0001104659-23-059123 | 10-Q | XBRL Viewer

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Strategic Partnerships (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Mar. 21, 2023	Feb. 23, 2023	Feb. 21, 2023	Feb. 13, 2023	Mar. 31, 2023	Mar. 31, 2022
Strategic Partnerships
Shares issued to Allseas					$ 9,394
Increase in percentage of gross royalty in second license block	1.44%
Minimum
Strategic Partnerships
Increase in percentage of gross royalty in first license block	1.56%
Decrease in percentage of gross royalty					32.00%
Maximum [Member]
Strategic Partnerships
Increase in percentage of gross royalty in first license block	3.13%
Decrease in percentage of gross royalty					35.00%
Common Shares
Strategic Partnerships
Shares issued to Allseas					$ 9,394
Common shares issued (in shares)					10,850,000
Strategic Alliance with Allseas Pilot Mining Test Project
Strategic Partnerships
Final settlement				$ 10,000
Stock issued (in shares)				10,850,000
Common shares per share				$ 1.00
Third and final payment		$ 10,000
Shares issued to Allseas		$ 900
Common shares issued (in shares)		10,900,000
Percentage of contribution to gross royalty			2.00%
Percentage of repurchase of gross royalty			75.00%
Percentage of reduction in NORI roylaty			0.50%
Percentage of owned carbon royalty			1.60%
Percentage of common stock shares received			35.00%
Royalty expense			$ 5,000
Strategic Alliance with Allseas Pilot Mining Test Project \| Common Shares
Strategic Partnerships
Shares owned					33,500,000	23,700,000
Percentage of common stock shares outstanding					12.00%	8.90%
Public warrants					11,578,620

Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Common Shares	Additional Paid in Capital	Accumulated Other Comprehensive Loss	Deficit	Total
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
Conversion of restricted share units	$ 2,212	(2,290)			(78)
Conversion of restricted share units (in shares)	1,348,350
Share-based compensation		8,124			8,124
Expenses to be settled with share-based payments		45			45
Net income (loss) for the period				(21,117)	(21,117)
Balance at Mar. 31, 2022	$ 298,263	107,952	(1,216)	(325,274)	79,725
Balance (in Shares) at Mar. 31, 2022	226,780,843
Balance at Dec. 31, 2022	$ 332,882	184,960	(1,216)	(475,121)	41,505
Balance (in Shares) at Dec. 31, 2022	266,812,131
Conversion of restricted share units	$ 2,814	(2,814)
Conversion of restricted share units (in shares)	2,956,154
Shares issued to Allseas	$ 9,394				9,394
Shares issued to Allseas (in shares)	10,850,000
Share-based compensation		1,775			1,775
Expenses settled with share-based payments		2,860			2,860
Expenses to be settled with share-based payments		15			15
Net income (loss) for the period				2	2
Balance at Mar. 31, 2023	$ 345,090	$ 186,796	$ (1,216)	$ (475,119)	$ 55,551
Balance (in Shares) at Mar. 31, 2023	280,618,285

Strategic Partnerships (Tables)

3 Months Ended

Mar. 31, 2023

Strategic Partnerships

Schedule of investment


	Investment
Fair value of NORI Royalty	$	14,000
Cash received	$	(5,000)
Cost of Investment on Transaction Date	$	9,000
Equity-accounted investment loss for the period		(219)
Investment as at March 31, 2023	$	8,781

Exploration and Evaluation Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Exploration and Evaluation Expenses

Schedule of exploration and evaluation expenses


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For three months ended March 31, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	2,618	$	—	$	—	$	2,618
Exploration Labor		1,078		45		133		1,256
Share-Based Compensation (Note 9)		828		26		83		937
Mining, Technological and Process Development		1,018		—		105		1,123
Prefeasibility Studies		384		—		—		384
Sponsorship, Training and Stakeholder Engagement		414		76		237		727
Other		92		—		32		124
	$	6,432	$	147	$	590	$	7,169


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For three months ended March 31, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	1,306	$	—	$	—	$	1,306
Exploration Labor		794		198		181		1,173
Share-Based Compensation (Note 9)		1,993		451		455		2,899
Mining, Technological and Process Development		289		8		18		315
PMTS		1,110		132		132		1,374
Sponsorship, Training and Stakeholder Engagement		144		36		42		222
Other		130		5		17		152
	$	5,766	$	830	$	845	$	7,441

Strategic Partnerships - Fair value (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

^[1]

Strategic Partnerships

Fair value of NORI Royalty

$ 14,000

Carrying value

300

As at March 31, 2023

300

Gain on disposition of asset

$ 13,750

$ 0

[1]	The comparative figures in exploration and evaluation expenses and general and administrative expenses have been adjusted to conform to the current period’s presentation

Warrants - Fair value measurements assumptions (Details) - Private Warrants - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right:
Exercise price	$ 11.50	$ 11.50
Share price	$ 0.83	$ 0.77
Volatility	99.52%	88.05%
Term (years)	3 years 5 months 8 days	3 years 8 months 8 days
Risk-free rate	3.68%	4.04%
Dividend yield	0.00%	0.00%

Warrants - Fair value of warrant liabilities (Details) - Private warrants $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Changes in the fair value of warrants liability:
Warrants liability as at December 31, 2022	$ 983
Increase in fair value of warrants liability	544
Warrants liability as at March 31, 2023	$ 1,527

Net Loss (Income) per Share (Tables)

3 Months Ended

Mar. 31, 2023

Net Loss (Income) per Share

Schedule of anti-dilutive common equivalent shares


	Three months ended	Three months ended
	March 31,	March 31,
	2023	2022
Outstanding options to purchase common shares	3,386,742	25,287,670
Outstanding RSUs	—	4,843,825
Outstanding shares under ESPP	—	—
Outstanding warrants	24,500,000	36,078,620
Outstanding Special Shares and options to purchase Special Shares	—	136,239,964
Total anti-dilutive common equivalent shares	27,886,742	202,450,079

Strategic Partnerships - Investment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Strategic Partnerships
Fair value of NORI Royalty	$ 14,000
Cash received	(5,000)
Cost Of Investment On Transaction Date	9,000
Equity-accounted investment loss for the period	(219)
Investment as at March 31, 2023	8,781
Gain loss on investments	$ 200

Segmented Information - Schedule of equipment (Details)	3 Months Ended
Segmented Information - Schedule of equipment (Details)	Mar. 31, 2023 segment
Segmented Information
Number of operating segments	1

Share-Based Compensation - Employee Share Purchase Plan (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) shares
General and administration expenses
Share-Based Compensation
Comprehensive loss \| $	$ 12
Exploration and evaluation activities
Share-Based Compensation
Comprehensive loss \| $	$ 7
Employee Share Purchase Plan
Share-Based Compensation
Percentage of common stock shares outstanding	1.00%
Comprehensive loss \| $	$ 19
Shares issued to employees \| shares	117,929
Employee Share Purchase Plan \| Common Stock
Share-Based Compensation
Shares issued to Allseas (in shares) \| shares	7,922,445
Issuance of common shares added to ESPP \| shares	2,668,121

Contingent Liabilities

3 Months Ended

Mar. 31, 2023

Contingent Liabilities

Contingent Liabilities

13.Contingent Liabilities

On January 23, 2023, an investor in the 2021 private placement 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 private placement 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. The Company denies any allegations of wrongdoing and filed a motion to dismiss on March 31, 2023. 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 the range of possible losses cannot be reliably estimated.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current
Cash	$ 28,390	$ 46,842
Receivables and prepayments	3,230	2,760
Total current assets	31,620	49,602
Non-current
Exploration contracts	42,900	43,150
Equipment	1,997	2,025
Investment	8,781
Total non-current assets	53,678	45,175
TOTAL ASSETS	85,298	94,777
Current
Accounts payable and accrued liabilities	17,544	41,614
Total current liabilities	17,544	41,614
Non-current
Deferred tax liability	10,675	10,675
Warrants liability	1,528	983
TOTAL LIABILITIES	29,747	53,272
EQUITY
Common shares (unlimited shares, no par value - issued: 280,618,285 (December 31, 2022 - 266,812,131))	345,090	332,882
Special Shares	0	0
Additional paid in capital	186,796	184,960
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(475,119)	(475,121)
TOTAL EQUITY	55,551	41,505
TOTAL LIABILITIES AND EQUITY	$ 85,298	$ 94,777

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Basis of Presentation
Fair value of assets, Transfers from Level 1 to Level 2	$ 0	$ 0

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Operating activities

Net Income (Loss) for the period

$ 2

$ (21,117)

Items not affecting cash:

Equity-accounted investment loss

219

^[1]

Gain on disposition of asset

(13,750)

^[1]

Amortization

Expenses settled with share-based payments

1,775

6,393

Expenses to be settled with share-based payments

Change in fair value of warrants liability

545

5,188

Unrealized foreign exchange

(20)

(8)

Changes in working capital:

Receivables and prepayments

(469)

619

Accounts payable and accrued liabilities

(11,877)

(6,744)

Net cash used in operating activities

(23,472)

(15,529)

Investing activities

Acquisition of equipment

(210)

Cash received from investment in Low Carbon Royalties

5,000

Net cash provided by (used in) investing activities

5,000

(210)

Financing activities

Taxes withheld and paid on share-based compensation

(78)

Net cash used in financing activities

(78)

Decrease in cash

(18,472)

(15,817)

Impact of exchange rate changes on cash

(8)

Cash - beginning of period

46,842

84,873

Cash - end of period

$ 28,390

$ 69,048

[1]	The comparative figures in exploration and evaluation expenses and general and administrative expenses have been adjusted to conform to the current period’s presentation

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2023

Fair Value of Financial Instruments

Fair Value Measurements

4.Fair Value of Financial Instruments

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

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with 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 three-month periods ended March 31, 2023, and 2022.

As at March 31, 2023, and 2022, 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 8.

- Definition

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

+ References + Details

Net Loss (Income) per Share - Anti-dilutive common equivalent shares (Details) - shares

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Loss per Share

Total anti-dilutive common equivalent shares

27,886,742

202,450,079

Weighted average number of common shares outstanding - basic

272,029,603

226,075,389

^[1]

Weighted average number of common shares outstanding - diluted

300,376,133

226,075,389

^[1]

Outstanding options to purchase common shares

Loss per Share

Total anti-dilutive common equivalent shares

3,386,742

25,287,670

Weighted average number of common shares outstanding - diluted

3,735,923

Outstanding RSUs

Loss per Share

Total anti-dilutive common equivalent shares

4,843,825

Weighted average number of common shares outstanding - diluted

13,123,935

Outstanding warrants

Loss per Share

Total anti-dilutive common equivalent shares

24,500,000

36,078,620

Weighted average number of common shares outstanding - diluted

11,578,620

Outstanding Special Shares and options to purchase Special Shares

Loss per Share

Total anti-dilutive common equivalent shares

136,239,964

[1]	The comparative figures in exploration and evaluation expenses and general and administrative expenses have been adjusted to conform to the current period’s presentation

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2023	May 10, 2023
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	001-39281
Entity Registrant Name	TMC THE METALS COMPANY INC.
Entity Incorporation, State or Country Code	A1
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	595 Howe Street, 10th Floor
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6C 2T5
City Area Code	574
Local Phone Number	252-9333
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		280,639,790
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001798562
Entity Ex Transition Period	false
Amendment Flag	false
Common Shares, without par value
Document And Entity Information
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	TMC
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Document And Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share
Trading Symbol	TMCWW
Security Exchange Name	NASDAQ

Net Loss (Income) per Share

3 Months Ended

Mar. 31, 2023

Net Loss (Income) per Share

Net Loss (Income) per Share

10.Net Loss (Income) per Share

Basic loss (income) per share is computed by dividing the loss (income) 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.

The diluted weighted-average number of common shares as at March 31, 2023 was 300,376,133 which for the most part included, over and above the basic weighted-average number of common shares of 272,029,603 units, the dilutive effect of share options (3,735,923 units), dilutive effect of RSUs (13,123,935) and the dilutive effect from the Allseas warrants (11,578,620). The diluted weighted-average number of common shares does not include stock options, public warrants and private warrants as these instruments were out-of-the-money and anti-dilutive. Additionally, stock options outstanding under the Company’s Long-Term Incentive Plan were also excluded from the diluted weighted-average number of common shares, as the performance and market conditions were not met.

Anti-dilutive equivalent common shares were as follows:


	Three months ended	Three months ended
	March 31,	March 31,
	2023	2022
Outstanding options to purchase common shares	3,386,742	25,287,670
Outstanding RSUs	—	4,843,825
Outstanding shares under ESPP	—	—
Outstanding warrants	24,500,000	36,078,620
Outstanding Special Shares and options to purchase Special Shares	—	136,239,964
Total anti-dilutive common equivalent shares	27,886,742	202,450,079

Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related Party Transactions

11.Related Party Transactions

The Company’s subsidiary, DGE, is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three months ended March 31, 2023, totaled $69 thousand (three months ended March 31, 2022 - $69 thousand), with $55 thousand disclosed as exploration labor within exploration and evaluation expenses (Note 7) and $14 thousand as general and administration expenses ($55 thousand and $14 thousand, respectively, in the comparative period of the prior year). As at March 31, 2023, the amount payable to SSCS was $23 thousand (December 31, 2022 - $23 thousand).

The Company’s Chief Ocean Scientist provides consulting services to the Company through Ocean Renaissance LLC (“Ocean Renaissance”) where he is a principal. Consulting services during the three months ended March 31, 2023, totaled $94 thousand (three months ended March 31, 2022 - $94 thousand), with $42 thousand disclosed as exploration labor within exploration and evaluation expenses (Note 7) and $52 thousand as general and administration expenses ($47 thousand and $47 thousand, respectively, in the comparative period of the prior year). As at March 31, 2023, the amount payable to Ocean Renaissance was $nil thousand (December 31, 2022 - $nil).

During the three months ended March 31, 2023, Allseas provided the Company with engineering and project management services totaling $1 million, recorded as mining, technological and process development within exploration and evaluation expenses (Note 7). For the three months ended March 31, 2022, Allseas managed and delivered the PMTS project, with services totaling $1.3 million, recorded as PMTS within exploration and evaluation expenses (Note 7). As at March 31, 2023, the amount payable to Allseas was $1.8 million (March 31, 2022 - $5.5 million).

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common shares, no par value	$ 0	$ 0
Common shares, issued	280,618,285	266,812,131

Strategic Partnerships

3 Months Ended

Mar. 31, 2023

Strategic Partnerships

Strategic Partnerships

6.Strategic Partnerships

Strategic Alliance with Allseas Pilot Mining Test Project

On February 13, 2023, the Company entered into a Fifth Amendment to the Pilot Mining Test Agreement (the “PMTA”) and Third Amendment to SAA (“Fifth Amendment”), which was effective as of February 8, 2023, with DGE, DeepGreen Metals Inc. and Allseas. The Fifth Amendment relates to the Company’s settlement of the third and final payment of $10 million due to Allseas upon successful completion of the pilot trial of the pilot mining test system (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 of its common shares to Allseas.

As at March 31, 2023, Allseas owned 33.5 million TMC common shares (2022: 23.7 million TMC common shares) which constituted 12% (2022: 8.9%) of total common shares outstanding. The above-mentioned shareholding excludes 11,578,620 common shares issuable upon the exercise of the Allseas warrant (Note 8).

Investment in Low Carbon Royalties

On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Agreement”) with 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. In connection with the Agreement, 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 anniversaries of the Partnership. If both repurchase transactions are executed, the NORI Royalty will be reduced to 0.5%. At Closing Date, Low Carbon Royalties also owned a 1.6%

gross overriding royalty on a producing natural gas field in Latin America. In consideration of the NORI Royalty, TMC received 35.0% of the common shares issued by Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Agreement the Company entered into an Investor Rights Agreement with a shareholder of Low Carbon Royalties and Low Carbon Royalties, pursuant to which the Company and this shareholder 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.

The Company has accounted for the investment in Low Carbon Royalties in accordance with ASC 323-10 and has thus applied the equity method of accounting to this investment. When considering the royalty liability instrument as well as the embedded repurchase features, management has elected to account for the royalty liability under the fair value option in accordance with ASC 825-10.

On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America, increasing its total gross overriding royalty on the existing first license block from 1.56% to 3.13% and acquiring a gross overriding royalty of 1.44% on a new second license block. The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32% as of March 31, 2023 from 35% as of the Closing Date.

Based on the fair value of the NORI Royalty and the cash received on the Transaction Date, the Company recorded $9 million as investment in Low Carbon Royalties. From the Transaction Date to March 31, 2023, the Company’s share of the net loss generated by the Low Carbon Royalties was $0.2 million.


	Investment
Fair value of NORI Royalty	$	14,000
Cash received	$	(5,000)
Cost of Investment on Transaction Date	$	9,000
Equity-accounted investment loss for the period		(219)
Investment as at March 31, 2023	$	8,781

The net consideration received of $14 million exceeded NORI exploration contract’s carrying value of $0.3 million, resulting in a gain on disposition of asset of $13.75 million recorded in the Company’s Statements of Loss (Income) and Comprehensive Loss (Income). NORI is in the exploration phase of the project and under the Company’s policy, exploration spending is expensed.

Share-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Compensation

Share-Based Compensation

9.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 March 31, 2023,is 44,732,170 common shares, including 10,672,485 shares added to the Plan in January 2023 pursuant to the Plan’s automatic annual increase provision, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year 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

As at March 31, 2023, 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”). No stock options were issued or exercised during the three months ended March 31, 2023. During the three months ended March 31, 2023, the Company recognized $0.2 million (three months ended March 31, 2022 - $3.9 million) of share-based compensation expense for stock options in the statement of loss and comprehensive loss, of which $0.1 million (three months ended March 31, 2022 - $2 million) was recorded in exploration and evaluation expenses and $0.1 million (three months ended March 31, 2022 - $1.9 million) was recorded in general and administration expenses.

Restricted Share Units

The details of RSUs granted by the Company during the three months ended March 31, 2023 and 2022 are as follows:


	Three Months	Three Months
	ended March 31,	ended March 31,
Vesting Period	2023	2022
Vesting Immediately ^{(1) (2)}	3,237,710	1,457,404
Vesting in thirds on each anniversary of the grant date ⁽³⁾	8,683,486	369,394
Vesting in fourths on each anniversary of the grant date	343,750	527,800
Total Units Granted	12,264,946	2,354,598

(1)

Of the 3,237,710 units vesting immediately on grant date, 3,222,086 units were issued to settle liabilities with a carrying amount of $2.9 million, at a weighted average grant date fair value of $0.89 per RSU.

(2)

During the three months ended March 31, 2023, units granted to consultants, which vest immediately, included 23,438 units (first quarter 2022: 384,832 units), resulting in $23 thousand (first quarter 2022: $0.6 million) charged to professional and consulting fees under general and administration expenses.

(3)

During the three months ended March 31, 2023, the Company granted 8,645,465 units as payment for the 2022 LTIP awards and 38,021 units as a sign-on grant. The 2021 LTIP awards were granted in the fourth quarter of 2021 and totaled 3,500,000 units.

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. A total of $1.6 million (three months ended March 31, 2022 - $1.9 million) was charged to the statement of loss and comprehensive loss as share-based compensation expense for the three months ended March 31, 2023, of which $0.9 million (three months ended March 31, 2022- $0.9 million) was recorded in exploration and evaluation expenses and $0.7 million (three months ended March 31, 2022 - $1 million) was recorded in general and administrative expenses. As at March 31, 2023, total unrecognized share-based compensation expense for RSUs was $13.2 million (December 31, 2022 - $6.1 million).

As at March 31, 2023, an aggregate of 533,431 vested units were outstanding and due to be converted into common shares.

Employee Stock Purchase Plan

As of March 31, 2023, there were 7,922,445 common shares reserved for issuance under the Employee Stock Purchase Plan (the “ESPP”), including 2,668,121 shares added to the ESPP in January 2023 pursuant to the ESPP’s automatic annual increase provision. An aggregate of 117,929 of the reserved common shares have been issued under the ESPP.. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1% percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP.

During the first quarter of 2023, a total of $19 thousand (first quarter 2022: $nil) was charged to the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company. From the amount charged during the first quarter of 2023, $7 thousand was recorded in exploration and evaluation expenses (first quarter 2022: $nil) and $12 thousand was recorded in general and administrative expenses (first quarter 2022: $nil).

Share-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2033
Vesting Period
Units sign-on grant				38,021
Restricted stock units
Vesting Period
Granted	12,264,946	2,354,598
Shares issued	3,222,086
Amount to settle liabilities	$ 2,900
Granted	$ 0.89
Restricted stock units \| Long Term Incentive Plan
Vesting Period
Number of stock options granted (in Shares)	8,645,465		3,500,000
Restricted stock units \| Consultant
Vesting Period
Number of units vested immediately	23,438	384,832
Restricted stock units \| Consultant \| General and administration expenses
Vesting Period
Fair value of stock options vested	$ 23	$ 600
Vesting Immediately \| Restricted stock units
Vesting Period
Granted	3,237,710	1,457,404
Vesting in thirds on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted	8,683,486	369,394
Vesting in fourths on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted	343,750	527,800

Nature of Operations

3 Months Ended

Mar. 31, 2023

Nature of Operations

Nature of Operations

1.Nature of Operations

TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019 and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. On September 9, 2021, the Company completed its business combination (the “Business Combination”) with DeepGreen Metals Inc. (“DeepGreen”). 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.

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 km² in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 km² in the CCZ (“TOML Area”). Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 km² in the CCZ (“Marawa Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered into an option agreement (the “Marawa Option Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner and investor, Allseas Group S.A. (“Allseas”), to 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 6).

The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules, 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.

Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A (Details) - Unused credit facility - USD ($) $ in Thousands	Mar. 22, 2023	Mar. 31, 2023
Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A
Aggregate borrowed amount	$ 25,000
Debt instrument term	180 days
Interest rate	4.00%
Kind interest rate	5.00%
Equal interest rate	4.00%
Maturity date	May 21, 2024
Credit facility drawn amount		$ 27
Line of credit facility interest rate term	semi-annually

Warrants

3 Months Ended

Mar. 31, 2023

Warrants

Warrants

8.Warrants

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

Public Warrants

As at March 31, 2023, 15,000,000 (March 31, 2022 - 15,000,000) Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares.

As at March 31, 2023, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at March 31, 2023, 9,500,000 Private Warrants were outstanding (December 31, 2022 - 9,500,000).

The Company re-measures the fair value of the Private Warrants at the end of each reporting period. 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 March 31, 2023, the fair value of outstanding Private Warrants of $1.5 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, 2022	$	983
Increase in fair value of warrants liability		544
Warrants liability as at March 31, 2023	$	1,527

As at March 31, 2023, the fair value of the Private Warrants was estimated using the following assumptions:


	March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Share price	$	0.83		$	0.77
Volatility		99.52	%		88.05	%
Term (years)		3.44			3.69
Risk-free rate		3.68	%		4.04	%
Dividend yield		0.0	%		0.0	%

There were no exercises or redemptions of the Public Warrants or Private Warrants during the period ended March 31, 2023.

Allseas Warrant

Allseas holds a warrant (the “Allseas Warrant”) to purchase 11.6 million common shares of the Company. The Allseas Warrant vested and became exercisable upon the successful completion of the PMTS in November 2022 and will expire on September 30, 2026.

There were no exercises of any warrants during the first quarter of 2023.

Nature of Operations (Details)	Mar. 31, 2023 km²
NORI
Exclusive rights to explore for polymetallic nodules:
Area of exploration granted (in square km)	74,830
TOML
Exclusive rights to explore for polymetallic nodules:
Area of exploration granted (in square km)	74,713
Marawa
Exclusive rights to explore for polymetallic nodules:
Area of exploration granted (in square km)	74,990

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transactions
Amount payable to related party	$ 1,800	$ 5,500
Exploration and evaluation activities
Related Party Transactions
Related party transaction services rendered	1,000	1,300
SSCS Pte. Ltd
Related Party Transactions
Consulting services	69	69
Consulting services	69	69
Amount payable	23		$ 23
SSCS Pte. Ltd \| General and administration expenses
Related Party Transactions
Consulting services	14	14
Consulting services	14	14
SSCS Pte. Ltd \| Exploration and Evaluation
Related Party Transactions
Consulting services	55	55
Consulting services	55	55
Ocean Renaissance LLC
Related Party Transactions
Consulting services	94	94
Consulting services	94	94
Amount payable	0		$ 0
Ocean Renaissance LLC \| General and administration expenses
Related Party Transactions
Consulting services	52	47
Consulting services	52	47
Ocean Renaissance LLC \| Exploration and Evaluation
Related Party Transactions
Consulting services	42	47
Consulting services	$ 42	$ 47

Condensed Consolidated Statements of Income/Loss and Comprehensive Income/Loss - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Operating expenses

Exploration and evaluation expenses

$ 7,169

$ 7,441

^[1]

General and administrative expenses

6,214

8,466

^[1]

Operating loss

13,383

15,907

^[1]

Other items

Equity-accounted investment loss

219

^[1]

Gain on disposition of asset

(13,750)

^[1]

Interest expense /(income)

(454)

^[1]

Change in fair value of private warrants liability

544

5,188

^[1]

Foreign exchange loss

^[1]

Fees and interest on credit facility

^[1]

Net Loss (Income) and Comprehensive Loss (Income) for the period

$ (2)

$ 21,117

^[1]

Net Loss (Income) per share

Net Loss (Income) per share, Basic

^[1]

$ 0.09

Net Loss (Income) per share, Diluted

$ 0.09

Weighted average number of common shares outstanding - basic

272,029,603

226,075,389

^[1]

Weighted average number of common shares outstanding - diluted

300,376,133

226,075,389

^[1]

[1]	The comparative figures in exploration and evaluation expenses and general and administrative expenses have been adjusted to conform to the current period’s presentation

Warrants (Tables)

3 Months Ended

Mar. 31, 2023

Warrants

Schedule of changes in the fair value of warrant liabilities


	Private
	Warrants
Warrants liability as at December 31, 2022	$	983
Increase in fair value of warrants liability		544
Warrants liability as at March 31, 2023	$	1,527

Schedule of provides quantitative information regarding Level 3 fair value measurements


	March 31,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Share price	$	0.83		$	0.77
Volatility		99.52	%		88.05	%
Term (years)		3.44			3.69
Risk-free rate		3.68	%		4.04	%
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 Policies Adopted During the Period

3 Months Ended

Mar. 31, 2023

Significant Accounting Policies Adopted During the Period

Significant Accounting Policies Adopted During the Period

5.Significant Accounting Policies Adopted During the Period

Investments

The Company consolidates investments over which it has control in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). Where the Company does not have control over the investment, but has significant influence, the Company records the investment in accordance with ASC 323, Investments-Equity Method and Joint Ventures (“ASC 323”) whereby, after recording the initial investment, the Company recognizes its proportional share of results of operations of the affiliate in its consolidated financial statements. The value of the equity method investments are impaired if it is determined that there is an other-than-temporary decline in value. Investments over which the Company does not have control nor significant influence are recorded at cost.

Segmented Information

3 Months Ended

Mar. 31, 2023

Segmented Information

Segmented Information

14.Segmented Information

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

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=126901519&loc=d3e8721-108599

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

+ Details

Exploration and Evaluation Expenses

3 Months Ended

Mar. 31, 2023

Exploration and Evaluation Expenses

Exploration and Evaluation Expenses

7.Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For three months ended March 31, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	2,618	$	—	$	—	$	2,618
Exploration Labor		1,078		45		133		1,256
Share-Based Compensation (Note 9)		828		26		83		937
Mining, Technological and Process Development		1,018		—		105		1,123
Prefeasibility Studies		384		—		—		384
Sponsorship, Training and Stakeholder Engagement		414		76		237		727
Other		92		—		32		124
	$	6,432	$	147	$	590	$	7,169


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For three months ended March 31, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	1,306	$	—	$	—	$	1,306
Exploration Labor		794		198		181		1,173
Share-Based Compensation (Note 9)		1,993		451		455		2,899
Mining, Technological and Process Development		289		8		18		315
PMTS		1,110		132		132		1,374
Sponsorship, Training and Stakeholder Engagement		144		36		42		222
Other		130		5		17		152
	$	5,766	$	830	$	845	$	7,441

Warrants (Details) $ / shares in Units, $ in Thousands	3 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Mar. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2022 shares
Private warrants
Class of Warrant or Right:
Fair value of outstanding recorded as warrants liability \| $	$ 1,527	$ 983
Public Warrants
Class of Warrant or Right:
Number of warrants outstanding	15,000,000		15,000,000
Outstanding Public Warrants \| $	$ 19,500
Public Warrants \| SOAC \| IPO [Member]
Class of Warrant or Right:
Warrants to acquire shares of common stock	15,000,000
Public Warrants \| Minimum
Class of Warrant or Right:
Trading days for redemption of public warrants \| D	20
Public Warrants \| Maximum [Member]
Class of Warrant or Right:
Consecutive trading days for redemption of public warrants \| D	30
Public Warrants \| Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 18.00
Class of Warrant or Right:
Issue price per share \| $ / shares	$ 18.00
Private Warrants
Class of Warrant or Right:
Number of warrants outstanding	9,500,000	9,500,000
Number of shares issuable per warrant	0
Private Warrants \| SOAC \| Private warrants
Class of Warrant or Right:
Warrants to acquire shares of common stock	9,500,000
Allseas Warrants \| PMTS Agreement Amendment [Member]
Class of Warrant or Right:
Final payment \| $	$ 0
Allseas Warrants \| PMTS is completed by September 30, 2023
Class of Warrant or Right:
Number of warrants purchased	11,600,000

Basis of Presentation

3 Months Ended

Mar. 31, 2023

Basis of Presentation

Basis of Presentation

2.Basis of Presentation

These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2023 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2022. The Company has applied the same accounting policies as in the prior year, except as disclosed below.

Certain comparative figures in Note 8 have been reclassified to conform to the current period’s presentation.

Exploration and Evaluation Expenses (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Schedule Of Break Down Of Exploration Expenses [Line Items]

Environmental Studies

$ 2,618

$ 1,306

Exploration Labor

1,256

1,173

Share-based compensation

937

2,899

Mining, Technological and Process Development

1,123

315

PMTS

1,374

Prefeasibility Studies

384

Sponsorship, Training and Stakeholder Engagement

727

222

Other

124

152

Exploration and evaluation expenses

7,169

7,441

^[1]

NORI Exploration Contract

Schedule Of Break Down Of Exploration Expenses [Line Items]

Environmental Studies

2,618

1,306

Exploration Labor

1,078

794

Share-based compensation

828

1,993

Mining, Technological and Process Development

1,018

289

PMTS

1,110

Prefeasibility Studies

384

Sponsorship, Training and Stakeholder Engagement

414

144

Other

130

Exploration and evaluation expenses

6,432

5,766

Marawa Option Agreement

Schedule Of Break Down Of Exploration Expenses [Line Items]

Exploration Labor

198

Share-based compensation

451

Mining, Technological and Process Development

PMTS

132

Sponsorship, Training and Stakeholder Engagement

Other

Exploration and evaluation expenses

147

830

TOML Exploration Contract

Schedule Of Break Down Of Exploration Expenses [Line Items]

Exploration Labor

133

181

Share-based compensation

455

Mining, Technological and Process Development

105

PMTS

132

Sponsorship, Training and Stakeholder Engagement

237

Other

Exploration and evaluation expenses

$ 590

$ 845

[1]	The comparative figures in exploration and evaluation expenses and general and administrative expenses have been adjusted to conform to the current period’s presentation

Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2023

Basis of Presentation

Basis of Presentation

Certain comparative figures in Note 8 have been reclassified to conform to the current period’s presentation.

Use of Estimates

3 Months Ended

Mar. 31, 2023

Use of Estimates

Use of Estimates

3.Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 9), as well as the valuation of warrants liability (Note 8) and valuation of acquisition date investment in Low Carbon Royalties Inc. (“Low Carbon Royalties”) (Note 6). Actual results could differ materially from those estimates.

Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A

3 Months Ended

Mar. 31, 2023

Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A

Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A

12.Credit Facility with Argentum Credit Virtuti GCV, Parent of Allseas Investments S.A.

On March 22, 2023, the Company 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, the Company may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate,180-day average plus a margin of 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the Credit Facility at any time before the Credit Facility’s maturity of May 21, 2024. The Credit Facility also contains customary events of default.

During the first quarter of 2023, the Company had not drawn any amount from the Credit Facility and has incurred $27 thousand as underutilization fees, which would be payable only in the event the Credit Facility is not drawn down upon at the time such fees are payable.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

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

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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

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

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

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

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

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

+ Details

Share-Based Compensation (Details) - USD ($) $ in Millions	3 Months Ended
Share-Based Compensation (Details) - USD ($) $ in Millions	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation
Aggregate vested units outstanding	533,431
Short Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)	15,356,340
Long Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)	9,783,922
Restricted Stock Units ("RSUs")
Share-Based Compensation
Share-based compensation expense	$ 1.6	$ 1.9
Unrecognized share-based compensation expense	13.2		$ 6.1
Restricted Stock Units ("RSUs") \| General and administration expenses
Share-Based Compensation
Share-based compensation expense	0.7	1.0
Restricted Stock Units ("RSUs") \| Exploration and evaluation activities
Share-Based Compensation
Share-based compensation expense	$ 0.9	0.9
Employee stock option
Share-Based Compensation
Stock options issued or exercised	0
Employee stock option \| General and administration expenses
Share-Based Compensation
Share-based compensation expense	$ 0.1	1.9
Employee stock option \| Exploration and evaluation activities
Share-Based Compensation
Share-based compensation expense	0.1	2.0
Equity option
Share-Based Compensation
Share-based compensation expense	$ 0.2	$ 3.9
2021 Incentive Equity Plan
Share-Based Compensation
Aggregate number of common shares reserved for issuance under the plan	44,732,170
Additional shares including to the plan 2022	10,672,485
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

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Compensation

Summary of the RSU activity


	Three Months	Three Months
	ended March 31,	ended March 31,
Vesting Period	2023	2022
Vesting Immediately ^{(1) (2)}	3,237,710	1,457,404
Vesting in thirds on each anniversary of the grant date ⁽³⁾	8,683,486	369,394
Vesting in fourths on each anniversary of the grant date	343,750	527,800
Total Units Granted	12,264,946	2,354,598