NASDAQ: TMCWW

We are now in the development stage following the release of the results of a pre-feasibility study on one of our development areas in a report titled S-K 1300 Prefeasibility Study for NORI Area D: Technical Report Summary, dated August 4, 2025, prepared by AMC Consultants Pty Lt. and other qualified persons (the “NORI-D PFS”), which declared the world’s first mineral reserves for a seafloor polymetallic nodule project demonstrating the project’s economic viability. We also recently released an initial assessment of our other development areas in a report titled S-K 1300 Technical Report Summary—Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone, dated August 4, 2025, prepared by AMC Consultants Pty Lt. and other qualified persons (the “TOML and NORI IA” together with the NORI-D PFS, the “Technical Reports”). We have yet to obtain a commercial recovery permit or other related offshore and onshore permits from the regulators. Additionally, we do not yet hold the environmental or other permits required to construct and operate commercial-scale polymetallic nodule processing and refining facilities on land.

Two parallel regulatory regimes exist to regulate deep seabed exploration and extraction activities in the high seas. The United States adopted the Deep Seabed Hard Mineral Resources Act of 1980 (“DSHMRA”), a U.S. domestic statute administered by the U.S. Department of Commerce through the National Oceanic and Atmospheric Administration (“NOAA”) to regulate deep-sea mining activities of its citizens in the high seas. NOAA implemented regulations for exploration licenses in 1981 and for commercial recovery permits in 1989 and amended these regulations introducing a consolidated exploration license and commercial recovery permit application process in 2026. In parallel, the International Seabed Authority (“ISA”), comprised today of 171 countries and the European Union was established in 1994, pursuant to the United Nations Convention on the Law of the Sea (“UNCLOS”) to regulate deep seabed exploration and exploitation activities of the nationals of Member States. The ISA has adopted exploration regulations in 2000 (amended in 2013 and 2014) and issued 19 polymetallic nodule exploration contracts (17 of which are located in the CCZ) but has been unable to adopt the final exploitation regulations, standards and guidelines despite initiating work in 2014. Almost 30 countries, including the United States, have not ratified UNCLOS and are not Member States of the ISA. The United States has remained a persistent objector to UNCLOS ratification, primarily due to its Part XI seabed mining provisions.

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TMC’s properties under two parallel regulatory regimes and technical reports

The table below provides an overview of the properties that TMC holds or has applied for through its subsidiaries NORI, TOML and TMC USA) with both regulators, ISA and NOAA. It also shows what areas are covered by our technical reports and lifecycle assessments (“LCAs”).

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We continue focusing on advancing our commercial production strategy under the DSHMRA regime. In April 2025, our wholly owned subsidiary, The Metals Company USA, LLC, (“TMC USA”), submitted two exploration license applications (covering 187,017 square kilometers in the CCZ referred to as TMC USA-A and TMC USA-B) and one commercial recovery permit application (covering 25,160 square kilometers in the CCZ referred to as TMC USA-A) to NOAA. Following the introduction of the consolidated application process by NOAA in January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application covering a subset of TMC USA-A area previously applied over in April 2025. The application areas in total are estimated to hold approximately 1.639 billion wet tonnes of measured, indicated and inferred mineral resources. Together, the mineral resources are estimated to contain approximately 15.5 million tonnes of nickel, 12.8 million tonnes of copper, 2.0 million tonnes of cobalt, and 345 million tonnes of manganese.

We believe that DSHMRA provides a viable and robust regulatory path to commercial production, distinct from the ISA regime under UNCLOS, which despite expectations to the contrary, has repeatedly failed to adopt the Regulations and Standards and Guidelines on the Exploitation of Mineral Resources in the Area. On April 24, 2025, the Executive Order 14825, titled “Unleashing America’s Offshore Critical Minerals and Resources” directed the Commerce Secretary to implement an expedited permitting process under DSHMRA. In addition to directing the International Development Finance Corporation, Export-Import Bank and Trade and Development Agency to identify tools to support this new industry, the Executive Order instructed the Departments of War and Energy to assess the use of the National Defense Stockpile for nodule-derived minerals and of entering into offtake agreements for the procurement of these minerals. These departments were also directed to review and support domestic processing capabilities for seabed mineral resources.

At the same time as we pursue the U.S. regulatory pathway, we continue to maintain our ISA contracts and comply with all of our contractual obligations under the ISA system. While the ISA does not have jurisdiction over activities conducted under the regulatory authority of the United States, we maintain two ISA exploration contracts in the CCZ, one held by our subsidiary Nauru Ocean Resources Inc. (“NORI”), sponsored by the Republic of Nauru (“Nauru”), and another held by Tonga Offshore Mining Limited (“TOML”), sponsored by the Kingdom of Tonga (“Tonga”). Operations by NORI and TOML in the CCZ are being conducted under our ISA exploration contracts and will be conducted under these contracts until TMC USA receives an exploration license or commercial recovery permit under DSHMRA from NOAA.

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We have key strategic partnerships with (i) Allseas, a leading global offshore engineering contractor, which developed and tested a pilot collection system, and is now modifying it into the first commercial production system, (ii) Pacific Metals Co. Ltd. (“PAMCO”), an experienced Japanese ferronickel producer, which is responsible for pre-feasibility and feasibility studies on nodule processing at their smelting facilities in Hachinohe, Japan, (iii) Korea Zinc, a world leader in non-ferrous metal refining and precursor Cathode Active Material (“pCAM”) technology, partnering to advance development in the U.S., (iv) Mariana Minerals, a software-first mineral developer and operator working as part of TMC USA’s owners’ team to accelerate the development of potential domestic onshore processing and refining facilities (“Mariana”) and (v) Glencore International AG (“Glencore”) which holds offtake rights to 50% of the NORI nickel and copper production if produced from a TMC-owned or controlled facility. In addition, we are working with engineering firm Hatch Ltd. (“Hatch”) and consultants Kingston Process Metallurgy Inc. (“KPM”) to develop, test and engineer a near-zero solid waste flowsheet. The primary processing stages of the flowsheet from nodule to NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth facilities in Pennsylvania, USA and XPS’ (Glencore subsidiary) facilities in Ontario, Canada; and later at industrial scale at PAMCO’s facilities in Hachinohe, Japan. The matte refining stages have been tested at an SGS facility in Lakefield Canada with positive results. The near-zero solid waste flowsheet provides a design that is expected to serve as the basis for our onshore processing facilities. On March 19, 2026, we signed a Strategic Partnership Agreement with Mariana focusing on the potential development of a nodule processing and refining facility in the Port of Brownsville, Texas as part of our owner’s team.

To reach our objective and initiate commercial production, we are working to: (i) further refine our project economics, (ii) complete the development of and commission a commercial offshore nodule collection system, (iii) continue to assess the environmental, social and cultural impacts of offshore nodule collection, and (iv) secure existing foreign and/or develop new domestic U.S. onshore facilities to process collected polymetallic nodules into a manganese silicate product, an intermediate nickel-copper-cobalt matte product and end-products of nickel, cobalt and copper metal.

Polymetallic Nodules

Deep-sea polymetallic nodules form on and just below the sediment-covered seafloor of the abyssal plains. Nodules contain significant amounts of metals, and their unique characteristic compared to terrestrial deposits is the presence of the four critical metals, nickel, copper, cobalt and manganese in one deposit. Nodules also contain meaningful quantities of REEs, which we may explore extracting after we begin commercial activities.

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Polymetallic nodules in the CCZ possess the following characteristics:

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Characteristic

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What it means

Far removed from human communities

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No need for social displacement

No vegetation or other obstructions covering access to nodules

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No need to remove overburden, no rock cutting or blasting

Unbound to the seafloor, 96% of nodule mass in the top 5 cm of seafloor

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No need for destructive rock cutting and excavation

High grades of four critical metals in a single ore

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Less mass to process compared to land ores

Low head-grade variability

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Potentially easy to process

2-10 cm diameter

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Potentially easy to handle

Microporous

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Potentially easy to smelt

Very low concentrations of certain hazardous elements like arsenic, antimony and mercury

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Potential to productize almost 100% of nodule mass and design a metallurgical flowsheet that generates no tailings and leaves almost no solid waste streams behind

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The above characteristics of polymetallic nodules may provide an opportunity to compress lifecycle environmental and social impacts of producing the critical metals contained in nodules as compared to land ores. In order to extract nickel, copper, cobalt and manganese from land ores, at least three different mines would typically be needed. Mine development often involves social displacement and impacts on Indigenous people as well as deforestation, destruction of carbon sinks and biodiversity loss. In addition, several times more mass would need to be processed, often requiring significant amounts of local water resources; mining and processing tailings which can be toxic and need to be managed indefinitely in tailings dams, using dry-stacking or a practice known as deep-sea tailings placement (DSTP). Furthermore, metal production from land ores can release several toxic streams into the surrounding environment which can negatively impact the health of local communities and ecosystems. We believe using nodules to produce the critical metals contained therein can help reduce several of these impacts associated with mining land ores. If our nodules are to be processed and refined in the United States, we can also compress the length of current supply chain that some materials need to travel before reaching the United States from 50,000 down to 3,800 nautical miles, while reducing dependency on China which currently dominates refining these critical metals, including through Chinese-owned businesses in jurisdictions like Indonesia and the Democratic Republic of Congo (“DRC”).

Market Opportunity

The minerals contained in polymetallic nodules (copper, nickel, manganese, cobalt and REEs) are classified as critical by the United States, meaning they are both essential to the country’s welfare and face considerable supply chain vulnerabilities. In 2025, the United States imported 100% of primary nickel, cobalt and manganese and 46% of primary copper. Mining and, to a greater extent, processing of these metals are concentrated in or controlled by China. China is the largest producer of refined manganese, cobalt, and copper; while it is the second largest producer of refined nickel, it has substantial control of nickel processing in Indonesia, today’s leading global nickel supplier. An array of policies and agreements have been initiated in 2025 by the U.S. government to combat critical mineral concentration including an Executive Order establishing a national energy emergency inclusive of mineral development and processing, unleashing offshore minerals, plans to expedite mining and processing permitting, a variety of critical mineral agreements abroad, plans to locate metal refining on military bases, and an increase on tariffs for imported Chinese goods.

We believe it is important to ensure that these large amounts of critical metals contained in nodules are sourced economically and with the lowest possible impacts on people and nature. As the global supply of ore remains concentrated in high-biodiversity areas, high-grade ore remains limited or declining and metal demand increases, we can expect a larger environmental and social footprint, potential supply shortages and volatility in metal prices should land ores remain the only viable source of the critical metals contained in nodules, in line with current predictions by many metal analysts.

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Critical metals contained in nodules are used across key sectors viewed as strategic by the United States’ government:

●Semiconductors and AI Data Centers: Copper, nickel, cobalt and manganese are integral to semiconductor devices (e.g., chips, transistors) and the equipment used to manufacture them (e.g., deposition tools, etching systems). While not primary constituents of semiconductor wafers themselves, these materials enable advanced fabrication processes, interconnects, and component durability. At a functional level, copper is the most widely used for conductivity in devices, cobalt enhances interconnect reliability in advanced nodes, nickel provides barrier and plating functions, and manganese supports emerging memory technologies. Copper is also foundational for power transmission, wiring, busbars, heat exchangers, and cooling systems in hyperscale facilities, with AI-driven data centers projected to consume up to 500,000 tonnes annually by 2030 due to their electricity intensity and thermal management needs. Nickel enhances anticorrosive coatings for connectors and battery terminals, while also contributing to structural alloys and electroplating for corrosion resistance in server components. Cobalt improves battery stability and longevity in uninterruptible power supplies (UPS) using lithium-ion technologies and supports high-performance electronic components under thermal stress. Manganese bolsters mechanical strength in alloys for server racks and infrastructure and is integral to nickel-manganese-cobalt (NMC) cathode chemistries in backup batteries for reliable energy storage during outages.

●Energy and Grid Infrastructure: Copper enables efficient electrical grids, transformers, and wiring for new power plant integration and transmission. Manganese enhances steel alloys for transmission towers, and geothermal well casings; nickel and cobalt form superalloys for high-efficiency generators and turbines in hydroelectric, solar and nuclear reactors (e.g., for control rods and vessel linings resistant to radiation and high temperatures), and geothermal systems, improving durability, corrosion resistance, and energy output in harsh environments.

●Aerospace and Defense: Nickel and cobalt are critical for high-temperature superalloys in jet engines and turbine blades, enabling superior heat resistance and performance in aircraft and missiles; manganese strengthens structural steels for airframes and armor; copper provides essential conductivity in avionics wiring and electrical systems, supporting radar and communication equipment.

●Steel Manufacturing: Manganese is a key alloying element for deoxidizing, desulfurizing, and strengthening steel, making it tougher, more impact-resistant, and essential in low-carbon and high-strength steels (up to 1.8% content in specialized varieties used in pipelines and transportation). Nickel enhances stainless steel’s corrosion resistance, strength, and ductility. Cobalt contributes to high-strength and oxidation-resistant alloys. Copper is occasionally alloyed to improve weather resistance in certain steels.

●Shipbuilding and Marine Applications: Copper-nickel alloys are ideal for hull cladding, seawater piping, propellers, and intakes due to their superior corrosion resistance, biofouling prevention, and durability in marine environments, reducing maintenance and fuel costs. Manganese strengthens structural steels for hulls and frameworks; nickel and cobalt enhance alloys for valves, pumps, and high-stress components in offshore platforms and naval vessels.

●Batteries: Nickel, cobalt, and manganese are essential for high-energy-density lithium-ion batteries that boost range and stability in electric vehicles (“EVs”) and other battery-powered applications like drones and robots. Copper supports wiring, motors, and charging infrastructure.

●Chemical and Industrial Applications: All four metals found in nodules serve as catalysts in chemical processes (e.g., cobalt and nickel in hydrogenation); alloys for corrosion-resistant equipment (nickel and manganese in stainless steel); and specialized components like copper in heat exchangers and cobalt in pigments, enhancing efficiency in manufacturing, oil refining, and environmental technologies.

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Metal

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Top end use segments

Nickel

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Stainless steel (66%), batteries (15%), non-ferrous (aerospace & defense) (8%), electroplating (5%), alloy steel (3%), foundry & castings (1%), other (2%)1

Copper

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Electrical Infrastructure (30%), construction (24%), consumer appliances and goods (21%), transport (14%), industrial machinery (6%), other diverse uses (5%)2

Cobalt

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EV batteries (42%), portable device batteries (30%), superalloys (9%), hard metals (4%), pigments & ceramics (4%), catalysts (3%), magnets (2%), other (6%)3

Manganese

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Steel (96%), batteries (3%), agricultural products (1%)4

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Global Demand by Sector

The below charts provided by Benchmark Mineral Intelligence (“Benchmark Mineral”) and CRU International Limited (“CRU”) show increasing global demand by end-use application for nickel, copper, cobalt and manganese, through 2040. Benchmark Mineral is a leading London-based agency providing specialized, independent intelligence, price reporting, and consultancy for the lithium-ion battery and electric vehicle (EV) supply chain, while CRU is a global, independent provider of market insights with comprehensive services for the manganese market.

Metals contained in polymetallic nodules serve a wide variety of applications as evidenced by the demand by sector graphs below: increasing battery demand is a key driver for all metals while steel production and electrical infrastructure continue to underpin nickel and manganese, and copper demand, respectively.

Source: Benchmark Mineral Intelligence, Q4 2025 Forecasts for nickel and cobalt, February 2026 Forecast for copper

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Nickel (kt)

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1 Benchmark Mineral Intelligence Nickel Forecast, 2025 global data

2 Benchmark Mineral Intelligence Copper Forecast, 2025 global data

3 Benchmark Mineral Intelligence Cobalt Forecast, 2025 global data

4 IGF Critical Mineral Insights, page 2: afdb.org/sites/default/files/documents/publications/manganese_factsheet_copy_1.pdf.

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Cobalt (kt)

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Copper (kt)

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Manganese (kt)

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Source: CRU Consulting Preliminary market research report, September 24, 2024, licensed for public use

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Key Drivers of Metal Demand

In the coming decade, global critical mineral demand is forecast to grow as mineral-intensive technologies and infrastructure become more widely used. At the same time, minerals to power infrastructure and energy systems could face double-digit percent supply shortfalls. Metals contained in polymetallic nodules are used in a wide variety of applications including but not limited to energy, infrastructure, defense, manufacturing, non-ferrous (super) alloys, and lithium-ion batteries.

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Energy and Infrastructure

Global steel production is projected to grow by 8% through 2030, to 2 billion tonnes;5 while production in certain regions saw a decline in 2025, production in the United States and India increased (3.1% and 10.4%, respectively). It is projected that demand for steel in the United States will grow by 40% by 2035.6 66% of global nickel demand and over 90% of global manganese demand is driven by steel production which is critical to energy and industrial infrastructure.7 Furthermore, as artificial intelligence (AI) workloads grow, data centers are poised to become one of the most mineral-intensive components of the digital economy, increasing from 440,000 tonnes in 2025 to around 690,000 tonnes of copper by 2030. More broadly, copper is foundational for power transmission, wiring, busbars, heat exchangers, and cooling systems in hyperscale facilities. These systems and supporting infrastructure cannot be constructed without the metals contained in CCZ polymetallic nodules.

Non-Ferrous Alloys

Nickel and cobalt are critical to produce superalloys necessary for the aviation industry, power generation, and a wide variety of engineered parts including marine structures. Nickel forms the fundamental matrix of most superalloys, maintaining mechanical integrity, while cobalt enhances corrosion resistance. Copper is also used for corrosion protection in specialty alloys. While not the largest end-use of metals found in polymetallic nodules by volume, nickel, cobalt and to a lesser extent copper are irreplaceable inputs to alloys used in industrial, energy and defense systems. In the United States, a key driver of nickel and cobalt demand are superalloys found in rotating aircraft and power generation parts, along with other engineering equipment, prosthetics, and thermal spray.

Lithium-Ion Batteries

McKinsey Battery Insights expects a global battery market size of 4.2 TWh in 2030 and 6.8 TWh by 2035, with more than 85% of this demand driven by lithium-ion batteries (LIBs) primarily due to demand growth for battery electric vehicles (EVs) and energy storage, but with increasing demand expected from drones and robots.8 According to CRU, battery applications are expected to drive significant nickel and cobalt demand growth, rising to 38% and 72% of total demand in 2035, respectively.9

In 2025, global LIB demand increased by 29% to reach 1.59TWh. Battery chemistries that require metals contained in CCZ polymetallic nodules - nickel, cobalt and manganese - deliver high energy densities and are typically deployed in vehicles requiring long range (e.g., luxury and upmarket passenger cars) and power (trucks). Manganese is being increasingly used in non-nickel-based cathode materials (LMFP and LMR) to increase battery energy density. In 2025, these battery chemistries accounted for 40% of overall battery manufacturing, which represented a relatively small portion of the overall global use of nickel (~35%), cobalt (48%) and manganese (<1% of manganese demand). While lithium iron phosphate (LFP), which do not utilize metals found in nodules, remained the fastest growing battery chemistry, accounting for 60% of global battery production in 2025, this growth was underpinned by the battery energy stationary storage (BESS) market and by continued expansion of China’s domestic EV market. Moreover, production of LFP cathode materials is concentrated nearly entirely in China.

5 https://www.iea.org/data-and-statistics/charts/global-steel-production-in-the-net-zero-scenario-2010-2030

6 CRU US Sales Potential Study, 2025 (increase to 365 kt 2035 from 259kt)

7 https://www.usgs.gov/centers/national-minerals-information-center/manganese-statistics-and-information?utm_source=chatgpt.com

8 https://www.mckinsey.com/features/mckinsey-center-for-future-mobility/our-insights/battery-2035-building-new-advantages

9 2024 CRU-TMC consulting study (Specific % given for Ni, 200/375 kt Co)

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Source: BMI Nickel Forecast Report, Q4 2025

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By contrast, production of nickel-based cathode materials is more diversified with production in South Korea, Japan, and to a lesser extent, Europe and North America. Mid and high-level performance EVs will be the primary driver of battery nickel demand growth in the coming years, particularly in Western markets. Outside China, nickel-based cathodes are forecasted to retain approximately 60% of overall market share through 2030, with production increasingly pivoting towards high-nickel content longer term.

Supply Demand Balance and Commodity Prices

Cobalt prices rallied in 2025, primarily driven by export restrictions in the DRC. While nickel prices remained stable for the majority of 2025 as oversupply from Indonesia and China continued, a tightening of mining quotas in Indonesia led to significant price increases at the end of the year. Export and mining restrictions drove intermediate payables upward, helping to offset significant rises in sulphur costs for Indonesian High-Pressure Acid Leach (HPAL) producers. Copper prices also surged in 2025 due to disruptions in mined supply, increased demand and stagnant mine supply.10 Initial manganese price spikes in the beginning of 2025 driven by reduced supply from Australia softened through the remainder of the year as supply recovered and Chinese steel demand remained weak. 2025 illustrated metal price sensitivity to supply disruptions and national policies.

As shown in the tables below, several analysts predict potential shortages beginning in early 2030s. In the case of copper, supply shortages have already commenced and are projected to worsen to 8 million tonnes by 2035, and 10 million tonnes by 2040.11

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10 investingnews.com/benchmark-mineral-intelligence-copper-forecast/

11 https://www.spglobal.com/energy/en/news-research/latest-news/metals/010826-copper-supply-gap-to-widen-24-by-2040-as-electrification-accelerates-study

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Nickel market balance (t)

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Cobalt market balance (t)

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Copper market balance (kt)

Manganese market balance (kt)

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Government Support for Nodule Resource Development from the United States

The development of deep seabed polymetallic nodule resources was made a strategic national priority for the United States when the recent Executive Order 14285 was signed by President Trump on April 24, 2025, titled “Unleashing America’s Offshore Critical Minerals and Resources”, which directs the Commerce Secretary to implement an expedited permitting process under DSHMRA. In addition to directing the International Development Finance Corporation, Export-Import Bank and Trade and Development Agency to identify tools to support this new industry, the Executive Order instructs the Departments of Defense and Energy to assess the use of the National Defense Stockpile for nodule-derived minerals and of entering into offtake agreements for the procurement of these minerals. In addition, these departments are also directed to review and support domestic processing capabilities for seabed mineral resources. America’s Maritime Action Plan published in early 2026, further prioritizes the expansion of seabed activities, such as deep-sea science, mapping, and marine technologies to characterize and mine seabed critical mineral and ore resources.12

Environmental Opportunity

Today, all nickel, copper, cobalt and manganese are produced from land ores or recycled metal stock. Existing metal stocks available for recycling are insufficient to meet current demand. Even with high end-of-life product recycling rates, most of the new demand over the coming decades will have to be met by new mining. We believe the land-based mining sector is fundamentally challenged: ore grades are falling, production is moving to some of the more biodiverse and conflict-prone regions in the world, accessing ore bodies often requires a complete removal of ecosystems situated on and above such orebodies, and removing, breaking or tunneling through significant tonnage of waste rock. Toxic levels of heavy elements often found in land orebodies typically need to be removed, stored, and maintained indefinitely; a real challenge on seismically active and wet tropical islands in countries like Indonesia that accounts for most of the growth in nickel supply.

12 whitehouse.gov/wp-content/uploads/2026/02/Restoring-Americas-Maritime-Dominance.pdf

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As a result of a vigorous campaign by several non-governmental organizations, some participants in the global supply chain have called for a general moratorium on all forms of deep seabed mining until there is more knowledge about marine impacts of nodule collection operations. In contrast, the comprehensive research completed to date using in-situ data shows how nodules can potentially provide an opportunity to significantly compress most lifecycle environmental and social impacts associated with conventional metal production from land ores. We have completed several comparative LCAs on the impacts of critical metal production from terrestrial sources versus polymetallic nodules from NORI-D in the CCZ as well as the Environmental and Social Impact Assessment (“ESIA”) and the Cultural Heritage Impact Assessment (“CHIA”) for offshore nodule collection segment of the NORI Area D project.

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To quantify environmental footprints of metal production from nodules as compared to conventional land ores, we commissioned several LCAs looking at the cradle-to-gate impacts of producing nickel, copper, cobalt and manganese products from polymetallic nodules and how it compares to land-based routes. An LCA white paper examining a comprehensive set of impacts was commissioned by us and co-authored by certain of our executive officers in 2018 and reviewed by subject matter specialists and published on our website in April 2020; an LCA research paper focusing on climate change impacts was peer-reviewed and published in the Elsevier Journal of Cleaner Production in December 2020; an LCA research paper focusing on solid waste streams was peer-reviewed and published in the Yale Journal of Industrial Ecology in January 2022 and an independent LCA compliant with the International Organization for Standardization Standard 14040 on our NORI Area D project was conducted by Benchmark Minerals and released in March 2023. In 2024, we commissioned Minviro to update the NORI Area D model to reflect the latest data and assumptions on how and where we could process our nodules, and an ever more detailed understanding of our potential impact hotspots. Published in May 2025, the Minviro ISO-compliant LCA quantifies the expected environmental impacts of pyrometallurgical processing in Japan or Indonesia, and hydrometallurgical refining in South Korea. Most recently, following the publication of NORI-D PFS, in September 2025, we published a new ISO-compliant LCA completed by Ecoquant which focused on evaluating the expected environmental impacts of the NORI Area D project updated to match the NORI-D PFS data. This LCA also provides a comparative analysis against today’s dominant terrestrial supply chains, using increasingly granular datasets to more accurately assess these routes. The methodological choices made by Ecoquant are consistent with earlier project-specific LCAs done by Benchmark Mineral (2023) and Minviro (2025). Based on all our research including these LCA assessments, we believe that we are positioned to become one of the lowest environmental and social footprint metal companies in the industry.

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The September 2025 LCA by Ecoquant assessed three scenarios for our onshore processing of nodules. In the first scenario, both pyrometallurgical and hydrometallurgical processes take place in Texas. In the second scenario, the pyrometallurgical process takes place in Japan and then matte is transported to South Korea to undergo hydrometallurgy (NORI-D Japan). In the third scenario, the pyrometallurgical circuit takes place in Indonesia and then the matte is transported to South Korea for hydrometallurgical processing (NORI-D Indonesia). The Ecoquant LCA also assesses the production of nickel and cobalt sulfate, copper cathode and silicomanganese via traditional land-based routes and compares them to the same products from NORI Area D. The selection of the terrestrial routes reflects the most common current pathways for sourcing these metals, while also including a few lower impact routes to provide a broader and more balanced perspective.

The LCA supports our belief that the production of nickel sulfate and cobalt sulfate from the NORI Area D Project (particularly NORI-D Texas) consistently results in the lowest environmental costs among the impact categories evaluated compared to all evaluated routes. This is due to the high grade of these minerals in the nodules, the relatively low environmental costs of offshore operations, and the unique processing pathway which produces multiple co-products that share the environmental load. For the production of copper cathode, the NORI Area D scenarios generally perform better than all evaluated routes across the assessed impact categories, except for the DRC route in the climate change and energy use categories. The DRC route, however, performs poorly in acidification due to diesel and sulfur use. While most of these reductions are attributable to the unique characteristics of the polymetallic nodule resource, the near elimination of solid processing waste streams onshore is made possible by our investment in a near-zero-waste flowsheet design and part of the projected low carbon emissions are due to our strong preference to locate onshore processing facilities in places with access to low-carbon power.

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Nickel from NORI Area D Project shows lowest impact:

For each route of the terrestrial comparisons, Ecoquant used the best available data which can be found in credible, published literature sources such as company and governmental reports. Where data was not available, mass and energy balances, or proxy data was used.

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Our processes were modelled using data from the NORI-D PFS in which annual marine fuel usage was calculated with data provided by Allseas, who designed and retrofitted our production vessel; as well as information provided by large shipping companies that have worked with us. For onshore operations, the LCA looked at process data derived from mass and energy balance models. The mass and energy balance modelling was conducted by Hatch, an engineering and development consultancy, who utilized the industry standard Metsim™ software package and qualified experienced process engineers. The design basis for the model development included analogous commercial operations in nickel processing, our test-work results as well as employing extensive data from literature, and fundamental thermodynamics.

As part of the ESIA we conducted for offshore operations in the NORI Area D in partnership with world leading deep-sea research institutions and contractors, we also assessed the impacts of the NORI Area D Project on marine ecosystem function and services, including biodiversity. The CCZ abyssal plains are one of the most common and least populated habitats on the planet, akin to deserts on land. The CCZ abyssal seafloor is plant-free, food-poor and dominated by bacterial life forms. It has been studied extensively since the 1960s with over 194,000 papers published on polymetallic nodules in general and over 50,000 on nodules in eastern CCZ where NORI Area D is located.

The largest driver of uncertainty in assessing the potential future impact of nodule collection operations on marine biodiversity is our ability to measure biodiversity itself. Unlike biodiversity, biomass measured as carbon contained in live organisms per m2 of habitat, is easier to measure and compare. Based on available data we have collected and reviewed, we believe that the CCZ is one of lowest biomass locations on the planet. We believe metal production from nodules could reduce biomass at risk by over 90% compared to producing the same amount of metals from conventional land ores.

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In contrast, land-based mining for nickel and cobalt occurs in biodiverse countries as identified by Benchmark Mineral in a study commissioned by us and published in November 2023. In both Indonesia and the DRC, which are the world’s largest producers of nickel and cobalt respectively, the extraction of metal ores through open pit mines requires the complete removal of overlying ecosystems and contained carbon sinks, in turn eliminating the carbon sequestration. The study found that 1 kilogram of nickel mined from saprolite and limonite ore in Sulawesi, Indonesia removes forests containing carbon stock equivalent to 7.0 and 9.4 kilograms of CO2e, and 3.6 kilograms of CO2e in the case of cobalt mined in Katanga, DRC. Due to the resulting vegetation change, mining activities cause carbon sequestration services loss of 4.8 grams and 6.5 grams of CO2e respectively for nickel, and 9.3 grams of CO2e for cobalt per year.

As a precautionary environmental management and protection measure, the ISA has already set aside 43% of the CCZ or 1.97 million square kilometers as protected areas, or Areas of Particular Environmental Interest (APEIs), aiming to ensure that all types of habitats that could be impacted by exploitation are represented and preserved within APEIs. For comparison, only approximately 9.75% of global oceans are protected today and the global target agreed in the High Seas Treaty in March 2023 is to protect 30% of the oceans by 2030. Additional marine impact mitigation measures such as setting aside more no-take areas inside our contract areas and leaving partial nodule cover inside collection areas to aid natural recovery of bacterial and other communities are also being evaluated. We are collaborating with some of the world’s leading researchers to conduct environmental baseline and collection impact studies to design plans that could mitigate marine impacts of nodule collection through collection system design and adaptive management systems.

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If the entire CCZ area currently under exploration under the ISA regulatory regime (1.24 million square kilometers) were to be exploited over a 30-year period (which we believe is extremely unlikely), these nodule collection operations would impact 41,500 square kilometers of the abyssal seafloor per year in one of the least productive areas of the ocean (with respect to the abundance of marine life). This is less than 1% of the estimated 4,900,000 square kilometers of the seafloor currently impacted every year by trawling operations that take place primarily in highly productive coastal waters.

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Potential future commercial-scale nodule collection operations in the CCZ are likely to disturb marine wildlife in the directly mined areas. We have completed studies baselining wildlife and ecosystem function, piloting the nodule collection system, and assessing impacts arising from the use of this system immediately following the collector test and 12 months after the collector test in NORI Area D. In total, over 1 petabyte of environmental data has been collected and processed. For comparison, the world’s largest library, the Library of Congress, manages 29 petabytes in its core digital collection. Assessment of impacts based on collected data has been completed and a draft EIS will be published and available for public comment as part of the permitting process. Given the significant volume of deep water and the difficulty of sampling or retrieving biological specimens in the CCZ, a complete biological inventory might never be established. Accordingly, impacts on CCZ biodiversity may never be entirely and definitively known. However, we believe similar challenges are faced on land, with an estimated 70-80% of terrestrial species still undescribed. We will continue collecting data during commercial operations, and our understanding of the impacts of a full-scale mining system will improve over time, which we believe will enable the development of better mitigation measures and risk reduction as the industry matures. We currently believe, however, that as the abyssal plains are the most ubiquitous habitat on the planet with low levels of biodiversity compared to the main metal-producing areas on land, it is likely that the impacts of nodule collection on global biodiversity will be less significant than those estimated for land-based mining for a similar amount of produced metal.

It is also currently not definitively known how effectively the risk of biodiversity loss in the CCZ could be eliminated or reduced through mitigation strategies like setting aside large preservation and no-take areas or how long it will take for disturbed seabed areas to recover naturally. We believe there is also an uncertainty as to the effect of terrestrial mining operations in biodiversity hotspots, such as the Indonesian rainforests. Prior research indicates that the density, diversity and function of fauna representing the majority of the resident biomass in the abyssal plain (i.e., microbes, representing approximately 80% of the biomass) are expected to recover naturally within years following the cessation of mining. Some uncertainty still exists around the recovery rate of fauna that requires the hard substrate of nodules for critical life function. Recent research suggests that carbon (food) availability is likely to be a more significant limiting factor to the ecosystem’s capacity to support nodule-obligate fauna populations than hard-substrate habitat availability.

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We believe that strategies such as leaving behind partial nodule cover and setting aside no-take areas to aid recruitment and recovery of nodule-dependent species in impacted areas are promising mitigation strategies that will be investigated. For example, recent research in NORI Area D indicates that sediment-covered nodules left behind after pilot collection activities ceased were exposed and became available as a source of hard-substrate habitat within just 12 months. The effectiveness of these strategies in supporting self-sustaining populations of nodule-obligate fauna after nodule collection will be the focus of future long-term monitoring studies.

We are now in the development stage following in August 2025, the release of the NORI-D PFS where we declared mining reserves for one of our seafloor polymetallic nodule projects. We have not yet obtained a commercial recovery permit and all other related offshore permits from the regulators. Additionally, we do not yet hold the environmental or other permits required to construct and operate commercial-scale polymetallic nodule processing and refining facilities on land.

All extractive industries result in impacts on the receiving environment. Nodule collection is no exception and will impact the deep-sea marine environment through nodule removal, disturbance of seafloor sediment (“seafloor plumes”) and return of seawater used for nodule transport that is expected to contain residual sediment and nodule fines back in the water column (“midwater plumes”). Baselining the impacted marine environment by characterizing the ecosystem and then developing measures to avoid and mitigate these impacts was the central focus of our offshore ESIA program undertaken in partnership with some of the world’s leading deep-sea research institutions. Nodule removal will impact species that depend on the hard nodule substrate for attachment. The severity of the impact will depend on (1) the extent to which these species are represented in the international protected areas in the CCZ or other areas set aside by other regulators and additional no-take areas set aside by us, (2) the extent to which residual nodule cover will aid recruitment and recovery of these species in impacted areas and (3) how sedimentation impacts benthic species outside the directly mined areas. Disturbance of the seafloor by nodule collector vehicles is expected to also disturb (mostly microbial) organisms living in and on the sediments. Impact severity will depend on the depth of sediment disturbance expected to be approximately 3-5 centimeters based on modelling, laboratory tests, and recent collector tests completed in the CCZ by our subsidiary NORI and two other nodule contract-holders, Belgium’s Global Sea Mineral Resources NV (GSR) and the German’s Federal Institute for Geosciences and Natural Resources (BGR) and the impact this disturbance has on benthic ecosystem function. A research paper on seafloor sediment plumes published by MIT and the Scripps Institution of Oceanography in September 2022 found that 92-98% of benthic plume generated from the pilot nodule collector vehicle rose only two meters above the seafloor and settled locally within 10s to 100s of meters from the source of the disturbance, a result that was confirmed by the results of the collector test completed by NORI in 2022 on the NORI Area D property.

Over 90% of the entrained sediment is expected to be separated from nodules inside the collector vehicle and discharged by the collector vehicle on the seafloor settling back to the seafloor mostly within the mined area. The impact of the residual plume will depend on how quickly the smaller mobile sediment particles re-settle, how far they travel and how the resulting sedimentation impacts the benthic organisms. Less than 10% of entrained sediment that will likely evade separation inside the collector vehicle will be transported with nodules and seawater through the riser pipe to the surface production vessel where nodules are dewatered and residual water, sediment and nodules fines will be returned at a depth of 2,000 meters in the water column below the highly productive photic zone and the measured lower limit of diel vertical migration of zooplankton in the pelagic zone. Potential impacts from the mid-water sediment plume could include clogging of the delicate respiratory and filter-feeding structures of pelagic zooplankton species, such as jellyfish and krill. However, the mid-water discharge has been shown by the collector test to have very low solid particle concentration and quickly dilutes to close to background levels. According to a research paper on midwater sediment plumes published by researchers from the Massachusetts Institute of Technology (“MIT”) in Communications Earth & Environment in July 2021, entrained sediment from the return of seawater used for nodule transport dilutes to natural background levels within a few hundred meters of the outlet. This finding is supported by the monitoring results of the collector test completed by NORI in 2022.

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Our Strategic Positioning

We believe we are well-positioned to meet the expected U.S. demand for the critical metals contained in polymetallic nodules:

●Large seafloor nodule resource, aligned with U.S. national security and economic priorities: We are developing the world’s largest polymetallic nodule resource that could support globally significant operations— a resource large enough to one day potentially allow us to become the world’s largest producer of nickel and manganese, fourth largest producer of cobalt and a top10 producer of copper. The United States’ investment in strategic sectors (e.g., semiconductors, AI data centers, energy) and revitalization of the defense industrial base is expected to create multiple simultaneous drivers of demand for all four metals contained in our nodule resource. Today, all four metals contained in our nodule resource are on the U.S. Department of Interior’s “2025 List of Critical Minerals.” The United States is dependent on imports for 100% of its primary nickel, cobalt, and manganese and 46% for its primary copper. The size of our resource has the potential to eliminate U.S. dependence on foreign sources for nickel, cobalt and manganese and add significant additional copper.

●End-to-end U.S. control of supply chain: Our offshore activities can occur in international waters under U.S.-issued permits while our onshore processing and refining can be located in the United States or at its allies, potentially creating an integrated, secure U.S.-based chain insulated from foreign interference.

●Accelerated execution through partnerships: From the outset, our strategy has been to develop our projects through best-in-class partners. Offshore nodule collection is led by Allseas, with over 40+ years of deep-sea experience, a proven track record in pioneering technologies (including heavy-lift systems), a successful pilot of our collection technology, and status as our largest strategic investor. Onshore processing and refining is supported by multiple partners: PAMCO, an experienced Japanese operator of a nickel laterite smelting complex delivered a successful nodule calcining and smelting campaign at their industrial scale facilities in Hachinohe. Korea Zinc, the world’s largest non-ferrous smelting company with over 40+ years in direct-reduction smelters (DRS) and multi-metal refining, is a strategic investor and advisor on nickel refining technology and potential to adapt their DRS technology to smelting nodules and downstream intermediates. Mariana, a software-first mineral developer and operator with recent U.S. mineral-processing project experience, is part of TMC USA’s owner’s team focusing on AI-enabled project execution and operations aiming to fast-track permitting, construction, and commissioning while reducing operating costs of potential domestic facilities.

●Resilient project economics: Our high-grade resource is expected to place our projects at the bottom of the nickel cost curve, enabling economics that remain viable through commodity price cycles that challenge most other developers and producers.

●Better impact profile: Our approach is expected to deliver a differentiated impact profile on people and nature as compared to most land-based projects: no displacement of communities, manageable impacts on deep-sea ecosystems through environmentally informed technology innovation, near-zero solid waste processing and superior lifecycle outcomes.

Our Competitive Advantages

We believe we are better positioned than other domestic developers to provide a solution to the growing need for the critical metals contained in nodules due to several advantages:

●Abundant and high-grade resource unlike any other domestic U.S. project: Our estimated resource is larger and higher-grade than most other domestic U.S. projects of the same critical minerals on land (see table below). Offshore, several U.S. companies have applied to NOAA for seafloor nodule exploration licenses. None of these companies, however, have published standards-compliant resource statements and we believe it will likely be years before any of these companies will be in position to do so.

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U.S. Developers of Base Metals

●World-leading deep-sea research and Environmental Impact Assessment (EIA): We are the only company in the world to have completed a comprehensive seafloor-to-surface environmental baseline and impact assessment for offshore nodule collection operations. This assessment took 22 offshore campaigns spread over many years and required approximately $250 million in total investment. While learning from our experience and taking advantage of the more than 1 petabyte dataset we have generated will enable other American nodule companies to accelerate their EIA programs, considerable time and investment is required of these companies to baseline the marine environments in their chosen exploration sites and assess the impacts of their chosen offshore technology.

●Demonstrated offshore and onshore technology: We are the only company in the world to have demonstrated technology across the integrated project, from offshore nodule collection to onshore nodule processing and refining into marketable product formats. Nodule collection technology: In November 2022, together with our partner Allseas we completed a pilot mining test where approximately 4,500 tonnes of wet nodules were collected and more than 3,000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after the collector vehicle traversed over 80 kilometers of the seafloor in the NORI Area D, achieving a sustained production rate of 86.4 tonnes per hour with a prototype seafloor nodule collector vehicle. While several other companies have tested various seafloor collection machines, no other company has demonstrated an integrated nodule collection system since the 1970s. The 3,000-tonne nodule sample we collected made it possible to test our onshore processing technology at industrial scale. Nodule processing technology: In 2021, we successfully completed the calcining and smelting of nodules into a manganese silicate product and nickel-copper-cobalt alloy intermediate product, followed by conversion and sulfidation of the alloy into matte. Test work has been successfully conducted on all process stages with the generation of test quantities of battery-grade nickel and cobalt sulfates in April 2024 and June 2024, respectively. We believe a demonstration trial at PAMCO’s Hachinohe facilities in 2024 and 2025 using 2,000 tonnes of nodules collected during the 2022 mining pilot, further de-risked the project. In addition, PAMCO completed a feasibility study in June 2025 which concluded that processing nodules at the Hachinohe facility is technically feasible.

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●Execution ready: We are the only company in the world taking steps to be in a position to start offshore and onshore nodule production in the short-term. Offshore, we have focused on reducing our time to production by reusing existing offshore assets. In 2020, our partner Allseas acquired a drillship that was repurposed and classified as the world’s first deep-sea mining vessel. This vessel was used in the 2022 pilot mining test and is now being upgraded into a commercial scale system. Onshore, we have selected a nodule processing and refining flowsheet that relies on conventional equipment with an existing global supply chain, thereby eliminating the need to develop new, unproven custom-built equipment required by novel metallurgical processes. This approach enables us to repurpose existing facilities (e.g., RKEFs in Japan and Indonesia; nickel refineries in Norway, South Korea, Japan and Canada) and build potential new domestic facilities.

Exploration Contracts and Exploration License Applications

Our subsidiaries NORI and TOML hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ granted by the ISA pursuant to the international regulatory regime. Our subsidiary TMC USA has applied for exploration licenses for similar (but not identical) areas in the CCZ to NOAA pursuant to the U.S. regulatory regime.

NORI. NORI our wholly-owned subsidiary, holds exploration rights to four blocks (NORI Area A, B, C, and D, the “NORI Contract Area”) covering 74,830 square kilometers in the CCZ that were granted by the ISA in July 2011. NORI is sponsored by Nauru pursuant to a certificate of sponsorship signed by Nauru on April 11, 2011. In September 2017, Nauru and NORI entered into a sponsorship agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of nodules in the NORI Contract Area, which was revised in May 2025. In January 2026, NORI submitted an exploration contract extension request to the ISA, requesting a five-year extension to its exploration contract, which expires in July 2026. The NORI Area D is the seafloor parcel where we have performed the most resource definition and environmental work to date and is the area in which we declared mineral reserves in August 2025 pursuant to the NORI-D PFS. The remaining three areas of the NORI Contract Area are covered by the TOML and NORI IA also released in August 2025.

TOML. TOML our wholly-owned subsidiary which we acquired in March 2020, holds exploration rights to an area covering 74,713 square kilometers in the CCZ that were granted by the ISA in January 2012 (the “TOML Contract Area”). In 2008, Tonga and TOML entered into a sponsorship agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential collection of nodules in the TOML Contract Area, which was most recently revised in August 2025. TOML’s exploration contract expires on January 10, 2027 and TOML expects to submit an exploration contract extension request to the ISA in 2026, requesting a five-year extension. The TOML Contract Area is covered by the TOML and NORI IA released in August 2025.

TMC USA. In April 2025, TMC USA, our wholly owned subsidiary, submitted to NOAA under DSHMRA two exploration license applications covering 187,017 square kilometers in the CCZ, referred to as TMC USA-A and TMC USA-B, and one commercial recovery permit application covering 25,160 square kilometers in the CCZ, referred to as TMC USA-A. In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application covering the entire area of TMC USA-A of 65,187 square kilometers under NOAA’s consolidated review process. The consolidated application covers areas previously included in the April 2025 submissions. The areas of the TMC USA-A and TMC USA-B applications include the entirety of the NORI and TOML exploration contract area and some additional open ground within the CCZ which we believe is not subject to any competing title under international or domestic U.S. regime.

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These applications are currently under review by NOAA. There can be no assurance that NOAA will issue the requested exploration licenses or commercial recovery permit on a timely basis, on commercially viable terms, or at all.

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Business Strategy

Our contemplated business spans the entire lifecycle from the resource acquisition and definition stage through the collection and transportation phases offshore into the processing and refining of nodules onshore and finally in product marketing and offtake (and eventually recycling of end-of-life products containing nodule-derived metals). We develop our integrated nodule projects through deep strategic partnerships with leading offshore and onshore companies.

Our key strategic alliances include:

Allseas: Allseas, a leading global offshore contractor, developed and tested a pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022. The experience from the development and testing program of the pilot system combined with insights from our EIA program informed the design of upgrades and modifications of the pilot system into the commercial production system. Allseas continues to progress engineering work on these upgrades and modifications, so that we will be in a position to quickly commence commercial operations in a timely manner if we receive a commercial recovery permit from NOAA.

Glencore: Glencore International AG (Glencore) holds offtake rights to 50% of the NORI nickel and copper production. Glencore has the right to purchase from DeepGreen Engineering Pte Ltd, a 100% owned subsidiary of TMC (“DGE”) 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE.

Hatch and KPM: We have worked with engineering firm Hatch Ltd. (“Hatch”) and consultants Kingston Process Metallurgy Inc. (“KPM”) to develop a near-zero solid waste flowsheet while maximizing product-market fit of resulting production. The primary processing stages of the flowsheet from nodule to nickel-copper-cobalt (“NiCuCo”) alloy and matte intermediate were demonstrated as part of our pilot plant program at FLSmidth and Xpert Process Solutions, a Glencore company (“XPS”), facilities. The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated. The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities.

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PAMCO: In November 2022, we entered into a non-binding memorandum of understanding (“MoU”) with PAMCO of Japan under which PAMCO conducted a prefeasibility study of processing nodules in PAMCO’s Hachinohe facility, which is located on the coast in northern Japan and is equipped with port and processing infrastructure required to receive and process polymetallic nodules and to ship products to customers. Following the successful completion of the prefeasibility study in November 2023, we entered into a binding MoU with PAMCO under which PAMCO conducted a feasibility study of toll treating 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe facility. PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy.

The feasibility study confirmed operating parameters (e.g. tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications.

Korea Zinc: We partnered with Korea Zinc, a world leader in non-ferrous metal smelting, refining and precursor Cathode Active Material technology, to advance development activities in the United States. Korea Zinc and TMC are exploring opportunities to partner on several initiatives that include refining nodule-derived matte in Korea Zinc’s Ulsan All-In-One Nickel Refinery in South Korea, reusing Korea Zinc’s nickel refinery design for future nickel refinery in the United States, adapting Korea Zinc’s direct reduction smelting technology to smelting nodules and nodule-derived manganese silicate and potentially building a pCAM plant in the United States.

Mariana Minerals: In April 2025, we entered into a non-binding MoU with Mariana, an American software-first mineral developer and operator to explore the potential to accelerate the timeline of developing future metallurgical projects in the United States and reduce the operating costs of such facilities through deployment of AI-driven process controls. In 2025, Mariana developed a concept plan exploring the scope and project economics of building a nodule processing and refining facility in Brownsville, Texas. In March 2026, we signed a Strategic Partnership and Development Agreement. Pursuant to this agreement, Mariana is joining our owner’s team to develop a feasibility study for a potential nodule processing and refining facility in Brownsville, Texas.

Phased Project Development

On August 4, 2025, we released the NORI-D PFS, which declared the world’s first mineral reserves for a seafloor polymetallic nodule project demonstrating the project’s potential economic viability, and the TOML and NORI IA. The NORI-D PFS covers a portion of the area that is included in NORI’s ISA exploration contract and in TMC USA’s consolidated application for exploration license and commercial recovery permit under DSHMRA.

We believe that based on current regulatory timelines, we could receive a commercial recovery permit for TMC USA-A from NOAA within one year, commence the commissioning of the first commercial nodule collection system in the fourth quarter of 2027 and commence production during the current administration. We anticipate a phased ramp-up strategy, with production offshore commencing, using the Hidden Gem vessel which, subject to further modifications, is expected to be upgraded to a maximum capacity of 3.0 Mtpa of wet nodules, with the addition of another three (3) production vessels each collecting nominally 3.0 Mtpa to achieve approximately 12 Mtpa of wet nodules at steady state (expected 2031 through 2045).

To align offshore and onshore development schedules, our NORI-D PFS assumed nodules would be transported to PAMCO’s existing smelting facilities in Japan (1.3Mtpa years 1 through 5 only) and Indonesia (excess processing above 1.3Mwmtpa) for initial processing into nickel-cobalt- copper alloy/matte and manganese silicate. We then assumed that from year 6, 50% of matte production would be transported in stages from Indonesia to a new refining facility expected to be constructed in Texas, United States, increasing to 100% from year 10. Life of mine was estimated at 19 years.

TMC USA is evaluating alternative execution scenarios that would reduce the reliance on foreign processing by transporting polymetallic nodules directly to a fully integrated processing facility in the United States. Economics assessments of these scenarios are underway and will be used to inform the scope and timing of any subsequent feasibility study we prepare. There can be no assurances that any alternative strategy will be implemented or that the results of these assessments will result in changes to our development plan.

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Current Work Program

Following the publication by NOAA of new regulations introducing a consolidated application process in January 2026, our U.S. subsidiary, TMC USA, submitted a consolidated application to NOAA for an exploration license and a commercial recovery permit for polymetallic nodules in international waters of the CCZ. The application increased the commercial recovery area from ~25,000 to ~65,000 km2, with an estimated resource of 619 million tonnes (Mt) of wet nodules and a potential exploration upside of an additional 200 Mt. TMC USA was able to apply under NOAA’s new consolidated process because NOAA believes it can demonstrate the scientific, technical and financial capability to pursue commercial recovery activities expeditiously.

To reach our objective and initiate commercial production, we are working to: (i) refine our project economics, (ii) complete the development of and commission a commercial offshore nodule collection system, (iii) continue to assess the environmental, social and cultural impacts of offshore nodule collection, and (iv) secure existing foreign and/or develop new domestic U.S. onshore facilities to process collected polymetallic nodules into a manganese silicate product, an intermediate nickel-copper-cobalt matte product and end-products of nickel, cobalt and copper metal.

(i)Resource definition and project economics: Having completed a total of nine offshore resource definition campaigns, collected samples and completed subsea surveys for resource evaluation, we defined the size and quality of our resource in the NORI and TOML areas and, in August 2025, we released the NORI-D PFS and the TOML and NORI IA. From this work, both NORI and TOML have reported measured, indicated and inferred mineral resources in both the NORI and TOML ISA contract areas and, we made the world’s first declaration of probable mineral reserves for seafloor polymetallic nodules within the NORI-D ISA contract area. See Item 2 entitled “Properties” included in this Annual Report for additional information about these reported measured, indicated and inferred mineral resources and declared probable mineral reserves.

(ii)Offshore nodule collection system: We are working with our strategic partner and investor, Allseas, to complete the development and commission of a system to collect, lift and transport nodules from the seafloor to shore. The offshore collection system consists of nodule collector vehicles on the seafloor, a riser and lift system, a surface production support vessel and a surface nodule transfer vessel. The nodules are collected from the seafloor by self-propelled, tracked nodule collector vehicles using seawater jets aimed at nodules in parallel with the seafloor. No rock cutting, digging, drill-and-blast or other breakage is required at the point of collection. The collectors are remotely controlled and supplied with electric power via umbilical cables from the production support vessel, the Hidden Gem. To test the system and assess its environmental impacts, we entered into a contract with Allseas to undertake a pilot trial of the collection system in the NORI Area D, which was completed in November 2022. The successful completion of the pilot trial informed our exploration license and commercial recovery permit applications with NOAA. The surface production support vessel, the Hidden Gem, was acquired by Allseas in March 2020 and has strategic importance to us, since it supported the pilot trial and is now being upgraded to the first commercial production system. The vessel and collector system successfully completed trials in shallow and deepwater in the first half of 2022 prior to completing the collector test in NORI Area D in the fall of 2022, where approximately 4,500 tonnes of wet nodules were collected and more than 3000 tonnes of wet nodules were lifted 4.3 kilometers to the surface after traversing over 80 kilometers of the seafloor, achieving a production rate of 86.4 tonnes per hour.

As a result of the successful collector test, we believe that Allseas can complete the upgrade of the pilot nodule collection system, including the Hidden Gem, into the first production system, which we refer to as Production System #1 (“PV1”).

We continued to work with Allseas throughout 2025 with engineering studies progressing across the six major work packages: collector, vertical transport system, storage & offloading, control & automation, electrical & instrumentation, and flow assurance. Allseas supported our ongoing work to complete a pre-feasibility study and applications for our exploration licenses and commercial recovery permit to NOAA, including assistance in establishing cost estimates, schedules, and pre-feasibility study level engineering deliverables. Discussions continued regarding system design specifics and further cost considerations.

Further to the non-binding term sheet entered into in March 2022 with Allseas, we continue discussions with Allseas regarding the scope and timing of vessel upgrades and development (engineering and fabrication) of PV1. We anticipate reaching agreements with Allseas in 2026 on definitive contract terms for completing the development of PV1 (including preparation of the Hidden Gem and the first nodule collection system), commissioning and starting commercial production using PV1. We expect that the definitive agreement with Allseas will extend our exclusive use agreement with respect to the Hidden Gem.

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There can be no assurances, however, that we will enter into definitive agreements with Allseas in a particular time period, or at all, or on terms similar to those currently expected, or that if such definitive agreements are entered into that the PV1 nodule collection system will be successfully commissioned or operated.

(iii)Environmental Impact Statement for offshore nodule collection: An Environmental Impact Statement (“EIS”) is required to be produced as part of the NOAA application approval process. In preparation for the EIS, our Environmental Impact Assessment (EIA) programs consisted of over 100 studies and relied on the work of multiple independent deep-sea research institutions and expert consultants. In 2022, we undertook the collector test monitoring campaigns which included completion of pre-collector test baseline data collection, monitoring of the collector test and completion of post collection surveys to determine the immediate impact to the environment of the collector vehicle. The monitoring was undertaken using the Island Pride, a vessel contracted from Ocean Infinity Group Limited, deploying two remotely operated vehicles (“ROVs”), three autonomous underwater vehicles (“AUVs”) and an array of more than 50 seafloor sensors, supervised by multiple teams of scientists and sediment plume expert consultants, DHI Water and Environment Inc. and HR Wallingford who conducted a noise assessment. These campaigns commenced on July 15, 2022 and were completed on December 23, 2022, representing 146 operational days at sea. The preliminary plume results from the collector test have been shared with a wide range of stakeholders and presentations were conducted at the ISA during the fourth quarter of 2023. The results showed that the benthic plume behaves as a density current with most material staying within 2 meters of the seafloor and settling within 1 kilometer from the source.

In October 2023, we conducted an assessment of the benthic impact of the 2022 collector test in NORI Area D approximately 12 months post the collector test activities (“Campaign 8A”), which we believe will strengthen the quality of our EIS and Environmental Management and Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration in the collection test area. The key activities completed during Campaign 8A were box cores, multicores, benthic and covariance lander works, and megafauna and sedimentation survey around the test field area. The data collected during the campaign has been reviewed and we believe supports the commercial collection of seafloor nodules.

In early 2025, a multidisciplinary EIS workshop was held in Brisbane, Australia, bringing together the social performance and environmental teams to review findings, align methodologies, and strengthen integration across impact pathways.

Key external engagement during the year included presentation of preliminary SIA and CHIA findings at the International Association for Impact Assessment (“IAIA”) Conference in Italy, and presentation of the CHIA findings at the Underwater Mining Conference (“UMC”) in Florida, United States. These engagements provided an opportunity to share methodologies and emerging results with the international impact assessment and deepsea mining industry communities. The results are being incorporated into our broader EIS.

(iv)Onshore nodule processing and refining: With the support of engineering firm Hatch and consultants KPM, we have developed a near-zero solid waste flowsheet. The primary processing stages of the flowsheet from nodule to an Fe-NiCuCo alloy and subsequent NiCuCo matte intermediate were demonstrated as part of our pilot plant program at FLSmidth (FLS, calcining) and eXpert Process Solutions, a Glencore company (XPS, smelting, sulfidation and converting), facilities. The matte refining stages were tested at SGS Lakefield and the ability to produce high purity nickel and cobalt sulfates was demonstrated. The near-zero solid waste flowsheet is expected to serve as the basis for our onshore processing facilities. This flowsheet was tested at industrial scale during the PAMCO feasibility study completed in 2025 and PAMCO’s facilities remain under consideration as the venue for the initial processing of nodules. Following President Trump’s Executive Order 14285 encouraging various government agencies to support domestic U.S. processing of offshore minerals, we engaged Mariana to develop a concept study of the scope and economics of potential integrated nodule processing and refining facilities in the U.S. Following encouraging results and to support further development of prefeasibility and feasibility studies required for any government support, in 2025 we entered into exclusive negotiations with the Port of Brownsville, Texas for lease option over land in Brownsville, Texas, we believe could be suitable for domestic nodule processing and refining facilities. NORI-D PFS update is currently underway to reflect a domestic processing scenario.

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Summary of Mineral Resources

Below is a summary table of estimated mineral resources in NORI and TOML ISA contract areas as of December 31, 2025. The estimated mineral resources in these areas were determined on June 30, 2025, and also reflect the estimated mineral resources as of December 31, 2025, as none of the mineral resources in these areas were depleted by mining or any other activities. See Item 2 entitled “Properties” below for additional information about our estimated mineral resources. The NORI-D contract area is in the development stage and the other NORI and TOML contract areas are in the exploration stage. These resources are supported by the NORI-D PFS and the TOML and NORI IA.

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Summary Mineral Resources (exclusive of mineral reserves), In-Situ, at end of the fiscal year ended December 31, 2025 at 4kg/m2 abundance cut-off and based on nickel metal 20,295/t ($21,633/t nickel sulfate); copper metal 11,440/t; cobalt metal 56,117/t ($55,198/t cobalt sulfate); manganese in manganese silicate $5.46/dmtu Mn.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

​

​

​

​

​

​

​

​

Measured +

​

​

​

​

​

​

Measured mineral

​

Indicated mineral

​

indicated mineral

​

Inferred mineral

​

​ ​ ​

resources

​

resources

​

resources

​

resources

​

​ ​ ​

Million

​ ​ ​

​

​ ​ ​

Million

​ ​ ​

​

​ ​ ​

Million

​ ​ ​

​

​ ​ ​

Million

​ ​ ​

​

​

​

tonnes

​

Grades

​

tonnes

​

Grades

​

tonnes

​

Grades

​

tonnes

​

Grades

​

​

(wet)

​

(%)

​

(wet)

​

(%)

​

(wet)

​

(%)

​

(wet)

​

(%)

Ni

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NORI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NORI Area A

​

—

​

—

—

—

—

—

72

1.35

NORI Area B

​

—

​

—

—

—

—

—

36

1.43

NORI Area C

​

—

​

—

—

—

—

—

402

1.26

NORI Area D

​

4

1.4

261

1.4

265

1.4

10

1.4

TOML (Areas A to F)

​

3

1.33

70

1.3

73

1.3

696

1.3

Total

​

7

1.4

331

1.4

338

1.4

1,216

1.3

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cu

​

​

​

​

​

​

​

​

​

NORI

​

​

​

​

​

​

​

​

​

NORI Area A

​

—

​

—

—

—

—

—

72

1.06

NORI Area B

​

—

​

—

—

—

—

—

36

1.13

NORI Area C

​

—

​

—

—

—

—

—

402

1.03

NORI Area D

​

4

1.2

261

1.1

265

1.1

10

1.1

TOML (Areas A to F)

​

3

1.0

70

1.2

73

1.2

696

1.1

Total

​

7

1.1

331

1.1

338

1.1

1,216

1.1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Co

​

​

​

​

​

​

​

​

​

NORI

​

​

​

​

​

​

​

​

​

NORI Area A

​

—

​

—

—

—

—

—

72

0.22

NORI Area B

​

—

​

—

—

—

—

—

36

0.25

NORI Area C

​

—

​

—

—

—

—

—

402

0.21

NORI Area D

​

4

0.13

261

0.14

265

0.14

10

0.12

TOML (Areas A to F)

​

3

0.2

70

0.2

73

0.2

696

0.2

Total

​

7

0.16

331

0.15

338

0.15

1,216

0.19

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mn

​

​

​

​

​

​

​

​

​

NORI

​

​

​

​

​

​

​

​

​

NORI Area A

​

—

​

—

—

—

—

—

72

28

NORI Area B

​

—

​

—

—

—

—

—

36

28.9

NORI Area C

​

—

​

—

—

—

—

—

402

28.3

NORI Area D

​

4

32

261

31

265

31.2

10

31

TOML (Areas A to F)

​

3

27.6

70

30.3

73

30.2

696

29

Total

​

7

30.1

331

30.9

338

31.0

1,216

28.7

Note: Tonnes are quoted on a wet basis and grades are quoted on a dry basis, which is common practice for bulk commodities. Moisture content was estimated to be 24% w/w for NORI Areas A, B, C and 28% w/w for TOML and NORI Area D. These estimates are presented on an undiluted basis without adjustment for resource recovery.

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Table of Contents

The TOML and NORI IA is a conceptual study of the potential viability of TOML’s and portions of NORI’s mineral resources. This initial assessment indicates that development of the NORI mineral resource is potentially technically viable; however, due to the preliminary nature of project planning and design, and the untested nature of the specific seafloor production systems at a commercial scale, economic viability has not yet been demonstrated. Mineral resources were also reported in the NORI-D PFS for the NORI-D contract area.

The TOML and NORI IA does not include the conversion of mineral resources to mineral reserves.

You are specifically cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves, as defined by the SEC. You are also cautioned that mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized. Under SEC rules set forth in subpart 1300 of Regulation S-K (the “SEC Mining Rules”), estimates of inferred mineral resources may not form the basis of an economic analysis supporting mineral reserves. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. Approximately 97% of the NORI Area D mineral resource and approximately 7% of the NORI Areas A, B and C and 10% of the TOML mineral resource are categorized as measured or indicated.

Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

Summary of Mineral Reserve

Below is a summary table of estimated mineral reserves in the NORI D ISA contract area as of December 31, 2025. The estimated mineral reserves in this area were determined on June 30, 2025, and also reflect the estimated mineral reserves as of December 31, 2025, as none of the mineral reserves in this area were depleted by mining or any other activities. See Item 2 entitled “Properties” below for additional information about our estimated mineral reserves. The NORI-D contract area is in the development stage. These mineral reserves are supported by the NORI-D PFS.

Summary Mineral Reserves at end of the fiscal year ended December 31, 2025 based on nickel metal $20,295/t ($21,633/t nickel sulfate); copper metal $11,440/t; cobalt metal $56,117/t (55,198/t cobalt sulfate); manganese in manganese silicate $5.45/dmtu Mn.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Proven Reserve

​

Probable Reserve

​

Total Reserve

​

​

Million

​

​

​

Million

​

​

​

Million

​

​

​

​

tonnes

​

Grades

​

tonnes

​

Grades

​

tonnes

​

Grades

​

​ ​ ​

(wet)

​ ​ ​

(%)

​ ​ ​

(wet)

​ ​ ​

(%)

​ ​ ​

(wet)

​ ​ ​

(%)

Ni

​

​

​

​

​

​

NORI Area D

—

—

51

1.4

51

1.4

​

​

​

​

​

​

​

​

​

​

​

​

​

Cu

​

​

​

​

​

​

NORI Area D

—

—

51

1.1

51

1.1

​

​

​

​

​

​

​

​

​

​

​

​

​

Co

​

​

​

​

​

​

NORI Area D

—

—

51

0.13

51

0.13

​

​

​

​

​

​

​

​

​

​

​

​

​

Mn

​

​

​

​

​

​

NORI Area D

—

—

51

31

51

31

Notes:

1. Mineral reserve estimated in Initial Mining Area (as defined in the NORI-D PFS) only with 1,000-meter buffers for the lease and seamounts.

2. Measured and indicated mineral resources are converted to probable mineral reserves.

3. Grades are quoted on a dry basis.

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Table of Contents

4. Zero abundance cut-off used, with nodules <4 kg/m2 used to define the mineral resource included as dilution to generate viable mining blocks.

5. Moisture content assumed to be 28% (mass of solid/(mass of solid + mass of water).

6. Nodule recovery by the Collector is estimated as 77% for Type 1 and 62% for Type 2 and 3 nodules.

7. Metallurgical recovery to sulfate is estimated as 94.6% Ni, 77.2% Co and 86.2% Cu, and to matte is 94.8% Ni, 77.5% Co, 86.4% Cu and for

8. 9% for Mn.

9. Rounding estimates to two significant figures may result in computational discrepancies.

The Initial Mining Area described in the NORI-D PFS which was converted to mineral reserves contains approximately 25% of the NORI Area D mineral resource and conversion of mineral resources to mineral reserves is approximately 57%.

The mineral reserves are classified by the qualified persons as Probable mineral reserve, due to:

●the lack of operating experience with the nodule collection system proposed for NORI Area D to confirm production rates, nodule recovery assumptions, field efficiencies, and operating and capital cost parameters.

●the lack of other commercial nodule operations to confirm the reasonableness of mine planning parameters, modifying factors and mine plan outcomes; and

●the lack of commercial recovery permit terms and conditions issued by NOAA governing nodule collection operations with which our operations need to comply.

The mineral reserves presented above are derived from the NORI-D PFS. The mineral reserves are reported in accordance with Subpart 1300 of SEC Regulation S-K. The mineral reserves are based on a mine plan and economic analysis that assume the receipt of all required regulatory approvals, including exploration licenses and commercial recovery permits under DSHMRA, as well as any required environmental and onshore processing permits. The mineral reserve estimates incorporate modifying factors including mining, metallurgical, processing, economic, marketing, legal, environmental, infrastructure and governmental considerations. Because commercial-scale polymetallic nodule collection has not yet been undertaken, production rates, nodule recovery assumptions, field efficiencies and operating parameters are based on pilot testing, engineering studies and prefeasibility-level analysis, and actual results may differ materially as commercial operations are developed. In addition, the pre-feasibility study included in the NORI-D PFS indicated that the development of NORI Area D is technically and economically viable. The pre-feasibility study, however, does not represent a feasibility study and does not support a development decision, as additional project planning and design are needed to make this decision. The NORI-D PFS also does not include the conversion of all mineral resources included in NORI Area D to mineral reserves and does not include the conversion of any mineral resources to proven mineral reserves. You are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves or that probable mineral reserves will ever be upgraded to proven mineral reserves. Until mineral deposits are actually mined and processed, mineral resources and mineral reserves must be considered as estimates only.

Collection and Processing of Polymetallic Nodules

Collection, Transfer and Shipping

We are planning a phased development in the area covered by our consolidated application for TMC USA-A. Polymetallic nodules would be collected using offshore collection systems, comprising of nodule collector vehicles on the seafloor, a riser and lifting system (RALS) in the water column, and a production support vessel on the surface. To maintain productivity of the production vessel, nodules are expected to be recovered from the hold of the production vessel using materials handling conveyors and discharged to a dynamically positioned transfer vessel with an expected 50,000 tonne capacity. We believe that this activity can be performed while the production vessel is simultaneously conducting collection operations. The transfer vessel is expected in turn to load bulk carriers using a similar materials handling system to that of the production vessel. The bulk carriers will ship the nodules to onshore processing facilities.

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Through our strategic partnership with Allseas, a former drillship vessel (the Hidden Gem) acquired by Allseas in March 2020 has been converted, modified and has delivered a pre-production collector test in which a collector vehicle, RALS and other systems have been tested. If we obtain a commercial recovery permit, the first phase of commercial production (“Initial Mining Area”) would then be expected to commence after the Hidden Gem has been upgraded to become a production support vessel that can produce up to 3 Mtpa (wet) of nodules.

​

Illustration of a polymetallic nodule production system operated at 4 kilometers depth

​

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Table of Contents

In order to test the collection system, we entered into a contract with Allseas to undertake a pre-production collector test, which was successfully completed in the second half of 2022. We expect that the Initial Mining Area commercial recovery would then commence after the upgrading of the Hidden Gem into a production vessel. If we obtain a commercial recovery permit, we expect to commence the Initial Mining Area collection at a rate of 1.3 Mtpa increasing in staged increments to up to 3.0 Mtpa of wet polymetallic nodules. We believe that a fleet of four production vessels, each with multiple dedicated nodule collector vehicles, could be estimated to produce approximately 12 Mtpa of wet nodules at steady state (expected 2030-2045), which we intend to process, either at a new facility to be constructed by us or by potential processing partners, subject to available capital, or at third-party facilities pursuant to a toll treatment model.

We believe that this phased approach to development allows for proper management of risk and for progressive improvement of engineering and operating systems. The intention is to implement the project in multiple phases that will allow the offshore collection systems to be tested and then polymetallic nodule production to be gradually ramped- up. We believe that this approach will de-risk the project for a relatively low initial capital investment while retaining operational options, particularly in relation to logistics, to decrease unit operating cost as production is scaled up. Additionally, this phased development will allow for an adaptive approach to environmental management providing learning at small-scale which would be applied as production increases in scale.

Mineral Processing and Refining and Metallurgical Testing

Pyrometallurgical processing of polymetallic nodules has been extensively studied since the early 1970s.

From an early stage, we have recognized that processing represents a key to potentially commercializing seafloor polymetallic nodules and to becoming a low-cost producer of nickel, manganese, copper and cobalt products. Moreover, we believe that there is a commercial advantage in positioning ourselves as a leader in the onshore processing of seafloor polymetallic nodules.

To this end, we have worked extensively with leading metallurgical testing service providers with technical support from engineering consultancy Hatch to develop pyrometallurgical processing and hydrometallurgical refining technologies for the production of critical metals feedstocks from nodules. We have developed a near-zero solid waste flowsheet and have executed a metallurgical testing program consisting of multiple phases. The pyrometallurgical processing phases at bench and pilot scales have been completed at KPM, FLSmidth and XPS facilities. A bench scale hydrometallurgical program was completed in 2024 at SGS facilities in Lakefield, Ontario. Pursuant to an engineering and consulting services agreement, Hatch provided support and technical advice during the development of the pilot test program, including analyzing and interpreting the testing results through reports provided by the testing service providers.

We expect that the processing of the polymetallic nodules from the TMC USA-A area would also be ramped up in phases. This plan includes initially toll treating polymetallic nodules at existing RKEF plants, utilizing existing excess industry capacity. We believe that there is significant interest to deploy underutilized RKEF plants which may now have increased capacity capabilities as a result of the Indonesian government nickel laterite ore export ban restricting supply of the nickel laterite feedstock that they have previously utilized. These RKEF plants were originally built to convert nickel laterite to ferro-nickel alloy or nickel pig iron and could potentially be converted to smelt polymetallic nodules.

PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy. The feasibility study confirmed operating parameters (e.g. tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications.

In parallel with exploring foreign processing options, we are also exploring the feasibility of building domestic U.S. integrated facilities for nodule processing and refining in Brownsville, Texas.

​

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Table of Contents

Strategic Alliances and Key Commercial Agreements

Allseas Agreements

On March 29, 2019, we entered into a Strategic Alliance Agreement with Allseas, whereby the parties will conduct project development of an integrated offshore nodule collection system for use by our subsidiaries. The Strategic Alliance Agreement also contemplated that the parties would enter into other commercial arrangements following the successful completion of the pilot trials of a pilot mining test system (“PMTS”) in the CCZ.

The Strategic Alliance Agreement was subsequently amended and, except as provided pursuant to its terms, Allseas may not, without our prior written consent, terminate the Strategic Alliance Agreement before we receive a commercial recovery permit.

On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. We are working with Allseas in the design and implementation of this system.

In addition, in August 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the Hidden Gem to us in support of the development of PV1 until the system is completed or December 31, 2026, whichever is earlier.

We anticipate reaching agreements with Allseas in 2026 on definitive contract terms for both the completion of the development of PV1 (including preparation of the Hidden Gem and the first nodule collection system), and for initial commercial nodule production. We expect that the definitive agreement with Allseas will extend our exclusive use agreement with respect to the Hidden Gem. There can be no assurances, however, that we will enter into definitive agreements with Allseas contemplated by the non-binding term sheet in a particular time period, or at all, or on terms similar to those set forth in the non-binding term sheet, or that if such definitive agreements are entered into by us that the proposed commercial systems and second production vessel will be successfully developed or operated in a particular time period, or at all.

Offtake Agreements

On May 25, 2012, our wholly-owned subsidiary, DGE, and Glencore, entered into a copper offtake agreement and a separate nickel offtake agreement (together, the “Glencore Offtake Agreements”), pursuant to which Glencore has the right to purchase from DGE 50% of the annual quantity of copper material and 50% of the annual quantity of nickel material produced by DGE from ore derived from the NORI Contract Area at a processing plant directly owned or controlled by DGE. Pursuant to the Glencore Offtake Agreements, for London Metal Exchange (“LME”) Codelco registered Grade “A” copper cathodes, the delivered price is the official LME Copper Grade “A” Cash Settlement quotation as published in the London Metal Bulletin averaged over the month of shipment or the following month at Glencore’s choice, plus the official long-term contract premium as announced annually by Codelco, basis CIF Main European Ports (Rotterdam, the Netherlands). For LME Registered Primary Nickel, the delivered price is the official LME Primary Nickel Cash Settlement averaged over the month of shipping or the following month at Glencore’s choice. For other copper-bearing material and other nickel-bearing material, the parties shall agree a price annually for the forthcoming calendar year on the basis of prevailing market prices for such copper products and such nickel products. The Glencore Offtake Agreements are for the life of the NORI Contract Area, and either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate either agreement by giving 12 months’ prior written notice. The Glencore Offtake Agreements do not extend to any other of our entities in the event other entities are the ultimate processing owners for metal products. The Glencore Offtake Agreements only apply with respect to metals processed and developed from the NORI areas that are processed by a facility owned or controlled by DGE and do not apply to other projects (including TOML). Concurrent with entering into the Glencore Offtake Agreements, Glencore made an equity investment of $5 million into our Company.

​

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Table of Contents

Binding MoU with PAMCO

In November 2022, we entered into a non-binding MoU with PAMCO of Japan under which PAMCO conducted a prefeasibility study of processing nodules in PAMCO’s Hachinohe facility, which is located on the coast in northern Japan and is equipped with port and processing infrastructure required to receive and process polymetallic nodules and to ship finished products to customers. Following the successful completion of the prefeasibility study, in November 2023, we entered into a binding MoU with PAMCO under which PAMCO conducted a feasibility study to toll treat 1.3 million tonnes of wet polymetallic nodules per year at its Hachinohe facility. PAMCO completed the feasibility study in June 2025 after successfully processing 2000t of wet nodules to produce Mn silicate product and nickel-copper-cobalt alloy. The feasibility study confirmed operating parameters (e.g. tapping temperatures and dusting rates) and product specifications for PAMCO’s dedicated production line and defined the scope and execution plan for required equipment modifications. The parties are using the results of the feasibility study to finalise a definitive nodule tolling agreement.

There can be no assurance that we will enter into a definitive strategic alliance with PAMCO in a particular time period, or at all, or on terms similar to those set forth in the binding MoU, or that if a definitive strategic alliance is entered into by us or that the existing facility will be able to successfully process nodules in a particular time period, or at all.

Korea Zinc partnership

On June 16, 2025, we announced a partnership with Korea Zinc, a world leader in non-ferrous metal refining and precursor Cathode Active Material technology, to advance development activities in the United States. We are working with Korea Zinc to explore opportunities to partner on several initiatives that include refining nodule-derived matte in Korea Zinc’s Ulsan All-In-One Nickel Refinery in South Korea, reusing Korea Zinc’s nickel refinery design for future nickel refinery in the United States, adapting Korea Zinc’s direct reduction smelting technology to smelting nodules and nodule-derived manganese silicate and potentially building a pCAM plant in the United States.

The announcement was followed with a strategic investment by Korea Zinc of approximately $85.2 million in TMC through the purchase of common shares and warrants in a private placement.

Mariana Minerals partnership

On March 19, 2026, we signed a Strategic Partnership Agreement with Mariana focusing on the potential development of the nodule processing and refining facility in the Port of Brownsville, Texas as part of our owner’s team. Mariana brings an AI, software-first approach to the permitting, construction and operation of critical mineral projects: fast-tracked capital project execution, which enabled Tesla to build its Lithium plant in Texas in less than 20 months and is core to how SpaceX and other cutting edge businesses operate, can be even further accelerated via a software-first approach and offers a faster, more modern pathway to re-industrialization.

Competition

Terrestrial metals production is capital intensive and competitive. Production of nickel, cobalt and manganese alloys is largely dominated by Chinese or Chinese-funded competitors. Additionally, Chinese resources firms have historically been able to produce minerals and/or process metals from land-based operations in developing countries across the globe (e.g., cobalt in the DRC, nickel in Indonesia and the Philippines) at relatively low costs due to scale, efficiency and regulatory factors, including less stringent environmental and social regulations and lower labor and benefit costs.

​

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Table of Contents

The Executive Order 14285 in April 2025, generated significant interest in the US regulatory regime and over ten exploration applications have been submitted to NOAA. Additionally, the United States has received interest to explore for deepsea minerals within its exclusive economic zone. In addition to the two contracts held by our subsidiaries, 17 other entities (ISA Member States and private companies sponsored by ISA Member States) currently hold ISA Exploration Contracts for polymetallic nodules in the CCZ, Western Pacific and Indian Ocean Basin. If and when ISA nodule contractors and current NOAA nodule applicants move into the commercial recovery phase, each of these companies could become a potential competitor with respect to the collection of polymetallic nodules and the production of nickel, manganese, copper and cobalt products. Furthermore, several nation-states are working on developing polymetallic nodule resources inside their Exclusive Economic Zones (“EEZs”), with the Cook Islands granting three exploration contracts for polymetallic nodules in February 2022, India announcing an auction of polymetallic nodule exploration tenements in 2024 and a large polymetallic nodule deposit was discovered in the Japanese EEZ in mid-2024, with further exploration and test mining since then, including a successful test mining trial in 2026 to collect seafloor mud containing REEs. Further, in March 2026, the United States and Japan unveiled a new critical minerals action plan aimed at strengthening critical mineral supply chain resilience, and a core component of the plan is a Memorandum of Cooperation to “accelerate joint research and development and industry cooperation on commercially-viable development of deep-sea critical minerals resources.”

Beyond polymetallic nodules, nations like Japan, Papua New Guinea, Brazil, India, Oman and the Kingdom of Saudi Arabia are exploring other types of deep-sea resources containing some of the metals contained in polymetallic nodules. There is increasing competition from new and existing marine mineral companies for the availability of marine exploration and support vessels, related marine equipment and specialized personnel, desirable exploration areas, suitable offshore collection and onshore processing equipment, and available capital. Some of our competitors may equally find more promising resources, identify or develop more economic technologies, enter into strategic partnerships that constrain our optionality, or may develop novel methods to collect nodules from the seafloor or process nodules into metals that are more economic than we currently contemplate.

Laws and Regulations

U.S. Regulatory Regime – Deep Seabed Hard Mineral Resources Act (DSHMRA)

The United States is not a party to the United Nations Convention on the Law of the Sea (UNCLOS) and is not a member of the ISA.

DSHMRA, establishes a domestic legal regime for U.S. citizens to explore for and commercially recover hard mineral resources from the seabed in areas beyond U.S. national jurisdiction. DSHMRA affirms that deep-sea mining is a lawful freedom of the high seas, subject to a duty of reasonable regard to the interests of other states in their exercise of those and other freedoms recognized by the general principles of international law, and provides a regulatory structure administered by NOAA, an agency under the U.S. Department of Commerce. NOAA’s implementing regulations detail the criteria and conditions for issuance of deep seabed exploration licenses and commercial recovery permits to U.S. citizens, including any individual, corporation, or other entity organized under the laws of a U.S. state or territory.

The purpose of DSHMRA is to promote the development of seabed minerals by U.S. citizens while ensuring environmental protection, avoidance of conflict with other high seas uses, and consistency with international law. Before any license or permit is issued, NOAA must determine that the proposed activities meet a series of statutory requirements, including that the activity: (i) will not unreasonably interfere with the lawful use of the high seas by other states; (ii) is consistent with U.S. foreign policy and international obligations; (iii) does not create a risk to international peace and security; (iv) is not expected to result in significant adverse environmental effects; and (v) does not pose undue risk to life or property at sea. These findings reflect NOAA’s mandate of advancing U.S. commercial interests in seabed minerals while minimizing environmental and diplomatic risk.

We believe NOAA has historically adopted a cautious and science-based regulatory posture under DSHMRA, coordinating with other U.S. federal agencies and supporting environmental studies to inform future decisions. In the 1980s and 1990s, the United States entered into reciprocal recognition arrangements with other nations with similar domestic seabed mining laws, helping avoid overlapping claims prior to the establishment of the ISA. Once the ISA became operational in the 1990s, most reciprocating states transitioned to the UNCLOS/ISA system. The United States, however, remains outside that framework. NOAA is not restricted under DSHMRA from issuing licenses or permits over areas that are also subject to ISA contracts.

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Exploration licenses under DSHMRA grant exclusive rights to conduct technical studies in a defined area and are issued for ten-year terms, subject to extension. Commercial recovery permits authorize full-scale extraction for a period of 20 years with option to extension and are subject to enhanced environmental and operational requirements. To date, NOAA has issued exploration licenses over four areas. Two of these licenses (USA-1 and USA-4) remain active and are currently held by Lockheed Martin. These licenses have been renewed until 2027 in accordance with DSHMRA’s statutory provisions, which require NOAA to grant extensions if the licensee has substantially complied with license terms. NOAA has not issued any commercial recovery permits under DSHMRA as no U.S. citizen had applied for a commercial recovery permit prior to TMC USA.

The certification process includes an interagency consultation with other U.S. government departments (including the Department of State, the Department of War, and the Environmental Protection Agency). Following certification, an Environmental Impact Statement, or EIS, is expected to be prepared under NEPA, and a public comment period will be provided. Following the public comment period, NOAA will determine whether to issue the requested licenses and permit, and if so, under what terms and conditions. All licenses and permits issued under DSHMRA are subject to oversight, periodic reporting, and potential suspension or revocation for noncompliance or unforeseen environmental harm.

DSHMRA and its implementing regulations do not include a statutory deadline for application review. However, the Executive Order signed by President Trump on April 24, 2025, directs the Commerce Secretary to implement an expedited permitting process under DSHMRA.

DSHMRA requires that all mining vessels and at least one transport vessel are U.S. flagged. TMC USA will ensure all vessels contracted for commercial recovery comply with relevant laws pertaining to vessel standards and crew safety. DSHMRA also requires that recovered minerals be processed in the United States unless a waiver is granted, in which case the permittee is required to provide assurances that processed materials are returned to the United States. We are currently evaluating U.S.-based vessel and processing options to satisfy this requirement as well as working with Japan and South Korea-based supply chain to ensure processed materials can be returned to the United States in the event the permit to process outside the United States is granted for an initial period. If necessary, we expect to seek a waiver based on the statutory criteria and applicable regulations.

DSHMRA establishes a domestic U.S. legal framework for the issuance of:

●exploration licenses for the exploration of deep seabed hard mineral resources; and

●commercial recovery permits for the recovery, processing and sale of such resources.

NOAA implemented regulations governing exploration licenses in 1981 and commercial recovery permits in 1989. In 2026, NOAA adopted a consolidated application and review process that allows applicants to submit consolidated exploration license and commercial recovery permit applications for review under a unified procedural framework.

To date, NOAA has not issued a commercial recovery permit for polymetallic nodules.

Exploration License Regulations

Under regulations governing exploration licenses, NOAA may issue exploration licenses to qualified applicants authorizing exploration activities within a defined license area.

An exploration license application must include, among other items:

●a description of the proposed exploration area;

●a detailed exploration plan;

●a description of the technologies to be used;

●an environmental baseline description and monitoring plan;

●an assessment of potential environmental impacts; and

●financial and technical capability information.

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Exploration licenses are issued for an initial term of up to ten years and may be subject to renewal. Licensees are required to comply with reporting obligations, environmental monitoring requirements and operational conditions imposed by NOAA.

Commercial Recovery Permit Regulations

Under regulations governing commercial recovery permits, NOAA may issue commercial recovery permits authorizing the recovery and processing of deep seabed hard mineral resources from a defined permit area.

A commercial recovery permit application must include:

●a detailed mining plan describing the proposed commercial recovery system;

●an EIS prepared in accordance with the National Environmental Policy Act (“NEPA”);

●an environmental monitoring and mitigation plan;

●a description of processing and transportation arrangements;

●financial responsibility documentation; and

●information demonstrating technical and operational capability.

Commercial recovery permits may be issued for up to 20 years and may be subject to renewal.

Environmental Review and National Environmental Policy Act

Both exploration licenses and commercial recovery permits are subject to environmental review under NEPA.

For commercial recovery permits, NOAA must prepare an EIS evaluating the reasonably foreseeable environmental impacts of the proposed action, alternatives, and mitigation measures. The EIS process includes public scoping, preparation of a draft EIS, public comment, preparation of a final EIS, and issuance of a final record of decision.

Exploration licenses may require either an environmental assessment or an EIS, depending on the scope and potential impacts of the proposed activities. Applicants for exploration licenses and commercial recovery permits must submit environmental analyses describing baseline environmental conditions, potential impacts of proposed activities, and measures to avoid or mitigate significant adverse environmental effects. In addition, NOAA prepares EISs for both exploration license and commercial recovery permit decisions. NOAA may impose permit terms and conditions requiring the use of best available technologies to minimize environmental impacts, environmental monitoring and reporting, and operational measures designed to protect marine ecosystems. Licenses and permits may be denied or modified if activities are expected to cause significant adverse environmental effects that cannot be mitigated.

Other U.S. Laws and Regulations

In addition to the permitting required under DSHMRA and environmental reviews under NEPA, we will be subject us to a complex regulatory system in the United States which we are in the initial stages of analyzing to determine applicability and how compliance will impact our development plans and potential commercial operations.

United Nations Convention on the Law of the Sea (UNCLOS)

The Area is defined as the seabed and subsoil beyond the limits of national jurisdiction (UNCLOS Article 1).

The principal policy documents governing the Area, including the CCZ, include:

●United Nations Convention on the Law of the Sea, of December 10, 1982 (“UNCLOS”); and

●1994 Agreement relating to the Implementation of Part XI of the United Nations Convention on the Law of the Sea of December 10, 1982 (the “1994 Implementation Agreement”).

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UNCLOS deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes.

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Part XI of UNCLOS and the 1994 Implementation Agreement deal with mineral exploration and collection in the international seabed, known as the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually collection of resources. UNCLOS became effective on November 16, 1994. A subsequent agreement relating to the implementation of Part XI of UNCLOS was adopted on July 28, 1994 and became effective on July 28, 1996. The 1994 Implementation Agreement and Part XI of UNCLOS are to be interpreted and applied together as a single instrument. As of March 2026, UNCLOS had been signed by 171 States (countries) and the European Union.

International Seabed Authority

Overview

The ISA is an autonomous international organization established under UNCLOS and the 1994 Implementation Agreement to organize and control activities in the Area, particularly with a view to administering and regulating the development of the resources of the Area, in accordance with the legal regime established under UNCLOS and the 1994 Implementation Agreement. In so doing, the ISA has the mandate to regulate all mineral related activities in the Area for the benefit of humankind and ensure the effective protection of the marine environment from harmful effects that may arise from deep-seabed related activities. The ISA is comprised of UNCLOS State Parties, 171 Member States, and the European Union. All parties to UNCLOS are members of the ISA. Two principal organs establish the policies and govern the work of the ISA: the Assembly, where all 172 members are represented (the “Assembly”), and a 36-member council elected by the Assembly (the “Council”). The Council has two advisory subsidiary bodies: the Legal Technical Commission (“LTC”) (41 members), which advises the Council on matters relating to the exploration and collection of non-living marine resources, such as polymetallic nodules, polymetallic sulphides and cobalt-rich ferromanganese crusts, and the Finance Committee (15 members), which deals with budgetary and related matters.

All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and exploitation of marine mineral resources are issued within a general legal framework established by UNCLOS and the 1994 Implementation Agreement. To date, the ISA has issued the following regulations (https://isa.org.jm/the-mining-code/exploration-regulations/):

●The Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (adopted July 13, 2000, as amended in 2013 and 2014; the Regulations).

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●The Regulations on Prospecting and Exploration for Polymetallic Sulphides (adopted May 7, 2010).

●The Regulations on Prospecting and Exploration for Cobalt-Rich Ferromanganese Crusts in the CCZ (adopted July 2012).

No commercial polymetallic nodule collection operations have started anywhere in the world. Currently, ISA exploration activities are aimed at gathering the necessary information on the location, quality and quantity of the minerals of the seabed as well as collecting the necessary environmental and social baseline information. To date, the ISA has approved 17 contracts in the CCZ for exploration of nodules, one in the Indian Ocean and one in the Western Pacific Ocean covering more than 1.35 million square kilometers of the seabed. This represents 0.3 percent of the world’s oceans seafloor. Twelve of these contracts are sponsored by developing countries (including the sponsors of our subsidiaries NORI — Nauru, and TOML — Tonga). Thirteen countries and one intergovernmental consortium currently have contracts for the exploration of polymetallic nodules, seven countries have contracts for the exploration of polymetallic sulphides, and five countries have contracts for the exploration of cobalt-rich ferromanganese crusts. To date, no exploitation contracts for extracting minerals from the seafloor within the CCZ have been granted.

The ISA has been working since 2014 to complete the development of a legal framework to regulate the commercialization of mineral development activities but to date has been unable to complete its work.

The exploitation regulations will create the legal and technical framework for collection and related operations. Finalization of the exploitation regulations remains subject to the decision of the members of the ISA. Final exploitation regulations must be adopted by the Council. The ISA was targeting to finalize these regulations by July 2020 but did not complete its work. At its July 2023 28th Session meeting, the Council adopted a decision with a view to adopt final exploitation regulations during the 30th ISA session in 2025 but once again failed to finalize and adopt the regulations. There is currently no timeline or target agreed to by the ISA Council for the adoption of the exploitation regulations.

Section 1, paragraph 15 of the 1994 Implementation Agreement allows a member state whose national intends to apply for approval of a plan of work for exploitation to notify the ISA of such intention. This notice obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state.

On June 25, 2021, Nauru submitted its notice to the ISA requesting that it complete the adoption, by July 9, 2023, of rules, regulations and procedures necessary to facilitate the approval of plans of work for exploitation in the Area. The ISA did not complete the adoption of the rules, regulations and procedures by July 9, 2023, as required.

In the absence of the ISA exploitation regulations, standards and guidelines, NORI and TOML have not been able to apply for an exploitation contract from the ISA (“ISA Exploitation Contract”) to commence commercial-scale polymetallic nodule collection in the CCZ under UNCLOS.

It is unclear when the ISA will adopt the exploitation regulations and any necessary rules, regulations and procedures to facilitate the approval of a plan of work for exploitation, there can be no assurances that the adoption of these regulations will not be delayed or paused as a result of the actions of ISA member States. The Draft Exploitation Regulations and some supporting standards and guidelines exist, but there remains uncertainty regarding the final form that these will take as well as the impact that such regulations, standards and guidelines will have on NORI and TOML’s ability to begin commercial operations.

Pursuant to Section 1, paragraph 15(c) of the 1994 Implementation Agreement, if the ISA Council has not completed the adoption of such regulations within the prescribed time and an application for approval of a plan of work for exploitation is pending, the ISA shall nonetheless consider and provisionally approve such a plan of work for exploitation based on: (i) the provisions of the UNCLOS; (ii) any rules, regulations and procedures that the ISA may have adopted provisionally, (iii) the basis of the norms contained in the UNCLOS and (iv) the terms and principles contained in the Agreement relating to the Implementation of Part XI, including the principle of non-discrimination among contractors. There can be no assurance that the ISA will provisionally approve our plan of work once submitted or that such provisional approval would lead to the issuance of an exploitation contract by the ISA.

Pursuant to Article 165(2)(b) of the Convention and Paragraph 11(a) of the 1994 Agreement, an application for a Plan of Work is first reviewed by the LTC and a recommendation concerning the approval of the Plan of Work is submitted by the LTC to the Council. Rule 44 of the LTC’s Rules of Procedure requires decision making by consensus. If all efforts to reach consensus have been exhausted, however, then a decision by voting shall be taken by a majority of members present and voting.

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If a positive recommendation is submitted by the LTC to the Council concerning the approval of a Plan of Work, the Council is required to approve the LTC’s recommendation unless a two-thirds majority of its members present and voting, including a majority of members present and voting in each of the chambers of the Council, decides to disapprove the Plan of Work. If the Council does not take a decision on the LTC’s recommendation within 60 days, the recommendation shall be deemed to have been approved by the Council.

Consistent with NORI’s rights under the UNCLOS, and the 1994 Implementation Agreement, NORI reserves its right to submit an application for a plan of work for exploitation, which will be included as part of the application for an exploitation contract, prior to the ISA’s provisional adoption and approval of the exploitation regulations, the possibility of which was recognized in the ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25, and to have that application considered and provisionally approved pursuant to Section 1, Paragraph 15 of the Annex to the 1994 Implementation Agreement.

ISA Environmental Review

The ISA is mandated through UNCLOS to “preserve and protect the marine environment” while developing the resources within the Area. The ISA is responsible for assessing the ESIA prepared by NORI and for granting the relevant permits.

The ISA has issued Regulations on Prospecting and Exploration for Polymetallic Nodules (adopted on July 13, 2000, updated on July 25, 2013 and on July 24, 2014). The regulations are complemented by the LTC’s recommendations for the guidance of contractors on assessing the environmental impacts of exploration.

The exploitation regulations on deep-seabed collection are not completed but will be complemented by various standards and guidelines, and environmental thresholds. The ISA is currently developing these standards and guidelines, and thresholds which need to be finalized by the LTC and adopted by the Council. The ISA has divided the required standards and guidelines in three phases.

●Phase 1: Standards and guidelines deemed necessary to be in place by the time of adoption of the draft regulations on exploitation.

●Phase 2: Standards and guidelines deemed necessary to be in place prior to the receipt of an application of a plan of work for exploitation.

●Phase 3: Standards and guidelines deemed necessary to be in place before commercial mining activities commence in the Area.

Ten standards and guidelines have been prepared in Phase 1, provided to stakeholders for comment, reviewed and amended by the LTC and provided to Council for consideration and approval. Additional standards and guidelines will be drafted as part of the development of Phase 2 and 3.

Although the environmental impact review process has not yet been finalized, all contractors have been made aware that the ISA requires the completion of baseline studies and an EIA, culminating in an EIS for proposed commercial operations, prior to collection. An EIS and an EMMP, will be required as part of the application for an ISA Exploitation Contract for operations in the CCZ.

NORI’s offshore exploration campaigns have included sampling to support environmental studies, collection of high-resolution imagery, full column physical and chemical oceanographic data and environmental baseline studies. An integrated collector test involving trialing of collector vehicle and riser system took place in 2022. The environmental impacts of this test were monitored from a separate research vessel. An additional environmental campaign was executed in 2023 to return to the site 12 months after the test.

Sponsoring State Legislation

In addition, under the ISA regime, the sponsoring State has a responsibility to put in place legislation to ensure the entity it has sponsored complies with UNCLOS and ISA rules and regulations. Nauru implemented the Nauru International Seabed Minerals Act in 2015, which was amended and renamed to Nauru Seabed Minerals Authority Act in 2024, that NORI is required to comply with. Tonga implemented the Tonga Seabed Minerals Act 2014, which TOML is required to comply with as a contractor sponsored by the Kingdom of Tonga.

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Applications and Contracts

TMC USA NOAA Applications

In April 2025, TMC USA, our wholly owned subsidiary, submitted two exploration license applications and one commercial recovery permit application to NOAA under DSHMRA covering defined areas within the CCZ.

In January 2026, TMC USA submitted a consolidated exploration license and commercial recovery permit application under NOAA’s newly established consolidated review process. The consolidated application covers areas previously included in the April 2025 applications.

These applications are currently under review by NOAA. There can be no assurance that NOAA will issue the requested exploration licenses or commercial recovery permit on a timely basis, on commercially viable terms, or at all.

See “Exploration Contracts and Exploration License Applications” above for additional information about these applications.

The NORI ISA Exploration Contract

In July 2011, our wholly-owned subsidiary, NORI, was granted a polymetallic nodule exploration contract by the ISA, providing it exclusive rights to explore 74,830 square kilometers in the CCZ pursuant to the NORI Exploration Contract (“NORI Exploration Contract”). The NORI Exploration Contract was approved by the Council on July 19, 2011, and entered into on July 22, 2011, between NORI and the ISA, and terminates on July 22, 2026, subject to a potential extension.

The NORI Exploration Contract, which was granted pursuant to the ISA’s Regulations on Prospecting and Exploration for Polymetallic Nodules in the CCZ (the “Regulations”), formalized a 74,830 square kilometers exploration area, has an initial term of 15 years (subject to renewal for successive five-year periods), and provides for certain obligations with respect to exploration, training, and other programs of activities for an initial five-year period. The NORI Exploration Contract also formalized the rights of NORI around future rights. Pursuant to the Regulations, NORI has the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area (Regulation 24(2)). Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor. After a hearing process, the Council would be required to provide the reasons for its proposed withdrawal of preference or priority and shall consider any contractor’s response. The decision of the Council shall take account of that response and shall be based on substantial evidence.

During exploration, NORI is required to, among other things:

●implement the agreed plan of work;

●submit an annual report to the ISA;

●meet certain performance and expenditure commitments;

●pay an annual overhead charge to cover the costs incurred by the ISA in administering and supervising the contract;

●implement training programs for personnel of the ISA and developing countries in accordance with an approved training program;

●take measures to prevent, reduce, and control pollution and other hazards to the marine environment arising from its activities in the CCZ;

●maintain appropriate insurance policies;

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●establish environmental baselines against which to assess the likely effects of its program of activities on the marine environment; and

●establish and implement a program to monitor and report on such effects.

To date, no exploitation contracts for extracting minerals from the international seafloor have been granted. The ISA is currently working on the development of a legal framework to regulate the exploitation of polymetallic nodules in the Area, as described above.

In 2021, NORI submitted a review of the implementation of the plan of work for the period from 2017 to 2021 to the ISA. The review included a proposed plan of work for the next five-year period from 2022 to 2026. On February 3, 2022, the ISA confirmed that the Secretariat and Commission had reviewed NORI’s report and noted that the program of activities for the next five-year period was acceptable.

NORI is required to submit an application for extension no later than six months before the expiration of the contract. NORI submitted an application for a five-year extension on January 19, 2026. The extension application is currently being reviewed by the ISA’s Legal and Technical Commission.

The ISA Council may suspend or terminate the NORI Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events should occur:

●if, in spite of written warnings by the ISA, NORI has conducted its activities in such a way as to result in serious persistent and willful violations of the fundamental terms of the NORI Exploration Contract, Part XI of UNCLOS, the 1994 Implementation Agreement and the rules, regulations and procedures of the ISA: to this point, NORI is compliant and has never received a written warning from the ISA;

●if NORI has failed to comply with a final binding decision of the dispute settlement body applicable to it; or

●if NORI becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary, or petitions or applies to any tribunal for the appointment of a receiver or a trustee or receiver for itself or commences any proceedings relating to itself under any bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.

Additionally, if the nationality or control of NORI changes or NORI’s sponsoring State, as defined in the Regulations, terminates its sponsorship and NORI does not obtain another sponsor meeting the requirements prescribed in the Regulations, then the NORI Exploration Contract will terminate.

The NORI Sponsorship Agreement

NORI is sponsored to carry out its mineral exploration activities in the CCZ by Nauru pursuant to a certificate of sponsorship signed by the Government of Nauru on April 11, 2011. Sponsorship of an entity requires the sponsoring State to certify that it assumes responsibility for the entity’s activities in the CCZ in accordance with UNCLOS. NORI is a Nauruan incorporated entity and is subject to applicable Nauruan legislation and regulations. In 2015, the Nauruan government established the Nauru Seabed Minerals Authority to regulate activities carried out by companies sponsored by Nauru.

Throughout the period of the NORI Exploration Contract, NORI must be sponsored by a State that is party to UNCLOS. If the nationality or control of NORI changes or NORI’s sponsoring State, as defined in the Regulations, terminates its sponsorship, NORI must promptly notify the ISA. In either event, if NORI does not obtain another sponsor meeting the requirements prescribed in the Regulations and fails to submit to the ISA a certificate of sponsorship for NORI in the prescribed form within six months, the NORI Exploration Contract will terminate.

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On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a sponsorship agreement (the “NORI Sponsorship Agreement”) formalizing certain obligations of the parties in relation to NORI’s exploration and potential collection of nodules within the NORI Contract Area of the CCZ. On May 29, 2025, Nauru and NORI signed a revised Sponsorship Agreement, updating the terms of the Sponsorship Agreement signed between the parties in 2017.

The revised Sponsorship Agreement will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party or upon the assignment of NORIs rights and the transfer of sponsorship to another sponsoring State. Under the agreement, NORI will pay the Republic of Nauru a seabed mineral recovery payment of $2 per tonne of polymetallic nodules recovered under an ISA contract, subject to annual inflation adjustment. In addition, NORI will pay an annual administration fee, initially capped at $500,000, to support Nauru’s administration of its sponsorship and regulatory oversight. The agreement also provides for potential continuity payments to Nauru, if a subsidiary other than NORI develops nodules in the NORI Contract Area under the U.S. regulatory regime, with the specific payment amounts and schedule to be agreed by the parties in such circumstances. During any period in which such continuity payments are made, NORI has agreed to maintain an office in Nauru and make annual investments in local presence, community initiatives and training and capacity-building programs for Nauruan nationals. In connection with the revised Sponsorship Agreement, Nauru was granted warrants to purchase 9,146,268 of our common shares at an exercise price of $4.72. In connection with the revised Sponsorship Agreement, we also executed a Deed of Guarantee and Indemnity in favor of Nauru, under which we guarantee certain financial obligations of NORI under Nauruan law and the Sponsorship Agreement and provides limited indemnification.

The TOML ISA Exploration Contract

In March 2020, we acquired TOML from Deep Sea Mining Finance Limited, providing us with exclusive rights to explore a 74,713 square kilometers area of the CCZ seabed. TOML holds an exploration contract granted by the ISA and sponsored by the Kingdom of Tonga pursuant to the TOML Exploration Contract (“TOML Exploration Contract”). The plan of work was approved by the Council, acting on the recommendation of the LTC, on July 19, 2011. The TOML Exploration Contract was then signed on January 11, 2012 between TOML and the ISA and terminates on January 11, 2027, subject to a potential extension under the terms of the agreement. TOML expects to submit an exploration contract extension request to the ISA in 2026 requesting a 5-year extension of the contract.

The TOML Exploration Contract was granted pursuant to the ISA’s Regulations, as well as Article 153 of UNCLOS, and formalized a 74,713 square kilometers exploration area. The TOML Exploration Contract includes an initial term of 15 years, which may be extended under the contract, and a program of activities to be completed within the first five-year period of the term. The TOML Exploration Contract also formalized the rights of TOML around future rights. Pursuant to the Regulations, TOML has the priority right to apply for an ISA Exploitation Contract to collect polymetallic nodules in the same area (Regulation 24(2)). The Regulations state that a contractor who has an approved plan of work for exploration only shall have a preference and a priority among applicants submitting plans of work for collection of the same area and resources. Such preference or priority may be withdrawn by the Council if the contractor has failed to comply with the requirements of its approved plan of work for exploration within the time period specified in a written notice or notices from the Council to the contractor indicating which requirements have not been complied with by the contractor. After a hearing process, the Council shall provide the reasons for its proposed withdrawal of preference or priority and shall consider any contractor’s response. The decision of the Council shall take account of that response and shall be based on substantial evidence.

Under ISA requirements contractors are required to submit five-year work programs. The first TOML five-year work program was completed in 2016 and reviewed and accepted by the ISA in late 2016. In 2021, TOML submitted a review of the implementation of the plan of work for the period from 2017 to 2021 to the ISA. The review included a proposed plan of work for the next five-year period from 2022 to 2026.

On December 23, 2022, the ISA accepted TOML’s proposed program of activities for the 2022-2026 five-year period.

The ISA Council may suspend or terminate the TOML Exploration Contract, without prejudice to any other rights that the ISA may have, if any of the following events occur:

●if, in spite of written warnings by the ISA, TOML has conducted its activities in such a way that results in serious persistent and willful violations of the fundamental terms of this contract, Part XI of UNCLOS, the 1994 Agreement and the rules, regulations and procedures of the ISA: to this point, TOML is compliant and has never received a written warning from the ISA;

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●if TOML has failed to comply with a final binding decision of the dispute settlement body applicable to it;

●if TOML becomes insolvent or commits an act of bankruptcy or enters into any agreement for composition with its creditors or goes into liquidation or receivership, whether compulsory or voluntary; or

●petitions or applies to any tribunal for the appointment of a receiver or a trustee for itself or commences any proceedings relating to bankruptcy, insolvency or readjustment of debt law, whether now or hereafter in effect, other than for the purpose of reconstruction.

Additionally, if the nationality or control of TOML changes or TOML’s sponsoring State, as defined in the Regulations, terminates its sponsorship and TOML does not obtain another sponsor meeting the requirements prescribed in the Regulations, then the TOML Exploration Contract will terminate.

The TOML Sponsorship Agreement

On March 8, 2008, Tonga and TOML entered into the TOML Sponsorship Agreement formalizing certain obligations of the parties in relation to TOML’s exploration and potential exploitation of a proposed application to the ISA (subsequently granted) known as the TOML Area. TOML updated the sponsorship agreement with Tonga in September 2021 and again on August 4, 2025.

The revised Sponsorship Agreement between the Government of the Kingdom of Tonga, and TOML will remain in force unless terminated by mutual agreement of the parties or earlier terminated in accordance with its terms, including in the event of a material breach by either party. Under the agreement, the Kingdom of Tonga will continue to sponsor TOML’s seabed mineral activities in the ISA contract area. Upon commencement of commercial recovery of polymetallic nodules under an ISA contract, TOML will pay the Tonga Seabed Minerals Authority a commercial recovery payment of $2 per tonne of polymetallic nodules recovered from the contract area, subject to annual inflation adjustment. In addition, TOML will pay an annual administration fee of $90,000, which may increase by up to 5% annually, to support the administration of Tonga’s sponsorship and regulatory oversight. The agreement also provides for potential continuity benefit payments to Tonga if a subsidiary other than TOML develops nodules in the TOML Contract Area under the U.S. regulatory regime. During any period in which such continuity benefits are provided, TOML has agreed to maintain an office in Tonga and make annual investments in local presence, community initiatives and training and capacity-building programs for Tongan nationals. In connection with the revised Sponsorship Agreement, Tonga was granted warrants to purchase 1,000,000 of our common shares at an exercise price of $5.87. In connection with the revised Sponsorship Agreement, we also executed a Deed of Guarantee and Indemnity in favor of Tonga, under which we guarantee certain financial obligations of TOML under Tongan law and the Sponsorship Agreement and provides limited indemnification.

Royalties and Taxes

Royalties and taxes payable on any future production from the CCZ under an ISA contract will be stipulated in the ISA’s exploitation regulations. While the rates of payments are yet to be set by the ISA, the 1994 Implementation Agreement (Section 8(1)(b)) prescribes that the rates of payments “shall be within the range of those prevailing in respect of land-based mining of the same or similar minerals in order to avoid giving deep seabed miners an artificial competitive advantage or imposing on them a competitive disadvantage.”

Under the NORI Sponsorship Agreement between the Republic of Nauru and NORI and under the TOML Sponsorship Agreement between the Kingdom of Tonga and TOML, upon commencement of commercial recovery of polymetallic nodules under ISA contracts, NORI and TOML have agreed to pay Nauru and Tonga a seabed mineral recovery payment of $2 per tonne of polymetallic nodules recovered, annually adjusted on a compounding basis based on the official inflation rate in the United States. In addition, NORI and TOML will pay an annual administration fee to Nauru and Tonga to support the administration of the sponsorship agreement and regulatory oversight. The agreements also provide for continuity payments to Nauru and Tonga. NORI and TOML have also committed to maintaining an in-country presence and supporting local social, community, training and capacity-building initiatives, and to paying corporate income taxes in Nauru and Tonga, respectively, in accordance with applicable laws. In connection with the revised NORI and TOML Sponsorship Agreements, we issued to Nauru and Tonga warrants to purchase common shares.

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Under DSHMRA and its implementing regulations payment of administrative application fees for exploration licenses and commercial recovery permits are required, but neither the statute nor the current regulations impose production royalties, resource extraction taxes, or revenue-based payments on recovered minerals. DSHMRA does establish a statutory framework for potential future revenue sharing in connection with an international seabed mining regime if the United States becomes party to an applicable international seabed mining regime, but no such payment obligations are presently in effect.

Exploration Activities and Project Development

NORI’s assessment is that it is in compliance with existing exploration contracts. In addition to working on key engineering aspects of the project such as designing the final nodule collector and the dewatering facility, NORI is also continuing the following tasks:

●delineating nodule mineralization;

●characterizing the nature of any materials returned to the environment;

●developing oceanographic and physical information to inform models (e.g., sediment plume models); and

●developing other plans, including the EMMP and the various subordinate plans.

Intellectual Property

Our success depends in part upon our ability to obtain and maintain patent protection of our core technology and intellectual property, as well as that of our strategic partners, and particularly that our freedom to operate is not restricted by patents lodged by competitors or other third parties. Moreover, we rely on a combination of trade secret protection, non-disclosure and licensing agreements and trademarks to establish and protect our proprietary intellectual property. To this end, we maintain a portfolio of issued patents and pending patent applications, which relate to offshore collection systems and to the processing of polymetallic nodules for recovering metals. As we rely on a number of patents to establish and protect our intellectual property, we have obtained and filed patent applications in countries throughout North America, Europe and Asia.

We cannot conclusively state that any pending applications, existing or future intellectual property will be definitively useful in protecting or promoting our business and growth plans. Please see the section entitled “Risk Factors” for additional information on the risks associated with our intellectual property strategy and portfolio.

Human Capital

As of December 31, 2025, we employed forty-eight (48) employees and contractors. None of our staff are covered by collective bargaining agreements.

Attracting Talent. Our team is comprised of highly skilled individuals from a variety of fields. Geographically, our staff are located in the U.S., Nauru, Tonga, Canada, Australia, United Kingdom and United Arab Emirates. We are committed to attracting, developing and retaining world-class talent from diverse backgrounds. Our goal is to develop cultural competency by seeking knowledge, increasing awareness, modeling respect and promoting inclusion.

People Engagement. As a company working to pioneer a new industry, our success depends on attracting and retaining strong, independent, entrepreneurial, and multi-talented team members capable of dealing with high levels of uncertainty and adversity. Our team is distributed across several continents and several time zones, with remote working being the norm for most of our staff and multi-week offshore campaigns being the norm for our offshore team. Despite physical and temporal separation, we maintain a strong sense of cohesion by attracting people who are intrinsically motivated by the company’s purpose and core values, cultivating a flat organizational structure and deep care for each other. We rely on regular management and company meetings, ongoing communication flows across different technology platforms, frequent ad hoc video communication and creating opportunities for in-person gatherings. We offer our team members flexible work schedules and autonomy in managing their time while encouraging them to set boundaries between work on our shared mission and their home lives.

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Compensation and Benefits. We compensate our staff competitively. In addition to salaries, our compensation and benefits program includes annual discretionary bonuses, equity awards, an employee stock purchase plan, a 401(k) contribution/superannuation or RRSP benefit contribution (as applicable jurisdictionally), healthcare and insurance benefits, health savings and flexible spending accounts. Our annual equity compensation is focused on company priorities that we believe create long-term value for our stakeholders. Long-term equity awards typically vest over three years, aligning the interests of staff and shareholders while encouraging long-term business continuity particularly amidst a rush of new companies into the deep-sea mining industry.

Environment, Health & Safety (EHS). Our EHS vision is to fully integrate environmental, health and safety into our operations, and to create a workplace free of incidents. We also relied on the EHS programs of our partners Allseas and an offshore support service provider to conduct our operations in a safe manner and in compliance with applicable safety laws, rules and regulations. These all involve EHS systems incorporating thorough planning, risk assessment and disciplined implementation of controls as well as culturally-based safety observations systems like safe act observations and obligation of “stop work if it is unsafe to proceed”.

Available Information

Our internet address is https://metals.co, to which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, are available to you free of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with, or furnished to, the SEC. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We include our website address in this Annual Report only as an inactive textual reference. Information contained in our website does not constitute a part of this Annual Report or our other filings with the SEC.

Corporate Information

We are a corporation existing under the laws of British Columbia, Canada. Our registered and records office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia V6E 2J3, Canada, and our telephone number is (888) 458-3420. We do not have a physical office in Vancouver, British Columbia, our directors and executive officers work remotely in various countries around the world, and the Vancouver, British Columbia address disclosed is our registered and records office required under the Business Corporations Act (British Columbia).