Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39281 TMC THE METALS COMPANY INC. (Exact name of registrant as specified in its charter) British Columbia, Canada ...

metals company Q1 2022 Update: Unlocking the World's Largest Estimated Undeveloped Source of Battery Metals. May 9, 2022 Forward looking statements. This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to future events, TMC the metals company Inc.'s (the "Company") future operations or financial performance, or the Company's plans, strategies and pro ...

Financial Data and Key Metrics Changes - For Q1 2022, the company reported a net loss of $21.1 million or $0.09 per share, compared to a net loss of $55.7 million or $0.29 per share for Q1 2021, indicating an improvement in financial performance [43] - The net operating loss for Q1 2022 was $15.9 million, primarily driven by non-cash share-based compensation of $5.7 million and $1.3 million for the pilot mining test system [43] - Exploration expenses decreased to $7.3 million in Q1 2022 from $38.1 million in Q1 2021, reflecting reduced offshore campaign spending [44] - General and administrative expenses were $8.6 million in Q1 2022, down from $17.4 million in Q1 2021, due to a reduction in share-based compensation [45] Business Line Data and Key Metrics Changes - The company is developing the NORI-D project, which is estimated to contain 356 million tons of wet nodules, representing 22% of the total estimated resource [13] - NORI-D is expected to produce up to 125,000 tons of nickel annually, which would account for approximately 10% of current global production of Class 1 nickel [13] Market Data and Key Metrics Changes - The recent rally in metal prices has significantly increased the expected net present value (NPV) for the NORI-D project to approximately $22 billion, up from an initial assessment of $6.8 billion [9][42] - Nickel prices have increased by 45% in 2022, highlighting the growing demand and supply constraints in the market [41] Company Strategy and Development Direction - The company aims to develop the largest estimated potential source of battery metals, which could electrify 280 million electric vehicles [7] - The strategy includes a capital-light approach to production, with Project Zero expected to reduce preproduction costs significantly [16] - The company is focused on sustainability, with lower ESG impacts compared to land-based mining, and aims to leverage its unique resource position to meet the growing demand for battery metals [8][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in overcoming supply chain risks and highlighted the importance of strategic partnerships in achieving project milestones [66] - The company anticipates that the exploitation regime will be finalized by July 2023, keeping it on track for commercial production in Q4 2024 [36] - Management believes that the current market cap represents less than 1% of the fundamental value of the estimated resource, indicating a strong investment opportunity [49] Other Important Information - The company has a cash balance of $69 million as of March 31, which is expected to fund operations and capital expenditures for at least the next 12 months [39] - The company has engaged SINTEF to analyze its manganese silicate product, which shows significant advantages over conventional land-based manganese ores [21] Q&A Session Summary Question: Were there any surprises with the equipment during deep-sea trials? - Management reported no significant surprises, with minor operational adjustments needed, indicating successful testing of the equipment [52] Question: Can you provide insight on capital spending over the next couple of quarters? - The company expects preproduction capital expenditures of approximately $55 million for Project Zero, while managing costs amid inflation [53] Question: Do you foresee any potential headwinds looking into 2022 or 2023? - Management sees more tailwinds than headwinds, emphasizing the importance of securing supply chains for battery metals amid ongoing global challenges [66] Question: What is the status of the relationship with Glencore? - The company maintains a good relationship with Glencore, which has provided off-take agreements and support [71] Question: What is the confidence level regarding the ISA process and timeline for the exploitation contract? - Management remains confident that the ISA will adopt the exploitation code by July 2023, facilitating the application for the exploitation contract [73]

[Part I - Financial Information](index=5&type=section&id=Part%20I%20Financial%20Information) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2022, showing a net loss of **$21.1 million** and cash reserves of **$69.0 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 ($ thousands) | December 31, 2021 ($ thousands) | | :--- | :--- | :--- | | **Cash** | 69,048 | 84,873 | | **Total Assets** | 116,718 | 133,125 | | **Total Liabilities** | 36,993 | 40,374 | | **Total Equity** | 79,725 | 92,751 | Condensed Consolidated Statements of Loss (Unaudited) | Account | Three months ended March 31, 2022 ($ thousands) | Three months ended March 31, 2021 ($ thousands) | | :--- | :--- | :--- | | Exploration and evaluation expenses | 7,343 | 38,107 | | General and administrative expenses | 8,564 | 17,364 | | **Operating loss** | 15,907 | 55,471 | | **Loss and comprehensive loss** | 21,117 | 55,710 | | **Loss per share – Basic and diluted** | $0.09 | $0.29 | Condensed Consolidated Statements of Cash Flows (Unaudited) | Activity | Three months ended March 31, 2022 ($ thousands) | Three months ended March 31, 2021 ($ thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (15,529) | (10,060) | | Net cash used in investing activities | (210) | (2,190) | | Net cash (used in) provided by financing activities | (78) | 27,377 | | **(Decrease) increase in cash** | (15,817) | 15,127 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 financial condition and operations, highlighting a reduced net loss of **$21.1 million** and **$69.0 million** cash on hand [Overview and Recent Developments](index=18&type=section&id=Overview%20and%20Recent%20Developments) TMC focuses on deep-sea polymetallic nodule exploration, advancing collection systems with Allseas and exploring processing with Epsilon Carbon - The company focuses on collecting and processing **polymetallic nodules** from the Clarion Clipperton Zone (CCZ) for battery and critical metals[74](index=74&type=chunk)[75](index=75&type=chunk) - Key strategic alliances include **Allseas** for offshore collection and **Glencore** for 50% offtake rights on NORI's nickel and copper production[77](index=77&type=chunk) - A non-binding term sheet with **Allseas** aims to upgrade the pilot system to a commercial system with a target capacity of **1.3 Mtpa** of wet nodules by Q4 2024[83](index=83&type=chunk) - A non-binding MOU was signed with **Epsilon Carbon** to study a commercial processing plant in India[83](index=83&type=chunk) - The pilot collector vehicle successfully completed functional tests in the Port of Rotterdam and mobility trials in the North Sea[83](index=83&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Net loss for Q1 2022 decreased to **$21.1 million** from **$55.7 million** in Q1 2021, driven by reduced expenses and share-based compensation Comparison of Operating Results ($ in thousands) | Expense Category | Q1 2022 | Q1 2021 (Restated) | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Exploration and evaluation expenses | 7,343 | 38,107 | (30,764) | (81%) | | G&A expenses | 8,564 | 17,364 | (8,800) | (51%) | | **Total Loss** | **21,117** | **55,710** | **(34,593)** | **(62%)** | - Exploration and evaluation expenses decreased by **$30.8 million**, primarily due to reduced offshore campaign costs and share-based compensation[115](index=115&type=chunk) - General and administrative expenses decreased by **$8.8 million**, mainly from lower share-based compensation, partially offset by public company costs[116](index=116&type=chunk) - A **$5.2 million** charge was recorded for the change in fair value of warrants liability, driven by a **25%** increase in share price[117](index=117&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) The company held **$69.0 million** in cash as of March 31, 2022, with management believing it sufficient for the next twelve months, though future financing may be needed - The company held **$69.0 million** in cash as of March 31, 2022[118](index=118&type=chunk) - Management believes current cash is sufficient for at least the next twelve months, but additional financing may be required for future activities[120](index=120&type=chunk) Cash Flow Summary ($ in thousands) | Cash Flow Activity | Q1 2022 | Q1 2021 (Restated) | | :--- | :--- | :--- | | Net cash used in operating activities | (15,529) | (10,060) | | Net cash used in investing activities | (210) | (2,190) | | Net cash (used in) provided by financing activities | (78) | 27,377 | [Contractual Obligations and Commitments](index=25&type=section&id=Contractual%20Obligations%20and%20Commitments) The company has significant contractual obligations, including **$40 million** for NORI in 2022 and a **$10 million** payment to Allseas - NORI has an estimated work plan commitment of approximately **$40 million** for 2022 and **$25 million** for 2023[125](index=125&type=chunk) - The Marawa agreement requires spending of **AUD $1 million** in 2022, **AUD $3 million** in 2023, and **AUD $2 million** in 2024[126](index=126&type=chunk) - A **$10 million** payment was made to Allseas on April 25, 2022, with a final **$10 million** contingent on PMTS pilot trial completion[135](index=135&type=chunk) - The company has an offtake agreement with **Glencore** for **50%** of annual copper and nickel produced from the NORI Area[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks including interest rate, credit, foreign currency, and future commodity price fluctuations for key metals - The company's primary market risks include interest rate, credit, foreign currency, and commodity price fluctuations[152](index=152&type=chunk) - Foreign currency risk from CAD, AUD, and GBP transactions is minimized by holding USD cash and prompt payable settlement[156](index=156&type=chunk) - Commodity price risk for nickel, copper, manganese, and cobalt poses a significant future risk upon production commencement[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of March 31, 2022, due to material weaknesses in financial reporting and warrant accounting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022[161](index=161&type=chunk) - Two material weaknesses were identified: deficiencies in financial statement close process and inaccurate warrant accounting[163](index=163&type=chunk)[164](index=164&type=chunk) - Remediation efforts are underway, including hiring experienced finance personnel and implementing more robust controls[166](index=166&type=chunk)[175](index=175&type=chunk) [Part II - Other Information](index=31&type=section&id=Part%20II%20Other%20Information) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending against a class-action lawsuit alleging false statements about operations and prospects - A putative class action lawsuit was filed against the company and certain executives on October 28, 2021[174](index=174&type=chunk) - The complaint alleges violations of Section 10(b) of the Exchange Act for false statements about operations and prospects[70](index=70&type=chunk)[174](index=174&type=chunk) - The company denies allegations and intends to defend, but an adverse resolution could materially affect its financial position[70](index=70&type=chunk)[177](index=177&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the 2021 Annual Report on Form 10-K - No material changes have occurred to the risk factors disclosed in the 2021 Annual Report on Form 10-K[178](index=178&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales or repurchases of equity securities occurred during the three months ended March 31, 2022 - No unregistered sales of equity securities occurred during the quarter[179](index=179&type=chunk) - The company did not repurchase any of its equity securities during the three months ended March 31, 2022[180](index=180&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not applicable[181](index=181&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not applicable[182](index=182&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company entered into amended employment agreements with its CFO and CDO, detailing salaries, bonuses, and severance terms - Entered into an amended employment agreement with CFO Craig Shesky, including an annual base salary of **$350,000** and a **$91,667** signing payment[185](index=185&type=chunk) - Entered into an amended employment agreement with CDO Anthony O'Sullivan, with an annual base salary of **AUD $670,985 (USD $475,000)**[191](index=191&type=chunk)[193](index=193&type=chunk) - Both agreements include eligibility for an annual performance bonus targeted at **50%** of base salary and specific severance packages[185](index=185&type=chunk)[189](index=189&type=chunk)[193](index=193&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the 10-Q, including executive employment agreements and SOX certifications - Exhibits include amended employment agreements for CFO Craig Shesky and CDO Anthony O'Sullivan[201](index=201&type=chunk) - Certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, signed by the CEO and CFO, are included[201](index=201&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39281 TMC THE METALS COMPANY INC. (Exact name of registrant as specified in its charter) British Columbia, Canada ...

TMC the metals company Inc. (NASDAQ:TMC) Q4 2021 Earnings Conference Call March 24, 2022 4:30 PM ET Company Participants Craig Shesky - Chief Financial Officer Gerry Baron - Chairman & Chief Executive Officer Vikram Handa - Managing Director, Epsilon Carbon Conference Call Participants Jake Sekelsky - Alliance Global Partners David Snow - Energy Equities John Katsingris - Wedbush Securities Malcolm MacDonald - Bank of America Operator Good afternoon, everyone and thank you for participating in the Metals C ...

Value Proposition - TMC is developing the world's largest estimated source of battery metals, potentially electrifying 280 million EVs [10] - Project One is expected to become the 2nd lowest cost nickel producer [10] - The first project, NORI-D, has a net present value of $22 billion at current metal prices, representing 22% of the company's estimated resource [11, 12] - TMC's portfolio has 16 million tonnes of total estimated resources [19] Strategic Update - Allseas intends to upgrade the pilot collection system into a commercial nodule collection system ("Project Zero System") [25] - The estimated cost of getting into production is expected to be reduced from US$163 million to less than US$110 million, to be shared equally by Allseas and TMC's subsidiary NORI [25] - Epsilon Carbon intends to deliver a pre-feasibility report ("PFR") for a nodule processing plant in India powered by renewables ("Project Zero Plant") [25] - Expected production includes 1.3 million tonnes per annum of wet nodules offshore and 30,000 tonnes of NiCuCo matte and 750,000 tonnes of Mn silicate onshore [23] Market & Resources - Nickel prices have increased by 144% since the beginning of Q4 2021 [42] - The NORI exploration area is 74,830 km2 with an estimated nodule tonnage of 4,866 million tonnes (wet) [62] - The TOML exploration area is 74,713 km2 with an estimated nodule tonnage of 768 million tonnes (wet) [62] Financials - The company had a net loss of $19.8 million in Q4 2021 [116] - The company's total cash was $84.9 million at December 31, 2021 [117]

[Part I - Financial Information](index=6&type=section&id=Part%20I%20Financial%20Information) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for TMC the metals company Inc., reflecting its pre-revenue stage, increased cash, and restatements Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | Sep 30, 2021 ($ thousands) | Dec 31, 2020 ($ thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 112,640 | 10,096 | | Total Current Assets | 112,779 | 10,225 | | Exploration contracts | 43,150 | 43,150 | | **Total Assets** | **157,316** | **54,685** | | **Liabilities & Equity** | | | | Accounts payable and accrued liabilities | 28,343 | 4,316 | | Warrant liability | 11,623 | — | | **Total Liabilities** | **50,641** | **18,431** | | **Total Equity** | **106,675** | **36,254** | Condensed Consolidated Statements of Loss (Unaudited) | Metric | Nine months ended Sep 30, 2021 ($ thousands) | Nine months ended Sep 30, 2020 ($ thousands) | | :--- | :--- | :--- | | Exploration expenses | 80,181 | 35,744 | | General and administrative expenses | 41,138 | 3,818 | | **Operating loss** | **121,319** | **39,562** | | **Loss and comprehensive loss** | **121,501** | **39,546** | | Loss per share – Basic and diluted | $0.61 | $0.23 | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Metric | Nine months ended Sep 30, 2021 ($ thousands) | Nine months ended Sep 30, 2020 ($ thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (28,339) | (21,350) | | Net cash used in investing activities | (3,842) | (607) | | Net cash provided by financing activities | 134,701 | 20,348 | | **Net change in cash and cash equivalents** | **102,520** | **(1,609)** | - The company has restated its financial statements for the periods ended March 31, 2021, and June 30, 2021, due to a **$2.7 million** understatement of exploration expenses and accounts payable, and incorrect accounting for stock-based compensation expenses[27](index=27&type=chunk)[30](index=30&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-revenue deep-sea minerals exploration, the Business Combination, increased operating losses, and cash sufficiency - The company is a deep-sea minerals exploration firm focused on collecting and processing polymetallic nodules from the CCZ, which contain high grades of nickel, copper, cobalt, and manganese[145](index=145&type=chunk)[146](index=146&type=chunk) - On September 9, 2021, the company completed its Business Combination with SOAC, receiving gross proceeds of approximately **$137.6 million**[157](index=157&type=chunk)[158](index=158&type=chunk) Comparison of Operating Expenses (Three Months Ended Sep 30) | Expense Category | 2021 ($ thousands) | 2020 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Exploration expenses | 23,848 | 4,556 | 423% | | General & Administrative | 13,334 | 2,192 | 508% | - The increase in exploration expenses for Q3 2021 was primarily driven by **$12.9 million** accrued for milestone payments to Allseas for the Pilot Mining Test System (PMTS), **$2.8 million** in higher offshore campaign costs, and a **$2.8 million** increase in stock-based compensation[209](index=209&type=chunk) - The increase in G&A expenses for Q3 2021 was mainly due to a **$5.3 million** rise in stock-based compensation, **$2.4 million** in professional fees related to the Business Combination and public company costs, and **$2.2 million** in marketing costs[210](index=210&type=chunk) - Management believes that the company's cash on hand of **$112.6 million** as of September 30, 2021, will be sufficient to meet working capital and capital expenditure requirements until at least the third quarter of 2023[220](index=220&type=chunk)[222](index=222&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks including interest rate, foreign currency, and commodity price fluctuations, with future revenue dependent on metal prices - The company's primary market risks include interest rates, foreign currency, and commodity prices[251](index=251&type=chunk) - Foreign currency risk arises from transactions in Canadian dollars, Australian dollars, and the Great British Pound, minimized by holding most cash in U.S. dollars[255](index=255&type=chunk) - Future revenue will be dependent on the sale of products containing nickel, copper, manganese, and cobalt, where a significant price decrease could materially impact the business[257](index=257&type=chunk) [Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to two material weaknesses in financial reporting, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of September 30, 2021[259](index=259&type=chunk) - Two material weaknesses were identified in internal control over financial reporting, related to deficiencies in financial close and reporting controls and the accounting for warrants issued by the SPAC[261](index=261&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) - A remediation plan is underway, including appointing a new CFO, hiring experienced accounting staff, bringing the accounting function in-house, and implementing more robust controls and processes[265](index=265&type=chunk)[266](index=266&type=chunk) [Part II - Other Information](index=80&type=section&id=Part%20II%20Other%20Information) [Legal Proceedings](index=80&type=section&id=Item%201.%20Legal%20Proceedings) Discloses a shareholder class action lawsuit filed on October 28, 2021, alleging false or misleading statements and Exchange Act violations - On October 28, 2021, a shareholder filed a class action lawsuit against the company and executives Gerard Barron and Scott Leonard[272](index=272&type=chunk) - The lawsuit alleges violations of Section 10(b) and 20(a) of the Exchange Act, citing false or misleading statements about the company's operations and prospects between March 4, 2021, and October 5, 2021[272](index=272&type=chunk) - The company denies the allegations and plans to vigorously defend against the lawsuit[272](index=272&type=chunk) [Risk Factors](index=81&type=section&id=Item%201A.%20Risk%20Factors) Details extensive risks for the pre-commercial deep-sea mineral collection business, covering regulatory, technological, resource, social, and financial uncertainties - **Regulatory Risks:** The business is subject to significant regulatory uncertainty, as final exploitation regulations from the International Seabed Authority (ISA) have not yet been adopted, with no guarantee of timely or economic exploitation contract grants[274](index=274&type=chunk)[277](index=277&type=chunk)[279](index=279&type=chunk) - **Technology & Operational Risks:** The company's collection and processing technology has never been used on a commercial scale, posing risks that equipment may not be adequate, reliable, or economically viable, and the business is highly dependent on strategic partners like Allseas and Maersk[302](index=302&type=chunk)[336](index=336&type=chunk)[342](index=342&type=chunk) - **Resource & Market Risks:** Mineral resource estimates are based on limited sampling and may prove inaccurate, and profitability is highly dependent on volatile future market prices of nickel, manganese, copper, and cobalt, which are beyond the company's control[299](index=299&type=chunk)[304](index=304&type=chunk)[317](index=317&type=chunk) - **Social & Environmental Risks:** Negative public perception and opposition from environmental groups regarding deep-sea mineral collection could materially impact the business, as the full effects on marine biodiversity are not definitively known, creating uncertainty[297](index=297&type=chunk)[326](index=326&type=chunk)[330](index=330&type=chunk) - **Financial & Public Company Risks:** The company has a limited operating history, has not generated revenue, and will require significant additional capital, having identified material weaknesses in its internal financial controls, while outstanding warrants and potential future share issuances could cause significant dilution to shareholders[350](index=350&type=chunk)[371](index=371&type=chunk)[380](index=380&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=129&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Confirms no unregistered sales or repurchases of equity securities occurred during the reporting period - The company did not conduct any unregistered sales of equity securities during the reporting period[428](index=428&type=chunk) - The company did not repurchase any of its equity securities during the three months ended September 30, 2021[429](index=429&type=chunk) [Other Information](index=130&type=section&id=Item%205.%20Other%20Information) Summarizes the effect of financial restatements on previously filed unaudited pro forma condensed combined financial information, detailing adjustments Restatement Impact on Pro Forma Balance Sheet (as of June 30, 2021) | Account | As Previously Reported ($) | As Restated ($) | | :--- | :--- | :--- | | Accounts payable and accrued liabilities | 9,609 | 12,272 | | Total liabilities | 43,799 | 46,462 | | Deficit | (255,932) | (257,067) | | Total shareholders' equity | 122,253 | 119,590 | Restatement Impact on Pro Forma Statement of Operations (Six Months Ended June 30, 2021) | Account | As Previously Reported ($) | As Restated ($) | | :--- | :--- | :--- | | Exploration expenses | 57,079 | 58,676 | | General and administrative expenses | 34,756 | 34,294 | | Operating loss | 91,835 | 92,970 | | (Income) loss for the period | 82,862 | 83,997 | [Exhibits](index=131&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed or incorporated by reference into the Quarterly Report on Form 10-Q, including corporate governance documents and certifications

Market Overview - Woodmac 预计，为了达到 1.5°C 的目标，基本金属供应量需要增加五倍，需要 2 万亿美元的投资[8] - 美国原始设备制造商到 2030 年可能无法满足高达 3500 万辆电动汽车的订单[13] - 美国拥有有限的原材料生产能力，几乎没有加工能力[15] Resource and Project Development - NORI 的推断资源量为 38.66 亿吨（湿重），锰含量为 29.5%，镍含量为 1.3%，铜含量为 1.1%，钴含量为 0.2%[41] - TOML 的推断资源量为 7.56 亿吨（湿重），锰含量为 29.2%，镍含量为 1.3%，铜含量为 1.1%，钴含量为 0.2%[41] - NORI-D 项目的净现值估计为 68 亿美元[48] - NORI-D 预计在 2023 年第三季度提交勘探合同申请[36, 53] Financial Performance - 2021 年第三季度净亏损为 3670 万美元，每股亏损 0.18 美元，而 2020 年第三季度净亏损为 680 万美元，每股亏损 0.04 美元[35] - 截至 2021 年 9 月 30 日，现金和现金等价物总额约为 1.126 亿美元[36] - 2021 年第三季度运营中使用的现金为 1040 万美元，而 2020 年第三季度为 380 万美元[36]

Financial Data and Key Metrics Changes - The company reported a net loss of $36.7 million or $0.18 per share for Q3 2021, compared to a net loss of $6.8 million or $0.04 per share for Q3 2020, primarily due to increased milestone payments and offshore campaign expenses [55] - For the nine months ended September 30, 2021, the net loss was $121.5 million, up from $39.5 million in the prior year period, with exploration expenses increasing from $35.7 million to $80.2 million [58][60] - General and Administrative expenses rose from $3.8 million to $41 million during the first nine months of 2021, driven by higher stock-based compensation and overall costs associated with being a public company [58][59] Business Line Data and Key Metrics Changes - Exploration expenses for Q3 2021 were $23.8 million, significantly higher than $4.6 million for Q3 2020, attributed to milestone payments and increased offshore activity [56] - Free cash flow for Q3 2021 was negative $9.8 million, compared to negative $3.8 million in Q3 2020, indicating increased cash outflows [57] Market Data and Key Metrics Changes - The company highlighted the need for a fivefold increase in base metal supply to meet global energy transition goals, requiring an investment of $2 trillion [7] - The International Energy Agency indicated that achieving Net Zero by 2050 would require six times more mineral inputs than today [6] Company Strategy and Development Direction - The company aims to secure funding to commence production in 2024, focusing on strategic partnerships with car manufacturers and other stakeholders [50] - The development of polymetallic nodules in the Clarion-Clipperton Zone is seen as a critical opportunity to supply battery metals while minimizing environmental impact [12][16] Management's Comments on Operating Environment and Future Outlook - Management noted a shift in conversations with strategic partners, emphasizing the importance of controlling supply chains and sustainability in the electric vehicle transition [71] - The company is optimistic about completing its pilot mining trial and securing necessary funding by Q1 2023 to support production [87] Other Important Information - The business combination with Sustainable Opportunities Acquisition Corp was completed on September 9, 2021, with the company receiving approximately $137 million in cash [26] - The company has secured exclusive exploration rights to three areas sponsored by Pacific island nations, with plans to submit an application for an exploitation contract by Q3 2023 [19][27] Q&A Session Summary Question: Changes in conversations with strategic partners - Management noted a discernible change in discussions with automakers, highlighting the need for control over supply, availability, and sustainability [71] Question: Top priorities for 2022 - Key priorities include completing the pilot mining trial and releasing more environmental data [72][75] Question: Adjustments due to PIPE funding shortfall - Management expressed disappointment over raising less money than anticipated but confirmed sufficient capital to continue value-adding activities [81] Question: Public comments on the pilot test - Feedback from stakeholders has been complimentary regarding the environmental impact study, with no significant concerns raised [90] Question: ISA decision timeline - The ISA's decision process is outlined to take 315 days, which is considered reliable by management [95] Question: China's involvement in deep-sea mining - Management acknowledged China's active role in the sector but remains confident in being the first to production [103]