0001104659-24-089697 | 10-Q | XBRL Viewer

Investment in Low Carbon Royalties (Tables)

6 Months Ended

Jun. 30, 2024


	Investment
Fair value of NORI Royalty	$	14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year ended 2023		(571)
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the period ended June 30, 2024		(139)
Investment as at June 30, 2024	$	8,290

Schedule of low carbon royalties


	As at June 30,		As at June 30,
	2024		2023
Current Assets	$	1,410	1,045
Non-Current Assets		25,726	26,606
Current Liabilities		80	119


	Three months		Three months	Six months	Six months
	ended June 30,		ended June 30,	ended June 30,	ended June 30,
	2024		2023	2024	2023
Royalty Income	$	396	99	790	124
Total Revenue		410	113	814	179
Comprehensive Loss for the period	$	(191)	(426)	(433)	(1,078)

Recent Accounting Pronouncements Issued and Adopted	6 Months Ended
Jun. 30, 2024
Recent Accounting Pronouncements Issued and Adopted
Recent Accounting Pronouncements Issued and Adopted	5.Recent Accounting Pronouncements Issued and Adopted There were no recent accounting pronouncements issued and adopted by the Company during the period.

Recent Accounting Pronouncements Issued and Adopted

6 Months Ended

Jun. 30, 2024

Recent Accounting Pronouncements Issued and Adopted

Recent Accounting Pronouncements Issued and Adopted

5.Recent Accounting Pronouncements Issued and Adopted

There were no recent accounting pronouncements issued and adopted by the Company during the period.

Segmented Information (Details)	6 Months Ended
Segmented Information (Details)	Jun. 30, 2024 segment
Segmented Information
Number of operating segment	1

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 13, 2024
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Entity File Number	001-39281
Entity Registrant Name	TMC the metals Co Inc.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	595 Howe Street, 10th Floor
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6C 2T5
City Area Code	574
Local Phone Number	252-9333
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		323,993,016
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001798562
Amendment Flag	false
Common Shares, without par value
Document And Entity Information
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	TMC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Document And Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Trading Symbol	TMCWW
Security Exchange Name	NASDAQ

Exploration and Evaluation Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Exploration and Evaluation Expenses
Environmental Studies	$ 1,489	$ 1,909	$ 3,319	$ 4,527
Exploration Labor	2,423	1,344	4,757	2,600
Share-Based Compensation (Note 11)	3,123	1,435	4,094	2,372
Mining, Technological and Process Development	3,936	2,166	15,534	3,289
Prefeasibility Studies	295	421	585	805
Sponsorship, Training and Stakeholder Engagement	740	756	1,613	1,483
Permit Application Activities	203		203
Other	194	67	421	191
Exploration and evaluation expenses	12,403	8,098	30,526	15,267
NORI Exploration Contract
Exploration and Evaluation Expenses
Environmental Studies	1,489	1,909	3,319	4,527
Exploration Labor	2,248	1,167	4,407	2,245
Share-Based Compensation (Note 11)	3,002	1,260	3,919	2,088
Mining, Technological and Process Development	3,618	1,969	14,878	2,987
Prefeasibility Studies	295	421	585	805
Sponsorship, Training and Stakeholder Engagement	557	489	1,244	903
Permit Application Activities	203		203
Other	158	67	360	191
Exploration and evaluation expenses	11,570	7,282	28,915	13,746
Marawa Option Agreement
Exploration and Evaluation Expenses
Exploration Labor	21	41	40	86
Share-Based Compensation (Note 11)	8	43	(1)	69
Sponsorship, Training and Stakeholder Engagement	26	45	61	121
Exploration and evaluation expenses	55	129	100	276
TOML Exploration Contract
Exploration and Evaluation Expenses
Exploration Labor	154	136	310	269
Share-Based Compensation (Note 11)	113	132	176	215
Mining, Technological and Process Development	318	197	656	302
Sponsorship, Training and Stakeholder Engagement	157	222	308	459
Other	36		61
Exploration and evaluation expenses	$ 778	$ 687	$ 1,511	$ 1,245

Commitments and Contingent Liabilities (Details) $ in Millions	Jun. 15, 2024 USD ($)
Commitments and Contingent Liabilities
Non-refundable retainer Fee	$ 0.4

Investment in Low Carbon Royalties - Financial Results Of Low Carbon Royalties (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Current Assets	$ 1,711		$ 1,711		$ 8,820
Non-Current Assets	58,936		58,936		60,076
Current Liabilities	43,659		43,659		$ 31,334
Royalty Income	396	$ 99	790	$ 124
Total Revenue	410	113	814	179
Comprehensive Loss for the period	(191)	(426)	(433)	(1,078)
Low carbon royalties
Schedule of Equity Method Investments [Line Items]
Current Assets	1,410	1,045	1,410	1,045
Non-Current Assets	25,726	26,606	25,726	26,606
Current Liabilities	$ 80	$ 119	$ 80	$ 119

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.21)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Investment in Low Carbon Royalties

6 Months Ended

Jun. 30, 2024

Investment in Low Carbon Royalties

Investment in Low Carbon Royalties

7.Investment in Low Carbon Royalties

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties. In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ to Low Carbon Royalties. In consideration of the NORI Royalty, TMC received 35.0% of the common shares issued by Low Carbon Royalties and $5 million in cash, as of the Closing Date. On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America. The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32% from 35%.

Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $9 million as investment in Low Carbon Royalties on the Closing Date. For the three and six months ended June 30, 2024, the Company’s share of the net loss generated by the Low Carbon Royalties was $62 thousand and $139 thousand, respectively (share of net loss for three months and six months ended June 30, 2023: $0.1 million and $0.4 million respectively).


	Investment
Fair value of NORI Royalty	$	14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year ended 2023		(571)
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the period ended June 30, 2024		(139)
Investment as at June 30, 2024	$	8,290

The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”). The Company elected to account for the royalty liability at fair value through profit and loss. The fair value was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compares the specific characteristics of these transactions to estimate the fair value. The fair value of the royalty liability as at June 30, 2024, remained unchanged at $14 million.

Financial results of Low Carbon Royalties as at and for the three and six months ended June 30, 2024 and 2023 are summarized below:


	As at June 30,		As at June 30,
	2024		2023
Current Assets	$	1,410	1,045
Non-Current Assets		25,726	26,606
Current Liabilities		80	119


	Three months		Three months	Six months	Six months
	ended June 30,		ended June 30,	ended June 30,	ended June 30,
	2024		2023	2024	2023
Royalty Income	$	396	99	790	124
Total Revenue		410	113	814	179
Comprehensive Loss for the period	$	(191)	(426)	(433)	(1,078)

Warrants

6 Months Ended

Jun. 30, 2024

Warrants

Warrants

10.Warrants

The Company issued 15,000,000 common share warrants as part of its predecessor’s initial public offering in May 2020 (“Public Warrants”) and 9,500,000 private placement common share warrants in a private placement simultaneously with the closing of its predecessor’s initial public offering (“Private Warrants”).

Public Warrants

As at June 30, 2024, 15,000,000 (June 30, 2023 - 15,000,000) Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares.

As at June 30, 2024, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at June 30, 2024, 9,500,000 (June 30, 2023 - 9,500,000) Private Warrants were outstanding.

The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $18.00 during 20 trading days within any 30-day trading period and historical volatility of the share price of the common shares.

As at June 30, 2024, the fair value of outstanding Private Warrants of $1.9 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:


	Private
	Warrants
Warrants liability as at December 31, 2023	$	1,969
Increase in fair value of warrants liability		(49)
Warrants liability as at June 30, 2024	$	1,920

The fair value of the Private Warrants was estimated using the following assumptions:


	June 30,		December 31,
	2024		2023
Exercise price	$	11.50	$	11.50
Share price	$	1.35	$	1.10
Volatility		103.97%		105.34%
Term		2.19 years		2.69 years
Risk-free rate		4.56%		3.98%
Dividend yield		0.0%		0.0%

Class A Warrants

As at June 30, 2024, 6,230,770 (June 30, 2023 – nil) Class A warrants were outstanding, and the total fair value of the outstanding Class Warrants recorded in additional paid in capital was $4.7 million (December 31, 2023 - $3.2 million).

There were no exercises or redemptions of the Public Warrants, Private Warrants and Class A warrants during the three-month and six-month period ended June 30, 2024.

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2024

Fair Value of Financial Instruments

Fair Value of Financial Instruments

4.Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2024, and 2023.

As at June 30, 2024, and December 31, 2023, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability, and warrants issued by the Company. These warrants and royalty liability are valued at fair value, which is disclosed in Note 10.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Event

6 Months Ended

Jun. 30, 2024

Subsequent Event

Subsequent Event

17.Subsequent Event

On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, Gerard Barron and ERAS Capital LLC, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). Under the terms of the First Amendment, the borrowing limit will return to $20 million in the aggregate ($10 million from each of the 2024 Lenders) upon certain financing events.

Share-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	May 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation
Comprehensive loss		$ (191)	$ (426)	$ (433)	$ (1,078)
Employee Share Purchase Plan
Share-Based Compensation
Percentage of common stock shares outstanding		1.00%		1.00%
Number of share purchase under Employee Stock Purchase Plan (in shares)	27,394
Share based compensation expense		$ 13	28		47
Employee Share Purchase Plan \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense		6	19	$ 15	26
Employee Share Purchase Plan \| General and administration expenses
Share-Based Compensation
Share based compensation expense		$ 7	$ 9	$ 16	$ 21
Common Stock \| Employee Share Purchase Plan
Share-Based Compensation
Aggregate of common shares to the investors				10,998,032
Issuance of common shares added to ESPP				3,065,587
Employee Share Purchase Plan
Share-Based Compensation
Number of share purchase under Employee Stock Purchase Plan (in shares)			83,572		83,572
Share based compensation expense				$ 31

Investment in Low Carbon Royalties (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 21, 2023	Feb. 21, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Strategic Partnerships
Percentage of contribution to gross royalty		2.00%
Percentage of common stock shares received		35.00%
Royalty expense		$ 5,000
Investment			$ 8,290		$ 8,290		$ 8,429
Equity-accounted investment loss for the year					(139)		(571)
Royalty liability			14,000		14,000		$ 14,000
Minimum
Strategic Partnerships
Decrease in percentage of gross royalty	32.00%
Maximum
Strategic Partnerships
Decrease in percentage of gross royalty	35.00%
TOML Acquisition.
Strategic Partnerships
Royalty liability			14,000		14,000
Low carbon royalties
Strategic Partnerships
Investment			9,000		9,000
Equity-accounted investment loss for the year			$ (62)	$ (100)	$ (139)	$ (400)

Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Common Shares Related party	Common Shares	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Deficit	At-the -Market Equity Offering	Related party	Total
Balance at Dec. 31, 2022		$ 332,882	$ 184,960	$ (1,216)	$ (475,121)			$ 41,505
Balance (in shares) at Dec. 31, 2022		266,812,131
Conversion of restricted share units, net of shares withheld for taxes		$ 3,405	(3,375)					30
Conversion of restricted share units, net of shares withheld for taxes (in shares)		3,390,712
Shares issued	$ 9,394						$ 9,394
Shares issued (in shares)	10,850,000
Share purchase under Employee Share Purchase Plan		$ 94	(45)					49
Share purchase under Employee Share Purchase Plan (in shares)		83,572
Share-based compensation and expenses settled with equity			7,182					7,182
Net Income (Loss)					(27,855)			(27,855)
Balance at Jun. 30, 2023		$ 345,775	188,722	(1,216)	(502,976)			30,305
Balance (in Shares) at Jun. 30, 2023		281,136,415
Balance at Dec. 31, 2022		$ 332,882	184,960	(1,216)	(475,121)			41,505
Balance (in shares) at Dec. 31, 2022		266,812,131
Balance at Dec. 31, 2023		$ 438,239	122,797	(1,216)	(548,902)			10,918
Balance (in Shares) at Dec. 31, 2023		306,558,710
Balance at Mar. 31, 2023		$ 345,090	186,796	(1,216)	(488,869)			41,801
Balance (in shares) at Mar. 31, 2023		280,618,285
Conversion of restricted share units, net of shares withheld for taxes		$ 591	(561)					30
Conversion of restricted share units, net of shares withheld for taxes (in shares)		434,558
Share purchase under Employee Share Purchase Plan		$ 94	(45)					49
Share purchase under Employee Share Purchase Plan (in shares)		83,572
Share-based compensation and expenses settled with equity			2,532					2,532
Net Income (Loss)					(14,107)			(14,107)
Balance at Jun. 30, 2023		$ 345,775	188,722	(1,216)	(502,976)			30,305
Balance (in Shares) at Jun. 30, 2023		281,136,415
Balance at Dec. 31, 2023		$ 438,239	122,797	(1,216)	(548,902)			10,918
Balance (in shares) at Dec. 31, 2023		306,558,710
Issuance of shares and warrants under Registered Direct Offering, net of expenses		$ 7,447	1,553					9,000
Issuance of shares and warrants under Registered Direct Offering, net of expenses (in shares)		4,500,000
Conversion of restricted share units, net of shares withheld for taxes		$ 10,485	(10,485)
Conversion of restricted share units, net of shares withheld for taxes (in shares)		8,890,139
Shares issued		$ 2,587						2,587
Shares issued (in shares)		1,634,588				1,634,588
Exercise of stock options		$ 1,761	(1,352)					409
Exercise of stock options (in shares)		631,052
Share purchase under Employee Share Purchase Plan		$ 54	(30)					24
Share purchase under Employee Share Purchase Plan (in shares)		27,394
Share-based compensation and expenses settled with equity			12,817					12,817
Net Income (Loss)					(45,362)			(45,362)
Balance at Jun. 30, 2024		$ 460,573	125,300	(1,216)	(594,264)			(9,607)
Balance (in Shares) at Jun. 30, 2024		322,241,883
Balance at Mar. 31, 2024		$ 454,431	122,691	(1,216)	(574,096)			1,810
Balance (in shares) at Mar. 31, 2024		318,291,383
Conversion of restricted share units, net of shares withheld for taxes		$ 1,884	(1,884)
Conversion of restricted share units, net of shares withheld for taxes (in shares)		1,777,466
Shares issued		$ 2,587						2,587
Shares issued (in shares)		1,634,588				1,634,588
Exercise of stock options		$ 1,617	(1,398)					219
Exercise of stock options (in shares)		511,052
Share purchase under Employee Share Purchase Plan		$ 54	(30)					24
Share purchase under Employee Share Purchase Plan (in shares)		27,394
Share-based compensation and expenses settled with equity			5,921					5,921
Net Income (Loss)					(20,168)			(20,168)
Balance at Jun. 30, 2024		$ 460,573	$ 125,300	$ (1,216)	$ (594,264)			$ (9,607)
Balance (in Shares) at Jun. 30, 2024		322,241,883

Loss per Share (Tables)

6 Months Ended

Jun. 30, 2024

Loss per Share

Schedule of anti-dilutive common equivalent shares


	Six months ended	Six months ended
	June 30,	June 30,
	2024	2023
Outstanding options to purchase common shares	28,028,062	25,140,262
Outstanding RSUs	35,761,561	13,661,066
Outstanding shares under ESPP	2,767	46,011
Outstanding warrants	30,730,770	36,078,620
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	230,763,124	211,165,923

Investment in Low Carbon Royalties - Company's share of the net loss generated by the Low Carbon Royalties (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Investment in Low Carbon Royalties
Fair value of NORI Royalty		$ 14,000
Cash received		(5,000)
Cost of Investment on Closing Date		9,000
Equity-accounted investment loss for the year	$ (139)	(571)
Investment as at December 31, 2023	$ 8,290	$ 8,429

Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Apr. 09, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Employee stock option
Share-Based Compensation
Share based compensation expense		$ 0.4		$ 0.4
Restricted stock units
Share-Based Compensation
Share based compensation expense		5.3	$ 2.4	8.5	$ 4.0
Total unrecognized share-based compensation expense		31.7		31.7		$ 6.9
Restricted stock units \| General and administration expenses
Share-Based Compensation
Share based compensation expense		2.2	1.0	4.1	1.7
Restricted stock units \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense		3.1	$ 1.4	4.4	2.3
Total unrecognized share-based compensation expense		$ 2.3		$ 2.3
Director \| Employee stock option
Share-Based Compensation
Share based compensation expiration period	5 years
Short-Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)		14,443,188		14,443,188		15,074,240	15,356,340
Long-term Incentive Plan
Share-Based Compensation
Reversed expense				$ 0.6	$ 0.0
Number of stock options outstanding (in shares)		9,644,874		9,644,874		9,783,922	9,783,922
Stock options forfeited				139,048
2021 Incentive Equity Plan
Share-Based Compensation
Aggregate number of common shares reserved for issuance under the plan		56,634,518		56,634,518
Additional shares including to the plan 2022		12,262,348		12,262,348
Common Shares issued and outstanding percentage				4.00%
2021 Incentive Equity Plan \| Non-employee directors
Share-Based Compensation
Stock option number of shares outstanding (in shares)		2,243,853		2,243,853
2021 incentive plan
Share-Based Compensation
Number of stock options granted (in Shares)				3,940,000
Number of stock options outstanding (in shares)		3,940,000		3,940,000
2021 incentive plan \| Director \| Employee stock option
Share-Based Compensation
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 1.36
Number of stock options exercise price (in Dollars per share)	$ 1.71
2021 incentive plan \| Director \| Employee stock option \| Share-Based Payment Arrangement, Employee
Share-Based Compensation
Number of stock options granted (in Shares)	3,440,000
2021 incentive plan \| Consultant
Share-Based Compensation
Number of stock options granted (in Shares)	500,000
Advisory service period	5 years

Basis of Presentation

6 Months Ended

Jun. 30, 2024

Basis of Presentation

Basis of Presentation

2.Basis of Presentation

These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2024 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2023. The Company has applied the same accounting policies as in the prior year, except as disclosed below.

Comparative figures reported in the Condensed Consolidated Balance Sheet, for software development costs and equipment, and figures reported in the Condensed Consolidated Statements of Cash Flows, for expenses settled with equity and changes in working capital have been reclassified to conform to the current period’s presentation.

Share-Based Compensation - Fair value of the Signing RSUs (Details) - Signing RSU's	Apr. 16, 2024 $ / shares
Share-Based Compensation
Common shares issued price	$ 1.72
Volatility	113.83%
Risk-free rate	4.57%
Cost of Equity	19.56%
Dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(2)(iii)(02)
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 718
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Subparagraph (d)(2)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)(2)(ii)
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Shares issued as per At-the-Market Equity Distribution Agreement ("ATM")

6 Months Ended

Jun. 30, 2024

Shares issued as per At-the-Market Equity Distribution Agreement ("ATM")

Shares issued as per At-the-Market Equity Distribution Agreement ("ATM")

12.Shares issued as per At-the-Market Equity Distribution Agreement (“ATM”)

In December 2022, the Company filed a prospectus supplement with the Securities and Exchange Commission to sell up to $30 million of the Company’s common shares from time to time through an ATM. During the three months and six months ended, the Company issued 1,634,588 common shares at an average share price of $1.61 resulting in net proceeds amounting to $2.6 million after incurring $42 thousand as commission and fees.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Exploration and evaluation expenses	$ 12,403	$ 8,098	$ 30,526	$ 15,267
General and administrative expenses	7,892	5,131	14,451	11,345
Operating loss	20,295	13,229	44,977	26,612
Other items
Equity-accounted investment loss			139
Change in fair value of warrant liability	(580)	787	(49)	1,331
Foreign exchange loss (gain)	(84)	23	(350)	52
Interest income	(16)	(319)	(118)	(773)
Fees and interest on borrowings and credit facilities	492	250	763	277
Net Loss and comprehensive loss for the period	$ 20,168	$ 14,107	$ 45,362	$ 27,855
Net Loss per share - Basic (in dollars per share)	$ 0.06	$ 0.05	$ 0.14	$ 0.10
Net Loss per share - Diluted (in dollars per share)	$ 0.06	$ 0.05	$ 0.14	$ 0.10
Weighted average number of common shares outstanding - basic	320,891,977	281,323,151	316,206,916	276,702,050
Weighted average number of common shares outstanding - diluted	320,891,977	281,323,151	316,206,916	276,702,050

Strategic Alliance with Allseas and Affiliates - Development of Project Zero Offshore Nodule Collection System (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Exploration and evaluation expenses	$ 12,403	$ 8,098	$ 30,526	$ 15,267
Project Management Technology Services
Finite-Lived Intangible Assets [Line Items]
Exploration and evaluation expenses	$ 3,200	$ 1,900	$ 6,900	$ 2,900

Exploration and Evaluation Expenses

6 Months Ended

Jun. 30, 2024

Exploration and Evaluation Expenses

Exploration and Evaluation Expenses

8.Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:

NORI

Marawa

TOML

Exploration

Option

Exploration

Three months endedJune 30, 2024

Contract

Agreement

Contract

Total

Environmental Studies

1,489

—

1,489

Exploration Labor

2,248

154

2,423

Share-Based Compensation (Note 11)

3,002

113

3,123

Mining, Technological and Process Development

3,618

—

318

3,936

Prefeasibility Studies

295

—

295

Sponsorship, Training and Stakeholder Engagement

557

157

740

Permit Application Activities

203

—

203

Other

158

—

194

11,570

778

12,403


	NORI		Marawa		TOML
	Exploration		Option		Exploration
Three months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	1,909	$	—	$	—	$	1,909
Exploration Labor		1,167		41		136		1,344
Share-Based Compensation		1,260		43		132		1,435
Mining, Technological and Process Development		1,969		—		197		2,166
Prefeasibility Studies		421		—		—		421
Sponsorship, Training and Stakeholder Engagement		489		45		222		756
Other		67		—		—		67
	$	7,282	$	129	$	687	$	8,098

NORI

Marawa

TOML

Exploration

Option

Exploration

Six months ended June 30, 2024

Contract

Agreement

Contract

Total

Environmental Studies

3,319

—

3,319

Exploration Labor

4,407

310

4,757

Share-Based Compensation (Note 11)

3,919

(1)

176

4,094

Mining, Technological and Process Development

14,878

—

656

15,534

Prefeasibility Studies

585

—

585

Sponsorship, Training and Stakeholder Engagement

1,244

308

1,613

Permit Application Activities

203

—

203

Other

360

—

421

28,915

100

1,511

30,526


	NORI		Marawa		TOML
	Exploration		Option		Exploration
Six months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	4,527	$	—	$	—	$	4,527
Exploration Labor		2,245		86		269		2,600
Share-Based Compensation		2,088		69		215		2,372
Mining, Technological and Process Development		2,987		—		302		3,289
Prefeasibility Studies		805		—		—		805
Sponsorship, Training and Stakeholder Engagement		903		121		459		1,483
Other		191		—		—		191
	$	13,746	$	276	$	1,245	$	15,267

Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Compensation

Share-Based Compensation

11.Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of June 30, 2024, is 56,634,518 common shares, including 12,262,348 shares added to the Plan in January 2024 pursuant to the Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Plan is automatically increased by an amount equal to the lesser of 4% of the number of outstanding common shares or an amount determined by the board of directors.

Share-based awards consisting of Restricted Share Units (STIP and LTIP) and options granted by TMC have been issued under the 2021 Incentive Equity Plan.

Stock options

On April 9, 2024, the Company entered into a consulting agreement with Mr. Jurvetson, a director of the Company (the “Agreement”). The Agreement provides, among other things, that Mr. Jurvetson would serve as a special advisor to the Company’s Chief Executive Officer for a term of five years. As the sole compensation for his advisory services, Mr. Jurvetson was granted stock options to purchase 3,440,000 of the Company’s common shares, with an exercise price equal to $1.71, under the Company’s 2021 Incentive Plan (“Incentive Plan”). The options vest in thirds on each anniversary of the grant date of the options provided that Mr. Jurvetson is still providing services to the Company at such time and expire on April 9, 2031.

On April 9, 2024, the Company also granted stock options to purchase 500,000 shares to a consultant in exchange for advisory services over a 5-year period ending April 9, 2029.

The Company determined the fair value of the options to be $1.36 per unit using the Black-Scholes valuation method. The fair value was estimated using the following assumptions:


	April 9,
	2024
Exercise price	$	1.71
Share price	$	1.71
Volatility		114.32%
Term⁽¹⁾		4.5 years
Risk-free rate		4.29%
Dividend yield		0.0%

⁽¹⁾

The expected term is estimated using the simplified method which is calculated as the average of the time to vest for each tranche from the grant date and the 7-year contractual term.

During the three and six months ended June 30, 2024, the Company recognized $0.4 million of share-based compensation expense reported as general and administrative expenses in the statement of loss and comprehensive loss.

As at June 30, 2024, there were 14,443,188 stock options outstanding under the Company’s Short-Term Incentive Plan (“STIP”) and 9,644,874 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). The Company has not granted any options under the STIP and LTIP since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued in prior periods under the STIP and LTIP. During the six months ended June 30, 2024, the Company recorded the forfeiture of unvested stock options (issued under LTIP plans) thereby reversing $0.6 million previously recorded as share-based compensation expense in the statement of loss and comprehensive loss (six months ended June 30, 2023: $nil), evenly apportioned between exploration and evaluation expenses (Note 8) and general and administration expenses.

A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows:


			Number of
	Number of	Number of	Options
	Options	Options	Outstanding
	Outstanding	Outstanding	under
	under STIP	under LTIP	Incentive Plan
Outstanding – December 31, 2022	15,356,340	9,783,922	—
Expired	(162,100)	—	—
Exercised	(120,000)	—	—
Outstanding – December 31, 2023	15,074,240	9,783,922	—
Granted	—	—	3,940,000
Forfeited	—	(139,048)	—
Exercised	(631,052)	—	—
Outstanding – June 30, 2024	14,443,188	9,644,874	3,940,000

Restricted Share Units (“RSU”)

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date.

A summary of the RSU activity during the six-month period ended June 30, 2024 is presented in the table below:


		Number of RSUs
		Outstanding
Outstanding – December 31, 2023		12,484,880
Granted		32,414,380
Forfeited		(247,560)
Exercised		(8,890,139)
Outstanding – June 30, 2024		35,761,561

The details of RSUs granted by the Company during the three months and six months ended June 30, 2024 are as follows:


	Three months	Three months	Six months	Six months
	ended June 30,	ended June 30,	ended June 30,	ended June 30,
Vesting Period	2024	2023	2024	2023
Vesting Immediately⁽¹⁾⁽²⁾	206,260	—	4,006,695	3,237,710
Vesting fully on the first anniversary of the grant date ⁽³⁾	476,189	1,014,349	493,430	1,014,349
Vesting in thirds on each anniversary of the grant date⁽⁴⁾	68,027	—	7,212,375	8,683,486
Vesting in fourths on each anniversary of the grant date	701,880	—	701,880	343,750
Vesting based on market conditions ⁽⁵⁾	20,000,000	—	20,000,000	—
Total Units Granted	21,452,356	1,014,349	32,414,380	13,279,295

Of the 4,006,695 RSUs vesting immediately on grant date, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $4.1 million, at a weighted average grant date fair value of $1.44 per RSU.

Of the 206,260 RSUs vesting immediately on the grant date issued during the three months ended June 30, 2024, the Company granted 140,260 RSUs, to consultants (three months ended June 30, 2023: nil) resulting in $0.2 million, charged as general and administrative expenses for the three months ended June 30, 2024 (three ended June 30, 2023: nil). Of the 4,006,695 RSUs vesting immediately on the grant date issued during the six months ended June 30, 2024, the Company granted 186,593 RSUs, to consultants (six months ended June 30, 2023: 23,438 RSUs) resulting in $0.3 million, charged as general and administrative expenses for the six months ended June 30, 2024 (six months ended June 30, 2023: $23 thousand charged as general and administrative expenses). During the three and six months ended June 30, 2024, the Company also granted 39,174 RSUs and 66,497 RSUs, respectively, to consultants as a prepayment for their services (three and six months ended June 30, 2023: nil).

During the three and six months ended June 30, 2024, an aggregate of 476,189 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2025 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $700,000.

During the six months ended June 30, 2024, the Company granted 7,144,348 RSUs, as payment for the 2023 LTIP awards (six months ended June 30, 2023: 8,645,465 RSUs were issued as payment for the 2022 LTIP awards).

On April 16, 2024, the Company entered into a new employment agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman (the “Employment Agreement”) that replaced and superseded Mr. Barron’s existing employment agreement. Under the Employment Agreement, the Company granted Mr. Barron a one-time signing bonus award of market-based restricted stock units (the “Signing RSUs”) amounting to 20,000,000 of the Company’s common shares. The Signing RSUs will vest upon the common shares achieving the following closing prices per common share, based on the trailing 30-day average price (the “Closing Price”), on or prior to April 16, 2029 (maturity date), subject to Mr. Barron’s continued service with the Company on the applicable vesting date: one-third of the Signing RSUs vest on achievement of a Closing Price of $7.50; one-third of the Signing RSUs vest on achievement of a Closing Price of $10.00; and one-third of the Signing RSUs vest on achievement of a Closing Price of $12.50 (each subject to equitable adjustment for any stock splits, combinations, reclassifications, stock dividends and the like). Pursuant to the Employment Agreement, Mr. Barron has agreed not to sell any of the common shares issuable upon vesting of the Signing RSUs until after the fifth anniversary of entering into the Employment Agreement.

The Company determined the fair value of the options using the Monte-Carlo valuation method. The fair value of each tranche and the derived service period are as follows:


Tranche	Fair Value per RSU		Derived Service Period
Achievement of a Closing Price of $7.50	$	1.07	1.58 years from the grant date
Achievement of a Closing Price of $10	$	1.04	1.87 years from the grant date
Achievement of a Closing Price of $12.50	$	1.00	2.10 years from the grant date

The fair value of the Signing RSUs was estimated using the following assumptions:


	April 16, 2024
Share price	$	1.72
Performance period		April 16, 2024 – April 16, 2029
Volatility		113.83%
Risk-free rate		4.57%
Cost of Equity		19.56%
Dividend yield		0.0%

The grant date fair value of all RSUs, apart from the Signing RSUs, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three and six months ended June 30, 2024, a total of $5.3 million and $8.5 million, respectively, was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2023: $2.4 million and $4 million, respectively). For the three and six months ended June 30, 2024, a total of $3.1 million and $4.4 million, respectively, was recognized as share-based compensation expense and related to exploration and evaluation activities (three and six months ended June 30, 2023 - $1.4 million and $2.3 million, respectively). The amount of share-based compensation expense related to general and administration matters for three and six months ended June 30, 2024 was $2.2 million and $4.1 million, respectively (three and six months ended June 30, 2023 - $1 million and $1.7 million, respectively). As at June 30, 2024, total unrecognized share-based compensation expense for RSUs was $31.7 million (December 31, 2023 - $6.9 million).

As at June 30, 2024, an aggregate of 72,318 vested RSUs were being processed and due to be converted into common shares.

Employee Stock Purchase Plan

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As of June 30, 2024, there were 10,998,032 common shares reserved for issuance under the ESPP. This included 3,065,587 shares added to the ESPP in January 2024 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1% percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

During the three and six months ended June 30, 2024, a total of $13 thousand and $31 thousand, respectively, was charged to the condensed consolidated statement of loss and comprehensive loss (for three and six months ended June 30, 2023: $28 thousand and $47 thousand, respectively) as share-based compensation expense for ESPP issuances. For the three and six months ended June 30, 2024, a total of $6 thousand and $15 thousand, respectively, of this recognized share-based compensation expense was related to exploration and evaluation activities (three and six months ended June 30, 2023 - $19 thousand and $26 thousand, respectively). The amount of this share-based compensation expense related to general and administration matters for three and six months ended June 30, 2024 was $7 thousand and $16 thousand, respectively (three and six months ended June 30, 2023 - $9 thousand and $21 thousand, respectively). On May 31, 2024, the Company issued 27,394 common shares to its employees, thereby converting employee payroll contributions over the previous six months into shares, as prescribed in its ESPP program (in the three and six months ended June 30, 2023, 83,572 common shares were issued).

Warrants (Tables)

6 Months Ended

Jun. 30, 2024

Class of Warrant or Right

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrants liability as at December 31, 2023	$	1,969
Increase in fair value of warrants liability		(49)
Warrants liability as at June 30, 2024	$	1,920

Private Warrants

Class of Warrant or Right

Schedule of fair value measurement input


	June 30,		December 31,
	2024		2023
Exercise price	$	11.50	$	11.50
Share price	$	1.35	$	1.10
Volatility		103.97%		105.34%
Term		2.19 years		2.69 years
Risk-free rate		4.56%		3.98%
Dividend yield		0.0%		0.0%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Share-Based Compensation - Restricted Stock Units (Details)		3 Months Ended		6 Months Ended
	Apr. 16, 2024 D $ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares
Vesting Period
Aggregate vested units outstanding				72,318
Restricted stock units
Vesting Period
Granted		21,452,356	1,014,349	32,414,380	13,279,295
Shares issued		2,812,802		2,812,802
Amount to settle liabilities \| $		$ 4,100,000		$ 4,100,000
Weighted average grant date fair value \| $ / shares				$ 1.44
Share based compensation expense \| $		5,300,000	$ 2,400,000	$ 8,500,000	$ 4,000,000
Total unrecognized share-based compensation expense \| $		$ 31,700,000		$ 31,700,000		$ 6,900,000
Aggregate vested units outstanding		35,761,561		35,761,561		12,484,880
Restricted stock units \| As prepayment for the services
Vesting Period
Granted		39,174	0	66,497	0
Restricted stock units \| As payment for the 2023 LTIP awards
Vesting Period
Granted				7,144,348
Restricted stock units \| As payment for the 2022 LTIP awards
Vesting Period
Granted					8,645,465
Restricted stock units \| General and administration expenses
Vesting Period
Share based compensation expense \| $		$ 2,200,000	$ 1,000,000	$ 4,100,000	$ 1,700,000
Restricted stock units \| Exploration and evaluation activities
Vesting Period
Share based compensation expense \| $		3,100,000	$ 1,400,000	4,400,000	$ 2,300,000
Total unrecognized share-based compensation expense \| $		$ 2,300,000		$ 2,300,000
Restricted stock units \| Consultant
Vesting Period
Granted		140,260	0	186,593	23,438
Restricted stock units \| Consultant \| General and administration expenses
Vesting Period
Granted				300,000	23,000
Professional and consulting fees \| $		$ 200,000	$ 0
Restricted stock units \| Director \| Non-employee directors
Vesting Period
Granted		476,189		476,189
Fair value of shares vested \| $				$ 700,000
Signing RSU's
Vesting Period
Common shares issued price \| $ / shares	$ 1.72
Signing RSU's \| Mr.Barron
Vesting Period
Granted	20,000,000
Share based compensation arrangement number of days average price \| D	30
Vesting Immediately \| Restricted stock units
Vesting Period
Granted		206,260		4,006,695	3,237,710
Vesting Immediately \| Signing RSU's \| Mr.Barron
Vesting Period
Share based arrangement award vesting rights percentage	33.33%
Common shares issued price \| $ / shares	$ 12.50
Vesting fully on the anniversary of the grant date \| Restricted stock units
Vesting Period
Granted		476,189	1,014,349	493,430	1,014,349
Vesting in thirds on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted		68,027		7,212,375	8,683,486
Vesting in thirds on each anniversary of the grant date \| Signing RSU's \| Mr.Barron
Vesting Period
Share based arrangement award vesting rights percentage	33.33%
Common shares issued price \| $ / shares	$ 7.50
Vesting in fourths on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted		701,880		701,880	343,750
Vesting in fourths on each anniversary of the grant date \| Signing RSU's \| Mr.Barron
Vesting Period
Share based arrangement award vesting rights percentage	33.33%
Common shares issued price \| $ / shares	$ 10.00
Vesting based on market conditions \| Restricted stock units
Vesting Period
Granted		20,000,000		20,000,000

Registered Direct Offering - Registered direct offering (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jan. 30, 2024	Aug. 14, 2023
Financing Activity
Proceeds from registered direct offering	$ 9,000
Expenses paid for Registered Direct Offering	142
Direct offering
Financing Activity
Remaining committed fund	23,600	$ 9,000
Proceeds from registered direct offering	24,900
Expenses paid for Registered Direct Offering	1,300
Net proceeds from Registered Direct Offering	23,600
Direct offering \| Class A Warrant
Financing Activity
Share price			$ 2.00
Exercise price of warrants			$ 3.00
Remaining committed fund	4,700
Direct offering \| Common Shares
Financing Activity
Number of shares agreed to sell and issue			12,461,540
Remaining committed fund	$ 18,900
Direct offering \| Common Shares \| Class A Warrant
Financing Activity
Number of shares agreed to sell and issue			6,230,770

Strategic Alliance with Allseas and Affiliates - Net Amount Of The Right-Of-Use Asset (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Right-of-use Asset
Balance as at December 31, 2023		$ 5,721
Lease expense during the period	$ (500)	(954)
Balance as at June 30, 2024	$ 4,767	$ 4,767

Share-Based Compensation - Summary of the RSU activity (Details) - Restricted stock units - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Number of RSUs Outstanding
Outstanding - December 31, 2023			12,484,880
Granted	21,452,356	1,014,349	32,414,380	13,279,295
Forfeited			(247,560)
Exercised			(8,890,139)
Outstanding - June 30, 2024	35,761,561		35,761,561

Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2024

Basis of Presentation

Basis of Presentation

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 11), valuation of Class A warrants (Note 10) as well as the valuation of private warrants (Note 10), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6). Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2024, and 2023.

Recent Accounting Pronouncements Issued and Adopted

There were no recent accounting pronouncements issued and adopted by the Company during the period.

Share-Based Compensation - Valuation assumptions (Details) - Employee Stock Option - 2021 incentive plan	Apr. 09, 2024 $ / shares
Share-Based Compensation
Exercise price	$ 1.71
Common shares issued price	$ 1.71
Volatility	114.32%
Term (years)	4 years 6 months
Risk-free rate	4.29%
Dividend yield	0.00%
Contractual term	7 years

Exploration and Evaluation Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Exploration and Evaluation Expenses

Schedule of exploration and evaluation expenses

NORI

Marawa

TOML

Exploration

Option

Exploration

Three months endedJune 30, 2024

Contract

Agreement

Contract

Total

Environmental Studies

1,489

—

1,489

Exploration Labor

2,248

154

2,423

Share-Based Compensation (Note 11)

3,002

113

3,123

Mining, Technological and Process Development

3,618

—

318

3,936

Prefeasibility Studies

295

—

295

Sponsorship, Training and Stakeholder Engagement

557

157

740

Permit Application Activities

203

—

203

Other

158

—

194

11,570

778

12,403


	NORI		Marawa		TOML
	Exploration		Option		Exploration
Three months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	1,909	$	—	$	—	$	1,909
Exploration Labor		1,167		41		136		1,344
Share-Based Compensation		1,260		43		132		1,435
Mining, Technological and Process Development		1,969		—		197		2,166
Prefeasibility Studies		421		—		—		421
Sponsorship, Training and Stakeholder Engagement		489		45		222		756
Other		67		—		—		67
	$	7,282	$	129	$	687	$	8,098

NORI

Marawa

TOML

Exploration

Option

Exploration

Six months ended June 30, 2024

Contract

Agreement

Contract

Total

Environmental Studies

3,319

—

3,319

Exploration Labor

4,407

310

4,757

Share-Based Compensation (Note 11)

3,919

(1)

176

4,094

Mining, Technological and Process Development

14,878

—

656

15,534

Prefeasibility Studies

585

—

585

Sponsorship, Training and Stakeholder Engagement

1,244

308

1,613

Permit Application Activities

203

—

203

Other

360

—

421

28,915

100

1,511

30,526


	NORI		Marawa		TOML
	Exploration		Option		Exploration
Six months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	4,527	$	—	$	—	$	4,527
Exploration Labor		2,245		86		269		2,600
Share-Based Compensation		2,088		69		215		2,372
Mining, Technological and Process Development		2,987		—		302		3,289
Prefeasibility Studies		805		—		—		805
Sponsorship, Training and Stakeholder Engagement		903		121		459		1,483
Other		191		—		—		191
	$	13,746	$	276	$	1,245	$	15,267

Nature of Operations (Details) - km²	Jun. 30, 2024	Mar. 31, 2020
NORI
Nature of Operations
Area of exploration granted (in square km)	74,830
TOML
Nature of Operations
Area of exploration granted (in square km)		74,713
Marawa
Nature of Operations
Area of exploration granted (in square km)		74,990

Strategic Alliance with Allseas and Affiliates (Tables)

6 Months Ended

Jun. 30, 2024

Strategic Alliance with Allseas and Affiliates

Net amount of right-of-use asset


	Right-of-use Asset
Balance as at December 31, 2023	$	5,721
Lease expense during the period		(954)
Balance as at June 30, 2024	$	4,767

Segmented Information

6 Months Ended

Jun. 30, 2024

Segmented Information

Segmented Information

16.Segmented Information

The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,168)	$ (14,107)	$ (45,362)	$ (27,855)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Loss for the period	$ (20,168)	$ (14,107)	$ (45,362)	$ (27,855)
Items not affecting cash:
Amortization			197	175
Lease Expense	500		954
Accrued interest on credit facilities			25
Share-based compensation and expenses settled with equity			12,817	7,182
Equity-accounted investment loss	61	137	139	356
Change in fair value of warrants liability	(580)	787	(49)	1,331
Unrealized foreign exchange			(301)	(17)
Changes in working capital:
Receivables and prepayments			782	1,097
Accounts payable and accrued liabilities			6,857	(14,152)
Net cash used in operating activities			(23,941)	(31,883)
Investing activities
Acquisition of equipment and software			(415)	(75)
Net cash used in investing activities			(415)	(75)
Financing activities
Proceeds from registered direct offering			9,000
Expenses paid for registered direct offering			(142)
Proceeds from issuance of shares			2,546	30
Proceeds from Drawdown of Credit Facilities			3,875
Proceeds from Drawdown of Allseas Debt Agreement			2,000
Interest paid on amounts drawn from credit facilities			(25)
Proceeds from Low Carbon Royalties Investment				5,000
Proceeds from employee stock plans			24	49
Proceeds from exercise of stock options			409
Net cash provided by financing activities			17,687	5,079
Decrease in cash			(6,669)	(26,879)
Impact of exchange rate changes on cash			301	17
Cash - beginning of period			6,842	46,876
Cash - end of period	$ 474	$ 20,014	$ 474	$ 20,014

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Condensed Consolidated Balance Sheets
Common shares, par value	$ 0	$ 0
Common shares, issued	322,241,883	306,558,710

Loss per Share

6 Months Ended

Jun. 30, 2024

Loss per Share

Loss per Share

13.Loss per Share

Basic loss per share is computed by dividing the loss by the weighted-average number of common shares of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent these are dilutive. Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

Anti-dilutive equivalent common shares were as follows:


	Six months ended	Six months ended
	June 30,	June 30,
	2024	2023
Outstanding options to purchase common shares	28,028,062	25,140,262
Outstanding RSUs	35,761,561	13,661,066
Outstanding shares under ESPP	2,767	46,011
Outstanding warrants	30,730,770	36,078,620
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	230,763,124	211,165,923

Registered Direct Offering

6 Months Ended

Jun. 30, 2024

Registered Direct Offering

Registered Direct Offering

9.Registered Direct Offering

On August 14, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares (“Class A Warrants) (Note 10). Each common share and accompanying Class A Warrant were sold at a price of $2.00 per unit. The exercise price to purchase one common share under the Class A warrants is $3.00, subject to adjustment as provided in the warrant agreement.

As at June 30, 2024, all common shares and Class A Warrants to purchase common shares under the Registered Direct Offering had been issued and the Company received gross proceeds amounting to $24.9 million. The Company incurred $1.3 million as offering expenses, resulting in net proceeds received of $23.6 million. Out of the total net proceeds received of $23.6 million, the net proceeds attributable to common shares were $18.9 million and the net proceeds attributable to Class A Warrants were $4.7 million.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current
Cash	$ 474	$ 6,842
Receivables and prepayments	1,237	1,978
Total current assets	1,711	8,820
Non-current
Exploration contracts	43,150	43,150
Right of use asset	4,767	5,721
Equipment	936	1,133
Software	1,793	1,643
Investment	8,290	8,429
Total non-current assets	58,936	60,076
TOTAL ASSETS	60,647	68,896
Current
Accounts payable and accrued liabilities	37,784	31,334
Short-term debt	5,875
Total current liabilities	43,659	31,334
Non-current
Deferred tax liability	10,675	10,675
Royalty liability	14,000	14,000
Warrants liability	1,920	1,969
TOTAL LIABILITIES	70,254	57,978
EQUITY
Common shares(unlimited shares, no par value - issued: 322,241,883 (December 31, 2023 - 306,558,710))	460,573	438,239
Additional paid in capital	125,300	122,797
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(594,264)	(548,902)
TOTAL EQUITY	(9,607)	10,918
TOTAL LIABILITIES AND EQUITY	$ 60,647	$ 68,896

Share-Based Compensation - Summarizing the movements in stock options (Details) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Short-Term Incentive Plan
Share-Based Compensation
Number of beginning balance	15,074,240	15,356,340
Expired		(162,100)
Exercised	(631,052)	(120,000)
Number of ending balance	14,443,188	15,074,240
Long-term Incentive Plan
Share-Based Compensation
Number of beginning balance	9,783,922	9,783,922
Forfeited	(139,048)
Number of ending balance	9,644,874	9,783,922
2021 incentive plan
Share-Based Compensation
Number of stock options granted (in Shares)	3,940,000
Number of ending balance	3,940,000

Shares issued as per At-the-Market Equity Distribution Agreement ("ATM") (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
Financing Activity
Proceeds from issuance of shares		$ 2,546	$ 30
At-the -Market
Financing Activity
Shares issued (in shares)	1,634,588	1,634,588
Ordinary shares, par value (in Dollars per share)	$ 1.61	$ 1.61
Proceeds from issuance of shares		$ 2,600
Commission and fee expenses		$ 42
At-the -Market \| Maximum
Financing Activity
Value of shares to be issued				$ 30,000

Warrants - Fair value measurements assumptions (Details) - Private Warrants - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class of Warrant or Right
Exercise price	$ 11.50		$ 11.50
Share price	$ 1.35		$ 1.10
Volatility	103.97%		105.34%
Term (years)	2 years 2 months 8 days	2 years 8 months 8 days
Risk-free rate	4.56%		3.98%
Dividend yield	0.00%		0.00%

Strategic Alliance with Allseas and Affiliates

6 Months Ended

Jun. 30, 2024

Strategic Alliance with Allseas and Affiliates

Strategic Alliance with Allseas and Affiliates

6.Strategic Alliance with Allseas and Affiliates

Development of Project Zero Offshore Nodule Collection System

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. For the three and six months ended June 30, 2024, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $3.2 million and $6.9 million respectively which were recorded as mining, technological and process development within exploration and evaluation expenses (three months and six months ended June 30, 2023 - $ 1.9 million and $2.9 million respectively) (Note 8).

Exclusive Vessel Use Agreement with Allseas

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System.

The Company determined that the Exclusive Vessel Use Agreement with Allseas is a lease agreement, classified as an operating lease.

For the three and six months ended June 30, 2024, the Company has recognized $0.5 million and $1 million, respectively as lease expense recorded as mining, technological and process development within exploration and evaluation expenses.

As at June 30, 2024, the net amount of the right-of-use asset is as follows:


	Right-of-use Asset
Balance as at December 31, 2023	$	5,721
Lease expense during the period		(954)
Balance as at June 30, 2024	$	4,767

Credit Facility and Loan Agreement with Company Related to Allseas

On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the Credit Facility at any time before the Credit Facility’s maturity. The Company has the ability to settle certain charges under this Credit Facility in cash or in equity at the discretion of the Company. The Credit Facility also contains customary events of default. On March 22, 2024, the Company entered into the Second Amendment to the Unsecured Credit Facility with the Lender, to extend the Credit Facility to August 31, 2025 and to provide that the underutilization fee thereunder shall cease to be payable after the date on which the Company or the Lender gives notice of termination of the agreement. Under the amended Credit Facility, the Company may borrow from the Lender up to $25,000,000 in the aggregate through August 31, 2025.

During the three months and six months ended June 30, 2024, the Company has not drawn any amount from the Credit Facility and has incurred $0.3 million and $0.5 million, respectively (three months ended and six months ended June 30, 2023: $0.3 million) as underutilization fees.

On May 27, 2024, the Company entered into a short-term loan agreement with the Lender. In accordance with the agreement, the Lender provided a short-term loan to the Company amounting to $2 million (the “Loan”) on May 30, 2024. The Loan has priority over the 2024 Credit Facility with Gerard Barron and ERAS Capital LLC (Note 14). The Loan and accrued interest are payable to the Lender on or before the earlier of (i) the Company’s next financing and (ii) September 10, 2024 (maturity date). The Loan accrues interest at a rate of 8% per annum. During the three and six months ended June 30, 2024, the Company has incurred $14 thousand as interest expense.

As at June 30, 2024, the total amount payable to Allseas and its affiliates was $22.8 million (December 31, 2023: $13.8 million).

As at June 30, 2024, Allseas and its affiliates owned 53.8 million TMC common shares (2023: 53.8 million TMC common shares) which constituted 16.7% (December 31, 2023: 17.6%) of total common shares outstanding.

Use of Estimates

6 Months Ended

Jun. 30, 2024

Use of Estimates

Use of Estimates

3.Use of Estimates

Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2024

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

15.Commitments and Contingent Liabilities

Commitments

On June 15, 2024, the Company signed a retainership agreement pursuant to which a non-refundable retainer fee of $0.4 million is payable.

Contingent Liability

On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. 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 of 1934 and Rule 10b-5 promulgated thereunder, and Messrs. 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 the Company’s 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. 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. The Company denies 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. There is no assurance, however, that the Company or the other defendants will be successful in its 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. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses either cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.

On January 23, 2023, certain investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company 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.). The Company 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 the Company 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. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of its motion to dismiss the breach of the Subscription Agreement claim. There is no assurance that the Company will be successful in its 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.

Warrants (Details) $ / shares in Units, $ in Thousands	6 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Jun. 30, 2024 USD ($) D $ / shares shares	Dec. 31, 2023 USD ($)	Jun. 30, 2023 shares
Private Warrants
Class of Warrant or Right
Fair value of outstanding recorded as warrants liability \| $	$ 1,920	$ 1,969
Public warrants
Class of Warrant or Right
Number of warrants outstanding	15,000,000		15,000,000
Value of outstanding Public Warrants \| $	$ 19,500
Public warrants \| SOAC \| IPO
Class of Warrant or Right
Warrants to acquire shares of common stock	15,000,000
Public warrants \| Minimum
Class of Warrant or Right
Trading days for redemption of public warrants \| D	20
Public warrants \| Maximum
Class of Warrant or Right
Consecutive trading days for redemption of public warrants \| D	30
Public warrants \| Redemption of warrants when price per share of class common stock equals or exceeds 18.00
Class of Warrant or Right
Issue price per share \| $ / shares	$ 18.00
Private placement warrants
Class of Warrant or Right
Number of warrants outstanding	9,500,000		9,500,000
Private placement warrants \| SOAC \| Private Warrants
Class of Warrant or Right
Warrants to acquire shares of common stock	9,500,000
Class A Warrants
Class of Warrant or Right
Number of warrants outstanding	0

Warrants - Class A Warrants (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jan. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Class of Warrant or Right
Additional paid-in capital	$ 125,300		$ 122,797
Direct offering
Class of Warrant or Right
Remaining committed fund	$ 23,600	$ 9,000
Class A Warrants
Class of Warrant or Right
Number of warrants outstanding	0
Class A Warrants \| Direct offering
Class of Warrant or Right
Remaining committed fund	$ 4,700
Number of warrants outstanding	6,230,770			0
Additional paid-in capital	$ 4,700		$ 3,200
Common Shares \| Direct offering
Class of Warrant or Right
Remaining committed fund	$ 18,900

Nature of Operations

6 Months Ended

Jun. 30, 2024

Nature of Operations

Nature of Operations

1.Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019 and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.

The Company is a deep-sea minerals exploration company focused on the collection and processing of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production.

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 square kilometers in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 square kilometers in the CCZ (“TOML Area”). Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 square kilometers in the CCZ (“Marawa Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered into an option agreement (the “Marawa Option Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner and investor, Allseas Group S.A. (“Allseas”), to deliver a system to collect, lift and transport nodules from the seafloor to shore that meets the requirements of an early commercial production system (Note 6).

The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules at commercial scale, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Compensation

Schedule of company estimated the realization of the vesting conditions


			Number of
	Number of	Number of	Options
	Options	Options	Outstanding
	Outstanding	Outstanding	under
	under STIP	under LTIP	Incentive Plan
Outstanding – December 31, 2022	15,356,340	9,783,922	—
Expired	(162,100)	—	—
Exercised	(120,000)	—	—
Outstanding – December 31, 2023	15,074,240	9,783,922	—
Granted	—	—	3,940,000
Forfeited	—	(139,048)	—
Exercised	(631,052)	—	—
Outstanding – June 30, 2024	14,443,188	9,644,874	3,940,000

Summary of the RSU activity


	Three months	Three months	Six months	Six months
	ended June 30,	ended June 30,	ended June 30,	ended June 30,
Vesting Period	2024	2023	2024	2023
Vesting Immediately⁽¹⁾⁽²⁾	206,260	—	4,006,695	3,237,710
Vesting fully on the first anniversary of the grant date ⁽³⁾	476,189	1,014,349	493,430	1,014,349
Vesting in thirds on each anniversary of the grant date⁽⁴⁾	68,027	—	7,212,375	8,683,486
Vesting in fourths on each anniversary of the grant date	701,880	—	701,880	343,750
Vesting based on market conditions ⁽⁵⁾	20,000,000	—	20,000,000	—
Total Units Granted	21,452,356	1,014,349	32,414,380	13,279,295

Schedule of fair value of tranche and the derived service period


Tranche	Fair Value per RSU		Derived Service Period
Achievement of a Closing Price of $7.50	$	1.07	1.58 years from the grant date
Achievement of a Closing Price of $10	$	1.04	1.87 years from the grant date
Achievement of a Closing Price of $12.50	$	1.00	2.10 years from the grant date

Employee stock option

Share-Based Compensation

Schedule of fair value assumptions


	April 9,
	2024
Exercise price	$	1.71
Share price	$	1.71
Volatility		114.32%
Term⁽¹⁾		4.5 years
Risk-free rate		4.29%
Dividend yield		0.0%

⁽¹⁾

The expected term is estimated using the simplified method which is calculated as the average of the time to vest for each tranche from the grant date and the 7-year contractual term.

Restricted Stock Units ("RSUs")

Share-Based Compensation

Summary of the RSU activity


		Number of RSUs
		Outstanding
Outstanding – December 31, 2023		12,484,880
Granted		32,414,380
Forfeited		(247,560)
Exercised		(8,890,139)
Outstanding – June 30, 2024		35,761,561

Signing RSU's

Share-Based Compensation

Schedule of fair value assumptions


	April 16, 2024
Share price	$	1.72
Performance period		April 16, 2024 – April 16, 2029
Volatility		113.83%
Risk-free rate		4.57%
Cost of Equity		19.56%
Dividend yield		0.0%

Subsequent Event (Details) - USD ($)	Aug. 14, 2024	Aug. 13, 2024	Mar. 22, 2024
Related party
Subsequent Event
Aggregate borrowed amount			$ 20,000,000
Gerard Barron and ERAS Capital LLC \| Subsequent event \| Line of credit \| Related party
Subsequent Event
Aggregate borrowed amount	$ 25,000,000	$ 25,000,000
Aggregate borrowed amount upon certain financing events		20,000,000
Gerard Barron \| Related party
Subsequent Event
Aggregate borrowed amount			10,000,000
Gerard Barron \| Subsequent event \| Line of credit \| Related party
Subsequent Event
Aggregate borrowed amount	12,500,000	12,500,000
Aggregate borrowed amount upon certain financing events		10,000,000
ERAS Capital LLC \| Related party
Subsequent Event
Aggregate borrowed amount			$ 10,000,000
ERAS Capital LLC \| Subsequent event \| Line of credit
Subsequent Event
Aggregate borrowed amount	$ 12,500,000
ERAS Capital LLC \| Subsequent event \| Line of credit \| Related party
Subsequent Event
Aggregate borrowed amount		12,500,000
Aggregate borrowed amount upon certain financing events		$ 10,000,000

Related Party Transactions (Details)			3 Months Ended		6 Months Ended
Related Party Transactions (Details)	Mar. 22, 2024 USD ($) D	Mar. 22, 2023 USD ($) D	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Aug. 14, 2024 USD ($)	Aug. 13, 2024 USD ($)	Jan. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transactions
Aggregate Subsidiaries	$ 50,000,000
Underutilization fees			$ 200,000		$ 200,000
Credit facility					3,875,000
Interest repaid					(25,000)
Related party
Related Party Transactions
Aggregate borrowed amount	$ 20,000,000
Interest Expense			50,000		50,000
Underutilization fees			100,000
Credit facility			3,900,000		3,900,000
Interest repaid			25,000
SSCS Pte. Ltd \| Related party \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services			25,000	$ 69,000	50,000	$ 138,000
Amounts payable			0	28,000	0	28,000				$ 17,000
SSCS Pte. Ltd \| Related party \| General and administration expenses \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services			7,000	14,000	15,000	28,000
SSCS Pte. Ltd \| Related party \| Exploration and Evaluation \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services			18,000	55,000	35,000	110,000
Stonehaven Campaigns Limited \| Related party \| General and administration expenses
Related Party Transactions
Consulting services			0		12,000
Robertsbridge Consultants Limited \| Related party \| General and administration expenses
Related Party Transactions
Consulting services			5,000		36,000
Stonehaven Campaigns Limited and Robertsbridge Consultants Limited \| Related party
Related Party Transactions
Amounts payable			0		0
Allseas and affiliates \| Related party \| Line of credit
Related Party Transactions
Aggregate borrowed amount		$ 25,000,000
Interest rate	4.00%	4.00%
Number of days average considered for basis spread \| D	180	180
Credit facility interest rate	4.00%	4.00%
Underutilization fees			300,000	$ 300,000	500,000	$ 300,000
Interest paid in kind at maturity	5.00%	5.00%
Gerrad Barron And Eras Capital Llc [Member] \| Related party \| Line of credit \| Subsequent Event [Member]
Related Party Transactions
Aggregate borrowed amount							$ 25,000,000	$ 25,000,000
Gerard Barron \| Related party
Related Party Transactions
Aggregate borrowed amount	$ 10,000,000
Gerard Barron \| Related party \| Line of credit \| Subsequent Event [Member]
Related Party Transactions
Aggregate borrowed amount							12,500,000	12,500,000
ERAS Capital LLC \| Line of credit \| Subsequent Event [Member]
Related Party Transactions
Aggregate borrowed amount							$ 12,500,000
ERAS Capital LLC \| Related party
Related Party Transactions
Aggregate borrowed amount	$ 10,000,000
ERAS Capital LLC \| Related party \| Line of credit \| Subsequent Event [Member]
Related Party Transactions
Aggregate borrowed amount								$ 12,500,000
Direct offering
Related Party Transactions
Remaining committed fund			$ 23,600,000		$ 23,600,000				$ 9,000,000

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

Related Party Transactions

14.Related Party Transactions

The Company’s subsidiary, DeepGreen Engineering Pte. Ltd., is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three and six months ended June 30, 2024 totaled $25 thousand and $50 thousand, respectively (three and six months ended June 30, 2023 - $69 thousand and $138 thousand, respectively), out of which for three and six months ended June 30, 2024 a total of $18 thousand $35 thousand, respectively (three and six months ended June 30, 2023 - $55 thousand and $110 thousand, respectively), is disclosed as exploration labor within exploration and evaluation expenses (Note 8) and $7 thousand and $15 thousand, respectively, for three and six months ended June 30, 2024 is disclosed as general and administration expenses (three and six months ended June 30, 2023 - $14 thousand and $28 thousand, respectively). As at June 30, 2024, the amount payable to SSCS was $nil (December 31, 2023 - $17 thousand).

One of the Company’s directors who was appointed in the Company’s annual general meeting held on May 31, 2024 is the Chairman of Stonehaven Campaigns Limited and Robertsbridge Consultants Limited, which provide the Company with consulting services. During the three and six months ended June 30, 2024, Stonehaven Campaigns Limited provided consulting services amounting to nil and $12 thousand recorded in general and administrative expenses. During the three and six months ended June 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $5 thousand and $36 thousand recorded in general and administrative expenses. As at June 30, 2024, the amount payable to both Stonehaven Campaigns Limited and Robertsbridge Consultants Limited was nil.

On January 30, 2024, as part of the Registered Direct Offering (Note 9), the Company received the remaining committed funding of $9 million from ERAS Capital LLC, the investment fund of one of the Company’s directors.

On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s director, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $20,000,000 in the aggregate ( $10,000,000 from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi - annually (or plus 5% if paid - in - kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the 2024 Credit Facility at any time, before the 2024 Credit Facility’s maturity of September 22, 2025. The 2024 Credit Facility also contains customary events of default. The 2024 Credit Facility will terminate automatically if the Company or any of its subsidiaries raise at least $50,000,000 in the aggregate (i) through the issuance of any of the Company’s or its subsidiaries’ debt or equity securities, or (ii) in prepayments under an off-take agreement or similar commercial agreement. During the three and six months ended June 30, 2024, the Company has drawn $3.9 million from the 2024 Credit Facility and incurred $50 thousand as interest expense. During the three and six months ended June 30, 2024, the Company incurred $0.2 million as underutilization fees, which would be payable only in the event the 2024 Credit Facility is not drawn down upon at the time such fees are payable. In the second quarter of 2024, the Company repaid interest amounting to $25 thousand and underutilization fees amounting to $0.1 million to the 2024 Lenders. The borrowing limit of the 2024 Credit Facility was increased to $25 million ($12.5 million from each of the 2024 Lenders) subsequent to June 30, 2024 (Note 17).

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6 and issued share-based grants to Company’s directors which are detailed in Note 11.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Loss per Share - Anti-dilutive common equivalent shares (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Loss per Share
Total anti-dilutive common equivalent shares	230,763,124	211,165,923
Employee Stock Option
Loss per Share
Total anti-dilutive common equivalent shares	28,028,062	25,140,262
Outstanding RSUs
Loss per Share
Total anti-dilutive common equivalent shares	35,761,561	13,661,066
Outstanding shares under ESPP
Loss per Share
Total anti-dilutive common equivalent shares	2,767	46,011
Outstanding warrants
Loss per Share
Total anti-dilutive common equivalent shares	30,730,770	36,078,620
Outstanding Special Shares and options to purchase Special Shares
Loss per Share
Total anti-dilutive common equivalent shares	136,239,964	136,239,964

Strategic Alliance with Allseas and Affiliates - Credit Facility with Allseas Affiliate (Details) shares in Millions			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 22, 2024 USD ($) D	Mar. 22, 2023 USD ($) D	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($)	May 30, 2024 USD ($)
Credit Facility with Allseas Affiliate
Underutilization fees			$ 200,000		$ 200,000
Short-term loan			5,875,000		5,875,000
Interest Expense					$ 25,000
Related party
Credit Facility with Allseas Affiliate
Aggregate borrowed amount	$ 20,000,000
Underutilization fees			$ 100,000
Allseas and affiliates \| Related party \| Short Term Loan Agreement
Credit Facility with Allseas Affiliate
Short-term loan								$ 2,000,000
Loan accrues interest			8.00%		8.00%
Interest Expense			$ 14,000		$ 14,000
Allseas \| Common Stock
Credit Facility with Allseas Affiliate
Shares owned \| shares			53.8	53.8	53.8	53.8
Percentage of common stock shares outstanding			16.70%		16.70%		17.60%
Unsecured Credit Facility
Credit Facility with Allseas Affiliate
Line of credit facility interest rate term		semi-annually
Line of credit \| Allseas and affiliates \| Related party
Credit Facility with Allseas Affiliate
Aggregate borrowed amount		$ 25,000,000
Number of days average considered for basis spread \| D	180	180
Interest rate	4.00%	4.00%
Interest paid in kind at maturity	5.00%	5.00%
Credit facility interest rate	4.00%	4.00%
Underutilization fees			$ 300,000	$ 300,000	$ 500,000	$ 300,000
Related party transaction, amounts of transaction					$ 22,800,000		$ 13,800,000

Strategic Alliance with Allseas and Affiliates - Exclusive Vessel Use Agreement with Allseas (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Strategic Alliance with Allseas and Affiliates
Lease expense	$ 500	$ 954

Share-Based Compensation - Fair value of each tranche and the derived service period (Details) - Signing RSU's	Apr. 16, 2024 $ / shares
Share-Based Compensation
Common shares issued price	$ 1.72
Vesting in thirds on each anniversary of the grant date \| Mr.Barron
Share-Based Compensation
Common shares issued price	7.50
Fair value per RSU	$ 1.07
Derived Service Period	1 year 6 months 29 days
Vesting in fourths on each anniversary of the grant date \| Mr.Barron
Share-Based Compensation
Common shares issued price	$ 10.00
Fair value per RSU	$ 1.04
Derived Service Period	1 year 10 months 13 days
Sharebased Payment Arrangement Tranche Three Member \| Mr.Barron
Share-Based Compensation
Common shares issued price	$ 12.50
Fair value per RSU	$ 1.00
Derived Service Period	2 years 1 month 6 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Fair Value of Financial Instruments
Fair value of assets, Transfers from Level 1 to Level 2	$ 0	$ 0	$ 0	$ 0
Fair value of assets, Transfers from Level 2 to Level 1	0	0	0	0
Fair value of liabilities, Transfers from Level 1 to Level 2	0	0	0	0
Fair value of liabilities, Transfers from Level 2 to Level 1	0	0	0	0
Fair value of liabilities, Transfers into (out of) Level 3	0	0	0	0
Fair value of assets, Transfers into (out of) Level 3	$ 0	$ 0	$ 0	$ 0

Warrants - Fair value of warrant liabilities (Details) - Private Warrants $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Changes in the fair value of warrants liability
Warrants liability as at December 31, 2023	$ 1,969
Increase in fair value of warrants liability	(49)
Warrants liability as at June 30, 2024	$ 1,920