Core Viewpoint - TMC the metals company Inc. has appointed Michael Hess and Alex Spiro to its Board of Directors to advance its plans for commercial recovery of polymetallic nodules in international waters under U.S. regulations [1][4]. Group 1: Appointments and Expertise - Michael Hess brings over 15 years of experience in evaluating, financing, and developing energy infrastructure, having co-founded the Bison Companies and currently serving as Chief Investment Officer of Hess Capital [2][5]. - Alex Spiro, a well-known litigator and investor, has extensive experience in corporate governance, public markets, and regulatory affairs, advising major corporations on high-priority issues [3][5]. - The appointments are seen as strategic moves to strengthen TMC's Board as the company focuses on its U.S. strategy and accelerates progress toward commercial recovery of polymetallic nodules [5]. Group 2: Strategic Importance - TMC aims to unlock a multi-generational domestic supply of critical metals essential for energy, defense, manufacturing, and infrastructure, aligning with America's strategic interests [3][4]. - The company is responding to a new Executive Order that designates seabed minerals as critical to U.S. national, economic, and energy security, which also authorizes the expediting of the permitting process [4][5].

Core Viewpoint - TMC the metals company Inc. has announced a strategic investment of approximately $85.2 million from Korea Zinc, aimed at enhancing the supply chain for critical metals in the United States, particularly in the context of energy, defense, manufacturing, and infrastructure [1][4][6]. Investment Details - Korea Zinc will purchase 19.6 million common shares at $4.34 per share and will receive a three-year warrant for an additional 6.9 million shares at an exercise price of $7.00 per share [2][5]. - Upon closing, Korea Zinc will hold approximately 5% of TMC's outstanding common shares, making it one of the largest strategic shareholders [2][5]. Strategic Partnership - The partnership is expected to facilitate the establishment of processing and refining capabilities in the U.S., leveraging Korea Zinc's expertise in non-ferrous metal refining and precursor Cathode Active Material (pCAM) technology [3][5]. - Korea Zinc's R&D team is currently evaluating nodule material from TMC to validate processing pathways and explore potential synergies [3][5]. Market Position and Future Outlook - The investment positions TMC to potentially meet U.S. demand for refined nickel, cobalt, and manganese while bypassing the Chinese supply chain [4][6]. - TMC is preparing to release a pre-feasibility study (PFS) in the third quarter of 2025, which is expected to outline the commercial recovery permit application process [6]. Company Background - TMC focuses on lower-impact critical metals sourced from seafloor polymetallic nodules, aiming to supply metals with net positive environmental impacts compared to conventional production methods [7]. - Korea Zinc is a leading non-ferrous metal smelting company, processing over 1.2 million tons of various metals annually, and is committed to building a sustainable and resilient supply chain [8].

Core Points - The Government of Nauru and TMC have signed a revised Sponsorship Agreement, updating the terms from 2017, which ensures continued financial benefits and support for community programs in Nauru [1][2][5] - Nauru aims to enhance its economic stability through responsible deep-sea mineral development, guided by scientific research and ecological safeguards [6][7] - The partnership between Nauru and TMC is positioned as a model for other developing states in the deep-sea mining industry, emphasizing sustainable practices and community benefits [3][4][7] Group 1 - The revised Agreement guarantees that Nauru will continue to receive existing financial benefits and community support while ensuring continuity benefits upon the commencement of commercial production by NORI or TMC [2][5] - Nauru has taken a leading role in the deep-sea mining industry, having conducted 22 offshore research campaigns and developed a comprehensive dataset on deep-sea environmental information [3][5] - The President of Nauru highlighted the importance of science-based solutions for climate change and the need for small island nations to participate in the energy transition [3][4] Group 2 - The Agreement stipulates that the majority of financial benefits will be directed into Nauru's Intergenerational Trust Fund to enhance long-term economic resilience [6] - TMC's Chairman emphasized the importance of a science- and rules-based approach to deep-seabed mineral development, which has shaped the trajectory of the industry [7] - Nauru remains committed to working with the International Seabed Authority (ISA) and acknowledges the delays in adopting Exploitation Regulations that have affected NORI's commercial plans [5][6]

Core Viewpoint - TMC The Metals Company experienced a significant stock surge of 22.7% following increased visibility from a Wall Street Journal article discussing an executive order that allows mining companies to extract critical metals from the sea floor [1][2]. Company Overview - TMC was founded in 2011 and is focused on deep-sea mining opportunities off the coast of California [4]. - The company has raised $37 million in equity at $3 per share from a strategic investor, which is expected to fund operations through the potential issuance of mining permits [4]. - TMC's current market capitalization is approximately $2 billion, despite not generating any revenue and incurring losses while raising capital [6]. Industry Insights - A 2024 analysis by consulting firm Arthur D. Little estimated the global worth of undersea metals at $20 trillion [3]. - The executive order allowing for undersea mining was issued despite objections from the International Seabed Authority, with studies indicating that the environmental impact may not be as severe as previously thought [3]. Investment Considerations - TMC is viewed as a speculative investment opportunity, particularly for investors interested in high-risk, high-reward scenarios, given its early mover advantage in the undersea mining sector [7]. - The company has invested over $500 million and spent more than a decade preparing for this opportunity, indicating a strong commitment to the sector [5].

Financial Highlights - TMC secured a $37 million Registered Direct Offering (RDO) to fund operations beyond potential commercial recovery permit issuance[5, 6] - TMC's liquidity, including cash and borrowing capacity, was $44 million as of March 31, 2025, and $81 million pro forma for the RDO[101] - In Q1 2025, Exploration and evaluation expenses were $9.5 million, compared to $18.1 million in Q1 2024[108] - Net loss for Q1 2025 was $20.6 million, a decrease from $25.2 million in Q1 2024[108] Regulatory and Operational Updates - TMC USA filed the world's first commercial recovery permit application and two exploration license applications under existing U S seabed mining code[10] - NOAA is reviewing TMC USA applications under the Deep Seabed Hard Mineral Resources Act (DSHMRA)[14] - President Trump's Executive Order of April 24, 2025, supports America's leadership in the offshore minerals industry and directs expedited permitting under DSHMRA[19] Resource and Environmental Considerations - TMC USA's application area contains 1635 billion wet tonnes of nodule resource, including 155 Mt of Nickel, 128 Mt of Copper, 20 Mt of Cobalt and 345 Mt of Manganese[14] - The company's Environmental Impact Statement (EIS) addresses six primary concerns, with encouraging results on seafloor plumes, midwater plumes, noise, biodiversity loss, carbon disturbance, and habitat destruction[83, 84, 85, 87, 92, 93] - Nodule collection in the CCZ could change the habitat of 018% of the seafloor at most, with life returning to the test area after one year[93] Strategic Positioning - Polymetallic nodules contain four critical metals, with contained value percentages of 28% Nickel, 11% Copper, 43% Manganese, and 18% Cobalt[36] - Access to a billion tonnes of nodules could supply 456 years of U S Manganese consumption, 165 years of Cobalt, 81 years of Nickel, and 4 years of Copper[49, 50]

Financial Data and Key Metrics Changes - The company reported a net loss of approximately $20.6 million or $0.06 per share in Q1 2025, compared to a net loss of $25.2 million or $0.08 per share for the same period in 2024, indicating an improvement in financial performance [37] - Exploration and evaluation expenses decreased to $9.5 million in Q1 2025 from $18.1 million in 2024, attributed to lower mining and technological costs [37] - General and administrative expenses increased to $8.5 million in Q1 2025 from $6.6 million in 2024, primarily due to higher share-based compensation [37] Business Line Data and Key Metrics Changes - The company achieved significant milestones in its applications for exploration licenses and a commercial recovery permit, which are expected to be deemed substantially compliant and complete by NOAA [9][10] - The company is preparing for commercial production and expects to release its Pre-Feasibility Study (PFS) in Q3 2025, which will provide clarity on resource valuation beyond the current focus area [11][32] Market Data and Key Metrics Changes - The company estimates that its exploration license areas contain over 1.6 billion tons of nodules, with an additional 500 million tons of exploration upside, representing critical minerals essential for various industries [13] - The demand for metals contained in nodules is expected to grow significantly, particularly for nickel and manganese, which are critical for EV battery production [20][21] Company Strategy and Development Direction - The company aims to establish a clear regulatory pathway for deep-sea mining in the U.S., which is seen as crucial for unlocking the potential of seabed minerals [5][12] - The company is exploring alternative financing sources and partnerships to support its commercial production strategy, emphasizing a capital-light approach [10][34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the regulatory environment, noting that NOAA has committed to expediting the review of applications, which is expected to facilitate timely commercial operations [16] - The company believes that the recent executive order from the U.S. government will enhance its position in the deep-sea mining industry and support its strategic goals [14][15] Other Important Information - The company completed a $37 million registered direct offering to strengthen its cash balance and support ongoing operations [6][39] - The company has engaged in extensive dialogue with U.S. government agencies to explore financing opportunities and support for its initiatives [69] Q&A Session Summary Question: Can you provide more details on the exploration ground applied for? - Management confirmed that the additional area applied for is complementary to existing concessions and is not claimed by any other sovereign [44][46] Question: What is the expected timeline for the application review process? - Management indicated that they expect to receive feedback from NOAA soon and are in regular contact with the authority [50][51] Question: Are there plans to process nodules in the U.S.? - Management is exploring processing opportunities in the U.S. and has engaged with potential partners, emphasizing the importance of bringing jobs and economic activity back to the U.S. [58][60] Question: How will overlapping licenses work with ISA? - Management clarified that they are applying only under U.S. regulations and will not apply to ISA for a collection license, maintaining compliance with existing exploration contracts [76][80] Question: Will there be issues selling metals to ISA member states? - Management does not foresee any issues with potential customers purchasing metals, emphasizing the growing demand for these resources [82]

Financial Data and Key Metrics Changes - TMC reported a net loss of approximately $20.6 million or $0.06 per share in Q1 2025, compared to a net loss of $25.2 million or $0.08 per share for the same period in 2024 [37] - Exploration and evaluation expenses for Q1 2025 were $9.5 million, down from $18.1 million in 2024, attributed to lower mining and technological costs [37] - General and administrative expenses increased to $8.5 million in Q1 2025 from $6.6 million in the comparative quarter due to higher share-based compensation [37] - Net cash used in operating activities was $9.3 million in Q1 2025, compared to $11.8 million in 2024, reflecting reduced cash outflows [38] - TMC's liquidity, including cash and borrowing capacity, stood at about $44 million as of March 31, 2025, or $81 million pro forma after a recent direct offering [38] Business Line Data and Key Metrics Changes - The company achieved significant milestones in regulatory applications, including the submission of the world's first application for a commercial recovery permit for deep-sea minerals [11][12] - The company expects to complete its Pre-Feasibility Study (PFS) for the commercial recovery area in the next quarter, which will provide new assumptions based on the U.S. permitting strategy [11][31] Market Data and Key Metrics Changes - The U.S. government has shown increased support for deep-sea mining, with recent executive orders aimed at expediting the permitting process and enhancing domestic supply chains for critical minerals [14][17] - The company estimates that its exploration license areas contain over 1.6 billion tons of nodules, with significant quantities of nickel, copper, cobalt, and manganese, which are critical for various industries [13] Company Strategy and Development Direction - TMC is focused on establishing a clear regulatory pathway for deep-sea mining, which is expected to enhance shareholder value and attract investment [5][15] - The company plans to explore alternative financing sources, including U.S. government departments and strategic partners, to prepare for commercial production [10] - TMC aims to maintain a capital-light approach by leveraging partnerships with existing facilities and minimizing upfront capital expenditures [30][34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the regulatory clarity achieved and the potential for significant job creation and economic impact from deep-sea mining [14][19] - The company is encouraged by the level of professionalism and urgency from U.S. agencies regarding the permitting process, which is expected to facilitate timely commercial operations [16][17] - Management highlighted the importance of the U.S. leading in deep-sea mining to secure critical mineral supply chains and reduce reliance on foreign sources [19][24] Other Important Information - TMC has engaged in extensive consultations with NOAA and other U.S. agencies to ensure compliance with regulatory requirements and expedite the review process [12][16] - The company has a strong commitment to environmental research and has invested over $200 million in cumulative environmental spending [30] Q&A Session Summary Question: Can you provide more details on the exploration ground and its potential? - Management confirmed that the additional area applied for is complementary to existing concessions and is not claimed by any other sovereign [45][49] Question: What is the expected timeline for the application review process? - Management indicated that they expect to receive feedback from NOAA soon and are in regular contact with the authority [52][53] Question: Are there plans to go downstream in processing? - Management acknowledged the potential for downstream processing and is exploring partnerships while ensuring capital-light operations [59][62] Question: What funding opportunities are being pursued with the U.S. government? - Management is exploring various financial assistance options, including loans and grants, as part of a comprehensive approach to funding [70][71] Question: How will overlapping licenses work with ISA? - Management clarified that TMC is applying only under U.S. regulations and will not apply to ISA for a collection license [76][82] Question: Will there be issues selling metals to ISA member states? - Management does not foresee any issues with potential customers purchasing metals, emphasizing the growing demand for these resources [83]

Exploration and Permitting - The company submitted applications for two exploration licenses and one commercial recovery permit covering a total area of 199,895 square kilometers, estimated to hold approximately 1.635 billion wet tonnes of mineral resources, including 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt, and 345 million tonnes of manganese [98][99][109]. - An Executive Order was signed to expedite permitting under the DSHMRA, aiming to create a robust domestic supply for critical minerals derived from seabed resources [110]. - The company has submitted three applications to NOAA, including two for exploration licenses and one for a commercial recovery permit, which are currently under review [118][121]. - NOAA has issued exploration licenses over four areas, with two currently active, but no commercial recovery permits have been issued to date [120][123]. - The company is currently analyzing the complex regulatory system under DSHMRA, which may impact its development plans [208]. - The company has submitted applications to NOAA for commercial recovery permits, which are currently under review and may face delays [207]. Financial Performance - The company reported a net loss of approximately $20.6 million for the three months ended March 31, 2025, a decrease of 18% compared to a net loss of $25.2 million in the same period of 2024 [132][144]. - Exploration and evaluation expenses decreased to $9.5 million in Q1 2025 from $18.1 million in Q1 2024, primarily due to reduced costs in mining and technological development [143][145]. - General and administrative expenses increased to $8.5 million in Q1 2025 from $6.6 million in Q1 2024, mainly due to a rise in share-based compensation [143][146]. - The company has an accumulated deficit of approximately $652.0 million from inception through March 31, 2025 [132]. - The change in fair value of warrants liability increased by 48% during the three months ended March 31, 2025, reflecting a rise in the price of public warrants and the company's shares [143][147]. - The company has not yet generated any revenue from its operations and is in the exploration stage, with significant expenses and operating losses expected for the foreseeable future [151][152]. Financing Activities - The company entered into a credit facility amendment increasing the borrowing limit to $44 million and extending the maturity to June 30, 2026 [105]. - The company announced a registered direct offering for $37 million, selling 12,333,333 common shares at $3.00 per share, with accompanying Class C warrants [112]. - The company sold 3,251,590 Common Shares for gross proceeds of $4.9 million in 2024 under the At-the-Market Equity Distribution Agreement [156]. - On November 14, 2024, the company entered into a securities purchase agreement for the sale of 17,500,000 common shares at $1.00 per share, receiving gross proceeds of $14.9 million [163]. - The company expects to incur significant expenses as it advances its application for exploration licenses and a commercial recovery permit [152]. - The company is seeking additional financing to fund ongoing operations, which may include public or private equity, debt financings, or other sources [153]. - The company has received gross proceeds of $15.9 million from a Registered Direct Offering as of December 31, 2023 [158]. - The company may receive up to approximately $314 million in aggregate gross proceeds from the exercise of various warrants, although there is no assurance that these will be exercised [165]. Operational Developments - In Q1 2025, PAMCO successfully processed 450 tonnes of calcine into 35 tonnes of NiCuCo alloy and 320 tonnes of Mn silicate products, demonstrating the processing capabilities at scale [104]. - The company is focused on developing a commercial offshore nodule collection system and assessing environmental impacts as part of its strategy to initiate commercial production [103]. - The company maintains two ISA exploration contracts in the CCZ while pursuing commercial production through the U.S. regulatory pathway under DSHMRA [101]. - Rutger Bosland joined the company as Chief Innovation and Offshore Technology Officer to lead offshore innovation and scale technologies for commercial production [114]. - The Environmental Impact Statement (EIS) and Pre-Feasibility Study (PFS) are ongoing, with completion expected in the third quarter of 2025 [115]. - The company is working towards a definitive tolling agreement with Allseas in 2025, subject to successful evaluation study outcomes [102]. - The pilot nodule collection system developed by Allseas is expected to have a targeted production capacity of up to 3.0 million tonnes of wet nodules per year [178]. - As of March 31, 2025, the company has made payments totaling $10 million in cash and $10 million in shares to Allseas under the Pilot Mining Test Agreement [179]. Regulatory and Market Risks - The company is evaluating U.S.-based vessel and processing options to comply with DSHMRA requirements, while also working with supply chains in Japan and South Korea [125]. - The company anticipates additional U.S. laws and regulations will apply as development progresses and is analyzing their potential impact on operations [126]. - The company is exposed to various market risks, including interest rate, inflation, and foreign currency translation risks [203]. - The company has not yet commenced commercial production, which may expose it to commodity risks in the future [209]. - The company is pursuing a low-capital expenditure approach for the NORI Area D project, reusing existing production assets [196]. - The company plans to advance its commercial production strategy under the U.S.-based DSHMRA regime [196].

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 12, 2025, between TMC the metals company Inc., a company existing under the laws of the Province of British Columbia (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the effective Regi ...

Core Insights - TMC the metals company Inc. reported significant advancements in the deep-sea critical minerals industry, highlighted by the submission of the first-ever application for a commercial recovery permit under U.S. law, marking a pivotal moment for the company and the industry as a whole [4][9] - The company announced a strategic investment of $37 million through a registered direct offering, aimed at advancing its deep-sea mineral development initiatives [8] - TMC's financial results for Q1 2025 showed a net loss of $20.6 million, an improvement from the previous year's loss, alongside a decrease in exploration and evaluation expenses [16][17] Financial Highlights - Total liquidity as of March 31, 2025, was approximately $43.8 million, including cash of $2.3 million [7] - The company reported a net loss of $20.6 million for Q1 2025, compared to a net loss of $25.1 million for the same period in 2024 [16] - Exploration and evaluation expenses decreased to $9.5 million in Q1 2025 from $18.1 million in Q1 2024, attributed to reduced environmental study costs [16] Operational Highlights - TMC USA submitted applications for a commercial recovery permit and two exploration licenses covering a total area of 25,160 square kilometers, with estimated resources of 1.635 billion wet tonnes of polymetallic nodules [9] - The company welcomed Rutger Bosland as Chief Innovation and Offshore Technology Officer to lead offshore innovation and scale technologies for commercial production [10] - A partnership with PAMCO achieved a processing milestone, successfully smelting 450 tonnes of calcine into critical alloy products [11] Industry Developments - The signing of an Executive Order by President Trump aimed at expediting the permitting process for seabed mining, which is expected to bolster domestic supply chains for critical minerals [12][13] - TMC CEO Gerard Barron testified before the U.S. House Natural Resources Subcommittee, emphasizing the importance of deep-sea minerals for U.S. industrial future and national security [14]