0001104659-22-038029 | 10-K | XBRL Viewer

Print Document View Excel Document

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current
Cash	$ 84,873	$ 10,096
Receivables and prepayments	3,686	129
Total current assets	88,559	10,225
Non-current
Exploration contracts	43,150	43,150
Equipment	1,416	1,310
Total non-current assets	44,566	44,460
TOTAL ASSETS	133,125	54,685
Current
Accounts payable and accrued liabilities	26,573	4,316
Deferred acquisition costs		3,440
Total current liabilities	26,573	7,756
Non-current
Deferred tax liability	10,675	10,675
Warrant liability	3,126
TOTAL LIABILITIES	40,374	18,431
EQUITY
Common shares (unlimited shares, no par value - issued: 225,432,493 (December 31, 2020 - 189,493,593))	296,051	154,431
Preferred shares (unlimited share, no par value - issued: nil (December 31, 2020 - 509,459))		550
Additional paid in capital	102,073	45,347
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(304,157)	(162,858)
TOTAL EQUITY	92,751	36,254
TOTAL LIABILITIES AND EQUITY	$ 133,125	$ 54,685

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Common shares, no par value	$ 0
Ordinary shares, issued	225,432,493	189,493,593
Preferred shares, no par value	$ 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

Consolidated Statements of Loss and Comprehensive Loss $ in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 AUD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 AUD ($) shares
Operating expenses
Exploration and evaluation expenses	$ 8,100	$ 2	$ 48,881	$ 1
General and administrative expenses	56,583		7,723
Operating loss	149,589		56,604
Other items
Change in fair value of warrant liability	(9,375)
Foreign exchange loss	82		80
Interest expense (income)	1,003		(53)
Loss and comprehensive loss for the year	$ 141,299		$ 56,631
Loss per share
Earnings Per Share, Basic \| $ / shares	$ 0.69		$ 0.32
Earnings Per Share, Diluted \| $ / shares	$ 0.69		$ 0.32
Weighted average number of common shares outstanding - diluted \| shares	204,926,931	204,926,931	178,570,876	178,570,876
Weighted average number of common shares outstanding - basic \| shares	204,926,931	204,926,931	178,570,876	178,570,876

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Common shares	Preferred shares	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Deficit	Total
Balance at Dec. 31, 2019	$ 79,824	$ 550	$ 35,257	$ (1,216)	$ (106,227)	$ 8,188
Balance (in Shares) at Dec. 31, 2019	163,331,904
Exercise of stock options (Note 16)	$ 1,790		(871)			919
Exercise of stock options (Note 16) (in shares)	2,605,189
Common shares issued for exploration and evaluation expenses (Note 11)			12,879			12,879
Private placements (net of financing costs)	$ 20,376					20,376
Private placements (net of financing costs) (in shares)	6,553,409
Financing cost	$ (28)					(28)
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7)	$ 28,000					28,000
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) (in shares)	9,005,595
Share-based compensation (Note 16)	$ (397)		4,493			4,096
Common shares issued for services	$ 24,866		(6,411)			18,455
Common shares issued for services (in shares)	7,997,496
Net equity from Business Combination (Note 6)	$ 28,000					28,000
Net equity from Business Combination (Note 6) (in shares)	9,005,595
Loss for the year					(56,631)	(56,631)
Balance at Dec. 31, 2020	$ 154,431	550	45,347	(1,216)	(162,858)	36,254
Balance (in Shares) at Dec. 31, 2020	189,493,593
Exercise of stock options (Note 16)	$ 14,297		$ (10,061)			4,236
Exercise of stock options (Note 16) (in shares)	6,312,756
Conversion of restricted share units (Note 16) (in shares)	173,216		(399,000)
Conversion of restricted share units (Note 16)	$ 399
Common shares issued for exploration and evaluation expenses (Note 11) (in shares)	4,245,031
Common shares issued for exploration and evaluation expenses (Note 11)	$ 25,664		$ (12,879)			12,785
Conversion of debentures (Note 13)	$ 27,003					27,003
Conversion of debentures (Note 13) (in shares)	3,126,567
Share-based compensation (Note 16)			60,565			60,565
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7)	$ 72,411		19,500			91,911
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) (in shares)	21,384,296
Common shares issued for services	$ 1,296					1,296
Common shares issued for services (in shares)	187,575
Net equity from Business Combination (Note 6)	$ 72,411		19,500			91,911
Net equity from Business Combination (Note 6) (in shares)	21,384,296
Conversion of preferred shares to common shares	$ 550	$ (550)
Conversion of preferred shares to common shares (in shares)	509,459
Loss for the year					(141,299)	(141,299)
Balance at Dec. 31, 2021	$ 296,051		$ 102,073	$ (1,216)	$ (304,157)	$ 92,751
Balance (in Shares) at Dec. 31, 2021	225,432,493

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash resources provided by (used in) Operating activities
Loss for the year	$ (141,299)	$ (56,631)
Items not affecting cash:
Amortization	453	563
Expenses settled in share-based payments	74,571	27,098
Interest on convertible debentures	1,003	53
Change in fair value of warrant liability	(9,375)
Unrealized foreign exchange	(15)	8
Changes in working capital:
Receivables and prepayments	(3,479)	(110)
Accounts payable and accrued liabilities	22,049	2,487
Net cash used in operating activities	(56,092)	(26,532)
Investing activities
Settlement of deferred acquisition costs	(3,440)
Acquisition of exploration contract		(607)
Acquisition of equipment	(402)
Net cash used in investing activities	(3,842)	(607)
Financing activities
Proceeds from exercise of stock options	4,236	919
Proceeds from issuance of convertible debentures	26,000
Proceeds from issuance of common shares (net of fees and other costs)		20,373
Proceeds from Business Combination (net of fees and other costs)	104,465
Net cash provided by financing activities	134,701	21,292
Increase (decrease) in cash	74,767	(5,847)
Impact of exchange rate changes on cash	10	(8)
Cash - beginning of year	10,096	15,951
Cash - end of year	$ 84,873	$ 10,096

Nature of Operations

12 Months Ended

Dec. 31, 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 6). 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, all information prior to the Business Combination, including the prior year 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 in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) critical for the transition to clean energy and infrastructure buildout.

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 km²in 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 km²in the CCZ (“TOML Area”) under the sponsorship of the 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 km²in 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 to subsequently convert that system into an early commercial production system. Maersk Supply Service A/S (“Maersk”) previously provided marine vessel operations and project management services for resource definition and environmental offshore campaigns. The agreement with Maersk ended in January 2022, following the completion of the NORI Area D 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 and may not be fully under the Company’s control.

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 could negatively impact the Company’s business operations, exploration and development plans, results of operations, financial position, and cash flows.

Basis of Presentation

12 Months Ended

Dec. 31, 2021

Basis of Presentation

Basis of Presentation

2.	Basis of Presentation

Statement of Compliance

These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and include the accounts of TMC and its wholly-owned subsidiaries.

All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 6).

Basis of Measurement

These consolidated financial statements have been prepared under the historical cost convention, except for warrants liability that has been measured at fair value, and are presented in US dollars.

Consolidation

These consolidated financial statements include the financial statements of the Company and its subsidiaries. The principal subsidiaries of the Company, their activities, and their geographic locations as at December 31, 2021 were as follows:


			Proportion of
			Interest Held
Subsidiary	Principal Activity	Location	by the Company
DeepGreen Metals ULC	Mineral exploration	Canada	100%
DeepGreen Engineering Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen Resources, LLC	Holding Company	USA	100%
Nauru Ocean Resources Inc.	Mineral exploration	Republic of Nauru	100%
Nauru Education and Training Foundation Inc. (“NEAT”)	Holding Company	Republic of Nauru	100%
Nauru Health and Environment Foundation Inc. (“NHEF”)	Holding Company	Republic of Nauru	100%
Tonga Offshore Mining Ltd.	Mineral exploration	Kingdom of Tonga	100%
Koloa Moana Resources Ltd.	Holding Company	Canada	100%
Offshore Minerals Pty. Ltd.	Mineral exploration	Australia	100%
DeepGreen TOML Singapore Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen TOML Holding 1 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Holding 2 Ltd.	Holding Company	British Virgin Islands	100%
The Metals Company Australia Pty Ltd	Dormant	Australia	100%
TMC The Metals Company UK Limited	Dormant	United Kingdom	100%

All inter-group balances have been eliminated on consolidation.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

Significant Accounting Policies

3.	Significant Accounting Policies

Foreign Currencies

The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and all its subsidiaries is the U.S. Dollar, except for NEAT and NHEF, whose functional currency is the Australian Dollar.

At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated into the functional currency at the rates prevailing at that date. Non-monetary assets and liabilities carried at fair value that are denominated in currencies other than the U.S. Dollar are translated at rates prevailing at the date when the fair value was determined. All gains

and losses on translation of these foreign currency transactions are included in the statements of loss and comprehensive loss. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For consolidation purposes, the assets and liabilities of entities with functional currencies other than the US Dollar are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting changes are recognized in accumulated other comprehensive loss within equity as currency translation differences.

ii.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these 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 16) and the common shares issued to Maersk (Notes 11 and 15), as well as the valuation of warrants liability (Note 14). Actual results could differ materially from those estimates.

iii.

Loss Per Share

Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the “if converted” method. The dilutive effect of outstanding options and their equivalents is reflected in the diluted loss per share by application of the treasury stock method.

iv.

Financial Instruments

Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled, or expires.

The Company’s financial instruments consists of cash and cash equivalents, receivables, accounts payable and accrued liabilities, and deferred acquisition costs which are recorded at amortized cost as well as warrants to acquire common shares of the Company which are measured at fair value.

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 U.S. 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 years ended December 31, 2021 and 2020.

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

vi.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and term deposits with a remaining term to maturity at acquisition of three months or less. As at December 31, 2021 and 2020, the Company had no cash equivalents.

vii.

Equipment

Equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits from such assets will flow to the Company and the cost of such assets can be measured reliably. The carrying amount of an asset is derecognized when it is replaced or taken out of service. Repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the period they are incurred.

The major categories of equipment are amortized on a declining balance basis as follows:


Exploration and other equipment	30	%
Office equipment	30	%

The Company allocates the amount initially recognized to each asset’s significant components and depreciates each component separately. Amortization methods and useful life of the assets are reviewed at each financial period end and adjusted on a prospective basis, if required.

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss.

viii.

Leases

The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. The Company does not have any finance leases.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The Company elected to apply the short-term lease recognition exemption to all of its lease arrangements and recorded an expense of $132 (2020: $117) for lease payments during the year ended December 31, 2021 relating to office premises and employee accommodations. Such lease expense is disclosed under general and administrative expenses within the statement of loss and comprehensive loss and forms part of cash flow from operating activities.

ix.

Exploration Contracts

The Company is in the exploration stage with respect to its investment in exploration contracts and follows the practice of capitalizing costs related to the acquisition of such exploration contracts. The cost of exploration contracts will be charged to operations using a unit-of-production method based on proven and probable reserves once commercial production commences in the future.

x.Exploration and Evaluation Expenses

The Company expenses all costs related to exploration and development of exploration contracts. Such exploration and development costs include, but are not limited to, exploration contract management, geological, geochemical and geophysical studies, environmental studies and process development.

xi.

Share-Based Compensation

Share-based compensation is measured at the grant date based on the fair value of the award and is recognized over the requisite service period. Share-based compensation costs are charged to exploration and evaluation expenses or general and administrative expenses in the statement of loss and comprehensive loss. The Company recognizes forfeiture of any awards as they occur. The Company records share-based compensation from the issuance of stock options and restricted share units (“RSUs”) to employees with service-based conditions using the accelerated attribution method.

For stock options issued with performance conditions (Note 16), the Company recognizes share-based compensation cost when the specific performance targets become probable of being achieved using the accelerated attribution method. When these costs relate to equity financing, they are netted against share capital as a share issuance cost. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant date using a Black-Scholes option-pricing model.

For stock options issued with market conditions (Note 16), the Company recognizes share-based compensation cost over the expected achievement period for the related market capitalization milestone determined on the grant date. If the related market capitalization milestone is achieved earlier than its expected achievement period, then any unamortized share-based compensation cost for that milestone is recognized at that time. The fair value of market-based stock option awards is estimated on the grant date using Monte-Carlo simulations.

The Company at times grants common shares, stock options or RSUs in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided.

xii.

Warrants Liability

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 U.S. GAAP Accounting Standard Coding (“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.

The Company accounts for the Public Warrants and Private Warrants (as defined below) in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), and the U.S. Securities and Exchange Commission (“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, subsequent to the Business Combination, the 15,000,000 common share warrants issued by SOAC as part of the units offered in its initial public offering (“Public Warrants”) were determined to meet the criteria for equity classification, while the 9,500,000 private placement common share warrants issued by SOAC in a private placement simultaneously with the closing of the initial public offering (“Private Warrants”) did 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.

xiii.

Income Taxes

Income tax expense represents the sum of current tax expense and deferred tax expense.

Current tax expense is based on taxable profit for the year and includes any adjustments to tax payable in respect of previous years. Taxable profit differs from accounting profit or loss as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable or deductible in other years and (ii) items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date.

The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying statements of loss and comprehensive loss.

Deferred tax income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are differences between the accounting basis and tax basis of assets and liabilities, non-capital loss, capital loss, and tax credits carryforwards and are measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credits carryforwards are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated income statement in the period that enactment occurs. When realization of deferred income tax assets does not meet the more likely than not criterion for recognition, a valuation allowance is provided.

Significant Accounting Estimates and Judgements

12 Months Ended

Dec. 31, 2021

Significant Accounting Estimates and Judgements

Significant Accounting Estimates and Judgements

4.	Significant Accounting Estimates and Judgements

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the

circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Significant management judgments and estimates were applied to the following areas:

TOML Acquisition

In March 2020, the Company completed the TOML Acquisition (Note 7) and applied guidance from ASC 805, Business Combinations, to understand the accounting treatment regarding this acquisition and make necessary judgements.

ASC 805 defines a business as consisting of inputs and processes, which when the processes are applied to those inputs, have the ability to contribute to the creation of outputs. The key input acquired in connection with the TOML Acquisition is the TOML Exploration Contract (Note 7) and the related intellectual property. The TOML Exploration Contract is in the development stage and therefore does not produce outputs. ASC 805 requires that where there is no output, there must be both an input and substantive process which must include an organized workforce with the necessary skills, experience, and knowledge to develop and convert the inputs into outputs, for a group of assets to be considered a business. An organized workforce was not included in the TOML Acquisition and therefore the Company’s management deemed that the TOML Acquisition was not a business acquisition and only an acquisition of a group of assets.

The Company’s position is supported by ASC 805’s guidance that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not considered a business. The value of the TOML Acquisition is considered to be primarily in the TOML Exploration Contract.

Management also determined that other assets acquired (which included other intangible assets such as patents and trademarks) were connected to the TOML Exploration Contract and would not hold value by themselves. The value of the total cost was therefore capitalized and reported as “Exploration contracts” on the Company’s balance sheet.

ii.

Valuation of Share-Based Payments

TMC recognized the cost of share-based awards granted to employees, non-employees and directors based on the estimated grant-date fair value of the awards. Prior to closing of the Business Combination, TMC determined the fair value of stock options using the Black-Scholes option pricing model, which was impacted by the following assumptions:

●

Fair Value of Common Shares on the Date of the Grant — The Company estimated the value of its common shares using the Probability Weighted Expected Return Method (“PWERM”). The Company applied the PWERM by first defining the range of potential future liquidity outcomes, including the share price used for its most recent private placements and the share price used for the Business Combination, then allocating its value based on the probability of that event occurring.

●

Expected Term—TMC used the term of the award when calculating the expected term due to insufficient historical exercise data.

●

Expected Volatility—As TMC’s shares were not actively traded prior to closing of the Business Combination, the volatility is based on a benchmark of comparable companies within the mining industry.

●

Expected Dividend Yield—The dividend rate used is zero as TMC has never paid any cash dividends on common shares and does not anticipate doing so during the expected life of the stock options.

●

Risk-Free Interest Rate—The interest rates used are based on the implied yield available on Canadian Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

This valuation approach involves the use of estimates, judgments and assumptions that are subjective, such as those regarding the probability of future events. Changes in these estimates and assumptions impact the Company’s valuation as of the valuation date and may have a material impact on the valuation of the Company’s common shares. Changes in these assumptions used to determine the fair value of incentive stock options, including the vesting timeline of granted stock options, could have a material impact on the Company’s loss and comprehensive loss.

Prior to closing of the Business Combination, TMC estimated the fair value of common shares issued for services using the PWERM described above.

iii.Valuation of Warrants Liability

The Company re-measures the fair value of the Private Warrants at the end of each reporting period. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model whereby the expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $18.00 during 20 trading days within any 30-trading day period.

Recent Accounting Pronouncements Issued and Adopted

12 Months Ended

Dec. 31, 2021

Recent Accounting Pronouncements Issued and Adopted

Recent Accounting Pronouncements Issued and Adopted

5.	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 ending on or 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 13).

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination

Business Combination

6.	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 20 trading days within any 30- 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.

In connection with the Business Combination, the SOAC sponsors were entitled to an 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 20 trading days within any 30-trading day period that is greater than or equal to $50.00 per share and $12.00 per share, respectively.

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 Warrants”) 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	I	J
Share Trigger price ($)	15	25	35	50	75	100	150	200	50	12
Special Shares (million)	5	10	10	20	20	20	25	25	0.5	0.7

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 transaction costs settled in cash above, the Company incurred $3.5 million of transaction costs which were settled by issuance of 873,953 common shares on October 7, 2021.

Prior to the Business Combination, SOAC had 30.0 million shares of Class A common shares with a par value of $0.0001 per share (“SOAC Class A Shares”) outstanding and 7.5 million shares of Class B common shares 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 $42.1 million, of which $5.4 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. The remaining $36.7 million of transaction costs were capitalized to common shares on the consolidated balance sheet.

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 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

12 Months Ended

Dec. 31, 2021

TOML Acquisition

TOML Acquisition

7.TOML Acquisition

On March 31, 2020, the Company entered into an acquisition agreement to wholly acquire 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, $0.1 million payment to the ISA on behalf of DSMF and deferred consideration of $3.4 million which was originally to be paid on January 31, 2021. The common share consideration paid by the Company was valued at $3.11 per common share, 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 determined that the value of the 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 a 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)		28,000
Transaction costs paid		47
Deferred acquisition costs		3,440
Total acquisition cost	$	32,047
Allocated to:
Equipment		21
Exploration contracts (Note 11)		42,701
Deferred tax liability¹		(10,675)
Net assets acquired	$	32,047

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

Financial Instruments

12 Months Ended

Dec. 31, 2021

Financial Instruments

Financial Instruments

8.	Financial Instruments

Categories of Financial Instruments


	December 31 2021		December 31 2020
Financial assets
Amortized cost
Cash	$	84,873	$	10,096
Receivables		—		38
	$	84,873	$	10,134


Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	26,573	$	4,316
Deferred acquisition costs		—		3,440
Fair value through profit or loss Warrants liability		3,126		—
	$	29,699	$	7,756

Receivables and Prepayments

12 Months Ended

Dec. 31, 2021

Receivables And Prepayments.

Receivables and Prepayments

9.	Receivables and Prepayments


	December 31 2021		December 31 2020
Taxes and other receivables	$	64	$	56
Prepayments		3,622		73
	$	3,686	$	129

Equipment

12 Months Ended

Dec. 31, 2021

Equipment

Equipment

10.

Equipment

The movements in the Company’s capital equipment are as follows:


	Exploration and
Cost	other equipment		Office equipment		Total
December 31, 2019	$	2,219	$	21	$	2,240
TOML Acquisition (Note 7)		21		—		21
December 31, 2020		2,240		21		2,261
Additions		560		—		560
December 31, 2021	$	2,800	$	21	$	2,821

Accumulated depreciation
December 31, 2019	$	(371)	$	(17)	$	(388)
Amortization for the year		(562)		(1)		(563)
December 31, 2020		(933)		(18)		(951)
Amortization for the year		(453)		(1)		(454)
December 31, 2021	$	(1,386)	$	(19)	$	(1,405)

Net book value
As at December 31, 2020	$	1,307	$	3	$	1,310
As at December 31, 2021	$	1,414	$	2	$	1,416

Exploration Contracts

12 Months Ended

Dec. 31, 2021

Exploration Contracts.

Exploration Contracts

11.	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 of $0.3 million, 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 19) 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 19).

Marawa Agreements:

Marawa executed the Marawa Exploration Contract with the ISA on January 19, 2015. 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 December 31, 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 (the “Participation Agreement”). Under the Participation Agreement, Maersk provided marine vessel services and project management services, which enabled 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. Project management services provided by Maersk for managing these offshore campaigns are paid in cash.

On March 3, 2021, the Participation 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. By this amendment, Maersk irrevocably waived certain pro rata participation rights that it may have had under the Participation Agreement in connection with the Business Combination and acknowledged that all amounts owing to Maersk for services rendered through February 5, 2021 in the aggregate amount of $4.6 million had been satisfied by the issuance of 4.2 million common shares.

During the year ended December 31, 2021, the Company incurred costs to Maersk for offshore campaigns of $33.9 million (2020: $25.6 million). These costs were settled with the issuance of 4.2 million TMC common shares to Maersk at $6.05 per common share (2020: 4.7 million TMC common shares at $3.11 per common share), with the balance of $21.3 million (2020: $4.4 million) settled or to be settled in cash. As at December 31, 2021, TMC had outstanding payables to Maersk of $11.3 million (2020: $1.8 million) included in accounts payable and accrued liabilities. Subsequent to December 31, 2021, $3.5 million of the $11.3 million was settled in cash.

The agreement with Maersk ended in January 2022, following the completion of the NORI Area D baseline campaigns.

As at December 31, 2021, Maersk owned 20.8 million TMC common shares (2020: 16.6 million TMC common shares) which constituted 9.2% (2020: 8.8%) of the total common shares outstanding of the Company.

Strategic Alliance with Allseas Pilot Mining Test Project

On March 29, 2019, the Company 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 the Company’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 pilot trial of the PMTS in NORI Area D, the Company and Allseas 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, the Company and Allseas entered into the Pilot Mining Test Agreement (“PMTA”) which governs the terms, design specifications, procedures, and timetable under which Allseas agreed to complete a pilot trial of the PMTS in NORI Area D. Under the PMTA, in exchange for Allseas’ development efforts, upon successful delivery of the pilot trial of the PMTS in NORI Area D by Allseas, the Company agreed to pay Allseas: (a) $30.0 million in cash and (b) issue 11.6 million common shares.

Contract Amendments

On February 20, 2020, the PMTA 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 the PMTS, and later as part of the commercial production system. The Company 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, the Company and Allseas further amended the PMTA whereby, instead of issuing 11.6 million common shares upon successful delivery of the pilot trial of the PMTS in NORI Area D, the Company issued the Allseas Warrants (Note 14).

The amendment on March 4, 2021 stipulated that if the market price of the Company’s common shares on June 1, 2022 is higher than $12.95 per common share, the aggregate value of the common shares underlying the Allseas Warrants above $150 million as at June 1, 2022 will automatically become a commercial credit from Allseas to the Company equal to the excess value. This commercial credit will be effective on the vesting date of the Allseas Warrants 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 pilot trial of the PMTS in NORI Area D.

On October 5, 2021, the first $10 million payment was paid to Allseas for successfully reaching the first progress milestone, with the completion of the Business Combination and by confirming the order of certain equipment and demonstrating certain progress on construction of the PMTS.

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 expenses of $14.3 million recorded as exploration and evaluation expenses for the year ended December 31, 2021. The Company will record the expense and liability for the third milestone payment upon successful completion of the pilot trial of the PMTS in the NORI Area D. The Company has not recorded a liability for the third payment as at December 31, 2021.

As at December 31, 2021, Allseas owned 16.2 million TMC common shares (2020: 14.2 million TMC common shares) which constituted 7.2% (2020: 7.5%) of total common shares outstanding. The Allseas total share ownership includes 3.2 million shares issued in a private placement in June 2020.

Reconciliation – Exploration Contracts

A reconciliation of the Company’s exploration contracts is as follows:


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2019	$	250	$	199	$	—	$	449
TOML Acquisition (Note 7)		—		—		42,701		42,701
December 31, 2020	$	250	$	199	$	42,701	$	43,150
December 31, 2021	$	250	$	199	$	42,701	$	43,150

Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:


			NORI		Marawa		TOML
			Exploration		Option		Exploration
For the year ended December 31, 2021	General		Contract		Agreement		Contract		Total
Exploration labor	$	—	$	2,769	$	606	$	672	$	4,047
Offshore campaigns		—		38,956		33		43		39,032
Share-based compensation (Note 16)		—		17,116		4,401		5,453		26,970
Amortization		—		448		—		4		452
External consulting		12		6,403		200		199		6,814
Travel, workshop and other		—		1,064		123		254		1,441
PMTS		—		11,400		1,425		1,425		14,250
	$	12	$	78,156	$	6,788	$	8,050	$	93,006


			NORI		Marawa		TOML
			Exploration		Option		Exploration
For the year ended December 31, 2020	General		Contract		Agreement		Contract		Total
Exploration labor	$	—	$	1,558	$	722	$	501	$	2,781
Offshore campaigns		—		23,119		2,619		2,255		27,993
Share-based compensation (Note 16)		—		449		276		108		833
Amortization		—		556		—		6		562
External consulting		40		2,829		650		649		4,168
Travel, workshop and other		—		664		191		22		877
PMTS		—		9,333		1,167		1,167		11,667
	$	40	$	38,508	$	5,625	$	4,708	$	48,881

General and Administrative Expenses

12 Months Ended

Dec. 31, 2021

General and Administrative Expenses.

General and Administrative Expenses

12.General and Administrative Expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2021		2020
Professional and consulting fees	$	10,697	$	2,049
Investor relations		6,204		858
Office and sundry		2,023		303
Salaries and wages		3,412		916
Director fees		404		195
Share-based compensation		33,370		3,263
Transfer agent and filing fees		82		6
Travel expenses		341		133
Other expenses		50		—
General and Administration Expenses	$	56,583	$	7,723

Convertible Debentures

12 Months Ended

Dec. 31, 2021

Convertible Debentures

Convertible Debentures

13.Convertible Debentures

In February 2021, the Company issued a total of $26 million in convertible debentures. The convertible debentures had an interest rate of 7.0% per annum, compounded annually, and had a maturity date of 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. 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.

The terms of the convertible debentures provided that in the event that the Company completed the Business Combination (Note 6) or another change of control transaction at any time prior to the maturity date, the debenture value would be automatically converted into 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 common shares at the conversion price of $8.64 per common share.

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

On September 9, 2021, the Company issued 3,068,673 common shares 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
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-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
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Warrants

12 Months Ended

Dec. 31, 2021

Warrants

Warrants

14.Warrants

For accounting purposes, the Company was considered to have issued the Public Warrants and Private Warrants as part of the Business Combination (Note 6).

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 December 31, 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, as amended (“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 is required to file a post-effective amendment to this Registration Statement on Form S-1, which will need to be declared effective by the SEC, following the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021 in which these Notes to the Consolidated Financial Statements are included to update the information and financial statements included therein.

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.

As at December 31, 2021, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at December 31, 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. In December 2021, the Private Warrants were transferred to permitted transferees.

The Company evaluated the Private Warrants under ASC 815-40, 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 warrants should be classified as a liability.

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

As at December 31, 2021, the fair value of outstanding Private Warrants of $3.1 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability:


	Private
	Warrants
Warrants liability as at September 9, 2021	$	12,501
Reduction in fair value of warrants liability		(9,375)
Warrants liability as at December 31, 2021	$	3,126

As at December 31, 2021, the fair value of the Private Warrants was estimated using the following assumptions:


	December 31, 2021			September 9, 2021
Exercise price	$	11.50		$	11.50
Share price	$	2.08		$	10.62
Volatility		64.6	%		15.8	%
Term		4.7	years		5.0	years
Risk-free rate		1.2	%		0.8	%
Dividend yield		0.0	%		0.0	%

There were no exercises or redemptions of the Public Warrants or Private Warrants during the year ended December 31, 2021.

Allseas Warrants

The Allseas Warrants 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 Warrants vest upon the achievement of a performance condition, being the completion of the PMTS, under U.S. GAAP, the vesting of the Allseas Warrants was not determined to be probable as at December 31, 2021. No expense or liability has been recorded as at and for the year ended December 31, 2021.

Common Shares

12 Months Ended

Dec. 31, 2021

Common Shares.

Common Shares

15.Common Shares

Authorized and Issued

As at December 31, 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	225,432,493
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 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 20 trading days within any 30-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 6 for details). As the Special Shares meet the indexation and equity classification criteria under ASC 815-40, the Special Shares have been classified as equity instruments at issuance.

As at December 31, 2020, the Company had 509,459 DeepGreen Class B Preferred Shares outstanding. Class B Preferred Shares were non-dividend earning and include voting rights similar to common shares. However, if any dividend was declared on common shares, the Company was required to concurrently declare and pay dividend on Class B Preferred Shares in the amount per share equal to the dividend per share paid on the common shares. These Class B Preferred Shares rank ahead of common shares in the event of liquidation. As at December 31, 2021, all Class B Preferred Shares have been converted to common shares.

Common Share Continuity

In accordance with ASC 805, 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	Amount
December 31, 2019	163,331,904	$	79,824
Private placement	6,553,409		20,376
Financing cost incurred – Cash	—		(28)
Financing cost incurred - Stock option-based payments	—		(397)
Issued for TOML Acquisition (Note 7)	9,005,595		28,000
Issued for services (Note 11)	7,997,496		24,866
Exercise of stock options	2,605,189		1,790
December 31, 2020	189,493,593	$	154,431
Issued for services (Note 11)	4,432,606		26,960
Exercise of stock options	6,312,756		14,297
Conversion of restricted share units (Note 16)	173,216		399
Conversion of preferred shares to common shares	509,459		550
Issued in Business Combination (Note 6)	21,384,296		72,411
Conversion of debentures (Note 13)	3,126,567		27,003
December 31, 2021	225,432,493	$	296,051

- 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
-Section 50
-Paragraph 13
-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
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-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
-SubTopic 10
-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
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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
-Subparagraph (h)
-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
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-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
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-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
-SubTopic 10
-Section 50
-Paragraph 13
-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
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-Based Compensation

Share-Based Compensation

16.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 exercise prices determined at its sole discretion. As described in Note 6, 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 option holders 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 has been restated by adjusting for the number of options and exercise prices for the Exchange Ratio.

As at December 31, 2021, there were 15,503,748 stock options outstanding under the Company’s Short-Term Incentive Plan (“STIP”) and 9,783,922 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). The Company grants awards under the STIP and LTIP under its equity incentive plans in effect at the time of the award. The stock options currently outstanding were granted under DeepGreen’s equity incentive plan. No new stock options have been granted under the Company’s Plan.

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


		Weighted		Aggregate		Weighted
		average		intrinsic		average
	Number of	exercise		value of		contractual
	Options	price per		stock		life
	Outstanding	option		options		(years)
Outstanding – December 31, 2019	19,656,145	$	0.60	$	49,231	7.28
Granted	1,610,776		2.00
Expired	(115,786)		0.30
Cancelled/Forfeited	(2,995,968)		0.65
Exercised	(2,605,190)		0.35
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	(57,893)		0.65
Exercised	(6,310,593)		0.67
Outstanding – December 31, 2021	15,503,748	$	1.40	$	17,415	6.33
Vested and expected to vest – December 31, 2021	15,503,748	$	1.40	$	17,415	6.33
Vested and exercisable – December 31, 2021	14,175,425	$	0.94	$	17,406	6.32

A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2021 is as follows:


			Weighted average	Number of	Number of
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
March 5, 2022	$	0.65	0.18	634,541	634,541
March 5, 2023	$	2.59	1.18	405,251	270,167
March 31, 2024	$	0.65	2.25	73,811	73,811
March 5, 2025	$	8.64	3.18	405,251	—
December 31, 2025	$	0.65	4.00	11,578	11,578
February 2, 2026	$	0.65	4.09	57,893	57,893
February 17, 2026	$	0.22 - $0.52	4.13	448,861	448,861
June 1, 2028	$	0.65 - $8.64	6.42	12,192,914	11,404,926
June 30, 2028	$	2.59	6.50	1,273,648	1,273,648
				15,503,748	14,175,425

The total grant date fair value of STIP stock options that vested during the year ended December 31, 2021, was $30.7 million. As at December 31, 2021, total unrecognized share-based compensation expense of $2.7 million is expected to be recognized over a weighted-average recognition period of approximately one year.

During the year ended December 31, 2021, the Company granted 9,783,922 stock options under its LTIP. These 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 December 31, 2021 was $14.0 million. None of the LTIP stock options were exercisable on December 31, 2021. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at December 31, 2021, total unrecognized share-based compensation expense for the LTIP stock options was $30.1 million.

As at December 31, 2021, the fair value of the Company’s common shares was $2.08 per share. As at December 31, 2021, the Company used the closing market price of its common shares to determine the intrinsic value of outstanding stock options. Prior to closing of the Business Combination on 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 the PWERM by first defining the range of potential future liquidity outcomes, including the share price used for its most recent private placements and the share price used for the Business Combination, then allocating its value based on the probability of that event occurring. 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 year ended December 31, 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 exercise prices ranging between $0.65 per share and $8.64 per share, and have vesting periods with 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 share price volatility		89.4	%
Expected life of options		3.7	years
Risk-free interest rate		0.5	%
Expected dividend yield		0.0	%
Estimated per share fair value of the Company’s common shares	$	6.05

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 December 31, 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 using the following weighted average assumptions:


	Tranche 1 and
	Tranche 2¹			Tranche 3²			Tranche 4²
Expected stock price volatility		91.0	%		91.2	%		91.2	%
Expected life of options (years)		7.3	years		5.2	years		5.4	years
Risk-free interest rate		1.3	%		0.8	%		0.9	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Estimated per share fair value of the Company’s common shares	$	6.05		$	6.05		$	6.05

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 share 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 year ended December 31, 2021, the Company recognized $59.3 million of share-based compensation expense for stock options in the statement of loss and comprehensive loss (2020: $4.1 million).

Share-based compensation expense for stock options totaling $32.7 million related to general and administration matters were charged to the statement of loss and comprehensive loss for the year ended December 31, 2021 (2020: $3.3 million). The Company recorded a total of $26.6 million of share -based compensation expense for stock options related to exploration and evaluation activities for the year ended December 31, 2021 (2020: $0.8 million).

Restricted Share Units

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan, whether to the STIP, the LTIP or otherwise. During the year ended December 31, 2021, the Company granted 3,556,224 RSUs vesting in thirds on each anniversary of the grant date, 398,438 RSUs vesting in fourths on each anniversary of the grant date and 173,216 RSUs vesting immediately on grant date. On each vesting date, RSU holders are entitled to receive 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 $1.0 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2021, of which $0.4 million was recorded in exploration and evaluation expenses and $0.6 million was recorded in general and administrative expenses. As at December 31, 2021, total unrecognized share-based compensation expense for RSUs was $12.3 million.

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


		Weighted
	Number of	average grant-
	RSUs	date fair value
	Outstanding	per RSU
Outstanding – December 31, 2020	—	$	—
Granted	4,127,878		3.29
Forfeited	(8,032)		12.45
Exercised	(173,216)		2.30
Outstanding – December 31, 2021	3,946,630	$	3.31

The grant date fair value of RSUs is equivalent to the closing share price of the Company’s common shares on the date of grant. As at December 31, 2021, there were no RSUs vested and exercisable.

Loss per Share

12 Months Ended

Dec. 31, 2021

Loss per Share

Loss per share

17.Loss per Share

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

Anti-dilutive equivalent common shares were as follows:


	For the year ended	For the year ended
	December 31,	December 31,
	2021	2020
Outstanding options to purchase common shares	25,287,670	15,549,977
Outstanding RSUs	3,946,630	—
Outstanding warrants	36,078,620	—
Outstanding Special Shares and options to purchase Special Shares	136,239,964	—
Total anti-dilutive common equivalent shares	201,552,884	15,549,977

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Related Party Transactions

18.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 year ended December 31, 2021 totaled $275 thousand (2020: $275 thousand), and are disclosed as external consulting and exploration labor within exploration and evaluation expenses (Note 11). As at December 31, 2021, the amount payable to SSCS was $23 thousand (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 year ended December 31, 2021 amounted to $375 thousand (2020: $367 thousand), and are disclosed as exploration labor within exploration and evaluation expenses (Note 11). As at December 31, 2021, the amount payable to Ocean Renaissance was $nil (2020 - $nil).

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2021

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

19.Commitments and Contingent Liabilities

NORI Exploration Contract

As part of the NORI Exploration Contract with the ISA (Note 11), NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. NORI had committed to spend $5 million over the five-year period from 2017 to 2021, which it has exceeded. The periodic review report included a summary of work completed over the 5-year period and a program of activities and estimated budget for the next five-year period. The report is being reviewed by the ISA.

Marawa Exploration Contract

As part of DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area (Note 11), Marawa committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2021 and 2020 was Australian dollar $2 million and Australian dollar $1 million, respectively. The spending commitment for both years has been exceeded. The commitment for fiscal 2022, 2023 and 2024 is Australian dollar $1 million, Australian dollar $3 million and Australian dollar $2 million, respectively. Such commitment is negotiated with the ISA as part of the five-year plans submissions and is subject to regular periodic reviews.

TOML Exploration Contract

As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next five-year period. TOML had committed to spend $30.0 million over the five-year period from 2017 to 2021. Such commitment has flexibility where the amount can be reduced by the ISA and such reduction would be dependent upon various factors including the success of the exploration programs and the availability of funding.

For the 2021 year, the Company has spent approximately $8.1 million in connection with the TOML Exploration Contract, bringing the five-year total spend to approximately $13.3 million, from 2017 to 2021.

Discussions with the ISA are underway to review the progress achieved to date and agree on program activities for the next 5-years.

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 a 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 reasonable direct costs incurred by Tonga to administer the obligations of Tonga to the ISA. On September 23, 2021, the Company and Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru.

Contingent Liability

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. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. The Company denies any allegations of wrongdoing and the Company has filed a motion to dismiss and intends to 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. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses either cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Information

Supplemental Cash Flow Information

20.Supplemental Cash Flow Information


	For the year ended		For the year ended
	December 31,		December 31,
Non-Cash Investing and Financing Activities	2021		2020
Common shares issued to settle previous services (Note 11)	$	13,103	$	6,410
Common shares issued for TOML Acquisition (Note 7)	$	—	$	28,000
Additional contribution from Allseas (Note 11)	$	—	$	8,333
Conversion of debentures (Note 13)	$	27,003	$	—
Financing stock options issued (Note 16)	$	—	$	397

Segmented Information

12 Months Ended

Dec. 31, 2021

Segmented Information

Segmented Information

21.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:


Equipment	December 31, 2021		December 31, 2020
Nauru	$	1,246	$	1,292
Singapore		158		—
Tonga		10		15
North America		2		3
Total	$	1,416	$	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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

22.Income Taxes

Reconciliation of Effective Tax Rate

The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2020 and 2021 at a rate of 27%. The Company had no assessable profit in Canada for all periods disclosed.

The income tax expense at statutory rates for the Company can be reconciled to the reported loss for the years 2021 and 2020 per the statement of loss and comprehensive loss as follows:


	For the year ended			For the year ended
	December 31,			December 31,
	2021			2020
Net loss for the year	$	(141,299)		$	(56,631)
Canadian Federal and Provincial income tax rates		27.00	%		27.00	%
Income tax recovery based on the above rates	$	(38,151)		$	(15,290)
Permanent differences		8,597			981
Effect of differences in future and foreign tax rates		22,721			11,152
Foreign exchange and other		1			(142)
Expiry of losses as a result of the Business Combination (Note 6)		9,181			—
Valuation allowance changes affecting the provision of income taxes		(2,349)			3,299
Total income taxes	$	—		$	—

The Company currently has no uncertain tax positions and is therefore not reflecting any adjustments.

Components of the Company’s deferred income tax assets/(liabilities) are as follows:


	December 31, 2021		December 31, 2020
Deferred Tax Assets
Non-capital losses	$	7,409	$	10,925
Capital losses and other		—		70
Equipment		90		5
Share issuance costs		10		75
Total deferred income tax assets	$	7,509	$	11,075
Valuation allowance		(7,509)		(11,075)
Deferred tax asset recognized	$	—	$	—

Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract (Note 7)	$	(10,675)	$	(10,675)
Deferred tax liability recognized	$	(10,675)	$	(10,675)

Deductible temporary differences, unused tax losses and unused tax credits are as follows:


	December 31, 2021		December 31, 2020		Expiry Date Range

Non-capital losses	$	33,645	$	45,313	See below
Capital losses	$	—	$	520	Not applicable
Equipment	$	333	$	19	Not applicable
Share issuance costs	$	37	$	276	Not applicable

As at December 31, 2021, the Company had non-capital loss carry-forwards of $34 million that may be used to offset future taxable income. Non-capital losses incurred in Canada prior to closing of the Business Combination (Note 6) have been restricted upon the acquisition of control event and may no longer be available to offset future taxable income.

These losses, if not utilized, will expire as follows:


	Canada		United States		Singapore		Tonga
2035	$	—	$	2	$	—	$	—
2041		2,675		—		—		—
No expiry		—		—		13,230		17,738
Loss carry-forwards	$	2,675	$	2	$	13,230	$	17,738

As at December 31, 2020, the non-capital loss carry-forwards of $45 million pertained to the following:

Canada

United States

Singapore

Tonga

Loss carry-forwards

20,704

10,214

14,392

The Company files income tax returns in Canada, the United States, Singapore and Tonga, and is subject to examination in these jurisdictions for all years since the Company’s inception in 2011. As at December 31, 2021, all tax years are subject to examination by the tax authorities and no tax authority audits are currently underway. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized. The timing of the resolution, settlement and closure of any income tax audits is highly uncertain, and the Company is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax

benefits. It is possible that the balance of gross unrecognized tax benefits could significantly change in the next twelve months. As at December 31, 2021, the 2021 tax year filings for the Company and its subsidiaries (where applicable) remain unfiled and have not been assessed by the relative tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events

Subsequent Events

23.Subsequent Event

On March 16, 2022, the Company’s subsidiary NORI and Allseas entered into a non-binding term sheet which contemplates an upgrade of the PMTS into a commercial nodule collection system and commercial operation of this system in NORI Area D. The terms are subject to negotiation between NORI and Allseas and if successful, may result in amendments to the existing Strategic Alliance Agreement (Note 11).

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

Foreign Currencies

Use of Estimates

ii.

Use of Estimates

Loss Per Share

iii.

Loss Per Share

Financial Instruments

iv.

Financial Instruments

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 years ended December 31, 2021 and 2020.

Cash and Cash Equivalents

vi.

Cash and Cash Equivalents

Equipment

vii.

Equipment

The major categories of equipment are amortized on a declining balance basis as follows:


Exploration and other equipment	30	%
Office equipment	30	%

Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss.

Leases

viii.

Leases

Exploration Contracts

ix.

Exploration Contracts

Exploration and Evaluation Expenses

x.Exploration and Evaluation Expenses

Share-Based Compensation

xi.

Share-Based Compensation

Warrants Liability

xii.

Warrants Liability

Valuation of warrants liability

iii.Valuation of Warrants Liability

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2021

Basis of Presentation

Summary of principal subsidiaries of the Company, their activities, and their geographic locations


			Proportion of
			Interest Held
Subsidiary	Principal Activity	Location	by the Company
DeepGreen Metals ULC	Mineral exploration	Canada	100%
DeepGreen Engineering Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen Resources, LLC	Holding Company	USA	100%
Nauru Ocean Resources Inc.	Mineral exploration	Republic of Nauru	100%
Nauru Education and Training Foundation Inc. (“NEAT”)	Holding Company	Republic of Nauru	100%
Nauru Health and Environment Foundation Inc. (“NHEF”)	Holding Company	Republic of Nauru	100%
Tonga Offshore Mining Ltd.	Mineral exploration	Kingdom of Tonga	100%
Koloa Moana Resources Ltd.	Holding Company	Canada	100%
Offshore Minerals Pty. Ltd.	Mineral exploration	Australia	100%
DeepGreen TOML Singapore Pte. Ltd.	Mineral exploration	Singapore	100%
DeepGreen TOML Holding 1 Ltd.	Holding Company	British Virgin Islands	100%
DeepGreen TOML Holding 2 Ltd.	Holding Company	British Virgin Islands	100%
The Metals Company Australia Pty Ltd	Dormant	Australia	100%
TMC The Metals Company UK Limited	Dormant	United Kingdom	100%

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

Summary of Major Categories of Equipment Which are Amortized on Declining Balance Basis [Table Text Block]


Exploration and other equipment	30	%
Office equipment	30	%

Business Combination (Tables)

12 Months Ended

Dec. 31, 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	I	J
Share Trigger price ($)	15	25	35	50	75	100	150	200	50	12
Special Shares (million)	5	10	10	20	20	20	25	25	0.5	0.7

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)

12 Months Ended

Dec. 31, 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)		28,000
Transaction costs paid		47
Deferred acquisition costs		3,440
Total acquisition cost	$	32,047
Allocated to:
Equipment		21
Exploration contracts (Note 11)		42,701
Deferred tax liability¹		(10,675)
Net assets acquired	$	32,047

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

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Financial Instruments

Schedule of categories of financial instruments


	December 31 2021		December 31 2020
Financial assets
Amortized cost
Cash	$	84,873	$	10,096
Receivables		—		38
	$	84,873	$	10,134


Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	26,573	$	4,316
Deferred acquisition costs		—		3,440
Fair value through profit or loss Warrants liability		3,126		—
	$	29,699	$	7,756

Receivables and Prepayments (Tables)

12 Months Ended

Dec. 31, 2021

Receivables And Prepayments.

Schedule of receivables and prepayments


	December 31 2021		December 31 2020
Taxes and other receivables	$	64	$	56
Prepayments		3,622		73
	$	3,686	$	129

Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Equipment

Schedule of equipment


	Exploration and
Cost	other equipment		Office equipment		Total
December 31, 2019	$	2,219	$	21	$	2,240
TOML Acquisition (Note 7)		21		—		21
December 31, 2020		2,240		21		2,261
Additions		560		—		560
December 31, 2021	$	2,800	$	21	$	2,821

Accumulated depreciation
December 31, 2019	$	(371)	$	(17)	$	(388)
Amortization for the year		(562)		(1)		(563)
December 31, 2020		(933)		(18)		(951)
Amortization for the year		(453)		(1)		(454)
December 31, 2021	$	(1,386)	$	(19)	$	(1,405)

Net book value
As at December 31, 2020	$	1,307	$	3	$	1,310
As at December 31, 2021	$	1,414	$	2	$	1,416

Exploration Contracts (Tables)

12 Months Ended

Dec. 31, 2021

Exploration Contracts.

Summary of reconciliation of the Company's exploration licenses


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2019	$	250	$	199	$	—	$	449
TOML Acquisition (Note 7)		—		—		42,701		42,701
December 31, 2020	$	250	$	199	$	42,701	$	43,150
December 31, 2021	$	250	$	199	$	42,701	$	43,150

Schedule of breakdown of exploration expenses


			NORI		Marawa		TOML
			Exploration		Option		Exploration
For the year ended December 31, 2021	General		Contract		Agreement		Contract		Total
Exploration labor	$	—	$	2,769	$	606	$	672	$	4,047
Offshore campaigns		—		38,956		33		43		39,032
Share-based compensation (Note 16)		—		17,116		4,401		5,453		26,970
Amortization		—		448		—		4		452
External consulting		12		6,403		200		199		6,814
Travel, workshop and other		—		1,064		123		254		1,441
PMTS		—		11,400		1,425		1,425		14,250
	$	12	$	78,156	$	6,788	$	8,050	$	93,006


			NORI		Marawa		TOML
			Exploration		Option		Exploration
For the year ended December 31, 2020	General		Contract		Agreement		Contract		Total
Exploration labor	$	—	$	1,558	$	722	$	501	$	2,781
Offshore campaigns		—		23,119		2,619		2,255		27,993
Share-based compensation (Note 16)		—		449		276		108		833
Amortization		—		556		—		6		562
External consulting		40		2,829		650		649		4,168
Travel, workshop and other		—		664		191		22		877
PMTS		—		9,333		1,167		1,167		11,667
	$	40	$	38,508	$	5,625	$	4,708	$	48,881

General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2021

General and Administrative Expenses.

Schedule of General and Administrative Expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2021		2020
Professional and consulting fees	$	10,697	$	2,049
Investor relations		6,204		858
Office and sundry		2,023		303
Salaries and wages		3,412		916
Director fees		404		195
Share-based compensation		33,370		3,263
Transfer agent and filing fees		82		6
Travel expenses		341		133
Other expenses		50		—
General and Administration Expenses	$	56,583	$	7,723

Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Warrants

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrants liability as at September 9, 2021	$	12,501
Reduction in fair value of warrants liability		(9,375)
Warrants liability as at December 31, 2021	$	3,126

Schedule of provides quantitative information regarding Level 3 fair value measurements


	December 31, 2021			September 9, 2021
Exercise price	$	11.50		$	11.50
Share price	$	2.08		$	10.62
Volatility		64.6	%		15.8	%
Term		4.7	years		5.0	years
Risk-free rate		1.2	%		0.8	%
Dividend yield		0.0	%		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)

12 Months Ended

Dec. 31, 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	225,432,493
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	Amount
December 31, 2019	163,331,904	$	79,824
Private placement	6,553,409		20,376
Financing cost incurred – Cash	—		(28)
Financing cost incurred - Stock option-based payments	—		(397)
Issued for TOML Acquisition (Note 7)	9,005,595		28,000
Issued for services (Note 11)	7,997,496		24,866
Exercise of stock options	2,605,189		1,790
December 31, 2020	189,493,593	$	154,431
Issued for services (Note 11)	4,432,606		26,960
Exercise of stock options	6,312,756		14,297
Conversion of restricted share units (Note 16)	173,216		399
Conversion of preferred shares to common shares	509,459		550
Issued in Business Combination (Note 6)	21,384,296		72,411
Conversion of debentures (Note 13)	3,126,567		27,003
December 31, 2021	225,432,493	$	296,051

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-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)

12 Months Ended

Dec. 31, 2021

Stock Options (Tables) [Line Items]

Schedule of company estimated the realization of the vesting conditions


		Weighted		Aggregate		Weighted
		average		intrinsic		average
	Number of	exercise		value of		contractual
	Options	price per		stock		life
	Outstanding	option		options		(years)
Outstanding – December 31, 2019	19,656,145	$	0.60	$	49,231	7.28
Granted	1,610,776		2.00
Expired	(115,786)		0.30
Cancelled/Forfeited	(2,995,968)		0.65
Exercised	(2,605,190)		0.35
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	(57,893)		0.65
Exercised	(6,310,593)		0.67
Outstanding – December 31, 2021	15,503,748	$	1.40	$	17,415	6.33
Vested and expected to vest – December 31, 2021	15,503,748	$	1.40	$	17,415	6.33
Vested and exercisable – December 31, 2021	14,175,425	$	0.94	$	17,406	6.32

Schedule of company's stock options outstanding


			Weighted average	Number of	Number of
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
March 5, 2022	$	0.65	0.18	634,541	634,541
March 5, 2023	$	2.59	1.18	405,251	270,167
March 31, 2024	$	0.65	2.25	73,811	73,811
March 5, 2025	$	8.64	3.18	405,251	—
December 31, 2025	$	0.65	4.00	11,578	11,578
February 2, 2026	$	0.65	4.09	57,893	57,893
February 17, 2026	$	0.22 - $0.52	4.13	448,861	448,861
June 1, 2028	$	0.65 - $8.64	6.42	12,192,914	11,404,926
June 30, 2028	$	2.59	6.50	1,273,648	1,273,648
				15,503,748	14,175,425

Short Term Incentive Plan

Stock Options (Tables) [Line Items]

Schedule of weighted average assumptions


	2021
Expected share price volatility		89.4	%
Expected life of options		3.7	years
Risk-free interest rate		0.5	%
Expected dividend yield		0.0	%
Estimated per share fair value of the Company’s common shares	$	6.05

Long Term Incentive Plan

Stock Options (Tables) [Line Items]

Schedule of weighted average assumptions


	Tranche 1 and
	Tranche 2¹			Tranche 3²			Tranche 4²
Expected stock price volatility		91.0	%		91.2	%		91.2	%
Expected life of options (years)		7.3	years		5.2	years		5.4	years
Risk-free interest rate		1.3	%		0.8	%		0.9	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Estimated per share fair value of the Company’s common shares	$	6.05		$	6.05		$	6.05

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 share 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.

Restricted Stock Units ("RSUs")

Stock Options (Tables) [Line Items]

Summary of the RSU activity


		Weighted
	Number of	average grant-
	RSUs	date fair value
	Outstanding	per RSU
Outstanding – December 31, 2020	—	$	—
Granted	4,127,878		3.29
Forfeited	(8,032)		12.45
Exercised	(173,216)		2.30
Outstanding – December 31, 2021	3,946,630	$	3.31

Loss per Share (Tables)

12 Months Ended

Dec. 31, 2021

Loss per Share

Schedule of anti-dilutive common equivalent shares


	For the year ended	For the year ended
	December 31,	December 31,
	2021	2020
Outstanding options to purchase common shares	25,287,670	15,549,977
Outstanding RSUs	3,946,630	—
Outstanding warrants	36,078,620	—
Outstanding Special Shares and options to purchase Special Shares	136,239,964	—
Total anti-dilutive common equivalent shares	201,552,884	15,549,977

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Information

Schedule of non cash investing and financing activities


	For the year ended		For the year ended
	December 31,		December 31,
Non-Cash Investing and Financing Activities	2021		2020
Common shares issued to settle previous services (Note 11)	$	13,103	$	6,410
Common shares issued for TOML Acquisition (Note 7)	$	—	$	28,000
Additional contribution from Allseas (Note 11)	$	—	$	8,333
Conversion of debentures (Note 13)	$	27,003	$	—
Financing stock options issued (Note 16)	$	—	$	397

Segmented Information (Tables)

12 Months Ended

Dec. 31, 2021

Segmented Information

Schedule of equipment


Equipment	December 31, 2021		December 31, 2020
Nauru	$	1,246	$	1,292
Singapore		158		—
Tonga		10		15
North America		2		3
Total	$	1,416	$	1,310

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Summary of tax expense at statutory rates for the Company reconciled to the reported loss for the year


	For the year ended			For the year ended
	December 31,			December 31,
	2021			2020
Net loss for the year	$	(141,299)		$	(56,631)
Canadian Federal and Provincial income tax rates		27.00	%		27.00	%
Income tax recovery based on the above rates	$	(38,151)		$	(15,290)
Permanent differences		8,597			981
Effect of differences in future and foreign tax rates		22,721			11,152
Foreign exchange and other		1			(142)
Expiry of losses as a result of the Business Combination (Note 6)		9,181			—
Valuation allowance changes affecting the provision of income taxes		(2,349)			3,299
Total income taxes	$	—		$	—

Summary of deferred income taxes


	December 31, 2021		December 31, 2020
Deferred Tax Assets
Non-capital losses	$	7,409	$	10,925
Capital losses and other		—		70
Equipment		90		5
Share issuance costs		10		75
Total deferred income tax assets	$	7,509	$	11,075
Valuation allowance		(7,509)		(11,075)
Deferred tax asset recognized	$	—	$	—

Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract (Note 7)	$	(10,675)	$	(10,675)
Deferred tax liability recognized	$	(10,675)	$	(10,675)

Summary of deductible temporary differences, unused tax losses and unused tax credits


	December 31, 2021		December 31, 2020		Expiry Date Range

Non-capital losses	$	33,645	$	45,313	See below
Capital losses	$	—	$	520	Not applicable
Equipment	$	333	$	19	Not applicable
Share issuance costs	$	37	$	276	Not applicable

Summary of non-capital loss carry-forwards that may be used to offset future taxable income


	Canada		United States		Singapore		Tonga
2035	$	—	$	2	$	—	$	—
2041		2,675		—		—		—
No expiry		—		—		13,230		17,738
Loss carry-forwards	$	2,675	$	2	$	13,230	$	17,738

Canada

United States

Singapore

Tonga

Loss carry-forwards

20,704

10,214

14,392

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

Basis of Presentation (Details)	Dec. 31, 2021
DeepGreem Metals ULC
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
DeepGreen Engineering Pte. Ltd.
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
DeepGreen Resources LLC Member
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Nauru Ocean Resources Inc. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Nauru Education and Training Foundation Inc. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Nauru Health and Environment Foundation Inc. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Tonga Offshore Mining Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Koloa Moana Resources Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
Offshore Minerals Pty. Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Singapore Pte. Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 1 Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 2 Ltd. [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
The Metals Company Australia Pty Ltd [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%
TMC The Metals Company UK Limited [Member]
Noncontrolling Interest [Line Items]
Proportion of Interest Held by the Company	100.00%

Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policy [Line Items]
Transfers amount of fair value measurement levels	$ 0	$ 0
Cash and Cash Equivalents, at Carrying Value	84,873,000	10,096,000
Cash	$ 0	$ 0
Private warrants
Summary Of Significant Accounting Policy [Line Items]
Number of warrants purchased	9,500,000
Public Warrants
Summary Of Significant Accounting Policy [Line Items]
Number of warrants purchased	15,000,000

Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income and Expenses, Lessee [Abstract]
Expense for lease payments	$ 132	$ 117
Exploration and other equipment
Property, Plant and Equipment [Line Items]
Depreciation rate	30.00%
Office equipment
Property, Plant and Equipment [Line Items]
Depreciation rate	30.00%

Significant Accounting Estimates and Judgements (Details)	12 Months Ended
	Dec. 31, 2021 D $ / shares
Significant Accounting Estimates and Judgements
Issue price per share \| $ / shares	$ 18.00
Trading days for redemption of public warrants	20
Consecutive trading days for redemption of public warrants	30

Business Combination (Details)	12 Months Ended
Business Combination (Details)	Dec. 31, 2021 USD ($) D $ / shares 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 \| 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 \| D	20
Threshold consecutive trading day period for automatic conversion of special shares \| D	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
SOAC \| Class I special shares
Business Acquisition [Line Items]
Threshold trading days within any thirty trading day period for automatic conversion of special shares \| $	20
SOAC \| Class I special shares \| Maximum
Business Acquisition [Line Items]
Trigger price \| $ / shares	$ 50.00
SOAC \| Class H special shares
Business Acquisition [Line Items]
Threshold consecutive trading day period for automatic conversion of special shares \| D	30
SOAC \| Class H special shares \| Minimum
Business Acquisition [Line Items]
Trigger price \| $ / shares	$ 12.00
DeepGreen
Business Acquisition [Line Items]
Number of shares issued on acquisition	203,874,981
DeepGreen \| Class I special shares
Business Acquisition [Line Items]
Trigger price \| $ / shares	$ 50
DeepGreen \| Class J special shares
Business Acquisition [Line Items]
Trigger price \| $ / shares	12
DeepGreen \| Class H special shares
Business Acquisition [Line Items]
Trigger price \| $ / shares	$ 200
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
SOAC Sponsor \| Common shares
Business Acquisition [Line Items]
Number of shares issued on acquisition	500,000
SOAC Sponsor \| Class J special shares
Business Acquisition [Line Items]
Number of shares issued on acquisition	700,000

Business Combination - Summary of the Special Shares and their respective vesting thresholds (Details) - DeepGreen shares in Millions	Dec. 31, 2021 $ / shares shares
Class A special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 15
Special shares \| shares	5.0
Class B special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 25
Special shares \| shares	10.0
Class C special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 35
Special shares \| shares	10.0
Class D special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 50
Special shares \| shares	20.0
Class E special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 75
Special shares \| shares	20.0
Class F special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 100
Special shares \| shares	20.0
Class G special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 150
Special shares \| shares	25.0
Class H special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 200
Special shares \| shares	25.0
Class I special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 50
Special shares \| shares	0.5
Class J special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 12
Special shares \| shares	0.7

Business Combination - SOAC sponsors (Details)	12 Months Ended
Business Combination - SOAC sponsors (Details)	Dec. 31, 2021 USD ($) $ / shares 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
DeepGreen
Business Acquisition [Line Items]
Shares issued to the shareholders \| shares	203,874,981
DeepGreen \| Class I special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 50
DeepGreen \| Class J special shares
Business Acquisition [Line Items]
Share Trigger price \| $ / shares	$ 12

Business Combination - Summary of reconciliation of cash proceeds from the Business Combination (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
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

Business Combination - Transaction costs and SOAC Shares (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Oct. 07, 2021	Sep. 09, 2021	Dec. 31, 2021	Sep. 08, 2021
Business Acquisition [Line Items]
Transaction costs			$ 42.1
Ordinary stock, shares outstanding			224,385,324
Number of shares redeemed			27,278,657
Number of shares converted			6,759,000
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
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%
Number of shares converted		6,800,000
SOAC \| Common shares
Business Acquisition [Line Items]
Transaction costs			$ 3.5
Transaction costs settled in shares	873,953
Common shares issued price		$ 0		$ 0.0001
Conversion ratio		1.00%
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)	12 Months Ended
	Dec. 31, 2021 shares
Business Acquisition [Line Items]
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
Total TMC common shares outstanding at close of Business Combination	224,385,324
DeepGreen
Business Acquisition [Line Items]
Shares issued to the shareholders	203,874,981

Business Combination - Transaction costs related to the Business Combination (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Transaction costs	$ 42.1
Common shares
Business Acquisition [Line Items]
Transaction costs, incurred when closing of Business Combination	36.7
General and administrative expenses
Business Acquisition [Line Items]
Transaction costs	$ 5.4

TOML Acquisition (Details) - TOML Acquisition. - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2020	May 31, 2020	Dec. 31, 2021	Jan. 31, 2021
Asset Acquisition [Line Items]
Total purchase price	$ 32,000
Purchase price			$ 32,047
Cash payment			$ 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
International Seabed Authority [Member]
Asset Acquisition [Line Items]
Payment to ISA			$ 100
Two Tranches Member
Asset Acquisition [Line Items]
Cash payment		$ 250

TOML Acquisition - Schedule of net assets acquired as part of the TOML acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allocated to:
Equipment	$ 1,416	$ 1,310
Exploration contracts (Note 11)	43,150	43,150	$ 449
Deferred tax liability(1)	(10,675)	$ (10,675)
TOML Acquisition.
Asset Acquisition, Consideration Transferred [Abstract]
Cash payments	560
Common shares issued (9,005,595 common shares @ $3.11)	28,000
Transaction costs paid	47
Deferred acquisition costs	3,440
Total acquisition cost	32,047
Allocated to:
Equipment	21
Exploration contracts (Note 11)	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

Financial Instruments - Schedule of categories of financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Amortized cost.
Cash	$ 84,873	$ 10,096
Receivables		38
Financial assets	84,873	10,134
Amortized cost.
Accounts payable and accrued liabilities	26,573	4,316
Deferred acquisition costs	0	3,440
Fair value through profit or loss Warrants liability	3,126
Financial liabilities	$ 29,699	$ 7,756

Receivables and Prepayments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Receivables and Prepayments
Taxes and other receivables	$ 64	$ 56
Prepayments	3,622	73
Total	$ 3,686	$ 129

Equipment (Details) - DeepGreen - USD ($) $ in Thousands	12 Months Ended
Equipment (Details) - DeepGreen - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Equipment Line Items
Balance	$ 2,261	$ 2,240
Additions	560
TOML Acquisition (Note 7)		21
Balance	2,821	2,261
Accumulated depreciation
Balance	(951)	(388)
Amortization for the year	(454)	(563)
Balance	(1,405)	(951)
Net book value
Balance	1,416	1,310
Exploration and other equipment [Member]
Schedule Of Equipment Line Items
Balance	2,240	2,219
Additions	560
TOML Acquisition (Note 7)		21
Balance	2,800	2,240
Accumulated depreciation
Balance	(933)	(371)
Amortization for the year	(453)	(562)
Balance	(1,386)	(933)
Net book value
Balance	1,414	1,307
Office Equipment [Member]
Schedule Of Equipment Line Items
Balance	21	21
Additions	0
Balance	21	21
Accumulated depreciation
Balance	(18)	(17)
Amortization for the year	(1)	(1)
Balance	(19)	(18)
Net book value
Balance	$ 2	$ 3

Exploration Contracts (Details) - USD ($) $ / shares in Units, $ in Thousands									4 Months Ended	12 Months Ended
	Oct. 05, 2021	Feb. 05, 2021	Feb. 20, 2020	Jul. 08, 2019	Mar. 29, 2019	Jan. 19, 2015	Oct. 01, 2013	Jul. 22, 2011	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Application fee											$ 607
Cash Settlement amount										$ 21,300	4,400
Outstanding payables										$ 26,573	4,316
Common shares issued (in shares)										6.05
Total value										$ 296,051	154,431
Total proceeds											20,373
Payments to Acquire Mining Assets											607
PMTS Agreement Amendment [Member]
Finite-Lived Intangible Assets [Line Items]
Common shares per share			$ 3.11
Additional common stock, shares (in Shares)			3,200,000
Consideration for additional common stock shares			$ 10,000
Consideration amount			$ 10,000
Common stock, per share (in Dollars per share)			$ 3.11
Maersk Supply Service
Finite-Lived Intangible Assets [Line Items]
Aggregate amount		$ 4,600
Number of shares issued on acquisition		4,200,000
Costs incurred for offshore campaigns										33,900	25,600
Cash Settlement amount										4,200	$ 4,700
Outstanding payables										11,300
Common shares issued (in shares)											3.11
Remained outstanding value										3,500
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
Maersk Supply Service
Finite-Lived Intangible Assets [Line Items]
Contractual price per share (in Dollars per share)		$ 1.08
Outstanding payables										$ 11,300	$ 1,800
Owned common shares (in Shares)										20,800,000	16,600,000
Common shares outstanding, percentage										9.20%	8.80%
Allseas
Finite-Lived Intangible Assets [Line Items]
Common shares per share										$ 12.95
Owned common shares (in Shares)										16,200,000	14,200,000
Common shares outstanding, percentage										7.20%	7.50%
Additional Common Stock Value										$ 150,000
Cost plus profit basis, percentage										50.00%
Additional common stock, shares (in Shares)										3,200,000
Consideration amount										$ 30,000
Payment	$ 10,000
Research and Development Related Services										$ 14,300
Common stock, per share (in Dollars per share)										$ 12.95
Total proceeds					$ 20,000
Subscribed for common shares (in Shares)					7,700,000
Metric tones of polymetallic nodules (in Grams)										200,000
Allseas \| Closing of the Business Combination
Finite-Lived Intangible Assets [Line Items]
Consideration amount										$ 10,000
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
Allseas \| Completion of the PMTS
Finite-Lived Intangible Assets [Line Items]
Consideration amount										10,000
Marawa Option Agreement
Finite-Lived Intangible Assets [Line Items]
Application fee							$ 300			$ 300
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
ISA exploration application fee will pay to the ISA, on behalf of Marawa										300
Payments to Acquire Mining Assets							$ 300			$ 300
NORI Contract
Finite-Lived Intangible Assets [Line Items]
Application fee								$ 300
Term (in year)										15 years
Renewable for successive term										5 years
Payments to Acquire Mining Assets								$ 300
TOML Contract
Finite-Lived Intangible Assets [Line Items]
Term (in year)										15 years
Renewable for successive term										5 years

Exploration Contracts - Reconciliation of the Company's explorations contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Balance at the beginning	$ 449
TOML Acquisition (Note 7)	42,701
Balance at the end	43,150
Balance at ending	43,150	$ 43,150
NORI Contract
Finite-Lived Intangible Assets [Line Items]
Balance at the beginning	250
TOML Acquisition (Note 7)	0
Balance at the end	250
Balance at ending	250	250
Marawa Option Agreement
Finite-Lived Intangible Assets [Line Items]
Balance at the beginning	199
TOML Acquisition (Note 7)	0
Balance at the end	199
Balance at ending	199	199
TOML Contract
Finite-Lived Intangible Assets [Line Items]
Balance at the beginning	0
TOML Acquisition (Note 7)	42,701
Balance at the end	42,701
Balance at ending	$ 42,701	$ 42,701

Exploration Contracts - Schedule of breakdown of exploration expenses (Details) $ in Thousands, $ in Millions	12 Months Ended							60 Months Ended
	Dec. 31, 2024 AUD ($)	Dec. 31, 2023 AUD ($)	Dec. 31, 2022 AUD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 AUD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 AUD ($)	Dec. 31, 2021 USD ($)
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration labor				$ 4,047		$ 2,781
Offshore campaigns				39,032		27,993
Share-based compensation (Note 16)				26,970		833
Amortization				452		562
External consulting				6,814		4,168
Travel, workshop and other				1,441		877
PMTS				14,250		11,667
Exploration and evaluation expenses	$ 2	$ 3	$ 1	8,100	$ 2	48,881	$ 1	$ 13,300
General
Schedule Of Break Down Of Exploration Expenses [Line Items]
External consulting				12		40
Exploration and evaluation expenses				12		40
NORI Exploration Contract
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration labor				2,769		1,558
Offshore campaigns				38,956		23,119
Share-based compensation (Note 16)				17,116		449
Amortization				448		556
External consulting				6,403		2,829
Travel, workshop and other				1,064		664
PMTS				11,400		9,333
Exploration and evaluation expenses				78,156		38,508
Marawa Agreements
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration labor				606		722
Offshore campaigns				33		2,619
Share-based compensation (Note 16)				4,401		276
External consulting				200		650
Travel, workshop and other				123		191
PMTS				1,425		1,167
Exploration and evaluation expenses				6,788		5,625
TOML Exploration Contract
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration labor				672		501
Offshore campaigns				43		2,255
Share-based compensation (Note 16)				5,453		108
Amortization				4		6
External consulting				199		649
Travel, workshop and other				254		22
PMTS				1,425		1,167
Exploration and evaluation expenses				$ 8,050		$ 4,708

General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
General and administrative expenses	$ 56,583	$ 7,723
Professional and consulting fees
General and administrative expenses	10,697	2,049
Investor relations
General and administrative expenses	6,204	858
Office and sundry
General and administrative expenses	2,023	303
Salaries and wages
General and administrative expenses	3,412	916
Director fees
General and administrative expenses	404	195
Share-based compensations
General and administrative expenses	33,370	3,263
Transfer agent and filing fees
General and administrative expenses	82	6
Travel expenses
General and administrative expenses	341	$ 133
Other expenses
General and administrative expenses	$ 50

Convertible Debentures (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended
	Sep. 09, 2021	Feb. 18, 2021	Feb. 28, 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
Reserved common shares (in Shares)	3,068,673
Consisting principal amount	$ 25.5
Accrued interest	$ 1.0

Warrants (Details) $ / shares in Units, $ in Thousands	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2021 USD ($) D $ / shares shares	Oct. 09, 2021 $ / shares
Class of Warrant or Right [Line Items]
Issue price per share \| $ / shares	$ 18.00
Trading days for redemption of public warrants	20
Consecutive trading days for redemption of public warrants	30
Warrant liability \| $	$ 3,126
Public Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding \| shares	15,000,000
Exercise price of warrants \| $ / shares	$ 0.365	$ 11.50
Outstanding Public Warrants \| $	$ 19,500
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for calculating the average closing price	10
Public Warrants \| Minimum
Class of Warrant or Right [Line Items]
Trading days for redemption of public warrants	20
Public Warrants \| Maximum
Class of Warrant or Right [Line Items]
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]
Issue price per share \| $ / shares	$ 18.00
Private Warrants
Class of Warrant or Right [Line Items]
Number of warrants outstanding \| shares	9,500,000
Outstanding Public Warrants \| $	$ 3,100
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.01
Threshold trading days for calculating the average closing price	10
Allseas Warrants \| PMTS is completed by September 30, 2023
Class of Warrant or Right [Line Items]
Number of warrants purchased \| shares	11.6
Allseas Warrants \| PMTS is completed after September 30, 2025
Class of Warrant or Right [Line Items]
Warrant liability \| $	$ 5,800

Warrants - Fair value of warrant liabilities (Details) - Private warrants $ in Thousands	4 Months Ended
	Dec. 31, 2021 USD ($)
Financing Receivable, Impaired [Line Items]
Warrant liability as at September 9, 2021	$ 12,501
Reduction in fair value of warrants liability	(9,375)
Warrant liability as at September 30, 2021	$ 3,126

Warrants - Level 3 fair value measurements (Details) - $ / shares		12 Months Ended
	Sep. 09, 2021	Dec. 31, 2021
Volatility		89.40%
Term		3 years 7 months
Risk-free rate		0.50%
Dividend yield		0.00%
Private Warrants \| Fair Value Level 3 [Member]
Exercise price	$ 11.50	$ 11.50
Share price	$ 10.62	$ 2.08
Volatility	15.80%	64.60%
Term	5 years	4 years 8 months 12 days
Risk-free rate	0.80%	1.20%
Dividend yield	0.00%	0.00%

Common Shares (Details)	12 Months Ended
Common Shares (Details)	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 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
Class B Preferred Shares
Class of Stock [Line Items]
Preference shares, shares outstanding		509,459
Minimum
Class of Stock [Line Items]
Trigger price	15
Maximum
Class of Stock [Line Items]
Trigger price	200

Common Shares - Schedule of authorized, issued and outstanding common shares and special shares (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Authorized And Issued Shares Capital [Line Items]
Ordinary shares, issued	225,432,493	189,493,593
Ordinary shares, outstanding	224,385,324
Class A special shares
Schedule Of Authorized And Issued Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Number of beginning balance	189,493,593
Balance	$ 36,254	$ 8,188
Amount of private placement		20,376
Amount of financing cost incurred - Cash		(28)
Amount of Exercise of stock options	4,236	919
Amount of Issued in Business Combination	$ 91,911	$ 28,000
Number of ending balance	225,432,493	189,493,593
Balance	$ 92,751	$ 36,254
Common shares
Class of Stock [Line Items]
Number of beginning balance	189,493,593	163,331,904
Balance	$ 154,431	$ 79,824
Number of private placement (in Shares)		6,553,409
Amount of private placement		$ 20,376
Amount of financing cost incurred - Cash		(28)
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	$ 14,297	$ 1,790
Conversion of restricted share units (in shares)	173,216
Conversion of restricted share units	$ 399
Number Of conversion of preferred shares to common shares (in Shares)	509,459
Amount of conversion of preferred shares to common shares	$ 550
Number Of Issued in Business Combination (in Shares)	21,384,296	9,005,595
Amount of Issued in Business Combination	$ 72,411	$ 28,000
Number Of Conversion Of Debentures (in Shares)	3,126,567
Amount of Conversion of debentures	$ 27,003
Number of ending balance	225,432,493	189,493,593
Balance	$ 296,051	$ 154,431

Share-Based Compensation (Details) $ / shares in Units, $ in Millions				9 Months Ended	12 Months Ended									60 Months Ended
	Mar. 04, 2021 USD ($) $ / shares	Feb. 26, 2021 USD ($) $ / shares	Feb. 17, 2021 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2031	Dec. 31, 2024 AUD ($)	Dec. 31, 2023 AUD ($)	Dec. 31, 2022 AUD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 AUD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 AUD ($) shares	Dec. 31, 2019	Dec. 31, 2021 USD ($) $ / shares shares
Stock Options (Details) [Line Items]
Stock option number of shares outstanding (in Shares) \| shares									15,503,748					15,503,748
Number of stock options granted (in Shares) \| shares									6,373,203	6,373,203	1,610,776	1,610,776
Number of stock options exercise price (in Dollars per share) \| $ / shares									$ 2.10		$ 2.00
Fair value of stock options vested		$ 46,777	$ 568,120
Exercise price (in Dollars per share) \| $ / shares		$ 0.22
Common share options to employees granted (in Shares) \| shares									0					0
Weighted-average recognition period													7 years 3 months 10 days
Exploration and evaluation expenses						$ 2	$ 3	$ 1	$ 8,100,000	$ 2	$ 48,881,000	$ 1		$ 13,300,000
General and administrative expenses									56,583,000		7,723,000
Aggregate Intrinsic value of stock options, Vested and exercisable									17,406,000					$ 17,406,000
Minimum
Stock Options (Details) [Line Items]
Exercise price (in Dollars per share) \| $ / shares			$ 0.22
Option expire date			Feb. 17, 2026
Maximum
Stock Options (Details) [Line Items]
Exercise price (in Dollars per share) \| $ / shares			$ 0.65
Option expire date			Feb. 26, 2026
Short Term Incentive Plan
Stock Options (Details) [Line Items]
Total grant date fair value of options vested									30,700,000
Fair value of stock options vested	$ 5,758,306
Share-based compensation expense									$ 2,700,000
Short Term Incentive Plan \| Minimum
Stock Options (Details) [Line Items]
Exercise price (in Dollars per share) \| $ / shares	$ 0.65
Short Term Incentive Plan \| Maximum
Stock Options (Details) [Line Items]
Vesting periods	3 years
Exercise price (in Dollars per share) \| $ / shares	$ 8.64
Long Term Incentive Plan
Stock Options (Details) [Line Items]
Number of stock options outstanding (in Shares) \| shares									9,783,922					9,783,922
Number of stock options granted (in Shares) \| shares									9,783,922	9,783,922
Number of stock options exercise price (in Dollars per share) \| $ / shares									$ 0.65
Intrinsic value of stock option									$ 14,000,000.0					$ 14,000,000.0
Fair value of stock options vested	$ 9,783,922
Exercise price (in Dollars per share) \| $ / shares									$ 0.65
Share option-based payments expense				$ 3,900,000
Share-based compensation expense									$ 30,100,000
Restricted stock units
Stock Options (Details) [Line Items]
Granted \| shares									4,127,878	4,127,878
Common Share options-based payments									$ 1,000.0
Exploration and evaluation expenses									400,000
General and administrative expenses									600,000
Unrecognized share-based compensation expense									12,300,000					12,300,000
Aggregate Intrinsic value of stock options, Vested and exercisable									0					0
Equity Option [Member]
Stock Options (Details) [Line Items]
Share option-based payments expense									59,300,000		4,100,000
Share Option One
Stock Options (Details) [Line Items]
Intrinsic value of stock option									$ 39,400,000					$ 39,400,000
Common stock of per shares (in Dollars per share) \| $ / shares									$ 2.08					$ 2.08
Share option-based payments expense									$ 32,700,000		3,300,000
Share Option Two
Stock Options (Details) [Line Items]
Share option-based payments expense									26,600,000		$ 800,000
Vesting Thirds anniversary of the grant date
Stock Options (Details) [Line Items]
Market Capitalizations									$ 3,000,000,000
Derived per share (in Dollars per share) \| $ / shares									$ 5.59
Derived service periods									3 months 29 days	3 months 29 days
Vesting Thirds anniversary of the grant date \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage									25.00%	25.00%
Vesting Thirds anniversary of the grant date \| Restricted stock units
Stock Options (Details) [Line Items]
Granted \| shares									3,556,224	3,556,224
Vesting Fourth anniversary of the grant date
Stock Options (Details) [Line Items]
Market Capitalizations									$ 6,000,000,000
Derived per share (in Dollars per share) \| $ / shares									$ 5.42
Derived service periods									1 year 4 months 28 days	1 year 4 months 28 days
Vesting Fourth anniversary of the grant date \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage									35.00%	35.00%
Vesting Fourth anniversary of the grant date \| Restricted stock units
Stock Options (Details) [Line Items]
Granted \| shares									398,438	398,438
Vesting immediately on grant date \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage									20.00%	20.00%
Vesting immediately on grant date \| Restricted stock units
Stock Options (Details) [Line Items]
Granted \| shares									173,216	173,216
Tranche 4 \| Long Term Incentive Plan
Stock Options (Details) [Line Items]
Dividend rate percentage									20.00%	20.00%
Short Term Incentive Plan
Stock Options (Details) [Line Items]
Number of stock options outstanding (in Shares) \| shares									15,503,748					15,503,748
Weighted-average recognition period term					1 year
Long Term Incentive Plan \| Vesting Thirds anniversary of the grant date
Stock Options (Details) [Line Items]
Market Capitalizations									$ 3,000,000,000
Long Term Incentive Plan \| Vesting Fourth anniversary of the grant date
Stock Options (Details) [Line Items]
Market Capitalizations									$ 6,000,000,000
2021 Incentive Equity Plan
Stock Options (Details) [Line Items]
Aggregate number of common shares reserved for issuance under the plan \| shares									24,682,386					24,682,386
Common Shares issued and outstanding percentage									4.00%	4.00%
2021 Incentive Equity Plan \| Non-employee directors
Stock Options (Details) [Line Items]
Stock option number of shares outstanding (in Shares) \| shares									2,243,853					2,243,853

Share-Based Compensation - Schedule of company's stock options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-Based Compensation
Options Outstanding, beginning balance	15,549,977	19,656,145
Weighted average exercise price per option, beginning balance	$ 0.80	$ 0.60
Aggregate Intrinsic value of stock options, beginning balance	$ 36,126	$ 49,231
Weighted average contractual life (years), beginning balance			7 years 3 months 10 days
Options Outstanding, Cancelled	(57,893)	(2,995,968)
Weighted average exercise price per option, Cancelled	$ 0.65	$ 0.65
Options Outstanding, Expired	(50,946)	(115,786)
Weighted average exercise price per option, Expired	$ 0.39	$ 0.30
Options Outstanding, Granted	6,373,203	1,610,776
Weighted average exercise price per option, Granted	$ 2.10	$ 2.00
Options Outstanding, Exercised	(6,310,593)	(2,605,190)
Weighted average exercise price per option, Exercised	$ 0.67	$ 0.35
Options Outstanding, ending balance	15,503,748	15,549,977	19,656,145
Weighted average exercise price per option, ending balance	$ 1.40	$ 0.80	$ 0.60
Aggregate Intrinsic value of stock options, ending balance	$ 17,415	$ 36,126	$ 49,231
Weighted average contractual life (years), ending balance	6 years 3 months 29 days	7 years 4 months 2 days
Options Outstanding, Vested and expected to Vest	15,503,748
Weighted average exercise price, Vested and expected to Vest	$ 1.40
Aggregate Intrinsic value of stock options, Vested and expected to Vest	$ 17,415
Weighted average contractual life (years), Vested and expected to Vest	6 years 3 months 29 days
Options Outstanding, Vested and exercisable	14,175,425
Weighted average exercise price, Vested and exercisable	$ 0.94
Aggregate Intrinsic value of stock options, Vested and exercisable	$ 17,406
Weighted average contractual life (years), Vested and exercisable	6 years 3 months 25 days

Share-Based Compensation - Schedule of company's stock options outstanding (Details)	12 Months Ended
	Dec. 31, 2021 shares
Class of Warrant or Right [Line Items]
Options Outstanding	15,503,748
Options Exercisable	14,175,425
Maximum
Class of Warrant or Right [Line Items]
Exercise price	$0.52
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)	2 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 2 months 4 days
Options Outstanding	405,251
Options Exercisable	270,167
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 3 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 2 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
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 1 month 2 days
Options Outstanding	57,893
Options Exercisable	57,893
February 17, 2026
Class of Warrant or Right [Line Items]
Expiry Date	Feb. 17, 2026
Exercise price	0.22
Weighted average life to expiry (years)	4 years 1 month 17 days
Options Outstanding	448,861
Options Exercisable	448,861
February 17, 2026 \| Minimum
Class of Warrant or Right [Line Items]
Exercise price	0.22 - $0.52
June 1, 2028
Class of Warrant or Right [Line Items]
Expiry Date	Jun. 01, 2028
Exercise price	0.65
Weighted average life to expiry (years)	6 years 5 months 1 day
Options Outstanding	12,192,914
Options Exercisable	11,404,926
June 1, 2028 \| Minimum
Class of Warrant or Right [Line Items]
Exercise price	0.65 - $8.64
June 1, 2028 \| Maximum
Class of Warrant or Right [Line Items]
Exercise price	$8.64
June 30, 2028
Class of Warrant or Right [Line Items]
Expiry Date	Jun. 30, 2028
Exercise price	2.59
Weighted average life to expiry (years)	6 years 6 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)	12 Months Ended
	Dec. 31, 2021 $ / shares
Share-Based Compensation
Expected share price volatility	89.40%
Expected life of options (years)	3 years 7 months
Risk-free interest rate	0.50%
Expected dividend yield	0.00%
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 6.05

Share-Based Compensation - Schedule of weighted average assumptions (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares
Schedule Of Weighted Average Assumptions [Line Items]
Expected dividend yield	0.00%
Expected share price volatility	89.40%
Risk-free interest rate	0.50%
Expected life of options (years)	3 years 7 months
Estimated per share fair value of the Company's Common Shares (in Dollars per share)	$ 6.05
Tranche 1 and Tranche 2
Schedule Of Weighted Average Assumptions [Line Items]
Expected dividend yield	0.00%
Expected share 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)	$ 6.05
Vesting immediately on grant date
Schedule Of Weighted Average Assumptions [Line Items]
Expected dividend yield	0.00%
Expected share 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)	$ 6.05
Tranche 4
Schedule Of Weighted Average Assumptions [Line Items]
Expected dividend yield	0.00%
Expected share 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)	$ 6.05

Share-Based Compensation - Restricted Stock Units (Details) - Restricted stock units	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Number of RSUs Outstanding
Outstanding - December 31, 2020 \| shares	0
Granted \| shares	4,127,878
Forfeited \| shares	(8,032)
Exercised \| shares	(173,216)
Outstanding - December 31, 2021 \| shares	3,946,630
Weighted average grant-date fair value per option
Outstanding - December 31, 2020 \| $ / shares	$ 0
Granted \| $ / shares	3.29
Forfeited \| $ / shares	12.45
Exercised \| $ / shares	2.30
Outstanding - December 31, 2021 \| $ / shares	$ 3.31

Loss per Share - Anti-dilutive common equivalent shares (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	201,552,884	15,549,977
Outstanding options to purchase common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	25,287,670	15,549,977
Outstanding RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	3,946,630
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive common equivalent shares	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

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
SSCS Pte. Ltd
Related Party Transactions (Details) [Line Items]
Consulting services	$ 275	$ 275
Amount payable	23	23
Ocean Renaissance LLC
Related Party Transactions (Details) [Line Items]
Consulting services	375	367
Amount payable	$ 0	$ 0

Commitments and Contingent Liabilities (Details) $ in Thousands, $ in Millions	12 Months Ended								60 Months Ended
	Dec. 31, 2024 AUD ($)	Dec. 31, 2023 AUD ($)	Dec. 31, 2022 AUD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 AUD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 AUD ($)	Dec. 31, 2012	Dec. 31, 2021 USD ($)	May 25, 2012
Long-term Purchase Commitment [Line Items]
Spending committed									$ 30,000
Exploration and evaluation expenses	$ 2	$ 3	$ 1	$ 8,100	$ 2	$ 48,881	$ 1		$ 13,300
Percentage of annual production committed to Glencore										50.00%
Long-term Purchase Commitment, Period								5 years	5 years

Supplemental Cash Flow Information - Schedule non cash investing and financing activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Supplemental Cash Flow Information
Common shares issued to settle previous services (Note 11)	13,103	6,410
Common shares issued for TOML Acquisition (Note 7)		28,000
Additional contribution from Allseas (Note 11)		$ 8,333
Conversion of debentures (Note 13)	$ 27,003
Financing stock options issued (Note 16)		397

Segmented Information - Schedule of equipment (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	$ 1,416	$ 1,310
Number of operating segments \| segment	1
Republic of Nauru [Member]
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	$ 1,246	1,292
Singapore
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	158
Tonga
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	10	15
North America [Member]
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Net	$ 2	$ 3

Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Canadian Federal and Provincial income tax rates	27.00%	27.00%

Income Taxes - The tax expense at statutory rates for the Company (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Tax expense at statutory rates for the Company reconciled to the reported loss
Net loss for the year	$ (141,299)	$ (56,631)
Canadian Federal and Provincial income tax rates	27.00%	27.00%
Income tax recovery based on the above rates	$ (38,151)	$ (15,290)
Permanent differences	8,597	981
Effect of differences in future and foreign tax rates	22,721	11,152
Foreign exchange and other	1	(142)
Expiry of losses as a result of the Business Combination (Note 6)	9,181
Valuation allowance changes affecting the provision of income taxes	$ (2,349)	$ 3,299

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: 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(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Income Taxes - Additional information (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Income Taxes
Uncertain tax position	$ 0

Income Taxes - The Company's deferred income taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets
Non-capital losses	$ 7,409	$ 10,925
Capital losses and other		70
Equipment	90	5
Share issuance costs	10	75
Total deferred income tax assets	7,509	11,075
Valuation allowance	(7,509)	(11,075)
Deferred Tax Liability
Difference between the book value and the tax basis of the TOML exploration contract (Note 7)	$ (10,675)	$ (10,675)

Income Taxes - Unused tax losses and unused tax credits (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Non-capital losses	$ 33,645	$ 45,313
Capital losses		520
Equipment	333	19
Share issuance costs	$ 37	$ 276

Income Taxes - Non-capital loss (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	$ 33,645	$ 45,313
CANADA
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	2,675	20,704
UNITED STATES
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	2	3
Singapore
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	13,230	10,214
Tonga
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	17,738	$ 14,392
2035 \| UNITED STATES
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	2
2041 \| CANADA
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	2,675
No expiry \| Singapore
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	13,230
No expiry \| Tonga
Operating Loss Carryforwards [Line Items]
Loss carry-forwards	$ 17,738