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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of the 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 14, 2024

 

 

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

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

 

1111 West Hastings Street, 15th Floor
Vancouver, British Columbia
  V6E 2J3
(Address of principal executive 
offices)
  (Zip Code)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading Symbol(s)  

Name of each exchange on
which registered

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

 

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

 

Emerging growth company x

 

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

 

 

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On November 14, 2024, TMC the metals company Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2024 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto. In addition, the Company will hold a conference call on November 14, 2024 at 4:30 p.m. EDT to discuss these results and the business update.

 

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

 

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
   
99.1 Press Release dated November 14, 2024
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  TMC THE METALS COMPANY INC.
     
Date: November 14, 2024 By: /s/ Craig Shesky
  Name: Craig Shesky
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

The Metals Company Provides Third Quarter 2024 Corporate Update

 

NEW YORK, Nov. 14, 2024 (GLOBE NEWSWIRE) -- TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today provided a corporate update and financial results for the third quarter ending September 30, 2024.

 

Q3 2024 Financial Highlights

 

·Current liquidity available from our cash on hand and our credit facilities of approximately $63 million as of date of filing
·Borrowing capacity of our unsecured credit facilities increased by $10.5 million as of date of filing:
oERAS/Barron facility increased from $25 million to $38 million ($33.8 million available), and;
oAllseas Group SA affiliate facility reduced from $27.5 million to $25.0 million (undrawn)
·$5.7 million cash used in operations for the quarter ended September 30, 2024
·Net loss of $20.5 million and net loss per share of $0.06 for the quarter ended September 30, 2024

  

Registered Direct Offering

 

·Registered Direct Offering resulting in expected minimum gross proceeds of $17.5 million through equity issuance at $1.00 per share
·The Registered Direct Offering is led by TMC’s largest non-affiliate institutional shareholder
·The transaction includes warrant coverage of 50% (1 warrant for every 2 common shares purchased) with a warrant strike price of $2.00 per share
·Warrants contain a call provision which forces exercise if the 30-day volume weighted-average price (“VWAP”) of TMC common stock exceeds $5.00

 

Gerard Barron, Chairman & CEO of The Metals Company, commented: “This week we announced June 27, 2025 as the date for NORI to submit its exploitation application to the ISA. This decision, made in close consultation with NORI’s Sponsoring State Nauru, represents years of preparation, backed by the largest dataset ever collected on the deep sea in international waters. We’re excited to share our application with the ISA and stakeholders and recognize the responsibility that comes with submitting the world’s first application of this kind.

 

After years of conversations with shareholders, it’s clear that the delivery of the Mining Code by the ISA is viewed as a key catalyst for TMC. Recent discussions with Member States and the incoming ISA Secretary-General give me confidence that there is no change in the ISA’s commitment to deliver on its mandate. But until we have sufficient regulatory progress—whether through delivery of the Mining Code or clarity on the ISA’s application review process—investors can rest assured we won’t be raising funds for CAPEX for the Hidden Gem production system upgrades.

 

While getting the NORI-D Project permitted and into production has been our strong focus, TMC’s value goes beyond our first project. With over half a billion dollars invested over the past decade in building our project development capabilities in deepsea minerals, we’re well-positioned to capitalize on new opportunities as the world’s major economies turn to the seafloor for metals essential to the energy transition, defense, infrastructure, and a growing global population. I look forward to sharing more on how we plan to capitalize on this shift.

 

In the meantime, we’re watching promising momentum in Washington, with several initiatives expected to gain traction post-election. One of Washington’s strongest nodule resource development supporters, Rep. Elise Stefanik, has been tapped as UN Ambassador, and Marco Rubio, another key supporter, is set to become Secretary of State, which oversees the ISA file. We anticipate the Pentagon’s long-awaited report on nodules to be released soon, and we’re encouraged by the increased U.S. interest in the ISA’s work. The world is moving toward responsible development of seafloor metals—and TMC retains its substantial lead in this industry.”

 

 

 

 

Operational Highlights

 

US$17.5 Million Registered Direct Offering of Common Shares and Class B Warrants

 

$17.5 minimum amount raised through a registered direct offering, led by TMC's largest non-affiliate institutional shareholder. Shares were issued at $1.00 per share, with half warrant at $2.00 per share expiring in 5 years.

 

Application Submission and Strategy

 

NORI has set the date of June 27, 2025 for its expected submission of its ISA exploitation application. According to the ISA Council's decisions ISBA/28/C/24 and ISBA/28/C/25, if NORI submits an application for a plan of work for exploitation before the RRPs have been adopted, the ISA Council at its next meeting, as a matter of priority, will consider the process for considering such an application. The ISA Council is not scheduled to meet again until March 2025 and the Company believes it is unlikely that the ISA Council would consider an application for a plan of work for exploitation before this session. In light of this, Nauru has formally requested that the ISA clarify the submission and review process for such an application at the March 2025 meetings before NORI submits the Application and, therefore, has decided to submit the Application after the March 2025 meetings on June 27, 2025.

 

Operating Expense Reductions and Deferral of Capital Expenditures

 

Following the expected submission of the Application by NORI, the Company expects quarterly cash use of less than $5 million as the Application is reviewed. The Company has already begun the process of reducing or eliminating certain operating expenses to ensure the Company’s financial resiliency. Further, the Company does not expect to raise funds for capital expenditures related to the preparation of the Hidden Gem vessel for commercial production until such time as the final Mining Code is adopted, the Application is approved, or until other potential non-dilutive strategic financing is in place. The Company expects to provide further updates on the potential timing of the start of commercial production following sufficient clarity on these items.

 

Expanded Company Strategy

 

Given the significant rise in seafloor resource exploration opportunities around the globe and the Company’s leadership position and experience in this industry, having invested over $500 million since inception to achieve milestones in environmental research, resource definition, test mining and test processing, the Company is exploring a new strategy to (1) develop a services business for seafloor resource development and (2) optimize and diversify its resource portfolio within international waters and in national jurisdictions. We are in discussions with several parties on services contracts to provide our expertise in the areas of new exploration plans of work, resource definition, environmental impact assessments, data management and offshore campaign execution. We are also actively evaluating opportunities for the Company to enter new exploration contract areas, already permitted properties and producing properties.

 

 

 

 

Global stakeholder webinar on NORI’s Cultural Heritage Impact Assessment: In September, TMC subsidiary NORI held a webinar with its technical expert, SEARCH Inc. to provide an update on its Cultural Heritage Impact Assessment (CHIA) for the NORI-D polymetallic nodule project in the Clarion-Clipperton Zone in international waters. NORI reported on its baselining work and recent consultations in Nauru and Tonga, both of which form components of the cultural heritage assessment being studied as part of the NORI-D Project.

 

Industry Update

 

Progress on ISA Mining Code: Council completed a first reading of the consolidated text of the draft regulations on exploitation of mineral resources in the Area, at the July 2024 Council meeting. It was agreed that a revised consolidated text would be provided by the end of November 2024. TMC has engaged with Secretary-General-Elect Carvalho and expects to work with her in a constructive manner as the ISA continues to work to have the final Mining Code adopted.

 

TMC CEO Testifies to U.S. House of Representatives on Benefits of Nodules: In September, TMC CEO Gerard Barron gave testimony during a meeting of the Critical Mineral Policy Working Group for the House Select Committee on the Chinese Communist Party to discuss the U.S.’s heavy reliance on Chinese imports of critical minerals and policy solutions to incentivise greater cooperation with allies to create alternative supplies. Mr Barron spoke to the potential of seafloor nodules to secure U.S. supplies of key minerals for the energy transition and defence sectors.

 

Financial Results Overview

 

At September 30, 2024, we held cash of approximately $0.4 million and short-term debt of $9.2 million, with an affiliate of Allseas Group SA ($5 million) and with the Barron/ERAS unsecured credit facility ($4.2 million). We believe that our total liquidity including cash, the committed proceeds from our latest financing and borrowing availability under our credit facility with ERAS Capital LLC and Mr. Barron, will be sufficient to meet our working capital and capital expenditure commitments for at least the next twelve months from today.

 

We reported a net loss of approximately $20.5 million, or $0.06 per share for the quarter ended September 30, 2024, compared to net loss of $12.5 million, or $0.04 per share, for the quarter ended September 30, 2023. Exploration and evaluation expenses during the quarter ended September 30, 2024 were $11.8 million compared to $7.9 million for the quarter ended September 30, 2023. The increase in the exploration and evaluation expenses in the third quarter of 2024 was primarily due to an increase in share-based compensation of $1.8 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024, increase in mining, technological and process development of $1.0 million resulting from increased engineering work by Allseas and higher personnel costs of $1.0 million.

 

 

 

 

General and administrative expenses were $8.1 million for the quarter ended September 30, 2024 compared to $4.6 million for the quarter ended September 30, 2023, reflecting an increase in share-based compensation of $1.8 million due to the amortization of the fair value of RSUs and options granted to the directors and officers in the second quarter of 2024, an increase in legal and consulting costs of $1.0 million and higher personnel costs of $0.5 million.

 

Conference Call

 

We will hold a conference call today at 4:30 p.m. EDT to provide an update on recent corporate developments, third quarter 2024 financial results and upcoming milestones.

 

Third Quarter 2024 Conference Call Details

 

Date: Thursday, November 14, 2024
Time: 4:30 pm EDT
Audio-only Dial-in: Register Here
Virtual webcast w/ slides: Register Here

 

Please register with the links above at least ten minutes prior to the conference call. The virtual webcast will be available for replay in the ‘Investors’ tab of the Company’s website under ‘Investors’ > ‘Media’ > ‘Events and Presentations’, approximately two hours after the event.

 

 

 

 

About The Metals Company

 

The Metals Company is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the global energy transition with the least possible negative impacts on planet and people and (2) trace, recover and recycle the metals we supply to help create a metal commons that can be used in perpetuity. The Company, through its subsidiaries, holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati, and the Kingdom of Tonga. More information is available at www.metals.co.

 

Contacts

 

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

 

Forward Looking Statements

 

This press release contains “forward-looking” statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “aims,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “may,” “plans,” “possible,” “potential,” “will” and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements with respect to the potential impact of the Company’s potential commercial operations, the Company’s expected application to the ISA for an exploitation contract, the potential outcome of actions of the U.S. government, the Company’s dialogue with members of the U.S. government, the status and timing of adopting final regulations, or Mining Code, for the exploitation of deep-sea polymetallic nodules and the Company’s financial and operating plans moving forward. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things: the Company’s strategies and future financial performance; the ISA's ability to timely adopt the Mining Code and/or willingness to review and/or approve a plan of work for exploitation under the United Nations Convention on the Laws of the Sea (UNCLOS); the Company’s ability to obtain exploitation contracts or approved plans of work for exploitation for its areas in the Clarion Clipperton Zone; regulatory uncertainties and the impact of government regulation and political instability on the Company’s resource activities; changes to any of the laws, rules, regulations or policies to which the Company is subject, including the terms of the final Mining Code, if any, adopted by ISA and the potential timing thereof; the impact of extensive and costly environmental requirements on the Company’s operations; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the Clarion Clipperton Zone and recovery rates of impacted ecosystems; the Company’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; the Company’s ability to successfully enter into binding agreements with Allseas Group S.A. and other parties in which it is in discussions, if any, including Pacific Metals Company of Japan; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that the Company may recover; risks associated with collective, development and processing operations, including with respect to the development of onshore processing capabilities and capacity and Allseas Group S.A.’s expected development efforts with respect to the Project Zero offshore system; the Company’s dependence on Allseas Group S.A.; fluctuations in transportation costs; fluctuations in metals prices; testing and manufacturing of equipment; risks associated with the Company’s limited operating history, limited cash resources and need for additional financing and risk that such financing may not be available on acceptable terms, or at all; risks associated with the Company’s intellectual property; Low Carbon Royalties’ limited operating history; the sufficiency of our cash on hand and the borrowing ability under our credit facility with a company related to Allseas Group S.A., as we expect it to be amended, and credit facility with ERAS Capital LLC/Gerard Barron to meet our working capital and capital expenditure requirements, the need for additional financing and our ability to continue as a going concern; our agreement in principle to amend our credit facility with a company related to Allseas Group S.A.; any litigation to which we are a party; and other risks and uncertainties, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, that are described in greater detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 25, 2024, as amended. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

 

 

 

 

TMC the metals company Inc.

Condensed Consolidated Balance Sheets

(in thousands of US Dollars, except share amounts)

(Unaudited)

 

ASSETS   As at
September 30,
2024
    As at
December 31,
2023
 
Current                
Cash   $ 360     $ 6,842  
Receivables and prepayments     2,557       1,978  
      2,917       8,820  
Non-current                
Exploration contracts     43,150       43,150  
Right of use asset     4,291       5,721  
Equipment     854       1,133  
Software     1,868       1,643  
Investment     8,232       8,429  
      58,395       60,076  
                 
TOTAL ASSETS   $ 61,312     $ 68,896  
                 
LIABILITIES                
Current                
Accounts payable and accrued liabilities     48,065       31,334  
Short-term debt     9,175       -  
      57,240       31,334  
Non-current                
Deferred tax liability     10,675       10,675  
Royalty liability     14,000       14,000  
Warrants liability     866       1,969  
      25,541       26,644  
                 
TOTAL LIABILITIES   $ 82,781     $ 57,978  
                 
EQUITY                
Common shares (unlimited shares, no par value – issued: 324,131,896 (December 31, 2023 – 306,558,710))     463,366       438,239  
Class A - J Special Shares     -       -  
Additional paid in capital     131,152       122,797  
Accumulated other comprehensive loss     (1,203 )     (1,216 )
Deficit     (614,784 )     (548,902 )
TOTAL EQUITY     (21,469 )     10,918  
                 
TOTAL LIABILITIES AND EQUITY   $ 61,312     $ 68,896  

 

 

 

 

TMC the metals company Inc.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(in thousands of US Dollars, except share and per share amounts)

(Unaudited)

 

   Three months ended
September 30,
   Nine months ended
September 30,
 
   2024   2023   2024   2023 
Operating expenses                    
Exploration and evaluation expenses  $11,813   $7,905   $42,339   $23,172 
General and administrative expenses   8,149    4,613    22,600    15,958 
Operating loss   19,962    12,518    64,939    39,130 
                     
Other items                    
Equity-accounted investment loss   58    119    197    475 
Change in fair value of warrant liability   (1,054)   (117)   (1,103)   1,214 
Foreign exchange loss (gain)   946    14    596    66 
Interest income   (7)   (319)   (125)   (1,092)
Fees and interest on borrowings and credit facilities   615    252    1,378    529 
                     
Net loss for the period  $20,520   $12,467   $65,882   $40,322 
                     
Net loss per share                    
- Basic and diluted  $0.06   $0.04   $0.21   $0.14 
                     
Weighted average number of common shares outstanding – basic and diluted   323,663,607    294,636,496    318,710,622    282,745,892 

 

 

 

 

TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

(Unaudited)

 

   Common Shares   Preferred
Shares
   Special
Shares
   Additional
Paid in
Capital
   Accumulated
Other
Comprehensive
Loss
   Deficit   Total 
Three months ended September 30, 2024  Shares   Amount                         
July 1, 2024   322,241,883   $460,573   $     -   $-   $125,300   $(1,216)  $(594,264)  $(9,607)
Conversion of restricted share units, net of shares withheld for taxes   188,293    384    -    -    (384)   -    -    - 
Shares issued as per At-the-Market Equity Distribution Agreement   1,617,000    2,279    -    -    -    -    -    2,279 
Exercise of stock options   84,720    130    -    -    (76)   -    -    54 
Share-based compensation and expenses settled with equity   -    -    -    -    6,312    -    -    6,312 
Foreign currency translation adjustment   -    -    -    -    -    13    -    13 
Net loss for the period   -    -    -    -    -    -    (20,520)   (20,520)
September 30, 2024   324,131,896   $463,366   $-   $-   $131,152   $(1,203)  $(614,784)  $(21,469)

 

    Common Shares     Preferred
Shares
    Special
Shares
    Additional
Paid in
Capital
    Accumulated
Other
Comprehensive
Loss
    Deficit     Total  
Three months ended September 30, 2023   Shares     Amount                                      
July 1, 2023     281,136,415     $ 345,775     $      -     $ -     $ 188,722     $ (1,216 )   $ (502,976 )   $ 30,305  
Exercise of stock options     120,000       144       -       -       (67 )     -       -       77  
Exercise of warrant by Allseas     11,578,620       70,016       -       -       (69,900 )     -       -       116  
Shares issued to Allseas     4,150,000       6,516       -       -       -       -       -       6,516  
Conversion of restricted share units, net of shares withheld for taxes     183,281       299       -       -       (299 )     -       -       -  
Issuance of shares and warrants under Registered Direct Offering, net of expenses     7,961,540       11,349       -       -       3,179       -       -       14,528  
Share-based compensation and expenses settled with equity     -       -       -       -       2,533       -       -       2,533  
Net loss for the period     -       -       -       -       -       -       (12,467 )     (12,467 )
September 30, 2023     305,129,856     $ 434,099     $ -     $ -     $ 124,168     $ (1,216 )   $ (515,443 )   $ 41,608  

 

 

 

 

TMC the metals company Inc.

Condensed Consolidated Statements of Changes in Equity

(in thousands of US Dollars, except share amounts)

(Unaudited)  

 

  Common Shares     Preferred Shares     Special Shares     Additional
Paid in
Capital
    Accumulated
Other
Comprehensive
Loss 
    Deficit      Total  
Nine months ended September 30, 2024   Shares     Amount                          
January 1, 2024     306,558,710     $ 438,239     $      -     $ -     $ 122,797     $ (1,216 )   $ (548,902 )   $ 10,918  
Issuance of shares and warrants under Registered Direct Offering, net of expenses     4,500,000       7,447       -       -       1,553       -       -       9,000  
Conversion of restricted share units, net of shares withheld for taxes     9,078,432       10,869       -       -       (10,869 )     -       -       -  
Shares issued as per At-the-Market Equity Distribution Agreement     3,251,588       4,866       -       -       -       -       -       4,866  
Exercise of stock options     715,772       1,891       -       -       (1,428 )     -       -       463  
Share purchase under Employee Share Purchase Plan     27,394       54       -       -       (30 )     -       -       24  
Share-based compensation and expenses settled with equity     -       -       -       -       19,129       -       -       19,129  
Foreign currency translation adjustment     -       -       -       -       -       13       -       13  
Net loss for the period     -       -       -       -       -       -       (65,882 )     (65,882 )
September 30, 2024     324,131,896     $ 463,366     $ -     $ -     $ 131,152     $ (1,203 )   $ (614,784 )   $ (21,469 )

 

   Common Shares   Preferred Shares   Special Shares   Additional Paid in Capital   Accumulated Other Comprehensive Loss   Deficit   Total 
Nine months ended September 30, 2023  Shares   Amount                         
January 1, 2023   266,812,131   $332,882   $     -   $-   $184,960   $(1,216)  $(475,121)  $41,505 
Exercise of stock options   120,000    144    -    -    (67)   -    -    77 
Exercise of warrant by Allseas   11,578,620    70,016    -    -    (69,900)   -    -    116 
Shares issued to Allseas   15,000,000    15,910    -    -    -    -    -    15,910 
Conversion of restricted share units, net of shares withheld for taxes   3,573,993    3,704    -    -    (3,674)   -    -    30 
Issuance of shares and warrants under Registered Direct Offering, net of expenses   7,961,540    11,349    -    -    3,179    -    -    14,528 
Share purchase under Employee Share Purchase Plan   83,572    94    -    -    (45)   -    -    49 
Share-based compensation and expenses settled with equity   -    -    -    -    9,715    -    -    9,715 
Net loss for the period   -    -    -    -    -    -    (40,322)   (40,322)
September 30, 2023   305,129,856   $434,099   $-   $-    124,168   $(1,216)  $(515,443)  $41,608 

 

 

 

 

TMC the metals company Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands of US Dollars)

(Unaudited)

 

    Nine months ended September 30,     Nine months ended September 30,  
    2024     2023    
Cash provided by (used in)                
                 
Operating activities                
Loss for the period   $ (65,882 )   $ (40,322 )
Items not affecting cash:                
Amortization     280       262  
Lease Expense     1,430       318  
Accrued interest on credit facilities     150       -  
Share-based compensation and expenses settled with equity     19,129       9,715  
Equity-accounted investment loss     197       475  
Change in fair value of warrants liability     (1,103 )     1,214  
Unrealized foreign exchange     (334 )     (24 )
Changes in working capital:                
Receivables and prepayments     (580 )     (2,393 )
Accounts payable and accrued liabilities     17,036       (13,633 )
Net cash used in operating activities     (29,677 )     (44,388 )
                 
Investing activities                
Acquisition of equipment and software     (465 )     (175 )
Net cash used in investing activities     (465 )     (175 )
                 
Financing activities                
Proceeds from registered direct offering     9,000       15,723  
Expenses paid for registered direct offering     (142 )     (779 )
Proceeds from Shares issued from ATM     4,866       -  
Proceeds from Drawdown of Credit Facilities     4,175       -  
Proceeds from Drawdown of Loan with Allseas Affiliate     2,000       -  
Repayment of Loan with Allseas Affiliate     (2,000 )     -  
Proceeds from Drawdown of Loan with Allseas     5,000       -  
Interest paid on amounts drawn from credit facilities     (73 )     -  
Proceeds from Low Carbon Royalties Investment     -       5,000  
Proceeds from employee stock plans     24       49  
Proceeds from exercise of stock options     463       77  
Proceeds from exercise of warrants by Allseas     -       116  
Proceeds from issuance of shares     -       30  
Net cash provided by financing activities     23,313       20,216  
                 
Decrease in cash   $ (6,829 )   $ (24,347 )
Impact of exchange rate changes on cash     347       24  
Cash - beginning of period     6,842       46,876  
Cash - end of period   $ 360     $ 22,553