended December 31, 2025 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
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 Announces Fourth Quarter and
Full Year 2025 Results
NEW YORK, March. 27, 2026 — TMC
the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), a leading developer of the world’s largest
resource of critical metals essential to energy, defense, manufacturing and infrastructure, today provided a corporate update
and fourth quarter and full year financial results for the period ending December 31, 2025.
Fourth Quarter and Full Year 2025 Financial Highlights
| • | Total
cash of approximately $117.6 million at December 31, 2025 |
| • | $11.4
million cash used in operations for the quarter ended December 31, 2025 |
| • | Operating
loss of $44.7 million, net loss of $40.4 million and net loss per share of $0.08 for the quarter ended December 31, 2025 |
Exclusive Negotiations Underway for Nodule Processing &
Refining Hub in Brownsville, Texas
| • | Exclusive
negotiations for 1,466 acres with the Port of Brownsville |
| • | Intended
land use is to develop an integrated nodule processing and refining facility for American
nodule industry with optionality to process other feedstocks |
| • | Preliminary
Master Plan for a 12 Mtpa facility developed and prefeasibility study under way |
| • | As
the only American nodule developer to have designed and tested nodule processing and refining
technology at scale, TMC USA is spearheading this potential
development along with its consortium partners |
| • | No capital commitments made by TMC USA, and investment decision is conditional on U.S. government support |
| • | In addition, capital-light tolling option still being fully explored in Japan |
Strategic Partnership with Mariana Minerals
| • | Following a non-binding MOU signed in April 2025, TMC USA signed a Strategic Partnership Agreement earlier this month with
Mariana Minerals, a software-first mineral developer with operations in San Francisco, Texas and Utah |
| • | The
initial focus of the partnership is to conduct a feasibility study for a staged development
of a nodule processing and refining facility in Brownsville, Texas, and develop AI-enabled
process controls for such a facility |
Gerard Barron, Chairman & CEO, commented: “In my
time leading TMC, I’ve never felt better about our pathway to production because of our financial, strategic, and
permitting position. 2025 was a transformative year for our business — we pivoted to a clear U.S. permitting pathway, saw
strong policy support for our industry through the Administration’s Executive Order and new consolidated application
regulations from NOAA, welcomed several strategic partners and investors including Korea Zinc and the Hess family, and delivered the
world’s first Pre-Feasibility Study for an integrated polymetallic nodule project demonstrating commercial viability. We ended
the year with $162 million in liquidity including undrawn, unsecured credit facilities and expect to report around $154 million of
liquidity at March 31, 2026.
In 2025, we established a new roadmap for our company and our industry.
In 2026, we are focusing on accelerated execution. We believe our new consolidated application can deliver a commercial recovery permit
faster than had we followed a sequential process. NOAA’s determination of substantial compliance was a significant milestone. Our
next key milestones are expected to be full compliance and certification, as well as an Environmental Impact Statement for our consolidated
application.
Our confidence in our ability to secure the permit within a year is
high, so we are not waiting to move forward toward production and expect to complete our updated commercial agreement with Allseas in
the coming days.
To unleash offshore minerals, we must also solve for domestic processing
and refining—with last year’s Executive Order tasking several government agencies to explore and support domestic processing.
While we are not committing to domestic onshore capital expenditures at this time, we are exploring all available options which will include
our capital-light, tolled processing options, along with progressing the prerequisites required to unlock U.S. government support for
a domestic processing and refining hub for our industry, including site-specific planning and feasibility work.
To that end, last year we secured an
exclusive right over a potential land lease option in the Port of Brownsville, Texas, near where plans have recently been announced
supported by this Administration for the first new U.S. oil refinery in decades — underscoring the broader momentum behind
strengthening American industrial capacity. We’ve developed a preliminary master plan and a Pre-Feasibility Study is already
under way for a 12 Mtpa industry park, with the ultimate decision likely to be conditional on financial support from this
Administration. We have also partnered with Mariana Minerals to support feasibility studies and planning in Brownsville as part of our owner’s team.
Founded by a team with decades of experience from Tesla, Exxon and BASF, Mariana brings a software-driven, AI-enabled approach to
project development and metallurgical processing — reflecting the more tech-driven, capital-efficient model we believe is
required to reindustrialize processing capacity in the United States. We believe TMC is well positioned to play a leading role as
this industry moves into commercial production, both offshore and onshore.”
Operational Highlights
Exclusivity on Lease Option for Site in Brownsville, Texas
TMC USA currently holds an exclusive right of
negotiation with the Port of Brownsville on a lease and / or lease option for land sufficient
to develop a domestic nodule processing and refining ecosystem for TMC USA and other American nodule developers, with the ultimate decision
conditional on U.S. government support. The option on a 50-year lease covers a total of 1,466 acres of land at the Port
of Brownsville, in two separate land parcels (735 acres on the Brownsville Shipping Channel and an adjacent 731
acres). There is currently no financial commitment required of TMC USA.
Strategic Partnership with Mariana Minerals
On March 19, 2026, TMC signed
a Strategic Partnership Agreement with Mariana Minerals (“Mariana”) focusing on the potential development of the
nodule processing and refining facility in the Port of Brownsville as part of TMC’s owner’s team. Mariana brings an AI,
software-first approach to the permitting, construction and operation of critical mineral projects: fast-tracked capital project
execution, which enabled Tesla to build its Lithium plant in Texas in <20 months and is core to how SpaceX and other
cutting-edge businesses operate, can be even further accelerated via a software-first approach and offers a faster, more modern
pathway to re-industrialization.
Upcoming Trading of The Metals Royalty Co. (TMCR) on the Nasdaq
In April 2026, The Metals Royalty Co. is expected to begin public
trading (Nasdaq: TMCR). TMCR has a 2.0% Gross Overriding Royalty (GORR) on the NORI area from a 2023 transaction which was previously
announced. As part of the agreement, TMC was granted an equity stake currently representing ~25% ownership in TMCR. TMC retains the right
to repurchase up to 75% of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth
anniversary of the agreement. If both repurchase transactions are executed, TMCR’s remaining gross overriding royalty on the NORI
project revenue will be 0.5%. TMCR is anchored by Michael Hess (TMC board member) and Brian Paes-Braga (former DeepGreen board member)
and is related to Low Carbon Royalties (LCR) which signed an agreement with TMC in 2023.
NOAA Determines TMC USA’s Consolidated Deep-Seabed Mining
Application is in Substantial Compliance
On March 9, 2026, the National Oceanic and Atmospheric Administration
(NOAA) determined that the consolidated application by our subsidiary, TMC USA, for an exploration license and commercial recovery permit
under the Deep Seabed Hard Mineral Resources Act (DSHMRA) is in substantial compliance with the requirements of the Act and its implementing
regulations, marking a key step in the U.S. regulatory and permitting process.
TMC USA Files First Consolidated Deep-Seabed Mining Application, Increasing
Expected Commercial Recovery Permit Area to 65,000 km2
On January 22, 2026, we announced that TMC USA had submitted
a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in international
waters of the Clarion Clipperton Zone (CCZ) in the Pacific Ocean. The application represents the first consolidated exploration license
and commercial recovery permit application submitted under NOAA’s new consolidated application and review process and increases
the commercial recovery area from ~25,000 to ~65,000 km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and a
potential exploration upside of an additional 200 Mt. TMC USA was able to apply under NOAA’s new consolidated process because it
can demonstrate the scientific, technical and financial capability to pursue commercial recovery activities expeditiously.
Industry Update
TMC Welcomes NOAA Rule Modernizing Deep-Seabed Mining Permits
for U.S. Companies in the High Seas
On January 21, 2026, we welcomed the new rule issued by
NOAA updating regulations governing deep-seabed mineral exploration and commercial recovery. Final rule establishes a consolidated
application and review process under DSHMRA, allowing companies that have completed the necessary exploration, environmental, and technological
development work to rely on exploration-phase data in commercial recovery applications, reducing duplication and improving regulatory
efficiency.
U.S. and Japan to Accelerate ‘Commercially Viable Deep-Sea
Mining’
On March 19, 2026, the United States and Japan agreed upon a
new critical minerals action plan aimed at strengthening supply chain resilience, a core component of which is the acceleration of research
and development into ‘commercially viable’ deep-sea mining. TMC remains the only company to have demonstrated commercial
viability through SEC-compliant mineral reserves.
Financial Results Overview
At December 31, 2025, we held cash of approximately $117.6 million.
We believe that our total liquidity including cash and borrowing availability under our credit facility with ERAS Capital LLC and Mr. Barron,
will be sufficient to meet our working capital and capital expenditure commitments for at least the next twelve months from today.
We reported a net loss of approximately $40.4 million, or $0.08 per
share for the quarter ended December 31, 2025, compared to net loss of $16.1 million, or $0.04 per share, for the quarter ended December 31,
2024. Exploration and evaluation expenses during the quarter ended December 31, 2025 were $10.6 million compared to $8.3 million
for the quarter ended December 31, 2024. The increase in the exploration and evaluation expenses in the fourth quarter of 2025 of
$2.3 million was primarily due to an increase in share-based compensation due to the accelerated amortization of awards granted in the
third quarter of 2025, partially offset by a decrease in mining, technological and process development expenses resulting from decreased
engineering work.
General and administrative expenses were $34.1 million for the quarter
ended December 31, 2025 compared to $8.1 million for the quarter ended December 31, 2024, reflecting an increase in share-based
compensation due to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, and an increase
in legal, consulting and personnel costs.
We reported a net loss for the year ended December 31, 2025 of
$319.8 million, or $0.83 per share, compared to net loss of $81.9 million, or $0.25 per share, for the year ended December 31, 2024.
The 2025 results include an increase in the value of NORI’s royalty liability of $131 million following the release of two economic
studies in August 2025 which increased the value of the project, as well as a non-recurring charge of $38 million for the fair value of warrants
issued under revised sponsorship agreements with Nauru and Tonga signed in 2025. Exploration and evaluation expenses during the year ended
December 31, 2025 were $40.3 million compared to $50.6 million for the year ended December 31, 2024. General and administrative
expenses in 2025 were $99.8 million compared to $30.6 million in 2024. The increase in 2025 reflects additional share-based compensation
attributable to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025, due to the early
vesting of the awards reflecting an increase in the Company’s share price. The higher share price resulted with an increase in fair
value of the warrants liability of $12.4 million.
Conference Call
We will hold a conference call today at 8:00 a.m. EDT to provide
an update on recent corporate developments, fourth quarter and full year 2025 financial results and upcoming milestones.
Fourth
Quarter and Full Year 2025 Conference Call Details
| Date: |
Friday, March 27, 2026 |
| Time: |
8:00 am EDT |
| Audio-only Dial-in: |
Register
Here |
| Virtual webcast w/ slides: |
Register
Here |
Please register with the links above at least ten minutes prior to
the conference call. The virtual webcast will be available for replay in the ‘Investors’ tab of the Company’s website
under ‘Investors’ > ‘Media’ > ‘Events and Presentations’, approximately two hours after the
event.
About The Metals Company
The Metals Company is a developer of
lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing
and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals
we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into
the environmental and social impacts of offshore nodule collection and onshore processing. More information is available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward Looking Statements
This press release contains “forward-looking”
statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “believes,” “could,” “expects,” “may,”
“plans,” “possible,” “potential,” “will” and variations of these words or similar
expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release
include, but are not limited to, statements with respect to the Company’s strategy to pursue commercial recovery of seafloor
polymetallic nodules under the U.S. regulatory regime; the outcome and timing of regulatory reviews of its applications submitted
pursuant to the Deep Seabed Hard Mineral Resources Act of 1980 (DSHMRA); the progression of the Company’s applications through
NOAA’s certification process and expected review timelines; the expected use of proceeds from the Company’s 2025
financings and other capital sources; the timing and success of environmental assessments, feasibility studies, technical and
processing trials; the potential economic outcomes described in the Company’s Pre-Feasibility Study and Initial Assessment;;
the belief that our cash balance will be sufficient to meet our working capital and capital expenditure commitments for at least the
next twelve months from the date of this press release; the Company’s operational and financial plans, including the potential
development of a commercial-scale offshore nodule collection system and related onshore processing facilities; and the
Company’s plans relating to downstream logistics, processing and refining, including site selection and development activities
in Brownsville, Texas, and engagement with third-party partners. The Company may not actually achieve the plans, intentions or
expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these
forward-looking statements as a result of various factors, including, among other things: the outcome and timing of regulatory
reviews by NOAA under DSHMRA; the ability to obtain an exploitation contract from the ISA or permits from the U.S. government; risks
related to the Company’s dual-path permitting strategy; changes in environmental, mining and other applicable laws and
regulations; the timing and results of environmental assessments and technical studies; the development, testing and scaling of
offshore collection systems; risks related to strategic partnerships and technology sharing; uncertainties relating to processing
nodules at commercial scale; metals price volatility; the sufficiency of the Company’s cash and ability to secure additional
financing on acceptable terms or at all; dependence on third parties, including Allseas Group S.A. and PAMCO, including the ability
to successfully finalize, execute and perform under definitive agreements with such parties on expected terms or at all; the outcome of
any pending or future litigation; and other risks and uncertainties described in greater detail in the section entitled “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S.
Securities and Exchange Commission (SEC) on March 27, 2025, and in subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC, including the Company’s Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2025 filed on May 14, 2025, and for the quarter ended June 30, 2025 filed on August 14, 2025. Any
forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any
obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed
circumstances or otherwise, except as otherwise required by law.
FINANCIAL INFORMATION
TMC the metals company Inc.
Consolidated Balance Sheets
(in thousands of US Dollars, except share amounts)
(Unaudited)
| |
As at
December 31,
2025 | | |
As at
December 31,
2024 | |
| ASSETS | |
| | | |
| | |
| Current | |
| | | |
| | |
| Cash | |
$ | 117,633 | | |
$ | 3,480 | |
| Receivables and prepayments | |
| 3,049 | | |
| 1,851 | |
| | |
| 120,682 | | |
| 5,331 | |
| Non-current | |
| | | |
| | |
| Exploration assets | |
| 42,951 | | |
| 42,951 | |
| Right of use asset | |
| 1,907 | | |
| 3,814 | |
| Equipment | |
| 519 | | |
| 771 | |
| Software | |
| 2,125 | | |
| 1,928 | |
| Investments | |
| 13,447 | | |
| 8,203 | |
| | |
| 60,949 | | |
| 57,667 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 181,631 | | |
$ | 62,998 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Current | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 46,048 | | |
| 42,754 | |
| Short-term debt | |
| - | | |
| 11,775 | |
| Warrants liability | |
| 13,351 | | |
| - | |
| | |
| 59,399 | | |
| 54,529 | |
| Non-current | |
| | | |
| | |
| Deferred tax liability | |
| 10,675 | | |
| 10,675 | |
| Royalty liability | |
| 145,000 | | |
| 14,000 | |
| Warrants liability | |
| - | | |
| 912 | |
| | |
| 155,675 | | |
| 25,587 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
$ | 215,074 | | |
$ | 80,116 | |
| | |
| | | |
| | |
| EQUITY | |
| | | |
| | |
| Common shares (unlimited shares, no par value – issued: 422,966,333 (December 31, 2024 – 340,708,460)) | |
| 681,343 | | |
| 477,217 | |
| Additional paid in capital | |
| 237,696 | | |
| 138,303 | |
| Accumulated other comprehensive loss | |
| (1,203 | ) | |
| (1,203 | ) |
| Deficit | |
| (951,279 | ) | |
| (631,435 | ) |
| TOTAL EQUITY | |
| (33,443 | ) | |
| (17,118 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND EQUITY | |
$ | 181,631 | | |
$ | 62,998 | |
TMC the metals company Inc.
Consolidated Statements of Loss and Comprehensive Loss
(in thousands of US Dollars, except share and per share amounts)
(Unaudited)
| | |
For the year ended
December 31,
2025 | | |
For the year ended
December 31,
2024 | |
| Operating expenses | |
| | | |
| | |
| Exploration and evaluation expenses | |
$ | 40,282 | | |
$ | 50,643 | |
| General and administrative expenses | |
| 99,772 | | |
| 30,644 | |
| Operating loss | |
| 140,054 | | |
| 81,287 | |
| | |
| | | |
| | |
| Other items | |
| | | |
| | |
| Nauru and Tonga warrant costs | |
| 38,056 | | |
| - | |
| Change in fair value of royalty liability | |
| 131,000 | | |
| - | |
| Equity-accounted investment loss (gain) | |
| (287 | ) | |
| 226 | |
| Gains on dilutions of investment | |
| (5,649 | ) | |
| - | |
| Loss on termination of contract | |
| - | | |
| 199 | |
| Change in fair value of warrant liability | |
| 12,439 | | |
| (1,057 | ) |
| Foreign exchange loss (gain) | |
| 3,665 | | |
| (1,186 | ) |
| Interest income | |
| (2,793 | ) | |
| (176 | ) |
| Fees and interest on borrowings and credit facilities | |
| 3,215 | | |
| 2,602 | |
| | |
| | | |
| | |
| Loss and comprehensive loss for the year, before tax | |
$ | 319,700 | | |
$ | 81,895 | |
| | |
| | | |
| | |
| Tax Expense | |
| 144 | | |
| 48 | |
| | |
| | | |
| | |
| Loss and comprehensive loss for the year | |
$ | 319,844 | | |
$ | 81,943 | |
| | |
| | | |
| | |
| Loss per share | |
| | | |
| | |
| - Basic and diluted | |
$ | 0.83 | | |
$ | 0.25 | |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding | |
| | | |
| | |
| – basic and diluted | |
| 384,512,470 | | |
| 321,875,050 | |
TMC the metals company Inc.
Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| |
|
Common Shares |
|
|
Additional
Paid in |
|
|
Accumulated
Other
Comprehensive |
|
|
|
|
|
|
|
| For the year ended December 31, 2025 |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Total |
|
| January 1, 2025 | |
| 340,708,460 | | |
$ | 477,217 | | |
$ | 138,303 | | |
$ | (1,203 | ) | |
$ | (631,435 | ) | |
$ | (17,118 | ) |
| Issuance of shares and warrants to Korea Zinc | |
| 19,623,376 | | |
| 71,686 | | |
| 13,432 | | |
| - | | |
| - | | |
| 85,118 | |
| Issuance of shares and warrants under 2025 Registered Direct Offering, net of expenses | |
| 12,333,333 | | |
| 24,149 | | |
| 12,548 | | |
| - | | |
| - | | |
| 36,697 | |
| Issuance of shares and warrants under 2024 Registered Direct Offering, net of expenses | |
| 5,000,000 | | |
| 2,237 | | |
| 2,763 | | |
| - | | |
| - | | |
| 5,000 | |
| Shares issued from At-the-Market Equity Distribution Agreement | |
| 7,542,996 | | |
| 14,784 | | |
| - | | |
| - | | |
| - | | |
| 14,784 | |
| Exercise of Class A warrants | |
| 1,913,270 | | |
| 5,539 | | |
| (1,712 | ) | |
| - | | |
| - | | |
| 3,827 | |
| Exercise of Class B warrants | |
| 8,433,096 | | |
| 17,024 | | |
| (7,224 | ) | |
| - | | |
| - | | |
| 9,800 | |
| Exercise of Class C warrants | |
| 2,330,000 | | |
| 12,838 | | |
| (2,353 | ) | |
| - | | |
| - | | |
| 10,485 | |
| Conversion of restricted share units, net of shares withheld for taxes | |
| 20,296,128 | | |
| 41,355 | | |
| (41,355 | ) | |
| - | | |
| - | | |
| - | |
| Exercise of stock options | |
| 4,746,546 | | |
| 14,423 | | |
| (11,410 | ) | |
| - | | |
| - | | |
| 3,013 | |
| Share purchase under Employee Stock Purchase Plan | |
| 39,128 | | |
| 91 | | |
| (24 | ) | |
| - | | |
| - | | |
| 67 | |
| Nauru and Tonga warrant cost | |
| - | | |
| - | | |
| 38,056 | | |
| - | | |
| - | | |
| 38,056 | |
| Share-based compensation and expenses settled with equity | |
| - | | |
| - | | |
| 96,672 | | |
| - | | |
| - | | |
| 96,672 | |
| Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (319,844 | ) | |
| (319,844 | ) |
| December 31, 2025 | |
| 422,966,333 | | |
$ | 681,343 | | |
$ | 237,696 | | |
$ | (1,203 | ) | |
$ | (951,279 | ) | |
$ | (33,443 | ) |
| |
|
Common Shares |
|
|
Additional
Paid in |
|
|
Accumulated
Other
Comprehensive |
|
|
|
|
|
|
|
| For the year ended December 31, 2024 |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Loss |
|
|
Deficit |
|
|
Total |
|
| January 1, 2024 |
|
|
306,558,710 |
|
|
$ |
438,239 |
|
|
$ |
122,797 |
|
|
$ |
(1,216 |
) |
|
$ |
(548,902 |
) |
|
$ |
10,918 |
|
| Shares and warrants issued under 2024 Registered Direct Offering, net of expenses |
|
|
19,400,000 |
|
|
|
17,190 |
|
|
|
6,023 |
|
|
|
- |
|
|
|
- |
|
|
|
23,213 |
|
| Adjustment to Class A warrant |
|
|
- |
|
|
|
- |
|
|
|
590 |
|
|
|
- |
|
|
|
(590 |
) |
|
|
- |
|
| Conversion of restricted share units, net of shares withheld for taxes |
|
|
10,734,581 |
|
|
|
14,954 |
|
|
|
(14,954 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Shares issued as per At-the-Market Equity Distribution Agreement |
|
|
3,251,588 |
|
|
|
4,866 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
4,866 |
|
| Exercise of stock options |
|
|
715,772 |
|
|
|
1,891 |
|
|
|
(1,428 |
) |
|
|
- |
|
|
|
- |
|
|
|
463 |
|
| Share purchase under Employee Stock Purchase Plan |
|
|
47,809 |
|
|
|
77 |
|
|
|
(38 |
) |
|
|
- |
|
|
|
- |
|
|
|
39 |
|
| Share-based compensation and expenses settled with equity |
|
|
- |
|
|
|
- |
|
|
|
25,313 |
|
|
|
- |
|
|
|
- |
|
|
|
25,313 |
|
| Foreign currency translation adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
13 |
|
|
|
- |
|
|
|
13 |
|
| Loss for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(81,943 |
) |
|
|
(81,943 |
) |
| December 31, 2024 |
|
|
340,708,460 |
|
|
$ |
477,217 |
|
|
$ |
138,303 |
|
|
$ |
(1,203 |
) |
|
$ |
(631,435 |
) |
|
$ |
(17,118 |
) |
TMC the metals company
Inc.
Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
| | |
For the year ended December 31, | |
| | |
2025 | | |
2024 | |
| Cash provided by (used in) | |
| | | |
| | |
| Operating activities | |
| | | |
| | |
| Loss for the year | |
$ | (319,844 | ) | |
$ | (81,943 | ) |
| Items not affecting cash: | |
| | | |
| | |
| Nauru and Tonga warrant costs | |
| 38,056 | | |
| - | |
| Amortization | |
| 252 | | |
| 362 | |
| Lease expense | |
| 1,907 | | |
| 1,907 | |
| Accrued interest on credit facilities | |
| - | | |
| 416 | |
| Share-based compensation and expenses settled with equity | |
| 96,672 | | |
| 25,313 | |
| Equity-accounted investment loss (gain) | |
| (287 | ) | |
| 226 | |
| Gain on dilution of investment | |
| (5,649 | ) | |
| - | |
| Change in fair value of royalty liability | |
| 131,000 | | |
| - | |
| Change in fair value of warrants liability | |
| 12,439 | | |
| (1,057 | ) |
| Loss on termination of contract | |
| - | | |
| 199 | |
| Unrealized foreign exchange | |
| 3,483 | | |
| (1,222 | ) |
| Interest paid on amounts drawn from credit facilities and short-term debt | |
| (823 | ) | |
| (73 | ) |
| Corporate income taxes paid during the year | |
| (93 | ) | |
| (34 | ) |
| Changes in working capital: | |
| | | |
| | |
| Receivables and prepayments | |
| (1,198 | ) | |
| 127 | |
| Accounts payable and accrued liabilities | |
| 1,234 | | |
| 12,311 | |
| Net cash used in operating activities | |
| (42,851 | ) | |
| (43,468 | ) |
| | |
| | | |
| | |
| Investing activities | |
| | | |
| | |
| Proceeds from investee distribution | |
| 692 | | |
| - | |
| Acquisition of equipment and software | |
| (245 | ) | |
| (515 | ) |
| Net cash provided by (used in) investing activities | |
| 447 | | |
| (515 | ) |
| | |
| | | |
| | |
| Financing activities | |
| | | |
| | |
| Proceeds from Korea Zinc Private Placement | |
| 85,118 | | |
| - | |
| Proceeds from Registered Direct Offerings | |
| 42,000 | | |
| 23,900 | |
| Expenses paid for Registered Direct Offerings | |
| (734 | ) | |
| (357 | ) |
| Proceeds from Shares issued from At-the-Market Equity Distribution Agreement | |
| 14,784 | | |
| 4,866 | |
| Proceeds from exercise of Class A warrants | |
| 3,827 | | |
| - | |
| Proceeds from exercise of Class B warrants | |
| 9,800 | | |
| - | |
| Proceeds from exercise of Class C warrants | |
| 10,485 | | |
| - | |
| Proceeds from drawdown of Credit Facilities | |
| - | | |
| 4,275 | |
| Repayment of drawn amount on credit facilities | |
| (4,275 | ) | |
| - | |
| Proceeds from Drawdown of Allseas Short-Term Debt | |
| - | | |
| 2,000 | |
| Repayment of Allseas Short-Term Debt | |
| - | | |
| (2,000 | ) |
| Proceeds from drawdown of Allseas Working Capital Loan Agreement | |
| - | | |
| 7,500 | |
| Repayment of Allseas Working Capital Loan | |
| (7,500 | ) | |
| - | |
| Proceeds from Employee Stock Purchase Plan | |
| 67 | | |
| 39 | |
| Proceeds from exercise of stock options | |
| 3,013 | | |
| 463 | |
| Net cash provided by financing activities | |
| 156,585 | | |
| 40,686 | |
| | |
| | | |
| | |
| Increase/(Decrease) in cash | |
$ | 114,181 | | |
$ | (3,297 | ) |
| Impact of exchange rate changes on cash | |
| (28 | ) | |
| (65 | ) |
| Cash - beginning of year | |
| 3,480 | | |
| 6,842 | |
| Cash - end of year | |
$ | 117,633 | | |
$ | 3,480 | |
