Business Wire | Nov 11, 2021 04:05PM EST

The Metals Company Provides Third Quarter 2021 Corporate Update

Nov. 11, 2021

NEW YORK--(BUSINESS WIRE)--Nov. 11, 2021--The Metals Company (Nasdaq: TMC) ("TMC" or "the Company"), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today provided financial results for the third quarter ending September 30, 2021 and announced a corporate update.

Q3 2021 Financial Highlights

* Raised gross proceeds of $137.6 million in cash prior to transaction fees * Total cash and cash equivalents of approximately $112.6 million, at September 30, 2021 * Existing cash balance expected to be sufficient to fund TMC's operations through the third quarter of 2023 when the Company intends to submit its application to the International Seabed Authority (ISA) for an exploitation contract for its NORI-D area * Net loss of $36.7 million and loss per share of $0.18 for the quarter ended September 30, 2021, with a large component thereof attributable to accrued expenses related to the amended Pilot Mining Test System (PMTS) agreement with Allseas Group S.A. (Allseas) and higher cost of increased offshore campaign activity during the quarter.

"At COP26, the world's governments are committing to a rapid transformation of energy and transport. What's catching people by surprise is that this transition starts and ends with metals," said Gerard Barron, Chairman and CEO of The Metals Company. "To hit net-zero globally by 2050, would require six times more mineral inputs in 2040 than today. If you take nickel -essential for electric vehicle and storage batteries - nickel inputs would need to grow 19 times, with much of this growth set to come from beneath rainforests, our critical carbon sinks. With the capital that we've raised in the third quarter and with TMC now a public company, we can play a key role in making sure minerals are an enabler, not a bottleneck for the energy transition by supplying lower-carbon and lower-impact battery metals like nickel and copper from the planet's largest estimated source."

Q3 2021 Operational Highlights

* As part of the pilot plant program, TMC has successfully processed nodules into manganese silicate product and a nickel-copper-cobalt intermediate at XPS Solutions facilities in Canada and announced the commencement of the final phase of the program to refine nickel-copper-cobalt intermediate into copper cathode, nickel sulfate and cobalt sulfate at SGS facilities in Canada. * TMC successfully concluded Environmental Expedition 5C, the latest work package in its $75 million multi-year deep-sea research program to establish a rigorous environmental baseline and to characterize the potential impacts of its proposed nodule collection operations. In collaboration with Maersk Supply Service and researchers from the University of Hawaii, Texas A&M University and the Japan Agency for Marine-Earth Science and Technology (JAMSTEC), TMC achieved a world first by successfully sampling pelagic biota at depths of 4,000 meters, marking what we believe to be the first deep MOCNESS net tow in the Eastern Tropical Pacific Ocean. This is the fourth offshore expedition this year, bringing the total number of days at sea to 148 days. * TMC co-hosted an event with our strategic partner and shareholder Allseas in Rotterdam, Netherlands entitled "Engineering the Future with Allseas". At the event, stakeholders were given the opportunity to preview TMC's polymetallic nodule collection vessel, the Hidden Gem, currently undergoing conversion in Rotterdam and expected to become the world's first ship classified as a subsea mining vessel by the American Bureau of Shipping. Stakeholders also visited the fabrication facility in Hejningen where a pilot nodule collector robot is being assembled ahead of the wet test in the North Sea and full pilot collection system test in NORI-D in the Pacific Ocean next year. The Environmental Impact Statement for the pilot test in NORI-D was submitted to the ISA in July. * TMC appointed Amelia Kinahoi Siamomua, a Tongan national, to its Board of Directors as an independent Director, bringing female representation on the Board to 38% of its members.

Industry Update

* The International Seabed Authority (ISA) continues to work to a two-year timeline to complete regulations for the exploitation of seabed minerals by July 9, 2023, pursuant to the Republic of Nauru exercising its sovereign rights under Section 1, paragraph 15 of the 1994 Agreement relating to the Implementation of Part XI of the United Nations Convention on the Law of the Sea ("UNCLOS"). This notice by the Republic of Nauru obliges the ISA to complete the adoption of exploitation regulations within two years of the request made by the member state. An in-person ISA Council & Assembly meeting in Kingston, Jamaica has been scheduled for December 6 - 15, 2021. * The International Energy Agency released a new report in May 2021 warning of a 'looming mismatch' between increased climate ambition and the availability of critical minerals needed to realize these ambitions. In particular, the report highlighted that up to a sixfold increase in mineral production is needed through 2040 to meet climate ambitions. * In June 2021, the Biden Administration published the findings of its 100-day review of U.S. supply chain vulnerabilities, in which it elevated nickel to critical status singling it out as one of three battery metals deemed 'most critical' to US interests - alongside cobalt and lithium - and flagged the establishment of domestic nickel refining capacity as the administration's number one priority. * An Executive Order signed by President Biden in August 2021 set an ambitious target of making half of all new vehicles sold in the U.S. zero emissions vehicles by 2030 and was followed by several industry announcements to build new gigafactories in the US, bringing planned battery cell manufacturing capacity to 650GWh by 2030. The Executive Order follows increasingly near-term bans on the sale of new internal combustion engine (ICE) vehicles in the United Kingdom, China, Norway, California and elsewhere. * A declaration at the COP26 climate conference in Glasgow seeks to phase out all sales of petrol and diesel vehicles by 2040 and no later than 2035 in "leading markets." The signatories included General Motors, Ford, Volvo and Mercedes-Benz. According to industry analyst Benchmark Mineral Intelligence, if all cars and vans sold in 2040 were electric, it would represent almost 8,400 GWh of lithium-ion battery demand and would require over 5 million tons of nickel sulfate, 19 times more than nickel sulfate production in 2021. * Commodity prices for battery metals like lithium, nickel and copper have reached multi-year highs. As a result, after many years of consistent reduction, battery cell prices per KWh are rising for the first time since the beginning of the gigafactory era, according to industry analyst Benchmark Mineral Intelligence. * In October 2021, a key U.S. non-partisan policy forum, The Wilson Center released 'The Mosaic Approach: A Multidimensional Strategy for Strengthening America's Critical Mineral Supply Chains'. The report acknowledges the significant domestic opportunity to onshore supplies of nickel, cobalt and manganese from polymetallic nodules in the Clarion Clipperton Zone. * As part of the 'France 2030' reindustrialization strategy, French President Macron recently committed (euro)2 billion in research funding for seafloor and space exploration and acknowledged that resources like polymetallic nodules can strengthen domestic critical mineral supply chains and are key to mineral independence.

Financial Results Overview

TMC reported a net loss for the third quarter of 2021 of $36.7 million, or $0.18 per share, compared to TMC's net loss of $6.8 million, or $0.04 per share, for the third quarter of 2020. Exploration expenses during the third quarter of 2021 were $23.8 million compared to $4.6 million for the third quarter of 2020. General and administrative expenses were $13.3 million for the third quarter of 2021 compared to $2.2 million for the third quarter of 2020.

The increase in exploration expenses was mainly due to $12.9 million related to the first two milestone payments accrued to Allseas in 2021 under the amended PMTS agreement, $2.8 million higher cost of offshore campaigns in the 2021 period as compared to the 2020 period as a result of more campaigns undertaken in the third quarter 2021 compared to fewer campaigns in the prior year period, and $2.8 million higher stock-based compensation expense in the 2021 period as compared to the 2020 period due to the timing of recognition of expense for stock options granted in the first quarter of 2021.

The increase in general and administrative expenses were a result of increased stock-based compensation expense of $5.3 million as compared to the 2020 period due to amendments for certain stock option grants to extend their term beyond the retirement provisions, resulting in an expense of $3.9 million and timing of recognition of expense for stock options granted in the first quarter of 2021. In addition, we incurred an increase in professional fees in connection with the combination of DeepGreen Metals, Inc. and Sustainable Opportunities Acquisition Corp., and other costs associated with being a public company of $2.4 million. Overall, our business activities increased and we incurred additional marketing costs of $2.2 million and personnel and director fees of $0.7 million during the three months ended September 30, 2021 over those incurred in the same period of the prior year.

Restatement of Previously Issued Financial Statements

The results in this earnings release encompass the impacts of restatements of previously issued quarterly financial statements as of and for the three-month period ended March 31, 2021 and as of and for the six month period ended June 30, 2021. The restatements resulted from (a) certain invoices for exploration expenses not being appropriately accrued as of June 30, 2021 and (b) expensing of options granted in the first quarter of 2021 based on the grantee's historical start date with the Company rather than the grant date of the options on March 4, 2021. A summary of the effect of the restatements on the previously issued financial statements is included at the end of this release.

Liquidity, Capital Allocation and Key Milestones

At September 30, 2021, TMC held cash and cash equivalents of $112.6 million and held no debt. This cash position is expected to enable TMC to achieve four key milestones by the end of the third quarter of 2023:

* Completion of a pilot plant program to process and refine polymetallic nodules into nickel, copper, cobalt and manganese--metals that are critical to the transition to clean energy and electric vehicles; * Construction and pilot trial in NORI-D of the pilot nodule collection system to lift nodules to the surface and transport them to shore, with our strategic partner Allseas; * Completion of the Environmental Impact Assessment of future nodule collection operations in NORI-D, one of the most comprehensive deep-sea research programs to date, and development of the Environmental Impact Statement, a key part of the application for the ISA exploitation contract for NORI-D; and * Submission of an application to the ISA for an exploitation contract for NORI-D area of the Clarion Clipperton Zone of the Pacific Ocean ("CCZ"), which is estimated to contain 356 million metric tonnes of wet nodules containing high-grades of nickel, copper, cobalt and manganese. Conference Call

TMC will hold a conference call today at 4:30 p.m. ET to provide an update on recent corporate developments, third quarter financial results and upcoming milestones.

Date: Thursday, November 11, 2021 Time: 4:30 p.m. ET Virtual Webcast: Register Here Toll-free dial-in number: (844) 200-6205 International dial-in number: (929) 526-1599 Conference ID: 688797

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 1-949-574-3860.

The conference call will have virtual webcast and will be available for replay on the Company-Investors portion of TMC's website under Media > Events and Presentations.

A replay of the conference call will also be available after 6:30 p.m. Eastern time on the same day through November 18, 2021, via the information below:

Toll-free replay number: (844) 200-6205 International replay number: (929) 526-1599 Replay ID: 146384

About The Metals Company

The Metals Company is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible negative environmental and social impact and (2) accelerate the transition to a circular metal economy. The company through its subsidiaries holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga.

More information is available at www.metals.co.

Forward Looking Statements

Certain statements made in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements contained in this press release include, without limitation, statements regarding TMC's expectations with respect to meeting key milestones and the timing thereof, development of its estimated resources of battery metals, the timing of its application to the ISA for an exploitation contract, potential regulatory approvals, the size and potential growth of current or future markets for TMC's supply of battery metals, TMC's expectations with respect to the results or outcomes of its campaigns and expeditions, the sufficiency of cash on hand to meet working capital and capital expenditure requirements and certain milestones, the timing, sources and amounts of future revenues and expenses and the restatement of TMC's financial statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside TMC's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: regulatory uncertainties and the impact of government regulation and political instability on TMC's resource activities; changes to any of the laws, rules, regulations or policies to which TMC is subject; the impact of extensive and costly environmental requirements on TMC's operations and the timing to completion of the Environmental Impact Assessment; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the CCZ and recovery rates of impacted ecosystems; TMC's ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that TMC may recover; risks associated with collective, development and processing operations; fluctuations in transportation costs; testing and manufacturing of equipment; risks associated with TMC's limited operating history; the impact of the COVID-19 pandemic; risks associated with TMC's intellectual property; and other risks and uncertainties indicated from time to time in the prospectus, filed with the U.S. Securities and Exchange Commission ("SEC") on October 22, 2021, including those under "Risk Factors" therein, and in TMC's other future filings with the SEC. TMC cautions that the foregoing list of factors is not exclusive. TMC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. TMC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based except as required by law.

TMC the metals company Inc.Condensed Consolidated Balance Sheets(in thousands of US Dollars, except share amounts)(Unaudited)

As at As at September December 30 31 2021 2020

ASSETS

Current

Cash and cash equivalents 112,640 10,096

Receivables and prepayments 139 129

112,779 10,225

Non-current

Exploration contracts 43,150 43,150

Equipment 1,387 1,310

44,537 44,460



TOTAL ASSETS 157,316 54,685



LIABILITIES

Current

Accounts payable and accrued liabilities 28,343 4,316

Deferred acquisition costs - 3,440

28,343 7,756

Non-current

Deferred tax liability 10,675 10,675

Warrant liability 11,623 -

TOTAL LIABILITIES 50,641 18,431



EQUITY

Common shares (unlimited shares, no par value -issued: 224,385,324 (December 31, 2020 - 284,228 154,431 189,493,593))

Preferred shares (unlimited share, no par value - - 550 issued: nil (December 31, 2020 - 509,459))

Class A - J Special Shares - -

Additional paid in capital 108,022 45,347

Accumulated other comprehensive loss (1,216 ) (1,216 )

Deficit (284,359 ) (162,858 )

TOTAL EQUITY 106,675 36,254



TOTAL LIABILITIES AND EQUITY 157,316 54,685

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 September 30,

Nine months ended September 30,

2021

2020

2021

2020

Operating expenses

Exploration expenses

23,848

4,556

80,181

35,744

General and administrative expenses

13,334

2,192

41,138

3,818

Operating loss

37,182

6,748

121,319

39,562

Other items

Change in fair value of warrant liability

(878

)

-

(878

)

-

Foreign exchange loss

5

41

57

37

Interest expense (income)

342

(3

)

1,003

(53

)

Loss and comprehensive loss for the period

36,651

6,786

121,501

39,546

Loss per share

- Basic and diluted

$

0.18

$

0.04

$

0.61

$

0.23

Weighted average number of common shares outstanding - basic and diluted

205,248,258

186,432,173

198,092,309

175,631,164

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,

2021 2020 2021 2020



Operating expenses

Exploration 23,848 4,556 80,181 35,744 expenses

General andadministrative 13,334 2,192 41,138 3,818 expenses

Operating loss 37,182 6,748 121,319 39,562



Other items

Change in fairvalue of (878 ) - (878 ) - warrant liability

Foreign 5 41 57 37 exchange loss

Interestexpense 342 (3 ) 1,003 (53 )(income)



Loss andcomprehensive 36,651 6,786 121,501 39,546 loss for the period



Loss per share

- Basic and $ 0.18 $ 0.04 $ 0.61 $ 0.23 diluted



Weightedaverage numberof common shares outstanding - 205,248,258 186,432,173 198,092,309 175,631,164 basic anddiluted

TMC the metals company Inc.Condensed Consolidated Statements of Cash Flows(in thousands of US Dollars)(Unaudited)

Nine months ended September 30,

2021

2020

Cash resources provided by (used in)

Operating activities

Loss for the period

(121,501

)

(39,546

)

Items not affecting cash:

Amortization

324

421

Expenses settled in share-based payments

69,357

16,653

Interest on convertible debentures

1,003

-

Change in fair value of warrant liability

(878

)

-

Unrealized foreign exchange

(31

)

(1

)

Changes in working capital:

Receivables and prepayments

(8

)

(65

)

Accounts payable and accrued liabilities

23,395

1,188

Net cash used in operating activities

(28,339

)

(21,350

)

Investing activities

Acquisition of exploration contract

(3,440

)

(607

)

Acquisition of equipment

(402

)

-

Net cash used in investing activities

(3,842

)

(607

)

Financing activities

Exercise of stock options

4,236

-

Proceeds from issuance of convertible debentures

26,000

-

Proceeds from issuance of common shares (net of fees and other costs)

-

20,348

Proceeds from Business Combination (net of fees and other costs)

104,465

-

Net cash provided by financing activities

134,701

20,348

Net change in cash and cash equivalents

102,520

(1,609

)

Impact of exchange rate changes on cash and cash equivalents

24

(4

)

Cash and cash equivalents - beginning of period

10,096

15,951

Cash and cash equivalents - end of period

112,640

14,338

Restatement of Previously Issued Financial Statements:

The following summarizes the effect of the restatement on each financial statement line item for each period presented.

TMC the metals company Inc.Condensed Consolidated Statements of Cash Flows(in thousands of US Dollars)(Unaudited)

Nine months ended September 30,

2021 2020

Cash resources provided by (used in)



Operating activities

Loss for the period (121,501 ) (39,546 )

Items not affecting cash:

Amortization 324 421

Expenses settled in share-based payments 69,357 16,653

Interest on convertible debentures 1,003 -

Change in fair value of warrant liability (878 ) -

Unrealized foreign exchange (31 ) (1 )

Changes in working capital:

Receivables and prepayments (8 ) (65 )

Accounts payable and accrued liabilities 23,395 1,188

Net cash used in operating activities (28,339 ) (21,350 )



Investing activities

Acquisition of exploration contract (3,440 ) (607 )

Acquisition of equipment (402 ) -

Net cash used in investing activities (3,842 ) (607 )



Financing activities

Exercise of stock options 4,236 -

Proceeds from issuance of convertible debentures 26,000 -

Proceeds from issuance of common shares (net of fees - 20,348 and other costs)

Proceeds from Business Combination (net of fees and 104,465 - other costs)

Net cash provided by financing activities 134,701 20,348



Net change in cash and cash equivalents 102,520 (1,609 )

Impact of exchange rate changes on cash and cash 24 (4 )equivalents

Cash and cash equivalents - beginning of period 10,096 15,951

Cash and cash equivalents - end of period 112,640 14,338

Restatement of Previously Issued Financial Statements:

The following summarizes the effect of the restatement on each financial statement line item for each period presented.

TMC the metals company Inc.Condensed Consolidated Balance Sheets

(in thousands of US Dollars)

(Unaudited)

As at March As at June 31, 30, 2021 2021

Accounts payable and accrued As previously 6,430 9,033 liabilities reported

Adjustments^1 - 2,663

As restated 6,430 11,696



Total liabilities As previously 44,075 45,869 reported

Adjustments^1 - 2,663

As restated 44,075 48,532



Additional paid in capital As previously 63,576 74,069 reported

Adjustments^2 (1,848 ) (1,528 )

As restated 61,728 72,541



Deficit As previously (220,416 ) (246,573 ) reported

Adjustments^2 1,848 (1,135 )

As restated (218,568 ) (247,708 )



Total shareholders' equity As previously 25,631 15,731 reported

Adjustments^1 - (2,663 )

As restated 25,631 13,068

* Reflects increase of $2.7 million in exploration expenses for the six month ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021. * Reflects decrease of $1.8 million and $1.5 million of stock-based compensation expenses for the three months ended March 31, 2021 and six months ended June 30, 2021, respectively.TMC the metals company Inc.Condensed Consolidated Statements of Loss and Comprehensive Loss(in thousands of US Dollars, except per share amounts)(Unaudited)

Three Three Six Months Months Months Ended Ended Ended March 31, June 30, June 30, 2021 2021^4 2021

Exploration expenses As previously 39,364 15,372 54,736 reported

Adjustments^1,2 (1,257 ) 2,854 1,597

As restated 38,107 18,226 56,333



General and administrative As previously 17,955 10,311 28,266 expenses reported

Adjustments^3 (591 ) 129 (462 )

As restated 17,364 10,440 27,804



Operating loss As previously 57,319 25,683 83,002 reported

Adjustments^ (1,848 ) 2,983 1,135 1,2,3

As restated 55,471 28,666 84,137



Loss and comprehensive As previously 57,558 26,157 83,715 loss for the period reported

Adjustments^ (1,848 ) 2,983 1,135 1,2,3

As restated 55,710 29,140 84,850



Loss per share - Basic and As previously 0.30 0.13 0.43 diluted reported

Adjustments^ (0.01 ) 0.02 0.01 1,2,3

As restated 0.29 0.15 0.44

* Reflects decrease of $1.3 million for the three months ended March 31, 2021 and increase of $0.2 million and decrease of $1.1 million for the three and six months ended June 30, 2021, respectively, related to stock-based compensation expense. * Reflects increase of $2.7 million to accrue for certain material exploration invoices for the three and six months ended June 30, 2021. * Reflects decrease of $0.6 million for the three months ended March 31, 2021 and increase of $0.1 million and decrease of $0.5 million for the three and six months ended June 30, 2021, respectively, related to stock-based compensation expense. * Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis.TMC the metals company Inc.Condensed Consolidated Statements of Changes in Shareholders' Equity(in thousands of US Dollars)(Unaudited)

As at March As at June 31, 30, 2021 2021

Additional paid in As previously 63,576 74,069 capital reported

Adjustments^1 (1,848 ) (1,528 )

As restated 61,728 72,541

Deficit As previously (220,416 ) (246,573 ) reported

Adjustments^1,2 1,848 (1,135 )

As restated (218,568 ) (247,708 )

Total shareholders' As previously 25,631 15,731 equity reported

Adjustments^2 - (2,663 )

As restated 25,631 13,068

* Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense. * Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021.TMC the metals company Inc.Condensed Consolidated Statements of Cash Flows(in thousands of US Dollars)(Unaudited)



Three Six Months Months Ended Ended June 30, March 31, 2021 2021

Loss for the period As previously (57,558 ) (83,715 ) reported

Adjustments^1,2 1,848 (1,135 )

As restated (55,710 ) (84,850 )

Expenses settled in share-based As previously 45,059 60,128 payments reported

Adjustments^1 (1,848 ) (1,528 )

As restated 43,211 58,600

Accounts payable and accrued As previously 2,114 4,719 liabilities reported

Adjustments^2 - 2,663

As restated 2,114 7,382

* Reflects decrease of $1.8 million for the three months ended March 31, 2021 and decrease of $1.5 million for the six months ended June 30, 2021 related to stock-based compensation expense. * Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. The following summarizes the effect of the restatements on each line item set forth below in the unaudited pro forma condensed combined financial information previously as of and for the six months ended June 30, 2021 for each period presented.

TMC the metals company Inc.Unaudited Pro Forma Condensed Consolidated Balance SheetsAs of June 30, 2021(Amounts in U.S. dollars)

SOAC DeepGreen Pro Forma Combined (Historical) Metals Transaction Pro (Historical) Adjustments Forma

Accountspayable and As previously 7,289 9,033 (6,713 ) 9,609 accrued reported liabilities

Adjustments^1 - 2,663 - 2,663

As restated 7,289 11,696 (6,713 ) 12,272

Total As previously 53,544 45,869 (55,614 ) 43,799 liabilities reported

Adjustments^1 - 2,663 - 2,663

As restated 53,544 48,532 (55,614 ) 46,462

Additional As previouslypaid in reported - 74,069 21,600 95,669 capital

Adjustments^2 - (1,528 ) - (1,528 )

As restated - 72,541 21,600 94,141

Deficit As previously (53,118 ) (246,573 ) 43,759 (255,932 ) reported

Adjustments^ - (1,135 ) - (1,135 ) 1,2

As restated (53,118 ) (247,708 ) 43,759 (257,067 )

As previously (53,117 ) 15,731 159,639 122,253 Total reported shareholders'equity Adjustments^1 - (2,663 ) - (2,663 )

As restated (53,117 ) 13,068 159,639 119,590

* Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for exploration invoices as at June 30, 2021. * Reflects decrease of $1.5 million of stock-based compensation expenses for the six months ended June 30, 2021.TMC the metals company Inc.Unaudited Pro Forma Condensed Consolidated Statement of OperationsFor the six months ended June 30, 2021(Amounts in U.S. dollars, except per share data)



SOAC DeepGreen Pro Forma Combined (Historical) Metals Transaction Pro (Historical) Adjustments Forma

Exploration As previously - 54,736 2,343 57,079 expenses reported

Adjustments^1,2 - 1,597 - 1,597

As restated - 56,333 2,343 58,676

As previously 6,490 28,266 - 34,756 General and reported administrativeexpenses Adjustments^3 - (462 ) - (462 )

As restated 6,490 27,804 - 34,294

Operating loss As previously 6,490 83,002 2,343 91,835 reported

Adjustments^ - 1,135 - 1,135 1,2,3

As restated 6,490 84,137 2,343 92,970

As previously (14,694 ) 83,715 13,841 82,862 reported (Income) lossfor the period Adjustments^ - 1,135 - 1,135 1,2,3

As restated (14,694 ) 84,850 13,841 83,997

As previously (14,694 ) 83,715 13,841 82,862 reported Comprehensive(income) loss Adjustments^ - 1,135 - 1,135 for the period 1,2,3

As restated (14,694 ) 84,850 13,841 83,997

As previously (1.46 ) 0.43 - 0.37 (Income) loss reported per share -Basic and Adjustments^ - 0.01 - 0.01 diluted 1,2,3

As restated (1.46 ) 0.44 - 0.37

* Reflects decrease of $1.1 million for the six months ended June 30, 2021 related to stock-based compensation expense. * Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. * Reflects decrease of $0.5 million for the six months ended June 30, 2021 related to stock-based compensation expense. View source version on businesswire.com: https://www.businesswire.com/news/home/20211111006045/en/

CONTACT: Media | media@metals.co Investors | investors@metals.co Dan Gagnier | Gagnier Communications | tmc@gagnierfc.com