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Thursday, November 13, 2025 at 4:30 p.m. ET
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Management confirmed US regulatory progress with NOAA, including certification-stage review of permit applications and forthcoming environmental procedures. The revised US permitting regime may allow for a consolidated license, potentially advancing project timelines. Allseas' Hidden Gem vessel is scheduled for paid Japanese nodule collection trials in 2027, representing a non-dilutive near-term commercial opportunity. TMC the metals company extended its industry lead by delivering battery-grade manganese sulfate from nodule resources, validating its process scalability and integration into the EV supply chain. Liquidity is sufficient for at least 12 months, and there is significant prospective inflow through warrant exercises, though financial results reflect high non-cash and non-recurring costs this quarter.
Gerard Barron: Thanks, Craig, and thanks to everyone for joining this call today. I also like to start our quarterly calls with a small bit of reflection. After so much news this year, it's hard to believe that it's just over seven months since we announced our pivot to The United States. And since then, we have seen President Trump's executive order to support this industry. We've launched three applications with NOAA including the first-ever application for a commercial recovery permit. We've seen new investment flow in from Korea Zinc, the Hess family, and even more investment from our partner, Allseas.
And as outlined during our strategy day in August, we have published two SEC-compliant technical reports showing a total resource value of more than $23 billion. All the while, progress with our new regulator, NOAA, has continued, and the tailwinds for critical minerals from both public and private capital providers have only become more clear. And yet, I'm sure many of you are chomping at the bit for more news. And I don't blame you. Yes, we've been relatively quiet in our messaging over the last couple of months, but please don't take that as a sign that things are slow around here. Quite the contrary. And beneath the calm surface, our feet are pedaling faster than ever.
And I'm very eager to share more color when the time is right. But let me summarize where we are right now. We continue to feel confident that our US pivot will lead to a commercial recovery permit in 2027. Our regular with NOAA and the US government are productive, and we believe that the directives in April's executive order will be delivered upon including the recent reports of NOAA's streamlined application review process sent to the White House. And given our robust cash position, I can assure you that we have no need anytime soon to tap the public capital markets.
We're in an excellent liquidity and capital position with approximately $165 million of liquidity today, inclusive of our recent warrant exercises and over $50 million of potential additional proceeds from in-the-money warrants. This does not factor in the potential $48 million proceeds from the Korea Zinc warrants at a $7 strike price nor the Select business combination warrants at $11.50. Nor the warrants held by our sponsoring stakes. We see a pathway for more than $400 million of incoming cash from warrant exercise. Certainly, we and our partners have plenty of work to do as we prepare for commercial production targeted for 2027. And we have a strategy in place to ensure we can do so in a shareholder-friendly fashion.
But let's start today by highlighting the problem that we're looking to solve for The United States and remind ourselves why this remains such a critical resource. Today, America is critically dependent on foreign sources for the very metals that it once dominated in the late nineteenth through to the mid-twentieth centuries. For manganese, cobalt, and nickel, America now imports roughly 100%. Even copper is nearly half imported. And just this month, copper joined the other three metals on the critical mineral list published by the US Geological Survey. So this is a major strategic risk. We're not just talking about metals. We're talking about national security, energy independence, and industrial resilience.
A resource of 1 billion tons of nodules can fundamentally transform The United States, offering not just mineral independence, but strategic dominance in three metals. Based on today's level of American consumption, it could supply 300 years of manganese and 200 years of cobalt and almost a century of nickel. And through public-private partnerships, the administration is clearly taking steps to solve vulnerabilities in rare earths and lithium. Base metals, and beyond. Major financial institutions are also following suit. And we believe that for nickel, cobalt, and manganese in particular, our nodule resource provides the most scalable and economically viable solution for our reindustrialization in The US.
And it's clear that The US sees seafloor resources as a key part of a broader solution. Just last week, the United States and Japan announced a landmark partnership to develop rare earth minerals from seafloor muds around, Nino Matori Island. A framework signed during President Trump's recent visit to Tokyo. And Japan will now begin preparations to test the feasibility of listing rare earth months as early as January 2026. With larger scale test mining anticipated one year later. Separately, we're also pleased to announce that Allseas' Hidden Gem vessel will play a key part in Japanese nodule collection trials, alongside the University of Tokyo.
The Hidden Gem will head to Japan's exclusive economic zone near Minamotori Island to conduct new nodule collection pilot in early January 2027. And this represents the perfect opportunity to test our own technical readiness and some of the planned upgrades to the mining equipment while also helping the Japanese advance their own industry. Together with Allseas, we also see this as a very good commercial opportunity whilst we await the NOAA permits to be issued. So the US government shutdown slowed progress on NOAA's review of our applications over the course of several weeks. But with the government returning to work, our applications will once again continue to systematically move through NOAA regulatory process.
In fact, NOAA confirmed to us earlier today that they are back at work and again focused on these applications. And as a reminder, NOAA has confirmed that both the exploration applications were fully compliant and our exploration applications are currently in the certification stage which involves an interagency review of the applications. Following certification, an environmental impact statement or EIS is expected to be prepared under NEPA, and a public comment period will be provided. And following the public comment period, NOAA will determine whether to issue the requested licenses and permit, and if so, under what terms and conditions. In July 2025, NOAA issued proposed amendments to its regulations on the DISHRA.
And the proposed regulation introduces a new consolidated application procedure, allowing applicants to submit a single application for both an exploration license and a commercial recovery permit. And these changes are intended to modernize and streamline the permitting process under DSHMRA's implementing regulations. The public comment period closed on September 5, 2025. And on October 29, it was reported that NOAA had sent the proposed regulations to the White House for approval. Over the past week, our and environmental teams attended the underwater mineral conference in Florida. And during this event, former long-time ISA secretary general gave a tremendous speech, which provided some important context on The US seabed mining rate regulations.
Bottom line, in his eyes, The US has been legally consistent for decades and NOAA regulations from the 1980s actually formed the basis for the ISA exploration regulations. And, of course, this is firmly in line with the conclusions of TMC our council, and the United States government DISCHFARA and the NOAA implemented implementing regulations are clear effective, sophisticated, and enforceable. Next week, Craig will be presenting at the benchmark Week Conference in LA, and Michael Lodge and a representative from the US Department of Interior regarding seafloor resources. He'll also be meeting with automakers battery makers, and investors as our path to production has never been more clear.
On that note, I'll turn it over to Craig to walk through some project updates and the financials. Over to you, Craig.
Craig Shesky: Thanks, Gerard. So before getting into the economics and financials, it's worthwhile to take a step back and recognize the myriad world's first that this company has already achieved. Alongside our partners. TMC the metals company Inc. has now produced the first SEC and Canadian compliant resource statements the first PFS for a nodule project, and the first reserves for a nodule project. We've achieved the first production of most of the metal products that we intend to produce, with significant flexibility based on market conditions and customer needs. We built on decades of environmental research, pioneered originally by our regulator, NOAA, including the largest deep sea dataset ever produced.
In 2022, we and our partner, Allseas, achieved the first integrated pilot mining test since the 1970 lifting over 3,000 tons of nodules to the surface. Of course, we're building on the work of many pioneering US companies, back in the 1970s. So nearly fifty years ago, when this industry first took shape, US companies tested a range of technologies to collect nodules. These early pioneers understood the challenges, given the technology available at the time, their decisions were very sensible. Lacking today's advanced buoyancy systems, engineers feared heavy tracked vehicles might get bogged down in soft sediment. The Ocean Minerals Company, therefore, developed an Archimedes group of propelled miner that relied on deep sea sediment sinkage for traction.
Its rotating collector head with hooked teeth gathered nodules effectively, but without the height adjustment, it ingested excess sediment and struggled on some uneven terrain. Inside, crushing nodules for proved very problematic. As sediment and fines repeatedly clogged the mechanism. With only a nascent understanding of the pelagic communities, sediment-laden water was discharged at the surface, into the ocean's most biologically productive zone. Fast forward fifty years, and we can see clear benefits of partnering with a company that made its name pioneering the development of offshore oil and gas. With over 250 engineers working on the project, Allseas based engineering decisions on decades worth of environmental data.
Resulting in a system designed from the seafloor up to deliver minimize, excuse me, to minimize impact also delivering maximum pickup efficiency. And that principle is evident in five key innovations. Our Kawanda nozzles, our Kowanda nozzles refined through modern modeling and real-time height adjustment dramatically reduce sediment intake. Inside the vehicle, differential flow and countercurrent washing clear nearly all sediment from the nodules while advanced rear diffusers keep the sediment plume localized, and predictable. Where early pioneers struggled to keep collectors from sinking, our challenge was the opposite. Advanced buoyancy allows our collector to move gently across the seafloor Resource.
From bench scale lab testing of single-digit kilo samples, to commercial scale processing on 2,000-ton batches on existing plant lines, we now know that we can take our nodules from seafloor, to high-value products in various formats to support a variety of industries. And recently, we delivered another industry first, the successful conversion of nodule-derived manganese silicate into battery-grade manganese sulfate. This is a very important milestone for two reasons. First, it demonstrates that our nodule resource can produce three key metals in sulfate form. Nickel, cobalt, and now manganese, using a conventional hydrometallurgical route. Second, with this achievement, TMC USA now has a clear pathway to produce every feedstock required for precursor cathode active materials or PCAM.
Including for the manganese-rich chemistries that major US automakers are moving toward in their next-generation EV platforms. This work was done using nodule-derived manganese silicate refined, at Kingston Process Metallurgy's operating facility in Ontario. Further validating the flow sheet we've designed and the scalability of our partner's technology. And importantly, this now extends our track record of nodule-derived firsts. Nickel sulfate, cobalt sulfate, manganese sulfate, reinforcing that the resource is real, the chemistry works, and the technical risks continue to come down. Now this hard-won portfolio of innovation means that TMC is the world leader in nodule project development, and it leaves us in the pole position to kick start an entire industrial ecosystem around this resource.
Our extensive investment in scientific research gives us the most comprehensive deep sea dataset ever compiled. Making this data available to NOAA, enable updates to the programmatic environmental impact statement has not been refreshed since 1980, and will materially reduce the burden every other US company that might operate in the clearing and clipperdin zone. On the processing front, our proven flow sheet opens the door to take clearing clippered enzyme nodules, and turn them into high-value products. And this means real offtake potential and optionality for future American refining capacity as laid out in our prefeasibility study.
In collection technology, our scale positions us to accelerate a broader domestic supply chain from riser systems and dewatering units to subsea equipment and discrete nodule pickers. Operationally, we see clear opportunities to share vessels, assets, and methodology with other players. And finally, in survey technology, we're already working with USAUV, ROV, buoy, and subsea battery developers. And we've committed to NOAA that our offshore campaigns can support third-party tech testing. This is how you build a new industry by creating an ecosystem not just a single project.
And as many of you know, our strategy day in New York talks quite a bit about this first project, our prefeasibility study and initial assessments, which had two documents including sign off from qualified persons, showing a combined project net present value of $23.6 billion while also showing a clear capital-efficient path to first production. And, the PFS also included a world-first reserves for a nonprofit. Just a quick reminder on the geographical areas that each study covers. The PFS covers the area known as an OED, here seen on the slide in dark blue. And the initial assessment covers everything else.
But keep in mind that neither study covers the additional ground that we've applied for under The US law, where we now have priority right. Just a quick reminder of some of the economics we expect to generate almost $600 per dry ton of nodules during steady-state production, defined as our average production from 2031 through 2043. Overall, the revenue mix is expected to be very similar to what we shared with the market over the last several years. 45% of revenue from nickel products, 28% from manganese, 17% from copper, and 9% cobalt being the smallest source of revenue.
With our steady-state revenue per dry ton of nearly $600 and OpEx per ton of about $340, we arrive at our EBITDA margin per ton expected to be about 43%, or $250 per dry ton during the steady-state years between 2031 and 2043. So, again, adding up the NPV of the $18.1 billion for the initial assessment, $5.5 billion for the PFS, we arrive at a total estimated resource NPV of $23.6 billion, and over the life of both projects on an undiscounted basis, revenue of approximately $369 billion EBITDA in excess of $200 billion a position in the first quartile of the cost curve.
And yet, despite the quality and size of the resource, we remain undervalued in our opinion compared to peer developers, explorers, and significantly undervalued compared to producers. On the left side of this page, this will be familiar to some of you who attended our strategy day and listened to our last quarterly call. We'll provide a TMC valuation example illustrative purposes only.
Using a slight premium to the upper end of the nickel developer and explorer valuations, applied to our PFS NPV and then adding in the average of nickel developer and explorer valuations for the initial assessment, we can see a path a total illustrative market value based on comps of approximately $10 billion or over $20 a share. So from there, you can see on the right side of the page what a nickel or copper producer trade at as a multiple of NAV showing the potential for multiple expansion. As our path to production approaches and begins. So on to the financial results for the quarter.
In the 2025, TMC reported a net loss of $184.5 million or 46¢ per share compared to a net loss of $20.5 million or 6¢ per share for the same period in 2024. The net loss for the third quarter included exploration and evaluation expenses, of $9.6 million versus $11.8 million in Q3 2024. G and a expenses of $45.7 million, versus $8.1 million in Q3 2024. Other items of $129.2 million.
Exploration and evaluation expenses decreased by $2.2 million in the 2025 compared to the same period in 2024, General and administration expenses increased by $37.6 million in the 2025 compared to the 2024, mainly due to an increase in share-based compensation of $35 million as a result of amortization of the fair value of retention grants, restricted stock units, and options granted to directors and consultants in the third quarter. And an increase of $2 million in professional and consulting fees primarily relating to the company pursuing our US regulatory route.
Other significant items impacting the net loss in the quarter and the most significant is the change in the fair value of the royalty liability, plus Tonga warrant costs and the change in the fair value and, gain on dilution of our investment. In the LCR transaction. So a bit of additional context on those valuations. Following the company's filing of our PFS on the Noridi project in August 2025, the fair value of the royalty liability for Nori Area D was valued at $130 million as at September 30, using an income approach While for NORI Areas A To C, a market approach was used resulting in a fair value of $15 million.
The resulting royalty liability fair value of Nori Areas A through D totals $145 million, and therefore, an increase of $131 million in the 2025 is a nonoperating noncash expense. The Tonga warrant cost of $5 million represents the fair value of warrants issued to the Tonga Sea Bend Minerals Authority as part of a revised sponsorship agreement. The change in the fair value of warrant liability resulted from a decrease in the price of the company's shares the price of our public warrants during the 2025. The free cash flow for the 2025 was negative $11.5 million compared to negative $5.9 million in the 2024 primarily due to higher environmental, personnel, and corporate payments.
This was partially offset by interest earned on a higher cash balance in 2025, and higher payments to campaign eight vendors made in the comparative period. Free cash flow is a non-GAAP measure, and I would encourage you to look at the appendix for that non-GAAP reconciliation table. We believe, as Gerard stated, that our cash on hand is more than sufficient to meet our working capital and CapEx requirements for at least the next twelve months from today. And our accounts payable and accrued liability balance at September 30 was $46.8 million, which includes $32.9 million owed to Allseas for various services provided. The majority of which be settled in equity at TMC's election.
So operator, we now like to open up the call for Q&A.
Operator: Yes, sir. As a reminder, to ask a question, you will need to press 11 on your telephone. To remove yourself from the queue, you may press 11 again. Once again, that's 11 on your telephone. To ask a question. Please stand by while we compile. The Q&A roster. First question, comes from the line of Dmitry Silversteyn of Water Tower Research. Your line is open, Dmitry.
Dmitry Silversteyn: Good afternoon, gentlemen. Thank you for taking my call. I just want to clarify one thing. I think I missed this when Gerard was talking about potential incoming cash if all of the warrants are exercised. Can you repeat what that number was?
Craig Shesky: Yeah. Well, I'll leave you, Craig. Yeah. So the total potential proceeds, excluding, you know, some that were exercised over the course of Q3 and in October, total potential additional proceeds would be over $432 million. The majority of which would be $11.50 strike pipe price public and private warrants from the SOAC Deep Green business combination, and those have an expiration date of September 2026. There's also some nuance, Dmitry, because there are certain warrants and, you know, there's half a dozen categories outstanding. Certain warrants where they may have cashless exercise. But overall, there's a very significant potential inflow of cash at what we would view to be interesting exercise prices.
So point being, we do have a very strong liquidity position today at $165 million. There's over $50 million of warrants proceeds that could come from in-the-money warrants and then quite a bit more beyond that.
Dmitry Silversteyn: Understood. Thank you for that clarity. And then I was excited to hear you guys are sending Hidden Gem off to Japan. Understanding international relationships and helping out with diplomacy is this a pro bono work for you, or are you going to be getting paid for the exploration that you helped the Japanese do?
Gerard Barron: Certainly not pro bono. And, but Allseas, we didn't step in the middle of that. Allseas will have a direct contract with the foundation that is funding that program. TMC will get some financial benefit out of that as well. But, but, yeah, certainly not pro bono.
Dmitry Silversteyn: Understood, Gerard. And then final question. You mentioned that the NOAA is adjusting, it's streamlining its regulation process. And combining exploration and commercial exploitation licenses. How exactly would that work? In other words, does gaining an exploration license basically you have to have a commercial project in place. I mean, why would you combine those two and how would that work in your case specifically?
Gerard Barron: Well, that's today, if you read the regulations, you have to have an exploration license before they'll consider a commercial recovery permit. That's impractical in our case, because we are slightly unique case. In fact, I'd say we're the only company in the world who has a already prepared commercial recovery permit application with all of the substantiating data. And so, you know, that meant that from a NOAA perspective, like, we've already got an exploration license. It's straight away. with the ISA. So we'd like you to start work on the commercial recovery And they're like, yeah. We want to start work on that as well, but we do need to change the regs to allow for that.
And so, so it's a little bit of a tidy up. Because it was never anticipated when they put these regs in place in '80 that an applicant would have already done that work. So, you know, they're just making good with the current circumstances. It's a it's a very good opportunity for us.
Dmitry Silversteyn: Understood, Gerard. Thank you. All the questions I have for now.
Gerard Barron: Thank you, Dmitry.
Operator: Thank you. Again, to ask a question, please press 11. On your telephone. Again, that's 11 to ask a question.
Craig Shesky: I think in the meantime, we'll take one from the webcast. From, Jacob Sekelsky. Will the exploration permit be granted at the same time as the production permit? If not, when is the exploration permit anticipated to be approved? Without getting into specific dates, I think it's worth noting that know, implicit in our Q4 2027 production start time be granted this permit, the commercial recovery permit, is no longer the critical path given that, you know, TMC and Allseas agree that there is sufficient regulatory certainty provided by The US process that you know, we can get ourselves ready to go on the Hidden Gem vessel in even begin sooner ordering some longer lead time items.
So while there is a possibility, of the streamlined and consolidated exploration license and commercial recovery permit process accelerating the potential grant of both even if this path were to be sequential first exploration license, then commercial recovery permit, that is all still consistent. With the Q4 2027 production start date. So we'll provide, more data as we continue down the NOAA path, but again, as noted, it was very heartening to see that they were working during the shutdown. On the consolidated process and now back at their desks full time.
Operator: Thank you. As I show no further I would now like to turn the conference back to Gerard Barron for closing remarks. Sir?
Gerard Barron: You know what, Latif, we might take another couple. Oh, okay. If you populated the So if others have questions, feel free to drop it in the chat. There is a question about why do we call it mining. Instead of the, more palatable word harvesting. Duly noted, John Allman, you know, sometimes we refer to it as collection. As opposed to mining, but you know, we feel very confident that the terminology here you know, when people actually look at what's being done on the seafloor, certainly very different than traditional land-based mining. So we'll take that on board. We also see a question from, James Selke.
The PFS explains an approach of processing MAT products through Capital Light at existing facilities in the Eastern Hemisphere. But, it also assumes that by year 10 of production, we are bringing some refining capacity to The United States. So, Gerard, just kind of an overall question, what opportunities do we see available for funding and permitting and construction of such facilities at scale, within The United States. A little comment for you, James, too. I mean, we do note, the refining capacity that's implicit in the prefeasibility study. And then, you know, additional assumptions made for the initial assessment. Most of that is focused on spending in the 2030s and beyond.
But, obviously, look, The US has a major gap when it comes to certain metals. And, you know, TMC is fortunate to have know, not only the expertise here, but the ability to be flexible. On what product formats might be. And I think we've demonstrated that with the world-first production of manganese sulfate. From the nodule-derived intermediate manganese silicate product. So I think our overall message is, you know, we've put out our PFS and our initial assessment, and those assumptions are quite clear in those documents. But there is flexibility that we have through this unique nodule resource, and that puts us in a very good position.
When talking about, capital providers, whether it's, through the US government, the private markets.
Operator: And I still show no questions from the phone line.
Gerard Barron: Okay. Well, thank you everyone for attending today's call. And we have an exciting run-in to the end of the year. Craig is off to Benchmark Conference. I'm off to DC. And, we're happy the government's back to work. And, you know, we'll we'll be sure to keep you updated on exciting developments If not, we'll chat to you on our next quarter.
Operator: Thank you. This concludes today's conference call. Thank you for participating. May now disconnect.
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