0001104659-23-037110 | 10-K | XBRL Viewer

Warrants (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrants liability as at December 31, 2021	$	3,126
Reduction in fair value of warrants liability		(2,143)
Warrants liability as at December 31, 2022	$	983

Schedule of fair value of private warrants was estimated assumptions


	December 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Share price	$	0.77		$	2.08
Volatility		88.05	%		64.6	%
Term		3.69	years		4.7	years
Risk-free rate		4.04	%		1.2	%
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

Significant Accounting Estimates and Judgements

12 Months Ended

Dec. 31, 2022

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:

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. TMC determined the fair value of stock options and Restricted Share Units 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 valued its common shares at the closing market price of the share as quoted on NASDAQ.

●

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 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.

ii.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.

iii.Evaluation of Going Concern

The Company evaluates its ability to operate as a going concern at each reporting period. This evaluation requires the Company to estimate its cash flow commitments over a forecast period of twelve months and whether it has the financial ability to pay for such commitments. Changes in these estimates and assumptions may have a material impact on this assessment.

Receivables and Prepayments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Receivables and Prepayments
Taxes and other receivables	$ 117	$ 64
Prepayments	2,643	3,622
Total	$ 2,760	$ 3,686

Warrants (Details) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) D $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Oct. 09, 2021 $ / shares
Class of Warrant or Right:
Issue price per share		$ 18.00
Trading days for redemption of public warrants \| D		20
Consecutive trading days for redemption of public warrants \| D		30
Vesting of Allseas Warrant \| $		$ 69,900
DeepGreen
Class of Warrant or Right:
Share price	$ 7.00	$ 7.00
Public Warrants
Class of Warrant or Right:
Exercise price of warrants	$ 0.365	$ 0.365		$ 11.50
Number of warrants outstanding \| shares	15,000,000	15,000,000
Redemption price per warrant (in dollars per share)		$ 0.01
Minimum threshold written notice period for redemption of public warrants		30 days
Trading days for redemption of public warrants \| D		20
Consecutive trading days for redemption of public warrants \| D		30
Threshold trading days for calculating the average closing price \| D	10	10
Outstanding Public Warrants \| $	$ 19,500	$ 19,500
Number of warrants purchased \| shares	0	0
Public Warrants \| Redemption of warrants when closing price of common stock equals or exceeds $18.00
Class of Warrant or Right:
Issue price per share		$ 18.00
Private Warrants
Class of Warrant or Right:
Number of warrants outstanding \| shares	9,500,000	9,500,000
Redemption price per warrant (in dollars per share)		$ 0.01
Threshold trading days for calculating the average closing price \| D	10	10
Outstanding Public Warrants \| $	$ 1,000	$ 1,000
Share price	$ 0.77	$ 0.77	$ 2.08
Allseas Warrants
Class of Warrant or Right:
Exercise price of warrants	$ 0.01	$ 0.01
Vesting of Allseas Warrant \| $	$ 69,900		$ 0
Allseas Warrants \| PMTS is completed by November 2022
Class of Warrant or Right:
Vesting of Allseas warrants (in warrants) \| shares		11,600,000

Common Shares - Schedule of common shares (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Shares:
Number of beginning balance (in shares)	225,432,493
Balance	$ 92,751	$ 36,254
Exercise of stock options	76	4,236
Conversion of restricted share units	(70)
Issued in Business Combination		$ 91,911
Issuance of shares under PIPE financing	29,621
Share purchase under Employee Stock Purchase Plan	$ 114
Number of ending balance (in shares)	266,812,131	225,432,493
Balance	$ 41,505	$ 92,751	$ 36,254
Common Shares
Common Shares:
Number of beginning balance (in shares)	225,432,493	189,493,593
Balance	$ 296,051	$ 154,431
Issued for services (in shares)			4,432,606
Issued for services			$ 26,960
Exercise of stock options (in shares)	118,461	6,312,756
Exercise of stock options	$ 142	$ 14,297
Conversion of restricted share units (in shares)	2,877,068	173,216
Conversion of restricted share units	$ 6,875	$ 399
Conversion of preferred shares to common shares (in shares)		509,459
Conversion of preferred shares to common shares		$ 550
Issued in Business Combination (in shares)		21,384,296
Issued in Business Combination		$ 72,411
Conversion of debentures (in shares)		3,126,567
Conversion of debentures		$ 27,003
Issuance of shares under PIPE financing (in shares)	38,266,180
Issuance of shares under PIPE financing	$ 29,621
Share purchase under Employee Stock Purchase Plan (in shares)	117,929
Share purchase under Employee Stock Purchase Plan	$ 193
Number of ending balance (in shares)	266,812,131	225,432,493	189,493,593
Balance	$ 332,882	$ 296,051	$ 154,431

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-39281
Entity Registrant Name	TMC the metals Co Inc.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	595 Howe Street, 10th Floor
Entity Address, City or Town	Vancouver,
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6C 2T5
City Area Code	574
Local Phone Number	252-9333
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 169,803,422
Entity Common Stock, Shares Outstanding		277,878,995
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001798562
Amendment Flag	false
Auditor Name	Ernst & Young LLP
Auditor Firm ID	1263
Auditor Location	Vancouver, Canada
Common Shares, without par value
Document And Entity Information
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	TMC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Document And Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Trading Symbol	TMCWW
Security Exchange Name	NASDAQ

TOML Acquisition

12 Months Ended

Dec. 31, 2022

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 from Deep Sea Mining Finance Ltd. (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 net assets acquired as part of the TOML Acquisition were as follows:


Net assets acquired

Total acquisition cost	$	32,047
Allocated to:
Equipment		21
Exploration contracts (Note 10)		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.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Summary of income 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,
	2022			2021
Net loss for the year, before taxes	$	(170,887)		$	(141,299)
Canadian Federal and Provincial income tax rates		27.00	%		27.00	%
Income tax recovery based on the above rates	$	(46,139)		$	(38,151)
Permanent differences		1,952			8,597
Effect of differences in future and foreign tax rates		37,490			22,721
Foreign exchange and other		—			1
Expiry of losses as a result of the Business Combination (Note 6)		—			9,181
Valuation allowance changes affecting the provision of income taxes		6,774			(2,349)
Total income taxes	$	77		$	—

Summary of deferred income tax assets (liabilities)


	December 31, 2022		December 31, 2021
Deferred Tax Assets
Non-capital losses	$	16,074	$	7,409
Capital losses and other		172		—
Equipment		79		90
Share issuance costs		221		10
Total deferred income tax assets	$	16,546	$	7,509
Valuation allowance		(16,546)		(7,509)
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, 2022		December 31, 2021		Expiry Date Range

Non-capital losses	$	67,409	$	33,645	See below
Capital losses	$	1,273	$	—	Not applicable
Equipment	$	291	$	333	Not applicable
Share issuance costs	$	821	$	37	Not applicable

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


	Canada		Singapore		United States		Tonga
2035	$	—	$	—	$	2	$	—
2041		4,100		—		—		—
2042		13,914		—		1		—
No expiry		—		14,231		—		35,158
Loss carry-forwards	$	18,014	$	14,231	$	3	$	35,158

Equipment

12 Months Ended

Dec. 31, 2022

Equipment

Equipment

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


	Exploration and
Cost	other equipment		Office equipment		Total
December 31, 2020	$	2,240	$	21	$	2,261
Additions		560		—		560
December 31, 2021		2,800		21		2,821
Additions		1,026		—		1,026
December 31, 2022	$	3,826	$	21	$	3,847

Accumulated depreciation
December 31, 2020	$	(933)	$	(18)	$	(951)
Amortization for the year		(453)		(1)		(454)
December 31, 2021		(1,386)		(19)		(1,405)
Amortization for the year		(416)		(1)		(417)
December 31, 2022	$	(1,802)	$	(20)	$	(1,822)

Net book value
As at December 31, 2021	$	1,414	$	2	$	1,416
As at December 31, 2022	$	2,024	$	1	$	2,025

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SSCS Pte. Ltd
Related Party Transactions
Consulting services	$ 275	$ 275
Amount payable	46	23
SSCS Pte. Ltd \| General and administration expenses
Related Party Transactions
Consulting services	55	0
SSCS Pte. Ltd \| Exploration and Evaluation
Related Party Transactions
Consulting services	220	275
Ocean Renaissance LLC
Related Party Transactions
Consulting services	375	375
Amount payable	0	0
Ocean Renaissance LLC \| General and administration expenses
Related Party Transactions
Consulting services	188	0
Ocean Renaissance LLC \| Exploration and evaluation activities
Related Party Transactions
Consulting services	$ 188	$ 375

Receivables and Prepayments (Tables)

12 Months Ended

Dec. 31, 2022

Receivables And Prepayments.

Schedule of receivables and prepayments


	December 31 2022		December 31 2021
Taxes and other receivables	$	117	$	64
Prepayments		2,643		3,622
	$	2,760	$	3,686

Financial Instruments - Schedule of categories of financial instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Amortized cost
Cash	$ 46,842	$ 84,873
Receivables and Prepayments	2,760	3,686
Financial assets	49,602	88,559
Amortized cost
Accounts payable and accrued liabilities	41,614	26,573
Fair value through profit or loss Warrants liability	983	3,126
Financial liabilities	$ 42,597	$ 29,699

Share-Based Compensation - Stock options under the STIP plan (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numbers of options outstanding
Number of beginning balance	15,503,748	15,549,977
Options Outstanding, Granted		6,373,203
Options Outstanding, Expired		(50,946)
Options Outstanding, Cancelled/Forfeited	(28,947)	(57,893)
Options Outstanding, Exercised	(118,461)	(6,310,593)
Number of ending balance	15,356,340	15,503,748	15,549,977
Options Outstanding, Vested and expected to Vest	15,356,340
Options Outstanding, Vested and exercisable	14,738,815
Weighted average exercise price per option
Weighted average exercise price, beginning balance (in dollars per share)	$ 1.40	$ 0.80
Weighted average exercise price, Granted (in dollars per share)		2.10
Weighted average exercise price, Expired (in dollars per share)		0.39
Weighted average exercise price, Cancelled/Forfeited (in dollars per share)	2.60	0.65
Weighted average exercise price, Exercised (in dollars per share)	0.65	0.67
Weighted average exercise price, ending balance (in dollars per share)	1.40	$ 1.40	$ 0.80
Weighted average exercise price, Vested and expected to Vest (in dollars per share)	1.40
Weighted average exercise price, Vested and exercisable (in dollars per share)	$ 1.13
Aggregate intrinsic value of stock options and Weighted average contractual life (years)
Aggregate Intrinsic value of stock options, beginning balance	$ 17,415	$ 36,126
Aggregate Intrinsic value of stock options, ending balance	1,582	$ 17,415	$ 36,126
Aggregate Intrinsic value of stock options, Vested and expected to Vest	1,582
Aggregate Intrinsic value of stock options, Vested and exercisable	$ 1,582
Weighted average contractual life (years)	5 years 1 month 9 days	6 years 3 months 29 days	7 years 4 months 2 days
Weighted average contractual life (years), Vested and expected to Vest	5 years 1 month 9 days
Weighted average contractual life (years), Vested and exercisable	5 years 1 month 6 days

Basis of Presentation

12 Months Ended

Dec. 31, 2022

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. The Company has applied the same accounting policies as in the prior year, except as disclosed below.

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

Certain comparative figures in Note 10 have been reclassified to conform to the current period’s presentation.

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 United States (“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, 2022 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	Holding Company	Australia	100%
TMC The Metals Company UK Limited	Holding Company	United Kingdom	100%

All inter-group balances have been eliminated on consolidation.

Common Shares

12 Months Ended

Dec. 31, 2022

Common Shares

Common Shares

14.Common Shares

Authorized and Issued

As at December 31, 2022, 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	266,812,131
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, 2021, all 509,459 DeepGreen Class B Preferred Shares were 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, 2020	189,493,593	$	154,431
Issued for services (Note 10& 11)	4,432,606		26,960
Exercise of stock options	6,312,756		14,297
Conversion of restricted share units (Note 15)	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 12)	3,126,567		27,003
December 31, 2021	225,432,493	$	296,051
Issuance of shares under PIPE financing (Note 19)	38,266,180		29,621
Exercise of stock options	118,461		142
Conversion of restricted share units (Note 15)	2,877,068		6,875
Share purchase under Employee Stock Purchase Plan (Note 15)	117,929		193
December 31, 2022	266,812,131	$	332,882

- 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

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&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 https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Consolidated Balance Sheets (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Common shares, authorized (unlimited)	Unlimited
Common shares, no par value	$ 0	$ 0
Common shares, issued	266,812,131	225,432,493

Income Taxes - Income tax expense at statutory rates for the Company (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Tax expense at statutory rates for the Company reconciled to the reported loss
Net loss for the year, before taxes	$ (170,887)	$ (141,299)
Canadian Federal and Provincial income tax rates	27.00%	27.00%
Income tax recovery based on the above rates	$ (46,139)	$ (38,151)
Permanent differences	1,952	8,597
Effect of differences in future and foreign tax rates	37,490	22,721
Foreign exchange and other		1
Expiry of losses as a result of the Business Combination (Note 6)		9,181
Valuation allowance changes affecting the provision of income taxes	6,774	$ (2,349)
Total income taxes	$ 77

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Mar. 04, 2021
Significant Accounting Policies
Transfers amount of fair value measurement levels	$ 0	$ 0
Cash	$ 0	0
Percentage of employees purchase of common shares at discount price	15.00%
Leases
Expense for lease payments	$ 132,000	$ 132,000
Allseas Group S.A
Significant Accounting Policies
Number of warrants purchased			11,600,000
Private Warrants
Significant Accounting Policies
Number of warrants purchased	9,500,000
Public Warrants
Significant Accounting Policies
Number of warrants purchased	15,000,000

TOML Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

TOML Acquisition

Schedule of net assets acquired as part of the TOML acquisition


Net assets acquired

Total acquisition cost	$	32,047
Allocated to:
Equipment		21
Exploration contracts (Note 10)		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.

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information

Supplemental Cash Flow Information

21.Supplemental Cash Flow Information


	For the year ended		For the year ended
	December 31,		December 31,
Non-Cash Investing and Financing Activities	2022		2021
Common shares issued to settle previous services	$	—	$	13,103
Conversion of debentures (Note 12)	$	—	$	27,003

General and Administrative Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and Administrative Expenses:
General and administrative expenses	$ 29,518	$ 56,583
Restricted Stock Units
General and Administrative Expenses:
Professional and consulting fees including equity (RSU) settled expenses	1,000	0
Investor relations including equity (RSU) settled expenses	300	200
Professional and consulting fees
General and Administrative Expenses:
General and administrative expenses	6,795	10,697
Investor relations
General and Administrative Expenses:
General and administrative expenses	1,514	6,204
Office and sundry
General and Administrative Expenses:
General and administrative expenses	4,926	2,023
Salaries and wages
General and Administrative Expenses:
General and administrative expenses	5,921	3,412
Director fees
General and Administrative Expenses:
General and administrative expenses	788	404
Share-based compensation
General and Administrative Expenses:
General and administrative expenses	8,596	33,370
Transfer agent and filing fees
General and Administrative Expenses:
General and administrative expenses	378	82
Travel expenses
General and Administrative Expenses:
General and administrative expenses	$ 600	341
Other expenses
General and Administrative Expenses:
General and administrative expenses		$ 50

TOML Acquisition - Net assets acquired as part of the TOML Acquisition (Details) - USD ($) $ in Thousands		1 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Allocated to:
Equipment			$ 2,025	$ 1,416
Exploration contracts (Note 10)			43,150	43,150
Deferred tax liability1			$ (10,675)	$ (10,675)
TOML Acquisition
Net assets acquired
Total acquisition cost	$ 32,047	$ 32,000
Allocated to:
Equipment	21	21
Exploration contracts (Note 10)	42,701	42,701
Deferred tax liability1	(10,675)	(10,675)
Net assets acquired	$ 32,047	$ 32,047

TOML Acquisition (Details) - USD ($) $ in Thousands		1 Months Ended
TOML Acquisition (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Mar. 31, 2020
TOML Acquisition
TOML Acquisition
Total purchase price	$ 32,047	$ 32,000

Segmented Information (Details) $ in Thousands	12 Months Ended
Segmented Information (Details) $ in Thousands	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Segmented Information
Number of operating segment \| segment	1
Equipment	$ 2,025	$ 1,416
Nauru
Segmented Information
Equipment	1,154	1,246
Singapore
Segmented Information
Equipment	863	158
Tonga
Segmented Information
Equipment	7	10
North America
Segmented Information
Equipment	$ 1	$ 2

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Loss for the year	$ (170,964)	$ (141,299)
Items not affecting cash:
Amortization	418	453
Expenses settled with share-based payments	18,394	74,571
Interest on convertible debentures		1,003
Change in fair value of warrants liability	(2,143)	(9,375)
Vesting of Allseas Warrant	69,900
Unrealized foreign exchange	(53)	(15)
Changes in working capital:
Receivables and prepayments	851	(3,479)
Accounts payable and accrued liabilities	16,960	22,049
Net cash used in operating activities	(66,637)	(56,092)
Investing activities
Settlement of deferred acquisition costs		(3,440)
Acquisition of equipment	(1,169)	(402)
Net cash used in investing activities	(1,169)	(3,842)
Financing activities
Proceeds from PIPE financing	30,399
Expenses paid for PIPE financing	(797)
Proceeds from exercise of stock options	76	4,236
Proceeds from issuance of convertible debentures		26,000
Proceeds from employee share purchase plan	114
Taxes withheld and paid on share-based compensation	(70)
Proceeds from Business Combination (net of fees and other costs)		104,465
Net cash provided by financing activities	29,722	134,701
Increase (decrease) in cash	(38,084)	74,767
Impact of exchange rate changes on cash	53	10
Cash - beginning of year	84,873	10,096
Cash - end of year	$ 46,842	$ 84,873

Business Combination - Summary of reconciliation of cash proceeds from the Business Combination (Details) - USD ($) $ in Thousands		12 Months Ended
	Mar. 04, 2021	Dec. 31, 2021
Business Combination
Net contributions from Business Combination		$ 104,465
DeepGreen \| SOAC
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

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2022

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	2022		2021
Common shares issued to settle previous services	$	—	$	13,103
Conversion of debentures (Note 12)	$	—	$	27,003

Income Taxes - Non-capital loss (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Losses carry-forwards
Loss carry-forwards	$ 67,409	$ 33,645
Canada
Losses carry-forwards
Loss carry-forwards	18,014
United States
Losses carry-forwards
Loss carry-forwards	3
Singapore
Losses carry-forwards
Loss carry-forwards	14,231
Tonga
Losses carry-forwards
Loss carry-forwards	35,158
2035 \| United States
Losses carry-forwards
Loss carry-forwards	2
2041 \| Canada
Losses carry-forwards
Loss carry-forwards	4,100
2042 \| Canada
Losses carry-forwards
Loss carry-forwards	13,914
2042 \| United States
Losses carry-forwards
Loss carry-forwards	1
No expiry \| Singapore
Losses carry-forwards
Loss carry-forwards	14,231
No expiry \| Tonga
Losses carry-forwards
Loss carry-forwards	$ 35,158

Warrants

12 Months Ended

Dec. 31, 2022

Warrants

Warrants

13.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, subject to restrictions described below. As at December 31, 2022, 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 July 1, 2022, the Company filed a post-effective amendment to the Registration Statement on Form S-1 with respect to the common shares underlying the Public Warrants and Private Warrants, which was declared effective by the SEC on July 12, 2022.

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, 2022, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at December 31, 2022, 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, 2022, the fair value of outstanding Private Warrants of $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 December 31, 2021	$	3,126
Reduction in fair value of warrants liability		(2,143)
Warrants liability as at December 31, 2022	$	983

As at December 31, 2022, the fair value of the Private Warrants was estimated using the following assumptions:


	December 31, 2022			December 31, 2021
Exercise price	$	11.50		$	11.50
Share price	$	0.77		$	2.08
Volatility		88.05	%		64.6	%
Term		3.69	years		4.7	years
Risk-free rate		4.04	%		1.2	%
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, 2022.

Allseas Warrant

The Allseas Warrant was granted on March 4, 2021, vested and became exercisable for 11.6 million common shares upon successful completion of the PMTS in November 2022, and will expire on September 30, 2026.

The Company recognized a charge of $69.9 million in the fourth quarter of 2022 (nil in 2021), representing the fair market value of the Allseas Warrant on the date it was granted. Fair market value was determined using the DeepGreen’s share price on the date the Allseas Warrant was granted to Allseas ($7.00 per share), reduced by the exercise price of $0.01 per share.

Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Equipment

Schedule of equipment


	Exploration and
Cost	other equipment		Office equipment		Total
December 31, 2020	$	2,240	$	21	$	2,261
Additions		560		—		560
December 31, 2021		2,800		21		2,821
Additions		1,026		—		1,026
December 31, 2022	$	3,826	$	21	$	3,847

Accumulated depreciation
December 31, 2020	$	(933)	$	(18)	$	(951)
Amortization for the year		(453)		(1)		(454)
December 31, 2021		(1,386)		(19)		(1,405)
Amortization for the year		(416)		(1)		(417)
December 31, 2022	$	(1,802)	$	(20)	$	(1,822)

Net book value
As at December 31, 2021	$	1,414	$	2	$	1,416
As at December 31, 2022	$	2,024	$	1	$	2,025

Business Combination - SOAC sponsors (Details)	12 Months Ended
Business Combination - SOAC sponsors (Details)	Dec. 31, 2022 D
Business Combination
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

PIPE Financing (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 12, 2022 item $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
PIPE Financing
Proceeds from PIPE financing \| $		$ 30,399
Securities purchase agreement
PIPE Financing
Number of securities purchase agreements \| item	3
Issuance of shares under PIPE financing (in shares)	37,978,680	37,978,680
Proceeds from PIPE financing \| $		$ 30,400
Securities purchase agreement \| PIPE Purchasers
PIPE Financing
Issuance of shares under PIPE financing (in shares)	31,625,000
Common shares per share \| $ / shares	$ 0.80
Securities purchase agreement \| Gerard Barron, the Company's Chief Executive Officer and Chairman
PIPE Financing
Issuance of shares under PIPE financing (in shares)	103,680
Common shares per share \| $ / shares	$ 0.9645
Securities purchase agreement \| ERAS Capital LLC, the family fund of the Company's director, Andrei Karkar
PIPE Financing
Issuance of shares under PIPE financing (in shares)	6,250,000
Common shares per share \| $ / shares	$ 0.80
Securities purchase agreement \| Placement agent
PIPE Financing
Common shares per share \| $ / shares		$ 0.80
Placement agent fees and offering expenses \| $		$ 1,000
Placement agent fees and offering expenses settled by issuing shares \| $		$ 200
Number of shares issued to settle placement fee and offering expenses		287,500

Share-Based Compensation - Employee Share Purchase Plan (Details) - Employee Share Purchase Plan		12 Months Ended
	May 31, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares
Share-Based Compensation
Percentage of common stock shares outstanding	1.00%
Employee stock purchase plan offering period	24
Employee stock purchase plan, purchase period	4
Percentage of purchased share price	85.00%
Percentage of employees contribution limited to employees annual gross earnings	15.00%
Employee annual gross earnings not to exceed amount per year	$ 25,000
Employee purchases in any offering period cannot exceed common shares \| shares	15,000
Percentage of employees purchases capped not to exceed total outstanding common shares	5.00%
Share-based compensation expense		$ 100,000
Shares issued to employees \| shares		117,929
General and administration expenses
Share-Based Compensation
Share-based compensation expense		$ 67,000
Exploration and evaluation activities
Share-Based Compensation
Share-based compensation expense		$ 35,000
Common Shares
Share-Based Compensation
Issuance of shares under PIPE financing (in shares) \| shares		5,254,324
Issuance of common shares added to ESPP \| shares	2,254,324

Nature of Operations

12 Months Ended

Dec. 31, 2022

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

Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The Company’s wholly-owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 km²in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 km²in the CCZ (“TOML Area”). Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 km²in the CCZ (“Marawa Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered into an option agreement (the “Marawa Option Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner and investor, Allseas Group S.A. (“Allseas”), to 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 (Note 10).

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.

Income Taxes - Additional information (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Income Taxes
Uncertain tax positions	$ 0

Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses
Exploration and evaluation expenses	$ 144,599	$ 93,006
General and administrative expenses	29,518	56,583
Operating loss	174,117	149,589
Other items
Change in fair value of private warrants liability	(2,143)	(9,375)
Foreign exchange loss	24	82
Interest expense (income)	(1,111)	1,003
Loss and comprehensive loss for the year, before tax	170,887	141,299
Tax expense	77
Loss and comprehensive loss for the year, after tax	$ 170,964	$ 141,299
Loss per share
Loss per share - Basic	$ 0.71	$ 0.69
Loss per share - Diluted	$ 0.71	$ 0.69
Weighted average number of common shares outstanding - basic	239,867,019	204,926,931
Weighted average number of common shares outstanding - diluted	239,867,019	204,926,931

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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, the valuation of share-based payments, including valuation of incentive stock options (Note 15), as well as the valuation of warrants liability (Note 13). 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, 2022 and 2021.

As at December 31, 2022 and 2021, the carrying values of cash, receivables, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include public and private warrants issued by the Company. The warrants are valued at fair value which is disclosed in Note 13.

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, 2022 and 2021, 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 (2021: $132) for lease payments during the year ended December 31, 2022 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 and restricted share units issued with performance conditions (Note 15), 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 15), 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 warrants 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.

The Company granted warrants to Allseas on March 4, 2021 to acquire 11.6 million TMC common shares at a nominal value (the “Allseas Warrant”). The Allseas Warrant vested and became exercisable upon successful completion of the PMTS in the fourth quarter of 2022, and have been accounted for as equity, since the warrants do not meet the criteria to be classified as liability as defined in ASC Topic 480, Distinguishing Liabilities from Equity.

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 Policies Adopted during the year

Share-Based Compensation under the Employee Stock Purchase Plan

During the second quarter of 2022, the Company adopted an employee stock purchase plan (the “ESPP”) whereby employees can purchase common shares of the Company at a 15% discount to its share price at the time of purchase, through payroll deductions (Note 15). Employee contributions are converted into common shares at a discount to the lower of the share price at the beginning of the offering period and the share price at the end of the purchase period. The fair value of the shares purchased under the ESPP is estimated on the grant date using a Black-Scholes option-pricing model and is reported as share-based compensation over the offering period, using the accelerated attribution method. Share-based compensation costs are charged to exploration and evaluation expenses or general and administrative expenses in the statement of loss and comprehensive loss.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current
Cash	$ 46,842	$ 84,873
Receivables and prepayments	2,760	3,686
Total current assets	49,602	88,559
Non-current
Exploration contracts	43,150	43,150
Equipment	2,025	1,416
Total non-current assets	45,175	44,566
TOTAL ASSETS	94,777	133,125
Current
Accounts payable and accrued liabilities	41,614	26,573
Total current liabilities	41,614	26,573
Non-current
Deferred tax liability	10,675	10,675
Warrants liability	983	3,126
TOTAL LIABILITIES	53,272	40,374
EQUITY
Common shares (unlimited shares, no par value - issued: 266,812,131 (December 31, 2021 - 225,432,493))	332,882	296,051
Additional paid in capital	184,960	102,073
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(475,121)	(304,157)
TOTAL EQUITY	41,505	92,751
TOTAL LIABILITIES AND EQUITY	$ 94,777	$ 133,125

Financial Instruments

12 Months Ended

Dec. 31, 2022

Financial Instruments

Financial Instruments

17.

Financial Instruments

Categories of Financial Instruments


	December 31 2022		December 31 2021
Financial assets
Amortized cost
Cash	$	46,842	$	84,873
Receivables and Prepayments		2,760		3,686
	$	49,602	$	88,559

Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	41,614	$	26,573
Fair value through profit or loss Warrants liability		983		3,126
	$	42,597	$	29,699

Exploration Contracts - Exploration and evaluation expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Break Down Of Exploration Expenses [Line Items]
Environmental Studies	$ 38,022	$ 40,204
Exploration Labor	6,020	4,047
Mining, Technological and Process Development	1,988	5,412
PMTS	17,819	14,460
Share-Based Compensation	8,488	26,970
Vesting of Allseas Warrant	69,900
Sponsorship, Training and Stakeholder Engagement	1,561	1,122
Other	801	791
Exploration and evaluation expenses	144,599	93,006
NORI Exploration Contract
Schedule Of Break Down Of Exploration Expenses [Line Items]
Environmental Studies	38,022	40,204
Exploration Labor	4,420	2,769
Mining, Technological and Process Development	1,823	5,054
PMTS	15,603	11,568
Share-Based Compensation	6,086	17,116
Vesting of Allseas Warrant	62,910
Sponsorship, Training and Stakeholder Engagement	891	760
Other	706	673
Exploration and evaluation expenses	130,622	78,144
Marawa Option Agreement
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration Labor	758	606
Mining, Technological and Process Development	47	179
PMTS	670	1,446
Share-Based Compensation	1,167	4,401
Sponsorship, Training and Stakeholder Engagement	194	81
Other	16	93
Exploration and evaluation expenses	2,852	6,806
TOML Exploration Contract
Schedule Of Break Down Of Exploration Expenses [Line Items]
Exploration Labor	842	672
Mining, Technological and Process Development	118	179
PMTS	1,546	1,446
Share-Based Compensation	1,235	5,453
Vesting of Allseas Warrant	6,990
Sponsorship, Training and Stakeholder Engagement	476	281
Other	79	25
Exploration and evaluation expenses	$ 11,291	$ 8,056

Related Party Transactions

12 Months Ended

Dec. 31, 2022

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, 2022 totaled $275 thousand (2021: $275 thousand), out of which $220 thousand (2021: $275 thousand) is disclosed as exploration labor within exploration and evaluation expenses (Note 10) and $55 thousand (2021: Nil) is disclosed as salaries and wages within general and administrative expenses (Note 11). As at December 31, 2022, the amount payable to SSCS was $46 thousand (2021: $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, 2022 amounted to $375 thousand (2021: $375 thousand) out of which $188 thousand (2021: $375 thousand) is disclosed as exploration labor within exploration and evaluation expenses (Note 10) and $188 thousand (2021: Nil) is disclosed as salaries and wages within general and administrative expenses (Note 11). As at December 31, 2022, the amount payable to Ocean Renaissance was $Nil (2021: Nil).

Exploration Contracts - Reconciliation of the Company's capitalized exploration (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Exploration contracts
Balance at the beginning	$ 43,150
Balance at the end	43,150
NORI Exploration Contract
Exploration contracts
Balance at the beginning	250
Balance at the end	250
Marawa Option Agreement
Exploration contracts
Balance at the beginning	199
Balance at the end	199
TOML Exploration Contract
Exploration contracts
Balance at the beginning	42,701
Balance at the end	$ 42,701

General and Administrative Expenses

12 Months Ended

Dec. 31, 2022

General and Administrative Expenses.

General and Administrative Expenses

11.General and Administrative Expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2022		2021
Professional and consulting fees⁽¹⁾	$	6,795	$	10,697
Investor relations ⁽²⁾		1,514		6,204
Office and sundry		4,926		2,023
Salaries and wages		5,921		3,412
Director fees		788		404
Share-based compensation		8,596		33,370
Transfer agent and filing fees		378		82
Travel expenses		600		341
Other expenses		—		50
General and Administrative Expenses	$	29,518	$	56,583

⁽¹⁾Professional and consulting fees include $1 million of equity (RSU) settled expenses in 2022 (2021: Nil).

⁽²⁾Investor relations include $0.3 million of equity (RSU) settled expenses in 2022 (2021: $0.2 million).

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Financial Instruments

Schedule of categories of financial instruments


	December 31 2022		December 31 2021
Financial assets
Amortized cost
Cash	$	46,842	$	84,873
Receivables and Prepayments		2,760		3,686
	$	49,602	$	88,559

Financial liabilities
Amortized cost
Accounts payable and accrued liabilities	$	41,614	$	26,573
Fair value through profit or loss Warrants liability		983		3,126
	$	42,597	$	29,699

Significant Accounting Estimates and Judgements (Details)	12 Months Ended
	Dec. 31, 2022 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

Share-Based Compensation - Stock options granted and outstanding under the Company's STIP (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation
Number of Options Outstanding	15,356,340
Number of Options Exercisable	14,738,815
June 30, 2023
Share-Based Compensation
Expiry Date	Jun. 30, 2023
Exercise price	$ 0.87
Weighted average life to expiry (years)	6 months
Number of Options Outstanding	162,100
Number of Options Exercisable	162,100
March 31, 2024
Share-Based Compensation
Expiry Date	Mar. 31, 2024
Exercise price	$ 0.65
Weighted average life to expiry (years)	1 year 3 months
Number of Options Outstanding	73,811
Number of Options Exercisable	73,811
December 31, 2025
Share-Based Compensation
Expiry Date	Dec. 31, 2025
Exercise price	$ 0.65
Weighted average life to expiry (years)	3 years
Number of Options Outstanding	11,578
Number of Options Exercisable	11,578
January 27, 2026
Share-Based Compensation
Expiry Date	Jan. 27, 2026
Weighted average life to expiry (years)	3 years 29 days
Number of Options Outstanding	1,075,229
Number of Options Exercisable	1,075,229
January 27, 2026 \| Minimum
Share-Based Compensation
Exercise price	$ 0.52
January 27, 2026 \| Maximum
Share-Based Compensation
Exercise price	$ 2.59
February 2, 2026
Share-Based Compensation
Expiry Date	Feb. 02, 2026
Exercise price	$ 0.65
Weighted average life to expiry (years)	3 years 1 month 2 days
Number of Options Outstanding	57,893
Number of Options Exercisable	57,893
February 17, 2026
Share-Based Compensation
Expiry Date	Feb. 17, 2026
Weighted average life to expiry (years)	3 years 1 month 17 days
Number of Options Outstanding	431,494
Number of Options Exercisable	431,494
February 17, 2026 \| Minimum
Share-Based Compensation
Exercise price	$ 0.22
February 17, 2026 \| Maximum
Share-Based Compensation
Exercise price	$ 0.52
June 1, 2028
Share-Based Compensation
Expiry Date	Jun. 01, 2028
Weighted average life to expiry (years)	5 years 5 months 1 day
Number of Options Outstanding	12,849,518
Number of Options Exercisable	12,231,993
June 1, 2028 \| Minimum
Share-Based Compensation
Exercise price	$ 0.65	$ 2.59
June 1, 2028 \| Maximum
Share-Based Compensation
Exercise price	$ 8.64
June 30, 2028
Share-Based Compensation
Expiry Date	Jun. 30, 2028
Exercise price	$ 2.59
Weighted average life to expiry (years)	5 years 6 months
Number of Options Outstanding	694,717
Number of Options Exercisable	694,717

Business Combination - Summary of the Special Shares and their respective vesting thresholds (Details) - DeepGreen - SOAC shares in Millions	Mar. 04, 2021 $ / shares shares
Class A special shares
Business Combination
Share Trigger price \| $ / shares	$ 15
Special shares \| shares	5.0
Class B special shares
Business Combination
Share Trigger price \| $ / shares	$ 25
Special shares \| shares	10.0
Class C special shares
Business Combination
Share Trigger price \| $ / shares	$ 35
Special shares \| shares	10.0
Class D special shares
Business Combination
Share Trigger price \| $ / shares	$ 50
Special shares \| shares	20.0
Class E special shares
Business Combination
Share Trigger price \| $ / shares	$ 75
Special shares \| shares	20.0
Class F special shares
Business Combination
Share Trigger price \| $ / shares	$ 100
Special shares \| shares	20.0
Class G special shares
Business Combination
Share Trigger price \| $ / shares	$ 150
Special shares \| shares	25.0
Class H special shares
Business Combination
Share Trigger price \| $ / shares	$ 200
Special shares \| shares	25.0
Class I special shares
Business Combination
Share Trigger price \| $ / shares	$ 50
Special shares \| shares	0.5
Class J special shares
Business Combination
Share Trigger price \| $ / shares	$ 12
Special shares \| shares	0.7

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Compensation

Share-Based Compensation

15.Share-Based Compensation

The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of December 31, 2022 is 33,699,685 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, 2022, there were 15,356,340 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 makes awards under the STIP and LTIP under its equity incentive plans in effect at the time of the award, which is currently the Plan.

No new stock options were granted by the Company under the STIP or LTIP plans during 2022.

Outstanding under STIP plan:

A continuity schedule summarizing the movements in the Company’s stock options under the STIP plan 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, 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
Granted	—		—		—	—
Expired	—		—		—	—
Cancelled/Forfeited	(28,947)		2.60		—	—
Exercised	(118,461)		0.65		—	—
Outstanding – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Vested and expected to vest – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Vested and exercisable – December 31, 2022	14,738,815	$	1.13	$	1,582	5.10

A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2022 is as follows:


			Weighted average	Number of	Number of
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
June 30, 2023	$	0.87	0.5	162,100	162,100
March 31, 2024	$	0.65	1.25	73,811	73,811
December 31, 2025	$	0.65	3.00	11,578	11,578
January 27, 2026	$	0.52 - $2.59	3.08	1,075,229	1,075,229
February 2, 2026	$	0.65	3.09	57,893	57,893
February 17, 2026	$	0.22 - $0.52	3.13	431,494	431,494
June 1, 2028	$	0.65 - $8.64	5.42	12,849,518	12,231,993
June 30, 2028	$	2.59	5.50	694,717	694,717
				15,356,340	14,738,815

The total grant date fair value of STIP stock options that vested during the year ended December 31, 2022, was $2.4 million. As at December 31, 2022, total unrecognized share-based compensation expense of $0.6 million is expected to be recognized over a weighted-average recognition period of approximately one year.

On March 4, 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, 2022 was $1.2 million. None of the LTIP stock options were exercisable on December 31, 2022. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at December 31, 2022, total unrecognized share-based compensation expense for the LTIP stock options was $23 million.

As at December 31, 2022, the fair value of the Company’s common shares was $0.77 per share. As at December 31, 2022, the Company used the closing market price of its common shares to determine the intrinsic value of outstanding stock options.

The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 was $62 thousand.

Activity and Valuation

During 2022, the board of directors approved the extension of the expiry dates of certain stock option grants to reflect the extension of various consulting contracts, resulting in share-based compensation expense of $0.4 million.

The fair value of these modifications was calculated using Black-Scholes option pricing models.

Outstanding under LTIP plan:

The stock options granted under the Company’s LTIP plan 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, 2022, 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.

During the year ended December 31, 2022, the Company recognized $9.5 million of share-based compensation expense for stock options (originally issued under STIP and LTIP plans) in the statement of loss and comprehensive loss (2021: $59.3 million).

Share-based compensation expense for stock options totaling $4.8 million related to general and administration matters were charged to the statement of loss and comprehensive loss for the year ended December 31, 2022 (2021: $32.7 million). The Company recorded a total of $4.7 million of share -based compensation expense for stock options related to exploration and evaluation activities for the year ended December 31, 2022 (2021: $26.6 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, 2022, the Company granted 464,632 RSUs vesting in thirds on each anniversary of the grant date, 527,800 RSUs vesting in fourths on each anniversary of the grant date, 476,189 RSUs vesting in full one year from grant date and 1,721,729 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.

The details of RSUs granted by the Company during the year are as follows:


Vesting Period	2022	2021
Vesting Immediately	1,721,729	173,216
Vesting fully on the anniversary of the grant date	476,189	—
Vesting in halves on each anniversary of the grant date	—	54,687
Vesting in thirds on each anniversary of the grant date	464,632	3,556,225
Vesting in fourths on each anniversary of the grant date	527,800	343,750
Total Units Granted	3,190,350	4,127,878

Of the 1,721,729 units vesting immediately on grant date, 1,072,572 units were issued to settle liabilities with a carrying amount of $1.8 million, at a weighted average grant date fair value of $1.64 per RSU.

During 2022 476,189 units (2021: nil) were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which vest upon the Company’s 2023 annual shareholders meeting. The total fair value of units granted as annual grants to the non-employee directors in 2022 amounted to $700,000 ($nil in 2021).

A summary of the RSU activity in 2022 is presented in the table below:


		Weighted
	Number of	average grant-
	RSUs	date fair value
	Outstanding	per RSU
Outstanding – December 31, 2021	3,946,630	$	3.31
Granted ⁽¹⁾	3,190,350		1.73
Forfeited	(396,691)		2.94
Exercised	(2,925,146)		2.38
Outstanding – December 31, 2022	3,815,143	$	2.75

⁽¹⁾Granted units issued to consultants and which vest immediately include 477,740 and 171,417 units (2021: Nil and 118,528 units), resulting with $1 million and $0.3 million (2021: Nil and $0.2 million) charged to professional and consulting fees expense and to investor relations expense, respectively.

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. During the year, a total of $7.5 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (2021: $1.0 million). Share-based compensation expense for RSUs totaling $3.8 million related to general and administration matters was charged to the statement of loss and comprehensive loss for the year ended December 31, 2022 (2021: $0.6 million). The Company recorded a total of $3.7 million of share-based compensation expense for RSUs related to exploration and evaluation activities for the year ended December 31, 2022 (2021: $0.4 million). As at December 31, 2022, total unrecognized share-based compensation expense for RSUs was $6.1 million (December 31, 2021 - $12.3 million).

As at December 31, 2022, an aggregate of 5,354 vested units were outstanding and due to be converted into common shares.

Employee Stock Purchase Plan

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As of December 31, 2022, there were 5,254,324 common shares reserved for issuance under the ESPP. This included 2,254,324 shares added to the ESPP in January 2022 pursuant to the ESPP’s automatic annual increase provision discussed below. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1% percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

Participation in the ESPP is available to all full-time and certain part-time employees. The ESPP comprises offering periods that are twenty-four (24) months in length, which begin on approximately every June 1 and December 1. Each offering period includes four purchase periods of six months each, which begin on approximately every June 1 and December 1, or at such other times designated by the board of directors or its compensation committee. At the exercise date, which is the last business day of each purchase period, the accumulated deductions from participating employees are used to purchase common shares of the Company. Shares are purchased at a price equal to 85% of the lower of either the share price of the Company’s common shares on the first business day of the particular offering period or the last business day of the purchase period. The ESPP also has an automatic reset feature wherein, if the share price of the common share on any exercise date is less than the share price of the common share on the first business day of the applicable offering period, then such offering period shall automatically terminate immediately after the purchase of the common shares. In such case, a new offering period shall commence on the first business day following the exercise date.

The ESPP includes the following limitations:

●

an employee’s contribution is limited to 15% of the employee’s annual gross earnings, not to exceed $25,000 per year,

●

an employee’s purchases in any offering period cannot exceed 15,000 common shares, and

●

an employee’s purchases are capped, not to exceed 5% of the Company’s total outstanding common shares.

During 2022, the Company issued 117,929 common shares to its employees as part of its ESPP program. A total of $0.1 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2022, representing the share price purchase discount offered by the Company. From the amount charged in 2022, $35 thousand was recorded in exploration and evaluation expenses and $67 thousand was recorded in general and administrative expenses.

Convertible Debentures (Details) - USD ($) $ in Millions		1 Months Ended
Convertible Debentures (Details) - USD ($) $ in Millions	Sep. 09, 2021	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Amount of convertible debentures issued		$ 26.0
Interest rate percentage		7.00%
Common shares, issued			266,812,131	225,432,493
Convertible debt
Debt Instrument [Line Items]
Common shares, issued	3,068,673
Principal amount	$ 25.5
Accrued interest	$ 1.0

Exploration Contracts (Tables)

12 Months Ended

Dec. 31, 2022

Exploration Contracts.

Schedule of reconciliation of the Company's capitalized exploration


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2021	$	250	$	199	$	42,701	$	43,150
December 31, 2022	$	250	$	199	$	42,701	$	43,150

Schedule of exploration and evaluation expenses

NORI

Marawa

TOML

Exploration

Option

Exploration

For the year ended December 31, 2022

Contract

Agreement

Contract

Total

Environmental Studies

38,022

—

38,022

Exploration Labor

4,420

758

842

6,020

Share-Based Compensation (Note 15)

6,086

1,167

1,235

8,488

Mining, Technological and Process Development

1,823

118

1,988

PMTS

15,603

670

1,546

17,819

Allseas Warrant (Note 13)

62,910

—

6,990

69,900

Sponsorship, Training and Stakeholder Engagement

891

194

476

1,561

Other

706

801

130,622

2,852

11,291

144,599


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the year ended December 31, 2021	Contract		Agreement		Contract		Total
Environmental Studies	$	40,204	$	—	$	—	$	40,204
Exploration Labor		2,769		606		672		4,047
Share-Based Compensation (Note 15)		17,116		4,401		5,453		26,970
Mining, Technological and Process Development		5,054		179		179		5,412
PMTS		11,568		1,446		1,446		14,460
Sponsorship, Training and Stakeholder Engagement		760		81		281		1,122
Other		673		93		25		791
	$	78,144	$	6,806	$	8,056	$	93,006

Significant Accounting Policies - Leases (Details)	12 Months Ended
Significant Accounting Policies - Leases (Details)	Dec. 31, 2022
Exploration and other equipment
Significant Accounting Policies
Depreciation rate	30.00%
Office equipment
Significant Accounting Policies
Depreciation rate	30.00%

Loss per Share - Anti-dilutive common equivalent shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss per Share
Total anti-dilutive common equivalent shares	201,286,201	201,552,884
Outstanding options to purchase common shares
Loss per Share
Total anti-dilutive common equivalent shares	25,140,262	25,287,670
Outstanding RSUs
Loss per Share
Total anti-dilutive common equivalent shares	3,815,143	3,946,630
Outstanding shares under ESPP
Loss per Share
Total anti-dilutive common equivalent shares	12,212
Outstanding warrants
Loss per Share
Total anti-dilutive common equivalent shares	36,078,620	36,078,620
Outstanding Special Shares and options to purchase Special Shares
Loss per Share
Total anti-dilutive common equivalent shares	136,239,964	136,239,964

Exploration Contracts

12 Months Ended

Dec. 31, 2022

Exploration Contracts.

Exploration Contracts

10.	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 20) 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 20).

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, 2022, 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

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 Warrant (Note 13).

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 made the second $10 million payment of the amended PMTA on April 25, 2022, upon successful completion of the North Sea drive test on March 25, 2022.

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. Therefore, the Company records the expense on a straight-line basis over the life of the contract which resulted in total expenses of $5.8 million (2021: $14.3 million) recorded as exploration and evaluation expenses for the year ended December 31, 2022. On November 11, 2022, the Board approved the successful completion of the PMTS in NORI Area D and payment of the third milestone amounting to $10 million by issuing 10 million common shares to Allseas. On February 13, 2023, the contract was further amended to allow TMC to pay the third milestone payment to Allseas in shares and these shares were issued to Allseas on February 23, 2023. In relation to the third milestone payment, the Company has recorded an expense equal to $8.7 million based on the fair market value of the Company's shares on November 11, 2022.

As at December 31, 2022, Allseas owned 23.7 million TMC common shares (2021: 16.2 million TMC common shares) which constituted 8.9% (2021: 7.2%) of total common shares outstanding. The Allseas total share ownership includes 3.2 million shares issued in a private placement in June 2020. On February 23, 2023 the Company settled the third milestone payment of $10 million and additional PMTS overage charges equal to $0.9 million by issuing 10.9 million common shares to Allseas (Note 24).

Reconciliation – Exploration Contracts

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


			Marawa
	NORI		Option		TOML
	Contract		Agreement		Contract		Total
December 31, 2021	$	250	$	199	$	42,701	$	43,150
December 31, 2022	$	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, 2022

Contract

Agreement

Contract

Total

Environmental Studies

38,022

—

38,022

Exploration Labor

4,420

758

842

6,020

Share-Based Compensation (Note 15)

6,086

1,167

1,235

8,488

Mining, Technological and Process Development

1,823

118

1,988

PMTS

15,603

670

1,546

17,819

Allseas Warrant (Note 13)

62,910

—

6,990

69,900

Sponsorship, Training and Stakeholder Engagement

891

194

476

1,561

Other

706

801

130,622

2,852

11,291

144,599


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the year ended December 31, 2021	Contract		Agreement		Contract		Total
Environmental Studies	$	40,204	$	—	$	—	$	40,204
Exploration Labor		2,769		606		672		4,047
Share-Based Compensation (Note 15)		17,116		4,401		5,453		26,970
Mining, Technological and Process Development		5,054		179		179		5,412
PMTS		11,568		1,446		1,446		14,460
Sponsorship, Training and Stakeholder Engagement		760		81		281		1,122
Other		673		93		25		791
	$	78,144	$	6,806	$	8,056	$	93,006

Commitments and Contingent Liabilities (Details) $ in Thousands, $ in Millions	12 Months Ended					60 Months Ended
	Dec. 31, 2024 AUD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 AUD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021	May 25, 2012
Commitments and Contingent Liabilities
Exploration and evaluation expenses				$ 144,599	$ 93,006
NORI
Commitments and Contingent Liabilities
Spending committed		$ 25,000
Marawa
Commitments and Contingent Liabilities
Exploration and evaluation expenses	$ 2		$ 3
Commitments plan submission period (in years)				5 years
TOML
Commitments and Contingent Liabilities
Commitments plan submission period (in years)						5 years
DGE
Commitments and Contingent Liabilities
Percentage of annual production committed to Glencore							50.00%

Receivables and Prepayments

12 Months Ended

Dec. 31, 2022

Receivables And Prepayments.

Receivables and Prepayments

8.	Receivables and Prepayments

The amounts of outstanding receivables and prepayments at December 31, 2022 and 2021 are as follows:


	December 31 2022		December 31 2021
Taxes and other receivables	$	117	$	64
Prepayments		2,643		3,622
	$	2,760	$	3,686

Commitments

12 Months Ended

Dec. 31, 2022

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

20.Commitments and Contingent Liabilities

NORI Exploration Contract

As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report, which included a proposed work plan and estimated budget for 2022 to 2026, has been reviewed by and agreed with the ISA, and we are implementing the next five-year plan. NORI has estimated its work plan for 2023 to be approximately $25 million, which may be settled in cash or equity. The cost of the estimated work plan for 2024 onwards is contingent on the ISA’s approval of the NORI Area D exploitation application. Should the approval of NORI’s exploitation application for NORI Area D be delayed or rejected, NORI intends to revise its estimated future work plan in respect of its NORI Area. Work plans are reviewed annually by the Company, agreed with the ISA and may be subject to change depending on the Company’s progress to date.

Marawa Exploration Contract

Through DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area, Marawa and DGE committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2023 and 2024 is Australian dollar (“AUD”) $3 million and AUD $2 million, respectively. Such commitment is negotiated with the ISA as part of a five-year plan submission and is subject to regular periodic reviews. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. DGE expects to collaborate with Marawa to assess the viability of any potential project in the Marawa Contract Area, the timing of such assessment is uncertain.

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. The five-year period ending in 2021 included activities of both TOML (from its acquisition in 2020) and its predecessor. On December 23, 2022, the ISA accepted TOML’s proposed program of activities for the 2022-2026 five-year period.

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. NORI has begun discussions with the Government of Nauru to renegotiate the existing sponsorship agreement and has also committed to ensuring NORI pays corporate income tax within Nauru.

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. TOML expects to renegotiate the existing sponsorship agreement with Tonga prior to entering into operations in the TOML area and has committed to paying corporate income tax within Tonga.

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.

On January 23, 2023, an investor in the 2021 PIPE from the Business Combination filed a lawsuit against us in New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The complaint alleges that we breached the representations and warranties in the plaintiff’s PIPE Subscription Agreement and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. There have been no substantive developments in this case. The Company denies any allegations of wrongdoing and are preparing to file a motion to dismiss. There is no assurance, however, that we will be successful in our 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 we may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated.

Subsequent Events (Details) - USD ($)	Feb. 23, 2023	Feb. 21, 2023	Mar. 22, 2023	Feb. 08, 2023
NORI \| Low Carbon Royalties Inc.
Subsequent Events
Retained right to repurchase of royalty exercisable in number of transactions		2.00%
Subsequent Events \| Unsecured Credit Facility Agreement \| Argentum Credit Virtuti GCV
Subsequent Events
Aggregate credit facility			$ 25,000,000
Subsequent Events \| Unsecured Credit Facility Agreement \| Argentum Credit Virtuti GCV \| Secured Overnight Financing Rate
Subsequent Events
Line of credit, interest rate per annum			4.00%
Subsequent Events \| Unsecured Credit Facility Agreement \| Argentum Credit Virtuti GCV \| Secured Overnight Financing Rate \| Maximum
Subsequent Events
Line of credit, interest rate per annum			5.00%
Subsequent Events \| Unsecured Credit Facility Agreement \| Argentum Credit Virtuti GCV \| Secured Overnight Financing Rate \| Minimum
Subsequent Events
Line of credit, interest rate per annum			4.00%
Subsequent Events \| NORI \| Low Carbon Royalties Inc.
Subsequent Events
Percentage of gross overriding royalty		2.00%
Maximum percentage of right to repurchase royalty retained		75.00%
Percentage of reduced royalty on execution of repurchase transactions		0.50%
Percentage of gross overriding royalty on a producing natural gas field		1.60%
Percentage of common ownership interest on a fully-diluted basis as of closing, received		35.00%
Amount of cash received in common ownership interest on fully-diluted basis as of closing		$ 5,000,000
Subsequent Events \| Fifth Amendment \| NORI
Subsequent Events
Amount due upon successful completion of the pilot trial				$ 10,000,000
Subsequent Events \| Fifth Amendment \| Allseas Group S.A \| NORI
Subsequent Events
Number of shares issuable upon successful completion of the pilot trial				10,850,000
Common shares per share				$ 1.00
Payment for milestone	$ 10,000,000
Additional overage charges	$ 900,000
Number of shares issued for additional overage charges	10,900,000

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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, 2022 and 2021.

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

Income Taxes

xiii.

Income Taxes

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

Significant Accounting Policies Adopted during the year

Share-Based Compensation under the Employee Stock Purchase Plan

Valuation of warrants liability

ii.Valuation of Warrants Liability

Evaluation of Going Concern

iii.Evaluation of Going Concern

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

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 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

Summary of number 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

Business Combination

12 Months Ended

Dec. 31, 2022

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 Warrant”) have been assumed by TMC and have become warrants to purchase 11.6 million TMC common shares, in accordance with its terms.

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


Special Share Class	A	B	C	D	E	F	G	H	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 the issuance of 873,953 common shares on October 7, 2021.

Prior to the Business Combination, SOAC had 30.0 million Class A common shares with a par value of $0.0001 per share (“SOAC Class A Shares”) outstanding and 7.5 million 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.

General and Administrative Expenses (Tables)

12 Months Ended

Dec. 31, 2022

General and Administrative Expenses.

Schedule of general and administrative expenses


	For the year ended		For the year ended
	December 31,		December 31,
	2022		2021
Professional and consulting fees⁽¹⁾	$	6,795	$	10,697
Investor relations ⁽²⁾		1,514		6,204
Office and sundry		4,926		2,023
Salaries and wages		5,921		3,412
Director fees		788		404
Share-based compensation		8,596		33,370
Transfer agent and filing fees		378		82
Travel expenses		600		341
Other expenses		—		50
General and Administrative Expenses	$	29,518	$	56,583

Business Combination - The number of shares of TMC common shares issued immediately following the consummation of the Business Combination (Details) - shares	Sep. 09, 2021	Dec. 31, 2022
Business Combination
Total TMC common shares outstanding at close of Business Combination		266,812,131
SOAC
Business Combination
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 \| SOAC
Business Combination
Shares issued to the shareholders	203,874,981

Loss per Share

12 Months Ended

Dec. 31, 2022

Loss per Share

Loss per Share

16.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,
	2022	2021
Outstanding options to purchase common shares	25,140,262	25,287,670
Outstanding RSUs	3,815,143	3,946,630
Outstanding shares under ESPP	12,212	—
Outstanding warrants	36,078,620	36,078,620
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	201,286,201	201,552,884

Segmented Information (Tables)

12 Months Ended

Dec. 31, 2022

Segmented Information

Schedule of equipment


Equipment	December 31, 2022		December 31, 2021
Nauru	$	1,154	$	1,246
Singapore		863		158
Tonga		7		10
North America		1		2
Total	$	2,025	$	1,416

Business Combination - Transaction costs related to the Business Combination (Details) $ in Millions	Sep. 09, 2021 USD ($)
Business Combination
Transaction costs	$ 42.1
Common Shares
Business Combination
Transaction costs were capitalized to common shares	36.7
General and administration expenses
Business Combination
Transaction costs	$ 5.4

Exploration Contracts - (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands										4 Months Ended	12 Months Ended
	Feb. 23, 2023	Nov. 11, 2022	Apr. 25, 2022	Oct. 05, 2021	Feb. 20, 2020	Jul. 08, 2019	Jan. 19, 2015	Oct. 01, 2013	Jul. 22, 2011	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 04, 2021	Jun. 30, 2020
Exploration contracts
Total value											$ 332,882	$ 296,051
Payment				$ 10,000
Proceeds from PIPE financing											$ 30,399
PMTS
Exploration contracts
Additional common stock, shares (in Shares)					3,200
Consideration for additional common stock shares					$ 10,000
Consideration amount					$ 10,000
Payment			$ 10,000
Common stock, per share (in Dollars per share)					$ 3.11
Completion of the PMTS
Exploration contracts
Common shares issued (in shares)										11,600
Consideration amount						$ 30,000
Allseas Group S.A
Exploration contracts
Owned common shares (in Shares)											23,700	16,200		3,200
Common shares outstanding, percentage											8.90%	7.20%
Cost plus profit basis, percentage											50.00%
Consideration amount											$ 30,000
Research and Development Related Services											5,800	$ 14,300
Proceeds from PIPE financing											$ 20,000
Subscribed for common shares (in Shares)											7,700
Metric tones of polymetallic nodules (in Grams)											200,000
Warrants to purchase common shares													11,600
Allseas Group S.A \| Closing of the Business Combination
Exploration contracts
Consideration amount											$ 10,000
Allseas Group S.A \| Later of (i) January 1, 2022, and (ii) confirmation of successful collection of North Sea test
Exploration contracts
Consideration amount											10,000
Allseas Group S.A \| Completion of the PMTS
Exploration contracts
Common shares issued (in shares)		10,000
Consideration amount		$ 10,000									$ 10,000
Allseas Group S.A \| Completion of the PMTS \| Subsequent Events
Exploration contracts
Additional common stock, shares (in Shares)	10,900
Consideration amount	$ 10,000
Overage Payment	$ 900
NORI \| NORI Exploration Contract
Exploration contracts
Application fee									$ 300
Term (in year)											15 years
Renewable for successive term											5 years
Marawa \| Marawa Option Agreement
Exploration contracts
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
TOML \| TOML Exploration Contract
Exploration contracts
Term (in year)											15 years
Renewable for successive term											5 years
Allseas Group S.A
Exploration contracts
Research and Development Related Services		$ 8,700
Allseas Group S.A \| Completion of the PMTS
Exploration contracts
Common shares issued (in shares)						11,600

Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2022

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	Holding Company	Australia	100%
TMC The Metals Company UK Limited	Holding Company	United Kingdom	100%

Recent Accounting Pronouncements Issued and Adopted

12 Months Ended

Dec. 31, 2022

Recent Accounting Pronouncements Issued and Adopted

Recent Accounting Pronouncements Issued and Adopted

5.	Recent Accounting Pronouncements Issued and Adopted

Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options

In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, which clarified and reduced diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, an issuer should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. Modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument should be measured as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged. The effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction should be recognized in the same manner as if cash had been paid as consideration. ASU 2021-04 is effective for fiscal periods ending on or after December 15, 2021, with early adoption permitted. ASU 2021-04 is applied prospectively to modifications or exchanges occurring on or after the effective date. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s consolidated financial statements.

Warrants - Fair value of warrant liabilities (Details) - Private Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Class of Warrant or Right:
Warrants liability as at December 31, 2021	$ 3,126
Reduction in fair value of warrants liability	(2,143)
Warrants liability as at December 31, 2022	$ 983

Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 04, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation
Stock option number of shares outstanding (in shares)		15,356,340
Number of stock options outstanding (in shares)		15,356,340	15,503,748	15,549,977
Aggregate vested units outstanding		5,354
Number of stock options granted (in Shares)			6,373,203
Number of stock options exercise price (in Dollars per share)			$ 2.10
Intrinsic value		$ 1,582	$ 17,415	$ 36,126
Aggregate vested units outstanding and due to converted		1,582
Short Term Incentive Plan
Share-Based Compensation
Total grant date fair value of options vested		2,400
Share-based compensation expense		600
Extension of expiry dates of certain stock option grants
Share-Based Compensation
Share-based compensation expense		$ 400
Long Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)		9,783,922
Number of stock options granted (in Shares)	9,783,922
Number of stock options exercise price (in Dollars per share)	$ 0.65
Intrinsic value of stock option		$ 1,200
Exercise price (in Dollars per share)		$ 0.65
Share-based compensation expense		$ 23,000
Restricted Stock Units
Share-Based Compensation
Granted		$ 1.73
Granted to Settle Liabilities		$ 1.64
Shares issued		1,072,572
Unrecognized share-based compensation expense		$ 6,100	$ 12,300
Aggregate vested units outstanding		3,815,143	3,946,630
Share-based compensation expense		$ 7,500	$ 1,000
Restricted Stock Units \| General and administration expenses
Share-Based Compensation
Share-based compensation expense		3,800	600
Restricted Stock Units \| Exploration and evaluation activities
Share-Based Compensation
Share-based compensation expense		3,700	400
Equity option
Share-Based Compensation
Share option-based payments expense		9,500	59,300
Share Option One
Share-Based Compensation
Intrinsic value of stock option		$ 62
Fairvalue of common stock share		$ 0.77
Share option-based payments expense		$ 4,800	32,700
Share Option Two
Share-Based Compensation
Share option-based payments expense		4,700	$ 26,600
Sharebased Payment Arrangement Tranche one Member
Share-Based Compensation
Market capitalization		$ 3,000,000
Derived per share (in Dollars per share)		$ 5.59
Derived service periods		3 months 29 days
Sharebased Payment Arrangement Tranche one Member \| Long Term Incentive Plan
Share-Based Compensation
Dividend rate percentage		25.00%
Sharebased Payment Arrangement Tranche Two Member
Share-Based Compensation
Market capitalization		$ 6,000,000
Derived per share (in Dollars per share)		$ 5.42
Derived service periods		1 year 4 months 28 days
Sharebased Payment Arrangement Tranche Two Member \| Long Term Incentive Plan
Share-Based Compensation
Dividend rate percentage		35.00%
Sharebased Payment Arrangement Tranche Three Member \| Long Term Incentive Plan
Share-Based Compensation
Dividend rate percentage		20.00%
Sharebased Payment Arrangement Tranche Four Member \| Long Term Incentive Plan
Share-Based Compensation
Dividend rate percentage		20.00%
Short Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)		15,356,340
Weighted-average recognition period term		1 year
Long Term Incentive Plan \| Sharebased Payment Arrangement Tranche one Member
Share-Based Compensation
Market capitalization		$ 3,000,000
Long Term Incentive Plan \| Sharebased Payment Arrangement Tranche Two Member
Share-Based Compensation
Market capitalization		$ 6,000,000
2021 Incentive Equity Plan
Share-Based Compensation
Aggregate number of common shares reserved for issuance under the plan		33,699,685
Common Shares issued and outstanding percentage		4.00%
2021 Incentive Equity Plan \| Non-employee directors
Share-Based Compensation
Stock option number of shares outstanding (in shares)		2,243,853

Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
Supplemental Cash Flow Information (Details) $ in Thousands	Dec. 31, 2021 USD ($) shares
Supplemental Cash Flow Information
Common shares issued to settle previous services \| shares	13,103
Conversion of debentures (Note 12) \| $	$ 27,003

Segmented Information

12 Months Ended

Dec. 31, 2022

Segmented Information

Segmented Information

22.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, 2022		December 31, 2021
Nauru	$	1,154	$	1,246
Singapore		863		158
Tonga		7		10
North America		1		2
Total	$	2,025	$	1,416

- 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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

24.Subsequent Events

On February 13, 2023, the Company entered into a Fifth Amendment to Pilot Mining Test Agreement and Third Amendment to SAA (“Fifth Amendment”), which was effective as of February 8, 2023, with DGE, DeepGreen Metals ULC and Allseas. The Fifth Amendment relates to the Company’s intent to settle the third and final payment of $10 million due to Allseas upon successful completion of the pilot trial of the PMTS in NORI Area D and certain other costs due to Allseas under the PMTA through the issuance of 10,850,000 common shares to Allseas, priced at $1.00 per share. On February 23, 2023, the Company settled the third milestone payment of $10 million and additional PMTS overage charges amounting to $ 0.9 million by issuing 10.9 million common shares to Allseas (Note 10).

On February 21, 2023, the Company and its wholly-owned subsidiary, NORI, entered into a strategic partnership with Low Carbon Royalties Inc. (“Low Carbon Royalties”), a private corporation formed under the laws of British Columbia, Canada to finance low carbon emitting energy production and technologies (natural gas, nuclear, renewables), transition metals and minerals required for energy storage and electrification (Cu, Li, Ni, Co, Mn), and the evolving environmental markets (the “Partnership”). In connection with the Partnership, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the Clarion Clipperton Zone of the Pacific Ocean in which NORI currently holds exclusive exploration rights for polymetallic nodules from the ISA, to Low Carbon Royalties. The Company retained the right to repurchase up to 75% of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth anniversary of the Partnership. If both repurchase transactions are executed, the NORI Royalty will be reduced to 0.5%. Low Carbon Royalties also owns a 1.6% gross overriding royalty on a producing natural gas field in Latin America. In consideration of the NORI Royalty, TMC received a 35.0% common ownership interest in Low Carbon Royalties on a fully-diluted basis as of closing and $5 million in cash. In connection with the Partnership, (a) the Company and NORI entered into a Royalty Agreement with Low Carbon Royalties which governs the terms of the NORI Royalty and (b) the Company entered into an Investor Rights Agreement with Brian Paes-Braga (a shareholder of Low Carbon Royalties as well as the Company and Managing Partner of SAF Group, one of Canada’s largest alternative asset managers) and Low Carbon Royalties, pursuant to which the Company and Mr. Paes-Braga each has a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights. Pursuant to the Investor Rights Agreement, the Company designated its Chairman and Chief Executive Officer, Gerard Barron, to be its designee on Low Carbon Royalties’ board of directors. Mr. Paes-Braga and Brian O’Neill, Vice President of SAF Group, are the other members of Low Carbon Royalties’ board of directors.

On March 22, 2023, we entered into an Unsecured Credit Facility Agreement (“Credit Facility”) with Argentum Credit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, pursuant to which, we may borrow from the Lender up to $25,000,000 in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at our election) on the first business day of each of June and January. We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. We have the right to pre-pay the entire amount outstanding under the Credit Facility at any time, before the Credit Facility’s maturity of May 21, 2024. The Credit Facility also contains customary events of default.

Convertible Debentures

12 Months Ended

Dec. 31, 2022

Convertible Debentures

Convertible Debentures

12.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.

On September 9, 2021, the outstanding debentures were converted and as a result, the Company issued 3,068,673 common shares 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

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation - Summary of the movements in RSUs (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of RSUs Outstanding
Outstanding - Ending	5,354
Restricted Stock Units
Number of RSUs Outstanding
Outstanding - Beginning	3,946,630
Granted	3,190,350	4,127,878
Forfeited		(396,691)
Exercised		(2,925,146)
Outstanding - Ending	3,815,143	3,946,630
Weighted average grant-date fair value per option
Outstanding - Beginning	$ 3.31
Granted	1.73
Forfeited	2.94
Exercised	2.38
Outstanding - Ending	$ 2.75	$ 3.31
Granted units issued	477,740	0
Number of units vested immediately	171,417	118,528
Professional and consulting fees including equity (RSU) settled expenses	$ 1.0	$ 0.0
Investor relations including equity (RSU) settled expenses	$ 0.3	$ 0.2

Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Canadian federal and provincial income tax rates	27.00%	27.00%

Share-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation
Granted	3,190,350	4,127,878
Amount to settle liabilities	$ 1,800,000
Share-based compensation expense	7,500,000	$ 1,000,000.0
General and administration expenses
Share-Based Compensation
Share-based compensation expense	3,800,000	600,000
Exploration and evaluation activities
Share-Based Compensation
Share-based compensation expense	$ 3,700,000	$ 400,000
Non-employee directors
Share-Based Compensation
Granted	476,189	0
Fair value of units granted as annual grants	$ 700,000	$ 0
Vesting Immediately
Share-Based Compensation
Granted	1,721,729	173,216
Vesting fully on the anniversary of the grant date
Share-Based Compensation
Granted	476,189
Vesting in halves on each anniversary of the grant date
Share-Based Compensation
Granted		54,687
Vesting in thirds on each anniversary of the grant date
Share-Based Compensation
Granted	464,632	3,556,225
Vesting in fourths on each anniversary of the grant date
Share-Based Compensation
Granted	527,800	343,750

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

23.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, 2022 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 2022 and 2021 per the statement of loss and comprehensive loss as follows:


	For the year ended			For the year ended
	December 31,			December 31,
	2022			2021
Net loss for the year, before taxes	$	(170,887)		$	(141,299)
Canadian Federal and Provincial income tax rates		27.00	%		27.00	%
Income tax recovery based on the above rates	$	(46,139)		$	(38,151)
Permanent differences		1,952			8,597
Effect of differences in future and foreign tax rates		37,490			22,721
Foreign exchange and other		—			1
Expiry of losses as a result of the Business Combination (Note 6)		—			9,181
Valuation allowance changes affecting the provision of income taxes		6,774			(2,349)
Total income taxes	$	77		$	—

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, 2022		December 31, 2021
Deferred Tax Assets
Non-capital losses	$	16,074	$	7,409
Capital losses and other		172		—
Equipment		79		90
Share issuance costs		221		10
Total deferred income tax assets	$	16,546	$	7,509
Valuation allowance		(16,546)		(7,509)
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, 2022		December 31, 2021		Expiry Date Range

Non-capital losses	$	67,409	$	33,645	See below
Capital losses	$	1,273	$	—	Not applicable
Equipment	$	291	$	333	Not applicable
Share issuance costs	$	821	$	37	Not applicable

As at December 31, 2022, the Company had non-capital loss carry-forwards of $67.4 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		Singapore		United States		Tonga
2035	$	—	$	—	$	2	$	—
2041		4,100		—		—		—
2042		13,914		—		1		—
No expiry		—		14,231		—		35,158
Loss carry-forwards	$	18,014	$	14,231	$	3	$	35,158

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, 2022, 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, 2022, the 2022 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
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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, 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	$ 14,297		(10,061)			4,236
Exercise of stock options (in shares)	6,312,756
Conversion of restricted share units	$ 399		(399)
Conversion of restricted share units (in shares)	173,216
Common shares issued for exploration and evaluation expenses	$ 25,664		(12,879)			12,785
Common shares to be issued for exploration and evaluation expenses (in shares)	4,245,031
Conversion of debentures	$ 27,003					27,003
Conversion of debentures (in shares)	3,126,567
Share-based compensation			60,565			60,565
Common shares issued for services	$ 1,296					1,296
Common shares issued for services (in shares)	187,575
Net equity from Business Combination	$ 72,411		19,500			91,911
Net equity from Business Combination (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
Issuance of shares under PIPE Financing (Net Proceeds)	$ 29,621					29,621
Issuance of shares under PIPE financing (in shares)	38,266,180
Exercise of stock options	$ 142		(66)			76
Exercise of stock options (in shares)	118,461
Conversion of restricted share units	$ 6,875		(6,945)			(70)
Conversion of restricted share units (in shares)	2,877,068
Share purchase under Employee Share Purchase Plan	$ 193		(79)			114
Share purchase under Employee Share Purchase Plan (in shares)	117,929
Vesting of Allseas Warrant			69,900			69,900
Share-based compensation			20,077			20,077
Loss for the year					(170,964)	(170,964)
Balance at Dec. 31, 2022	$ 332,882		$ 184,960	$ (1,216)	$ (475,121)	$ 41,505
Balance (in Shares) at Dec. 31, 2022	266,812,131

Warrants - Fair value measurements assumptions (Details) - Private Warrants - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Warrant or Right:
Exercise price	$ 11.50	$ 11.50
Share price	$ 0.77	$ 2.08
Volatility	88.05%	64.60%
Term	3 years 8 months 8 days	4 years 8 months 12 days
Risk-free rate	4.04%	1.20%
Dividend yield	0.00%	0.00%

Equipment (Details) - DeepGreen - USD ($) $ in Thousands	12 Months Ended
Equipment (Details) - DeepGreen - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Equipment
Balance	$ 2,821	$ 2,261
Additions	1,026	560
Balance	3,847	2,821
Accumulated depreciation
Balance	(1,405)	(951)
Amortization for the year	(417)	(454)
Balance	(1,822)	(1,405)
Net book value
Balance	2,025	1,416
Exploration and other equipment
Equipment
Balance	2,800	2,240
Additions	1,026	560
Balance	3,826	2,800
Accumulated depreciation
Balance	(1,386)	(933)
Amortization for the year	(416)	(453)
Balance	(1,802)	(1,386)
Net book value
Balance	2,024	1,414
Office equipment
Equipment
Balance	21	21
Additions	0
Balance	21	21
Accumulated depreciation
Balance	(19)	(18)
Amortization for the year	(1)	(1)
Balance	(20)	(19)
Net book value
Balance	$ 1	$ 2

Basis of Presentation (Details)	Dec. 31, 2022
DeepGreem Metals ULC
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen Engineering Pte. Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen Resources LLC ("DGL")
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Nauru Ocean Resources Inc
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Nauru Education and Training Foundation Inc.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Nauru Health and Environment Foundation Inc.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Tonga Offshore Mining Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Koloa Moana Resources Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
Offshore Minerals Pty. Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Singapore Pte. Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 1 Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
DeepGreen TOML Holding 2 Ltd.
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
The Metals Company Australia Pty Ltd
Basis of Presentation
Proportion of Interest Held by the Company	100.00%
TMC The Metals Company UK Limited
Basis of Presentation
Proportion of Interest Held by the Company	100.00%

Common Shares (Tables)

12 Months Ended

Dec. 31, 2022

Common Shares

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

As at December 31, 2022, 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	266,812,131
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, 2020	189,493,593	$	154,431
Issued for services (Note 10& 11)	4,432,606		26,960
Exercise of stock options	6,312,756		14,297
Conversion of restricted share units (Note 15)	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 12)	3,126,567		27,003
December 31, 2021	225,432,493	$	296,051
Issuance of shares under PIPE financing (Note 19)	38,266,180		29,621
Exercise of stock options	118,461		142
Conversion of restricted share units (Note 15)	2,877,068		6,875
Share purchase under Employee Stock Purchase Plan (Note 15)	117,929		193
December 31, 2022	266,812,131	$	332,882

- 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
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
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-Paragraph 1
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Share-Based Compensation - Weighted average assumptions (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Tranche 1 and Tranche 2
Share-Based Compensation
Expected stock price volatility	91.00%
Expected life of options (years)	7 years 3 months 18 days
Risk-free interest rate	1.30%
Expected dividend yield	0.00%
Estimated per share fair value of the Company's common shares	$ 6.05
Tranche 3
Share-Based Compensation
Expected stock price volatility	91.20%
Expected life of options (years)	5 years 2 months 12 days
Risk-free interest rate	0.80%
Expected dividend yield	0.00%
Estimated per share fair value of the Company's common shares	$ 6.05
Tranche 4
Share-Based Compensation
Expected stock price volatility	91.20%
Expected life of options (years)	5 years 4 months 24 days
Risk-free interest rate	0.90%
Expected dividend yield	0.00%
Estimated per share fair value of the Company's common shares	$ 6.05

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies

Summary of major categories of equipment are amortized on a declining balance basis


Exploration and other equipment	30	%
Office equipment	30	%

PIPE Financing

12 Months Ended

Dec. 31, 2022

PIPE Financing

PIPE Financing

19.PIPE Financing

On August 12, 2022, the Company entered into three securities purchase agreements for the private placement of an aggregate of 37,978,680 of the Company’s common shares. The Company entered into a securities purchase agreement with the purchasers named therein for the issuance and sale of an aggregate of 31,625,000 common shares at a purchase price of $0.80 per share, a separate securities purchase agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman, for the issuance and sale of 103,680 Common Shares at $0.9645 per share, the consolidated closing bid price per Common Share on August 11, 2022, and a separate securities purchase agreement with ERAS Capital LLC, the family fund of the Company’s director, Andrei Karkar, for the issuance and sale of 6,250,000 common shares at a purchase price of $0.80 per share (. As at December 31, 2022, all of the 37,978,680 shares were issued and the Company received gross proceeds amounting to $30.4 million. The Company incurred $1.0 million as placement agent fees and offering expenses out of which expenses amounting to $0.2 million were settled by issuing 287,500 shares at issue price of $0.80 per share.

Nature of Operations (Details) - km²	Dec. 31, 2022	Mar. 31, 2020
NORI
Nature of Operations
Area of exploration granted (in square km)	74,830
TOML
Nature of Operations
Area of exploration granted (in square km)		74,713
Marawa
Nature of Operations
Area of exploration granted (in square km)	74,990

Common Shares (Details)	12 Months Ended
Common Shares (Details)	Dec. 31, 2022 D Vote $ / shares	Dec. 31, 2021 shares
Common Shares:
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
DeepGreen \| Class B Preferred Shares
Common Shares:
Preference shares, shares outstanding \| shares		509,459
Common Shares
Common Shares:
Number of votes per share \| Vote	1
Minimum
Common Shares:
Trigger price (in dollar per shares) \| $ / shares	$ 15
Maximum
Common Shares:
Trigger price (in dollar per shares) \| $ / shares	$ 200

Business Combination - Transaction costs and SOAC Shares (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 09, 2021	Mar. 04, 2021	Dec. 31, 2022	Sep. 08, 2021
Business Combination
Transaction costs	$ 42.1
Common shares, outstanding			266,812,131
Class J special shares
Business Combination
Common shares, outstanding			741,000
SOAC
Business Combination
Common shares, outstanding	224,385,324
Number of shares redeemed	27,278,657
Number of shares converted	6,759,000
SOAC \| Class A common stock
Business Combination
Common shares, outstanding		30,000,000.0
Common shares issued price		$ 0.0001
Number of shares redeemed		27,300,000
Conversion ratio	1.00%
SOAC \| Class B Ordinary Shares
Business Combination
Common 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 Combination
Transaction costs		$ 3.5
Transaction costs settled in shares		873,953
Common shares issued price	$ 0			$ 0.0001
SOAC \| Class J special shares
Business Combination
Number of shares converted	700,000

Business Combination (Details)			12 Months Ended
Business Combination (Details)	Sep. 09, 2021 shares	Mar. 04, 2021 USD ($) D $ / shares shares	Dec. 31, 2022 D
Business Combination
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
SOAC \| Minimum
Business Combination
Trigger price \| $ / shares		$ 15
SOAC \| Maximum
Business Combination
Trigger price \| $ / shares		$ 200
SOAC \| Common Shares
Business Combination
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
DeepGreen \| SOAC
Business Combination
Number of shares issued on acquisition	203,874,981
Maximum pro-rata portion of Special Shares if exercised		14,900,000
DeepGreen \| SOAC \| Common Shares
Business Combination
Share exchange ratio		1.157862
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 Combination
Number of shares issued on acquisition		120,100,000
DeepGreen \| SOAC \| Class I special shares
Business Combination
Trigger price \| $ / shares		$ 50
DeepGreen \| SOAC \| Class J special shares
Business Combination
Trigger price \| $ / shares		12
DeepGreen \| SOAC \| Class H special shares
Business Combination
Trigger price \| $ / shares		$ 200
SOAC Sponsor \| Common Shares
Business Combination
Number of shares issued on acquisition		500,000
SOAC Sponsor \| Class I special shares
Business Combination
Threshold trading days within any thirty trading day period for automatic conversion of special shares \| $		20
SOAC Sponsor \| Class I special shares \| Maximum
Business Combination
Trigger price \| $ / shares		$ 50.00
SOAC Sponsor \| Class J special shares
Business Combination
Number of shares issued on acquisition		700,000
SOAC Sponsor \| Class H special shares
Business Combination
Threshold consecutive trading day period for automatic conversion of special shares \| D		30
SOAC Sponsor \| Class H special shares \| Minimum
Business Combination
Trigger price \| $ / shares		$ 12.00

Common Shares - Authorized, issued and outstanding common shares and special shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Authorized and Issued
Common shares, authorized (unlimited)	Unlimited
Common shares, no par value	$ 0	$ 0
Common shares, issued	266,812,131	225,432,493
Common shares, outstanding	266,812,131
Class A Special Shares
Authorized and Issued
Special shares, authorized	5,000,000
Special shares, no par value	$ 0
Common shares, issued	4,448,259
Common shares, outstanding	4,448,259
Class B Special Shares
Authorized and Issued
Special shares, authorized	10,000,000
Special shares, no par value	$ 0
Common shares, issued	8,896,399
Common shares, outstanding	8,896,399
Class C Special Shares
Authorized and Issued
Special shares, authorized	10,000,000
Special shares, no par value	$ 0
Common shares, issued	8,896,399
Common shares, outstanding	8,896,399
Class D Special Shares
Authorized and Issued
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class E Special Shares
Authorized and Issued
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class F Special Shares
Authorized and Issued
Special shares, authorized	20,000,000
Special shares, no par value	$ 0
Common shares, issued	17,792,922
Common shares, outstanding	17,792,922
Class G Special Shares
Authorized and Issued
Special shares, authorized	25,000,000
Special shares, no par value	$ 0
Common shares, issued	22,241,179
Common shares, outstanding	22,241,179
Class H Special Shares
Authorized and Issued
Special shares, authorized	25,000,000
Special shares, no par value	$ 0
Common shares, issued	22,241,179
Common shares, outstanding	22,241,179
Class I Special Shares
Authorized and Issued
Special shares, authorized	500,000
Special shares, no par value	$ 0
Common shares, issued	500,000
Common shares, outstanding	500,000
Class J Special Shares
Authorized and Issued
Special shares, authorized	741,000
Special shares, no par value	$ 0
Common shares, issued	741,000
Common shares, outstanding	741,000

Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Loss per Share

Schedule of anti-dilutive equivalent common shares


	For the year ended	For the year ended
	December 31,	December 31,
	2022	2021
Outstanding options to purchase common shares	25,140,262	25,287,670
Outstanding RSUs	3,815,143	3,946,630
Outstanding shares under ESPP	12,212	—
Outstanding warrants	36,078,620	36,078,620
Outstanding Special Shares and options to purchase Special Shares	136,239,964	136,239,964
Total anti-dilutive common equivalent shares	201,286,201	201,552,884

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Compensation

Summary 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, 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
Granted	—		—		—	—
Expired	—		—		—	—
Cancelled/Forfeited	(28,947)		2.60		—	—
Exercised	(118,461)		0.65		—	—
Outstanding – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Vested and expected to vest – December 31, 2022	15,356,340	$	1.40	$	1,582	5.11
Vested and exercisable – December 31, 2022	14,738,815	$	1.13	$	1,582	5.10

Summary of company's stock options outstanding

A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2022 is as follows:


			Weighted average	Number of	Number of
			life to expiry	Options	Options
Expiry Date	Exercise price		(years)	Outstanding	Exercisable
June 30, 2023	$	0.87	0.5	162,100	162,100
March 31, 2024	$	0.65	1.25	73,811	73,811
December 31, 2025	$	0.65	3.00	11,578	11,578
January 27, 2026	$	0.52 - $2.59	3.08	1,075,229	1,075,229
February 2, 2026	$	0.65	3.09	57,893	57,893
February 17, 2026	$	0.22 - $0.52	3.13	431,494	431,494
June 1, 2028	$	0.65 - $8.64	5.42	12,849,518	12,231,993
June 30, 2028	$	2.59	5.50	694,717	694,717
				15,356,340	14,738,815

Summary of the RSU activity


Vesting Period	2022	2021
Vesting Immediately	1,721,729	173,216
Vesting fully on the anniversary of the grant date	476,189	—
Vesting in halves on each anniversary of the grant date	—	54,687
Vesting in thirds on each anniversary of the grant date	464,632	3,556,225
Vesting in fourths on each anniversary of the grant date	527,800	343,750
Total Units Granted	3,190,350	4,127,878

Long Term Incentive Plan

Share-Based Compensation

Summary 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

Share-Based Compensation

Summary of the RSU activity


		Weighted
	Number of	average grant-
	RSUs	date fair value
	Outstanding	per RSU
Outstanding – December 31, 2021	3,946,630	$	3.31
Granted ⁽¹⁾	3,190,350		1.73
Forfeited	(396,691)		2.94
Exercised	(2,925,146)		2.38
Outstanding – December 31, 2022	3,815,143	$	2.75

Income Taxes - The Company's deferred income tax assets (liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Non-capital losses	$ 16,074	$ 7,409
Capital losses and other	172
Equipment	79	90
Share issuance costs	221	10
Total deferred income tax assets	16,546	7,509
Valuation allowance	(16,546)	(7,509)
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)

Income Taxes - Unused tax losses and unused tax credits (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Non-capital losses	$ 67,409	$ 33,645
Capital losses	1,273
Equipment	291	333
Share issuance costs	$ 821	$ 37