TMC the metals Co Inc 10-Q for FY2023 Q3
TMC the metals Co Inc. (TMC)
About this 10-Q
TMC the metals Co Inc filed this 10-Q on November 9, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $12.47M
- compared with a net loss of $27.89M a year earlier
- Diluted EPS
- $0.04
- down 66.7% from $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
| ||
| | |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| ||
| | |
| ||
| | |
(Address of principal executive offices) | | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| | | | |
| | The | ||
| | | | |
| | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer |
| ☐ |
| Smaller reporting company | | ||
| | Emerging growth company | |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 8, 2023, the registrant had
TMC THE METALS COMPANY INC.
FORM 10-Q
For the quarterly period ended September 30, 2023
TABLE OF CONTENTS
|
| |
| Page |
| | | | |
| | | 3 | |
| | | | |
| | 5 | ||
| | | | |
| | 5 | ||
| | | | |
| | Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited) | | 5 |
| | | | |
| | | 6 | |
| | | | |
| | | 7 | |
| | | | |
| | | 9 | |
| | | | |
| | Notes to Condensed Consolidated Financial Statements (Unaudited) | | 10 |
| | | | |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 24 | |
| | | | |
| | 38 | ||
| | | | |
| | 39 | ||
| | | | |
| | 40 | ||
| | | | |
| | 40 | ||
| | | | |
| | 41 | ||
| | | | |
| | 41 | ||
| | | | |
| | 41 | ||
| | | | |
| | 41 | ||
| | | | |
| | 41 | ||
| | | | |
| | 42 | ||
| | | | |
| | | 43 |
2
In this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company” and “TMC” mean TMC the metals company Inc. (formerly Sustainable Opportunities Acquisition Corp.) and our subsidiaries. On September 9, 2021, Sustainable Opportunities Acquisition Corp. (“SOAC” and after the Business Combination described herein, the “Company”) consummated a business combination (the “Business Combination”) pursuant to the terms of the business combination agreement dated as of March 4, 2021 by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada, and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (“DeepGreen”). In connection with the Business Combination, SOAC changed its name to “TMC the metals company Inc”. The combined company’s common shares and warrants to purchase common shares commenced trading on the Nasdaq Global Select Market (“Nasdaq”) on September 10, 2021, under the symbols “TMC” and “TMCWW,” respectively.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events, our future operations or financial performance, or our plans, strategies and prospects. These statements are based on the beliefs and assumptions of our management team. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or performance, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these identifying words. The forward-looking statements are based on projections prepared by, and are the responsibility of, our management. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
| ● | the commercial and technical feasibility of seafloor polymetallic nodule collection and processing; |
| ● | our and our partners’ development and operational plans, including with respect to the planned uses of polymetallic nodules, where and how nodules will be obtained and processed, the expected environmental, social and governance impacts thereof and our plans to assess these impacts and the timing and scope of these plans, including the timing and expectations with respect to our receipt of exploitation contracts and our commercialization plans; |
| ● | the supply and demand for nickel, cobalt and battery cathode feedstocks, copper cathode and manganese ores; |
| ● | the future prices of nickel, cobalt and battery cathode feedstocks, copper cathode and manganese ores; |
| ● | the timing and content of International Seabed Authority’s (“ISA”) final exploitation regulations that will create the legal and technical framework for exploitation of polymetallic nodules in the Clarion Clipperton Zone of the Pacific Ocean (“CCZ”); |
| ● | government regulation of mineral extraction from the deep seafloor and changes in mining laws and regulations; |
| ● | technical, operational, environmental, social and governance risks of developing and deploying equipment to collect and ship polymetallic nodules at sea, and to process such nodules on land; |
| ● | the sources and timing of potential revenue as well as the timing and amount of estimated future production, costs of production, other expenses, capital expenditures and requirements for additional capital; |
| ● | cash flow provided by operating activities; |
| ● | the expected activities of our partners under our key strategic relationships; |
| ● | the sufficiency of our cash on hand to meet our working capital and capital expenditure requirements, the need for additional financing and our ability to continue as a going concern; |
| ● | our ability to raise financing in the future, the nature of any such financing and our plans with respect thereto; |
| ● | any litigation to which we are a party; |
| ● | claims and limitations on insurance coverage; |
| ● | the restatement of our financial statements; |
| ● | geological, metallurgical and geotechnical studies and opinions; |
| ● | mineral resource estimates and our ability to define and declare reserve estimates; |
| ● | our status as an emerging growth company, non-reporting Canadian issuer and passive foreign investment company; |
| ● | infrastructure risks; |
| ● | dependence on key management personnel and executive officers; |
| ● | political and market conditions beyond our control; |
3
| ● | the impact of pandemics on our business; and |
| ● | our financial performance. |
These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results, performance or achievements to differ materially from those indicated or implied by forward-looking statements such as those described under the caption “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (“SEC”), on March 27, 2023 (the “2022 Annual Report on Form 10-K”), as updated and supplemented under the caption “Risk Factors” in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on August 14, 2023 and this Quarterly Report on Form 10-Q, as updated and/or supplemented in subsequent filings we make with the SEC. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
4
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
TMC the metals company Inc.
Condensed Consolidated Balance Sheets
(in thousands of US Dollars, except share amounts)
(Unaudited)
| | | | As at | | As at | ||
|
| |
| September 30, |
| December 31, | ||
ASSETS |
| Note |
| 2023 |
| 2022 | ||
Current | | | |
| |
| |
|
Cash | | | | $ | |
| $ | |
Receivables and prepayments | | | |
| |
| | |
| | | |
| |
| | |
Non-current | | | |
| |
| | |
Exploration contracts |
| | |
| |
| | |
Equipment | | | |
| |
| | |
Right-of-use asset | | 13 | | | | | | — |
Investment | | 6 | | | | | | — |
| | | |
| |
| | |
| | | | | | | | |
TOTAL ASSETS | | | | $ | |
| $ | |
| | | | | | | | |
LIABILITIES | | | |
| |
| | |
Current | | | |
| |
| | |
Accounts payable and accrued liabilities |
| | |
| |
| | |
| | | |
| |
| | |
Non-current | | | |
| |
| | |
Deferred tax liability |
| | |
| |
| | |
Warrants liability |
| 9 | |
| |
| | |
TOTAL LIABILITIES | | | | $ | |
| $ | |
| | | | | | | | |
EQUITY | | | |
| |
| | |
Common shares (unlimited shares, |
| | |
| |
| | |
Special Shares | | | |
| |
| | |
Additional paid in capital | | | |
| |
| | |
Accumulated other comprehensive loss | | | |
| ( |
| | ( |
Deficit | | | |
| ( |
| | ( |
TOTAL EQUITY | | | |
| |
| | |
| | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | | | $ | |
| $ | |
Nature of Operations (Note 1)
Commitments and Contingent Liabilities (Note 15)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
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 | | Nine months ended | ||||||||
|
| |
| September 30, | | September 30, | ||||||||
|
| Note |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Operating expenses |
|
| | |
|
| | |
| |
|
| |
|
Exploration and evaluation expenses |
| 7 | | $ | |
| $ | |
| $ | |
| $ | |
General and administrative expenses | | | | | |
| | |
| | |
| | |
Operating loss | | | | | |
| | |
| | |
| | |
| | | | | | | | | | | | | | |
Other items | | | | |
|
| | |
| |
|
| |
|
Equity-accounted investment loss | | 6 | | | | | — | | | | | | — | |
Gain on disposition of asset | | 6 | | | — | | | — | | | ( | | | — |
Change in fair value of warrants liability | | 9 | | | ( | | | ( | | | | | | ( |
Foreign exchange loss (gain) |
| | | | |
| | ( |
| | |
| | ( |
Interest income | | | | | ( |
| | ( |
| | ( |
| | ( |
Fees and interest on credit facility | | 12 | | | |
| | — |
| | |
| | — |
| | | | | | | | | | | | | | |
Net loss and comprehensive loss for the period | | | | $ | |
| $ | |
| $ | |
| $ | |
| | | | | | | | | | | | | | |
Net loss per share - basic and diluted |
| 11 | | $ | |
| $ | |
| $ |
| $ | | |
| | | | | | | | | | | | | | |
Weighted average number of common shares outstanding – basic and diluted |
| | | |
| | |
| | |
| | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
TMC the metals company Inc.
Condensed Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | Common Shares | | | | | Additional | | Other | | | | | | | |||||
| | | | | | | Special | | Paid in | | Comprehensive | | | | | | | |||
Three months ended September 30, 2023 |
| Shares |
| | Amount |
| Shares |
| Capital |
| Loss |
| Deficit |
| Total | |||||
June 30, 2023 | | | | $ | | | $ | — |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
Exercise of stock options (Note 10) | | | | | | | | — | | | ( | | | — | | | — | | | |
Exercise of warrant by Allseas (Note 9) | | | | | | | | — |
| | ( |
| | — |
| | — |
| | |
Shares issued to Allseas (Note 13) | | | | | | | | — |
| | — |
| | — |
| | — |
| | |
Conversion of restricted share units, net of shares withheld for taxes (Note 10) | | | | | | | | — | | | ( | | | — | | | — | | | — |
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Note 8) | | | | | | | | — |
| | |
| | — |
| | — |
| | |
Share-based compensation (Note 10) | | — | | | — | | | — | | | | | | — | | | — | | | |
Net loss for the period | | — | | | — | | | — |
| | — |
| | — |
| | ( |
| | ( |
September 30, 2023 | | | | $ | | | $ | — |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | Common Shares | | | |
| Additional |
| Other |
| | |
| | | |||||
| | | | | | | Special | | Paid in | | Comprehensive | | | | | | | |||
Three months ended September 30, 2022 |
| Shares |
| Amount |
| Shares |
| Capital |
| Loss |
| Deficit |
| Total | ||||||
June 30, 2022 | | | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of stock options |
| | | | | | | — |
| | ( |
| | — |
| | — |
| | |
Conversion of restricted share units, net of shares withheld for taxes | | | | | | | | — | | | ( | | | — | | | — | | | — |
Issuance of shares under PIPE financing - net of expenses | | | | | | | | — | | | — | | | — | | | — | | | |
Share-based compensation |
| — | | | — | | | — |
| | |
| | — |
| | — |
| | |
Net loss for the period |
| — | | | — | | | — |
| | — |
| | — |
| | ( |
| | ( |
September 30, 2022 |
| | | $ | | | $ | — |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
TMC the metals company Inc.
Condensed Consolidated Statements of Changes in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | Additional | | Other | | | | | | | ||
| | Common Shares | | Special | | Paid in | | Comprehensive | | | | | | | ||||||
Nine months ended September 30, 2023 |
| Shares |
| Amount |
| Shares |
| Capital |
| Loss |
| Deficit |
| Total | ||||||
December 31, 2022 | | | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of stock options (Note 10) | | | | | | | | — | | | ( | | | — | | | — | | | |
Exercise of warrant by Allseas (Note 9) | | | | | | | | — | | | ( | | | — | | | — | | | |
Shares issued to Allseas (Notes 6 and 13) | | | | | | | | — | | | — | | | — | | | — | | | |
Conversion of restricted share units, net of shares withheld for taxes (Note 10) | | | | | | | | — | | | ( | | | — | | | — | | | |
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Note 8) |
| |
| | |
| | — |
| | |
| | — |
| | — |
| | |
Share purchase under Employee Share Purchase Plan (Note 10) |
| |
| | |
| | — |
| | ( |
| | — |
| | — |
| | |
Expenses settled with share-based payments (Note 10) | | — | | | — | | | — | | | | | | — | | | — | | | |
Share-based compensation (Note 10) | | — | | | — | | | — | | | | | | — | | | — | | | |
Net loss for the period |
| — |
| | — |
| | — |
| | — |
| | — |
| | ( |
| | ( |
September 30, 2023 |
| |
| $ | |
| $ | — |
| $ | |
| $ | ( |
| $ | ( |
| $ | |
| | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | Additional | | Other | | | | | | | ||
| | Common Shares | | Special | | Paid in | | Comprehensive | | | | | | | ||||||
Nine months ended September 30, 2022 |
| Shares |
| Amount |
| Shares |
| Capital |
| Loss |
| Deficit |
| Total | ||||||
December 31, 2021 | | | | $ | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | |
Exercise of stock options | | | | | | | | — | | | ( | | | — | | | — | | | |
Conversion of restricted share units, net of shares withheld for taxes |
| |
| | |
| | — |
| | ( |
| | — |
| | — |
| | ( |
Issuance of shares under PIPE financing - net of expenses |
| |
| | |
| | — |
| | — |
| | — |
| | — |
| | |
Share purchase under Employee Share Purchase Plan |
| |
| | |
| | — |
| | ( |
| | — |
| | — |
| | |
Share-based compensation |
| — |
| | — |
| | — |
| | |
| | — |
| | — |
| | |
Net loss for the period |
| — |
| | — |
| | — |
| | — |
| | — |
| | ( |
| | ( |
September 30, 2022 |
| | | $ | | | $ | — | | | | | $ | ( | | $ | ( | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
TMC the metals company Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
| | | | Nine months ended | | Nine months ended | ||
|
| |
| September 30, |
| September 30, | ||
| | Note | | 2023 | | 2022 | ||
Cash provided by (used in) |
|
| | |
|
| |
|
| | | | | | | | |
Operating activities |
| | | | | | | |
Net loss for the period |
| | | $ | ( |
| $ | ( |
Items not affecting cash: |
| | | | |
| | |
Amortization | | | | | | | | |
Lease Expense | | 13 | | | | | | — |
Expenses settled with share-based payments | | 10 | | | | | | |
Equity-accounted investment loss |
| 6 | | | |
| | — |
Change in fair value of warrants liability |
| 9 | | | |
| | ( |
Gain on disposition of asset | | 6 | | | ( | | | — |
Unrealized foreign exchange movement | | | | | ( | | | |
Changes in working capital: |
| | | | |
| | |
Receivables and prepayments |
| | | | ( |
| | ( |
Accounts payable and accrued liabilities |
| | | | ( |
| | |
Net cash used in operating activities | | | | | ( |
| | ( |
| | | | | | | | |
Investing activities |
| | | | |
| | |
Cash received from investment in Low Carbon Royalties | | 6 | | | | | | — |
Acquisition of equipment | | | | | ( | | | ( |
Net cash provided by (used in) investing activities | | | | | |
| | ( |
| | | | | | | | |
Financing activities |
| | | | |
| | |
Proceeds from employee share purchase plan |
| 10 | | | |
| | |
Proceeds from exercise of stock options | | 10 | | | | | | |
Proceeds from exercise of warrants by Allseas | | 9 | | | | | | — |
Proceeds from Registered Direct Offering | | 8 | | | | | | — |
Expenses paid for Registered Direct Offering | | 8 | | | ( | | | — |
Proceeds from PIPE financing | | | | | — | | | |
Expenses paid for PIPE financing | | | | | — | | | ( |
Proceeds from issuance of shares | | | | | | | | — |
Taxes withheld and paid on share-based compensation | | | | | — |
| | ( |
Net cash provided by financing activities | | | | | | | | |
| | | | | | | | |
Decrease in cash |
| | | $ | ( |
| $ | ( |
Impact of exchange rate changes on cash |
| | | | |
| | ( |
Cash - beginning of period |
| | | | |
| | |
Cash - end of period |
| | | | |
| $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
1.Nature of Operations
TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019 and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. On September 9, 2021, the Company completed its business combination (the “Business Combination”) with DeepGreen Metals Inc. (“DeepGreen”). The Company’s corporate office, registered address and records office is located at 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively.
The Company is a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles (1,500 miles or 2,400 kilometers) southwest of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) which can be used as (i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediate nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, clean energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production.
Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The ISA requires that a contractor obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and that such nation maintains effective supervision and regulatory control over such sponsored contractor. The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering
The realization of the Company’s assets and attainment of profitable operations is dependent upon many factors including, among other things: financing being arranged by the Company to continue operations, development of a nodule collection system for the recovery of polymetallic nodules from the seafloor as well as development of processing technology for the treatment of polymetallic nodules, the establishment of mineable reserves, the commercial and technical feasibility of seafloor polymetallic nodule collection and processing, metal prices, and regulatory approvals and environmental permitting for commercial operations. The outcome of these matters cannot presently be determined because they are contingent on future events and may not be fully under the Company’s control.
10
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
2.Basis of Presentation
These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2023 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2022. The Company has applied the same accounting policies as in the prior year, except as disclosed below.
3.Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 10), as well as the valuation of warrants liability (Note 9), the valuation of the investment in Low Carbon Royalties Inc. (“Low Carbon Royalties”) (Note 6) and the valuation of leases (Note 5). Actual results could differ materially from those estimates.
4.Fair Value of Financial Instruments
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.
The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
| ● | Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. |
| ● | Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
| ● | Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
There were
11
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
As at September 30, 2023, and December 31, 2022, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include public and private warrants issued by the Company. These warrants are valued at fair value, which is disclosed in Note 9.
5.Significant Accounting Policies Adopted During the Period
Investments
The Company consolidates investments over which it has control in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). Where the Company does not have control over the investment, but has significant influence, the Company records the investment in accordance with ASC 323, Investments-Equity Method and Joint Ventures (“ASC 323”) whereby, after recording the initial investment, the Company recognizes its proportional share of results of operations of the affiliate in its consolidated financial statements. The value of the equity method investments is impaired if it is determined that there is an other-than-temporary decline in value. Investments over which the Company does not have control nor significant influence are recorded at cost.
Leases
The Company records leases in accordance with ASC 842, Leases, and determines if an arrangement contains a lease at inception. If an arrangement contains a lease, the Company performs a lease classification test to determine if the lease is an operating lease or a finance lease. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease payments consist of i) fixed payments, less any lease incentives, ii) variable payments, that depend on an index or a rate, iii) exercise price of an option to purchase the underlying asset, iv) payment for penalties for terminating the lease, v) fees disbursed to the owners of special-purpose entities for structuring the transaction, and vi) amounts that are highly probable to be owed under residual value guarantees
Operating lease liabilities are recognized on the commencement date of the lease based on the present value of the future lease payments over the lease term. Operating lease liabilities due within the subsequent 12 months of the reporting date are classified as current lease liabilities and are included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet. Operating lease liabilities payable after the subsequent 12 months of the reporting date are classified as non-current lease liabilities and are presented as non-current lease liability in the condensed consolidated balance sheet.
ROU assets are valued at the initial measurement of the lease liability, plus any indirect costs or rent prepayments, and reduced by any lease incentives and any deferred lease payments. Operating ROU assets are recorded as right-of-use assets, net of any amortization on the condensed consolidated balance sheet and are amortized over the lease term. Lease expense is recognized on a straight-line basis over the life of the lease and, depending on the nature of the ROU asset, is either included in exploration and evaluation expenses or in general and administrative expenses. The Company subsequently measures the right-of-use asset for an operating lease at the amount of the remeasured lease liability (i.e. the present value of the remaining lease payments), adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs.
12
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
6.Strategic Partnerships
Strategic Alliance with Allseas
On February 13, 2023, the Company entered into a Fifth Amendment to the Pilot Mining Test Agreement (the “PMTA”) and Third Amendment to Strategic Alliance Agreement (together with the PMTA, the “Amendments”), which was effective as of February 8, 2023, with DGE, DeepGreen Metals Inc. and Allseas. The Amendments relate to the Company’s settlement of the third and final payment of $
On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore System until the system is completed or December 31, 2026, whichever is earlier (Note 13). In consideration of the exclusivity term, the Company, on August 14, 2023, issued
On August 9, 2023,
As a part of the Registered Direct Offering in August 2023 (Note 8), Allseas purchased
As at September 30, 2023, Allseas owned
Investment in Low Carbon Royalties
On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties, a private corporation formed under the laws of British Columbia, Canada, to finance low carbon emitting energy production and technologies (natural gas, nuclear, renewables), transition metals and minerals required for energy storage and electrification (Cu, Li, Ni, Co, Mn), and the evolving environmental markets (the “Partnership”). In connection with the Royalty Agreement, NORI contributed a
The Company has accounted for the investment in Low Carbon Royalties in accordance with ASC 323-10 and has thus applied the equity method of accounting to this investment. When considering the royalty liability instrument as well as the embedded repurchase features, management has elected to account for the royalty liability under the fair value option in accordance with ASC 825-10.
13
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America, increasing its total gross overriding royalty on the existing first license block from
Based on the fair value of the NORI Royalty and the cash received on the Closing Date, the Company recorded $
|
| Investment | |
Fair value of NORI Royalty | | $ | |
Cash received | | $ | ( |
Cost of Investment on Closing Date | | $ | |
Equity-accounted investment loss for the nine months ended September 30, 2023 | |
| ( |
Investment as at September 30, 2023 | | $ | |
The net consideration received of $
7.Exploration and Evaluation Expenses
The detail of exploration and evaluation expenses is as follows:
| | NORI | | Marawa | | TOML | | | | |||
| | Exploration | | Option | | Exploration | | | | |||
For the three months ended September 30, 2023 |
| Contract |
| Agreement |
| Contract |
| Total | ||||
Environmental Studies |
| $ | |
| $ | — |
| $ | — |
| $ | |
Exploration Labor |
| | |
| | |
| | |
| | |
Share-Based Compensation (Note 10) |
| | |
| | |
| | |
| | |
Mining, Technological and Process Development |
| | |
| | — |
| | |
| | |
Prefeasibility Studies | | | | | | — | | | — | | | |
Sponsorship, Training and Stakeholder Engagement |
| | |
| | |
| | |
| | |
Other |
| | |
| | — |
| | |
| | |
|
| $ | |
| $ | |
| $ | |
| $ | |
| | NORI | | Marawa | | TOML | | | | |||
| | Exploration | | Option | | Exploration | | | | |||
For the three months ended September 30, 2022 |
| Contract |
| Agreement |
| Contract |
| Total | ||||
Environmental Studies |
| $ | | | $ | — | | $ | — | | $ | |
Exploration Labor |
| | | | | | | | | | | |
Share-Based Compensation (Note 10) |
| | |
| | |
| | |
| | |
Mining, Technological and Process Development |
| | |
| | |
| | |
| | |
PMTS |
| | |
| | |
| | |
| | |
Sponsorship, Training and Stakeholder Engagement |
| | | | | | | | | | | |
Other | | | |
| | |
| | |
| | |
|
| $ | | | $ | | | $ | | | $ | |
14
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
| | NORI | | Marawa | | TOML | | |
| |||
| | Exploration | | Option | | Exploration | | | | |||
For the nine months ended September 30, 2023 |
| Contract |
| Agreement |
| Contract |
| Total | ||||
Environmental Studies | | $ | | | $ | — | | $ | — | | $ | |
Exploration Labor | | | | | | | | | | | | |
Share-Based Compensation (Note 10) |
| | |
| | |
| | |
| | |
Mining, Technological and Process Development |
| | |
| | — |
| | |
| | |
Prefeasibility Studies |
| | |
| | — |
| | — |
| | |
Sponsorship, Training and Stakeholder Engagement | | | | | | | | | | | | |
Other |
| | |
| | — |
| | |
| | |
| | $ | | | $ | | | $ | | | $ | |
| | NORI | | Marawa | | TOML | | | | |||
| | Exploration | | Option | | Exploration | | | | |||
For the nine months ended September 30, 2022 |
| Contract |
| Agreement |
| Contract |
| Total | ||||
Environmental Studies | | $ | | | $ | | | $ | — | | $ | |
Exploration Labor | | | | | | | | | | | | |
Share-Based Compensation (Note 10) |
| | |
| | |
| | |
| | |
Mining, Technological and Process Development |
| | |
| | |
| | |
| | |
PMTS |
| | |
| | |
| | |
| | |
Sponsorship, Training and Stakeholder Engagement | | | | | | | | | | | | |
Other |
| | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | | $ | |
8.Registered Direct Offering
On August 14, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”)
As at September 30, 2023,
9.Warrants
For accounting purposes, the Company was considered to have issued the
15
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Public Warrants
As at September 30, 2023,
As at September 30, 2023, the value of outstanding Public Warrants of $
Private Warrants
As at September 30, 2023,
The Company re-measures the fair value of the Private Warrants at the end of each reporting period. The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The volatility for the private warrants is based
As at September 30, 2023, the fair value of outstanding Private Warrants of $
|
| Private | |
| | Warrants | |
Warrants liability as at December 31, 2022 | | $ | |
Increase in fair value of warrants liability | |
| |
Warrants liability as at September 30, 2023 | | $ | |
As at September 30, 2023 and December 31, 2022, the fair value of the Private Warrants was estimated using the following assumptions:
| | September 30, | | December 31, |
| ||
|
| 2023 |
| 2022 |
| ||
Exercise price | | $ | | | $ | |
|
Share price | | $ | | | $ | | |
Volatility | | | | % |
| | % |
Term (years) | | | |
| | ||
Risk-free rate | | | | % |
| | % |
Dividend yield | | | | % |
| | % |
There were
Allseas Warrant
The Allseas warrant vested and became exercisable upon the successful completion of the PMTS in November 2022. On July 26, 2023, the Allseas warrant was exercised resulting in the issuance of
16
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Class A Warrants
As a part of the Registered Direct Offering (Note 8), the Company issued
The Class A Warrants were valued on August 14, 2023, at a fair value of $
|
| August 14, |
| |
| | 2023 |
| |
Exercise price | | $ | | |
Share price | | $ | | |
Call price threshold | | $ | | |
Volatility | |
| | % |
Term (years) | |
| | |
Risk-free rate | |
| | % |
Dividend yield | |
| | % |
In accordance with ASC 815 – Derivatives and Hedging, the Company has classified the Class A Warrants as equity and as at September 30, 2023 recorded $
10.Share-Based Compensation
The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of September 30, 2023, is
Stock options
As at September 30, 2023, there were
During the three and nine months ended September 30, 2023, the Company recognized $
17
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Restricted Share Units
The details of restricted share units (“RSUs”) granted during the three and nine months ended September 30, 2023 are described below.
|
| Three months |
| Nine months | ||||
| | ended September 30, | | ended September 30, | ||||
Vesting Period |
| 2023 |
| 2022 |
| 2023 |
| 2022 |
Vesting immediately(1)(2) | | — | | | | | | |
Vesting fully on the first anniversary of the grant date(3) |
| — |
| — |
| |
| |
Vesting in thirds on each anniversary of the grant date(4) |
| — |
| |
| |
| |
Vesting in fourths on each anniversary of the grant date |
| — |
| — |
| |
| |
| (1) | Of the |
| (2) | During the three and nine months ended September 30, 2023 the Company granted |
| (3) | During the three and nine months ended September 30, 2023, |
| (4) | During the three and nine months ended September 30, 2023, the Company granted |
During the three and nine months ended September 30, 2023, a total of $
As at September 30, 2023, an aggregate of
18
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Employee Share Purchase Plan
As of September 30, 2023, there were
During the three and nine months ended September 30, 2023, the Company issued
11.Loss per Share
Basic and diluted loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive. Anti-dilutive equivalent common shares were as follows:
| | Nine months ended | | Nine months ended |
| | September 30, | | September 30, |
|
| 2023 |
| 2022 |
Outstanding options to purchase common shares | | |
| |
Outstanding RSUs | | |
| |
Outstanding shares under ESPP | | | | |
Outstanding warrants | | | | |
Outstanding Special Shares and options to purchase Special Shares | | | | |
Total anti-dilutive common equivalent shares | | |
| |
12.Credit Facility with Allseas Affiliate
On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“Credit Facility”), with Argentum Credit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $
During the three and nine months ended September 30, 2023, the Company had not drawn any amount from the Credit Facility and has incurred $
19
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
13.Exclusive Vessel Use Agreement with Allseas
The Company has determined that the Exclusive Vessel Use Agreement with Allseas (described in Note 6) is a lease agreement, classified as an operating lease. On August 1, 2023, the Company had recorded lease liability amounting to $
For the three and nine months ended September 30, 2023, the Company has recognized $
As at September 30, 2023, the net amount of lease liability and right-of-use asset is presented below:
|
| Lease Liability | |
Balance as on August 1, 2023 |
| $ | |
Payments made during the quarter by issuing | | | |
Balance as at September 30, 2023 |
| $ | — |
|
| Right-of-use Asset | |
Balance as on August 1, 2023 |
| $ | |
Lease expense during the quarter | | | |
Balance as at September 30, 2023 |
| $ | |
14.Related Party Transactions
Transactions with Allseas and its Affiliates:
On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas, as described in Notes 6 and 13.
On August 9, 2023, Allseas exercised the Allseas Warrant, as described in Notes 6 and 9.
Allseas participated in the Registered Direct Offering in August 2023, as described in Notes 6 and 8.
During the three and nine months ended September 30, 2023, the Company had not drawn from the Credit Facility with an affiliate of Allseas and has incurred $
During the three and nine months ended September 30, 2023, Allseas provided the Company with engineering and project management services totaling $
20
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Transactions with Other Related Parties:
The Company’s subsidiary, DeepGreen Engineering Pte. Ltd., is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three and nine months ended September 30, 2023 totaled $
The Company’s Chief Ocean Scientist provides consulting services to the Company through Ocean Renaissance LLC (“Ocean Renaissance”) where he is a principal. Consulting services during the three and nine months ended September 30, 2023 amounted to $
The Registered Direct Offering announced on August 14, 2023, included approximately $
The Company advanced $
15.Commitments and Contingent Liabilities
NORI Exploration Contract
As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report, which included a proposed work plan and estimated budget for 2022 to 2026, has been reviewed by and agreed with the ISA, and the Company is implementing the five-year plan. NORI has estimated its work plan for 2023 to be approximately $
21
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
Marawa Option Agreement and Services Agreement
Through DGE’s Marawa Option Agreement and separate Services Agreement with Marawa with respect to the Marawa Area, Marawa and DGE committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2023 and 2024 is Australian dollar (“AUD”) $
TOML Exploration Contract
As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next
Other Commitments
On September 6, 2023, the Company’s wholly owned subsidiary NORI issued a Letter of Intent (“LOI”) to a third party to contract a survey vessel for the NORI-D Collector test monitoring program scheduled in the fourth quarter of the year. Under the LOI, NORI confirmed that in the event that the parties to the LOI not proceed with the formal contact execution or if NORI terminates performance of the designated works, NORI will reimburse the contractor with the actual direct costs and expenditures it has reasonably incurred in performance of the scope of LOI up to a maximum of $
The Company’s wholly owned subsidiary NORI has issued purchase orders to various vendors totaling $
Contingent Liability
On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about the Company’s operations and prospects during the period from March 4, 2021 and October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling. There is no assurance, however, that the Company or the other defendants will be successful in the Company’s defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved.
22
TMC the metals company Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands of US Dollars, except share and per share amounts and unless otherwise stated)
(Unaudited)
On January 23, 2023, an investor in the 2021 private placement from the Business Combination filed a lawsuit against the Company in New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company breached the representations and warranties in the plaintiff’s private placement Subscription Agreement and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. An Oral Hearing on the Motion to Dismiss has been scheduled for December 7, 2023. There is no assurance, however, that the Company will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated.
16.Segmented Information
The Company’s business consists of only
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto for the year ended December 31, 2022 contained in our 2022 Annual Report on Form 10-K. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Risk Factors” in Item 1A of Part I of the 2022 Annual Report on Form 10-K, as updated and supplemented under the caption “Risk Factors” in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on August 14, 2023 and this Quarterly Report on Form 10-Q, as further updated and/or supplemented in subsequent filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “TMC” and “the Company” are intended to mean the business and operations of TMC the metals company Inc. and its consolidated subsidiaries. The unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2023 and 2022, respectively, present the financial position and results of operations of TMC the metals company Inc. and its consolidated subsidiaries.
Overview
We are a deep-sea minerals exploration company focused on the collection, processing and refining of polymetallic nodules found on the seafloor in international waters of the Clarion Clipperton Zone (“CCZ”), about 1,300 nautical miles (1,500 miles or 2,400 kilometers) south-west of San Diego, California. The CCZ is a geological submarine fracture zone of abyssal plains and other formations in the Eastern Pacific Ocean, with a length of around 7,240 km (4,500 miles) that spans approximately 4,500,000 square kilometers (1,700,000 square miles). Polymetallic nodules are discrete rocks that sit unattached to the seafloor, occur in significant quantities in the CCZ and have high concentrations of nickel, manganese, cobalt and copper in a single rock.
These four metals contained in the polymetallic nodules are critical for the transition to low-carbon energy. Our resource definition work to date shows that nodules in our contract areas represent the world’s largest undeveloped resource of critical battery metals. If we are able to collect polymetallic nodules from the seafloor on a commercial scale, we plan to use such nodules to produce three types of metal products: (i) feedstock for battery cathode precursors (nickel and cobalt sulfates, or intermediary nickel-copper-cobalt matte, or nickel-copper-cobalt alloy) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, clean energy transmission and other applications, and (iii) manganese silicate for manganese alloy production required for steel production. Our mission is to build a carefully managed, shared stock of metal (a “metal commons”) that can be used, recovered and reused for generations to come. Significant quantities of newly mined metal are required because existing metal stocks are insufficient to meet rapidly rising demand.
Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority, an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea (“UNCLOS”). The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The ISA requires that a contractor obtain and maintain sponsorship by a host nation that is a member of the ISA and signatory to UNCLOS, and that such nation maintains effective supervision and regulatory control over such sponsored contractor. The ISA has issued a total of 19 polymetallic nodule exploration contracts covering approximately 1.28 million km2, or 0.4% of the global seafloor, 17 of which are in the CCZ. We hold exclusive exploration and commercial rights to three of the 17 polymetallic nodule contract areas in the CCZ through our subsidiaries Nauru Ocean Resources Inc. (“NORI”) and Tonga Offshore Mining Limited (“TOML”), sponsored by the Republic of Nauru (“Nauru”) and the Kingdom of Tonga (“Tonga”), respectively, and exclusive commercial rights through our subsidiary, DeepGreen Engineering Pte. Ltd.’s (“DGE”), arrangement with Marawa Research and Exploration Limited (“Marawa”), a company owned and sponsored by the Republic of Kiribati (“Kiribati”).
We are still in the exploration phase and have not yet obtained any exploitation contracts from the ISA to commence commercial scale polymetallic nodule collection in the CCZ nor do we have the applicable environmental and other permits required to build and/ or operate commercial-scale polymetallic nodule processing and refining plants on land.
24
We have key strategic alliances with (i) Allseas Group S.A. (“Allseas”), a leading global offshore contractor, which has developed and successfully tested the pilot nodule collection system in the NORI Area D, completed in the fourth quarter of 2022, with experience from this testing program informing the design of upgrades and modifications of the pilot system for conversion into the initial smaller scale commercial production system which is expected to serve as the basis for the design of a full-scale commercial production system, and (ii) Glencore International AG (“Glencore”) which holds offtake rights to 50% of nickel and copper production from the NORI area processed through a TMC owned and operated production facility. In addition, we have worked with engineering firm Hatch Ltd. and consultants Kingston Process Metallurgy Inc. to develop a near-zero solid waste flowsheet. The primary processing stages of the flowsheet from nodule to NiCuCo matte intermediate were tested as part of our pilot plant program at FLSmidth & Co A/S’s and Xpert Process Solutions’ (“XPS”, a Glencore company) facilities. The matte refining stages are being tested at SGS Lakefield. The near-zero solid waste flowsheet is expected to serve as the basis for the onshore facilities that will process the nodules in the future. In November 2022, we entered into a non-binding memorandum of understanding (“MoU”) with Pacific Metals Co Ltd (PAMCO) of Japan, to evaluate the toll treatment of an initial quantity of 1.3 million tonnes of wet polymetallic nodules per year at PAMCO’s Hachinohe smelting facility starting in 2025. Subject to entering into a binding arrangement with PAMCO, the toll treatment is intended to take place on a dedicated rotary kiln-electric arc furnace (“RKEF”) processing line and produce two products: nickel-copper-cobalt alloy, an intermediate product used as feedstock to produce Li-ion battery cathodes, and a manganese silicate product used to make silico-manganese alloy, a critical input into steel manufacturing. PAMCO’s Hachinohe facility is located on the coast in northern Japan and is equipped with suitable port and processing infrastructure required to receive and process polymetallic nodules and to ship products to customers.
We are currently focused on preparing to submit our application to the ISA for our first exploitation contract for the NORI Area D contract area following the July 2024 meetings of the ISA’s twenty-ninth session. Assuming a one-year review process, we expect to be in production in the fourth quarter of 2025 if the application is approved. To reach our objective and initiate commercial production, we are: (i) defining our resource and project economics, (ii) developing a commercial offshore nodule collection system, (iii) assessing the environmental and social impacts of offshore nodule collection, and (iv) developing onshore technology to process collected polymetallic nodules into a manganese silicate product, and an intermediate nickel-copper-cobalt matte or nickel-copper-cobalt alloy product and/or end-products like nickel and cobalt sulfates, and copper cathode.
Developments in the Third Quarter 2023
Below are some of the major developments that occurred in the third quarter 2023:
TMC Announces Registered Direct Offering:
On August 14, 2023, we entered into a securities purchase agreement with certain investors , pursuant to which we agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares for expected gross proceeds to us of $24.9 million and expected net proceeds to us of $23.5 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The common share and the accompanying Class A Warrant to purchase 0.5 of a common share were sold at a price of $2.00. The exercise price of the Class A Warrants is $3.00, subject to adjustment as provided in the warrant agreement.
Next Phase of Adaptive Management System Development Announced:
Following the delivery of a prototype Digital Twin from Kongsberg Digital in 2022 and its deployment during the collector tests in 2022, we announced in September 2023 that we had entered into the next phase of our relationship with Kongsberg Digital to further develop the Digital Twin which will integrate multiple data streams from our future production system and is designed to enable 3D visualization of our deep-sea operating environment, providing ‘eyes and ears’ to the regulator and stakeholders. The Digital Twin is a core component of our broader Adaptive Management System (AMS) which is designed to utilise AI and hybrid machine learning capabilities of the Digital Twin with expert analysis to ensure operations remain within environmental impact thresholds, a system with potential applications for resource operations at sea and on land.
25
Developments subsequent to the Third Quarter 2023
TMC Publishes 2022 Impact Report:
In October 2023, we published our second annual Impact Report which provides an update on key milestones achieved in our assessment of the environmental and social impacts of seafloor nodule collection and those impacts relative to land-based alternatives, and the efforts we are undertaking to eliminate or reduce such impacts. As part of the Impact Report, we also introduced our Sustainability Approach highlighting our thought processes about how we intend to fully align our activities to environmental, social and governance (ESG) principles.
TMC Launches Post Collector Test Monitoring Campaign:
In October 2023 we entered into a services agreement with a third party in order for NORI to conduct an assessment of the benthic impact of the 2022 collector test for the period of approximately 12 months post the collector test activities, which we believe will strengthen the quality of NORI’s Environmental Impact Statement (“EIS”) and Environmental Management & Monitoring Plan (“EMMP”) by providing additional information on the environmental regeneration of the collection test area. The key activities to be undertaken are box cores, multicores, benthic and covariance lander works, and megafauna and sedimentation survey around the test field area. While undertaking this work, the pre-survey of Project Zero mining areas for the first 2 years of production will be undertaken to identify major geological and geomorphological features to inform the mine plan, EIS and EMMP, each of which will be key elements of NORI’s application to the ISA for an exploitation contract for NORI Area D. The activities pursuant to the Services Agreement are expected to take approximately 3 months to complete.
Developments with our Allseas Partnership:
As a result of lifting to the production vessel, Hidden Gem, more than 3,000 tonnes of wet nodules during the collector tests conducted in the fourth quarter of 2022, Allseas and NORI believe that they can upgrade the pilot nodule collection system, including the Hidden Gem, into the first production system, which we refer to as the Project Zero Offshore System.
In August 2023, we announced that Allseas and NORI are now executing on a plan designed to increase the maximum production capacity of the Project Zero Offshore System from the previous estimate of 1.3 million wet tonnes per annum to an estimated 3.0 million wet tonnes per annum in stepped increments based on Allseas’ estimates – a potential increase of 130%. The upgrades are expected to include the addition of a second 15-meter collector vehicle, the use of a wider diameter riser pipe from the seafloor to the surface, implementation of a larger compressor spread and improvements to the system designed to further mitigate its environmental impacts. Capacity is expected to be increased over time as production and experience milestones are met, which we believe will help manage operational risk, minimize up-front capital expenditure requirements and allow for staged increases in capacity as environmental review thresholds are met. Most of these capacity improvements are expected to occur after NORI’s application for an exploitation contract over NORI Area D is ready for submission to the ISA.
In furtherance of our non-binding term sheet entered into in March 2022 with Allseas, we continue our discussions with Allseas regarding these upgrades and the development of the Project Zero Offshore System and anticipate reaching a definitive agreement with Allseas before the end of 2023. The definitive agreement is expected to include further details on pre-production system development and post-production costs. There can be no assurances, however, that we will enter into a definitive agreement(s) with Allseas in a particular time period, or at all, or on terms similar to those currently expected, or that if such definitive agreement(s) is entered into that the Project Zero Offshore System will be successfully developed or operated.
In addition, on August 1, 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 the Project Zero Offshore System until the system is completed or December 31, 2026, whichever is earlier. In consideration of the exclusivity term, we have issued 4.15 million common shares to Allseas on August 14, 2023. We expect that the definitive agreement with Allseas discussed above will extend the exclusive use of the Hidden Gem.
26
Industry Update
ISA Developments:
The ISA did not provisionally adopt and approve the final rules, regulations and procedures (“RRPs” or the “Mining Code”) for the exploitation of mineral resources by the July 9, 2023 deadline. At its July 2023 session, the ISA released a road map to continue the elaboration of the Mining Code with a view to its adoption during the thirtieth session of the ISA in 2025, with the potential for earlier adoption during the twenty-ninth session of the ISA in 2024 if the Mining Code is ready for adoption. The road map includes three scheduled ISA Council meetings, October/November 2023, March 2024 and July 2024, to progress the Mining Code. There can be no assurances, however, that the Mining Code will be adopted within these timelines, or at all.
Consistent with Nauru’s rights, as the sponsoring state of NORI, under UNCLOS and the 1994 agreement relating to the implementation of Part XI of UNCLOS, NORI reserves its right to submit a plan of work for exploitation, in the absence of the adoption of the final Mining Code pursuant to Section 1, Paragraph 15(c) of the Annex to the 1994 agreement relating to the implementation of Part XI of UNCLOS, the possibility of which was recognized in ISA Council decisions ISBA/28/C/24 and ISBA/28/C/25. There can be no assurances, however, that the ISA will provisionally approve our plan of work or that such provisional approval would lead to the issuance of an exploitation contract by the ISA.
NORI intends to submit an application to the ISA for an exploitation contract for NORI Area D following the conclusion of the July 2024 meeting of the ISA’s twenty-ninth session. Assuming submission of an application for a plan of work for exploitation following the July 2024 meeting of the ISA and an approval process taking approximately one year, the Company expects its first production of nodules from NORI Area D to be in the fourth quarter of 2025. There can be no assurances, however, if the ISA will approve an application, or the plan of work included therein, and/or issue an exploitation contract.
The Business Combination
On September 9, 2021, we completed the Business Combination with SOAC. The transaction resulted in the combined company being renamed “TMC the metals company Inc.” and the combined company’s common shares and public warrants to purchase common shares (the “Public Warrants”) commenced trading on Nasdaq on September 10, 2021, under the symbols “TMC” and “TMCWW,” respectively. As a result of the Business Combination, we received gross proceeds of approximately $137.6 million.
Exploration Contracts
We currently hold exclusive exploration rights to certain polymetallic nodule areas in the CCZ through our subsidiaries NORI and TOML, sponsored by the Republic of Nauru and Kingdom of Tonga, respectively, and exclusive commercial rights through our subsidiary’s (DGE) arrangement with Marawa, a company owned and sponsored by the Republic of Kiribati.
NORI Exploration Contract
NORI, our wholly-owned subsidiary, was granted a polymetallic nodule exploration contract in the CCZ by the ISA on July 22, 2011 under the sponsorship of Nauru. This Exploration Contract provides NORI with exclusive rights to explore for polymetallic nodules in an area covering 74,830 km2 in the CCZ (“NORI Area”) for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms and provides NORI with the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.
TOML Exploration Contract
TOML, our wholly owned subsidiary, was granted a polymetallic nodule exploration contract in the CCZ by the ISA on January 11, 2012 under the sponsorship of Tonga. This Exploration Contract provides TOML with exclusive rights to explore for polymetallic nodules in an area covering 74,713 km2 in the CCZ (“TOML Area”) for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms and provides TOML with priority right to apply for an exploitation contract to collect polymetallic nodules in the same area.
27
Marawa Agreements
Marawa, an entity owned and sponsored by Kiribati, was granted the Marawa Exploration Contract on May 30, 2012. DGE, our wholly owned subsidiary DGE, entered into agreements with Marawa and Kiribati which provide DGE with exclusive exploration and exploitation (if awarded) rights to an area covering 74,990 km2 in the CCZ (the “Marawa Contract Area”). The exploration contract between Marawa and the ISA was signed on January 19, 2015. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. We expect to collaborate with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is uncertain. Marawa has delayed certain of its efforts in the Marawa Contract Area while it determines how it will move forward with additional assessment work.
Key Trends, Opportunities and Uncertainties
We are currently a pre-revenue company and we do not anticipate earning revenues until such time as NORI receives an exploitation contract from the ISA and we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. We believe that our performance and future success pose risks and challenges, including those related to: finalization of ISA regulations to allow for commercial exploitation, approval of an application for the ISA exploitation contract, development of environmental regulations associated with our business and development of our technologies to collect and process polymetallic nodules. These risks, as well as other risks, are discussed in the section entitled “Risk Factors” in Item 1A of Part I of the 2022 Annual Report on Form 10-K, as updated and supplemented under the caption “Risk Factors” in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 as filed with the SEC on August 14, 2023 and this Quarterly Report on Form 10-Q, as further updated and/or supplemented in subsequent filings with the SEC.
Impact of Global Inflation
In 2022, the global inflation rate rose sharply and higher inflation has continued in 2023. Marine fuel prices and vessel day rates were higher year-over-year and have increased our exploration expenses beyond what we had originally expected. Additionally, we are experiencing higher offshore labor costs through our contractors.
As a pre-revenue company, persistent inflation may affect our ultimate cash requirements prior to our ability to begin commercial production.
Impact of Climate Change
We are committed to adopting the Task Force on Climate-Related Financial Disclosures recommendations. In our inaugural Impact Report published in May 2022, we provided climate-related disclosure and shared how we believe our mission is aligned with supporting the global energy transition and contributing to a circular metals economy. We recognize that climate change may have a meaningful impact on our financial performance over time, and we have begun the process of consolidating key risks and corresponding action plans to mitigate the negative impact of climate change on our operations.
Our climate related transition risks and opportunities are likely to be driven by changes in regulation, public policy, and technology, as disclosed in our 2022 Annual Report on Form 10-K.
Basis of Presentation
We currently conduct our business through one operating segment. As a pre-revenue company with no commercial operations, our activities to date have been limited. Our historical results are reported under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and in U.S. dollars. All share and per share amounts have been adjusted to reflect the impact of the Business Combination.
Components of Results of Operations
We are an exploration-stage company with no revenue to date and a net loss of approximately $12.5 million and $26.6 million for the three and nine months ended September 30, 2023, respectively, compared to a net loss of $27.9 million and $61.4 million in the same periods of 2022, respectively. We have an accumulated deficit of approximately $501.7 million from inception through September 30, 2023.
28
Our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.
Revenue
To date, we have not generated any revenue. We expect to generate revenue once NORI receives an exploitation contract from the ISA, anticipated within one year from our expected submission to the ISA, following the July 2024 meeting of the ISA. The application for an exploitation contract will include a plan of work for exploitation for NORI Area D, with first revenue anticipated once we are able to successfully collect and process polymetallic nodules into saleable products on a commercial scale. Any revenue from initial production is difficult to predict.
Exploration and Evaluation Expenses
We expense all costs relating to exploration and development of mineral claims. Such exploration and development costs include, but are not limited to, ISA contract management, geological, geochemical and geophysical studies, environmental baseline studies, process development and payments to Allseas for vessel use, engineering and management services, as well as payments related to the Pilot Mining Test System (“PMTS”) in 2022. Our exploration expenses are impacted by the amount of exploration work conducted during each period. The acquisition cost of ISA polymetallic nodule exploration contracts will be charged to operations as amortization expense on a unit-of-production method based on proven and probable reserves should commercial production commence in the future.
General and Administrative Expenses
General and administrative (“G&A”) expenses consist primarily of compensation for employees, consultants and directors, including wages and salaries, share-based compensation, consulting fees, investor relations expenses, expenses related to advertising and marketing functions, insurance costs, office and sundry expenses, professional fees (including legal, audit and tax fees), travel expenses and transfer and filing fees.
Share-based compensation costs from the issuance of stock options and restricted share units (“RSUs”) is measured at the grant date based on the fair value of the award and is recognized over the related service period. Share-based compensation costs are charged to exploration expenses and general and administrative expenses depending on the function fulfilled by the holder of the award. In instances where an award is issued for financing related services, the costs are included within equity as part of the financing costs. We recognize forfeiture of any awards as they occur.
Interest Income/Expense
Interest income consists primarily of interest income earned on our cash and cash equivalents. The Credit Facility with Allseas remains undrawn as at September 30, 2023.
Foreign Exchange Loss
The foreign exchange income or loss for the periods reported primarily relates to our cash held in Canadian dollars and to the settlement of costs incurred in foreign currencies, depending on either the strengthening or weakening of the U.S. dollar.
Change in Fair Value of Warrants Liability
The change in fair value of warrants liability primarily consists of the change in the fair value of the 9,500,000 warrants issued to Sustainable Opportunities Holdings LLC concurrently with SOAC’s initial public offering (the “Private Warrants”). For accounting purposes, the Company was considered to have issued the Private Warrants as part of the Business Combination, and we are required to re-measure the fair value of our Private Warrants at the end of each reporting period.
29
Results of Operations
The following is a discussion of our results of operations for the three and nine months ended September 30, 2023 and 2022. Our accounting policies are described in Note 3 “Significant Accounting Policies” in our financial statements filed as part of the 2022 Annual Report on Form 10-K.
Comparison of the Three and Nine Months Ended September 30, 2023 and 2022
|
| For the Three Months Ended | | For the Nine Months Ended | | ||||||||||||
(Dollar amounts in thousands, except as noted) | | September 30, | | September 30, | | ||||||||||||
|
| 2023 |
| 2022 |
| % Change |
| 2023 |
| 2022 |
| % Change | | ||||
Exploration and evaluation expenses |
| $ | 7,905 | | $ | 22,663 |
| (65) | % | $ | 23,172 | | $ | 40,340 |
| (43) | % |
General and administrative expenses |
| | 4,613 | |
| 5,944 |
| (22) | % | | 15,958 | |
| 22,502 |
| (29) | % |
Equity-accounted investment loss |
| | 119 | |
| — |
| N/A |
| | 475 | |
| — |
| N/A | |
Gain on disposition of asset | | | — | | | — | | N/A | | | (13,750) | | | — | | N/A | |
Change in fair value of warrants liability | | | (117) | | | (350) | | 67 | % | | 1,214 | | | (892) | | 236 | % |
Foreign exchange loss (gain) |
| | 14 | |
| (11) |
| 227 | % | | 66 | |
| (11) |
| 700 | % |
Interest income |
| | (319) | |
| (352) |
| (9) | % | | (1,092) | |
| (544) |
| 101 | % |
Fees and interest on credit facility | | | 252 | | | — | | N/A | | | 529 | | | — | | N/A | |
Net Loss for the period | | $ | 12,467 | | $ | 27,894 | | (55) | % | $ | 26,572 | | $ | 61,395 | | (57) | % |
Three Months ended September 30, 2023 compared to Three Months ended September 30, 2022
We reported a net loss of approximately $12.5 million in the third quarter of 2023, compared to a net loss of $27.9 million in the same period of 2022. The following explains the major reasons for the net loss reported in the third quarters of both 2023 and 2022.
Exploration and Evaluation Expenses
Exploration and evaluation expenses for the three months ended September 30, 2023 were $7.9 million, compared to $22.7 million for the same period in 2022. The decrease of $14.8 million was primarily due to a reduction in environmental studies of $14.4 million and a reduction of $3.7 million on the PMTS, as the collector test was completed in November 2022, partially offset by increased spending in 2023 on prefeasibility studies, as well as mining, technological and process development activities, due to engineering work which commenced in the fourth quarter of 2022, and increased spending on sponsorship programs.
General and Administrative Expenses
G&A expenses for the three months ended September 30, 2023 were $4.6 million, compared to $5.9 million for the same period in 2022. The decrease of $1.3 million in G&A expenses was mainly the result of lower share-based compensation in the 2023 period as the cost of the LTIP options with specific market capitalization vesting conditions was fully amortized in 2022 in addition to the decrease in the amortization cost of STIP sign-up options granted in 2021 and a decrease in insurance costs. These decreases were partially offset by an increase in external consulting costs on corporate activities and other expenses.
Change in Fair Value of Warrants Liability
The change in fair value of our Private Warrants liability during the third quarter of 2023 resulted in a credit of $0.1 million, reflecting a decrease in the price of our Public Warrants and common shares in the third quarter of 2023. This compares to a credit of $0.4 million in the comparative quarter of 2022, reflecting a decrease in the price of our Public Warrants and common shares in this period. The warrants liability was initially recorded as part of the Business Combination.
Nine Months ended September 30, 2023 compared to Nine Months ended September 30, 2022
We reported a net loss of $26.6 million in the first nine months of 2023, compared to a net loss of $61.4 million in the same period of 2022. The following explains the major reasons for the reduction in the net loss in the nine months of 2023.
30
Exploration and Evaluation Expenses
Exploration and evaluation expenses for the first nine months ended September 30, 2023 were $23.2 million, compared to $40.3 million for the same period in 2022. The decrease of $17.1 million was primarily due to a reduction in environmental studies of $15.1 million and a reduction of $6.5 million on the PMTS, as the collector test was completed in November 2022, and lower share-based compensation of $3.6 million in the first nine months of 2023, as the cost of the LTIP options with specific market capitalization vesting conditions was fully amortized in 2022 in addition to the decrease in the amortization cost of STIP sign-up options granted in 2021. These cost reductions were partially offset by increased spending in 2023 on mining, technological and process development activities of $5.0 million and on prefeasibility studies of $1.1 million, due to engineering work which commenced in the fourth quarter of 2022, and higher spending on sponsorship programs.
General and Administrative Expenses
G&A expenses for the first nine months ended September 30, 2023 were $15.9 million, compared to $22.5 million for the same period in 2022. The decrease of $6.6 million in G&A expenses in the first nine months of 2023 was mainly the result of lower share-based compensation in the 2023 period as the cost of the LTIP options with specific market capitalization vesting conditions was fully amortized in 2022 in addition to the decrease in the amortization cost of STIP sign-up options granted in 2021 and a decrease in insurance costs during the first nine months of 2023. This decrease was partially offset by higher spending on legal costs, external consulting on corporate activities and other expenses.
Gain on Disposition of Asset
In the first nine months of 2023, we reported a gain of $13.75 million on NORI’s contribution in February 2023 of a 2% gross overriding royalty on the NORI project area to Low Carbon Royalties, reflecting the excess of the consideration received from Low Carbon Royalties of $14 million and NORI’s exploration contract carrying value.
Change in Fair Value of Warrants Liability
The change in fair value of our Private Warrants liability during the first nine months of 2023 resulted in a charge of $1.2 million, reflecting an increase of 57% in the price of our Public Warrants partially offset by a decrease in the price of our common shares in the first nine months of 2023. This compares to a credit of $0.9 million in the first nine months of 2022, reflecting a decrease in both our Public Warrants and common shares in this period.
Liquidity and Capital Resources
Prior to closing of the Business Combination, our primary sources of capital have been private placements of DeepGreen common shares and DeepGreen preferred shares and the issuance of convertible debentures completed in February 2021, which were automatically converted into DeepGreen common shares immediately prior to the completion of the Business Combination, which were converted into common shares as part of the Business Combination. In addition, on September 9, 2021, we completed the Business Combination with SOAC, and as a result we received gross cash proceeds of approximately $137.6 million (approximately $104.5 million net of transaction fees). On August 12, 2022, we completed a private placement raising gross cash proceeds of $30.4 million (approximately $30 million net of transaction fees). On August 14, 2023, we announced that we entered into the Purchase Agreement in connection with a Registered Direct Offering. To date, we have received gross proceeds of $15.9 million (approximately $14.5 million net of transaction fees) in the Registered Direct Offering and expect to receive an additional $9 million of gross proceeds from an investor affiliated with us in two installments, $2.5 million on or before November 30, 2023 and $6.5 million on or before January 31, 2024. As of September 30, 2023, we had cash on hand of $22.5 million.
We received lower than expected cash proceeds upon closing of the Business Combination resulting from higher-than-expected redemptions of SOAC’s Class A ordinary shares and the default by certain private placement investors in their funding obligations in connection with the closing of the Business Combination. As a result, we revised our work plan to focus on activities necessary to submit an application to the ISA for an exploitation contract, which will include a plan of work for exploitation, for the NORI Area D following the July 2024 meeting of the ISA and stopped and/or deferred work and expenses associated with other activities.
31
In light of the significant deficit in expected funding following the closing of the Business Combination in September 2021, we adopted what we call a “capital-light” strategy whereby we removed any allocation of funds to capital expenditures that were not deemed necessary to support the submission of an application for an exploitation contract for the NORI Area D, and by negotiating the settlement of program expenditures with our equity whenever possible.
We have yet to generate any revenue from our business operations. We are an exploration-stage company and the recovery of our investment in mineral exploration contracts and attainment of profitable operations is dependent upon many factors including, among other things, the development of a commercial production system for collecting polymetallic nodules from the seafloor as well as the development of our processing technology for the metallurgical treatment of such nodules, the establishment of mineable reserves, the demonstration of commercial and technical feasibility of seafloor polymetallic nodule collection and processing systems, metal prices, and securing ISA provisional approvals and/or exploitation contracts. While we have obtained financing in the past, there is no assurance that such financing will continue to be available on favorable terms, in sufficient amounts, or at all.
We expect to incur significant expenses and operating losses for the foreseeable future, particularly as we advance towards our application to the ISA for an exploitation contract and preparation for potential commercialization. Based on our cash balance, including the net proceeds from the Registered Direct Offering in August 2023, and availability of borrowing under our Credit Facility with an affiliate of Allseas, when compared with our forecasted cash expenditures, we believe we will have sufficient funds to meet our obligations that become due within the next twelve months. Our estimates used in reaching this conclusion are based on information available as at the date of filing this Quarterly Report on Form 10-Q. Accordingly, actual results could differ from these estimates and resulting variances may result in our need for additional funding in an amount greater or earlier than expected, due to changes in business conditions or other developments, including, but not limited to, deferral of approvals, capital and operating cost escalation, currently unrecognized technical and development challenges, our ability to pay certain vendors or suppliers in our common shares or changes in external business environment.
In addition, we will, however, need and are seeking additional financing to fund our continued operations over time. These financings could include additional public or private equity, debt financings, equity-linked financings or other sources of financing, including through non-dilutive asset, royalty or project-based and/or asset-based financings. If these financing or other financing sources are not available, or if the terms of financing are less desirable than we expect, or if in insufficient amounts, we may be forced to delay our exploration and/or exploitation activities or further scale back our operations, which could have a material adverse impact on our business and financial prospects.
We continue to expect that we will require approximately $35 to $45 million of cash in addition to $22.5 million cash on hand as of September 30, 2023 and the remaining committed funding from an affiliated investor of $9 million expected to be received as part of our recently announced Registered Direct Offering, assuming no exercise of the Class A warrants issued in the offering (but not including potential drawdown on the Credit Facility) to submit a high-quality application for an exploitation contract for NORI Area D following the July 2024 meeting of the ISA. This estimate includes, among other things, the expected costs of:
| ● | the environmental and social impact assessment (ESIA), including the post-collection test monitoring campaign described above; |
| ● | pre-feasibility studies; |
| ● | layup costs for the Hidden Gem; |
| ● | non-recurring engineering and project management on the Project Zero Offshore System; |
| ● | regulatory and legal, and |
| ● | payroll and other general corporate matters. |
This estimate is exclusive of costs expected to be spent subsequent to the submission of the application for an exploitation contract, on more detailed feasibility estimates and to progress the Project Zero Offshore System development as described above. We expect to refine our expected cash needs to prepare for potential commercialization following the time we submit our application to the ISA for an exploitation contract and after we finalize our planned definitive agreement with Allseas discussed above.
32
On September 16, 2022, we filed a registration statement on Form S-3 with the SEC, which the SEC declared effective on October 14, 2022, to sell up to $100 million of securities, before any fees or expenses of the offering, which includes the $30 million that may be sold under the At-the-Market Equity Distribution Agreement and the securities issuable in the recently announced Registered Direct Offering discussed below. Securities that may be sold include common shares, preferred shares, debt securities, warrants and units. Any such offering, if it does occur, may happen in one or more transactions. Specific terms of any securities to be sold will be described in supplemental filings with the SEC.
On December 22, 2022, we entered into an At-the-Market Equity Distribution Agreement with Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc., as sales agents, allowing us, from time to time, to issue and sell common shares with an aggregate offering price of up to $30 million. The offer and sales of the shares are made under our effective “shelf” registration statement on Form S-3 filed with the SEC on September 16, 2022, which the SEC declared effective on October 14, 2022. As of the date of this Quarterly Report on Form 10-Q, no sales of common shares have been made under this offering.
On March 22, 2023, we entered into the Credit Facility with Argentum Credit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, which was amended on July 31, 2023 to extend the maturity date, pursuant to which, we may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (“SOFR”), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, our election) on the first business day of each of June and January. We will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. We have the right to pre-pay the entire amount outstanding under the Credit Facility at any time before the Credit Facility’s maturity of November 30, 2024. The Credit Facility also contains customary events of default. As of the date of this Quarterly Report on Form 10-Q, no amounts have been drawn under this Credit Facility.
On August 14, 2023, we entered into the Purchase Agreement for a Registered Direct Offering of common shares and Class A Warrants. The purchase price for each common share and Class A Warrant to purchase 0.5 common shares is $2.00. The exercise price of the Class A Warrants is $3.00, subject to adjustment as provided in the warrant agreement. No investor elected to exercise its right to purchase additional common shares and accompanying Class A Warrants on or before September 15, 2023 under the terms of the Purchase Agreement. To date, we have received gross proceeds of $15.9 million (approximately $14.5 million net of transaction fees) in the Registered Direct Offering and expect to receive an additional $9 million of gross proceeds from an investor affiliated with us in two installments, $2.5 million on or before November 30, 2023 and $6.5 million on or before January 31, 2024.
We may receive up to approximately $281.8 million in aggregate gross proceeds from cash exercises of the Public Warrants and the Private Warrants, based on the per share exercise price of such warrants. However, the exercise price for the outstanding Public Warrants and Private Warrants is $11.50 per common share and there can be no assurance that such warrants will be in the money prior to their expiration, and as such, such warrants may expire worthless. Based on the current trading price of our common shares we do not expect to receive any proceeds from the exercise of the Public Warrants and Private Warrants unless there is a significant increase in the price of our common shares. In certain circumstances, the Public Warrants and Private Warrants may be exercised on a cashless basis and the proceeds from the exercise of such warrants will decrease. Furthermore, even if the warrants will be in the money, the holders of the warrants are not obligated to exercise their warrants, and we cannot predict whether holders of the warrants will choose to exercise all or any of their warrants. In addition, the exercise price for the outstanding Class A Warrants issued and issuable in the Registered Direct Offering is $3.00 per common share and there can be no assurance that such warrants will be in the money prior to their expiration, and as such, such warrants may expire worthless and we will not receive any proceeds from the excise thereof.
On July 26, 2023, the Allseas Warrant was exercised resulting in our issuance of 11.6 million common shares to Allseas in return for the payment of the exercise price of $115.8 thousand. The Allseas Warrant vested and became exercisable upon the successful completion of the PMTS in November 2022.
33
Cash Flows Summary
Comparison of the Three and Nine Months Ended September 30, 2023 and September 30, 2022
Presented below is a summary of our operating, investing and financing cash flows:
| | For the Three Months Ended |
| For the Nine Months Ended | ||||||||
(Dollar amounts in thousands) |
| September 30, |
| September 30, | ||||||||
|
| 2023 |
| 2022 | | 2023 |
| 2022 | ||||
Net cash (used in) operating activities | | $ | (12,502) | | $ | (8,637) | | $ | (44,359) | | $ | (46,760) |
Net cash provided by (used in) investing activities | | $ | (100) | | $ | (507) | | $ | 4,825 | | $ | (959) |
Net cash provided by financing activities | | $ | 15,137 | | $ | 29,784 | | $ | 15,216 | | $ | 29,774 |
Increase (Decrease) in cash | | $ | 2,535 | | $ | 20,640 | | $ | (24,318) | | $ | (17,945) |
Nine Months ended September 30, 2023 compared to Nine Months ended September 30, 2022
Cash flows used in Operating Activities
For the nine months ended September 30, 2023, major operating activities over this period involved the continuation of environmental work following the NORI integrated collector test which was concluded in November 2022, as well as advanced work on engineering and pre-feasibility studies as we advance towards our application to the ISA for an exploitation contract and prepare for potential future commercial production. Net cash used in operating activities in the first nine months of 2023, amounted to $44.4 million, and consisted mainly of $24.8 million on various environmental work, $1.6 million spent on engineering and pre-feasibility studies, $7.5 million on personnel costs, $3.7 million on legal costs, $2.6 million for sponsorship, training, and stakeholder engagement support, and additional payments of $3.8 million for various expenses.
For the nine months ended September 30, 2022, operating activities focused mainly on the preparation and execution of the NORI integrated collector test which was concluded in November 2022. Net cash used in operating activities in the first nine months of 2022 amounted to $46.8 million, consisting mainly of $21.1 million on various environmental work, $10.3 million for work on the PMTS, $7.0 million on personnel costs, $5.1 million on legal costs and other corporate activities, and additional payments of $3.1 million for various expenses including costs for engineering, communications and stakeholder engagements.
Cash flows provided by (used in) Investing Activities
Net cash provided by investing activities for the nine months ended September 30, 2023 was $4.8 million, primarily reflecting the cash received of $5 million on closing of our investment in Low Carbon Royalties. In the comparative first nine months of 2022, cash used in investing activities was $0.9 million for the purchase of equipment.
Cash flows provided by Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2023 was $15.2 million, compared to $29.8 million in the first nine months of 2022. The 2023 results represent the net proceeds received from the Registered Direct Offering announced in August 2023, while the 2022 results represent the net proceeds from the PIPE financing announced in August 2022.
Contractual Obligations and Commitments
NORI Exploration Contract
As part of the NORI Exploration Contract with the ISA, NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report, which included a proposed work plan and estimated budget for 2022 to 2026, has been reviewed by and agreed with the ISA, and we are implementing the five-year plan. NORI has estimated its work plan for 2023 to be approximately $25 million, which may be settled in cash or equity. The cost of the estimated work plan for 2024 onwards is contingent on the ISA’s approval of the NORI Area D exploitation application. Should the approval of NORI’s exploitation application for NORI Area D be delayed or rejected, NORI intends to revise its estimated future work plan in respect of its NORI Area. Work plans are reviewed annually by us, agreed with the ISA and may be subject to change depending on our progress to date.
34
TOML Exploration Contract
As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next five-year period. On December 23, 2022, the ISA accepted TOML’s proposed program of activities for the 2022-2026 five-year period, which included an estimated five-year expenditure of up to $44 million. The five-year estimated expenditure is indicative and subject to change, TOML will review the program regularly and TOML will inform the ISA of any changes through its annual reports.
Marawa Option Agreement and Services Agreement
As part of DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area, Marawa committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2023 and 2024 is Australian dollar (“AUD”) $3 million and AUD $2 million, respectively. Such commitment is negotiated with the ISA for a five-year plan and is subject to regular periodic reviews. To date, limited offshore marine resource definition activities in the Marawa Contract Area have occurred. We expect to collaborate with Marawa to assess the viability of any potential project in the Marawa Contract Area, although the timing of such assessment is unclear. Marawa has delayed certain activities in the Marawa Contract Area while it determines how it will move forward with additional assessment work.
Regulatory Obligations Relating to Exploration Contracts
Each of TOML and NORI require sponsorship from their host sponsoring nations, Tonga and Nauru, respectively. Each company has been registered and incorporated within the applicable host nation’s jurisdiction. The ISA requires that a contractor must obtain and maintain sponsorship by a host nation that is a member of the ISA and such state must maintain effective supervision and regulatory control over such sponsored contractor. Each of TOML and NORI is subject to the registration and incorporation requirements of these nations. In the event the sponsorship is otherwise terminated, such subsidiary will be required to obtain new sponsorship from another state that is a member of the ISA. Failure to obtain such new sponsorship would have a material impact on the operations of such subsidiary and us.
Sponsorship Agreements
On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into the NORI Sponsorship Agreement formalizing certain obligations of the parties in relation to NORI’s exploration and potential exploitation of the NORI Area. Upon reaching the minimum recovery level within the exploitation contract area, NORI will pay Nauru a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, NORI will pay an administration fee each year to Nauru for such administration and sponsorship, which is subject to review and increase in the event NORI is granted an ISA exploitation contract. NORI has begun discussions with the Government of Nauru to renegotiate the existing sponsorship agreement and has also committed to ensuring NORI pays corporate income tax within Nauru, assuming our future operations are ultimately profitable.
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 the TOML Area. On September 23, 2021, Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru. TOML expects to renegotiate the existing sponsorship agreement with Tonga prior to entering into operations in the TOML Area and has committed to paying corporate income tax within Tonga assuming our future operations are ultimately profitable.
Allseas Agreements
On March 29, 2019, we entered into a strategic alliance with Allseas to develop a system to collect, lift and transport nodules from the seafloor to shore and agreed to enter into a nodule collection and shipping agreement whereby Allseas would provide commercial services for the collection of the first 200 million metric tonnes of polymetallic nodules on a cost plus 50% profit basis. In furtherance of this agreement, on July 8, 2019, we entered into a Pilot Mining Test Agreement with Allseas (“PMTA”), which was amended on five occasions through February 2023, to develop and deploy a PMTS, successful completion of which is a prerequisite for our application for an exploitation contract with the ISA. Under the PMTA, Allseas agreed to cover the development cost of the project in exchange for a payment from us upon successful completion of the pilot trial of the PMTS in NORI Area D.
35
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. The pilot nodule collection system developed and tested by Allseas is expected to be upgraded to a commercial system with an expanded targeted production capacity of an estimated 3.0 million tonnes of wet nodules per year, to be delivered in stepped increments, with expected production readiness in the fourth quarter of 2025. NORI and Allseas intend to equally finance all costs related to developing and getting the first commercial system into production. Once in production, NORI is expected to pay Allseas a nodule collection and transshipment fee and, as Allseas scales up production to an estimated 3.0 million wet tonnes of nodules per year, it is expected that unit costs will be reduced. Following the successful completion of the NORI Area D pilot collection system trials in November 2022 and subsequent analysis of pilot data, the parties are reviewing Project Zero Offshore System production targets, system design and cost estimates and intend to enter into a binding Heads of Terms by the end of 2023. The parties expect to further detail their relationship in three separate definitive agreements for engineering, conversion/build and commercial operations phase, respectively. Subject to the necessary regulatory approvals, Allseas and NORI also intend to investigate acquiring a second production vessel similar to the Hidden Gem, another Samsung 10000, with the potential for an additional production rate of three million tonnes of wet nodules per year and lower associated per tonne production cost. 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.
Through September 30, 2023, we have made the following payments to Allseas under the PMTA: (a) $10 million in cash in February 2020, (b) $10 million through the issuance of 3.2 million common shares valued at $3.11 per share in February 2020, (c) issued Allseas a warrant to purchase 11.6 million common shares at a nominal exercise price per share in March 2021, (d) $10 million in cash in October 2021, following the closing of the Business Combination and meeting certain progress targets on the PMTS and (e) on February 23, 2023 issued 10.85 million common shares to Allseas, as described below. On August 9, 2023, 11,578,620 common shares were issued to Allseas upon the exercise of the warrant that was granted to Allseas in March 2021, and receipt of the exercise fee of $115.8 thousand. The warrant vested and became exercisable on successful completion of the PMTS in November 2022.
On November 11, 2022, the board of directors approved the successful completion and testing of the PMTS in the NORI Area D and payment of the third milestone amounting to $10 million and additional costs owed to Allseas under the PMTA by issuing 10.85 million common shares to Allseas priced at $1.00 per share on February 23, 2023.
On August 1, 2023, we entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give us exclusive use of the vessel (“Hidden Gem”) in support of the development of the Project Zero Offshore System until the system is completed or December 31, 2026, whichever is earlier. In consideration of the exclusivity term, on August 14, 2023, we issued 4.15 million common shares to Allseas.
Offtake Agreement
On May 25, 2012, DGE and Glencore International AG (“Glencore”) entered into a copper offtake agreement and a nickel offtake agreement. DGE has agreed to deliver to Glencore 50% of the annual quantity of copper and nickel produced by a DGE-owned facility from nodules derived from the NORI Area at London Metal Exchange referenced market pricing with allowances for product quality and delivery location. Either party may terminate the agreement upon a material breach or insolvency of the other party. Glencore may also terminate the agreement by giving twelve months’ notice.
Credit Facility
As described above, on March 22, 2023 we entered into the Credit Facility with Argentum Credit Virtuti GCV, an affiliate of Allseas, under which we may borrow up to $25 million pursuant to the terms and conditions of the Credit Facility, which was amended on July 31, 2023 to extend the maturity date to November 30, 2024.
Off-Balance Sheet Arrangements
We are not party to any off-balance sheet arrangements.
36
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated interim financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated interim financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these statements, as well as expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Except as described in Note 5 to our condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our 2022 Annual Report on Form 10-K.
Emerging Growth Company Status
Section 102(b)(1) of the Jumpstart Our Business Startups (“JOBS”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. Following the closing of the Business Combination, we expect to remain an emerging growth company at least through the end of the 2023 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period at least through to the end of the 2023 fiscal year, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
Cautionary Statements Regarding the NORI Initial Assessment and TOML Mineral Resource Statement
We have estimated the size and quality of our resource in the NORI and TOML Areas, as described below, in our SEC Regulation S-K (subpart 1300) compliant Technical Report Summary - Initial Assessment, of the NORI Property, Clarion-Clipperton Zone, Pacific Ocean dated March 17, 2021 (“NORI Initial Assessment”) and Technical Report Summary - TOML Mineral Resource, Clarion-Clipperton Zone, Pacific Ocean dated March 26, 2021 (“TOML Mineral Resource Statement”), respectively, prepared by AMC Consultants Ltd. (“AMC”). We plan to continue to estimate our resources in the NORI and TOML Areas and develop the project economics. The initial assessment included in the NORI Initial Assessment Report is a conceptual study of the potential viability of mineral resources in NORI Area D. This initial assessment indicates that development of the mineral resource in NORI Area D is potentially technically and economically 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.
The NORI Initial Assessment and TOML Mineral Resource Statement do not include the conversion of mineral resources to mineral reserves.
As used in this Quarterly Report on Form 10-Q or in the applicable report summary, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource”, as applicable, are defined and used in accordance with the SEC Mining Rules.
37
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. Information concerning our mineral properties in the NORI and TOML Technical Report Summaries and in this Quarterly Report on Form 10-Q includes information that has been prepared in accordance with the requirements of the SEC Mining Rules forth in subpart 1300 of Regulation S-K. Under SEC standards, mineralization, such as mineral resources, may not be classified as a “reserve” unless the determination has been made that the mineralization would be economically and legally produced or extracted at the time of the reserve determination. Inferred mineral resources have a high degree of uncertainty as to their existence and to whether they can be economically or legally commercialized. Under the SEC Mining Rules, estimates of inferred mineral resources may not form the basis of an economic analysis. 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 resource is 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of markets and other risks including the effects of change in interest rates, inflation and foreign currency translation and transaction risks as well as risks to the availability of funding sources, hazard events, specific asset risks, regulatory risks, public policy risks and technology risks. We also expect to be exposed to commodity risks if and when we commence commercial production.
Interest Rate Risk and Credit Risk
Interest rate risk is the risk that the fair value of our future cash flows and our financial instruments will fluctuate because of changes in market interest rates.
Our current practice is to invest excess cash in investment-grade short-term deposit certificates issued by reputable Canadian financial institutions with which we keep our bank accounts and management believes the risk of loss to be remote. We periodically monitor the investments we make and are satisfied with the credit ratings of our banks. Due to the current high cash need of our operating plan, we have kept our funds readily available, placed in secure, highly liquid interest-bearing investments, as at September 30, 2023.
Credit risk is a risk of loss that may arise on outstanding financial instruments should a counter party default on its obligation. Our receivables consist primarily of general sales tax due from the Federal Government of Canada and as a result, the risk of default is considered to be low. Once we commence commercial production, we expect our credit risk to rise with our increased customer base.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates our transactions in foreign currencies, primarily in the Canadian dollar, the Australian dollar, the Euro and the Great British Pound. We primarily hold our cash in U.S. dollars and settle our foreign currency payables soon after the receipt of invoices thereby minimizing the foreign currency exposure.
Once we commence commercial production, we expect to be exposed to both currency transaction and translation risk. To date, we have not had material exposure to foreign currency fluctuations and have not hedged such exposure, although we may do so in the future.
Commodity Price Risk
We expect to engage in the collection, transport, processing and sale of products containing nickel, copper, manganese and cobalt from the polymetallic nodules collected from our contract areas of the CCZ. Accordingly, we expect the principal source of future revenue to be the sale of products containing nickel, copper, manganese and cobalt. A significant and sustained decrease in the price of these metals from current levels could have a material and negative impact on our business, financial condition and results of operations.
38
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
39
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Except as set forth below, we are not currently a party to any material legal proceedings.
On September 20, 2021, we commenced litigation in the New York Supreme Court, New York County against two investors who failed to fund their investment commitments in connection with the closing of the Business Combination. These actions are captioned Sustainable Opportunities Acquisition Corp. n/k/a TMC the metals company Inc. v. Ethos Fund I, LP, Ethos GP, LLC, Ethos DeepGreen PIPE, LLC, and Ethos Manager, LLC, Index No. 655527/2021 (N.Y. Sup. Ct.) and Sustainable Opportunities Acquisition Corp. n/k/a TMC the metals company Inc. v. Ramas Capital Management, LLC, Ramas Energy Opportunities I, LP, Ramas Energy Opportunities I GP, LLC, and Ganesh Betanabhatla, Index No. 655528/2021 (N.Y. Sup. Ct.). The operative complaints allege that the investors breached the relevant subscription agreement and that the investors’ affiliates tortiously interfered with the subscription agreements by causing the investor not to fund its contractual obligations. We are seeking compensatory damages (plus interest), equitable relief, expenses, costs, and attorneys’ fees. On December 17, 2021, the defendants at Ethos moved to dismiss the complaint which was unsuccessful. The matter is proceeding into the discovery phase. There can be no assurances, however, that we will be successful in our efforts against these investors.
On October 28, 2021, a shareholder filed a putative class action against us, one of our executive and former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about our operations and prospects during the period from March 4, 2021 and October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling. There is no assurance, however, that we or the other defendants will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated. A resolution of this lawsuit adverse to us or the other defendants, however, could have a material effect on our financial position and results of operations in the period in which the lawsuit is resolved.
In February 2022, we received letters from the SEC notifying us of an investigation and requesting the voluntary production of documents and information regarding our 2020 acquisition of Tonga Offshore Mining Limited from Deep Sea Mining Finance Ltd. and our Business Combination with SOAC. The Company is continuing to cooperate with the investigation and respond voluntarily to the SEC’s requests.
On January 23, 2023, an investor in the 2021 private placement from the Business Combination filed a lawsuit against us in New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). We filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that we breached the representations and warranties in the plaintiff’s private placement Subscription Agreement and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. We deny any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. An Oral Hearing on the Motion to Dismiss has been scheduled for December 7, 2023. There is no assurance, however, that we will be successful in our defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that we may incur a loss in this matter. Such losses or range of possible losses cannot be reliably estimated.
40
ITEM 1A. RISK FACTORS.
You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under Item 1A. Risk Factors in our 2022 Annual Report on Form 10-K filed on March 27, 2023 as updated and/or supplemented in subsequent filings made with the SEC. There have been no material changes from or additions to the risk factors disclosed in our 2022 Annual Report on Form 10-K filed on March 27, 2023, as updated and/or supplemented in subsequent filings made with the SEC other than the revised risk factors set forth below. We may disclose changes to risk factors or additional factors from time to time in our future filings with the SEC.
There can be no assurance that the Environmental Impact Assessment Post Collector Test will be successful.
In October 2023 we entered into a Services Agreement with a third party to conduct an assessment of the benthic impact of the 2022 Collector Test at a period of approximately 12 months post the Collector Test activities (the “Post-Collector Environmental Assessment”). The information and data obtained from the Post-Collector Environmental Assessment will be used in our NORI Area D exploitation application. There can be no assurances that the Post-Collector Environmental Assessment will be successful or that such information and data obtained will be adequate for the NORI Area D exploitation application.
ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Unregistered Sales of Equity Securities
On August 9, 2023, we issued 11,578,620 common shares to Allseas in connection with Allseas’ exercise of the Allseas Warrant for an aggregate cash exercise price of $115.8 thousand.
On August 1, 2023, issued 4.15 million common shares to Allseas in connection with the signing of an Exclusive Vessel Use Agreement with Allseas, giving TMC exclusive use of the Hidden Gem for a specified period of time.
These common shares were issued pursuant to and in accordance with the exemption from registration under Section 4(a)(2) of the Securities Act.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the three and nine months ended September 30, 2023.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
41
ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit |
| Exhibit Description |
| Filed Herewith |
| Incorporated by |
| Filing Date |
| SEC File/ Reg. Number |
4.1 | | | | | Form 8-K (Exhibit 4.1) | | 08/14/2023 | | 001-39281 | |
10.1 | | | | | Form 8-K | | 08/01/2023 | | 001-39281 | |
10.2 | | | | | Form 8-K (Exhibit 10.2) | | 08/01/2023 | | 001-39281 | |
10.3 | | Form of Securities Purchase Agreement, dated August 14, 2023 | | | | Form 8-K (Exhibit 10.1) | | 08/14/2023 | | 001-39281 |
| | X | | | | | | | ||
| | X | | | | | | | ||
| | X | | | | | | | ||
101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | X | | | | | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | | | | | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | | | | | | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | | | | | | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | X | | | | | | |
* The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TMC the metals company Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.
42
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 thereunto duly authorized.
| TMC THE METALS COMPANY INC. |
| |
| | | |
Date: November 9, 2023 | By: | /s/ Gerard Barron | |
| | Gerard Barron | |
| | Chief Executive Officer | |
| | | |
Date: November 9, 2023 | By: | /s/ Craig Shesky | |
| | Craig Shesky | |
| | Chief Financial Officer | |
43
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Gerard Barron, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TMC the metals company Inc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
/s/ Gerard Barron | |
Gerard Barron | |
Chief Executive Officer (Principal Executive Officer) | |
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Craig Shesky, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TMC the metals company Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 9, 2023
/s/ Craig Shesky | |
Craig Shesky | |
Chief Financial Officer (Principal Financial Officer) | |
Exhibit 32
CERTIFICATIONS UNDER SECTION 906
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of TMC the metals company Inc., a British Columbia, Canada corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report for the quarter ended September 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 9, 2023 | /s/ Gerard Barron |
| Gerard Barron |
| Chief Executive Officer |
| (Principal Executive Officer) |
|
|
Dated: November 9, 2023 | /s/ Craig Shesky |
| Craig Shesky |
| Chief Financial Officer |
| (Principal Financial Officer) |