false
0001798562
TMC the metals Co Inc.
00-0000000
0001798562
2024-08-14
2024-08-14
0001798562
TMC:TMCCommonShareswithoutparvalueMember
2024-08-14
2024-08-14
0001798562
TMC:RedeemablewarrantseachwholewarrantexercisableforoneTMCCommonShareeachatanexercisepriceofdollar1150pershareMember
2024-08-14
2024-08-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2024
TMC THE METALS COMPANY INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
001-39281 |
Not Applicable |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
595 Howe Street, 10th Floor
Vancouver, British Columbia |
|
V6C 2T5 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (604) 631-3115
Not
applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on
which registered |
TMC Common Shares without par value |
|
TMC |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share |
|
TMCWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. |
Results of Operations and Financial Condition. |
On August 14, 2024, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the second quarter ended June 30,
2024 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto. In addition, the Company will
hold a conference call on August 14, 2024 at 4:30 p.m. EDT to discuss these results and the business update.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an
exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release
regarding these forward-looking statements.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
TMC THE METALS COMPANY INC. |
|
|
|
Date: August 14, 2024 |
By: |
/s/ Craig Shesky |
|
Name: |
Craig Shesky |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
The Metals Company
Provides Second Quarter 2024 Corporate Update
NEW YORK, Aug. 14, 2024 (GLOBE
NEWSWIRE) -- TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), an explorer of lower-impact
battery metals from seafloor polymetallic nodules, today provided a corporate update and financial results for the second quarter ending
June 30, 2024.
Q2 2024 Financial Highlights
| · | Current
liquidity available from credit facilities of approximately $48.3 million |
| · | Increased
borrowing capacity of our unsecured credit facilities by $7.5 million in August 2024: |
| o | ERAS/Barron facility from $20 million
to $25 million, and |
| o | Allseas Group SA affiliate facility
from $25 million to $27.5 million |
| · | $12.1
million cash used in operations for the quarter ended June 30, 2024 |
| · | Net
loss of $20.2 million and net loss per share of $0.06 for the quarter ended June 30,
2024 |
Gerard Barron, Chairman & CEO
of The Metals Company commented: “This quarter, I was very pleased to welcome two new Directors to our Board, both of whom
are leaders in their respective fields. Steve Jurvetson brings invaluable expertise in disruptive technologies — including investments
in pioneering technology companies like Tesla, Planet Labs, SpaceX and Commonwealth Fusion Systems — that fits well with our mission
to revolutionize how critical minerals are sourced and, ultimately, recycled. We also welcomed sustainability leader Brendan May, whose
counsel has been sought by leading companies to help them build bridges with the environmental community and, as a former CEO of the
Marine Stewardship Council and Europe Chair of the Rainforest Alliance, we look forward to his help engaging key stakeholder communities.
Amidst disappointing share price performance
in recent weeks, driven in part by what we believe is misinterpretation of recent scientific and regulatory headlines, I’m
pleased that our three largest shareholders, including myself, have extended further unsecured borrowing capacity to ensure we aren’t
forced to tap the market at dilutive terms. Our credit facilities are being used as intended, as a bridge to keep our project moving
forward as we wait to share more information on some promising strategic developments and take advantage of more attractive financing
options.
Geopolitical tailwinds continue to create
a favorable environment for our industry. As the U.S., China, India, Japan, and Norway intensify their focus on seafloor resources,
we see a growing recognition of the strategic importance of diversifying supply chains away from single-jurisdiction, terrestrial sources.
Additionally, the International Seabed Authority’s recent progress with the full, combined-text draft of the regulations, and the
election of Brazil's Leticia Carvalho as Secretary-General, are critical steps forward. I have met with Ms. Carvalho, and I commend
her commitment to adopting regulations which will allow this industry to move forward. With all parties at the table recognizing the
primacy of the UN Convention on the Law of the Sea, we remain optimistic as the ISA’s Council advances towards finalizing the Mining
Code.”
Operational Highlights Since Last
Corporate Update
| · | TMC
Publishes Third Annual Impact Report: On July 29, 2024, we published our third annual
Impact Report to provide an update on key milestones achieved in our assessment of the environmental
impacts of nodule collection, including what we believe is the successful collection of sufficient
quantities of environmental baseline and impact data to develop an Environmental Impact Statement
and Environmental Mitigation and Management Plan (EMMP) for the world’s first deep-seafloor
nodule collection project. |
| · | World-First
Cobalt Sulfate from Deep-Seafloor Polymetallic Nodules: On June 12, 2024, we announced
that we successfully produced the world’s first cobalt sulfate derived exclusively
from seafloor polymetallic nodules. The cobalt sulfate was generated during bench-scale testing
of our hydrometallurgical flowsheet design with SGS Canada Inc. Based on samples of nickel-cobalt-copper
matte first produced by us in 2021, SGS tested our efficient flowsheet to process high-grade
nickel-copper-cobalt matte directly to high-purity cobalt sulfate without making cobalt metal,
while producing fertilizer byproducts instead of solid waste or tailings. The milestone followed
the news in May of our successful production of nickel sulfate, a key raw material input
used in the production of energy-dense electric vehicle batteries. |
| · | Steve
Jurvetson Joins TMC’s Board of Directors as Vice Chairman and Special Advisor to the
CEO: On April 10, 2024, renowned Silicon Valley investor Steve Jurvetson joined
our board of directors as Vice Chairman and special advisor to the CEO. Mr. Jurvetson
is an investor focused on founder-led, mission-driven companies at the cutting edge of disruptive
technology and new industry formation. His investments include pioneering technology companies
like Tesla, Planet Labs, SpaceX and Commonwealth Fusion Systems, and represent over $800
billion in aggregate value creation. |
| · | Prominent
Sustainability Strategist Brendan May Joins TMC’s Board of Directors: On June 3,
2024, we announced the appointment of Brendan May to our Board of Directors. As a former
Chief Executive of the Marine Stewardship Council (MSC) and European Chairman of the Rainforest
Alliance, Mr. May has spent over two decades at the forefront of sustainability
challenges in globally significant ecosystems. In 2010, he formed renowned global sustainability
consultancy, Robertsbridge, whose counsel has been sought by leading companies and NGOs around
the world. |
Industry Update
| · | Part II
of the ISA’s 29th Session: At its July 2024 session, the ISA agreed
to continue the negotiations of the Mining Code with a continued view to its adoption during
the 30th session of the ISA in 2025. The ISA Council has scheduled two ISA Council meetings
in March and July 2025 to progress the Mining Code and has agreed to continue working
inter-sessionally to advance the text. In addition, on August 2, 2024, the ISA Assembly
elected Leticia Carvalho of Brazil as the new Secretary-General of the ISA for the period
2025-2028. |
| · | India,
Japan and Norway outline marine mineral plans: During the second quarter of 2024, India
announced its intention to secure additional nodule exploration contracts while Norway proposed
opening parts of its continental shelf for mineral exploration. Elsewhere, Japan announced
that it would begin trial collection of polymetallic nodules within its Exclusive Economic
Zone in 2025. In light of recent industry developments in the United States and China, four
of the world’s five largest economies are now focussed on the potential of nodules. |
| · | U.S.
House Allocates Defense Department Funding to Assess the Feasibility of Domestic Nodule Refining
Capacity: On May 23, 2024, we welcomed the allocation of $2 million under the House
version of the fiscal year 2025 National Defense Authorization Act (NDAA) to the Defense
Department’s Industrial Base Policy Office to study the feasibility of developing domestic
capacity to refine polymetallic nodule-derived intermediates to high-purity nickel, copper
and cobalt products. In addition, TMC's U.S. subsidiary has an outstanding application seeking
a $9 million grant under the Defense Production Act Title III program for feasibility work
on a domestic refinery for nodule-derived intermediate products. Our U.S. subsidiary may
pursue larger grants and/or loans through the Department of Energy’s Loan Programs
Office, Export-Import Bank and other departments to fund construction of a refinery later
this decade. |
Financial Results Overview
At June 30, 2024, we held cash
of approximately $0.5 million and short-term debt of $5.9 million, with an affiliate of Allseas Group SA ($2 million) and with the Barron/ERAS
unsecured credit facility ($3.9 million). We believe that our total liquidity including cash and borrowing availability under a credit
facility with an affiliate of Allseas, and our credit facility with ERAS Capital LLC and Mr. Barron, will be sufficient to meet
our working capital and capital expenditure commitments for at least the next twelve months from today.
We reported a net loss of approximately
$20.2 million, or $0.06 per share for the quarter ended June 30, 2024, compared to net loss of $14.1 million, or $0.05 per share,
for the quarter ended June 30, 2023. Exploration and evaluation expenses during the quarter ended June 30, 2024 were $12.4
million compared to $8.1 million for the quarter ended June 30, 2023. The increase in the exploration and evaluation expenses in
the second quarter of 2024 was primarily due to an increase in mining, technological and process development of $1.8 million resulting
from increased engineering work by Allseas, increase in share-based compensation of $1.7 million due to amortization of the fair value
of RSUs and options granted to the directors and officers in the second quarter of 2024 and higher personnel costs. This was partially
offset by a decrease in environmental studies as the costs to complete Campaign 8b in the second quarter of 2024 was lower than the cost
of the environmental work spent in the second quarter of 2023 to complete the NORI pilot nodule collection system test.
General and administrative expenses
were $7.9 million for the quarter ended June 30, 2024 compared to $5.1 million for the quarter ended June 30, 2023, reflecting
an increase in share-based compensation due to amortization of the fair value of RSUs and options granted to the directors and officers
in the second quarter of 2024, higher personnel costs and an increase in legal and consulting costs.
Conference Call
We will hold a conference call today
at 4:30 p.m. EDT to provide an update on recent corporate developments, second quarter 2024 financial results and upcoming milestones.
Second Quarter 2024 Conference Call
Details
Date: |
Wednesday, 14 August, 2024 |
Time: |
4:30 pm EDT |
Audio-only
Dial-in: |
Register
Here |
Virtual
webcast w/ slides: |
Register
Here |
Please register with the links above
at least ten minutes prior to the conference call. The virtual webcast will be available for replay in the ‘Investors’ tab
of the Company’s website under ‘Investors’ > ‘Media’ > ‘Events and Presentations’, approximately
two hours after the event.
About The Metals Company
The Metals Company is an explorer of
lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the global energy transition
with the least possible negative impacts on planet and people and (2) trace, recover and recycle the metals we supply to help create
a metal commons that can be used in perpetuity. The Company through its subsidiaries holds exploration and commercial rights to three
polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority
and sponsored by the governments of Nauru, Kiribati, and the Kingdom of Tonga. More information is available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward Looking Statements
This press release contains “forward-looking”
statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified
by words such as “aims,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“may,” “plans,” “possible,” “potential,” “will” and variations of these words
or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release
include, but are not limited to, statements with respect to [the potential impact of the Company’s potential commercial operations,
the Company’s expected application to the ISA for an exploitation contract, the potential outcome of actions of the U.S. government,
the Company’s dialogue with members of the U.S. government, the status and timing of adopting final regulations, or Mining Code,
for the exploitation of deep-sea polymetallic nodules and the Company’s financial and operating plans moving forward]. The Company
may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place
undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in these forward-looking statements as a result of various factors, including, among other things: the Company’s strategies
and future financial performance; the ISA's ability to timely adopt the Mining Code and/or willingness to review and/or approve a plan
of work for exploitation under the United Nations Convention on the Laws of the Sea (UNCLOS); the Company’s ability to obtain exploitation
contracts or approved plans of work for exploitation for its areas in the Clarion Clipperton Zone; regulatory uncertainties and the impact
of government regulation and political instability on the Company’s resource activities; changes to any of the laws, rules, regulations
or policies to which the Company is subject, including the terms of the final Mining Code, if any, adopted by ISA and the potential timing
thereof; the impact of extensive and costly environmental requirements on the Company’s operations; environmental liabilities;
the impact of polymetallic nodule collection on biodiversity in the Clarion Clipperton Zone and recovery rates of impacted ecosystems;
the Company’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development
of seafloor polymetallic nodule deposit; the Company’s ability to successfully enter into binding agreements with Allseas Group
S.A. and other parties in which it is in discussions, if any, including Pacific Metals Company of Japan; uncertainty in the estimates
for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated
with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that the Company may
recover; risks associated with collective, development and processing operations, including with respect to the development of onshore
processing capabilities and capacity and Allseas Group S.A.’s expected development efforts with respect to the Project Zero offshore
system; the Company’s dependence on Allseas Group S.A.; fluctuations in transportation costs; fluctuations in metals prices; testing
and manufacturing of equipment; risks associated with the Company’s limited operating history, limited cash resources and need
for additional financing and risk that such financing may not be available on acceptable terms, or at all; risks associated with the
Company’s intellectual property; Low Carbon Royalties’ limited operating history; the sufficiency of our cash on hand and
the borrowing ability under our credit facility with a company related to Allseas Group S.A., as we expect it to be amended, and credit
facility with ERAS Capital LLC/Gerard Barron to meet our working capital and capital expenditure requirements, the need for additional
financing and our ability to continue as a going concern; our agreement in principle to amend our credit facility with a company related
to Allseas Group S.A.; any litigation to which we are a party; and other risks and uncertainties, any of which could cause the Company’s
actual results to differ from those contained in the forward-looking statements, that are described in greater detail in the section
entitled “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 filed with the SEC on March 25, 2024, as amended. Any forward-looking statements contained in this press
release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements
contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required
by law.
TMC the metals company Inc.
Condensed Consolidated Balance Sheets
(in thousands of US Dollars, except share amounts)
(Unaudited)
ASSETS | |
As at June 30, 2024 | | |
As at December 31, 2023 | |
Current | |
| | | |
| | |
Cash | |
$ | 474 | | |
$ | 6,842 | |
Receivables and prepayments | |
| 1,237 | | |
| 1,978 | |
| |
| 1,711 | | |
| 8,820 | |
Non-current | |
| | | |
| | |
Exploration contracts | |
| 43,150 | | |
| 43,150 | |
Right of use asset | |
| 4,767 | | |
| 5,721 | |
Equipment | |
| 936 | | |
| 1,133 | |
Software | |
| 1,793 | | |
| 1,643 | |
Investment | |
| 8,290 | | |
| 8,429 | |
| |
| 58,936 | | |
| 60,076 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 60,647 | | |
$ | 68,896 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Current | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 37,784 | | |
| 31,334 | |
Short-term debt | |
| 5,875 | | |
| - | |
| |
| 43,659 | | |
| 31,334 | |
Non-current | |
| | | |
| | |
Deferred tax liability | |
| 10,675 | | |
| 10,675 | |
Royalty liability | |
| 14,000 | | |
| 14,000 | |
Warrants liability | |
| 1,920 | | |
| 1,969 | |
TOTAL LIABILITIES | |
$ | 70,254 | | |
$ | 57,978 | |
| |
| | | |
| | |
EQUITY | |
| | | |
| | |
Common shares (unlimited shares, no par value – issued: 322,241,883 (December 31, 2023 – 306,558,710)) | |
| 460,573 | | |
| 438,239 | |
Class A - J Special Shares | |
| - | | |
| - | |
Additional paid in capital | |
| 125,300 | | |
| 122,797 | |
Accumulated other comprehensive loss | |
| (1,216 | ) | |
| (1,216 | ) |
Deficit | |
| (594,264 | ) | |
| (548,902 | ) |
TOTAL EQUITY | |
| (9,607 | ) | |
| 10,918 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND EQUITY | |
$ | 60,647 | | |
$ | 68,896 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Loss and Comprehensive Loss
(in thousands of US Dollars, except share and per share amounts)
(Unaudited)
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Exploration and evaluation expenses | |
$ | 12,403 | | |
$ | 8,098 | | |
$ | 30,526 | | |
$ | 15,267 | |
General and administrative expenses | |
| 7,892 | | |
| 5,131 | | |
| 14,451 | | |
| 11,345 | |
Operating loss | |
| 20,295 | | |
| 13,229 | | |
| 44,977 | | |
| 26,612 | |
| |
| | | |
| | | |
| | | |
| | |
Other items | |
| | | |
| | | |
| | | |
| | |
Equity-accounted investment loss | |
| 61 | | |
| 137 | | |
| 139 | | |
| 356 | |
Change in fair value of warrant liability | |
| (580 | ) | |
| 787 | | |
| (49 | ) | |
| 1,331 | |
Foreign exchange loss (gain) | |
| (84 | ) | |
| 23 | | |
| (350 | ) | |
| 52 | |
Interest income | |
| (16 | ) | |
| (319 | ) | |
| (118 | ) | |
| (773 | ) |
Fees and interest on borrowings and credit facilities | |
| 492 | | |
| 250 | | |
| 763 | | |
| 277 | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss and comprehensive loss for the period | |
$ | 20,168 | | |
$ | 14,107 | | |
$ | 45,362 | | |
$ | 27,855 | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss per share | |
| | | |
| | | |
| | | |
| | |
- Basic and diluted | |
$ | 0.06 | | |
$ | 0.05 | | |
$ | 0.14 | | |
$ | 0.10 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares outstanding – basic and diluted | |
| 320,891,977 | | |
| 281,323,151 | | |
| 316,206,916 | | |
| 276,702,050 | |
TMC the metals company Inc.
Condensed Consolidated Statements
of Changes in Equity
(in thousands of US Dollars, except
share amounts)
(Unaudited)
| |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
Three months ended
June 30, 2024 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
April 1, 2024 | |
| 318,291,383 | | |
$ | 454,431 | | |
$ | - | | |
$ | - | | |
$ | 122,691 | | |
$ | (1,216 | ) | |
$ | (574,096 | ) | |
$ | 1,810 | |
Conversion of restricted share units, net of shares withheld for taxes | |
| 1,777,466 | | |
| 1,884 | | |
| - | | |
| - | | |
| (1,884 | ) | |
| - | | |
| - | | |
| - | |
Shares issued from ATM | |
| 1,634,588 | | |
| 2,587 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,587 | |
Exercise of stock options | |
| 511,052 | | |
| 1,617 | | |
| - | | |
| - | | |
| (1,398 | ) | |
| - | | |
| - | | |
| 219 | |
Share purchase under Employee Share Purchase Plan | |
| 27,394 | | |
| 54 | | |
| - | | |
| - | | |
| (30 | ) | |
| - | | |
| - | | |
| 24 | |
Share-based compensation and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5,921 | | |
| - | | |
| - | | |
| 5,921 | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (20,168 | ) | |
| (20,168 | ) |
June 30, 2024 | |
| 322,241,883 | | |
$ | 460,573 | | |
$ | - | | |
$ | - | | |
$ | 125,300 | | |
$ | (1,216 | ) | |
$ | (594,264 | ) | |
$ | (9,607 | ) |
| |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
Three months ended
June 30, 2023 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
April 1, 2023 | |
| 280,618,285 | | |
$ | 345,090 | | |
$ | - | | |
$ | - | | |
$ | 186,796 | | |
$ | (1,216 | ) | |
$ | (488,869 | ) | |
$ | 41,801 | |
Conversion of restricted share units, net of shares withheld for taxes | |
| 434,558 | | |
| 591 | | |
| - | | |
| - | | |
| (561 | ) | |
| - | | |
| - | | |
| 30 | |
Share purchase under Employee Share Purchase Plan | |
| 83,572 | | |
| 94 | | |
| - | | |
| - | | |
| (45 | ) | |
| - | | |
| - | | |
| 49 | |
Share-based compensation and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,532 | | |
| - | | |
| - | | |
| 2,532 | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (14,107 | ) | |
| (14,107 | ) |
June 30, 2023 | |
| 281,136,415 | | |
$ | 345,775 | | |
$ | - | | |
$ | - | | |
$ | 188,722 | | |
$ | (1,216 | ) | |
$ | (502,976 | ) | |
$ | 30,305 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
Six months ended
June 30, 2024 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
January 1, 2024 | |
| 306,558,710 | | |
$ | 438,239 | | |
$ | - | | |
$ | - | | |
$ | 122,797 | | |
$ | (1,216 | ) | |
$ | (548,902 | ) | |
$ | 10,918 | |
Issuance of shares and warrants under Registered Direct Offering, net of expenses | |
| 4,500,000 | | |
| 7,447 | | |
| - | | |
| - | | |
| 1,553 | | |
| - | | |
| - | | |
| 9,000 | |
Conversion of restricted share units, net of shares withheld for taxes | |
| 8,890,139 | | |
| 10,485 | | |
| - | | |
| - | | |
| (10,485 | ) | |
| - | | |
| - | | |
| - | |
Shares issued as per At-the-Market Equity Distribution Agreement | |
| 1,634,588 | | |
| 2,587 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,587 | |
Exercise of stock options | |
| 631,052 | | |
| 1,761 | | |
| - | | |
| - | | |
| (1,352 | ) | |
| - | | |
| - | | |
| 409 | |
Share purchase under Employee Share Purchase Plan | |
| 27,394 | | |
| 54 | | |
| - | | |
| - | | |
| (30 | ) | |
| - | | |
| - | | |
| 24 | |
Share-based compensation and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 12,817 | | |
| - | | |
| - | | |
| 12,817 | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (45,362 | ) | |
| (45,362 | ) |
June 30, 2024 | |
| 322,241,883 | | |
$ | 460,573 | | |
$ | - | | |
$ | - | | |
| 125,300 | | |
$ | (1,216 | ) | |
$ | (594,264 | ) | |
$ | (9,607 | ) |
| |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
Six months ended
June 30, 2023 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
January 1, 2023 | |
| 266,812,131 | | |
$ | 332,882 | | |
$ | - | | |
$ | - | | |
$ | 184,960 | | |
$ | (1,216 | ) | |
$ | (475,121 | ) | |
$ | 41,505 | |
Conversion of restricted share units, net of shares withheld for taxes | |
| 3,390,712 | | |
| 3,405 | | |
| - | | |
| - | | |
| (3,375 | ) | |
| - | | |
| - | | |
| 30 | |
Share purchase under Employee Share Purchase Plan | |
| 83,572 | | |
| 94 | | |
| - | | |
| - | | |
| (45 | ) | |
| - | | |
| - | | |
| 49 | |
Shares issued to Allseas | |
| 10,850,000 | | |
| 9,394 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,394 | |
Share-based compensation and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,182 | | |
| - | | |
| - | | |
| 7,182 | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (27,855 | ) | |
| (27,855 | ) |
June 30, 2023 | |
| 281,136,415 | | |
$ | 345,775 | | |
$ | - | | |
$ | - | | |
| 188,722 | | |
$ | (1,216 | ) | |
$ | (502,976 | ) | |
$ | 30,305 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
| |
Six
months ended June 30, | | |
Six
months ended June 30, | |
| |
2024 | | |
2023 | |
Cash provided by (used in) | |
| | | |
| | |
| |
| | | |
| | |
Operating activities | |
| | | |
| | |
Loss for the period | |
$ | (45,362 | ) | |
$ | (27,855 | ) |
Items not affecting cash: | |
| | | |
| | |
Amortization | |
| 197 | | |
| 175 | |
Lease Expense | |
| 954 | | |
| - | |
Accrued interest on credit facilities | |
| 25 | | |
| - | |
Share-based compensation and expenses settled with equity | |
| 12,817 | | |
| 7,182 | |
Equity-accounted investment loss | |
| 139 | | |
| 356 | |
Change in fair value of warrants liability | |
| (49 | ) | |
| 1,331 | |
Unrealized foreign exchange | |
| (301 | ) | |
| (17 | ) |
Changes in working capital: | |
| | | |
| | |
Receivables and prepayments | |
| 782 | | |
| 1,097 | |
Accounts payable and accrued liabilities | |
| 6,857 | | |
| (14,152 | ) |
Net cash used in operating activities | |
| (23,941 | ) | |
| (31,883 | ) |
| |
| | | |
| | |
Investing activities | |
| | | |
| | |
Acquisition of equipment and software | |
| (415 | ) | |
| (75 | ) |
Net cash used in investing activities | |
| (415 | ) | |
| (75 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
Financing activities | |
| | | |
| | |
Proceeds from registered direct offering | |
| 9,000 | | |
| - | |
Expenses paid for registered direct offering | |
| (142 | ) | |
| - | |
Proceeds from Shares issued from ATM | |
| 2,546 | | |
| - | |
Proceeds from Drawdown of Credit Facilities | |
| 3,875 | | |
| - | |
Proceeds from Drawdown of Allseas Debt Agreement | |
| 2,000 | | |
| | |
Interest paid on amounts drawn from credit facilities | |
| (25 | ) | |
| - | |
Proceeds from Low Carbon Royalties Investment | |
| - | | |
| 5,000 | |
Proceeds from employee stock plans | |
| 24 | | |
| 49 | |
Proceeds from exercise of stock options | |
| 409 | | |
| - | |
Proceeds from issuance of shares | |
| - | | |
| 30 | |
Net cash provided by financing activities | |
| 17,687 | | |
| 5,079 | |
| |
| | | |
| | |
Decrease in cash | |
$ | (6,669 | ) | |
$ | (26,879 | ) |
Impact of exchange rate changes on cash | |
| 301 | | |
| 17 | |
Cash - beginning of period | |
| 6,842 | | |
| 46,876 | |
Cash - end of period | |
| 474 | | |
| 20,014 | |
v3.24.2.u1
Cover
|
Aug. 14, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 14, 2024
|
Entity File Number |
001-39281
|
Entity Registrant Name |
TMC the metals Co Inc.
|
Entity Central Index Key |
0001798562
|
Entity Tax Identification Number |
00-0000000
|
Entity Incorporation, State or Country Code |
A1
|
Entity Address, Address Line One |
595 Howe Street
|
Entity Address, Address Line Two |
10th Floor
|
Entity Address, City or Town |
Vancouver
|
Entity Address, State or Province |
BC
|
Entity Address, Postal Zip Code |
V6C 2T5
|
City Area Code |
604
|
Local Phone Number |
631-3115
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
T M C Common Shareswithoutparvalue [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
TMC Common Shares without par value
|
Trading Symbol |
TMC
|
Security Exchange Name |
NASDAQ
|
Redeemablewarrantseachwholewarrantexercisableforone T M C Common Shareeachatanexercisepriceofdollar 1150pershare [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share
|
Trading Symbol |
TMCWW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=TMC_TMCCommonShareswithoutparvalueMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=TMC_RedeemablewarrantseachwholewarrantexercisableforoneTMCCommonShareeachatanexercisepriceofdollar1150pershareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
TMC the Metals (NASDAQ:TMC)
Historical Stock Chart
From Oct 2024 to Nov 2024
TMC the Metals (NASDAQ:TMC)
Historical Stock Chart
From Nov 2023 to Nov 2024