0001104659-23-091509 | 10-Q | XBRL Viewer

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Strategic Partnerships - Investment in Low Carbon Royalties (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Strategic Partnerships
Fair value of NORI Royalty	$ 14,000	$ 14,000
Cash received	(5,000)	(5,000)
Cost of Investment on Closing Date	9,000	9,000
Equity-accounted investment loss for the period	(356)	(356)
Investment as at June 30, 2023	8,644	8,644
Gain loss on investments	$ 100	$ 400

Warrants

6 Months Ended

Jun. 30, 2023

Warrants

Warrants

8.Warrants

For accounting purposes, the Company was considered to have issued the 15,000,000 common share warrants issued by SOAC as part of the units offered in its initial public offering (“Public Warrants”) and 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”) as part of the Business Combination.

Public Warrants

As at June 30, 2023, 15,000,000 (June 30, 2022 - 15,000,000) Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares.

As at June 30, 2023, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital.

Private Warrants

As at June 30, 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 June 30, 2023, the fair value of outstanding Private Warrants of $2.3 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		1,331
Warrants liability as at June 30, 2023	$	2,314

As at June 30, 2023 and December 31, 2022, the fair value of the Private Warrants was estimated using the following assumptions:


	June 30,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Share price	$	1.63		$	0.77
Volatility		80.83	%		88.05	%
Term (years)		3.19			3.69
Risk-free rate		4.33	%		4.04	%
Dividend yield		0.0	%		0.0	%

There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and six months ended June 30, 2023.

Allseas Warrant

The Allseas warrant vested and became exercisable upon the successful completion of the PMTS in November 2022. On July 26, 2023, the Allseas warrant was exercised resulting in the issuance of 11,578,620 common shares of the Company on August 9, 2023, once the payment of $115.8 thousand warrant fee was received from Allseas.

Nature of Operations	6 Months Ended
Jun. 30, 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.

Nature of Operations

6 Months Ended

Jun. 30, 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.

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Exploration and evaluation activities
Related Party Transactions
Related party transaction services rendered	$ 1,900	$ 1,300	$ 2,900	$ 2,600
Amount payable to related party			3,700
Prepaid amount		3,100		3,100
Affiliate of Allseas
Related Party Transactions
Underutilization fee payable in the event of default			300
SSCS Pte. Ltd \| Related party \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services	69	69	138	138
Amounts payable					$ 23
SSCS Pte. Ltd \| Related party \| General and administration expenses \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services	14	14	28	28
SSCS Pte. Ltd \| Related party \| Exploration and Evaluation \| DeepGreen Engineering Pte. Ltd
Related Party Transactions
Consulting services	55	55	110	110
Ocean Renaissance LLC \| Chief Ocean Scientist
Related Party Transactions
Consulting services	94	94	188	188
Ocean Renaissance LLC \| Chief Ocean Scientist \| General and administration expenses
Related Party Transactions
Consulting services	52	47	103	94
Ocean Renaissance LLC \| Chief Ocean Scientist \| Exploration and Evaluation
Related Party Transactions
Consulting services	$ 42	$ 47	$ 84	$ 94

Strategic Partnerships (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Strategic Partnerships (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2023
Strategic Partnerships
Fair value of NORI Royalty		$ 14,000
Carrying value		250
Gain on disposition of asset	$ 13,750	$ 13,750

Share-Based Compensation (Details) $ in Thousands, $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 AUD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)
General and administration expenses
Share-Based Compensation
Share based compensation expense \| $	$ 60	$ 1,700		$ 176	$ 3,500
Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense \| $	$ 56	1,900		$ 138	3,900
Short-Term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)	15,356,340			15,356,340
Long-term Incentive Plan
Share-Based Compensation
Number of stock options outstanding (in shares)	9,783,922			9,783,922
RSU
Share-Based Compensation
Share based compensation expense \| $	$ 2,400	2,100		$ 4,000	4,000
RSU \| General and administration expenses
Share-Based Compensation
Share based compensation expense \| $	1,000	1,100		1,700	2,100
RSU \| Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense	1,400		$ 1	$ 2,300	1,900
Employee stock option
Share-Based Compensation
Number of exercise of stock options (in Shares)				0
Equity option
Share-Based Compensation
Share based compensation expense \| $	$ 100	$ 3,600		$ 300	$ 7,400
2021 Incentive Equity Plan
Share-Based Compensation
Aggregate number of common shares reserved for issuance under the plan	44,372,170			44,372,170
Additional shares including to the plan 2022	10,672,485			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			2,243,853

Loss per Share

6 Months Ended

Jun. 30, 2023

Loss per Share

Loss per Share

10.Loss per Share

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:


	Six months ended	Six months ended
	June 30,	June 30,
	2023	2022
Outstanding options to purchase common shares	25,140,262	25,259,560
Outstanding RSUs	13,661,066	5,262,330
Outstanding shares under ESPP	46,011	13,885
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	211,165,923	202,854,359

Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2023

Basis of Presentation

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 for exploration and evaluation expenses (Note 7) and general and administrative expenses have been reclassified to conform to the current period’s presentation.

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 the investment in Low Carbon Royalties Inc. (“Low Carbon Royalties”) (Note 6). Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

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

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2023, and 2022.

As at June 30, 2023, and December 31, 2022, the carrying values of cash, receivables, and 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. These warrants are valued at fair value, which is disclosed in Note 8.

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 is 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.

- Definition

Disclosure of accounting policy for investment in financial asset.

+ References + Details

Significant Accounting Policies Adopted During the Period

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies Adopted During the Period

Significant Accounting Policies Adopted During the Period

5.Significant Accounting Policies Adopted During the Period

Investments

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value of Financial Instruments

Fair Value of Financial Instruments

4.Fair Value of Financial Instruments

●

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

●

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

There were no transfers between fair value measurement levels during the three and six months ended June 30, 2023, and 2022.

- 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

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value of Financial Instruments
Fair value of assets, Transfers from Level 1 to Level 2	$ 0	$ 0	$ 0	$ 0
Fair value of assets, Transfers from Level 2 to Level 1	0	0	0	0
Fair value of liabilities, Transfers from Level 1 to Level 2	0	0	0	0
Fair value of liabilities, Transfers from Level 2 to Level 1	0	0	0	0
Fair value of liabilities, Transfers into (out of) Level 3	0	0	0	0
Fair value of assets, Transfers into (out of) Level 3	$ 0	$ 0	$ 0	$ 0

Basis of Presentation

6 Months Ended

Jun. 30, 2023

Basis of Presentation

Basis of Presentation

2.Basis of Presentation

Certain comparative figures for exploration and evaluation expenses (Note 7) and general and administrative expenses have been reclassified to conform to the current period’s presentation.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Loss for the period	$ (14,105)	$ (33,501)
Items not affecting cash:
Amortization	175	189
Expenses settled with share-based payments	4,307	12,746
Equity-accounted investment loss	356
Change in fair value of warrants liability	1,331	(542)
Gain on disposition of asset	13,750
Unrealized foreign exchange	(17)	29
Changes in working capital:
Receivables and prepayments	1,123	(1,089)
Accounts payable and accrued liabilities	(11,277)	(15,955)
Net cash used in operating activities	(31,857)	(38,123)
Investing activities
Cash received from investment in Low Carbon Royalties	5,000
Acquisition of equipment	(75)	(452)
Net cash provided by (used in) investing activities	4,925	(452)
Financing activities
Proceeds from employee stock plans	49	56
Proceeds from exercise of stock options		12
Proceeds from issuance of shares	30
Taxes withheld and paid on share-based compensation		(78)
Net cash provided by (used in) financing activities	79	(10)
Decrease in cash	(26,853)	(38,585)
Impact of exchange rate changes on cash	17	(29)
Cash - beginning of period	46,842	84,873
Cash - end of period	$ 20,006	$ 46,259

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

12.Related Party Transactions

The Company’s subsidiary, DeepGreen Engineering Pte. Ltd., is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three and six months ended June 30, 2023 totaled $69 thousand and $138 thousand, respectively (three and six months ended June 30, 2022 - $69 thousand and $138 thousand, respectively), out of which for three and six months ended June 30, 2023 a total of $55 thousand $110 thousand, respectively (three and six months ended June 30, 2022 - $55 thousand and $110 thousand, respectively), is disclosed as exploration labor within exploration and evaluation expenses (Note 7) and $14 thousand and $28 thousand, respectively, for three and six months ended June 30, 2023 is disclosed as general and administration expenses (three and six months ended June 30, 2022 - $14 thousand and $28 thousand, respectively). As at June 30, 2023, the amount payable to SSCS was $nil (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 and six months ended June 30, 2023 amounted to $94 thousand and $188 thousand, respectively (three and six months ended June 30, 2022 -$94 thousand and $188 thousand, respectively), out of which for three and six months ended June 30, 2023 a total of $42 thousand $84 thousand, respectively (three and six months ended June 30, 2022 - $47 thousand and $94 thousand, respectively), is disclosed as exploration labor within exploration and evaluation expenses (Note 7) and $52 thousand and $103 thousand, respectively, for three and six months ended June 30, 2023 is disclosed as general and administration expenses (three and six months ended June 30, 2022 - $47 thousand and $94 thousand, respectively). As at June 30, 2023, the amount payable to Ocean Renaissance was $nil (December 31, 2022 - $nil).

During the three and six months ended June 30, 2023, Allseas provided the Company with engineering and project management services totaling $1.9 million and $2.9 million respectively, recorded as mining, technological and process development within exploration and evaluation expenses (Note 7). For the three and six months ended June 30, 2022, Allseas managed and delivered the PMTS project, with services totaling $1.3 million and $2.6 million, respectively, recorded as PMTS within exploration and evaluation expenses (Note 7). As at June 30, 2023, the amount payable to Allseas was $3.7 million (June 30, 2022 – prepaid amount of $3.1 million).

During the three and six months ended June 30, 2023, the Company had not drawn from the Credit Facility with the affiliate of Allseas, and has incurred $0.3 million as underutilization fees which would be payable only in the event the Credit Facility is not drawn down at the time such fees are payable (Note 11),

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Loss per Share - Anti-dilutive common equivalent shares (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Loss per Share
Total anti-dilutive common equivalent shares	211,165,923	202,854,359
Outstanding options to purchase common shares
Loss per Share
Total anti-dilutive common equivalent shares	25,140,262	25,259,560
Outstanding RSUs
Loss per Share
Total anti-dilutive common equivalent shares	13,661,066	5,262,330
Outstanding shares under ESPP
Loss per Share
Total anti-dilutive common equivalent shares	46,011	13,885
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

Strategic Partnerships (Tables)

6 Months Ended

Jun. 30, 2023

Strategic Partnerships

Schedule of investment


	Investment
Fair value of NORI Royalty	$	14,000
Cash received	$	(5,000)
Cost of Investment on Closing Date	$	9,000
Equity-accounted investment loss for the period		(356)
Investment as at June 30, 2023	$	8,644

Strategic Partnerships

6 Months Ended

Jun. 30, 2023

Strategic Partnerships

Strategic Partnerships

6.Strategic Partnerships

Strategic Alliance with Allseas

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 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 June 30, 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 which were issued to Allseas on August 9, 2023, upon the exercise of the warrant and receipt of the exercise fee of $115.8 thousand. The warrant vested and became exercisable on successful completion of the PMTS in November 2022 (refer “Allseas Warrant”, Note 8). The above shareholding also excludes 4.15 million common shares which will be issued to Allseas, as consideration on the closing of the Exclusive Vessel Use Agreement (Note 15).

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 the 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 Low Carbon Royalties and a shareholder of 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% from 35%.

Based on the fair value of the NORI Royalty and the cash received on the Closing Date, the Company recorded $9 million as investment in Low Carbon Royalties. For the three and six months ended June 30, 2023, the Company’s share of the net loss generated by the Low Carbon Royalties was $0.1 million and $0.4 million, respectively.


	Investment
Fair value of NORI Royalty	$	14,000
Cash received	$	(5,000)
Cost of Investment on Closing Date	$	9,000
Equity-accounted investment loss for the period		(356)
Investment as at June 30, 2023	$	8,644

The net consideration received of $14 million exceeded the NORI Exploration Contract’s carrying value of $0.25 million, resulting in a gain on disposition of asset of $13.75 million recorded in the Company’s first quarter of 2023 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.

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Operating expenses

Exploration and evaluation expenses

$ 8,098

$ 10,241

$ 15,267

$ 17,678

^[1]

General and administrative expenses

5,131

8,087

11,345

16,557

^[1]

Operating loss

13,229

18,328

26,612

34,235

^[1]

Other items

Equity-accounted investment loss

137

356

Gain on disposition of asset

(13,750)

Change in fair value of warrants liability

787

(5,730)

1,331

(542)

^[1]

Foreign exchange loss (gain)

(22)

Interest income

(319)

(192)

(773)

(192)

^[1]

Fees and interest on credit facility

250

277

Net Loss and comprehensive loss for the period

$ 14,107

$ 12,384

$ 14,105

$ 33,501

^[1]

Net Loss per share - basic

$ 0.05

$ 0.15

^[1]

Net Loss per share - diluted

$ 0.05

$ 0.15

Weighted average number of common shares outstanding - basic

281,323,151

227,119,216

276,702,050

226,600,186

^[1]

Weighted average number of common shares outstanding - diluted

281,323,151

227,119,216

276,702,050

226,600,186

[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.

Credit Facility with Allseas Affiliate (Details) - Unused credit facility - USD ($) $ in Millions	Mar. 22, 2033	Jul. 31, 2023	Jun. 30, 2023
Credit Facility with Allseas Affiliate
Aggregate borrowed amount	$ 25.0
Debt instrument term	180 days
Interest rate	4.00%
Kind interest rate	5.00%
Equal interest rate	4.00%
Maturity date		Nov. 30, 2024
Credit facility drawn amount			$ 0.3
Line of credit facility interest rate term	semi-annually

Exploration and Evaluation Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Exploration and Evaluation Expenses

Schedule of reconciliation exploration licenses


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the three months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	1,909	$	—	$	—	$	1,909
Exploration Labor		1,167		41		136		1,344
Share-Based Compensation (Note 9)		1,260		43		132		1,435
Mining, Technological and Process Development		1,969		—		197		2,166
Prefeasibility Studies		421		—		—		421
Sponsorship, Training and Stakeholder Engagement		489		45		222		756
Other		67		—		—		67
	$	7,282	$	129	$	687	$	8,098


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the three months ended June 30, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	3,868	$	—	$	—	$	3,868
Exploration Labor		823		175		181		1,179
Share-Based Compensation (Note 9)		2,027		441		444		2,912
Mining, Technological and Process Development		201		34		22		257
PMTS		1,125		136		136		1,397
Sponsorship, Training and Stakeholder Engagement		209		51		179		439
Other		164		—		25		189
	$	8,417	$	837	$	987	$	10,241


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the six months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	4,527	$	—	$	—	$	4,527
Exploration Labor		2,245		86		269		2,600
Share-Based Compensation (Note 9)		2,088		69		215		2,372
Mining, Technological and Process Development		2,987		—		302		3,289
Prefeasibility Studies		805		—		—		805
Sponsorship, Training and Stakeholder Engagement		903		121		459		1,483
Other		191		—		—		191
	$	13,746	$	276	$	1,245	$	15,267


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the six months ended June 30, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	5,174	$	—	$	—	$	5,174
Exploration Labor		1,609		374		362		2,345
Share-Based Compensation (Note 9)		4,020		893		899		5,812
Mining, Technological and Process Development		490		42		41		573
PMTS		2,235		268		268		2,771
Sponsorship, Training and Stakeholder Engagement		354		86		221		661
Other		295		5		42		342
	$	14,177	$	1,668	$	1,833	$	17,678

Share-Based Compensation - Restricted Stock Units (Details) $ / shares in Units, $ in Millions	3 Months Ended					6 Months Ended
	Jun. 30, 2023 USD ($) shares	Mar. 31, 2023 shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2022 AUD ($) shares	Dec. 31, 2021 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($)
General and administration expenses
Vesting Period
Share based compensation expense \| $	$ 60,000		$ 1,700,000			$ 176,000	$ 3,500,000
Exploration and evaluation activities
Vesting Period
Share based compensation expense \| $	$ 56,000		1,900,000			$ 138,000	3,900,000
Restricted stock units
Vesting Period
Shares issued \| shares	3,222,086					3,222,086
Amount to settle liabilities \| $	$ 2,900,000					$ 2,900,000
Weighted average grant date fair value \| $ / shares						$ 0.89
Share based compensation expense \| $	2,400,000		2,100,000			$ 4,000,000.0	4,000,000.0
Total unrecognized share-based compensation expense \| $	$ 11,500,000					$ 11,500,000		$ 6,100,000
Aggregate vested units outstanding \| shares	551,075					551,075
Restricted stock units \| As payment for the 2022 LTIP awards
Vesting Period
Granted \| shares	0				3,500,000	8,645,465
Restricted stock units \| As a sign-on grant
Vesting Period
Granted \| shares						38,021
Restricted stock units \| General and administration expenses
Vesting Period
Share based compensation expense \| $	$ 1,000,000		$ 1,100,000			$ 1,700,000	2,100,000
Restricted stock units \| Exploration and evaluation activities
Vesting Period
Share based compensation expense	$ 1,400,000			$ 1		$ 2,300,000	$ 1,900,000
Restricted stock units \| Non-Employee Directors
Vesting Period
Granted \| shares	1,014,349					1,014,349
Total fair value of units granted \| $						$ 700,000
Vesting Immediately \| Restricted stock units
Vesting Period
Granted \| shares		3,237,710	255,749	255,749		3,237,710	1,713,153
Vesting Immediately \| Restricted stock units \| Consultant
Vesting Period
Granted \| shares			255,749	255,749		23,438	640,581
Vesting Immediately \| Restricted stock units \| Consultant \| As prepayment for the services
Vesting Period
Granted \| shares		15,625
Professional and consulting fees \| $			$ 0				$ 0
Vesting Immediately \| Restricted stock units \| Consultant \| As a sign-on grant
Vesting Period
Professional and consulting fees \| $			0				0
Vesting Immediately \| Restricted stock units \| Consultant \| General and administration expenses
Vesting Period
Professional and consulting fees \| $			$ 600,000			$ 23,000	$ 1,200,000
Vesting Immediately \| Restricted stock units \| Consultant \| General and administration expenses \| As prepayment for the services
Vesting Period
Professional and consulting fees \| $	$ 15,000
Vesting fully on the anniversary of the grant date \| Restricted stock units
Vesting Period
Granted \| shares	1,014,349		476,189	476,189		1,014,349	476,189
Vesting in thirds on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted \| shares						8,683,486	369,394
Vesting in fourths on each anniversary of the grant date \| Restricted stock units
Vesting Period
Granted \| shares						343,750	527,800

Share-Based Compensation - Employee Share Purchase Plan (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	May 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Share Purchase Plan
Share-Based Compensation
Common shares reserved for issuance		7,922,445		7,922,445
Number of additional shares added				2,668,121
Aggregate reserved common shares have been issued				201,501
Maximum percentage of annual increase for issuing shares				1.00%
Share based compensation expense		$ 28	$ 23	$ 47	$ 23
Number of common shares issued	83,572		42,426		42,426
General and administration expenses
Share-Based Compensation
Share based compensation expense		60	$ 1,700	176	$ 3,500
General and administration expenses \| Employee Share Purchase Plan
Share-Based Compensation
Share based compensation expense		9	15	21	15
Exploration and evaluation activities
Share-Based Compensation
Share based compensation expense		56	1,900	138	3,900
Exploration and evaluation activities \| Employee Share Purchase Plan
Share-Based Compensation
Share based compensation expense		$ 19	$ 8	$ 26	$ 8

Strategic Partnerships - Strategic Alliance with Allseas (Details) - USD ($)						6 Months Ended
	Aug. 09, 2023	Mar. 21, 2023	Feb. 23, 2023	Feb. 21, 2023	Feb. 13, 2023	Jun. 30, 2023	Jun. 30, 2022
Strategic Partnerships
Shares issued to Allseas (Note 6)						$ 9,394,000
Increase in percentage of gross royalty in second license block		1.44%
Investments						$ 8,644,000
Minimum
Strategic Partnerships
Increase in percentage of gross royalty in first license block		1.56%
Decrease in percentage of gross royalty						32.00%
Maximum
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 (Note 6)						$ 9,394,000
Common shares issued (in shares)						10,850,000
Strategic Alliance with Allseas Pilot Mining Test Project
Strategic Partnerships
Final settlement					$ 10,000,000
Stock issued (in shares)					10,850,000
Common shares per share					$ 1.00
Third and final payment			$ 10,000,000
Shares issued to Allseas (Note 6)			$ 900,000
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 royalty				0.50%
Percentage of owned carbon royalty				1.60%
Percentage of common stock shares received				35.00%
Royalty expense				$ 5,000,000
Strategic Alliance with Allseas Pilot Mining Test Project \| Subsequent Event [Member]
Strategic Partnerships
Exercise fee received	$ 115,800
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%
Strategic Alliance with Allseas Pilot Mining Test Project \| Common Shares \| Subsequent Event [Member]
Strategic Partnerships
Shares issued upon the exercise of the warrant	11,578,620
Strategic Alliance with Allseas Pilot Mining Test Project \| Common Shares \| Exclusive Vessel Use Agreement \| Subsequent Event [Member]
Strategic Partnerships
Shares issued for services received	$ 4,150,000

Loss per Share (Tables)

6 Months Ended

Jun. 30, 2023

Loss per Share

Schedule of anti-dilutive common equivalent shares


	Six months ended	Six months ended
	June 30,	June 30,
	2023	2022
Outstanding options to purchase common shares	25,140,262	25,259,560
Outstanding RSUs	13,661,066	5,262,330
Outstanding shares under ESPP	46,011	13,885
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	211,165,923	202,854,359

Warrants (Details)			6 Months Ended
Warrants (Details)	Aug. 09, 2023 USD ($)	Jul. 26, 2023 shares	Jun. 30, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) shares	Jun. 30, 2022 shares
Private Warrants
Class of Warrant or Right:
Fair value of outstanding recorded as warrants liability \| $			$ 2,314,000	$ 983,000
Public warrants
Class of Warrant or Right:
Number of warrants outstanding			15,000,000		15,000,000
Value of outstanding Public Warrants \| $			$ 19,500,000
Public warrants \| SOAC \| IPO
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
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 placement warrants
Class of Warrant or Right:
Number of warrants outstanding			9,500,000	9,500,000
Number of shares issuable per warrant			0
Private placement warrants \| SOAC \| Private Warrants
Class of Warrant or Right:
Warrants to acquire shares of common stock			9,500,000
Allseas Warrants \| Subsequent event
Class of Warrant or Right:
Shares issued upon the exercise of the warrant		11,578,620
Exercise fee received \| $	$ 115,800

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current
Cash	$ 20,006	$ 46,842
Receivables and prepayments	1,637	2,760
Total current assets	21,643	49,602
Non-current
Exploration contracts	42,900	43,150
Equipment	1,970	2,025
Investment	8,644
Total non-current assets	53,514	45,175
TOTAL ASSETS	75,157	94,777
Current
Accounts payable and accrued liabilities	18,113	41,614
Total current liabilities	18,113	41,614
Non-current
Deferred tax liability	10,675	10,675
Warrants liability	2,314	983
TOTAL LIABILITIES	31,102	53,272
EQUITY
Common shares (unlimited shares, no par value - issued: 281,136,415 (December 31, 2022 - 266,812,131))	345,775	332,882
Special Shares	0	0
Additional paid in capital	188,722	184,960
Accumulated other comprehensive loss	(1,216)	(1,216)
Deficit	(489,226)	(475,121)
TOTAL EQUITY	44,055	41,505
TOTAL LIABILITIES AND EQUITY	$ 75,157	$ 94,777

Exploration and Evaluation Expenses

6 Months Ended

Jun. 30, 2023

Exploration and Evaluation Expenses

Exploration and Evaluation Expenses

The detail of exploration and evaluation expenses is as follows:


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the three months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	1,909	$	—	$	—	$	1,909
Exploration Labor		1,167		41		136		1,344
Share-Based Compensation (Note 9)		1,260		43		132		1,435
Mining, Technological and Process Development		1,969		—		197		2,166
Prefeasibility Studies		421		—		—		421
Sponsorship, Training and Stakeholder Engagement		489		45		222		756
Other		67		—		—		67
	$	7,282	$	129	$	687	$	8,098


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the three months ended June 30, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	3,868	$	—	$	—	$	3,868
Exploration Labor		823		175		181		1,179
Share-Based Compensation (Note 9)		2,027		441		444		2,912
Mining, Technological and Process Development		201		34		22		257
PMTS		1,125		136		136		1,397
Sponsorship, Training and Stakeholder Engagement		209		51		179		439
Other		164		—		25		189
	$	8,417	$	837	$	987	$	10,241


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the six months ended June 30, 2023	Contract		Agreement		Contract		Total
Environmental Studies	$	4,527	$	—	$	—	$	4,527
Exploration Labor		2,245		86		269		2,600
Share-Based Compensation (Note 9)		2,088		69		215		2,372
Mining, Technological and Process Development		2,987		—		302		3,289
Prefeasibility Studies		805		—		—		805
Sponsorship, Training and Stakeholder Engagement		903		121		459		1,483
Other		191		—		—		191
	$	13,746	$	276	$	1,245	$	15,267


	NORI		Marawa		TOML
	Exploration		Option		Exploration
For the six months ended June 30, 2022	Contract		Agreement		Contract		Total
Environmental Studies	$	5,174	$	—	$	—	$	5,174
Exploration Labor		1,609		374		362		2,345
Share-Based Compensation (Note 9)		4,020		893		899		5,812
Mining, Technological and Process Development		490		42		41		573
PMTS		2,235		268		268		2,771
Sponsorship, Training and Stakeholder Engagement		354		86		221		661
Other		295		5		42		342
	$	14,177	$	1,668	$	1,833	$	17,678

Segmented Information

6 Months Ended

Jun. 30, 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Nature of Operations (Details)	Jun. 30, 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

Commitments and Contingent Liabilities (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

12 Months Ended

60 Months Ended

Dec. 23, 2022

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

^[1]

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2021

Commitments and Contingent Liabilities

Exploration and evaluation expenses

$ 8,098

$ 10,241

$ 15,267

$ 17,678

Nauru Ocean Resources Inc

Commitments and Contingent Liabilities

Spending committed

$ 25,000

Marawa Research and Exploration Limited

Commitments and Contingent Liabilities

Exploration and evaluation expenses

$ 2,000

$ 3,000

Commitments plan submission period (in years)

5 years

Tonga Off shore Mining Limited

Commitments and Contingent Liabilities

Commitments plan submission period (in years)

5 years

Maximum estimated expenditure for five year period

$ 44,000

[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.

Share-Based Compensation

6 Months Ended

Jun. 30, 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 June 30, 2023, is 44,372,170 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 June 30, 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 exercised or granted during the three and six months ended June 30, 2023.

During the three and six months ended June 30, 2023, the Company recognized $0.1 million and $0.3 million, respectively (three and six months ended June 30, 2022 - $3.6 million and $7.4 million, respectively), of share-based compensation expense for stock options in the statement of loss and comprehensive loss. For the three and six months ended June 30, 2023, a total of $56 thousand and $138 thousand, respectively, of this share-based compensation expense recognized was related to exploration and evaluation activities (three and six months ended June 30, 2022 - $1.9 million and $3.9 million, respectively). The amount of this share-based compensation expense recognized related to general and administration matters for three and six months ended June 30, 2023 was $60 thousand and $176 thousand, respectively (three and six months ended June 30, 2022 - $1.7 million and $3.5 million, respectively).

Restricted Share Units

The details of restricted share units (“RSUs”) granted during the three and six months ended June 30, 2023 are described below.


	Three months		Six months
	ended June 30,		ended June 30,
Vesting Period	2023	2022	2023	2022
Vesting immediately⁽¹⁾⁽²⁾	—	255,749	3,237,710	1,713,153
Vesting fully on the anniversary of the grant date⁽³⁾	1,014,349	476,189	1,014,349	476,189
Vesting in thirds on each anniversary of the grant date⁽⁴⁾	—	—	8,683,486	369,394
Vesting in fourths on each anniversary of the grant date	—	—	343,750	527,800

(1)

Of the 3,237,710 units vesting immediately granted during the first quarter of 2023, 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)

Of the 3,237,710 units vesting immediately granted during the first quarter of 2023, 23,438 units granted to consultants, (three and six months ended June 30, 2022: 255,749 units and 640,581 units, respectively) resulting in $23 thousand (three and six months ended June 30, 2022: $0.6 million and $1.2 million, respectively) charged to professional and consulting fees under general and administration expenses. The Company also granted 15,625 immediately vesting units to consultants during the first quarter of 2023 as a prepayment for the services (three and six months ended June 30, 2022: nil). The amortization of the prepayment amounting to $15 thousand was recorded in second quarter of 2023 as professional and consulting fees under general and administration expenses (three and six months ended June 30, 2022: nil).

(3)

During the three and six months ended June 30, 2023, an aggregate of 1,014,349 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which vest upon the Company’s 2024 annual shareholders meeting. The total fair value of units granted as annual grants to the non-employee directors amounted to $700,000.

(4)

During the three and six months ended June 30, 2023, the Company granted nil and 8,645,465 units, respectively, 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.

During the three and six months ended June 30, 2023, a total of $2.4 million and $4.0 million, respectively (three and six months ended June 30, 2022 - $2.1 million and $4.0 million, respectively), was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs. For the three and six months ended June 30, 2023, a total of $1.4 million and $2.3 million, respectively, of this share-based compensation expense recognized was related to exploration and evaluation activities (three and six months ended June 30, 2022 - $1 million and $1.9 million respectively). The amount of this share-based compensation expense recognized related to general and administration matters for three and six months ended June 30, 2023 was $1 million and $1.7 million, respectively (three and six months ended June 30, 2022 - $1.1 million and $2.1 million, respectively). As at June 30, 2023, total unrecognized share-based compensation expense for RSUs was $11.5 million (December 31, 2022 - $6.1 million).

As at June 30, 2023, an aggregate of 551,075 vested units were outstanding and due to be converted into common shares.

Employee Share Purchase Plan

As of June 30, 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 201,501 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 three and six months ended June 30, 2023, a total of $28 thousand and $47 thousand, respectively, was charged to the condensed consolidated statement of loss and comprehensive loss (for three and six months ended June 30, 2022: $23 thousand) as share-based compensation expense for ESPP issuances. For the three and six months ended June 30, 2023, a total of $19 thousand and $26 thousand, respectively, of this recognized share-based compensation expense was related to exploration and evaluation activities (three and six months ended June 30, 2022 - $8 thousand). The amount of this share-based compensation expense related to general and administration matters for three and six months ended June 30, 2023 was $9 thousand and $21 thousand, respectively (three and six months ended June 30, 2022 - $15 thousand). On May 31, 2023, the Company issued 83,572 common shares to its employees, thereby converting employee payroll contributions over the previous six months into shares, as prescribed in its ESPP program (in the three and six months ended June 30, 2022, 42,426 common shares were issued).

Subsequent Events (Details) - Subsequent event - USD ($) $ / shares in Units, $ in Thousands	Aug. 14, 2023	Aug. 01, 2023
Direct offering
Subsequent Events
Gross proceeds	$ 11,000
Net proceeds	$ 25,900
Direct offering \| Class A Warrant
Subsequent Events
Number of shares issued	6,730,770
Additional number of shares issued	2,750,000
Gross proceeds	$ 26,900
Common Shares \| Allseas \| Exclusive Vessel Use Agreement
Subsequent Events
Shares issued for services received		$ 4,150
Common Shares \| Direct offering
Subsequent Events
Number of shares issued	13,461,540
Additional number of shares issued	5,500,000
Shares issued price per share	$ 3.00

Warrants - Fair value measurements assumptions (Details) - Private Warrants - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Class of Warrant or Right:
Exercise price	$ 11.50	$ 11.50
Share price	$ 1.63	$ 0.77
Volatility	80.83%	88.05%
Term (years)	3 years 2 months 8 days	3 years 8 months 8 days
Risk-free rate	4.33%	4.04%
Dividend yield	0.00%	0.00%

Use of Estimates

6 Months Ended

Jun. 30, 2023

Use of Estimates

Use of Estimates

3.Use of Estimates

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events

Subsequent Events

15.Subsequent Events

On August 14, 2023, the Company entered into a securities purchase agreement for a registered direct offering of 13,461,540 common shares and the issuance of Class A warrants to purchase 6,730,770 common shares for expected gross proceeds received of approximately $26.9 million and expected net proceeds received of approximately $25.9 million, after deducting underwriting discounts and commissions and other offering expenses payable. In addition, certain investors may purchase up to an aggregate of 5,500,000 additional common shares and accompanying Class A warrants to purchase up to an aggregate of 2,750,000 additional common shares upon notice to the Company on or before September 15, 2023, if the closing price of the common shares on the trading day before such investor’s notice is $3.00 or less for an aggregate of up to an additional $11 million.

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the Hidden Gem to the Company in support of the development of the Project Zero Offshore System until the system is completed or December 31, 2026, whichever is earlier. In consideration of the exclusivity term, the Company will issue 4.15 million common shares to Allseas.

Warrants - Fair value of warrant liabilities (Details) - Private Warrants $ in Thousands	6 Months Ended
	Jun. 30, 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	1,331
Warrants liability as at June 30, 2023	$ 2,314

Commitments and Contingent Liabilities

6 Months Ended

Jun. 30, 2023

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

13.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 with its various vendors. The cost of the estimated work plan for 2024 onwards is dependent 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 Option Agreement and Services Agreement

Through DGE’s Marawa Option Agreement and separate 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 for a five-year plan and is subject to regular periodic reviews. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. The Company expects to collaborate with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is unclear. Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.

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. On December 23, 2022, the ISA accepted TOML’s proposed program of activities for the 2022-2026 five-year period, which included an estimated five-year expenditure of up to $44 million. The five-year estimated expenditure is indicative and subject to change, TOML will review the program regularly and TOML will inform the ISA of any changes through its annual reports.

Contingent Liability

On October 28, 2021, a shareholder filed a putative class action against the Company, one of our executives and a former director in federal district court for the Eastern District of New York, captioned 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 Exchange Act of 1934 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 our 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. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations. The Plaintiff is seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and have filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On September 26, 2022, the motion to dismiss was fully briefed and on July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling. There is no assurance, however, that the Company or the other defendants 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 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 private placement from the Business Combination filed a lawsuit against the Company 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 Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company 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 the amended complaint on July 28, 2023. There is no assurance, however, that the Company 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 the Company may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated.

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Compensation

Summary of the RSU activity


	Three months		Six months
	ended June 30,		ended June 30,
Vesting Period	2023	2022	2023	2022
Vesting immediately⁽¹⁾⁽²⁾	—	255,749	3,237,710	1,713,153
Vesting fully on the anniversary of the grant date⁽³⁾	1,014,349	476,189	1,014,349	476,189
Vesting in thirds on each anniversary of the grant date⁽⁴⁾	—	—	8,683,486	369,394
Vesting in fourths on each anniversary of the grant date	—	—	343,750	527,800

(1)

(2)

(3)

(4)

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
Exercise of stock options (Note 9)	$ 22	(10)			12
Exercise of stock options (Note 9) (in shares)	18,461
Conversion of restricted share units, net of shares withheld for taxes (Note 9)	$ 2,917	(2,995)			(78)
Conversion of restricted share units, net of shares withheld for taxes (Note 9) (in shares)	1,665,075
Share purchase under Employee Share Purchase Plan (Note 9)	$ 66	(10)			56
Share purchase under Employee Share Purchase Plan (Note 9) (in shares)	42,426
Share-based compensation (Note 9)		14,429			14,429
Loss for the period				(33,501)	(33,501)
Balance at Jun. 30, 2022	$ 299,056	113,487	(1,216)	(337,658)	73,669
Balance (in Shares) at Jun. 30, 2022	227,158,455
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
Exercise of stock options (Note 9)	$ 22	(10)			12
Exercise of stock options (Note 9) (in shares)	18,461
Conversion of restricted share units, net of shares withheld for taxes (Note 9)	$ 705	(705)
Conversion of restricted share units, net of shares withheld for taxes (Note 9) (in shares)	316,725
Share purchase under Employee Share Purchase Plan (Note 9)	$ 66	(10)			56
Share purchase under Employee Share Purchase Plan (Note 9) (in shares)	42,426
Share-based compensation (Note 9)		6,305			6,305
Expenses to be settled in share-based payments		(45)			(45)
Loss for the period				(12,384)	(12,384)
Balance at Jun. 30, 2022	$ 299,056	113,487	(1,216)	(337,658)	73,669
Balance (in Shares) at Jun. 30, 2022	227,158,455
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, net of shares withheld for taxes (Note 9)	$ 3,405	(3,375)			30
Conversion of restricted share units, net of shares withheld for taxes (Note 9) (in shares)	3,390,712
Shares issued to Allseas (Note 6)	$ 9,394				9,394
Shares issued to Allseas (in shares)	10,850,000
Share purchase under Employee Share Purchase Plan (Note 9)	$ 94	(45)			49
Share purchase under Employee Share Purchase Plan (Note 9) (in shares)	83,572
Share-based compensation (Note 9)		4,307			4,307
Expenses settled with share-based payments		2,875			2,875
Loss for the period				(14,105)	(14,105)
Balance at Jun. 30, 2023	$ 345,775	188,722	(1,216)	(489,226)	44,055
Balance (in Shares) at Jun. 30, 2023	281,136,415
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
Conversion of restricted share units, net of shares withheld for taxes (Note 9)	$ 591	(561)			30
Conversion of restricted share units, net of shares withheld for taxes (Note 9) (in shares)	434,558
Share purchase under Employee Share Purchase Plan (Note 9)	$ 94	(45)			49
Share purchase under Employee Share Purchase Plan (Note 9) (in shares)	83,572
Share-based compensation (Note 9)		2,532			2,532
Loss for the period				(14,107)	(14,107)
Balance at Jun. 30, 2023	$ 345,775	$ 188,722	$ (1,216)	$ (489,226)	$ 44,055
Balance (in Shares) at Jun. 30, 2023	281,136,415

Warrants (Tables)

6 Months Ended

Jun. 30, 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		1,331
Warrants liability as at June 30, 2023	$	2,314

Schedule of provides quantitative information regarding Level 3 fair value measurements


	June 30,			December 31,
	2023			2022
Exercise price	$	11.50		$	11.50
Share price	$	1.63		$	0.77
Volatility		80.83	%		88.05	%
Term (years)		3.19			3.69
Risk-free rate		4.33	%		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

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 11, 2023
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 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		292,921,670
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Common shares, par value	$ 0	$ 0
Common shares, issued	281,136,415	266,812,131

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

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Schedule Of Break Down Of Exploration Expenses [Line Items]

Environmental Studies

$ 1,909

$ 3,868

$ 4,527

$ 5,174

Exploration Labor

1,344

1,179

2,600

2,345

Share-Based Compensation (Note 9)

1,435

2,912

2,372

5,812

Mining, Technological and Process Development

2,166

257

3,289

573

PMTS

1,397

2,771

Prefeasibility Studies

421

805

Sponsorship, Training and Stakeholder Engagement

756

439

1,483

661

Other

189

191

342

Exploration and evaluation expenses

8,098

10,241

15,267

17,678

^[1]

NORI Exploration Contract

Schedule Of Break Down Of Exploration Expenses [Line Items]

Environmental Studies

1,909

3,868

4,527

5,174

Exploration Labor

1,167

823

2,245

1,609

Share-Based Compensation (Note 9)

1,260

2,027

2,088

4,020

Mining, Technological and Process Development

1,969

201

2,987

490

PMTS

1,125

2,235

Prefeasibility Studies

421

805

Sponsorship, Training and Stakeholder Engagement

489

209

903

354

Other

164

191

295

Exploration and evaluation expenses

7,282

8,417

13,746

14,177

Marawa Option Agreement

Schedule Of Break Down Of Exploration Expenses [Line Items]

Exploration Labor

175

374

Share-Based Compensation (Note 9)

441

893

Mining, Technological and Process Development

PMTS

136

268

Sponsorship, Training and Stakeholder Engagement

121

Other

Exploration and evaluation expenses

129

837

276

1,668

TOML Exploration Contract

Schedule Of Break Down Of Exploration Expenses [Line Items]

Exploration Labor

136

181

269

362

Share-Based Compensation (Note 9)

132

444

215

899

Mining, Technological and Process Development

197

302

PMTS

136

268

Sponsorship, Training and Stakeholder Engagement

222

179

459

221

Other

Exploration and evaluation expenses

$ 687

$ 987

$ 1,245

$ 1,833

[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.

Credit Facility with Allseas Affiliate

6 Months Ended

Jun. 30, 2023

Credit Facility with Allseas Affiliate

Credit Facility with Allseas Affiliate

11.Credit Facility with Allseas Affiliate

On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“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. On July 31, 2023, the maturity date of this Credit Facility was extended to November 30, 2024. The Credit Facility also contains customary events of default.

During the three and six months ended June 30, 2023, the Company had not drawn any amount from the Credit Facility and has incurred $0.3 million 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details