0001104659-21-138609 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2021	Nov. 12, 2021
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	TMC the metals Co Inc.
Document Period End Date	Sep. 30, 2021
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39281
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		225,259,277
Entity Central Index Key	0001798562
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Shares, without par value
Document Information [Line Items]
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 Information [Line Items]
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

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current
Cash and cash equivalents	$ 112,640	$ 10,096
Receivables and prepayments	139	129
Total current assets	112,779	10,225
Non-current
Exploration contracts	43,150	43,150
Equipment	1,387	1,310
Total non-current assets	44,537	44,460
TOTAL ASSETS	157,316	54,685
Current
Accounts payable and accrued liabilities	28,343	4,316
Deferred acquisition costs		3,440
Total current liabilities	28,343	7,756
Non-current
Deferred tax liability	10,675	10,675
Warrant liability	11,623
TOTAL LIABILITIES	50,641	18,431
EQUITY
Common shares (unlimited shares, no par value - issued: 224,385,324 (December 31, 2020 - 189,493,593))	284,228	154,431
Preferred shares (unlimited share, no par value - issued: nil (December 31, 2020 - 509,459))		550
Additional Paid in Capital	108,022	45,347
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(284,359)	(162,858)
TOTAL EQUITY	106,675	36,254
TOTAL LIABILITIES AND EQUITY	$ 157,316	$ 54,685

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Common shares, no par value	$ 0	$ 0
Ordinary shares, issued	224,385,324	189,493,593
Preferred shares, no par value	$ 0	$ 0
Preference shares, shares issued	0	509,459
Class A special shares
Ordinary shares, issued	4,448,259
Class B special shares
Ordinary shares, issued	8,896,399
Class C special shares
Ordinary shares, issued	8,896,399
Class D special shares
Ordinary shares, issued	17,792,922
Class E special shares
Ordinary shares, issued	17,792,922
Class F special shares
Ordinary shares, issued	17,792,922
Class G special shares
Ordinary shares, issued	22,241,179
Class H special shares
Ordinary shares, issued	22,241,179
Class I special shares
Ordinary shares, issued	500,000
Class J special shares
Ordinary shares, issued	741,000

Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses
Exploration expenses	$ 23,848	$ 4,556	$ 80,181	$ 35,744
General and administrative expenses	13,334	2,192	41,138	3,818
Operating loss	37,182	6,748	121,319	39,562
Other items
Change in fair value of warrant liability	(878)		(878)
Foreign exchange loss	5	41	57	37
Interest expense (income)	342	(3)	1,003	(53)
Loss and comprehensive loss for the period	$ 36,651	$ 6,786	$ 121,501	$ 39,546
Loss per share
Loss per share Basic and diluted	$ 0.18	$ 0.04	$ 0.61	$ 0.23
Weighted average number of common shares outstanding - basic and diluted	205,248,258	186,432,173	198,092,309	175,631,164

Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common shares	Preferred shares	Special Shares	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Deficit	Total
Balance at Dec. 31, 2019	$ 79,824			$ 35,257	$ (1,216)	$ (106,227)	$ 8,188
Balance (in Shares) at Dec. 31, 2019	79,824	550
Common shares to be issued for exploration expenses (Note 6)				4,957			4,957
Private placements (net of financing costs)	$ 20,374						20,374
Financing cost							(26)
Financing cost (in shares)	(26)
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 5)							28,000
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 5) (in shares)	28,000
Common share options-payments (Note 10)	$ (396)			2,089			1,693
Common shares issued for services	24,746			(6,410)			18,336
Loss for the period						(39,546)	(39,546)
Balance at Sep. 30, 2020	$ 152,522	$ 550	$ 0	35,893	(1,216)	(145,773)	41,976
Balance (in Shares) at Sep. 30, 2020	152,522	550	0
Balance at Dec. 31, 2019	$ 79,824			35,257	(1,216)	(106,227)	8,188
Balance (in Shares) at Dec. 31, 2019	79,824	550
Exercise of stock options (Note 10)	$ 1,790
Private placements (net of financing costs)	20,374
Financing cost	(26)
Balance at Dec. 31, 2020	$ 154,431	$ 550	$ 0	45,347	(1,216)	(162,858)	36,254
Balance at Jun. 30, 2020				32,294	(1,216)	(138,987)	36,706
Balance (in Shares) at Jun. 30, 2020	144,065	550	0
Common shares to be issued for exploration expenses (Note 6)			$ 0	2,066			2,066
Private placements (net of financing costs)			0				8,531
Private placements (net of financing costs) (in shares)	8,531
Common share options-payments (Note 10)	$ (74)		0	1,533			1,459
Loss for the period			0			(6,786)	(6,786)
Balance at Sep. 30, 2020	$ 152,522	$ 550	$ 0	35,893	(1,216)	(145,773)	41,976
Balance (in Shares) at Sep. 30, 2020	152,522	550	0
Balance at Dec. 31, 2020	$ 154,431	$ 550	$ 0	45,347	(1,216)	(162,858)	36,254
Loss for the period							(84,850)
Balance at Jun. 30, 2021	188,901	550	0	72,541	(1,216)	(247,708)	13,068
Balance at Dec. 31, 2020	154,431	550	0	45,347	(1,216)	(162,858)	36,254
Exercise of stock options (Note 10)	14,297			(10,061)			4,236
Common shares to be issued for exploration expenses (Note 6)	25,664			(12,879)			12,785
Conversion of debentures (Note 7)	27,003						27,003
Common share options-payments (Note 10)				55,276			55,276
Common shares issued for services	1,296						1,296
Net equity from Business Combination (Note 4)	60,987			30,339			91,326
Conversion of preferred shares to common shares	550	(550)
Loss for the period						(121,501)	(121,501)
Balance at Sep. 30, 2021	284,228	0	0	108,022	(1,216)	(284,359)	106,675
Balance at Jun. 30, 2021	188,901	550	0	72,541	(1,216)	(247,708)	13,068
Exercise of stock options (Note 10)	6,039			(4,366)			1,673
Conversion of debentures (Note 7)	26,503						26,503
Common share options-payments (Note 10)				9,508			9,508
Common shares issued for services	1,248						1,248
Net equity from Business Combination (Note 4)	60,987			30,339			91,326
Conversion of preferred shares to common shares	550	(550)
Loss for the period						(36,651)	(36,651)
Balance at Sep. 30, 2021	$ 284,228	$ 0	$ 0	$ 108,022	$ (1,216)	$ (284,359)	$ 106,675

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash resources provided by (used in) Operating Activities:
Loss for the period	$ (121,501)	$ (39,546)
Items not affecting cash:
Amortization	324	421
Expenses settled in share-based payments	69,357	16,653
Interest on convertible debentures	1,003
Change in fair value of warrant liability	(878)
Unrealized foreign exchange	(31)	(1)
Changes in working capital:
Receivables and prepayments	(8)	(65)
Accounts payable and accrued liabilities	23,395	1,188
Net cash used in operating activities	(28,339)	(21,350)
Cash resources provided by (used in) Investing activities
Acquisition of exploration contract	(3,440)	(607)
Acquisition of equipment	(402)
Net cash used in investing activities	(3,842)	(607)
Cash resources provided by (used in) Financing Activities:
Exercise of stock options	4,236
Proceeds from issuance of convertible debentures	26,000
Proceeds from issuance of common shares (net of fees and other costs)		20,348
Proceeds from Business Combination (net of fees and other costs)	104,465
Net cash provided by financing activities	134,701	20,348
Net change in cash and cash equivalents	102,520	(1,609)
Impact of exchange rate changes on cash and cash equivalents	24	(4)
Cash and cash equivalents - beginning of period	10,096	15,951
Cash and cash equivalents - end of period	$ 112,640	$ 14,338

Nature of Operations

9 Months Ended

Sep. 30, 2021

Nature of Operations

Nature of Operations

1.Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”), formerly known as Sustainable Opportunities Acquisition Corporation (“SOAC”), 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. On September 9, 2021, the Company completed its business combination (the “Business Combination”) with DeepGreen Metals Inc. (“DeepGreen”) (Note 4). The Company’s corporate office, registered address and records office is located at 10^th 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. In connection with closing of the Business Combination, DeepGreen merged with a wholly-owned subsidiary of SOAC and became a wholly-owned subsidiary of the Company. DeepGreen was determined to be the accounting acquirer and therefore, the prior period financial information represents the financial condition and operating results of DeepGreen.

The Company is a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone of the Pacific Ocean (“CCZ”), located about 1,300 nautical miles south-west of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) critical for the transition to clean energy and infrastructure buildout. The Company is considered to have mining operations and mining properties in accordance with regulations of the U.S. Securities and Exchange Commission (“SEC”).

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (the “ISA”), an intergovernmental organization established in 1994 pursuant to the United Nations Convention on the Law of the Sea (“UNCLOS”). ISA contracts are granted to sovereign states or have to be sponsored by a sovereign state. The Company’s wholly-owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an 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 km² in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract by the ISA in January 2012 and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 km² in the CCZ (“TOML Area”) under the sponsorship of Kingdom of Tonga (“Tonga”). 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 km² in the CCZ (“Marawa Area”). The Company entered into an option agreement with Marawa to purchase such tenements granted to exclusively collect nodules from the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner, Allseas Group S.A. (“Allseas”), to develop a system to collect, lift and transport nodules from the seafloor to shore and with its strategic partner, Maersk Supply Service A/S (“Maersk”) to undertake resource definition and environmental baseline campaigns.

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, 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.

Since March 2020, several measures have been implemented by the governments in Canada, the United States of America (“US”), Australia, and the rest of the world in the form of office closures and limiting the movement of personnel in response to the increased impact from the novel coronavirus (“COVID-19”). While the impact of COVID-19 has not been significant to the Company’s business operations to date, the current circumstances are dynamic and may negatively impact the Company’s business operations, exploration and development plans, results of operations, financial position, and cash flows.

Restatement of Previously Issued Quarterly Financial Statements

9 Months Ended

Sep. 30, 2021

Restatement of Previously Issued Quarterly Financial Statements

Restatement of Previously Issued Quarterly Financial Statements

2.Restatement of Previously Issued Quarterly Financial Statements

The Company has restated its financial statements as of and for the three month period ended March 31, 2021, and as of and for the six month period ended June 30, 2021 (the “Affected Periods”) in this Quarterly Report on Form 10-Q. The restatement resulted from the following items identified while preparing the condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021:

(a)

certain invoices for exploration expenses were not appropriately accrued as of June 30, 2021, resulting in a $2.7 million understatement of each of exploration expenses and accounts payable and accrued liabilities as of and for the six month period ended June 30, 2021; and

(b)

the Company’s expensing of options granted in the first quarter of 2021 under the Company's Short-Term Incentive Plan (“STIP”) based on the grantee’s historical start date with the Company rather than the grant date of the options on March 4, 2021, as required by US Generally Accepted Accounting Principles (“US GAAP”), resulting in a $1.8 million overstatement of stock-based compensation expenses as of and for the three month period ended March 31, 2021, and $0.3 million understatement and $1.5 million overstatement of stock-based compensation expenses as of and for the six month period ended June 30, 2021, respectively.

Therefore, the Company is restating its financial statements for the Affected Periods (the “Restatement”).

The Company considered the guidance in Accounting Standard Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, and ASC Topic 250-10-S99-1, Assessing Materiality and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, in evaluating whether the Company’s previously issued quarterly financial statements were materially misstated. The Company concluded the items set forth above were not material individually or in the aggregate to the quarterly financial statements presented for the Affected Periods. Therefore, amendments of the previously filed report and registration statements in which such quarterly financial statements were included was not required. The following summarizes the effect of the Restatement on each financial statement line item for each period presented.

Condensed Consolidated Balance Sheets


		As at March 31,	As at June 30,
		2021	2021
Accounts payable and accrued liabilities	As previously reported	6,430	9,033
	Adjustments¹	—	2,663
	As restated	6,430	11,696

Total liabilities	As previously reported	44,075	45,869
	Adjustments¹	—	2,663
	As restated	44,075	48,532

Additional paid in capital	As previously reported	63,576	74,069
	Adjustments²	(1,848)	(1,528)
	As restated	61,728	72,541

Deficit	As previously reported	(220,416)	(246,573)
	Adjustments^1,2	1,848	(1,135)
	As restated	(218,568)	(247,708)

Total shareholders' equity	As previously reported	25,631	15,731
	Adjustments¹	—	(2,663)
	As restated	25,631	13,068

Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021.

Reflects decrease of $1.8 million and $1.5 million of stock-based compensation expenses for the three months ended March 31, 2021 and six months ended June 30, 2021, respectively.

Condensed Consolidated Statements of Loss and Comprehensive Loss


		Three Months Ended	Three Months Ended	Six Months Ended
		March 31, 2021	June 30, 2021⁴	June 30, 2021
Exploration expenses	As previously reported	39,364	15,372	54,736
	Adjustments^1,2	(1,257)	2,854	1,597
	As restated	38,107	18,226	56,333

General and administrative expenses	As previously reported	17,955	10,311	28,266
	Adjustments³	(591)	129	(462)
	As restated	17,364	10,440	27,804

Operating loss	As previously reported	57,319	25,683	83,002
	Adjustments^1,2,3	(1,848)	2,983	1,135
	As restated	55,471	28,666	84,137

Loss and comprehensive loss for the period	As previously reported	57,558	26,157	83,715
	Adjustments^1,2,3	(1,848)	2,983	1,135
	As restated	55,710	29,140	84,850

Loss per share - Basic and diluted	As previously reported	0.30	0.13	0.43
	Adjustments^1,2,3	(0.01)	0.02	0.01
	As restated	0.29	0.15	0.44

Reflects decrease of $1.3 million for the three months ended March 31, 2021 and increase of $0.2 million and decrease of $1.1 million for the three and six months ended June 30, 2021, respectively, related to stock-based compensation expense.

Reflects increase of $2.7 million to accrue for certain exploration invoices for the three and six months ended June 30, 2021.

Reflects decrease of $0.6 million for the three months ended March 31, 2021 and increase of $0.1 million and decrease of $0.5 million for the three and six months ended June 30, 2021, respectively, related to stock-based compensation expense.

Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Condensed Consolidated Statements of Changes in Equity


		As at March 31,	As at June 30,
		2021	2021
Additional paid in capital	As previously reported	63,576	74,069
	Adjustments¹	(1,848)	(1,528)
	As restated	61,728	72,541

Deficit	As previously reported	(220,416)	(246,573)
	Adjustments^1,2	1,848	(1,135)
	As restated	(218,568)	(247,708)

Total shareholders' equity	As previously reported	25,631	15,731
	Adjustments²	—	(2,663)
	As restated	25,631	13,068

Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense.

Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021.

Condensed Consolidated Statements of Cash Flows


		Three Months Ended	Six Months Ended
		March 31, 2021	June 30, 2021
Loss for the period	As previously reported	(57,558)	(83,715)
	Adjustments^1,2	1,848	(1,135)
	As restated	(55,710)	(84,850)

Expenses settled in share-based payments	As previously reported	45,059	60,128
	Adjustments¹	(1,848)	(1,528)
	As restated	43,211	58,600

Accounts payable and accrued liabilities	As previously reported	2,114	4,719
	Adjustments²	—	2,663
	As restated	2,114	7,382

Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense.

Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3.Summary of Significant Accounting Policies

Basis of Presentation

These unaudited condensed consolidated financial statements are prepared in accordance with US GAAP for interim financial statements. Accordingly, certain information and footnote disclosures required by US GAAP have been condensed or omitted in these unaudited condensed consolidated 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, 2021 or for any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2020. The Company has applied the same accounting policies as in the prior year, except as disclosed below.

All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 4).

Basis of Measurement

These unaudited condensed consolidated financial statements have been prepared under the historical cost convention and are presented in US dollars.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, accounting for the acquisition of TOML, the valuation of common share-based payments, including valuation of the incentive stock options (Note 10) and the common shares issued to Maersk (Notes 6 and 9), as well as the valuation of warrant liability (Note 8). Actual results could differ materially from those estimates.

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 nine months ended September 30, 2021 and 2020.

As of September 30, 2021 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable and accrued expenses and deferred acquisition costs, approximate their fair values due to the short-term nature of these instruments.

Warrant Liabilities

The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liability from Equity, and ASC 815, Derivatives and Hedging. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Prior to the Business Combination, SOAC issued 15,000,000 common share warrants (“Public Warrants”) as part of the units offered in its initial public offering and, simultaneously with the closing of initial public offering, SOAC issued an aggregate of 9,500,000 private placement common share warrants (“Private Warrants”) in a private placement. For accounting purposes, the Company was considered to have issued the Public and Private Warrants as part of the Business Combination (Note 4).

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 based on consideration of the implied volatility from the Company’s Public Warrants market price.

Recent Accounting Pronouncements Issued and Adopted

Accounting for Debt with Conversion and Other Options

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”, which simplifies the accounting for convertible instruments by reducing the number of accounting models and requiring that a convertible instrument be accounted for as a single liability measured at amortized cost. Further, ASU 2020-08 amended the earnings per share guidance by requiring the diluted earnings per share calculation for convertible instruments to follow the if-converted method, with the use of the treasury stock method no longer permitted. The ASU 2020-08 is effective for fiscal periods after December 15, 2021, with early adoption permitted, but no earlier than fiscal years and interim periods within those fiscal years, beginning after December 15, 2020. The ASU 2020-08 allows either a modified retrospective method of transition or a fully retrospective method of transition, with any adjustments recognized as an adjustment to the opening balance of deficit. The Company adopted this standard on January 1, 2021. The standard did not have any impact on the Company’s historical financial statements but was applied to recognize the impact of the convertible debentures issued during February 2021 (Note 7).

Business Combination

9 Months Ended

Sep. 30, 2021

Business Combination

Business Combination

4.Business Combination

On March 4, 2021, SOAC and DeepGreen entered into a business combination agreement (“BCA”) in which SOAC would combine with DeepGreen, relist on the Nasdaq and SOAC would be renamed to TMC. The Business Combination was consummated on September 9, 2021, whereby SOAC acquired all of the outstanding common shares of DeepGreen.

Pursuant to the BCA, shareholders of DeepGreen exchanged their DeepGreen common shares at a ratio of 1.157862 TMC common shares per DeepGreen common share (“Exchange Ratio”) and received approximately 203.9 million TMC common shares and a total of 120.1 million Class A to H special shares (“Special Shares”). Each class of Special Shares automatically convert to TMC common shares if TMC common shares trade at a price on any twenty trading days within any thirty trading day period that is greater than or equal to the specific trigger price for the respective class of Special Share. The trigger prices range from $15 per share to $200 per share. Additionally, existing DeepGreen options were automatically adopted by TMC (the “Rollover Options”) after application of the Exchange Ratio to both the underlying number of common shares and the exercise price. These Rollover Options did not change in value as a result of the Business Combination. The Rollover Options also entitle holders thereof to a pro-rata portion of up to an aggregate of 14.9 million Special Shares if exercised. Lastly, the warrants granted to Allseas to acquire 10 million DeepGreen common shares at a nominal value (the “Allseas Warrant”) have been assumed by TMC and have become warrants to purchase 11.6 million TMC common shares, in accordance with its terms.

Below is a summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued:


Special Share Class	A	B	C	D	E	F	G	H
Share Trigger price ($)	15	25	35	50	75	100	150	200
Special Shares (million)	5	10	10	20	20	20	25	25

In connection with the Business Combination, the SOAC sponsors were entitled to additional 0.5 million Class I Special Shares and 0.7 million Class J Special Shares which are convertible to TMC common shares if TMC common shares trade for a price on any twenty trading days within any thirty trading day period that is greater than or equal to $50.00 per share and $12.00 per share, respectively.

The following table reconciles the cash proceeds from the Business Combination:


Cash proceeds from SOAC	$	27,328
Cash proceeds from sale of equity securities		110,300
Gross cash received by TMC from Business Combination		137,628
Less: Transaction costs settled in cash		(33,163)
Net contributions from Business Combination	$	104,465

In addition to the amounts above, the Company incurred $8.7 million of transaction costs which were settled by issuance of 873,953 common shares on October 7, 2021. As at September 31, 2021, these transaction costs were offset against proceeds with the unissued shares being recorded in additional paid in capital.

Prior to the Business Combination, SOAC had 30.0 million shares of Class A common stock with a par value of $0.0001 per share (“SOAC Class A Shares”) outstanding and 7.5 million shares of Class B common stock with a par value of $0.0001 per share (“SOAC Class B Shares”) held by Sustainable Opportunities Holdings LLC (the “Sponsor”).

In connection with the Business Combination, 27.3 million SOAC Class A Shares were redeemed by public shareholders. On September 9, 2021, each remaining issued and outstanding share of SOAC Class A Shares automatically converted, on a one-for-one basis, into TMC common shares and 6.8 million outstanding shares of SOAC Class B Shares automatically converted, on a one-for-one basis, into TMC common shares and 0.7 million outstanding shares of SOAC Class B Shares converted into Class J Special Shares. The TMC common shares also changed from having a par value of $0.0001 per share to no par value.

The number of TMC common shares issued immediately following the consummation of the Business Combination is summarized as follows:


		Number of
Shares by type		shares
SOAC Class A shares outstanding prior to the Business Combination		30,000,000
Less: Redemption of SOAC Class A shares		(27,278,657)
SOAC Class A shares outstanding and converted to TMC common shares		2,721,343
Shares issued in the Private Investment in Public Equity (“PIPE”)		11,030,000
Conversion of SOAC Class B shares to TMC common shares		6,759,000
Shares issued to SOAC and PIPE investors		20,510,343
Shares issued to the DeepGreen shareholders		203,874,981
Total TMC common shares outstanding at close of Business Combination		224,385,324

The Company incurred transaction costs related to the Business Combination of approximately $46.8 million, of which $0.6 million and $4.9 million, incurred prior to the closing of the Business Combination becoming probable, are included in general and administrative expenses on the consolidated statements of loss and other comprehensive loss for the three and nine months ended September 30, 2021, respectively. The remaining $41.9 million of transaction costs were capitalized to common shares on the condensed consolidated balance sheet as of September 30, 2021.

The Business Combination was accounted for as a reverse acquisition with no goodwill or intangible assets being recorded. As SOAC had no operations, the net assets acquired were recorded at their historical cost. Adjustments related to the Business Combination including consideration paid to DeepGreen shareholders and any other adjustments to the eliminate the historical equity of SOAC and recapitalize the equity of DeepGreen were recorded to common shares to reflect the effective issuance of common shares to SOAC and PIPE investors in the Business Combination.

TOML Acquisition

9 Months Ended

Sep. 30, 2021

TOML Acquisition

TOML Acquisition

5.TOML Acquisition

On March 31, 2020, the Company entered into an acquisition agreement to acquire the polymetallic nodules business unit of TOML and other entities in the group (the “TOML Group”) from Deep Sea Mining Finance Ltd. (“DSMF”) (the “TOML Acquisition”). Total purchase price of the TOML Acquisition, before transaction costs, was $32.0 million. TOML holds an ISA exploration contract in the CCZ ("TOML Exploration Contract") and some exploration related equipment. The TOML Group also holds various patents and an application right with respect to a prospecting exploration contract in Kiribati.

The purchase price of $32.0 million was settled through initial cash payments in two tranches of $0.25 million each (paid on March 31, 2020 and May 31, 2020, respectively), issuance of 9,005,595 common shares after adjustment for the Exchange Ratio, $0.1 million payment to the ISA on behalf of DSMF and deferred consideration of $3.4 million which was to be paid on January 31, 2021. The common share consideration paid by the Company was valued at $3.11 per common share, after adjustment for the Exchange Ratio, based on the private placements completed by DeepGreen around the time of the TOML Acquisition, for a total of $28.0 million.

The Company had the option of settling the deferred consideration in either cash or common shares of the Company at its sole discretion. In January 2021, the arrangement with DSMF was amended to pay the entire deferred consideration with cash. The deferred consideration was fully settled on June 30, 2021.

The Company incurred legal and regulatory fees to complete the acquisition totalling $47 thousand.

The Company determined that the value of TOML Acquisition was substantially concentrated in the TOML Exploration Contract and therefore considered this to be an acquisition of a group of connected assets rather than an acquisition of business. Consequently, the total cost of the transaction was primarily allocated to exploration contracts.

The net assets acquired as part of the TOML Acquisition were as follows:


Net assets acquired		$

Cash payments		560
Common shares issued (9,005,595 common shares @ $3.11, after adjustment for the Exchange Ratio)		28,000
Transaction costs paid		47
Deferred consideration		3,440
Total acquisition cost		32,047
Allocated to:
Equipment		21
Exploration contracts (Note 6)		42,701
Deferred tax liability¹		(10,675)
Net assets acquired		32,047

A deferred tax liability was recognized by the Company on acquisition related to differences between the book value and the tax basis of the TOML exploration contract.

Exploration Contracts

9 Months Ended

Sep. 30, 2021

Exploration Contracts.

Exploration Contracts

6. Exploration Contracts

Significant Exploration Agreements

NORI Exploration Contract:

The Company’s wholly-owned subsidiary, NORI, was granted the NORI Exploration Contract on July 22, 2011 under the sponsorship of Nauru. The contract application fee was $0.3 million, and provides NORI with exclusive rights to explore for polymetallic nodules in the NORI Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms (Note 13) and provides NORI with the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.

NORI has a right to renounce, without penalty, in whole or part of its rights in the NORI Area at any time and therefore does not have a fixed commitment with relation to the NORI Exploration Contract (Note 13).

Marawa Agreements:

Marawa was granted the Marawa Exploration Contract on May 30, 2012. The Marawa Exploration Contract provides Marawa with exclusive rights to explore for polymetallic nodules in the Marawa Area for an initial term of 15 years (subject to renewal for successive five-year periods) subject to complying with the exploration contract terms and the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.

On March 17, 2012, the Company’s wholly-owned subsidiary, DeepGreen Engineering Pte. Ltd. (“DGE”), entered into an Option Agreement (“Marawa Option Agreement”) with Marawa and Kiribati. Under the amended Marawa Option Agreement dated October 1, 2013, DGE paid an option fee of $0.3 million to acquire the right to purchase tenements, as may be granted to Marawa by the ISA or any other regulatory body, for the greater of $0.3 million or the value of any amounts owing to DGE by Marawa. The exercise period for the option is a maximum of 40 years after the date of the execution of the amended Marawa Option Agreement.

On October 1, 2013, DGE also entered into a services agreement (“Marawa Services Agreement”) with Marawa and Kiribati, which grants DGE the exclusive right to carry out all exploration and collection in the Marawa Area. Under the Marawa Services Agreement, DGE will pay to the ISA, on behalf of Marawa, the following: $47 thousand annual exploration fees, ISA royalties and taxes, and the ISA exploitation application fee of $0.3 million. In addition, DGE will ensure that the activities carried out in the Marawa Area by DGE and any other service contractor complies with the ISA regulations and any other required regulations.

The Marawa Services Agreement grants DGE the right to recover any and all polymetallic nodules from the Marawa Area by paying Kiribati a royalty per wet tonne of polymetallic nodules collected (adjusted for inflation from October 1, 2013 onwards).

DGE has the right to terminate the Marawa Services Agreement at its sole discretion by giving written notice to Marawa and Kiribati, and such termination shall take effect two months following the date of the termination notice, provided that DGE shall pay to the ISA on behalf of Marawa the fees or payments legally owed to the ISA by Marawa (including the annual ISA exploration fee and ISA royalties and taxes) that are outstanding at the date of termination or that are incurred within 12 months after the date of such termination. There are no other longer-term commitments with respect to the Marawa Option Agreement and the Marawa Services Agreement.

As at September 30, 2021, Marawa had no amounts owing to DGE under the Marawa Services Agreement and no purchase tenements had been granted to Marawa.

TOML Exploration Contract:

TOML was granted the TOML Exploration Contract on January 11, 2012 under the sponsorship of Tonga. The TOML Exploration Contract provides TOML with exclusive rights to explore for polymetallic nodules in the TOML Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms and a priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.

Strategic Partnerships

Marine Vessel Services:

Effective March 15, 2017, the Company entered into a strategic partnership with Maersk to undertake the exploration, environmental baseline and offshore testing required to support development of pre-feasibility studies for economic production of polymetallic nodules from the CCZ. Under the agreement, Maersk provides marine vessel services and project management services, enabling TMC to undertake the various offshore campaigns to support required pre-feasibility studies. During these offshore campaigns, TMC undertook baseline studies required to complete an Environmental and Social Impact Assessment (“ESIA”), collected nodules for metallurgical test work and collected samples and survey data for resource evaluation. Prior to February 5, 2021, the costs related to the marine vessel use were settled through the issuance of DeepGreen common shares, the number of which was based on a contractual price of $1.08 per common share, after adjustment for the Exchange Ratio. Project management services provided by Maersk for managing these offshore campaigns are paid in cash.

Common shares transactions with Maersk since the inception of the strategic partnership were as follows:


	Marine vessel	Common	Fair value per	Marine vessel
	cost invoiced	shares issued	common share	cost recognized
Year of Service	$		$¹	$
2017/2018	2,566	2,376,396	0.65	1,539
2018	4,594	4,255,215	1.51	6,431
2019	5,615	5,201,561	3.11	16,173
2019/2020	5,120	4,742,615	3.11	14,746
2020/2021 ²	4,583	4,245,031	6.05	25,664
	22,478	20,820,818		64,553

The fair value of the common shares was determined based on the private placements completed by DeepGreen around the time of common shares issued to Maersk, including the application of weighted average probability for the closing of the Business Combination. The number of common shares issued was based on a contractual price of $1.08 per common share, after adjustment for the Exchange Ratio.

During the nine months ended September 30, 2021, the Company issued 4,245,031 common shares, after adjustment for the Exchange Ratio, to Maersk of which 4,142,270 common shares, after adjustment for the Exchange Ratio, pertained to the marine vessel use during the year ended December 31, 2020. These DeepGreen common shares were recognized at their estimated fair value of $6.05 per common share, after adjustment for the Exchange Ratio (December 31, 2020 - $3.11 per common share, after adjustment for the Exchange Ratio).

As at September 30, 2021, Maersk owned 20.8 million TMC common shares (December 31, 2020 – 16.6 million TMC common shares after adjustment for the Exchange Ratio) which constituted 9.3% (December 31, 2020 – 8.8%) of the total common shares outstanding. Maersk is considered a related party to the Company.

Total cost incurred to Maersk for offshore campaigns during the three and nine months ended September 30, 2021 amounted to $4.8 million and $29.5 million, respectively (three months and nine months ended September 30, 2020 - $2.3 million and $17.9 million, respectively).

On March 4, 2021, the agreement with Maersk was amended whereby all costs incurred on or after February 5, 2021 pertaining to the use of the marine vessel would be paid in cash rather than through issuance of common shares. The amended agreement is in place until January 8, 2022, at which point the parties will negotiate any potential future offshore engagements on a case-by-case basis.

As at September 30, 2021, TMC had outstanding payables to Maersk of $9.3 million (December 31, 2020 - $1.8 million) included within accounts payable and accrued liabilities.

Strategic Alliance with Allseas Pilot Mining Test Project

On March 29, 2019, TMC and Allseas entered into a Strategic Alliance Agreement (“SAA”) with the objective to develop and operate commercial nodule collection systems in the Company’s contract areas. The SAA included the intent to develop and deploy a Pilot Mining Test System (“PMTS”), the successful completion of which would support TMC’s application for an exploitation contract with the ISA. Allseas committed to a fixed price development contract and would own all intellectual property used and generated in the development of the PMTS. Upon successful completion of the PMTS, TMC and Allseas have also agreed to enter into a nodule collection and shipping agreement whereby Allseas would provide commercial services for the collection of the first 200 million metric tonnes of polymetallic nodules on a cost plus 50% profit basis. Under the terms of the SAA, Allseas subscribed for and ultimately received 7.7 million common shares for a total of $20.0 million paid in cash to the Company.

On July 8, 2019, as contemplated by the SAA, TMC and Allseas entered into the PMTS agreement (“PMTS Agreement”) which governs the terms, design specifications, procedures, and timetable under which Allseas agreed to complete the PMTS. Under the PMTS Agreement, in exchange for Allseas’ development efforts, upon successful delivery of the PMTS by Allseas, TMC agreed to pay Allseas: (a) $30.0 million in cash and (b) issue 11.6 million common shares.

Contract Amendments

On February 29, 2020, the original PMTS Agreement was amended to recognize the acquisition by Allseas of the Hidden Gem, a former drillship to be converted into a surface production vessel that would first be used as part of PMTS, and later as part of the commercial production system. TMC paid an additional: (a) $10.0 million in cash and (b) $10.0 million by issuing 3.2 million common shares valued at $3.11 per share.

On March 4, 2021 and June 30, 2021, TMC and Allseas further amended the original PMTS Agreement whereby, instead of issuing 11.6 million common shares upon successful delivery of the PMTS, TMC issued the Allseas Warrant. The Allseas Warrant will vest and become exercisable upon successful completion of the PMTS and will expire on September 30, 2026. A maximum of 11.6 million warrants to purchase common shares will vest if the PMTS is completed by September 30, 2023, gradually decreasing to 5.8 million warrants to purchase common shares if the PMTS is completed after September 30, 2025. Since the Allseas Warrant vests upon the achievement of a performance condition, being the completion of the PMTS, under US GAAP, the vesting of the Allseas Warrant was not determined to be probable as at September 30, 2021. No expense or liability has been recorded as at and for the nine month period ended September 30, 2021.

The amendment on March 4, 2021 stipulated that if the market price of the TMC common shares on June 1, 2022 is higher than $12.95 per common share, the aggregate value of the common shares underlying the Allseas Warrant above $150 million as at June 1, 2022 will automatically become a commercial credit from Allseas to TMC equal to the excess value. This commercial credit will be effective on the vesting date of the Allseas Warrant and the Company will be able to exchange this excess value for any future goods and services from Allseas under the nodule collection and shipping contract for one year after commercial production. There can be no assurance that such future goods and services from Allseas will occur.

The 2021 contract amendments also restructured the original $30.0 million lump sum cash payment upon successful delivery of the PMTS to:

●

$10 million within 10 business days of the closing of the Business Combination and Allseas providing confirmation of placing an order for certain equipment and demonstrating certain progress on construction of the PMTS;

●

$10 million on the later of (i) January 1, 2022, and (ii) confirmation of successful completion of the North Sea drive test; and

●

$10 million upon successful completion of the PMTS.

As at September 30, 2021, Allseas has successfully reached the first progress milestone by confirming the order of certain equipment and demonstrating certain progress on construction of the PMTS and the Business Combination was completed. Accordingly, the first $10 million payment was paid to Allseas on October 5, 2021.

The Company accounts for the first two milestone payments in accordance with ASC 730, Research and Development, as these payments represented progress payments. Accordingly, the Company expenses the payments according to when the services are performed. The research and development related services commenced in July 2019 and are expected to be performed through January 2023. Therefore, the Company records the expense on a straight-line basis over the life of the contract which resulted in total expense of $12.9 million recorded within exploration expenses for the three and nine months ended September 30, 2021. The third milestone payment is determined to be a milestone and is accounted for in accordance with ASC 450, Contingencies. The Company will record the expense and liability when the milestone becomes probable. The Company has not recorded a liability as of September 30, 2021.

As at September 30, 2021, Allseas owned 16.2 million TMC common shares (December 31, 2020 – 14.2 million TMC common shares) which constituted 7.2% (December 31, 2020 – 7.5%) of total common shares outstanding. The total share ownership included 3.2 million shares issued in a private placement in June 2020. Allseas is considered a related party to the Company.

Exploration Expenses

The detail of exploration expenses is as follows:


		NORI	Marawa	TOML
For the three months ended		Exploration	Option	Exploration
September 30, 2021	General	Contract	Agreement	Contract	Total
Exploration labor	—	483	198	168	849
Offshore campaigns	—	4,352	544	544	5,440
Common share options-based payments (Note 10)	—	1,578	594	860	3,032
Amortization	—	127	—	1	128
External consulting	10	564	118	112	804
Travel, workshop and other	—	592	27	76	695
PMTS	—	10,244	1,376	1,280	12,900
	10	17,940	2,857	3,041	23,848


		NORI	Marawa	TOML
For the three months ended		Exploration	Option	Exploration
September 30, 2020	General	Contract	Agreement	Contract	Total
Exploration labor	—	423	181	166	770
Offshore campaigns	—	2,089	261	261	2,611
Common share options-based payments (Note 10)	—	148	87	45	280
Amortization	—	139	—	2	141
External consulting	17	397	127	150	691
Travel, workshop and other	—	45	9	9	63
	17	3,241	665	633	4,556


		NORI	Marawa	TOML
For the nine months ended		Exploration	Option	Exploration
September 30, 2021	General	Contract	Agreement	Contract	Total
Exploration labor	—	1,330	552	507	2,389
Offshore campaigns	—	23,365	2,864	2,864	29,093
Common share options-based payments (Note 10)	—	16,680	6,925	6,972	30,577
Amortization	—	321	-	3	324
External consulting	10	2,648	538	559	3,755
Travel, workshop and other	—	841	120	182	1,143
PMTS	—	10,244	1,376	1,280	12,900
	10	55,429	12,375	12,367	80,181


		NORI	Marawa	TOML
For the nine months ended		Exploration	Option	Exploration
September 30, 2020	General	Contract	Agreement	Contract	Total
Exploration labor	—	1,171	566	309	2,046
Offshore campaigns	—	13,875	2,786	771	17,432
PMTS	—	9,333	1,167	1,167	11,667
Common share options-based payments (Note 10)	—	265	171	45	481
Amortization	—	417	—	4	421
External consulting	38	1,935	464	386	2,823
Travel, workshop and other	—	617	181	76	874
	38	27,613	5,335	2,758	35,744

Convertible Debentures

9 Months Ended

Sep. 30, 2021

Convertible Debentures

Convertible Debentures

7.Convertible Debentures

In February 2021, the Company issued a total of $26 million of convertible debentures. The convertible debentures had an interest rate of 7.0% per annum, compounded annually, and had a maturity date that is 24 months from the date of issuance. The debentures were convertible into shares of the Company at anytime at the conversion price of $8.64 per common share after adjustment for the Exchange Ratio. Unless any accrued interest was converted prior to the maturity date, all accrued and unpaid interest was payable at the maturity date in TMC common shares at a conversion price of $8.64 per common share after adjustment for the Exchange Ratio.

The terms of the convertible debentures provided that in the event that the Company completed the Business Combination (Note 4) or another change of control transaction at any time prior to the maturity date, the debenture value would be automatically converted into the common shares at the conversion price immediately prior to the Business Combination or the change of control transaction. If the debentures, or any portion thereof, were not converted by the holder upon the earlier of the maturity date or the completion of the Business Combination or the change of control transaction, the outstanding debenture value would automatically convert into the common shares at the conversion price of $8.64 per common share, after adjustment for the Exchange Ratio.

On February 18, 2021, convertible debentures with a principal amount of $0.5 million were converted into 57,894 common shares of the Company, after adjustment for the Exchange Ratio.

During the three and nine months ended September 30, 2021, the Company accrued $0.3 million and $1.0 million as interest expense on the convertible debentures, respectively.

On September 9, 2021, the Company issued 3,068,673 common shares, after adjustment for the Exchange Ratio, upon conversion of the outstanding debentures consisting of $25.5 million and $1.0 million of principal and accrued interest, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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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
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Warrant Liability

9 Months Ended

Sep. 30, 2021

Warrant Liability.

Warrant Liability

8.Warrant Liability

The Company accounts for the Public and Private Warrants in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity, and the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SEC Statement”), under which the Public Warrants are determined to meet the criteria for equity classification, while the Private Warrants do not meet the criteria for equity classification and must be recorded as liabilities. Specifically, the terms of the Private Warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a Private Warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the Private Warrants from being classified in equity and should be classified as a liability. Accordingly, the Company classified the Private Warrants as liabilities measured at fair value and adjusts the Private Warrants to their fair value at the end of each reporting period. The warrant liability is subject to re-measurement at each balance sheet date until exercised with any changes in fair value being recognized in the Company’s statement of loss and comprehensive loss.

Public Warrants

Each whole Public Warrant entitles the holder to purchase one TMC common share at a price of $11.50 per share beginning on October 9, 2021. As at September 30, 2021, 15,000,000 Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. Public Warrant holders do not have the rights or privileges of holders of common shares nor any voting rights until they exercise their warrants and receive common shares.

The Company will not be obligated to deliver any common shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933 (“Securities Act”) with respect to the common shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants will be exercisable and the Company will not be obligated to issue a common share upon exercise of a Public Warrant unless the common share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrants. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the common share underlying such unit. On October 7, 2021, the Company filed a Registration Statement on Form S-1 with respect to the common shares underlying the Public Warrants, as well as the Private Warrants, which was declared effective by the SEC on October 22, 2021.

The Company may call the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption in certain circumstances, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, by surrendering the Public Warrants for a number of common shares per warrant equal to the lesser of:

●

the quotient obtained by dividing (x) the product of the number of common shares underlying such warrant, multiplied by the excess of the average reported closing price of common shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders (“Fair Market Value”) over the warrant price by (y) the Fair Market Value, and

●

0.365.

Private Warrants

As at September 30, 2021, 9,500,000 Private Warrants were outstanding. The Private Warrants (including the common shares issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until October 9, 2021, except to permitted transferees. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees:

(i)

the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and

(ii)

the Private Warrants are not redeemable by the Company.

The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, if not held by the Sponsor or any of its permitted transferees, provided that the other conditions of such redemption are met, as described above. If holders of the Private Warrants elect to exercise the warrants on a cashless basis, the holder would pay the exercise price by surrendering their Private Warrants for a number of common shares equal to:

●

the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants, multiplied by the excess of the average reported closing price of the common shares for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent (“fair market value”) over the exercise price of the warrants by (y) the fair market value.

If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants are redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Private Warrants under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, in conjunction with the SEC Statement, and concluded that they do not meet the criteria to be classified in shareholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability.

The following table presents the changes in the fair value of warrant liabilities:


	Private
	Warrants
Warrant liability as at September 9, 2021	$	12,501
Gain on change in fair value of warrant liability		(878)
Warrant liability as at September 30, 2021	$	11,623

There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and nine months ended September 30, 2021.

The fair value of the Private Warrants were estimated with the following assumptions:


	As of
	September 30,
	2021
Exercise price	$	11.50
Stock price	$	4.57
Volatility		58	%
Term		4.9 years
Risk-free rate		1.0	%
Dividend yield		0.0	%

Common Shares

9 Months Ended

Sep. 30, 2021

Common Shares

Common Shares

9.Common Shares

Authorized and Issued

As at September 30, 2021, the authorized, issued and outstanding common shares and Special Shares of the Company are as follows:


		Issued and
	Authorized	Outstanding
Common shares	Unlimited, with no par value	224,385,324

Class A Special Shares	5,000,000, with no par value	4,448,259

Class B Special Shares	10,000,000, with no par value	8,896,399

Class C Special Shares	10,000,000, with no par value	8,896,399

Class D Special Shares	20,000,000, with no par value	17,792,922

Class E Special Shares	20,000,000, with no par value	17,792,922

Class F Special Shares	20,000,000, with no par value	17,792,922

Class G Special Shares	25,000,000, with no par value	22,241,179

Class H Special Shares	25,000,000, with no par value	22,241,179

Class I Special Shares	500,000, with no par value	500,000

Class J Special Shares	741,000, with no par value	741,000

The holders of the Company's common shares are entitled to one vote for each share of common share held.

Each class of Special Shares do not have voting rights and do not participate in earnings. The Special Shares automatically convert to TMC common shares if TMC common shares trade at a price on any twenty trading days within any thirty trading day period that is greater than or equal to the specific trigger price for the respective class of Special Share. The trigger prices range from $15 per share to $200 per share (refer to Note 4 for details).

Common Share Continuity

In accordance with ASC 805, Business Combinations, under a reverse recapitalization, the equity structure reflects the equity structure of SOAC, as the legal acquirer, including the equity interests SOAC issued to affect the Business Combination. Accordingly, the Company has restated its equity structure using the Exchange Ratio of the Business Combination to reflect the number of shares of SOAC issued in the reverse acquisition. The share amounts stated below have been recast from the historical share totals of DeepGreen to reflect the Exchange Ratio.


Common shares	Number	$
Balance – December 31, 2019	163,331,904	79,824
Private placement	6,553,409	20,374
Financing cost incurred – Cash	—	(26)
Financing cost incurred - Stock option-based payments	—	(397)
Issued for TOML acquisition (Note 5)	9,005,595	28,000
Issued for services (Note 6)	7,997,496	24,866
Exercise of stock options	2,605,189	1,790
Balance – December 31, 2020	189,493,593	154,431
Issued for services (Note 6)	4,432,606	26,960
Exercise of stock options	6,312,756	14,297
Conversion of preferred shares to common shares	509,459	550
Issued in Business Combination (Note 4)	20,510,343	60,987
Conversion of debentures (Note 7)	3,126,567	27,003
Balance – September 30, 2021	224,385,324	284,228

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section S99
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-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Share-based compensation

9 Months Ended

Sep. 30, 2021

Share-based compensation

Share-based compensation

10.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 is 24,682,386 common shares, 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 beginning in 2022 to the tenth anniversary of the closing of the Business Combination, 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.

Stock options

Pursuant to the Company’s stock option plan, directors may, from time to time, authorize the issuance of stock options to directors, officers, employees, and consultants of the Company and its subsidiaries. The board of directors grants such options with vesting periods and the exercise prices determined at its sole discretion. As described in Note 4, existing DeepGreen options were automatically adopted by TMC after application of the Exchange Ratio to both the underlying number of common shares and the exercise price and provided for additional Special Shares to be issued to optionholders on a pro-rata basis, if exercised. The Rollover Options did not change in value as a result of the Business Combination. Comparative information below have been restated by adjusting for the number of options and exercise prices for the Exchange Ratio.

As at September 30, 2021, there were 15,503,755 stock options outstanding under the Company’s STIP and 9,783,922 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”).

A continuity schedule of the Company’s stock options in the Company’s STIP is as follows:


		Weighted	Aggregate
		average	Intrinsic	Weighted
		exercise	value of	average
	Options	price per	stock	contractual
	Outstanding	option	options	life (years)
Outstanding – December 31, 2020	15,549,977	0.80	36,126	7.34
Granted	6,373,203	2.10
Expired	(50,946)	0.39
Cancelled/Forfeited	(57,891)	0.65
Exercised	(6,310,588)	0.67
Outstanding – September 30, 2021	15,503,755	1.39	52,579	6.10
Vested and expected to vest – September 30, 2021	15,503,755	1.39	52,579	6.10
Vested and exercisable – September 30, 2021	13,513,779	0.86	50,155	6.22

A summary of the Company’s stock options granted and outstanding under TMC’s STIP as at September 30, 2021 is as follows:


			Weighted average
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
March 5, 2022		$0.65	0.43	634,541	634,541
March 5, 2023		$2.59	1.43	405,251	135,084
March 31, 2024		$0.65	2.50	73,811	73,811
March 5, 2025		$8.64	3.43	405,251	—
December 31, 2025		$0.65	4.25	11,578	11,578
February 2, 2026		$0.65	4.35	57,893	57,893
February 17, 2026		$0.22 - $0.52	4.39	448,861	448,861
June 1, 2028		$0.65 - $8.64	6.67	12,192,921	10,878,363
June 30, 2028		$2.59	6.75	1,273,648	1,273,648
				15,503,755	13,513,779

The total grant date fair value of STIP stock options that vested during the nine months ended September 30, 2021, was $29.6 million. As of September 30, 2021, total unrecognized stock-based compensation expense of $3.7 million is expected to be recognized over a weighted-average recognition period of approximately 1.70 years.

During the nine months ended September 30, 2021, the Company also granted 9,783,922 stock options under its LTIP. Such stock options have an exercise price of $0.65 per option and expire on June 1, 2028. The aggregate intrinsic value of LTIP stock options as at September 30, 2021 was $38.4 million. None of the LTIP stock options were exercisable on September 30, 2021. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at September 30, 2021, total unrecognized stock-based compensation expense for the LTIP stock options was $33.2 million.

As at September 30, 2021, the fair value of the Company’s common shares was $4.57 per share. As at September 30, 2021, the Company used the closing market price of its common shares to estimate the intrinsic value of outstanding stock options. Prior to September 9, 2021, there was no quoted market price for the Company’s common shares. Accordingly, the Company estimated the fair value of common shares based on observable transactions in the Company’s common shares and by applying a probability-weighted approach to various outcomes. The approach involves estimates, judgments and assumptions that are highly complex and subjective. Changes in any or all of these estimates and assumptions, or the relationships between these assumptions, impact the Company’s valuation of its common shares as of each valuation date which may have a material impact on the valuation of the Company’s common shares and equity awards for accounting purposes.

The aggregate intrinsic value of stock options exercised during the period ended September 30, 2021, was $39.4 million.

Activity and Valuation

On February 17, 2021, the Company granted a total of 568,120 incentive stock options to certain directors and non-employees. These options have an exercise price of between $0.22 per share and $0.65 per share, vested immediately upon grant, and expire between February 17, 2026 and February 26, 2026.

On February 26, 2021, the Company granted a total of 46,777 incentive stock options to a consultant. These options have an exercise price of $0.22 per share, vested immediately upon grant, and expire on February 26, 2026.

On March 4, 2021, the Company granted 5,758,306 incentive stock options to certain employees, directors and consultants under the Company’s STIP, as well as 9,783,922 incentive stock options to the same individuals under its LTIP.

The stock options granted under the STIP expire on June 1, 2028 or earlier, have and exercise prices ranging between $0.65 per share and $8.64 per share, and have vesting periods to a maximum of three years.

The fair value of the options granted under the Company’s STIP was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions:


	2021
Expected dividend yield	0.0	%
Expected stock price volatility	89.4	%
Risk-free interest rate	0.5	%
Expected life of options (years)	3.7
Estimated per share fair value of the Company’s common shares	7.0

The stock options granted under the LTIP have an exercise price of $0.65 per share and expire on June 1, 2028. The LTIP awards vest as follows:

(1)

Tranche 1 - 25% when the Company’s market capitalization equals $3 billion;

(2)

Tranche 2 - 35% when the Company’s market capitalization equals $6 billion;

(3)

Tranche 3 - 20% upon the date that the ISA grants an exploitation contract to the Company; and

(4)

Tranche 4 - 20% upon the commencement of the first commercial production following the grant of the exploitation contract.

Tranche 1 and Tranche 2 vest based on the Company’s market capitalization of $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $5.59 per share and $5.42 per share and derived service periods of 0.33 years and 1.41 years, respectively. The Company will expense these awards ratably over the remaining service period.

Tranche 3 and Tranche 4 of the LTIP stock options vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved. As at September 30, 2021, no compensation expense related to the performance based awards was recorded as the awarding of an ISA contract is outside the control of the Company. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when determined to be probable.

The fair value of awards granted under the LTIP was estimated on the date of grant with the following weighted average assumptions:


	Tranche 1 and
	Tranche 2¹		Tranche 3²		Tranche 4²
Expected dividend yield	0.0	%	0.0	%	0.0	%
Expected stock price volatility	91.0	%	91.2	%	91.2	%
Risk-free interest rate	1.3	%	0.8	%	0.9	%
Expected life of options (years)	7.3		5.2		5.4
Estimated per share fair value of the Company’s common shares	7.00		7.00		7.00

The fair value of the market-based awards granted under the LTIP was estimated on the date of grant using a Monte-Carlo model to simulate a distribution of future stock prices.

The fair value of the performance-based awards granted under the LTIP was estimated on the date of grant using the Black-Scholes option pricing model.

Changes in these assumptions could have a material impact on the Company's loss and comprehensive loss.

In September 2021, the board of directors approved amendments for certain stock option grants to extend their term beyond the retirement provisions in the Plan, resulting in an expense of $3.9 million.

During the three and nine months ended September 30, 2021, the Company recognized $9.5 million and $55.2 million as common share option-based payments expense, respectively, in the statement of loss and comprehensive loss (three and nine months ended September 30, 2020 - $1.5 million and $1.7 million, respectively).

A total of $6.4 million and $24.7 million related to general and administration matters was charged to the statement of loss and comprehensive loss as common share options-based payments for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 – $1.2 million and $1.2 million, respectively). The Company allocated a total of $3.0 million and $30.6 million of common share options-based payments related to exploration activities within exploration expenses for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 – $0.3 million and $0.5 million, respectively).

Restricted Stock Units (“RSUs”)

During the nine months ended September 30, 2021, the Company granted 56,224 RSUs to non-executive directors of the Company vesting in thirds on each anniversary of the grant date. On each vesting date, RSU holders are entitled to receive TMC common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date. A total of $35 thousand was charged to the statement of loss and comprehensive loss as common share options-based payments for the three and nine months ended September 30, 2021.

A summary of the RSU activity is presented in the table below:


		Weighted
		average grant-
	Number of	date fair value
	RSUs	per option
	Outstanding	$
Outstanding – December 31, 2020	—	—
Granted	56,224	12.45
Outstanding – September 30, 2021	56,224	12.45

The grant date fair value of RSUs is equivalent to the closing share price of TMC common shares on the date of grant.

Loss per share

9 Months Ended

Sep. 30, 2021

Loss per share

Loss per share

11.Loss per share

Basic loss per share is computed by dividing the loss by the weighted-average number of shares of common share 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 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 common equivalent shares were as follows:


	Three months ended		Nine months ended
	September 30,		September 30,
	2021	2020	2021	2020
Outstanding options to purchase common shares	25,287,677	17,933,833	25,287,677	17,933,833
Outstanding RSUs	56,224	—	56,224	—
Outstanding warrants	36,078,620	—	36,078,620	—
Outstanding Special Shares and options to purchase Special Shares	136,239,964	—	136,239,964	—
Total anti-dilutive common equivalent shares	197,662,485	17,933,833	197,662,485	17,933,833

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

Related Party Transactions

12.Related Party Transactions

The Company’s subsidiary, DGE, 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 nine months ended September 30, 2021 amounted to $75 thousand and $213 thousand, respectively (three months and nine months ended September 30, 2020 - $80 thousand and $218 thousand, respectively), and are disclosed as external consulting and exploration labor within exploration expenses (Note 6). As at September 30, 2021, the amount payable to SSCS was $30 thousand (December 31, 2020 - $23 thousand).

The Company’s Chief Ocean Scientist provides consulting services to the Company through Ocean Renaissance LLC (“Ocean Renaissance”) where he is a principal. Consulting services during the three and nine months ended September 30, 2021 amounted to $93 thousand and $0.3 million, respectively (three months and nine months ended September 30, 2020 - $92 thousand and $0.3 million, respectively), and are disclosed as exploration labor within exploration expenses (Note 6). As at September 30, 2021, the amount payable to Ocean Renaissance was $nil (December 31, 2020 - $nil).

Commitments

9 Months Ended

Sep. 30, 2021

Commitments

Commitments

13.Commitments

NORI Exploration Contract

As part of the NORI Exploration Contract with the ISA (Note 6), NORI committed to spending $5 million over the five-year period from 2017 to 2021. The commitment has already been met.

Marawa Exploration Contract

As part of DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area (Note 6), Marawa committed to spending funds on exploration activities on an annual basis. The commitment for fiscal 2020 was Australian dollar $1 million and for 2021 is Australian dollar $2 million. Such commitment is negotiated with the ISA for five-year plans and is subject to regular periodic reviews.

TOML Exploration Contract

As part of the TOML Exploration Contract (Note 6), TOML has committed to spending $30 million for a five-year period from 2016 to 2021 in the first five-year review finalized in 2016. Such commitment has flexibility where the amount can be reduced by the ISA and any reduction would be dependent upon various factors including the success of the exploration programs and the availability of funding. As at September 30, 2021, the Company expended approximately $17.2 million in connection with the TOML Exploration Contract. TOML will submit a five-year review to the ISA in 2021 which will summarize the work completed by TOML from 2017 to 2021, as well as propose TOML’s next year work program.

Offtake Agreements

On May 25, 2012, the Company’s wholly owned subsidiary, DGE, and Glencore International AG (“Glencore”) entered into a copper offtake agreement and a nickel offtake agreement. DGE has agreed to deliver to Glencore 50% of the annual quantity of copper and nickel produced at a DGE owned processing facility from nodules derived from the NORI Area at London Metal Exchange referenced market pricing with allowances for product quality and delivery location. Both the copper and nickel offtake agreements are for the life of the Company’s rights to the NORI Area. Either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate the agreement by giving twelve months’ notice.

Sponsorship Agreements

On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential exploitation of the NORI Area. Upon reaching the minimum recovery level within the exploitation contract area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event NORI is granted an ISA exploitation contract

On March 8, 2008, Tonga and TOML entered into the TOML sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of the TOML Area (“TOML Sponsorship Agreement”). Upon reaching the minimum recovery level within the exploitation contract area, TOML has agreed to pay Tonga a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, TOML has agreed to pay the reasonable direct costs incurred by Tonga to administer the ISA obligations of Tonga to the ISA. On September 23, 2021, Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by Nauru.

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2021

Supplemental Cash Flow Information

Supplemental Cash Flow Information

14.Supplemental Cash Flow Information


	Nine months ended
	September 30,
Non-Cash Investing and Financing Activities	2021	2020
Common shares issued to settle accounts payable and accrued liabilities (Note 6)	12,879	14,746
Common shares issued for TOML Acquisition (Note 5)	—	28,000
Conversion of debentures (Note 7)	27,003	—

Segmented Information

9 Months Ended

Sep. 30, 2021

Segmented Information

Segmented Information

15.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. Details on the geographical basis of the Company’s long-lived assets based on where each legal entity is domiciled are as follows:


	September 30,	December 31,
Equipment	2021	2020
Republic of Nauru	1,373	1,292
Tonga	12	15
North America	2	3
Total	1,387	1,310

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events

Subsequent Events

16. Subsequent Event

On October 28, 2021, a shareholder filed a putative class action against the Company and certain executives in federal district court for the Eastern District of New York, styled 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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. The Company denies any allegations of wrongdoing and intends to vigorously defend against this lawsuit. There is no assurance, however, that the Company or the other defendants will be successful in their 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. 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 resolve.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Basis of Presentation

All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 4).

Basis of Measurement

These unaudited condensed consolidated financial statements have been prepared under the historical cost convention and are presented in US dollars.

Use of 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 nine months ended September 30, 2021 and 2020.

Warrant Liabilities

Recent Accounting Pronouncements Issued and Adopted

Accounting for Debt with Conversion and Other Options

Restatement of Previously Issued Quarterly Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Restatement of Previously Issued Quarterly Financial Statements

Schedule of Restatement of Previously Issued Quarterly Financial Statements

Condensed Consolidated Balance Sheets


		As at March 31,	As at June 30,
		2021	2021
Accounts payable and accrued liabilities	As previously reported	6,430	9,033
	Adjustments¹	—	2,663
	As restated	6,430	11,696

Total liabilities	As previously reported	44,075	45,869
	Adjustments¹	—	2,663
	As restated	44,075	48,532

Additional paid in capital	As previously reported	63,576	74,069
	Adjustments²	(1,848)	(1,528)
	As restated	61,728	72,541

Deficit	As previously reported	(220,416)	(246,573)
	Adjustments^1,2	1,848	(1,135)
	As restated	(218,568)	(247,708)

Total shareholders' equity	As previously reported	25,631	15,731
	Adjustments¹	—	(2,663)
	As restated	25,631	13,068

Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021.

Reflects decrease of $1.8 million and $1.5 million of stock-based compensation expenses for the three months ended March 31, 2021 and six months ended June 30, 2021, respectively.

Condensed Consolidated Statements of Loss and Comprehensive Loss


		Three Months Ended	Three Months Ended	Six Months Ended
		March 31, 2021	June 30, 2021⁴	June 30, 2021
Exploration expenses	As previously reported	39,364	15,372	54,736
	Adjustments^1,2	(1,257)	2,854	1,597
	As restated	38,107	18,226	56,333

General and administrative expenses	As previously reported	17,955	10,311	28,266
	Adjustments³	(591)	129	(462)
	As restated	17,364	10,440	27,804

Operating loss	As previously reported	57,319	25,683	83,002
	Adjustments^1,2,3	(1,848)	2,983	1,135
	As restated	55,471	28,666	84,137

Loss and comprehensive loss for the period	As previously reported	57,558	26,157	83,715
	Adjustments^1,2,3	(1,848)	2,983	1,135
	As restated	55,710	29,140	84,850

Loss per share - Basic and diluted	As previously reported	0.30	0.13	0.43
	Adjustments^1,2,3	(0.01)	0.02	0.01
	As restated	0.29	0.15	0.44

Reflects increase of $2.7 million to accrue for certain exploration invoices for the three and six months ended June 30, 2021.

Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Condensed Consolidated Statements of Changes in Equity


		As at March 31,	As at June 30,
		2021	2021
Additional paid in capital	As previously reported	63,576	74,069
	Adjustments¹	(1,848)	(1,528)
	As restated	61,728	72,541

Deficit	As previously reported	(220,416)	(246,573)
	Adjustments^1,2	1,848	(1,135)
	As restated	(218,568)	(247,708)

Total shareholders' equity	As previously reported	25,631	15,731
	Adjustments²	—	(2,663)
	As restated	25,631	13,068

Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense.

Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021.

Condensed Consolidated Statements of Cash Flows


		Three Months Ended	Six Months Ended
		March 31, 2021	June 30, 2021
Loss for the period	As previously reported	(57,558)	(83,715)
	Adjustments^1,2	1,848	(1,135)
	As restated	(55,710)	(84,850)

Expenses settled in share-based payments	As previously reported	45,059	60,128
	Adjustments¹	(1,848)	(1,528)
	As restated	43,211	58,600

Accounts payable and accrued liabilities	As previously reported	2,114	4,719
	Adjustments²	—	2,663
	As restated	2,114	7,382

Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense.

Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021.

Business Combination (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination

Summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued


Special Share Class	A	B	C	D	E	F	G	H
Share Trigger price ($)	15	25	35	50	75	100	150	200
Special Shares (million)	5	10	10	20	20	20	25	25

Summary of reconciliation of cash proceeds from the Business Combination


Cash proceeds from SOAC	$	27,328
Cash proceeds from sale of equity securities		110,300
Gross cash received by TMC from Business Combination		137,628
Less: Transaction costs settled in cash		(33,163)
Net contributions from Business Combination	$	104,465

Summary of number of shares of TMC common shares issued immediately following the consummation of the Business Combination


		Number of
Shares by type		shares
SOAC Class A shares outstanding prior to the Business Combination		30,000,000
Less: Redemption of SOAC Class A shares		(27,278,657)
SOAC Class A shares outstanding and converted to TMC common shares		2,721,343
Shares issued in the Private Investment in Public Equity (“PIPE”)		11,030,000
Conversion of SOAC Class B shares to TMC common shares		6,759,000
Shares issued to SOAC and PIPE investors		20,510,343
Shares issued to the DeepGreen shareholders		203,874,981
Total TMC common shares outstanding at close of Business Combination		224,385,324

TOML Acquisition (Tables)

9 Months Ended

Sep. 30, 2021

TOML Acquisition

Schedule of net assets acquired as part of the TOML acquisition


Net assets acquired		$

Cash payments		560
Common shares issued (9,005,595 common shares @ $3.11, after adjustment for the Exchange Ratio)		28,000
Transaction costs paid		47
Deferred consideration		3,440
Total acquisition cost		32,047
Allocated to:
Equipment		21
Exploration contracts (Note 6)		42,701
Deferred tax liability¹		(10,675)
Net assets acquired		32,047

A deferred tax liability was recognized by the Company on acquisition related to differences between the book value and the tax basis of the TOML exploration contract.

Exploration Licenses (Tables)

9 Months Ended

Sep. 30, 2021

Exploration Contracts.

Schedule of common shares transactions


	Marine vessel	Common	Fair value per	Marine vessel
	cost invoiced	shares issued	common share	cost recognized
Year of Service	$		$¹	$
2017/2018	2,566	2,376,396	0.65	1,539
2018	4,594	4,255,215	1.51	6,431
2019	5,615	5,201,561	3.11	16,173
2019/2020	5,120	4,742,615	3.11	14,746
2020/2021 ²	4,583	4,245,031	6.05	25,664
	22,478	20,820,818		64,553

Schedule of breakdown of exploration expenses


		NORI	Marawa	TOML
For the three months ended		Exploration	Option	Exploration
September 30, 2021	General	Contract	Agreement	Contract	Total
Exploration labor	—	483	198	168	849
Offshore campaigns	—	4,352	544	544	5,440
Common share options-based payments (Note 10)	—	1,578	594	860	3,032
Amortization	—	127	—	1	128
External consulting	10	564	118	112	804
Travel, workshop and other	—	592	27	76	695
PMTS	—	10,244	1,376	1,280	12,900
	10	17,940	2,857	3,041	23,848


		NORI	Marawa	TOML
For the three months ended		Exploration	Option	Exploration
September 30, 2020	General	Contract	Agreement	Contract	Total
Exploration labor	—	423	181	166	770
Offshore campaigns	—	2,089	261	261	2,611
Common share options-based payments (Note 10)	—	148	87	45	280
Amortization	—	139	—	2	141
External consulting	17	397	127	150	691
Travel, workshop and other	—	45	9	9	63
	17	3,241	665	633	4,556


		NORI	Marawa	TOML
For the nine months ended		Exploration	Option	Exploration
September 30, 2021	General	Contract	Agreement	Contract	Total
Exploration labor	—	1,330	552	507	2,389
Offshore campaigns	—	23,365	2,864	2,864	29,093
Common share options-based payments (Note 10)	—	16,680	6,925	6,972	30,577
Amortization	—	321	-	3	324
External consulting	10	2,648	538	559	3,755
Travel, workshop and other	—	841	120	182	1,143
PMTS	—	10,244	1,376	1,280	12,900
	10	55,429	12,375	12,367	80,181


		NORI	Marawa	TOML
For the nine months ended		Exploration	Option	Exploration
September 30, 2020	General	Contract	Agreement	Contract	Total
Exploration labor	—	1,171	566	309	2,046
Offshore campaigns	—	13,875	2,786	771	17,432
PMTS	—	9,333	1,167	1,167	11,667
Common share options-based payments (Note 10)	—	265	171	45	481
Amortization	—	417	—	4	421
External consulting	38	1,935	464	386	2,823
Travel, workshop and other	—	617	181	76	874
	38	27,613	5,335	2,758	35,744

Warrant Liability (Tables)

9 Months Ended

Sep. 30, 2021

Warrant Liability.

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrant liability as at September 9, 2021	$	12,501
Gain on change in fair value of warrant liability		(878)
Warrant liability as at September 30, 2021	$	11,623

Schedule of provides quantitative information regarding Level 3 fair value measurements


	As of
	September 30,
	2021
Exercise price	$	11.50
Stock price	$	4.57
Volatility		58	%
Term		4.9 years
Risk-free rate		1.0	%
Dividend yield		0.0	%

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Common Shares (Tables)

9 Months Ended

Sep. 30, 2021

Common Shares

Schedule of authorized and issued & outstanding common shares and special shares


		Issued and
	Authorized	Outstanding
Common shares	Unlimited, with no par value	224,385,324

Class A Special Shares	5,000,000, with no par value	4,448,259

Class B Special Shares	10,000,000, with no par value	8,896,399

Class C Special Shares	10,000,000, with no par value	8,896,399

Class D Special Shares	20,000,000, with no par value	17,792,922

Class E Special Shares	20,000,000, with no par value	17,792,922

Class F Special Shares	20,000,000, with no par value	17,792,922

Class G Special Shares	25,000,000, with no par value	22,241,179

Class H Special Shares	25,000,000, with no par value	22,241,179

Class I Special Shares	500,000, with no par value	500,000

Class J Special Shares	741,000, with no par value	741,000

Schedule of common shares


Common shares	Number	$
Balance – December 31, 2019	163,331,904	79,824
Private placement	6,553,409	20,374
Financing cost incurred – Cash	—	(26)
Financing cost incurred - Stock option-based payments	—	(397)
Issued for TOML acquisition (Note 5)	9,005,595	28,000
Issued for services (Note 6)	7,997,496	24,866
Exercise of stock options	2,605,189	1,790
Balance – December 31, 2020	189,493,593	154,431
Issued for services (Note 6)	4,432,606	26,960
Exercise of stock options	6,312,756	14,297
Conversion of preferred shares to common shares	509,459	550
Issued in Business Combination (Note 4)	20,510,343	60,987
Conversion of debentures (Note 7)	3,126,567	27,003
Balance – September 30, 2021	224,385,324	284,228

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644

+ Details

Share-based compensation (Tables)

9 Months Ended

Sep. 30, 2021

Stock Options (Tables) [Line Items]

Schedule of company estimated the realization of the vesting conditions


		Weighted	Aggregate
		average	Intrinsic	Weighted
		exercise	value of	average
	Options	price per	stock	contractual
	Outstanding	option	options	life (years)
Outstanding – December 31, 2020	15,549,977	0.80	36,126	7.34
Granted	6,373,203	2.10
Expired	(50,946)	0.39
Cancelled/Forfeited	(57,891)	0.65
Exercised	(6,310,588)	0.67
Outstanding – September 30, 2021	15,503,755	1.39	52,579	6.10
Vested and expected to vest – September 30, 2021	15,503,755	1.39	52,579	6.10
Vested and exercisable – September 30, 2021	13,513,779	0.86	50,155	6.22

Schedule of company's stock options outstanding


			Weighted average
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
March 5, 2022		$0.65	0.43	634,541	634,541
March 5, 2023		$2.59	1.43	405,251	135,084
March 31, 2024		$0.65	2.50	73,811	73,811
March 5, 2025		$8.64	3.43	405,251	—
December 31, 2025		$0.65	4.25	11,578	11,578
February 2, 2026		$0.65	4.35	57,893	57,893
February 17, 2026		$0.22 - $0.52	4.39	448,861	448,861
June 1, 2028		$0.65 - $8.64	6.67	12,192,921	10,878,363
June 30, 2028		$2.59	6.75	1,273,648	1,273,648
				15,503,755	13,513,779

Restricted Stock Units ("RSUs")

Stock Options (Tables) [Line Items]

Summary of the RSU activity


		Weighted
		average grant-
	Number of	date fair value
	RSUs	per option
	Outstanding	$
Outstanding – December 31, 2020	—	—
Granted	56,224	12.45
Outstanding – September 30, 2021	56,224	12.45

Short Term Incentive Plans [Member]

Stock Options (Tables) [Line Items]

Schedule of weighted average assumptions


	2021
Expected dividend yield	0.0	%
Expected stock price volatility	89.4	%
Risk-free interest rate	0.5	%
Expected life of options (years)	3.7
Estimated per share fair value of the Company’s common shares	7.0

Long Term Incentive Plans [Member]

Stock Options (Tables) [Line Items]

Schedule of weighted average assumptions


	Tranche 1 and
	Tranche 2¹		Tranche 3²		Tranche 4²
Expected dividend yield	0.0	%	0.0	%	0.0	%
Expected stock price volatility	91.0	%	91.2	%	91.2	%
Risk-free interest rate	1.3	%	0.8	%	0.9	%
Expected life of options (years)	7.3		5.2		5.4
Estimated per share fair value of the Company’s common shares	7.00		7.00		7.00

Loss per share (Tables)

9 Months Ended

Sep. 30, 2021

Loss per share

Schedule of anti-dilutive common equivalent shares


	Three months ended		Nine months ended
	September 30,		September 30,
	2021	2020	2021	2020
Outstanding options to purchase common shares	25,287,677	17,933,833	25,287,677	17,933,833
Outstanding RSUs	56,224	—	56,224	—
Outstanding warrants	36,078,620	—	36,078,620	—
Outstanding Special Shares and options to purchase Special Shares	136,239,964	—	136,239,964	—
Total anti-dilutive common equivalent shares	197,662,485	17,933,833	197,662,485	17,933,833

Supplemental Cash Flow Information (Tables)

9 Months Ended

Sep. 30, 2021

Supplemental Cash Flow Information

Schedule of non cash investing and financing activities


	Nine months ended
	September 30,
Non-Cash Investing and Financing Activities	2021	2020
Common shares issued to settle accounts payable and accrued liabilities (Note 6)	12,879	14,746
Common shares issued for TOML Acquisition (Note 5)	—	28,000
Conversion of debentures (Note 7)	27,003	—

Segmented Information (Tables)

9 Months Ended

Sep. 30, 2021

Segmented Information

Schedule of equipment


	September 30,	December 31,
Equipment	2021	2020
Republic of Nauru	1,373	1,292
Tonga	12	15
North America	2	3
Total	1,387	1,310

Nature of Operations (Details) - km²	Sep. 30, 2021	Mar. 31, 2020
NORI
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items]
Area of exploration granted (in square km).	74,830
Marawa
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items]
Area of exploration granted (in square km).	74,990
TOML
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items]
Area of exploration granted (in square km).		74,713

Restatement of Previously Issued Quarterly Financial Statements (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Sep. 30, 2020

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Accounts payable and accrued liabilities

$ 28,343

$ 11,696

$ 6,430

$ 11,696

$ 28,343

$ 4,316

Total Liabilities

50,641

48,532

44,075

48,532

50,641

18,431

Additional Paid in Capital

108,022

72,541

61,728

72,541

108,022

45,347

Deficit

(284,359)

(247,708)

(218,568)

(247,708)

(284,359)

(162,858)

Total Shareholders' equity

106,675

13,068

25,631

13,068

106,675

$ 36,254

Exploration expenses

23,848

18,226

^[1]

38,107

$ 4,556

56,333

80,181

$ 35,744

General and administrative expenses

13,334

10,440

^[1]

17,364

2,192

27,804

41,138

3,818

Operating loss

37,182

28,666

^[1]

55,471

6,748

84,137

121,319

39,562

Loss and comprehensive loss for the period

$ 36,651

$ 29,140

^[1]

$ 55,710

$ 6,786

$ 84,850

$ 121,501

$ 39,546

Loss per share Basic and diluted

$ 0.18

$ 0.15

^[1]

$ 0.29

$ 0.04

$ 0.44

$ 0.61

$ 0.23

Loss for the period

$ (36,651)

$ (55,710)

$ (6,786)

$ (84,850)

$ (121,501)

$ (39,546)

Expenses settled in share-based payments

43,211

58,600

69,357

16,653

Accounts payable and accrued liabilities

2,114

7,382

23,395

1,188

Stock-based Compensation Expenses

$ 9,508

$ 1,459

$ 55,276

$ 1,693

Previously Reported [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Accounts payable and accrued liabilities

$ 9,033

6,430

9,033

Total Liabilities

45,869

44,075

45,869

Additional Paid in Capital

74,069

63,576

74,069

Deficit

(246,573)

(220,416)

(246,573)

Total Shareholders' equity

15,731

25,631

15,731

Exploration expenses

15,372

^[1]

39,364

54,736

General and administrative expenses

10,311

^[1]

17,955

28,266

Operating loss

25,683

^[1]

57,319

83,002

Loss and comprehensive loss for the period

$ 26,157

^[1]

$ 57,558

$ 83,715

Loss per share Basic and diluted

$ 0.13

^[1]

$ 0.30

$ 0.43

Loss for the period

$ (57,558)

$ (83,715)

Expenses settled in share-based payments

45,059

60,128

Accounts payable and accrued liabilities

2,114

4,719

Revision of Prior Period, Error Correction, Adjustment [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Accounts payable and accrued liabilities

$ 2,663

2,663

Total Liabilities

2,663

Additional Paid in Capital

(1,528)

(1,848)

(1,528)

Deficit

(1,135)

1,848

(1,135)

Total Shareholders' equity

(2,663)

Exploration expenses

2,854

^[1]

(1,257)

1,597

General and administrative expenses

129

^[1]

(591)

(462)

Operating loss

2,983

^[1]

(1,848)

1,135

Loss and comprehensive loss for the period

$ (2,983)

^[1]

$ 1,848

$ (1,135)

Loss per share Basic and diluted

$ (0.02)

^[1]

$ 0.01

$ (0.01)

Loss for the period

$ 1,848

$ (1,135)

Expenses settled in share-based payments

(1,848)

(1,528)

Accounts payable and accrued liabilities

2,663

Revision of Prior Period, Error Correction, Adjustment [Member] | Short Term Incentive Plan

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Stock-based Compensation Expenses

$ 300

(1,800)

(1,500)

Revision of Prior Period, Error Correction, Adjustment [Member] | Exploration Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Stock-based Compensation Expenses

200

(1,300)

(1,100)

Revision of Prior Period, Error Correction, Adjustment [Member] | Exploration Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted related to exploration invoices [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Accounts payable and accrued liabilities

2,700

Exploration expenses

2,700

Revision of Prior Period, Error Correction, Adjustment [Member] | General and Administrative Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Stock-based Compensation Expenses

$ 100

(600)

(500)

Revision of Prior Period, Error Correction, Adjustment [Member] | Accounts Payable and Accrued Liabilities Total Liabilities Deficit Total Shareholders Equity [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Exploration expenses

2,700

Revision of Prior Period, Error Correction, Adjustment [Member] | Additional Paid in Capital Deficit [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Stock-based Compensation Expenses

(1,800)

(1,500)

Revision of Prior Period, Error Correction, Adjustment [Member] | Deficit Total Shareholders Equity [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Exploration expenses

2,700

Revision of Prior Period, Error Correction, Adjustment [Member] | Loss For the Period Expense Settled in Share based Payments [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Exploration expenses

2,700

Revision of Prior Period, Error Correction, Adjustment [Member] | Loss For the Period Accounts Payable and Accrued Liabilities [Member]

Error Corrections and Prior Period Adjustments Restatement [Line Items]

Stock-based Compensation Expenses

$ (1,800)

$ (1,500)

[1]	Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Transfers amount of fair value measurement levels	$ 0	$ 0
Private warrants
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued	9,500,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued	15,000,000

Business Combination (Details)			9 Months Ended
Business Combination (Details)	Sep. 09, 2021 shares	Mar. 04, 2021 $ / shares shares	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Threshold trading days within any thirty trading day period for automatic conversion of special shares \| $			20
Threshold consecutive trading day period for automatic conversion of special shares \| $			30
SOAC \| Minimum
Business Acquisition [Line Items]
Trigger price \| $ / shares		$ 15
SOAC \| Maximum
Business Acquisition [Line Items]
Trigger price \| $ / shares		$ 200
SOAC \| Common shares
Business Acquisition [Line Items]
Share exchange ratio		1.157862
Threshold trading days within any thirty trading day period for automatic conversion of special shares		20
Threshold consecutive trading day period for automatic conversion of special shares		30
Warrants to acquire shares of common stock		11,600,000
SOAC \| Class A to H Special Shares
Business Acquisition [Line Items]
Maximum pro-rata portion of Special Shares if exercised		14,900,000
DeepGreen
Business Acquisition [Line Items]
Number of shares issued on acquisition	203,874,981
DeepGreen \| SOAC \| Common shares
Business Acquisition [Line Items]
Number of shares issued on acquisition		203,900,000
Warrants to acquire shares of common stock		10,000,000
DeepGreen \| SOAC \| Class A to H Special Shares
Business Acquisition [Line Items]
Number of shares issued on acquisition		120,100,000

Business Combination - Summary of the Special Shares and their respective vesting thresholds (Details) - DeepGreen shares in Millions	Sep. 30, 2021 $ / shares shares
Class A special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 15
Special shares, issued \| shares	5
Class B special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 25
Special shares, issued \| shares	10
Class C special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 35
Special shares, issued \| shares	10
Class D special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 50
Special shares, issued \| shares	20
Class E special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 75
Special shares, issued \| shares	20
Class F special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 100
Special shares, issued \| shares	20
Class G special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 150
Special shares, issued \| shares	25
Class H special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 200
Special shares, issued \| shares	25

Business Combination - SOAC sponsors (Details)		7 Months Ended	9 Months Ended
Business Combination - SOAC sponsors (Details)	Sep. 09, 2021 shares	Sep. 30, 2021 $ / shares shares	Sep. 30, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Threshold trading days within any thirty trading day period for automatic conversion of special shares \| $			20
Threshold consecutive trading day period for automatic conversion of special shares \| $			30
SOAC Sponsors
Business Acquisition [Line Items]
Threshold trading days within any thirty trading day period for automatic conversion of special shares		20
Threshold consecutive trading day period for automatic conversion of special shares		30
SOAC Sponsors \| Class I special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares		$ 50.00	$ 50.00
SOAC Sponsors \| Class J special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares		$ 12.00	$ 12.00
DeepGreen
Business Acquisition [Line Items]
Shares issued to the DeepGreen shareholders	203,874,981
DeepGreen \| SOAC Sponsors \| Class I special shares
Business Acquisition [Line Items]
Shares issued to the DeepGreen shareholders		500,000
DeepGreen \| SOAC Sponsors \| Class J special shares
Business Acquisition [Line Items]
Shares issued to the DeepGreen shareholders		700,000

Business Combination - Summary of reconciliation of cash proceeds from the Business Combination (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Net contributions from Business Combination	$ 104,465
DeepGreen \| SOAC
Business Acquisition [Line Items]
Cash proceeds from SOAC	27,328
Cash proceeds from sale of equity securities	110,300
Gross cash received by TMC from Business Combination	137,628
Less: Transaction costs settled in cash	(33,163)
Net contributions from Business Combination	$ 104,465

Business Combination - Transaction costs and SOAC Shares (Details) - USD ($) $ / shares in Units, $ in Millions			9 Months Ended
	Oct. 07, 2021	Sep. 09, 2021	Sep. 30, 2021	Sep. 08, 2021	Mar. 03, 2021
Business Acquisition [Line Items]
Transaction costs			$ 46.8
Ordinary stock, shares outstanding		224,385,324	224,385,324
Number of shares converted		6,759,000
Number of shares redeemed		27,278,657
Class J special shares
Business Acquisition [Line Items]
Ordinary stock, shares outstanding			741,000
SOAC \| Class A common stock
Business Acquisition [Line Items]
Ordinary stock, shares outstanding					30,000,000.0
Common shares issued price					$ 0.0001
Conversion ratio		1.00%
Number of shares redeemed		27,300,000
SOAC \| Class B common stock
Business Acquisition [Line Items]
Ordinary stock, shares outstanding					7,500,000
Common shares issued price					$ 0.0001
Conversion ratio		1.00%
SOAC \| Common shares
Business Acquisition [Line Items]
Transaction costs			$ 8.7
Transaction costs settled in shares	873,953
Common shares issued price		$ 0		$ 0.0001
Number of shares converted		6,800,000
SOAC \| Class J special shares
Business Acquisition [Line Items]
Number of shares converted		700,000

Business Combination - The number of shares of TMC common shares issued immediately following the consummation of the Business Combination (Details) - shares	Sep. 09, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
SOAC Class A shares outstanding prior to the Business Combination	30,000,000
Measurement adjustment on redeemable ordinary shares (in Shares)	(27,278,657)
SOAC Class A shares outstanding and converted to TMC common shares	2,721,343
Shares issued in the Private Investment in Public Equity ("PIPE")	11,030,000
Conversion of SOAC Class B shares to TMC common shares	6,759,000
Shares issued to SOAC and PIPE investors	20,510,343
Total TMC common shares outstanding at close of Business Combination	224,385,324	224,385,324
DeepGreen
Business Acquisition [Line Items]
Shares issued to the DeepGreen shareholders	203,874,981

Business Combination - Transaction costs related to the Business Combination (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Transaction costs		$ 46.8
Common shares
Business Acquisition [Line Items]
Transaction costs, incurred when closing of Business Combination	$ 41.9	41.9
General and administrative expenses
Business Acquisition [Line Items]
Transaction costs	$ 0.6	$ 4.9

TOML Acquisition (Details) - TOML Acquisition. - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	9 Months Ended
	May 31, 2020	Mar. 31, 2020	Mar. 31, 2020	Sep. 30, 2021	Jan. 31, 2021
Asset Acquisition [Line Items]
Total purchase price			$ 32,000
Purchase price				$ 32,047
Cash payment	$ 250	$ 250		$ 560
Sponsor purchased of ordinary shares (in Shares)				9,005,595
Deferred consideration					$ 3,400
Value of per common share consideration paid				$ 3.11
Common share consideration				$ 28,000
Legal and regulatory fees incurred				47
International Seabed Authority [Member]
Asset Acquisition [Line Items]
Cash payment				$ 100

TOML Acquisition - Schedule of net assets acquired as part of the TOML acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	May 31, 2020	Mar. 31, 2020	Sep. 30, 2021	Dec. 31, 2020
Allocated to:
Equipment			$ 1,387	$ 1,310
Exploration contracts (Note 6)			43,150	43,150
Deferred tax liability(1)			(10,675)	$ (10,675)
TOML Acquisition.
Asset Acquisition, Consideration Transferred [Abstract]
Cash payments	$ 250	$ 250	560
Common shares issued (9,005,595 common shares @ $3.11, after adjusted for the Exchange Ratio)			28,000
Transaction costs paid			47
Deferred consideration			3,440
Total acquisition cost			32,047
Allocated to:
Equipment			21
Exploration contracts (Note 6)			42,701
Deferred tax liability(1)			(10,675)
Net assets acquired			$ 32,047
Common shares issued			9,005,595
Common shares issued price			$ 3.11

Exploration Licenses (Details) - USD ($)									9 Months Ended		12 Months Ended
Exploration Licenses (Details) - USD ($)	Oct. 05, 2021	Jun. 30, 2020	Mar. 04, 2020	Feb. 29, 2020	Jul. 08, 2019	Mar. 29, 2019	May 30, 2012	Jul. 22, 2011	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Feb. 05, 2021	Sep. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Application fee									$ 3,440,000	$ 607,000
Common shares issued (in shares)									20,820,818
Total value									$ 284,228,000		$ 154,431,000
Total proceeds										20,348,000
Payments to Acquire Mining Assets									$ 3,440,000	607,000
Warrants liabilities										0
PMTS Agreement Amendment [Member]
Finite-Lived Intangible Assets [Line Items]
Additional common stock, shares (in Shares)				3,200,000
Consideration for additional common stock shares				$ 10,000,000.0
Consideration amount				$ 10,000,000.0
Common stock, per share (in Dollars per share)				$ 3.11
Completion of the PMTS
Finite-Lived Intangible Assets [Line Items]
Common shares issued (in shares)		11,600,000	11,600,000
Consideration amount					$ 30,000,000.0
Maersk
Finite-Lived Intangible Assets [Line Items]
Contractual price per share (in Dollars per share)												$ 1.08
Common shares issued (in shares)									4,245,031
Total value											$ 4,142,270
Owned common shares (in Shares)									20,800,000		16,600,000
Common shares outstanding, percentage									9.30%		8.80%
Fair value of common shares									$ 6.05
Price per share (in Dollars per share)											$ 3.11
Allseas
Finite-Lived Intangible Assets [Line Items]
Owned common shares (in Shares)											14,200,000		16,200,000
Common shares outstanding, percentage									7.20%		7.50%
Remained outstanding value										$ 5,800,000
Additional Common Stock Value									$ 150,000,000
Cost plus profit basis, percentage									50.00%
Additional common stock, shares (in Shares)									3,200,000
Consideration amount									$ 30,000,000.0
Payment	$ 10,000,000
Research and Development Related Services									$ 12,900,000
Common stock, per share (in Dollars per share)									$ 12.95
Total proceeds						$ 20,000,000.0
Subscribed for common shares (in Shares)						7,700,000
Metric tones of polymetallic nodules (in Grams)									200,000,000
Warrants to purchase common shares										11,600,000
Allseas \| Closing of the Business Combination
Finite-Lived Intangible Assets [Line Items]
Consideration amount									$ 10,000,000
Allseas \| Later of (i) January 1, 2022, and (ii) confirmation of successful collection of North Sea test
Finite-Lived Intangible Assets [Line Items]
Consideration amount									10,000,000
Allseas \| Completion of the PMTS
Finite-Lived Intangible Assets [Line Items]
Consideration amount									$ 10,000,000
Nauru Ocean Resources Inc [Member] \| NORI Exploration Contract [Member]
Finite-Lived Intangible Assets [Line Items]
Application fee								$ 300,000
Term (in year)									15 years
Renewable for successive term									5 years
Payments to Acquire Mining Assets								$ 300,000
Marawa Research and Exploration Limited [Member] \| Marawa Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Application fee									$ 300,000
Term (in year)							15 years		40 years
Renewable for successive term									5 years
Annual exploration fees, ISA royalties and taxes will pay to the ISA, on behalf of Marawa									$ 47,000
ISA exploration application fee will pay to the ISA, on behalf of Marawa									300,000
Payments to Acquire Mining Assets									$ 300,000
Tonga Off shore Mining Limited \| Tonga Offshore Mining Limited Exploration Contract [Member]
Finite-Lived Intangible Assets [Line Items]
Term (in year)									15 years
Renewable for successive term									5 years
Allseas \| Completion of the PMTS
Finite-Lived Intangible Assets [Line Items]
Common shares issued (in shares)					11,600,000

Exploration Licenses - Schedule of common shares transactions (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Sep. 30, 2020

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 22,478

Common shares issued (in shares)

20,820,818

Marine vessel cost recognized

$ 23,848

$ 18,226

^[1]

$ 38,107

$ 4,556

$ 56,333

$ 80,181

$ 35,744

Accounts Payable and Accrued Liabilities, Current

28,343

$ 11,696

$ 6,430

$ 11,696

28,343

$ 4,316

2017/2018

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 2,566

Common shares issued (in shares)

2,376,396

Fair value per common share (in Dollars per share)

$ 0.65

2018

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 4,594

Common shares issued (in shares)

4,255,215

Fair value per common share (in Dollars per share)

$ 1.51

2019

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 5,615

Common shares issued (in shares)

5,201,561

Fair value per common share (in Dollars per share)

$ 3.11

2019/2020

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 5,120

Common shares issued (in shares)

4,742,615

Fair value per common share (in Dollars per share)

$ 3.11

2020/2021

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

$ 4,583

Common shares issued (in shares)

4,245,031

Fair value per common share (in Dollars per share)

$ 6.05

Maersk Supply Service A S [Member]

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost invoiced

4,800

$ 2,300

$ 29,500

$ 17,900

Common shares issued (in shares)

4,245,031

Marine vessel cost recognized

$ 64,553

Accounts Payable and Accrued Liabilities, Current

$ 9,300

9,300

$ 1,800

Maersk Supply Service A S [Member] | 2017/2018

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost recognized

1,539

Maersk Supply Service A S [Member] | 2018

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost recognized

6,431

Maersk Supply Service A S [Member] | 2019

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost recognized

16,173

Maersk Supply Service A S [Member] | 2019/2020

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost recognized

14,746

Maersk Supply Service A S [Member] | 2020/2021

Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items]

Marine vessel cost recognized

$ 25,664

[1]	Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Exploration Licenses - Schedule of breakdown of exploration expenses (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

9 Months Ended

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

Sep. 30, 2020

Jun. 30, 2021

Sep. 30, 2021

Sep. 30, 2020

Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items]

Exploration labor

$ 849

$ 770

$ 2,389

$ 2,046

Offshore campaigns

5,440

2,611

29,093

17,432

Common share options-based payments (Note 10)

3,032

280

30,577

481

Amortization

128

141

324

421

External consulting

804

691

3,755

2,823

Travel, workshop and other

695

1,143

874

PMTS

12,900

11,667

Exploration expenses

23,848

$ 18,226

$ 38,107

4,556

$ 56,333

80,181

35,744

General

Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items]

External consulting

Exploration expenses

NORI Exploration Contract

Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items]

Exploration labor

483

423

1,330

1,171

Offshore campaigns

4,352

2,089

23,365

13,875

Common share options-based payments (Note 10)

1,578

148

16,680

265

Amortization

127

139

321

417

External consulting

564

397

2,648

1,935

Travel, workshop and other

592

841

617

PMTS

10,244

9,333

Exploration expenses

17,940

3,241

55,429

27,613

Marawa Agreements

Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items]

Exploration labor

198

181

552

566

Offshore campaigns

544

261

2,864

2,786

Common share options-based payments (Note 10)

594

6,925

171

External consulting

118

127

538

464

Travel, workshop and other

120

181

PMTS

1,376

1,167

Exploration expenses

2,857

665

12,375

5,335

TOML Exploration Contract

Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items]

Exploration labor

168

166

507

309

Offshore campaigns

544

261

2,864

771

Common share options-based payments (Note 10)

860

6,972

Amortization

External consulting

112

150

559

386

Travel, workshop and other

182

PMTS

1,280

1,167

Exploration expenses

$ 3,041

$ 633

$ 12,367

$ 2,758

[1]	Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Convertible Debentures (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 09, 2021	Feb. 18, 2021	Feb. 28, 2021	Sep. 30, 2021	Sep. 30, 2021
Convertible Debentures
Amount of convertible debentures issued			$ 26.0
Interest rate percentage			7.00%
Conversion price per share (in Dollars per share)			$ 8.64
Principal amount		$ 0.5
Common share (in Shares)		57,894
Accrued interest on convertible debentures				$ 0.3	$ 1.0
Reserved common shares (in Shares)	3,068,673
Consisting principal amount	$ 25.5
Accrued interest	$ 1.0

Warrant Liability (Details)	9 Months Ended
Warrant Liability (Details)	Sep. 30, 2021 USD ($) $ / shares shares	Oct. 09, 2021 $ / shares
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding \| shares	15,000,000
Exercise price of warrants		$ 11.50
Redemption price per warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Trading days for redemption of public warrants \| $	20
Consecutive trading days for redemption of public warrants \| $	30
Public Warrants \| Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 18.00 [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 18.00
Private Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding \| shares	9,500,000
Number of shares issuable per warrant \| shares	0
Redemption price per warrant (in dollars per share)	$ 0.01

Warrant Liability - Fair value of warrant liabilities (Details) - Private warrants $ in Thousands	1 Months Ended
	Sep. 30, 2021 USD ($)
Financing Receivable, Impaired [Line Items]
Warrant liability as at September 9, 2021	$ 12,501
Gain on change in fair value of warrant liability	(878)
Warrant liability as at September 30, 2021	$ 11,623

Warrant Liability - Level 3 fair value measurements (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 $ / shares	Sep. 30, 2021 $ / shares
Volatility		89.40%
Term		3 years 8 months 12 days
Risk-free rate		0.50%
Dividend yield		0.00%
Fair Value Level 3 [Member]
Exercise price	$ 11.50	$ 11.50
Stock price	$ 4.57	$ 4.57
Volatility	58.00%
Term		4 years 10 months 24 days
Risk-free rate	1.00%
Dividend yield	0.00%

Common Shares (Details)	9 Months Ended
Common Shares (Details)	Sep. 30, 2021 USD ($) shares
Class of Stock [Line Items]
Threshold trading days within any thirty trading day period for automatic conversion of special shares \| $	20
Threshold consecutive trading day period for automatic conversion of special shares \| $	30
Minimum
Class of Stock [Line Items]
Trigger price \| shares	15
Maximum
Class of Stock [Line Items]
Trigger price \| shares	200

Common Shares - Schedule of authorized, issued and outstanding common shares and special shares (Details) - shares	Sep. 30, 2021	Sep. 09, 2021	Dec. 31, 2020
Schedule of authorized and issued share capital [Line Items]
Ordinary shares, issued	224,385,324		189,493,593
Ordinary shares, outstanding	224,385,324	224,385,324
Class A special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	5,000,000
Ordinary shares, issued	4,448,259
Ordinary shares, outstanding	4,448,259
Class B special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	10,000,000
Ordinary shares, issued	8,896,399
Ordinary shares, outstanding	8,896,399
Class C special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	10,000,000
Ordinary shares, issued	8,896,399
Ordinary shares, outstanding	8,896,399
Class D special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	20,000,000
Ordinary shares, issued	17,792,922
Ordinary shares, outstanding	17,792,922
Class E special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	20,000,000
Ordinary shares, issued	17,792,922
Ordinary shares, outstanding	17,792,922
Class F special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	20,000,000
Ordinary shares, issued	17,792,922
Ordinary shares, outstanding	17,792,922
Class G special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	25,000,000
Ordinary shares, issued	22,241,179
Ordinary shares, outstanding	22,241,179
Class H special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	25,000,000
Ordinary shares, issued	22,241,179
Ordinary shares, outstanding	22,241,179
Class I special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	500,000
Ordinary shares, issued	500,000
Ordinary shares, outstanding	500,000
Class J special shares
Schedule of authorized and issued share capital [Line Items]
Special shares, authorized	741,000
Ordinary shares, issued	741,000
Ordinary shares, outstanding	741,000

Common Shares - Schedule of common shares (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Class of Stock [Line Items]
Number of beginning balance			189,493,593
Balance	$ 13,068	$ 36,706	$ 36,254	$ 8,188	$ 8,188
Amount of private placement		8,531		20,374
Amount of financing cost incurred - Cash				(26)
Amount of Exercise of stock options	1,673		4,236
Amount of Issued in Business Combination	$ 91,326		$ 91,326
Number of ending balance	224,385,324		224,385,324		189,493,593
Balance	$ 106,675	41,976	$ 106,675	$ 41,976	$ 36,254
Common shares
Class of Stock [Line Items]
Number of beginning balance			189,493,593	163,331,904	163,331,904
Balance	188,901		$ 154,431	$ 79,824	$ 79,824
Number of private placement (in Shares)					6,553,409
Amount of private placement				20,374	$ 20,374
Amount of financing cost incurred - Cash					(26)
Amount of financing cost incurred - Stock option-based payments					$ (397)
Number of issued for TOML acquisition (in Shares)					9,005,595
Amount of issued for TOML acquisition					$ 28,000
Number of issued for services (in Shares)			4,432,606		7,997,496
Number of issued for services			$ 26,960		$ 24,866
Number of Exercise of stock options (in Shares)			6,312,756		2,605,189
Amount of Exercise of stock options	6,039		$ 14,297		$ 1,790
Number Of conversion of preferred shares to common shares (in Shares)			509,459
Amount of conversion of preferred shares to common shares	550		$ 550
Number Of Issued in Business Combination (in Shares)			20,510,343
Amount of Issued in Business Combination	$ 60,987		$ 60,987
Number Of Conversion Of Debentures (in Shares)			3,126,567
Amount of Conversion of debentures			$ 27,003
Number of ending balance	224,385,324		224,385,324		189,493,593
Balance	$ 284,228	$ 152,522	$ 284,228	$ 152,522	$ 154,431

Share-based compensation (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Share-based compensation (Details) - USD ($)	Mar. 04, 2021	Feb. 26, 2021	Feb. 17, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Stock Options (Details) [Line Items]
Proceeds from stock option exercised							$ 4,236,000
Exercise price (in Dollars per share)							$ 0.65
Exercise price (in Dollars per share)		$ 0.22
Weighted-average recognition period									7 years 4 months 2 days
Fair value of stock options vested		$ 46,777	$ 568,120
Number of stock options exercise price (in Dollars per share)							$ 2.10
Number of stock options granted (in Shares)							6,373,203
Common Share options-based payments					$ 35,000		$ 35,000
Stock option number of shares outstanding (in Shares)				15,503,755	15,503,755		15,503,755
Minimum
Stock Options (Details) [Line Items]
Option expire date			Feb. 17, 2026
Exercise price (in Dollars per share)			$ 0.22
Maximum
Stock Options (Details) [Line Items]
Option expire date			Feb. 26, 2026
Exercise price (in Dollars per share)			$ 0.65
Short Term Incentive Plan
Stock Options (Details) [Line Items]
Number of stock options outstanding (in Shares)				15,503,755	15,503,755		15,503,755
Weighted-average recognition period term							1 year 8 months 12 days
Total unrecognized stock-based compensation expense							$ 3,700,000
Total grant date fair value of options vested							29,600,000
Long Term Incentive Plan
Stock Options (Details) [Line Items]
Share option-based payments expense				$ 3,900,000
Intrinsic value of stock option				$ 38,400,000	$ 38,400,000		$ 38,400,000
Number of stock options exercise price (in Dollars per share)							$ 0.65
Number of stock options granted (in Shares)							9,783,922
Number of stock options outstanding (in Shares)				9,783,922	9,783,922		9,783,922
Total unrecognized stock-based compensation expense							$ 33,200,000
Share Option One
Stock Options (Details) [Line Items]
Common stock of per shares (in Dollars per share)				$ 4.57	$ 4.57		$ 4.57
Intrinsic value of stock option				$ 39,400,000	$ 39,400,000		$ 39,400,000
Equity Option [Member]
Stock Options (Details) [Line Items]
Share option-based payments expense					9,500,000	$ 1,500,000	55,200,000	$ 1,700,000
Share Option One
Stock Options (Details) [Line Items]
Share option-based payments expense					6,400,000	1,200,000	24,700,000	1,200,000
Share Option Two
Stock Options (Details) [Line Items]
Share option-based payments expense					$ 3,000,000.0	$ 300,000	$ 30,600,000	$ 500,000
Share-based Payment Arrangement, Tranche One [Member]
Stock Options (Details) [Line Items]
Derived service periods							3 months 29 days
Derived per share (in Dollars per share)							$ 5.59
Market Capitalizations							$ 3,000,000,000
Share-based Payment Arrangement, Tranche One [Member] \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage							25.00%
Share-based Payment Arrangement, Tranche Two [Member]
Stock Options (Details) [Line Items]
Derived service periods							1 year 4 months 28 days
Derived per share (in Dollars per share)							$ 5.42
Market Capitalizations							$ 6,000,000,000
Share-based Payment Arrangement, Tranche Two [Member] \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage							35.00%
Tranche 3 \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage							20.00%
Tranche 4 \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage							20.00%
Short Term Incentive Plan
Stock Options (Details) [Line Items]
Option expire date	Jun. 01, 2028
Fair value of stock options vested	$ 5,758,306
Short Term Incentive Plan \| Minimum
Stock Options (Details) [Line Items]
Exercise price (in Dollars per share)	$ 0.65
Short Term Incentive Plan \| Maximum
Stock Options (Details) [Line Items]
Exercise price (in Dollars per share)	$ 8.64
Long Term Incentive Plan
Stock Options (Details) [Line Items]
Fair value of stock options vested	$ 9,783,922
Long Term Incentive Plan \| Share-based Payment Arrangement, Tranche One [Member]
Stock Options (Details) [Line Items]
Market Capitalizations							$ 3,000,000,000
Long Term Incentive Plan \| Share-based Payment Arrangement, Tranche Two [Member]
Stock Options (Details) [Line Items]
Market Capitalizations							$ 6,000,000,000
2021 Incentive Equity Plan
Stock Options (Details) [Line Items]
Common Shares issued and outstanding percentage							4.00%
Aggregate number of common shares reserved for issuance under the plan				24,682,386	24,682,386		24,682,386
2021 Incentive Equity Plan \| Non-employee directors
Stock Options (Details) [Line Items]
Stock option number of shares outstanding (in Shares)				2,243,853	2,243,853		2,243,853

Share-based compensation - Schedule of company's stock options (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Share-based compensation
Options Outstanding, beginning balance	15,549,977
Weighted average exercise price per option, beginning balance	$ 0.80
Aggregate Intrinsic value of stock options, beginning balance	$ 36,126
Weighted average contractual life (years), beginning balance		7 years 4 months 2 days
Options Outstanding, Cancelled	(57,891)
Weighted average exercise price per option, Cancelled	$ 0.65
Options Outstanding, Expired	(50,946)
Weighted average exercise price per option, Expired	$ 0.39
Options Outstanding, Granted	6,373,203
Weighted average exercise price per option, Granted	$ 2.10
Options Outstanding, Exercised	(6,310,588)
Weighted average exercise price per option, Exercised	$ 0.67
Options Outstanding, ending balance	15,503,755	15,549,977
Weighted average exercise price per option, ending balance	$ 1.39	$ 0.80
Aggregate Intrinsic value of stock options, ending balance	$ 52,579	$ 36,126
Weighted average contractual life (years), ending balance	6 years 1 month 6 days
Options Outstanding, Vested and expected to Vest	15,503,755
Weighted average exercise price, Vested and expected to Vest	$ 1.39
Aggregate Intrinsic value of stock options, Vested and expected to Vest	$ 52,579
Weighted average contractual life (years), Vested and expected to Vest	6 years 1 month 6 days
Options Outstanding, Vested and exercisable	13,513,779
Weighted average exercise price, Vested and exercisable	$ 0.86
Aggregate Intrinsic value of stock options, Vested and exercisable	$ 50,155
Weighted average contractual life (years), Vested and exercisable	6 years 2 months 19 days

Share-based compensation - Schedule of company's stock options outstanding (Details)	9 Months Ended
	Sep. 30, 2021 shares
Class of Warrant or Right [Line Items]
Options Outstanding	15,503,755
Options Exercisable	13,513,779
March 5, 2022
Class of Warrant or Right [Line Items]
Expiry Date	Mar. 05, 2022
Exercise price	$0.65
Weighted average life to expiry (years)	5 months 4 days
Options Outstanding	634,541
Options Exercisable	634,541
March 5, 2023
Class of Warrant or Right [Line Items]
Expiry Date	Mar. 05, 2023
Exercise price	$2.59
Weighted average life to expiry (years)	1 year 5 months 4 days
Options Outstanding	405,251
Options Exercisable	135,084
March 31, 2024
Class of Warrant or Right [Line Items]
Expiry Date	Mar. 31, 2024
Exercise price	$0.65
Weighted average life to expiry (years)	2 years 6 months
Options Outstanding	73,811
Options Exercisable	73,811
March 5, 2025
Class of Warrant or Right [Line Items]
Expiry Date	Mar. 05, 2025
Exercise price	$8.64
Weighted average life to expiry (years)	3 years 5 months 4 days
Options Outstanding	405,251
December 31, 2025
Class of Warrant or Right [Line Items]
Expiry Date	Dec. 31, 2025
Exercise price	$0.65
Weighted average life to expiry (years)	4 years 3 months
Options Outstanding	11,578
Options Exercisable	11,578
February 2, 2026
Class of Warrant or Right [Line Items]
Expiry Date	Feb. 02, 2026
Exercise price	$0.65
Weighted average life to expiry (years)	4 years 4 months 6 days
Options Outstanding	57,893
Options Exercisable	57,893
February 17, 2026 \| Minimum
Class of Warrant or Right [Line Items]
Exercise price	$0.22
February 17, 2026 \| Maximum
Class of Warrant or Right [Line Items]
Exercise price	$0.52
February172026OneMember
Class of Warrant or Right [Line Items]
Expiry Date	Feb. 17, 2026
Weighted average life to expiry (years)	4 years 4 months 20 days
Options Outstanding	448,861
Options Exercisable	448,861
June12028Member
Class of Warrant or Right [Line Items]
Expiry Date	Jun. 01, 2028
Weighted average life to expiry (years)	6 years 8 months 1 day
Options Outstanding	12,192,921
Options Exercisable	10,878,363
June12028Member \| Minimum
Class of Warrant or Right [Line Items]
Exercise price	$0.65
June12028Member \| Maximum
Class of Warrant or Right [Line Items]
Exercise price	$8.64
June302028Member
Class of Warrant or Right [Line Items]
Expiry Date	Jun. 30, 2028
Exercise price	$2.59
Weighted average life to expiry (years)	6 years 9 months
Options Outstanding	1,273,648
Options Exercisable	1,273,648

Share-based compensation - Schedule of weighted average assumptions under the company's STIP (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares
Stock Options (Details) - Schedule of weighted average assumptions [Line Items]
Expected dividend yield	0.00%
Expected stock price volatility	89.40%
Risk-free interest rate	0.50%
Expected life of options (years)	3 years 8 months 12 days
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 7.0
Tranche 1 and Tranche 2
Stock Options (Details) - Schedule of weighted average assumptions [Line Items]
Expected dividend yield	0.00%
Expected stock price volatility	91.00%
Risk-free interest rate	1.30%
Expected life of options (years)	7 years 3 months 18 days
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 7.00
Tranche 3
Stock Options (Details) - Schedule of weighted average assumptions [Line Items]
Expected dividend yield	0.00%
Expected stock price volatility	91.20%
Risk-free interest rate	0.80%
Expected life of options (years)	5 years 2 months 12 days
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 7.00
Tranche 4
Stock Options (Details) - Schedule of weighted average assumptions [Line Items]
Expected dividend yield	0.00%
Expected stock price volatility	91.20%
Risk-free interest rate	0.90%
Expected life of options (years)	5 years 4 months 24 days
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 7.00

Share-based compensation - Schedule of weighted average assumptions (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares
Share-based compensation
Expected dividend yield	0.00%
Expected stock price volatility	89.40%
Risk-free interest rate	0.50%
Expected life of options (years)	3 years 8 months 12 days
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 7.0

Share-based compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Number of RSUs Outstanding
Granted \| shares	56,224
Outstanding - September 30, 2021 \| shares	56,224
Weighted average grant-date fair value per option
Granted \| $ / shares	$ 12.45
Outstanding - September 30, 2021 \| $ / shares	$ 12.45

Loss per share - Anti-dilutive common equivalent shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	197,662,485	17,933,833	197,662,485	17,933,833
Outstanding options to purchase common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	25,287,677	17,933,833	25,287,677	17,933,833
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	56,224		56,224
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	36,078,620		36,078,620
Outstanding Special Shares and options to purchase Special Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	136,239,964		136,239,964

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
SSCS Pte. Ltd
Related Party Transactions (Details) [Line Items]
Consulting services	$ 75,000	$ 80,000	$ 213,000	$ 218,000
Amount payable			30,000		$ 23,000
Ocean Renaissance LLC
Related Party Transactions (Details) [Line Items]
Consulting services	$ 93,000	$ 92	300,000	$ 300,000
Amount payable			$ 0		$ 0

Commitments (Details)
$ in Thousands, $ in Millions

3 Months Ended

6 Months Ended

9 Months Ended

60 Months Ended

72 Months Ended

Sep. 30, 2021

USD ($)

Jun. 30, 2021

USD ($)

^[1]

Mar. 31, 2021

USD ($)

Sep. 30, 2020

USD ($)

Jun. 30, 2021

USD ($)

Sep. 30, 2021

USD ($)

Sep. 30, 2021

AUD ($)

Sep. 30, 2020

USD ($)

Sep. 30, 2020

AUD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2021

USD ($)

May 25, 2012

Long-term Purchase Commitment [Line Items]

Exploration expenses

$ 23,848

$ 18,226

$ 38,107

$ 4,556

$ 56,333

$ 80,181

$ 35,744

Percentage of annual production committed to Glencore

50.00%

Nauru Ocean Resources Inc [Member]

Long-term Purchase Commitment [Line Items]

Spending committed

$ 5,000

Long-term Purchase Commitment, Period

5 years

Marawa Research and Exploration Limited [Member]

Long-term Purchase Commitment [Line Items]

Exploration expenses

$ 2

$ 1

Tonga Off shore Mining Limited

Long-term Purchase Commitment [Line Items]

Spending committed

$ 30,000

Exploration expenses

$ 17,200

[1]	Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.

Supplemental Cash Flow Information - Schedule non cash investing and financing activities (Details) - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Supplemental Cash Flow Information
Common shares issued to settle accounts payable and accrued liabilities (Note 6)	12,879	14,746
Common shares issued for TOML Acquisition (Note 5)		28,000
Conversion of debentures (Note 7)	$ 27,003

Segmented Information - Schedule of equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	$ 1,387	$ 1,310
Republic of Nauru [Member]
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	1,373	1,292
Tonga [Member]
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	12	15
North America [Member]
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	$ 2	$ 3