Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | TMC the metals Co Inc. | |
Document Period End Date | Sep. 30, 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39281 | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 595 Howe Street, 10th Floor | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Postal Zip Code | V6C 2T5 | |
City Area Code | 574 | |
Local Phone Number | 252-9333 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 225,259,277 | |
Entity Central Index Key | 0001798562 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Shares, without par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Shares, without par value | |
Trading Symbol | TMC | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share | |
Trading Symbol | TMCWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current | ||
Cash and cash equivalents | $ 112,640 | $ 10,096 |
Receivables and prepayments | 139 | 129 |
Total current assets | 112,779 | 10,225 |
Non-current | ||
Exploration contracts | 43,150 | 43,150 |
Equipment | 1,387 | 1,310 |
Total non-current assets | 44,537 | 44,460 |
TOTAL ASSETS | 157,316 | 54,685 |
Current | ||
Accounts payable and accrued liabilities | 28,343 | 4,316 |
Deferred acquisition costs | 3,440 | |
Total current liabilities | 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 - 189,493,593)) | 284,228 | 154,431 |
Preferred shares (unlimited share, no par value - issued: nil (December 31, 2020 - 509,459)) | 550 | |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common shares, no par value | $ 0 | $ 0 |
Ordinary shares, issued | 224,385,324 | 189,493,593 |
Preferred shares, no par value | $ 0 | $ 0 |
Preference shares, shares issued | 0 | 509,459 |
Class A special shares | ||
Ordinary shares, issued | 4,448,259 | |
Class B special shares | ||
Ordinary shares, issued | 8,896,399 | |
Class C special shares | ||
Ordinary shares, issued | 8,896,399 | |
Class D special shares | ||
Ordinary shares, issued | 17,792,922 | |
Class E special shares | ||
Ordinary shares, issued | 17,792,922 | |
Class F special shares | ||
Ordinary shares, issued | 17,792,922 | |
Class G special shares | ||
Ordinary shares, issued | 22,241,179 | |
Class H special shares | ||
Ordinary shares, issued | 22,241,179 | |
Class I special shares | ||
Ordinary shares, issued | 500,000 | |
Class J special shares | ||
Ordinary shares, issued | 741,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 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 | ||||
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 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common shares | Preferred shares | Special Shares | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Deficit | Total |
Balance at Dec. 31, 2019 | $ 79,824 | $ 35,257 | $ (1,216) | $ (106,227) | $ 8,188 | ||
Balance (in Shares) at Dec. 31, 2019 | 79,824 | 550 | |||||
Common shares to be issued for exploration expenses (Note 6) | 4,957 | 4,957 | |||||
Private placements (net of financing costs) | $ 20,374 | 20,374 | |||||
Financing cost | (26) | ||||||
Financing cost (in shares) | (26) | ||||||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 5) | 28,000 | ||||||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 5) (in shares) | 28,000 | ||||||
Common share options-payments (Note 10) | $ (396) | 2,089 | 1,693 | ||||
Common shares issued for services | 24,746 | (6,410) | 18,336 | ||||
Loss for the period | (39,546) | (39,546) | |||||
Balance at Sep. 30, 2020 | $ 152,522 | $ 550 | $ 0 | 35,893 | (1,216) | (145,773) | 41,976 |
Balance (in Shares) at Sep. 30, 2020 | 152,522 | 550 | 0 | ||||
Balance at Dec. 31, 2019 | $ 79,824 | 35,257 | (1,216) | (106,227) | 8,188 | ||
Balance (in Shares) at Dec. 31, 2019 | 79,824 | 550 | |||||
Exercise of stock options (Note 10) | $ 1,790 | ||||||
Private placements (net of financing costs) | 20,374 | ||||||
Financing cost | (26) | ||||||
Balance at Dec. 31, 2020 | $ 154,431 | $ 550 | $ 0 | 45,347 | (1,216) | (162,858) | 36,254 |
Balance at Jun. 30, 2020 | 32,294 | (1,216) | (138,987) | 36,706 | |||
Balance (in Shares) at Jun. 30, 2020 | 144,065 | 550 | 0 | ||||
Common shares to be issued for exploration expenses (Note 6) | $ 0 | 2,066 | 2,066 | ||||
Private placements (net of financing costs) | 0 | 8,531 | |||||
Private placements (net of financing costs) (in shares) | 8,531 | ||||||
Common share options-payments (Note 10) | $ (74) | 0 | 1,533 | 1,459 | |||
Loss for the period | 0 | (6,786) | (6,786) | ||||
Balance at Sep. 30, 2020 | $ 152,522 | $ 550 | $ 0 | 35,893 | (1,216) | (145,773) | 41,976 |
Balance (in Shares) at Sep. 30, 2020 | 152,522 | 550 | 0 | ||||
Balance at Dec. 31, 2020 | $ 154,431 | $ 550 | $ 0 | 45,347 | (1,216) | (162,858) | 36,254 |
Loss for the period | (84,850) | ||||||
Balance at Jun. 30, 2021 | 188,901 | 550 | 0 | 72,541 | (1,216) | (247,708) | 13,068 |
Balance at Dec. 31, 2020 | 154,431 | 550 | 0 | 45,347 | (1,216) | (162,858) | 36,254 |
Exercise of stock options (Note 10) | 14,297 | (10,061) | 4,236 | ||||
Common shares to be issued for exploration expenses (Note 6) | 25,664 | (12,879) | 12,785 | ||||
Conversion of debentures (Note 7) | 27,003 | 27,003 | |||||
Common share options-payments (Note 10) | 55,276 | 55,276 | |||||
Common shares issued for services | 1,296 | 1,296 | |||||
Net equity from Business Combination (Note 4) | 60,987 | 30,339 | 91,326 | ||||
Conversion of preferred shares to common shares | 550 | (550) | |||||
Loss for the period | (121,501) | (121,501) | |||||
Balance at Sep. 30, 2021 | 284,228 | 0 | 0 | 108,022 | (1,216) | (284,359) | 106,675 |
Balance at Jun. 30, 2021 | 188,901 | 550 | 0 | 72,541 | (1,216) | (247,708) | 13,068 |
Exercise of stock options (Note 10) | 6,039 | (4,366) | 1,673 | ||||
Conversion of debentures (Note 7) | 26,503 | 26,503 | |||||
Common share options-payments (Note 10) | 9,508 | 9,508 | |||||
Common shares issued for services | 1,248 | 1,248 | |||||
Net equity from Business Combination (Note 4) | 60,987 | 30,339 | 91,326 | ||||
Conversion of preferred shares to common shares | 550 | (550) | |||||
Loss for the period | (36,651) | (36,651) | |||||
Balance at Sep. 30, 2021 | $ 284,228 | $ 0 | $ 0 | $ 108,022 | $ (1,216) | $ (284,359) | $ 106,675 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 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) |
Cash resources provided by (used in) Investing activities | ||
Acquisition of exploration contract | (3,440) | (607) |
Acquisition of equipment | (402) | |
Net cash used in investing activities | (3,842) | (607) |
Cash resources provided by (used in) 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 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Operations | |
Nature of Operations | 1. TMC the metals company Inc. (“TMC” or the “Company”), formerly known as Sustainable Opportunities Acquisition Corporation (“SOAC”), 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”) (Note 4). The Company’s corporate office, registered address and records office is located at 10 th 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 of the Pacific Ocean (“CCZ”), located about 1,300 nautical miles south-west of San Diego, California. These nodules contain high grades of four metals (nickel, copper, cobalt, manganese) critical for the transition to clean energy and infrastructure buildout. The Company is considered to have mining operations and mining properties in accordance with regulations of the U.S. Securities and Exchange Commission (“SEC”). Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (the “ISA”), an intergovernmental organization established in 1994 pursuant to the United Nations Convention on the Law of the Sea (“UNCLOS”). ISA contracts are granted to sovereign states or have to be sponsored by a sovereign state. The Company’s wholly-owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an 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 74,830 km 2 2 2 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. Since March 2020, several measures have been implemented by the governments in Canada, the United States of America (“US”), Australia, and the rest of the world in the form of office closures and limiting the movement of personnel in response to the increased impact from the novel coronavirus (“COVID-19”). While the impact of COVID-19 has not been significant to the Company’s business operations to date, the current circumstances are dynamic and may negatively impact the Company’s business operations, exploration and development plans, results of operations, financial position, and cash flows. |
Restatement of Previously Issue
Restatement of Previously Issued Quarterly Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Quarterly Financial Statements | |
Restatement of Previously Issued Quarterly Financial Statements | 2. The Company has restated its 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 “Affected Periods”) in this Quarterly Report on Form 10-Q. The restatement resulted from the following items identified while preparing the condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021: (a) certain invoices for exploration expenses were not appropriately accrued as of June 30, 2021, resulting in a $2.7 million understatement of each of exploration expenses and accounts payable and accrued liabilities as of and for the six month period ended June 30, 2021; and (b) the Company’s expensing of options granted in the first quarter of 2021 under the Company's Short-Term Incentive Plan (“STIP”) based on the grantee’s historical start date with the Company rather than the grant date of the options on March 4, 2021, as required by US Generally Accepted Accounting Principles (“US GAAP”), resulting in a $1.8 million overstatement of stock-based compensation expenses as of and for the three month period ended March 31, 2021, and $0.3 million understatement and $1.5 million overstatement of stock-based compensation expenses as of and for the six month period ended June 30, 2021, respectively. Therefore, the Company is restating its financial statements for the Affected Periods (the “Restatement”). The Company considered the guidance in Accounting Standard Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections Assessing Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Condensed Consolidated Balance Sheets As at March 31, As at June 30, 2021 2021 Accounts payable and accrued liabilities As previously reported 6,430 9,033 Adjustments 1 — 2,663 As restated 6,430 11,696 Total liabilities As previously reported 44,075 45,869 Adjustments 1 — 2,663 As restated 44,075 48,532 Additional paid in capital As previously reported 63,576 74,069 Adjustments 2 (1,848) (1,528) As restated 61,728 72,541 Deficit As previously reported (220,416) (246,573) Adjustments 1,2 1,848 (1,135) As restated (218,568) (247,708) Total shareholders' equity As previously reported 25,631 15,731 Adjustments 1 — (2,663) As restated 25,631 13,068 1. Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021. 2. 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. Condensed Consolidated Statements of Loss and Comprehensive Loss Three Months Ended Three Months Ended Six Months Ended March 31, 2021 June 30, 2021 4 June 30, 2021 Exploration expenses As previously reported 39,364 15,372 54,736 Adjustments 1,2 (1,257) 2,854 1,597 As restated 38,107 18,226 56,333 General and administrative expenses As previously reported 17,955 10,311 28,266 Adjustments 3 (591) 129 (462) As restated 17,364 10,440 27,804 Operating loss As previously reported 57,319 25,683 83,002 Adjustments 1,2,3 (1,848) 2,983 1,135 As restated 55,471 28,666 84,137 Loss and comprehensive loss for the period As previously reported 57,558 26,157 83,715 Adjustments 1,2,3 (1,848) 2,983 1,135 As restated 55,710 29,140 84,850 Loss per share - Basic and diluted As previously reported 0.30 0.13 0.43 Adjustments 1,2,3 (0.01) 0.02 0.01 As restated 0.29 0.15 0.44 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the three and six months ended June 30, 2021. 3. 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. 4. Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. Condensed Consolidated Statements of Changes in Equity As at March 31, As at June 30, 2021 2021 Additional paid in capital As previously reported 63,576 74,069 Adjustments 1 (1,848) (1,528) As restated 61,728 72,541 Deficit As previously reported (220,416) (246,573) Adjustments 1,2 1,848 (1,135) As restated (218,568) (247,708) Total shareholders' equity As previously reported 25,631 15,731 Adjustments 2 — (2,663) As restated 25,631 13,068 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. Condensed Consolidated Statements of Cash Flows Three Months Ended Six Months Ended March 31, 2021 June 30, 2021 Loss for the period As previously reported (57,558) (83,715) Adjustments 1,2 1,848 (1,135) As restated (55,710) (84,850) Expenses settled in share-based payments As previously reported 45,059 60,128 Adjustments 1 (1,848) (1,528) As restated 43,211 58,600 Accounts payable and accrued liabilities As previously reported 2,114 4,719 Adjustments 2 — 2,663 As restated 2,114 7,382 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with US GAAP for interim financial statements. Accordingly, certain information and footnote disclosures required by US GAAP have been condensed or omitted in these unaudited condensed consolidated 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, 2021 or for any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2020. The Company has applied the same accounting policies as in the prior year, except as disclosed below. All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 4). Basis of Measurement These unaudited condensed consolidated financial statements have been prepared under the historical cost convention and are presented in US dollars. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, accounting for the acquisition of TOML, the valuation of common share-based payments, including valuation of the incentive stock options (Note 10) and the common shares issued to Maersk (Notes 6 and 9), as well as the valuation of warrant liability (Note 8). Actual results could differ materially from those estimates. 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 no transfers between fair value measurement levels during the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable and accrued expenses and deferred acquisition costs, approximate their fair values due to the short-term nature of these instruments. Warrant Liabilities The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liability from Equity, , Derivatives and Hedging Prior to the Business Combination, SOAC issued 15,000,000 common share warrants (“Public Warrants”) as part of the units offered in its initial public offering and, simultaneously with the closing of initial public offering, SOAC issued an aggregate of 9,500,000 private placement common share warrants (“Private Warrants”) in a private placement. For accounting purposes, the Company was considered to have issued the Public and Private Warrants as part of the Business Combination (Note 4). 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 expected volatility was based on consideration of the implied volatility from the Company’s Public Warrants market price. Recent Accounting Pronouncements Issued and Adopted Accounting for Debt with Conversion and Other Options In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination | |
Business Combination | 4 . On March 4, 2021, SOAC and DeepGreen entered into a business combination agreement (“BCA”) in which SOAC would combine with DeepGreen, relist on the Nasdaq and SOAC would be renamed to TMC. The Business Combination was consummated on September 9, 2021, whereby SOAC acquired all of the outstanding common shares of DeepGreen. Pursuant to the BCA, shareholders of DeepGreen exchanged their DeepGreen common shares at a ratio of 1.157862 TMC common shares per DeepGreen common share (“Exchange Ratio”) and received approximately 203.9 million TMC common shares and a total of 120.1 million Class A to H special shares (“Special Shares”). Each class of Special Shares automatically convert to TMC common shares if TMC common shares trade at a price on any twenty trading days within any thirty trading day period that is greater than or equal to the specific trigger price for the respective class of Special Share. The trigger prices range from $15 per share to $200 per share. Additionally, existing DeepGreen options were automatically adopted by TMC (the “Rollover Options”) after application of the Exchange Ratio to both the underlying number of common shares and the exercise price. These Rollover Options did not change in value as a result of the Business Combination. The Rollover Options also entitle holders thereof to a pro-rata portion of up to an aggregate of 14.9 million Special Shares if exercised. Lastly, the warrants granted to Allseas to acquire 10 million DeepGreen common shares at a nominal value (the “Allseas Warrant”) have been assumed by TMC and have become warrants to purchase 11.6 million TMC common shares, in accordance with its terms. Below is a summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued: Special Share Class A B C D E F G H Share Trigger price ($) 15 25 35 50 75 100 150 200 Special Shares (million) 5 10 10 20 20 20 25 25 In connection with the Business Combination, the SOAC sponsors were entitled to additional 0.5 million Class I Special Shares and 0.7 million Class J Special Shares which are convertible to TMC common shares if TMC common shares trade for a price on any twenty trading days within any thirty trading day period that is greater than or equal to $50.00 per share and $12.00 per share, respectively. The following table reconciles the cash proceeds from the Business Combination: Cash proceeds from SOAC $ 27,328 Cash proceeds from sale of equity securities 110,300 Gross cash received by TMC from Business Combination 137,628 Less: Transaction costs settled in cash (33,163) Net contributions from Business Combination $ 104,465 In addition to the amounts above, the Company incurred $8.7 million of transaction costs which were settled by issuance of 873,953 common shares on October 7, 2021. As at September 31, 2021, these transaction costs were offset against proceeds with the unissued shares being recorded in additional paid in capital. Prior to the Business Combination, SOAC had 30.0 million shares of Class A common stock with a par value of $0.0001 per share (“SOAC Class A Shares”) outstanding and 7.5 million shares of Class B common stock with a par value of $0.0001 per share (“SOAC Class B Shares”) held by Sustainable Opportunities Holdings LLC (the “Sponsor”). In connection with the Business Combination, 27.3 million SOAC Class A Shares were redeemed by public shareholders. On September 9, 2021, each remaining issued and outstanding share of SOAC Class A Shares automatically converted, on a one-for-one basis, into TMC common shares and 6.8 million outstanding shares of SOAC Class B Shares automatically converted, on a one-for-one basis, into TMC common shares and 0.7 million outstanding shares of SOAC Class B Shares converted into Class J Special Shares. The TMC common shares also changed from having a par value of $0.0001 per share to no par value. The number of TMC common shares issued immediately following the consummation of the Business Combination is summarized as follows: Number of Shares by type shares SOAC Class A shares outstanding prior to the Business Combination 30,000,000 Less: Redemption of SOAC Class A shares (27,278,657) SOAC Class A shares outstanding and converted to TMC common shares 2,721,343 Shares issued in the Private Investment in Public Equity (“PIPE”) 11,030,000 Conversion of SOAC Class B shares to TMC common shares 6,759,000 Shares issued to SOAC and PIPE investors 20,510,343 Shares issued to the DeepGreen shareholders 203,874,981 Total TMC common shares outstanding at close of Business Combination 224,385,324 The Company incurred transaction costs related to the Business Combination of approximately $46.8 million, of which $0.6 million and $4.9 million, incurred prior to the closing of the Business Combination becoming probable, are included in general and administrative expenses on the consolidated statements of loss and other comprehensive loss for the three and nine months ended September 30, 2021, respectively. The remaining $41.9 million of transaction costs were capitalized to common shares on the condensed consolidated balance sheet as of September 30, 2021. The Business Combination was accounted for as a reverse acquisition with no goodwill or intangible assets being recorded. As SOAC had no operations, the net assets acquired were recorded at their historical cost. Adjustments related to the Business Combination including consideration paid to DeepGreen shareholders and any other adjustments to the eliminate the historical equity of SOAC and recapitalize the equity of DeepGreen were recorded to common shares to reflect the effective issuance of common shares to SOAC and PIPE investors in the Business Combination. |
TOML Acquisition
TOML Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
TOML Acquisition | |
TOML Acquisition | 5 . On March 31, 2020, the Company entered into an acquisition agreement to acquire the polymetallic nodules business unit of TOML and other entities in the group (the “TOML Group”) from Deep Sea Mining Finance Ltd. (“DSMF”) (the “TOML Acquisition”). Total purchase price of the TOML Acquisition, before transaction costs, was $32.0 million. TOML holds an ISA exploration contract in the CCZ ("TOML Exploration Contract") and some exploration related equipment. The TOML Group also holds various patents and an application right with respect to a prospecting exploration contract in Kiribati. The purchase price of $32.0 million was settled through initial cash payments in two tranches of $0.25 million each (paid on March 31, 2020 and May 31, 2020, respectively), issuance of 9,005,595 common shares after adjustment for the Exchange Ratio, $0.1 million payment to the ISA on behalf of DSMF and deferred consideration of $3.4 million which was to be paid on January 31, 2021. The common share consideration paid by the Company was valued at $3.11 per common share, after adjustment for the Exchange Ratio, based on the private placements completed by DeepGreen around the time of the TOML Acquisition, for a total of $28.0 million. The Company had the option of settling the deferred consideration in either cash or common shares of the Company at its sole discretion. In January 2021, the arrangement with DSMF was amended to pay the entire deferred consideration with cash. The deferred consideration was fully settled on June 30, 2021. The Company incurred legal and regulatory fees to complete the acquisition totalling $47 thousand. The Company determined that the value of TOML Acquisition was substantially concentrated in the TOML Exploration Contract and therefore considered this to be an acquisition of a group of connected assets rather than an acquisition of business. Consequently, the total cost of the transaction was primarily allocated to exploration contracts. The net assets acquired as part of the TOML Acquisition were as follows: Net assets acquired $ Cash payments 560 Common shares issued (9,005,595 common shares $3.11, after adjustment for the Exchange Ratio) 28,000 Transaction costs paid 47 Deferred consideration 3,440 Total acquisition cost 32,047 Allocated to: Equipment 21 Exploration contracts (Note 6) 42,701 Deferred tax liability 1 (10,675) Net assets acquired 32,047 1. A deferred tax liability was recognized by the Company on acquisition related to differences between the book value and the tax basis of the TOML exploration contract. |
Exploration Contracts
Exploration Contracts | 9 Months Ended |
Sep. 30, 2021 | |
Exploration Contracts. | |
Exploration Contracts | 6. Exploration Contracts Significant Exploration Agreements NORI Exploration Contract: The Company’s wholly-owned subsidiary, NORI, was granted the NORI Exploration Contract on July 22, 2011 under the sponsorship of Nauru. The contract application fee was $0.3 million, and provides NORI with exclusive rights to explore for polymetallic nodules in the NORI Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms (Note 13) and provides NORI with the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area. NORI has a right to renounce, without penalty, in whole or part of its rights in the NORI Area at any time and therefore does not have a fixed commitment with relation to the NORI Exploration Contract (Note 13). Marawa Agreements: Marawa was granted the Marawa Exploration Contract on May 30, 2012. The Marawa Exploration Contract provides Marawa with exclusive rights to explore for polymetallic nodules in the Marawa Area for an initial term of 15 years (subject to renewal for successive five-year periods) subject to complying with the exploration contract terms and the priority right to apply for an exploitation contract to collect polymetallic nodules in the same area. On March 17, 2012, the Company’s wholly-owned subsidiary, DeepGreen Engineering Pte. Ltd. (“DGE”), entered into an Option Agreement (“Marawa Option Agreement”) with Marawa and Kiribati. Under the amended Marawa Option Agreement dated October 1, 2013, DGE paid an option fee of $0.3 million to acquire the right to purchase tenements, as may be granted to Marawa by the ISA or any other regulatory body, for the greater of $0.3 million or the value of any amounts owing to DGE by Marawa. The exercise period for the option is a maximum of 40 years after the date of the execution of the amended Marawa Option Agreement. On October 1, 2013, DGE also entered into a services agreement (“Marawa Services Agreement”) with Marawa and Kiribati, which grants DGE the exclusive right to carry out all exploration and collection in the Marawa Area. Under the Marawa Services Agreement, DGE will pay to the ISA, on behalf of Marawa, the following: $47 thousand annual exploration fees, ISA royalties and taxes, and the ISA exploitation application fee of $0.3 million. In addition, DGE will ensure that the activities carried out in the Marawa Area by DGE and any other service contractor complies with the ISA regulations and any other required regulations. The Marawa Services Agreement grants DGE the right to recover any and all polymetallic nodules from the Marawa Area by paying Kiribati a royalty per wet tonne of polymetallic nodules collected (adjusted for inflation from October 1, 2013 onwards). DGE has the right to terminate the Marawa Services Agreement at its sole discretion by giving written notice to Marawa and Kiribati, and such termination shall take effect two months following the date of the termination notice, provided that DGE shall pay to the ISA on behalf of Marawa the fees or payments legally owed to the ISA by Marawa (including the annual ISA exploration fee and ISA royalties and taxes) that are outstanding at the date of termination or that are incurred within 12 months after the date of such termination. There are no other longer-term commitments with respect to the Marawa Option Agreement and the Marawa Services Agreement. As at September 30, 2021, Marawa had no amounts owing to DGE under the Marawa Services Agreement and no purchase tenements had been granted to Marawa. TOML Exploration Contract: TOML was granted the TOML Exploration Contract on January 11, 2012 under the sponsorship of Tonga. The TOML Exploration Contract provides TOML with exclusive rights to explore for polymetallic nodules in the TOML Area for an initial term of 15 years (renewable for successive five-year periods) subject to complying with the exploration contract terms and a priority right to apply for an exploitation contract to collect polymetallic nodules in the same area. Strategic Partnerships Marine Vessel Services: Effective March 15, 2017, the Company entered into a strategic partnership with Maersk to undertake the exploration, environmental baseline and offshore testing required to support development of pre-feasibility studies for economic production of polymetallic nodules from the CCZ. Under the agreement, Maersk provides marine vessel services and project management services, enabling TMC to undertake the various offshore campaigns to support required pre-feasibility studies. During these offshore campaigns, TMC undertook baseline studies required to complete an Environmental and Social Impact Assessment (“ESIA”), collected nodules for metallurgical test work and collected samples and survey data for resource evaluation. Prior to February 5, 2021, the costs related to the marine vessel use were settled through the issuance of DeepGreen common shares, the number of which was based on a contractual price of $1.08 per common share, after adjustment for the Exchange Ratio. Project management services provided by Maersk for managing these offshore campaigns are paid in cash. Common shares transactions with Maersk since the inception of the strategic partnership were as follows: Marine vessel Common Fair value per Marine vessel cost invoiced shares issued common share cost recognized Year of Service $ $ 1 $ 2017/2018 2,566 2,376,396 0.65 1,539 2018 4,594 4,255,215 1.51 6,431 2019 5,615 5,201,561 3.11 16,173 2019/2020 5,120 4,742,615 3.11 14,746 2020/2021 2 4,583 4,245,031 6.05 25,664 22,478 20,820,818 64,553 1. The fair value of the common shares was determined based on the private placements completed by DeepGreen around the time of common shares issued to Maersk, including the application of weighted average probability for the closing of the Business Combination. The number of common shares issued was based on a contractual price of $ 1.08 per common share, after adjustment for the Exchange Ratio. 2. During the nine months ended September 30, 2021, the Company issued 4,245,031 common shares, after adjustment for the Exchange Ratio, to Maersk of which 4,142,270 common shares, after adjustment for the Exchange Ratio, pertained to the marine vessel use during the year ended December 31, 2020. These DeepGreen common shares were recognized at their estimated fair value of $6.05 per common share, after adjustment for the Exchange Ratio (December 31, 2020 - $3.11 per common share, after adjustment for the Exchange Ratio). As at September 30, 2021, Maersk owned 20.8 million TMC common shares (December 31, 2020 – 16.6 million TMC common shares after adjustment for the Exchange Ratio) which constituted 9.3% (December 31, 2020 – 8.8%) of the total common shares outstanding. Maersk is considered a related party to the Company. Total cost incurred to Maersk for offshore campaigns during the three and nine months ended September 30, 2021 amounted to $4.8 million and $29.5 million, respectively (three months and nine months ended September 30, 2020 - $2.3 million and $17.9 million, respectively). On March 4, 2021, the agreement with Maersk was amended whereby all costs incurred on or after February 5, 2021 pertaining to the use of the marine vessel would be paid in cash rather than through issuance of common shares. The amended agreement is in place until January 8, 2022, at which point the parties will negotiate any potential future offshore engagements on a case-by-case basis. As at September 30, 2021, TMC had outstanding payables to Maersk of $9.3 million (December 31, 2020 - $1.8 million) included within accounts payable and accrued liabilities. Strategic Alliance with Allseas Pilot Mining Test Project On March 29, 2019, TMC and Allseas entered into a Strategic Alliance Agreement (“SAA”) with the objective to develop and operate commercial nodule collection systems in the Company’s contract areas. The SAA included the intent to develop and deploy a Pilot Mining Test System (“PMTS”), the successful completion of which would support TMC’s application for an exploitation contract with the ISA. Allseas committed to a fixed price development contract and would own all intellectual property used and generated in the development of the PMTS. Upon successful completion of the PMTS, TMC and Allseas have also 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. Under the terms of the SAA, Allseas subscribed for and ultimately received 7.7 million common shares for a total of $20.0 million paid in cash to the Company. On July 8, 2019, as contemplated by the SAA, TMC and Allseas entered into the PMTS agreement (“PMTS Agreement”) which governs the terms, design specifications, procedures, and timetable under which Allseas agreed to complete the PMTS. Under the PMTS Agreement, in exchange for Allseas’ development efforts, upon successful delivery of the PMTS by Allseas, TMC agreed to pay Allseas: (a) $30.0 million in cash and (b) issue 11.6 million common shares. Contract Amendments On February 29, 2020, the original PMTS Agreement was amended to recognize the acquisition by Allseas of the Hidden Gem, a former drillship to be converted into a surface production vessel that would first be used as part of PMTS, and later as part of the commercial production system. TMC paid an additional: (a) $10.0 million in cash and (b) $10.0 million by issuing 3.2 million common shares valued at $3.11 per share. On March 4, 2021 and June 30, 2021, TMC and Allseas further amended the original PMTS Agreement whereby, instead of issuing 11.6 million common shares upon successful delivery of the PMTS, TMC issued the Allseas Warrant. The Allseas Warrant will vest and become exercisable upon successful completion of the PMTS and will expire on September 30, 2026. A maximum of 11.6 million warrants to purchase common shares will vest if the PMTS is completed by September 30, 2023, gradually decreasing to 5.8 million warrants to purchase common shares if the PMTS is completed after September 30, 2025. Since the Allseas Warrant vests upon the achievement of a performance condition, being the completion of the PMTS, under US GAAP, the vesting of the Allseas Warrant was not determined to be probable as at September 30, 2021. No expense or liability has been recorded as at and for the nine month period ended September 30, 2021. The amendment on March 4, 2021 stipulated that if the market price of the TMC common shares on June 1, 2022 is higher than $12.95 per common share, the aggregate value of the common shares underlying the Allseas Warrant above $150 million as at June 1, 2022 will automatically become a commercial credit from Allseas to TMC equal to the excess value. This commercial credit will be effective on the vesting date of the Allseas Warrant and the Company will be able to exchange this excess value for any future goods and services from Allseas under the nodule collection and shipping contract for one year after commercial production. There can be no assurance that such future goods and services from Allseas will occur. The 2021 contract amendments also restructured the original $30.0 million lump sum cash payment upon successful delivery of the PMTS to: ● $10 million within 10 business days of the closing of the Business Combination and Allseas providing confirmation of placing an order for certain equipment and demonstrating certain progress on construction of the PMTS; ● $10 million on the later of (i) January 1, 2022, and (ii) confirmation of successful completion of the North Sea drive test; and ● $10 million upon successful completion of the PMTS. As at September 30, 2021, Allseas has successfully reached the first progress milestone by confirming the order of certain equipment and demonstrating certain progress on construction of the PMTS and the Business Combination was completed. Accordingly, the first $10 million payment was paid to Allseas on October 5, 2021. The Company accounts for the first two milestone payments in accordance with ASC 730, Research and Development, Contingencies As at September 30, 2021, Allseas owned 16.2 million TMC common shares (December 31, 2020 – 14.2 million TMC common shares) which constituted 7.2% (December 31, 2020 – 7.5%) of total common shares outstanding. The total share ownership included 3.2 million shares issued in a private placement in June 2020. Allseas is considered a related party to the Company. Exploration Expenses The detail of exploration expenses is as follows: NORI Marawa TOML For the three months ended Exploration Option Exploration September 30, 2021 General Contract Agreement Contract Total Exploration labor — 483 198 168 849 Offshore campaigns — 4,352 544 544 5,440 Common share options-based payments (Note 10) — 1,578 594 860 3,032 Amortization — 127 — 1 128 External consulting 10 564 118 112 804 Travel, workshop and other — 592 27 76 695 PMTS — 10,244 1,376 1,280 12,900 10 17,940 2,857 3,041 23,848 NORI Marawa TOML For the three months ended Exploration Option Exploration September 30, 2020 General Contract Agreement Contract Total Exploration labor — 423 181 166 770 Offshore campaigns — 2,089 261 261 2,611 Common share options-based payments (Note 10) — 148 87 45 280 Amortization — 139 — 2 141 External consulting 17 397 127 150 691 Travel, workshop and other — 45 9 9 63 17 3,241 665 633 4,556 NORI Marawa TOML For the nine months ended Exploration Option Exploration September 30, 2021 General Contract Agreement Contract Total Exploration labor — 1,330 552 507 2,389 Offshore campaigns — 23,365 2,864 2,864 29,093 Common share options-based payments (Note 10) — 16,680 6,925 6,972 30,577 Amortization — 321 - 3 324 External consulting 10 2,648 538 559 3,755 Travel, workshop and other — 841 120 182 1,143 PMTS — 10,244 1,376 1,280 12,900 10 55,429 12,375 12,367 80,181 NORI Marawa TOML For the nine months ended Exploration Option Exploration September 30, 2020 General Contract Agreement Contract Total Exploration labor — 1,171 566 309 2,046 Offshore campaigns — 13,875 2,786 771 17,432 PMTS — 9,333 1,167 1,167 11,667 Common share options-based payments (Note 10) — 265 171 45 481 Amortization — 417 — 4 421 External consulting 38 1,935 464 386 2,823 Travel, workshop and other — 617 181 76 874 38 27,613 5,335 2,758 35,744 |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debentures | |
Convertible Debentures | 7. In February 2021, the Company issued a total of $26 million of convertible debentures. The convertible debentures had an interest rate of 7.0% per annum, compounded annually, and had a maturity date that is 24 months from the date of issuance. The debentures were convertible into shares of the Company at anytime at the conversion price of $8.64 per common share after adjustment for the Exchange Ratio. Unless any accrued interest was converted prior to the maturity date, all accrued and unpaid interest was payable at the maturity date in TMC common shares at a conversion price of $8.64 per common share after adjustment for the Exchange Ratio. The terms of the convertible debentures provided that in the event that the Company completed the Business Combination (Note 4) or another change of control transaction at any time prior to the maturity date, the debenture value would be automatically converted into the common shares at the conversion price immediately prior to the Business Combination or the change of control transaction. If the debentures, or any portion thereof, were not converted by the holder upon the earlier of the maturity date or the completion of the Business Combination or the change of control transaction, the outstanding debenture value would automatically convert into the common shares at the conversion price of $8.64 per common share, after adjustment for the Exchange Ratio. On February 18, 2021, convertible debentures with a principal amount of $0.5 million were converted into 57,894 common shares of the Company, after adjustment for the Exchange Ratio. During the three and nine months ended September 30, 2021, the Company accrued $0.3 million and $1.0 million as interest expense on the convertible debentures, respectively. On September 9, 2021, the Company issued 3,068,673 common shares, after adjustment for the Exchange Ratio, upon conversion of the outstanding debentures consisting of $25.5 million and $1.0 million of principal and accrued interest, respectively. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability. | |
Warrant Liability | 8. The Company accounts for the Public and Private Warrants in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies Public Warrants Each whole Public Warrant entitles the holder to purchase one TMC common share at a price of $11.50 per share beginning on October 9, 2021. As at September 30, 2021, 15,000,000 Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. Public Warrant holders do not have the rights or privileges of holders of common shares nor any voting rights until they exercise their warrants and receive common shares. The Company will not be obligated to deliver any common shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933 (“Securities Act”) with respect to the common shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants will be exercisable and the Company will not be obligated to issue a common share upon exercise of a Public Warrant unless the common share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrants. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the common share underlying such unit. On October 7, 2021, the Company filed a Registration Statement on Form S-1 with respect to the common shares underlying the Public Warrants, as well as the Private Warrants, which was declared effective by the SEC on October 22, 2021. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the closing price of the common shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- day trading period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption in certain circumstances, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis, by surrendering the Public Warrants for a number of common shares per warrant equal to the lesser of: ● the quotient obtained by dividing (x) the product of the number of common shares underlying such warrant, multiplied by the excess of the average reported closing price of common shares for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders (“Fair Market Value”) over the warrant price by (y) the Fair Market Value, and ● 0.365. Private Warrants As at September 30, 2021, 9,500,000 Private Warrants were outstanding. The Private Warrants (including the common shares issuable upon exercise of the Private Warrants) were not transferable, assignable or salable until October 9, 2021, except to permitted transferees. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees: (i) the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and (ii) the Private Warrants are not redeemable by the Company. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, if not held by the Sponsor or any of its permitted transferees, provided that the other conditions of such redemption are met, as described above. If holders of the Private Warrants elect to exercise the warrants on a cashless basis, the holder would pay the exercise price by surrendering their Private Warrants for a number of common shares equal to: ● the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants, multiplied by the excess of the average reported closing price of the common shares for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent (“fair market value”) over the exercise price of the warrants by (y) the fair market value. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants are redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants under ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity , The following table presents the changes in the fair value of warrant liabilities: Private Warrants Warrant liability as at September 9, 2021 $ 12,501 Gain on change in fair value of warrant liability (878) Warrant liability as at September 30, 2021 $ 11,623 There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and nine months ended September 30, 2021. The fair value of the Private Warrants were estimated with the following assumptions: As of September 30, 2021 Exercise price $ 11.50 Stock price $ 4.57 Volatility 58 % Term 4.9 years Risk-free rate 1.0 % Dividend yield 0.0 % |
Common Shares
Common Shares | 9 Months Ended |
Sep. 30, 2021 | |
Common Shares | |
Common Shares | 9. Authorized and Issued As at September 30, 2021, the authorized, issued and outstanding common shares and Special Shares of the Company are as follows: Issued and Authorized Outstanding Common shares Unlimited, with no par value 224,385,324 Class A Special Shares 5,000,000, with no par value 4,448,259 Class B Special Shares 10,000,000, with no par value 8,896,399 Class C Special Shares 10,000,000, with no par value 8,896,399 Class D Special Shares 20,000,000, with no par value 17,792,922 Class E Special Shares 20,000,000, with no par value 17,792,922 Class F Special Shares 20,000,000, with no par value 17,792,922 Class G Special Shares 25,000,000, with no par value 22,241,179 Class H Special Shares 25,000,000, with no par value 22,241,179 Class I Special Shares 500,000, with no par value 500,000 Class J Special Shares 741,000, with no par value 741,000 The holders of the Company's common shares are entitled to one vote for each share of common share held. Each class of Special Shares do not have voting rights and do not participate in earnings. The Special Shares automatically convert to TMC common shares if TMC common shares trade at a price on any twenty trading days within any thirty trading day period that is greater than or equal to the specific trigger price for the respective class of Special Share. The trigger prices range from $15 per share to $200 per share (refer to Note 4 for details). Common Share Continuity In accordance with ASC 805, Business Combinations Common shares Number $ Balance – December 31, 2019 163,331,904 79,824 Private placement 6,553,409 20,374 Financing cost incurred – Cash — (26) Financing cost incurred - Stock option-based payments — (397) Issued for TOML acquisition ( Note 5 9,005,595 28,000 Issued for services (Note 6) 7,997,496 24,866 Exercise of stock options 2,605,189 1,790 Balance – December 31, 2020 189,493,593 154,431 Issued for services (Note 6) 4,432,606 26,960 Exercise of stock options 6,312,756 14,297 Conversion of preferred shares to common shares 509,459 550 Issued in Business Combination (Note 4) 20,510,343 60,987 Conversion of debentures (Note 7) 3,126,567 27,003 Balance – September 30, 2021 224,385,324 284,228 |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based compensation | |
Share-based compensation | 10. The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan is 24,682,386 common shares, provided that 2,243,853 of the outstanding common shares shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year beginning in 2022 to the tenth anniversary of the closing of the Business Combination, the number of common shares that may be issued pursuant to the Plan is automatically increased by an amount equal to the lesser of 4% of the number of outstanding common shares or an amount determined by the board of directors. Stock options Pursuant to the Company’s stock option plan, directors may, from time to time, authorize the issuance of stock options to directors, officers, employees, and consultants of the Company and its subsidiaries. The board of directors grants such options with vesting periods and the exercise prices determined at its sole discretion. As described in Note 4, existing DeepGreen options were automatically adopted by TMC after application of the Exchange Ratio to both the underlying number of common shares and the exercise price and provided for additional Special Shares to be issued to optionholders on a pro-rata basis, if exercised. The Rollover Options did not change in value as a result of the Business Combination. Comparative information below have been restated by adjusting for the number of options and exercise prices for the Exchange Ratio. As at September 30, 2021, there were 15,503,755 stock options outstanding under the Company’s STIP and 9,783,922 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). A continuity schedule of the Company’s stock options in the Company’s STIP is as follows: Weighted Aggregate average Intrinsic Weighted exercise value of average Options price per stock contractual Outstanding option options life (years) Outstanding – December 31, 2020 15,549,977 0.80 36,126 7.34 Granted 6,373,203 2.10 Expired (50,946) 0.39 Cancelled/Forfeited (57,891) 0.65 Exercised (6,310,588) 0.67 Outstanding – September 30, 2021 15,503,755 1.39 52,579 6.10 Vested and expected to vest – September 30, 2021 15,503,755 1.39 52,579 6.10 Vested and exercisable – September 30, 2021 13,513,779 0.86 50,155 6.22 A summary of the Company’s stock options granted and outstanding under TMC’s STIP as at September 30, 2021 is as follows: Weighted average life to expiry Options Options Expiry Date Exercise price (years) Outstanding Exercisable March 5, 2022 $0.65 0.43 634,541 634,541 March 5, 2023 $2.59 1.43 405,251 135,084 March 31, 2024 $0.65 2.50 73,811 73,811 March 5, 2025 $8.64 3.43 405,251 — December 31, 2025 $0.65 4.25 11,578 11,578 February 2, 2026 $0.65 4.35 57,893 57,893 February 17, 2026 $0.22 - $0.52 4.39 448,861 448,861 June 1, 2028 $0.65 - $8.64 6.67 12,192,921 10,878,363 June 30, 2028 $2.59 6.75 1,273,648 1,273,648 15,503,755 13,513,779 The total grant date fair value of STIP stock options that vested during the nine months ended September 30, 2021, was $29.6 million. As of September 30, 2021, total unrecognized stock-based compensation expense of $3.7 million is expected to be recognized over a weighted-average recognition period of approximately 1.70 years. During the nine months ended September 30, 2021, the Company also granted 9,783,922 stock options under its LTIP. Such stock options have an exercise price of $0.65 per option and expire on June 1, 2028. The aggregate intrinsic value of LTIP stock options as at September 30, 2021 was $38.4 million. None of the LTIP stock options were exercisable on September 30, 2021. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at September 30, 2021, total unrecognized stock-based compensation expense for the LTIP stock options was $33.2 million. As at September 30, 2021, the fair value of the Company’s common shares was $4.57 per share. As at September 30, 2021, the Company used the closing market price of its common shares to estimate the intrinsic value of outstanding stock options. Prior to September 9, 2021, there was no quoted market price for the Company’s common shares. Accordingly, the Company estimated the fair value of common shares based on observable transactions in the Company’s common shares and by applying a probability-weighted approach to various outcomes. The approach involves estimates, judgments and assumptions that are highly complex and subjective. Changes in any or all of these estimates and assumptions, or the relationships between these assumptions, impact the Company’s valuation of its common shares as of each valuation date which may have a material impact on the valuation of the Company’s common shares and equity awards for accounting purposes. The aggregate intrinsic value of stock options exercised during the period ended September 30, 2021, was $39.4 million. Activity and Valuation On February 17, 2021, the Company granted a total of 568,120 incentive stock options to certain directors and non-employees. These options have an exercise price of between $0.22 per share and $0.65 per share, vested immediately upon grant, and expire between February 17, 2026 and February 26, 2026. On February 26, 2021, the Company granted a total of 46,777 incentive stock options to a consultant. These options have an exercise price of $0.22 per share, vested immediately upon grant, and expire on February 26, 2026. On March 4, 2021, the Company granted 5,758,306 incentive stock options to certain employees, directors and consultants under the Company’s STIP, as well as 9,783,922 incentive stock options to the same individuals under its LTIP. The stock options granted under the STIP expire on June 1, 2028 or earlier, have and exercise prices ranging between $0.65 per share and $8.64 per share, and have vesting periods to a maximum of three years. The fair value of the options granted under the Company’s STIP was estimated on the date of grant using the Black-Scholes option pricing model, with the following weighted average assumptions: 2021 Expected dividend yield 0.0 % Expected stock price volatility 89.4 % Risk-free interest rate 0.5 % Expected life of options (years) 3.7 Estimated per share fair value of the Company’s common shares 7.0 The stock options granted under the LTIP have an exercise price of $0.65 per share and expire on June 1, 2028. The LTIP awards vest as follows: (1) Tranche 1 - 25% when the Company’s market capitalization equals $3 billion; (2) Tranche 2 - 35% when the Company’s market capitalization equals $6 billion; (3) Tranche 3 - 20% upon the date that the ISA grants an exploitation contract to the Company; and (4) Tranche 4 - 20 % upon the commencement of the first commercial production following the grant of the exploitation contract. Tranche 1 and Tranche 2 vest based on the Company’s market capitalization of $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $5.59 per share and $5.42 per share and derived service periods of 0.33 years and 1.41 years, respectively. The Company will expense these awards ratably over the remaining service period. Tranche 3 and Tranche 4 of the LTIP stock options vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved. As at September 30, 2021, no compensation expense related to the performance based awards was recorded as the awarding of an ISA contract is outside the control of the Company. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when determined to be probable. The fair value of awards granted under the LTIP was estimated on the date of grant with the following weighted average assumptions: Tranche 1 and Tranche 2 1 Tranche 3 2 Tranche 4 2 Expected dividend yield 0.0 % 0.0 % 0.0 % Expected stock price volatility 91.0 % 91.2 % 91.2 % Risk-free interest rate 1.3 % 0.8 % 0.9 % Expected life of options (years) 7.3 5.2 5.4 Estimated per share fair value of the Company’s common shares 7.00 7.00 7.00 1. The fair value of the market-based awards granted under the LTIP was estimated on the date of grant using a Monte-Carlo model to simulate a distribution of future stock prices. 2. The fair value of the performance-based awards granted under the LTIP was estimated on the date of grant using the Black-Scholes option pricing model. Changes in these assumptions could have a material impact on the Company's loss and comprehensive loss. In September 2021, the board of directors approved amendments for certain stock option grants to extend their term beyond the retirement provisions in the Plan, resulting in an expense of $3.9 million. During the three and nine months ended September 30, 2021, the Company recognized $9.5 million and $55.2 million as common share option-based payments expense, respectively, in the statement of loss and comprehensive loss (three and nine months ended September 30, 2020 - $1.5 million and $1.7 million, respectively). A total of $6.4 million and $24.7 million related to general and administration matters was charged to the statement of loss and comprehensive loss as common share options-based payments for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 – $1.2 million and $1.2 million, respectively). The Company allocated a total of $3.0 million and $30.6 million of common share options-based payments related to exploration activities within exploration expenses for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 – $0.3 million and $0.5 million, respectively). Restricted Stock Units (“RSUs”) During the nine months ended September 30, 2021, the Company granted 56,224 RSUs to non-executive directors of the Company vesting in thirds on each anniversary of the grant date. On each vesting date, RSU holders are entitled to receive TMC common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date. A total of $35 thousand was charged to the statement of loss and comprehensive loss as common share options-based payments for the three and nine months ended September 30, 2021. A summary of the RSU activity is presented in the table below: Weighted average grant- Number of date fair value RSUs per option Outstanding $ Outstanding – December 31, 2020 — — Granted 56,224 12.45 Outstanding – September 30, 2021 56,224 12.45 The grant date fair value of RSUs is equivalent to the closing share price of TMC common shares on the date of grant. |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2021 | |
Loss per share | |
Loss per share | 11. Basic loss per share is computed by dividing the loss by the weighted-average number of shares of common share of the Company outstanding during the period. Diluted loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding stock options, RSUs, warrants, Special Shares and options to purchase Special Shares, to the extent dilutive. 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 common equivalent shares were as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Outstanding options to purchase common shares 25,287,677 17,933,833 25,287,677 17,933,833 Outstanding RSUs 56,224 — 56,224 — Outstanding warrants 36,078,620 — 36,078,620 — Outstanding Special Shares and options to purchase Special Shares 136,239,964 — 136,239,964 — Total anti-dilutive common equivalent shares 197,662,485 17,933,833 197,662,485 17,933,833 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 12. The Company’s subsidiary, DGE, 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, 2021 amounted to $75 thousand and $213 thousand, respectively (three months and nine months ended September 30, 2020 - $80 thousand and $218 thousand, respectively), and are disclosed as external consulting and exploration labor within exploration expenses (Note 6). As at September 30, 2021, the amount payable to SSCS was $30 thousand (December 31, 2020 - $23 thousand). 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, 2021 amounted to $93 thousand and $0.3 million, respectively (three months and nine months ended September 30, 2020 - $92 thousand and $0.3 million, respectively), and are disclosed as exploration labor within exploration expenses (Note 6). As at September 30, 2021, the amount payable to Ocean Renaissance was $nil (December 31, 2020 - $nil). |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments | |
Commitments | 13. NORI Exploration Contract As part of the NORI Exploration Contract with the ISA (Note 6), NORI committed to spending $5 million over the five-year period from 2017 to 2021. The commitment has already been met. Marawa Exploration Contract As part of DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area (Note 6), Marawa committed to spending funds on exploration activities on an annual basis. The commitment for fiscal 2020 was Australian dollar $1 million and for 2021 is Australian dollar $2 million. Such commitment is negotiated with the ISA for five-year plans and is subject to regular periodic reviews. TOML Exploration Contract As part of the TOML Exploration Contract (Note 6), TOML has committed to spending $30 million for a five-year period from 2016 to 2021 in the first five-year review finalized in 2016. Such commitment has flexibility where the amount can be reduced by the ISA and any reduction would be dependent upon various factors including the success of the exploration programs and the availability of funding. As at September 30, 2021, the Company expended approximately $17.2 million in connection with the TOML Exploration Contract. TOML will submit a five-year review to the ISA in 2021 which will summarize the work completed by TOML from 2017 to 2021, as well as propose TOML’s next year work program. Offtake Agreements On May 25, 2012, the Company’s wholly owned subsidiary, 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 at a DGE owned processing facility from nodules derived from the NORI Area at London Metal Exchange referenced market pricing with allowances for product quality and delivery location. Both the copper and nickel offtake agreements are for the life of the Company’s rights to the NORI Area. 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. Sponsorship Agreements On July 5, 2017, Nauru, the Nauru Seabed Minerals Authority and NORI entered into a 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 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 (“TOML Sponsorship Agreement”). Upon reaching the minimum recovery level within the exploitation contract area, TOML has agreed to pay Tonga a seabed mineral recovery payment based on the polymetallic nodules recovered from the exploitation contract area. In addition, TOML has agreed to pay the reasonable direct costs incurred by Tonga to administer the ISA obligations of Tonga to the ISA. On September 23, 2021, Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by Nauru. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 14. Nine months ended September 30, Non-Cash Investing and Financing Activities 2021 2020 Common shares issued to settle accounts payable and accrued liabilities (Note 6) 12,879 14,746 Common shares issued for TOML Acquisition (Note 5) — 28,000 Conversion of debentures (Note 7) 27,003 — |
Segmented Information
Segmented Information | 9 Months Ended |
Sep. 30, 2021 | |
Segmented Information | |
Segmented Information | 15. The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules. Details on the geographical basis of the Company’s long-lived assets based on where each legal entity is domiciled are as follows: September 30, December 31, Equipment 2021 2020 Republic of Nauru 1,373 1,292 Tonga 12 15 North America 2 3 Total 1,387 1,310 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Event On October 28, 2021, a shareholder filed a putative class action against the Company and certain executives in federal district court for the Eastern District of New York, styled Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with US GAAP for interim financial statements. Accordingly, certain information and footnote disclosures required by US GAAP have been condensed or omitted in these unaudited condensed consolidated 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, 2021 or for any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2020. The Company has applied the same accounting policies as in the prior year, except as disclosed below. All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 4). |
Basis of Measurement | Basis of Measurement These unaudited condensed consolidated financial statements have been prepared under the historical cost convention and are presented in US dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, accounting for the acquisition of TOML, the valuation of common share-based payments, including valuation of the incentive stock options (Note 10) and the common shares issued to Maersk (Notes 6 and 9), as well as the valuation of warrant liability (Note 8). Actual results could differ materially from those estimates. |
Fair Value of Financial Instruments | 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 no transfers between fair value measurement levels during the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020, the carrying values of cash and cash equivalents, accounts payable and accrued expenses and deferred acquisition costs, approximate their fair values due to the short-term nature of these instruments. |
Warrant Liabilities | Warrant Liabilities The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, Distinguishing Liability from Equity, , Derivatives and Hedging Prior to the Business Combination, SOAC issued 15,000,000 common share warrants (“Public Warrants”) as part of the units offered in its initial public offering and, simultaneously with the closing of initial public offering, SOAC issued an aggregate of 9,500,000 private placement common share warrants (“Private Warrants”) in a private placement. For accounting purposes, the Company was considered to have issued the Public and Private Warrants as part of the Business Combination (Note 4). 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 expected volatility was based on consideration of the implied volatility from the Company’s Public Warrants market price. |
Recent Accounting Pronouncements Issued and Adopted | Recent Accounting Pronouncements Issued and Adopted Accounting for Debt with Conversion and Other Options In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)” |
Restatement of Previously Iss_2
Restatement of Previously Issued Quarterly Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restatement of Previously Issued Quarterly Financial Statements | |
Schedule of Restatement of Previously Issued Quarterly Financial Statements | Condensed Consolidated Balance Sheets As at March 31, As at June 30, 2021 2021 Accounts payable and accrued liabilities As previously reported 6,430 9,033 Adjustments 1 — 2,663 As restated 6,430 11,696 Total liabilities As previously reported 44,075 45,869 Adjustments 1 — 2,663 As restated 44,075 48,532 Additional paid in capital As previously reported 63,576 74,069 Adjustments 2 (1,848) (1,528) As restated 61,728 72,541 Deficit As previously reported (220,416) (246,573) Adjustments 1,2 1,848 (1,135) As restated (218,568) (247,708) Total shareholders' equity As previously reported 25,631 15,731 Adjustments 1 — (2,663) As restated 25,631 13,068 1. Reflects increase of $2.7 million in exploration expenses for the six months ended June 30, 2021 to accrue for certain exploration invoices as at June 30, 2021. 2. 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. Condensed Consolidated Statements of Loss and Comprehensive Loss Three Months Ended Three Months Ended Six Months Ended March 31, 2021 June 30, 2021 4 June 30, 2021 Exploration expenses As previously reported 39,364 15,372 54,736 Adjustments 1,2 (1,257) 2,854 1,597 As restated 38,107 18,226 56,333 General and administrative expenses As previously reported 17,955 10,311 28,266 Adjustments 3 (591) 129 (462) As restated 17,364 10,440 27,804 Operating loss As previously reported 57,319 25,683 83,002 Adjustments 1,2,3 (1,848) 2,983 1,135 As restated 55,471 28,666 84,137 Loss and comprehensive loss for the period As previously reported 57,558 26,157 83,715 Adjustments 1,2,3 (1,848) 2,983 1,135 As restated 55,710 29,140 84,850 Loss per share - Basic and diluted As previously reported 0.30 0.13 0.43 Adjustments 1,2,3 (0.01) 0.02 0.01 As restated 0.29 0.15 0.44 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the three and six months ended June 30, 2021. 3. 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. 4. Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. Condensed Consolidated Statements of Changes in Equity As at March 31, As at June 30, 2021 2021 Additional paid in capital As previously reported 63,576 74,069 Adjustments 1 (1,848) (1,528) As restated 61,728 72,541 Deficit As previously reported (220,416) (246,573) Adjustments 1,2 1,848 (1,135) As restated (218,568) (247,708) Total shareholders' equity As previously reported 25,631 15,731 Adjustments 2 — (2,663) As restated 25,631 13,068 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. Condensed Consolidated Statements of Cash Flows Three Months Ended Six Months Ended March 31, 2021 June 30, 2021 Loss for the period As previously reported (57,558) (83,715) Adjustments 1,2 1,848 (1,135) As restated (55,710) (84,850) Expenses settled in share-based payments As previously reported 45,059 60,128 Adjustments 1 (1,848) (1,528) As restated 43,211 58,600 Accounts payable and accrued liabilities As previously reported 2,114 4,719 Adjustments 2 — 2,663 As restated 2,114 7,382 1. 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. 2. Reflects increase of $2.7 million to accrue for certain exploration invoices for the six months ended June 30, 2021. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination | |
Summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued | Special Share Class A B C D E F G H Share Trigger price ($) 15 25 35 50 75 100 150 200 Special Shares (million) 5 10 10 20 20 20 25 25 |
Summary of reconciliation of cash proceeds from the Business Combination | Cash proceeds from SOAC $ 27,328 Cash proceeds from sale of equity securities 110,300 Gross cash received by TMC from Business Combination 137,628 Less: Transaction costs settled in cash (33,163) Net contributions from Business Combination $ 104,465 |
Summary of number of shares of TMC common shares issued immediately following the consummation of the Business Combination | Number of Shares by type shares SOAC Class A shares outstanding prior to the Business Combination 30,000,000 Less: Redemption of SOAC Class A shares (27,278,657) SOAC Class A shares outstanding and converted to TMC common shares 2,721,343 Shares issued in the Private Investment in Public Equity (“PIPE”) 11,030,000 Conversion of SOAC Class B shares to TMC common shares 6,759,000 Shares issued to SOAC and PIPE investors 20,510,343 Shares issued to the DeepGreen shareholders 203,874,981 Total TMC common shares outstanding at close of Business Combination 224,385,324 |
TOML Acquisition (Tables)
TOML Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
TOML Acquisition | |
Schedule of net assets acquired as part of the TOML acquisition | Net assets acquired $ Cash payments 560 Common shares issued (9,005,595 common shares $3.11, after adjustment for the Exchange Ratio) 28,000 Transaction costs paid 47 Deferred consideration 3,440 Total acquisition cost 32,047 Allocated to: Equipment 21 Exploration contracts (Note 6) 42,701 Deferred tax liability 1 (10,675) Net assets acquired 32,047 1. A deferred tax liability was recognized by the Company on acquisition related to differences between the book value and the tax basis of the TOML exploration contract. |
Exploration Licenses (Tables)
Exploration Licenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Exploration Contracts. | |
Schedule of common shares transactions | Marine vessel Common Fair value per Marine vessel cost invoiced shares issued common share cost recognized Year of Service $ $ 1 $ 2017/2018 2,566 2,376,396 0.65 1,539 2018 4,594 4,255,215 1.51 6,431 2019 5,615 5,201,561 3.11 16,173 2019/2020 5,120 4,742,615 3.11 14,746 2020/2021 2 4,583 4,245,031 6.05 25,664 22,478 20,820,818 64,553 1. The fair value of the common shares was determined based on the private placements completed by DeepGreen around the time of common shares issued to Maersk, including the application of weighted average probability for the closing of the Business Combination. The number of common shares issued was based on a contractual price of $ 1.08 per common share, after adjustment for the Exchange Ratio. 2. During the nine months ended September 30, 2021, the Company issued 4,245,031 common shares, after adjustment for the Exchange Ratio, to Maersk of which 4,142,270 common shares, after adjustment for the Exchange Ratio, pertained to the marine vessel use during the year ended December 31, 2020. These DeepGreen common shares were recognized at their estimated fair value of $6.05 per common share, after adjustment for the Exchange Ratio (December 31, 2020 - $3.11 per common share, after adjustment for the Exchange Ratio). |
Schedule of breakdown of exploration expenses | NORI Marawa TOML For the three months ended Exploration Option Exploration September 30, 2021 General Contract Agreement Contract Total Exploration labor — 483 198 168 849 Offshore campaigns — 4,352 544 544 5,440 Common share options-based payments (Note 10) — 1,578 594 860 3,032 Amortization — 127 — 1 128 External consulting 10 564 118 112 804 Travel, workshop and other — 592 27 76 695 PMTS — 10,244 1,376 1,280 12,900 10 17,940 2,857 3,041 23,848 NORI Marawa TOML For the three months ended Exploration Option Exploration September 30, 2020 General Contract Agreement Contract Total Exploration labor — 423 181 166 770 Offshore campaigns — 2,089 261 261 2,611 Common share options-based payments (Note 10) — 148 87 45 280 Amortization — 139 — 2 141 External consulting 17 397 127 150 691 Travel, workshop and other — 45 9 9 63 17 3,241 665 633 4,556 NORI Marawa TOML For the nine months ended Exploration Option Exploration September 30, 2021 General Contract Agreement Contract Total Exploration labor — 1,330 552 507 2,389 Offshore campaigns — 23,365 2,864 2,864 29,093 Common share options-based payments (Note 10) — 16,680 6,925 6,972 30,577 Amortization — 321 - 3 324 External consulting 10 2,648 538 559 3,755 Travel, workshop and other — 841 120 182 1,143 PMTS — 10,244 1,376 1,280 12,900 10 55,429 12,375 12,367 80,181 NORI Marawa TOML For the nine months ended Exploration Option Exploration September 30, 2020 General Contract Agreement Contract Total Exploration labor — 1,171 566 309 2,046 Offshore campaigns — 13,875 2,786 771 17,432 PMTS — 9,333 1,167 1,167 11,667 Common share options-based payments (Note 10) — 265 171 45 481 Amortization — 417 — 4 421 External consulting 38 1,935 464 386 2,823 Travel, workshop and other — 617 181 76 874 38 27,613 5,335 2,758 35,744 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability. | |
Schedule of changes in the fair value of warrant liabilities | Private Warrants Warrant liability as at September 9, 2021 $ 12,501 Gain on change in fair value of warrant liability (878) Warrant liability as at September 30, 2021 $ 11,623 |
Schedule of provides quantitative information regarding Level 3 fair value measurements | As of September 30, 2021 Exercise price $ 11.50 Stock price $ 4.57 Volatility 58 % Term 4.9 years Risk-free rate 1.0 % Dividend yield 0.0 % |
Common Shares (Tables)
Common Shares (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Shares | |
Schedule of authorized and issued & outstanding common shares and special shares | Issued and Authorized Outstanding Common shares Unlimited, with no par value 224,385,324 Class A Special Shares 5,000,000, with no par value 4,448,259 Class B Special Shares 10,000,000, with no par value 8,896,399 Class C Special Shares 10,000,000, with no par value 8,896,399 Class D Special Shares 20,000,000, with no par value 17,792,922 Class E Special Shares 20,000,000, with no par value 17,792,922 Class F Special Shares 20,000,000, with no par value 17,792,922 Class G Special Shares 25,000,000, with no par value 22,241,179 Class H Special Shares 25,000,000, with no par value 22,241,179 Class I Special Shares 500,000, with no par value 500,000 Class J Special Shares 741,000, with no par value 741,000 |
Schedule of common shares | Common shares Number $ Balance – December 31, 2019 163,331,904 79,824 Private placement 6,553,409 20,374 Financing cost incurred – Cash — (26) Financing cost incurred - Stock option-based payments — (397) Issued for TOML acquisition ( Note 5 9,005,595 28,000 Issued for services (Note 6) 7,997,496 24,866 Exercise of stock options 2,605,189 1,790 Balance – December 31, 2020 189,493,593 154,431 Issued for services (Note 6) 4,432,606 26,960 Exercise of stock options 6,312,756 14,297 Conversion of preferred shares to common shares 509,459 550 Issued in Business Combination (Note 4) 20,510,343 60,987 Conversion of debentures (Note 7) 3,126,567 27,003 Balance – September 30, 2021 224,385,324 284,228 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options (Tables) [Line Items] | |
Schedule of company estimated the realization of the vesting conditions | Weighted Aggregate average Intrinsic Weighted exercise value of average Options price per stock contractual Outstanding option options life (years) Outstanding – December 31, 2020 15,549,977 0.80 36,126 7.34 Granted 6,373,203 2.10 Expired (50,946) 0.39 Cancelled/Forfeited (57,891) 0.65 Exercised (6,310,588) 0.67 Outstanding – September 30, 2021 15,503,755 1.39 52,579 6.10 Vested and expected to vest – September 30, 2021 15,503,755 1.39 52,579 6.10 Vested and exercisable – September 30, 2021 13,513,779 0.86 50,155 6.22 |
Schedule of company's stock options outstanding | Weighted average life to expiry Options Options Expiry Date Exercise price (years) Outstanding Exercisable March 5, 2022 $0.65 0.43 634,541 634,541 March 5, 2023 $2.59 1.43 405,251 135,084 March 31, 2024 $0.65 2.50 73,811 73,811 March 5, 2025 $8.64 3.43 405,251 — December 31, 2025 $0.65 4.25 11,578 11,578 February 2, 2026 $0.65 4.35 57,893 57,893 February 17, 2026 $0.22 - $0.52 4.39 448,861 448,861 June 1, 2028 $0.65 - $8.64 6.67 12,192,921 10,878,363 June 30, 2028 $2.59 6.75 1,273,648 1,273,648 15,503,755 13,513,779 |
Restricted Stock Units ("RSUs") | |
Stock Options (Tables) [Line Items] | |
Summary of the RSU activity | Weighted average grant- Number of date fair value RSUs per option Outstanding $ Outstanding – December 31, 2020 — — Granted 56,224 12.45 Outstanding – September 30, 2021 56,224 12.45 |
Short Term Incentive Plans [Member] | |
Stock Options (Tables) [Line Items] | |
Schedule of weighted average assumptions | 2021 Expected dividend yield 0.0 % Expected stock price volatility 89.4 % Risk-free interest rate 0.5 % Expected life of options (years) 3.7 Estimated per share fair value of the Company’s common shares 7.0 |
Long Term Incentive Plans [Member] | |
Stock Options (Tables) [Line Items] | |
Schedule of weighted average assumptions | Tranche 1 and Tranche 2 1 Tranche 3 2 Tranche 4 2 Expected dividend yield 0.0 % 0.0 % 0.0 % Expected stock price volatility 91.0 % 91.2 % 91.2 % Risk-free interest rate 1.3 % 0.8 % 0.9 % Expected life of options (years) 7.3 5.2 5.4 Estimated per share fair value of the Company’s common shares 7.00 7.00 7.00 |
Loss per share (Tables)
Loss per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Loss per share | |
Schedule of anti-dilutive common equivalent shares | Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Outstanding options to purchase common shares 25,287,677 17,933,833 25,287,677 17,933,833 Outstanding RSUs 56,224 — 56,224 — Outstanding warrants 36,078,620 — 36,078,620 — Outstanding Special Shares and options to purchase Special Shares 136,239,964 — 136,239,964 — Total anti-dilutive common equivalent shares 197,662,485 17,933,833 197,662,485 17,933,833 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information | |
Schedule of non cash investing and financing activities | Nine months ended September 30, Non-Cash Investing and Financing Activities 2021 2020 Common shares issued to settle accounts payable and accrued liabilities (Note 6) 12,879 14,746 Common shares issued for TOML Acquisition (Note 5) — 28,000 Conversion of debentures (Note 7) 27,003 — |
Segmented Information (Tables)
Segmented Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segmented Information | |
Schedule of equipment | September 30, December 31, Equipment 2021 2020 Republic of Nauru 1,373 1,292 Tonga 12 15 North America 2 3 Total 1,387 1,310 |
Nature of Operations (Details)
Nature of Operations (Details) - km² | Sep. 30, 2021 | Mar. 31, 2020 |
NORI | ||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | ||
Area of exploration granted (in square km). | 74,830 | |
Marawa | ||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | ||
Area of exploration granted (in square km). | 74,990 | |
TOML | ||
Costs Incurred, Oil and Gas Property Acquisition, Exploration, and Development Activities [Line Items] | ||
Area of exploration granted (in square km). | 74,713 |
Restatement of Previously Iss_3
Restatement of Previously Issued Quarterly Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts payable and accrued liabilities | $ 28,343 | $ 11,696 | $ 6,430 | $ 11,696 | $ 28,343 | $ 4,316 | |||
Total Liabilities | 50,641 | 48,532 | 44,075 | 48,532 | 50,641 | 18,431 | |||
Additional Paid in Capital | 108,022 | 72,541 | 61,728 | 72,541 | 108,022 | 45,347 | |||
Deficit | (284,359) | (247,708) | (218,568) | (247,708) | (284,359) | (162,858) | |||
Total Shareholders' equity | 106,675 | 13,068 | 25,631 | 13,068 | 106,675 | $ 36,254 | |||
Exploration expenses | 23,848 | 18,226 | [1] | 38,107 | $ 4,556 | 56,333 | 80,181 | $ 35,744 | |
General and administrative expenses | 13,334 | 10,440 | [1] | 17,364 | 2,192 | 27,804 | 41,138 | 3,818 | |
Operating loss | 37,182 | 28,666 | [1] | 55,471 | 6,748 | 84,137 | 121,319 | 39,562 | |
Loss and comprehensive loss for the period | $ 36,651 | $ 29,140 | [1] | $ 55,710 | $ 6,786 | $ 84,850 | $ 121,501 | $ 39,546 | |
Loss per share Basic and diluted | $ 0.18 | $ 0.15 | [1] | $ 0.29 | $ 0.04 | $ 0.44 | $ 0.61 | $ 0.23 | |
Loss for the period | $ (36,651) | $ (55,710) | $ (6,786) | $ (84,850) | $ (121,501) | $ (39,546) | |||
Expenses settled in share-based payments | 43,211 | 58,600 | 69,357 | 16,653 | |||||
Accounts payable and accrued liabilities | 2,114 | 7,382 | 23,395 | 1,188 | |||||
Stock-based Compensation Expenses | $ 9,508 | $ 1,459 | $ 55,276 | $ 1,693 | |||||
Previously Reported [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts payable and accrued liabilities | $ 9,033 | 6,430 | 9,033 | ||||||
Total Liabilities | 45,869 | 44,075 | 45,869 | ||||||
Additional Paid in Capital | 74,069 | 63,576 | 74,069 | ||||||
Deficit | (246,573) | (220,416) | (246,573) | ||||||
Total Shareholders' equity | 15,731 | 25,631 | 15,731 | ||||||
Exploration expenses | 15,372 | [1] | 39,364 | 54,736 | |||||
General and administrative expenses | 10,311 | [1] | 17,955 | 28,266 | |||||
Operating loss | 25,683 | [1] | 57,319 | 83,002 | |||||
Loss and comprehensive loss for the period | $ 26,157 | [1] | $ 57,558 | $ 83,715 | |||||
Loss per share Basic and diluted | $ 0.13 | [1] | $ 0.30 | $ 0.43 | |||||
Loss for the period | $ (57,558) | $ (83,715) | |||||||
Expenses settled in share-based payments | 45,059 | 60,128 | |||||||
Accounts payable and accrued liabilities | 2,114 | 4,719 | |||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts payable and accrued liabilities | $ 2,663 | 2,663 | |||||||
Total Liabilities | 2,663 | 2,663 | |||||||
Additional Paid in Capital | (1,528) | (1,848) | (1,528) | ||||||
Deficit | (1,135) | 1,848 | (1,135) | ||||||
Total Shareholders' equity | (2,663) | (2,663) | |||||||
Exploration expenses | 2,854 | [1] | (1,257) | 1,597 | |||||
General and administrative expenses | 129 | [1] | (591) | (462) | |||||
Operating loss | 2,983 | [1] | (1,848) | 1,135 | |||||
Loss and comprehensive loss for the period | $ (2,983) | [1] | $ 1,848 | $ (1,135) | |||||
Loss per share Basic and diluted | $ (0.02) | [1] | $ 0.01 | $ (0.01) | |||||
Loss for the period | $ 1,848 | $ (1,135) | |||||||
Expenses settled in share-based payments | (1,848) | (1,528) | |||||||
Accounts payable and accrued liabilities | 2,663 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Short Term Incentive Plan | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stock-based Compensation Expenses | $ 300 | (1,800) | (1,500) | ||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Exploration Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stock-based Compensation Expenses | 200 | (1,300) | (1,100) | ||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Exploration Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted related to exploration invoices [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Accounts payable and accrued liabilities | 2,700 | 2,700 | |||||||
Exploration expenses | 2,700 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | General and Administrative Expenses Operating Loss Loss and Comprehensive Loss for the Period Loss per Share Basic and Diluted [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stock-based Compensation Expenses | $ 100 | (600) | (500) | ||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Accounts Payable and Accrued Liabilities Total Liabilities Deficit Total Shareholders Equity [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Exploration expenses | 2,700 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Additional Paid in Capital Deficit [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stock-based Compensation Expenses | (1,800) | (1,500) | |||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Deficit Total Shareholders Equity [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Exploration expenses | 2,700 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Loss For the Period Expense Settled in Share based Payments [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Exploration expenses | 2,700 | ||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Loss For the Period Accounts Payable and Accrued Liabilities [Member] | |||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||
Stock-based Compensation Expenses | $ (1,800) | $ (1,500) | |||||||
[1] | Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 30, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Transfers amount of fair value measurement levels | $ 0 | $ 0 |
Private warrants | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants issued | 9,500,000 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Warrants issued | 15,000,000 |
Business Combination (Details)
Business Combination (Details) | Sep. 09, 2021shares | Mar. 04, 2021$ / sharesshares | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||
Threshold trading days within any thirty trading day period for automatic conversion of special shares | $ | 20 | ||
Threshold consecutive trading day period for automatic conversion of special shares | $ | 30 | ||
SOAC | Minimum | |||
Business Acquisition [Line Items] | |||
Trigger price | $ / shares | $ 15 | ||
SOAC | Maximum | |||
Business Acquisition [Line Items] | |||
Trigger price | $ / shares | $ 200 | ||
SOAC | Common shares | |||
Business Acquisition [Line Items] | |||
Share exchange ratio | 1.157862 | ||
Threshold trading days within any thirty trading day period for automatic conversion of special shares | 20 | ||
Threshold consecutive trading day period for automatic conversion of special shares | 30 | ||
Warrants to acquire shares of common stock | 11,600,000 | ||
SOAC | Class A to H Special Shares | |||
Business Acquisition [Line Items] | |||
Maximum pro-rata portion of Special Shares if exercised | 14,900,000 | ||
DeepGreen | |||
Business Acquisition [Line Items] | |||
Number of shares issued on acquisition | 203,874,981 | ||
DeepGreen | SOAC | Common shares | |||
Business Acquisition [Line Items] | |||
Number of shares issued on acquisition | 203,900,000 | ||
Warrants to acquire shares of common stock | 10,000,000 | ||
DeepGreen | SOAC | Class A to H Special Shares | |||
Business Acquisition [Line Items] | |||
Number of shares issued on acquisition | 120,100,000 |
Business Combination - Summary
Business Combination - Summary of the Special Shares and their respective vesting thresholds (Details) - DeepGreen shares in Millions | Sep. 30, 2021$ / sharesshares |
Class A special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 15 |
Special shares, issued | shares | 5 |
Class B special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 25 |
Special shares, issued | shares | 10 |
Class C special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 35 |
Special shares, issued | shares | 10 |
Class D special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 50 |
Special shares, issued | shares | 20 |
Class E special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 75 |
Special shares, issued | shares | 20 |
Class F special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 100 |
Special shares, issued | shares | 20 |
Class G special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 150 |
Special shares, issued | shares | 25 |
Class H special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 200 |
Special shares, issued | shares | 25 |
Business Combination - SOAC spo
Business Combination - SOAC sponsors (Details) | Sep. 09, 2021shares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / shares |
Business Acquisition [Line Items] | |||
Threshold trading days within any thirty trading day period for automatic conversion of special shares | $ | 20 | ||
Threshold consecutive trading day period for automatic conversion of special shares | $ | 30 | ||
SOAC Sponsors | |||
Business Acquisition [Line Items] | |||
Threshold trading days within any thirty trading day period for automatic conversion of special shares | 20 | ||
Threshold consecutive trading day period for automatic conversion of special shares | 30 | ||
SOAC Sponsors | Class I special shares | |||
Business Acquisition [Line Items] | |||
Share Trigger price | $ / shares | $ 50 | $ 50 | |
SOAC Sponsors | Class J special shares | |||
Business Acquisition [Line Items] | |||
Share Trigger price | $ / shares | $ 12 | $ 12 | |
DeepGreen | |||
Business Acquisition [Line Items] | |||
Shares issued to the DeepGreen shareholders | 203,874,981 | ||
DeepGreen | SOAC Sponsors | Class I special shares | |||
Business Acquisition [Line Items] | |||
Shares issued to the DeepGreen shareholders | 500,000 | ||
DeepGreen | SOAC Sponsors | Class J special shares | |||
Business Acquisition [Line Items] | |||
Shares issued to the DeepGreen shareholders | 700,000 |
Business Combination - Summar_2
Business Combination - Summary of reconciliation of cash proceeds from the Business Combination (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Net contributions from Business Combination | $ 104,465 |
DeepGreen | SOAC | |
Business Acquisition [Line Items] | |
Cash proceeds from SOAC | 27,328 |
Cash proceeds from sale of equity securities | 110,300 |
Gross cash received by TMC from Business Combination | 137,628 |
Less: Transaction costs settled in cash | (33,163) |
Net contributions from Business Combination | $ 104,465 |
Business Combination - Transact
Business Combination - Transaction costs and SOAC Shares (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 07, 2021 | Sep. 09, 2021 | Sep. 30, 2021 | Sep. 08, 2021 | Mar. 03, 2021 |
Business Acquisition [Line Items] | |||||
Transaction costs | $ 46.8 | ||||
Ordinary stock, shares outstanding | 224,385,324 | 224,385,324 | |||
Number of shares converted | 6,759,000 | ||||
Number of shares redeemed | 27,278,657 | ||||
Class J special shares | |||||
Business Acquisition [Line Items] | |||||
Ordinary stock, shares outstanding | 741,000 | ||||
SOAC | Class A common stock | |||||
Business Acquisition [Line Items] | |||||
Ordinary stock, shares outstanding | 30,000,000 | ||||
Common shares issued price | $ 0.0001 | ||||
Conversion ratio | 1.00% | ||||
Number of shares redeemed | 27,300,000 | ||||
SOAC | Class B common stock | |||||
Business Acquisition [Line Items] | |||||
Ordinary stock, shares outstanding | 7,500,000 | ||||
Common shares issued price | $ 0.0001 | ||||
Conversion ratio | 1.00% | ||||
SOAC | Common shares | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 8.7 | ||||
Transaction costs settled in shares | 873,953 | ||||
Common shares issued price | $ 0 | $ 0.0001 | |||
Number of shares converted | 6,800,000 | ||||
SOAC | Class J special shares | |||||
Business Acquisition [Line Items] | |||||
Number of shares converted | 700,000 |
Business Combination - The numb
Business Combination - The number of shares of TMC common shares issued immediately following the consummation of the Business Combination (Details) - shares | Sep. 09, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||
SOAC Class A shares outstanding prior to the Business Combination | 30,000,000 | |
Measurement adjustment on redeemable ordinary shares (in Shares) | (27,278,657) | |
SOAC Class A shares outstanding and converted to TMC common shares | 2,721,343 | |
Shares issued in the Private Investment in Public Equity ("PIPE") | 11,030,000 | |
Conversion of SOAC Class B shares to TMC common shares | 6,759,000 | |
Shares issued to SOAC and PIPE investors | 20,510,343 | |
Total TMC common shares outstanding at close of Business Combination | 224,385,324 | 224,385,324 |
DeepGreen | ||
Business Acquisition [Line Items] | ||
Shares issued to the DeepGreen shareholders | 203,874,981 |
Business Combination - Transa_2
Business Combination - Transaction costs related to the Business Combination (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Transaction costs | $ 46.8 | |
Common shares | ||
Business Acquisition [Line Items] | ||
Transaction costs, incurred when closing of Business Combination | $ 41.9 | 41.9 |
General and administrative expenses | ||
Business Acquisition [Line Items] | ||
Transaction costs | $ 0.6 | $ 4.9 |
TOML Acquisition (Details)
TOML Acquisition (Details) - TOML Acquisition. - USD ($) $ / shares in Units, $ in Thousands | May 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jan. 31, 2021 |
Asset Acquisition [Line Items] | |||||
Total purchase price | $ 32,000 | ||||
Purchase price | $ 32,047 | ||||
Cash payment | $ 250 | $ 250 | $ 560 | ||
Sponsor purchased of ordinary shares (in Shares) | 9,005,595 | ||||
Deferred consideration | $ 3,400 | ||||
Value of per common share consideration paid | $ 3.11 | ||||
Common share consideration | $ 28,000 | ||||
Legal and regulatory fees incurred | 47 | ||||
International Seabed Authority [Member] | |||||
Asset Acquisition [Line Items] | |||||
Cash payment | $ 100 |
TOML Acquisition - Schedule of
TOML Acquisition - Schedule of net assets acquired as part of the TOML acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Allocated to: | ||||
Equipment | $ 1,387 | $ 1,310 | ||
Exploration contracts (Note 6) | 43,150 | 43,150 | ||
Deferred tax liability(1) | (10,675) | $ (10,675) | ||
TOML Acquisition. | ||||
Asset Acquisition, Consideration Transferred [Abstract] | ||||
Cash payments | $ 250 | $ 250 | 560 | |
Common shares issued (9,005,595 common shares @ $3.11, after adjusted for the Exchange Ratio) | 28,000 | |||
Transaction costs paid | 47 | |||
Deferred consideration | 3,440 | |||
Total acquisition cost | 32,047 | |||
Allocated to: | ||||
Equipment | 21 | |||
Exploration contracts (Note 6) | 42,701 | |||
Deferred tax liability(1) | (10,675) | |||
Net assets acquired | $ 32,047 | |||
Common shares issued | 9,005,595 | |||
Common shares issued price | $ 3.11 |
Exploration Licenses (Details)
Exploration Licenses (Details) - USD ($) | Oct. 05, 2021 | Jun. 30, 2020 | Mar. 04, 2020 | Feb. 29, 2020 | Jul. 08, 2019 | Mar. 29, 2019 | May 30, 2012 | Jul. 22, 2011 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 05, 2021 | Sep. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Application fee | $ 3,440,000 | $ 607,000 | |||||||||||
Common shares issued (in shares) | 20,820,818 | ||||||||||||
Total value | $ 284,228,000 | $ 154,431,000 | |||||||||||
Total proceeds | 20,348,000 | ||||||||||||
Payments to Acquire Mining Assets | $ 3,440,000 | 607,000 | |||||||||||
Warrants liabilities | 0 | ||||||||||||
PMTS Agreement Amendment [Member] | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Additional common stock, shares (in Shares) | 3,200,000 | ||||||||||||
Consideration for additional common stock shares | $ 10,000,000 | ||||||||||||
Consideration amount | $ 10,000,000 | ||||||||||||
Common stock, per share (in Dollars per share) | $ 3.11 | ||||||||||||
Completion of the PMTS | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Common shares issued (in shares) | 11,600,000 | 11,600,000 | |||||||||||
Consideration amount | $ 30,000,000 | ||||||||||||
Maersk | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Contractual price per share (in Dollars per share) | $ 1.08 | ||||||||||||
Common shares issued (in shares) | 4,245,031 | ||||||||||||
Total value | $ 4,142,270 | ||||||||||||
Owned common shares (in Shares) | 20,800,000 | 16,600,000 | |||||||||||
Common shares outstanding, percentage | 9.30% | 8.80% | |||||||||||
Fair value of common shares | $ 6.05 | ||||||||||||
Price per share (in Dollars per share) | $ 3.11 | ||||||||||||
Allseas | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Owned common shares (in Shares) | 14,200,000 | 16,200,000 | |||||||||||
Common shares outstanding, percentage | 7.20% | 7.50% | |||||||||||
Remained outstanding value | $ 5,800,000 | ||||||||||||
Additional Common Stock Value | $ 150,000,000 | ||||||||||||
Cost plus profit basis, percentage | 50.00% | ||||||||||||
Additional common stock, shares (in Shares) | 3,200,000 | ||||||||||||
Consideration amount | $ 30,000,000 | ||||||||||||
Payment | $ 10,000,000 | ||||||||||||
Research and Development Related Services | $ 12,900,000 | ||||||||||||
Common stock, per share (in Dollars per share) | $ 12.95 | ||||||||||||
Total proceeds | $ 20,000,000 | ||||||||||||
Subscribed for common shares (in Shares) | 7,700,000 | ||||||||||||
Metric tones of polymetallic nodules (in Grams) | 200,000,000 | ||||||||||||
Warrants to purchase common shares | 11,600,000 | ||||||||||||
Allseas | Closing of the Business Combination | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Consideration amount | $ 10,000,000 | ||||||||||||
Allseas | Later of (i) January 1, 2022, and (ii) confirmation of successful collection of North Sea test | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Consideration amount | 10,000,000 | ||||||||||||
Allseas | Completion of the PMTS | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Consideration amount | $ 10,000,000 | ||||||||||||
Nauru Ocean Resources Inc [Member] | NORI Exploration Contract [Member] | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Application fee | $ 300,000 | ||||||||||||
Term (in year) | 15 years | ||||||||||||
Renewable for successive term | 5 years | ||||||||||||
Payments to Acquire Mining Assets | $ 300,000 | ||||||||||||
Marawa Research and Exploration Limited [Member] | Marawa Agreements [Member] | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Application fee | $ 300,000 | ||||||||||||
Term (in year) | 15 years | 40 years | |||||||||||
Renewable for successive term | 5 years | ||||||||||||
Annual exploration fees, ISA royalties and taxes will pay to the ISA, on behalf of Marawa | $ 47,000 | ||||||||||||
ISA exploration application fee will pay to the ISA, on behalf of Marawa | 300,000 | ||||||||||||
Payments to Acquire Mining Assets | $ 300,000 | ||||||||||||
Tonga Off shore Mining Limited | Tonga Offshore Mining Limited Exploration Contract [Member] | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Term (in year) | 15 years | ||||||||||||
Renewable for successive term | 5 years | ||||||||||||
Allseas | Completion of the PMTS | |||||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||||
Common shares issued (in shares) | 11,600,000 |
Exploration Licenses - Schedule
Exploration Licenses - Schedule of common shares transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | ||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 22,478 | ||||||||
Common shares issued (in shares) | 20,820,818 | ||||||||
Marine vessel cost recognized | $ 23,848 | $ 18,226 | [1] | $ 38,107 | $ 4,556 | $ 56,333 | $ 80,181 | $ 35,744 | |
Accounts Payable and Accrued Liabilities, Current | 28,343 | $ 11,696 | $ 6,430 | $ 11,696 | 28,343 | $ 4,316 | |||
2017/2018 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 2,566 | ||||||||
Common shares issued (in shares) | 2,376,396 | ||||||||
Fair value per common share (in Dollars per share) | $ 0.65 | ||||||||
2018 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 4,594 | ||||||||
Common shares issued (in shares) | 4,255,215 | ||||||||
Fair value per common share (in Dollars per share) | $ 1.51 | ||||||||
2019 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 5,615 | ||||||||
Common shares issued (in shares) | 5,201,561 | ||||||||
Fair value per common share (in Dollars per share) | $ 3.11 | ||||||||
2019/2020 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 5,120 | ||||||||
Common shares issued (in shares) | 4,742,615 | ||||||||
Fair value per common share (in Dollars per share) | $ 3.11 | ||||||||
2020/2021 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | $ 4,583 | ||||||||
Common shares issued (in shares) | 4,245,031 | ||||||||
Fair value per common share (in Dollars per share) | $ 6.05 | ||||||||
Maersk Supply Service A S [Member] | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost invoiced | 4,800 | $ 2,300 | $ 29,500 | $ 17,900 | |||||
Common shares issued (in shares) | 4,245,031 | ||||||||
Marine vessel cost recognized | $ 64,553 | ||||||||
Accounts Payable and Accrued Liabilities, Current | $ 9,300 | 9,300 | $ 1,800 | ||||||
Maersk Supply Service A S [Member] | 2017/2018 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost recognized | 1,539 | ||||||||
Maersk Supply Service A S [Member] | 2018 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost recognized | 6,431 | ||||||||
Maersk Supply Service A S [Member] | 2019 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost recognized | 16,173 | ||||||||
Maersk Supply Service A S [Member] | 2019/2020 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost recognized | 14,746 | ||||||||
Maersk Supply Service A S [Member] | 2020/2021 | |||||||||
Exploration Licenses (Details) - Schedule Of Common Shares Transactions [Line Items] | |||||||||
Marine vessel cost recognized | $ 25,664 | ||||||||
[1] | Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. |
Exploration Licenses - Schedu_2
Exploration Licenses - Schedule of breakdown of exploration expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | [1] | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items] | ||||||||
Exploration labor | $ 849 | $ 770 | $ 2,389 | $ 2,046 | ||||
Offshore campaigns | 5,440 | 2,611 | 29,093 | 17,432 | ||||
Common share options-based payments (Note 10) | 3,032 | 280 | 30,577 | 481 | ||||
Amortization | 128 | 141 | 324 | 421 | ||||
External consulting | 804 | 691 | 3,755 | 2,823 | ||||
Travel, workshop and other | 695 | 63 | 1,143 | 874 | ||||
PMTS | 12,900 | 12,900 | 11,667 | |||||
Exploration expenses | 23,848 | $ 18,226 | $ 38,107 | 4,556 | $ 56,333 | 80,181 | 35,744 | |
General | ||||||||
Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items] | ||||||||
External consulting | 10 | 17 | 10 | 38 | ||||
Exploration expenses | 10 | 17 | 10 | 38 | ||||
NORI Exploration Contract | ||||||||
Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items] | ||||||||
Exploration labor | 483 | 423 | 1,330 | 1,171 | ||||
Offshore campaigns | 4,352 | 2,089 | 23,365 | 13,875 | ||||
Common share options-based payments (Note 10) | 1,578 | 148 | 16,680 | 265 | ||||
Amortization | 127 | 139 | 321 | 417 | ||||
External consulting | 564 | 397 | 2,648 | 1,935 | ||||
Travel, workshop and other | 592 | 45 | 841 | 617 | ||||
PMTS | 10,244 | 10,244 | 9,333 | |||||
Exploration expenses | 17,940 | 3,241 | 55,429 | 27,613 | ||||
Marawa Agreements | ||||||||
Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items] | ||||||||
Exploration labor | 198 | 181 | 552 | 566 | ||||
Offshore campaigns | 544 | 261 | 2,864 | 2,786 | ||||
Common share options-based payments (Note 10) | 594 | 87 | 6,925 | 171 | ||||
External consulting | 118 | 127 | 538 | 464 | ||||
Travel, workshop and other | 27 | 9 | 120 | 181 | ||||
PMTS | 1,376 | 1,376 | 1,167 | |||||
Exploration expenses | 2,857 | 665 | 12,375 | 5,335 | ||||
TOML Exploration Contract | ||||||||
Exploration Licenses (Details) - Schedule Of Breakdown Of Exploration Expenses [Line Items] | ||||||||
Exploration labor | 168 | 166 | 507 | 309 | ||||
Offshore campaigns | 544 | 261 | 2,864 | 771 | ||||
Common share options-based payments (Note 10) | 860 | 45 | 6,972 | 45 | ||||
Amortization | 1 | 2 | 3 | 4 | ||||
External consulting | 112 | 150 | 559 | 386 | ||||
Travel, workshop and other | 76 | 9 | 182 | 76 | ||||
PMTS | 1,280 | 1,280 | 1,167 | |||||
Exploration expenses | $ 3,041 | $ 633 | $ 12,367 | $ 2,758 | ||||
[1] | Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 09, 2021 | Feb. 18, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Convertible Debentures | |||||
Amount of convertible debentures issued | $ 26 | ||||
Interest rate percentage | 7.00% | ||||
Conversion price per share (in Dollars per share) | $ 8.64 | ||||
Principal amount | $ 0.5 | ||||
Common share (in Shares) | 57,894 | ||||
Accrued interest on convertible debentures | $ 0.3 | $ 1 | |||
Reserved common shares (in Shares) | 3,068,673 | ||||
Consisting principal amount | $ 25.5 | ||||
Accrued interest | $ 1 |
Warrant Liability (Details)
Warrant Liability (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)$ / sharesshares | Oct. 09, 2021$ / shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 15,000,000 | |
Exercise price of warrants | $ 11.50 | |
Redemption price per warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Trading days for redemption of public warrants | $ | 20 | |
Consecutive trading days for redemption of public warrants | $ | 30 | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds 18.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants | $ 18 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 9,500,000 | |
Number of shares issuable per warrant | shares | 0 | |
Redemption price per warrant (in dollars per share) | $ 0.01 |
Warrant Liability - Fair value
Warrant Liability - Fair value of warrant liabilities (Details) - Private warrants $ in Thousands | 1 Months Ended |
Sep. 30, 2021USD ($) | |
Financing Receivable, Impaired [Line Items] | |
Warrant liability as at September 9, 2021 | $ 12,501 |
Gain on change in fair value of warrant liability | (878) |
Warrant liability as at September 30, 2021 | $ 11,623 |
Warrant Liability - Level 3 fai
Warrant Liability - Level 3 fair value measurements (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / shares | Sep. 30, 2021$ / shares | |
Volatility | 89.40% | |
Term | 3 years 8 months 12 days | |
Risk-free rate | 0.50% | |
Dividend yield | 0.00% | |
Fair Value Level 3 [Member] | ||
Exercise price | $ 11.50 | $ 11.50 |
Stock price | $ 4.57 | $ 4.57 |
Volatility | 58.00% | |
Term | 4 years 10 months 24 days | |
Risk-free rate | 1.00% | |
Dividend yield | 0.00% |
Common Shares (Details)
Common Shares (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Class of Stock [Line Items] | |
Threshold trading days within any thirty trading day period for automatic conversion of special shares | $ | 20 |
Threshold consecutive trading day period for automatic conversion of special shares | $ | 30 |
Minimum | |
Class of Stock [Line Items] | |
Trigger price | shares | 15 |
Maximum | |
Class of Stock [Line Items] | |
Trigger price | shares | 200 |
Common Shares - Schedule of aut
Common Shares - Schedule of authorized, issued and outstanding common shares and special shares (Details) - shares | Sep. 30, 2021 | Sep. 09, 2021 | Dec. 31, 2020 |
Schedule of authorized and issued share capital [Line Items] | |||
Ordinary shares, issued | 224,385,324 | 189,493,593 | |
Ordinary shares, outstanding | 224,385,324 | 224,385,324 | |
Class A special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 5,000,000 | ||
Ordinary shares, issued | 4,448,259 | ||
Ordinary shares, outstanding | 4,448,259 | ||
Class B special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 10,000,000 | ||
Ordinary shares, issued | 8,896,399 | ||
Ordinary shares, outstanding | 8,896,399 | ||
Class C special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 10,000,000 | ||
Ordinary shares, issued | 8,896,399 | ||
Ordinary shares, outstanding | 8,896,399 | ||
Class D special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 20,000,000 | ||
Ordinary shares, issued | 17,792,922 | ||
Ordinary shares, outstanding | 17,792,922 | ||
Class E special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 20,000,000 | ||
Ordinary shares, issued | 17,792,922 | ||
Ordinary shares, outstanding | 17,792,922 | ||
Class F special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 20,000,000 | ||
Ordinary shares, issued | 17,792,922 | ||
Ordinary shares, outstanding | 17,792,922 | ||
Class G special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 25,000,000 | ||
Ordinary shares, issued | 22,241,179 | ||
Ordinary shares, outstanding | 22,241,179 | ||
Class H special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 25,000,000 | ||
Ordinary shares, issued | 22,241,179 | ||
Ordinary shares, outstanding | 22,241,179 | ||
Class I special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 500,000 | ||
Ordinary shares, issued | 500,000 | ||
Ordinary shares, outstanding | 500,000 | ||
Class J special shares | |||
Schedule of authorized and issued share capital [Line Items] | |||
Special shares, authorized | 741,000 | ||
Ordinary shares, issued | 741,000 | ||
Ordinary shares, outstanding | 741,000 |
Common Shares - Schedule of com
Common Shares - Schedule of common shares (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Number of beginning balance | 189,493,593 | ||||
Balance | $ 13,068 | $ 36,706 | $ 36,254 | $ 8,188 | $ 8,188 |
Amount of private placement | 8,531 | 20,374 | |||
Amount of financing cost incurred - Cash | (26) | ||||
Amount of Exercise of stock options | 1,673 | 4,236 | |||
Amount of Issued in Business Combination | $ 91,326 | $ 91,326 | |||
Number of ending balance | 224,385,324 | 224,385,324 | 189,493,593 | ||
Balance | $ 106,675 | 41,976 | $ 106,675 | $ 41,976 | $ 36,254 |
Common shares | |||||
Class of Stock [Line Items] | |||||
Number of beginning balance | 189,493,593 | 163,331,904 | 163,331,904 | ||
Balance | 188,901 | $ 154,431 | $ 79,824 | $ 79,824 | |
Number of private placement (in Shares) | 6,553,409 | ||||
Amount of private placement | 20,374 | $ 20,374 | |||
Amount of financing cost incurred - Cash | (26) | ||||
Amount of financing cost incurred - Stock option-based payments | $ (397) | ||||
Number of issued for TOML acquisition (in Shares) | 9,005,595 | ||||
Amount of issued for TOML acquisition | $ 28,000 | ||||
Number of issued for services (in Shares) | 4,432,606 | 7,997,496 | |||
Number of issued for services | $ 26,960 | $ 24,866 | |||
Number of Exercise of stock options (in Shares) | 6,312,756 | 2,605,189 | |||
Amount of Exercise of stock options | 6,039 | $ 14,297 | $ 1,790 | ||
Number Of conversion of preferred shares to common shares (in Shares) | 509,459 | ||||
Amount of conversion of preferred shares to common shares | 550 | $ 550 | |||
Number Of Issued in Business Combination (in Shares) | 20,510,343 | ||||
Amount of Issued in Business Combination | $ 60,987 | $ 60,987 | |||
Number Of Conversion Of Debentures (in Shares) | 3,126,567 | ||||
Amount of Conversion of debentures | $ 27,003 | ||||
Number of ending balance | 224,385,324 | 224,385,324 | 189,493,593 | ||
Balance | $ 284,228 | $ 152,522 | $ 284,228 | $ 152,522 | $ 154,431 |
Share-based compensation (Detai
Share-based compensation (Details) - USD ($) | Mar. 04, 2021 | Feb. 26, 2021 | Feb. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stock Options (Details) [Line Items] | |||||||||
Proceeds from stock option exercised | $ 4,236,000 | ||||||||
Exercise price (in Dollars per share) | $ 0.65 | ||||||||
Exercise price (in Dollars per share) | $ 0.22 | ||||||||
Weighted-average recognition period | 7 years 4 months 2 days | ||||||||
Fair value of stock options vested | $ 46,777 | $ 568,120 | |||||||
Number of stock options exercise price (in Dollars per share) | $ 2.10 | ||||||||
Number of stock options granted (in Shares) | 6,373,203 | ||||||||
Common Share options-based payments | $ 35,000 | $ 35,000 | |||||||
Stock option number of shares outstanding (in Shares) | 15,503,755 | 15,503,755 | 15,503,755 | ||||||
Minimum | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Option expire date | Feb. 17, 2026 | ||||||||
Exercise price (in Dollars per share) | $ 0.22 | ||||||||
Maximum | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Option expire date | Feb. 26, 2026 | ||||||||
Exercise price (in Dollars per share) | $ 0.65 | ||||||||
Short Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Number of stock options outstanding (in Shares) | 15,503,755 | 15,503,755 | 15,503,755 | ||||||
Weighted-average recognition period term | 1 year 8 months 12 days | ||||||||
Total unrecognized stock-based compensation expense | $ 3,700,000 | ||||||||
Total grant date fair value of options vested | 29,600,000 | ||||||||
Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Share option-based payments expense | $ 3,900,000 | ||||||||
Intrinsic value of stock option | $ 38,400,000 | $ 38,400,000 | $ 38,400,000 | ||||||
Number of stock options exercise price (in Dollars per share) | $ 0.65 | ||||||||
Number of stock options granted (in Shares) | 9,783,922 | ||||||||
Number of stock options outstanding (in Shares) | 9,783,922 | 9,783,922 | 9,783,922 | ||||||
Total unrecognized stock-based compensation expense | $ 33,200,000 | ||||||||
Share Option One | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Common stock of per shares (in Dollars per share) | $ 4.57 | $ 4.57 | $ 4.57 | ||||||
Intrinsic value of stock option | $ 39,400,000 | $ 39,400,000 | $ 39,400,000 | ||||||
Equity Option [Member] | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Share option-based payments expense | 9,500,000 | $ 1,500,000 | 55,200,000 | $ 1,700,000 | |||||
Share Option One | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Share option-based payments expense | 6,400,000 | 1,200,000 | 24,700,000 | 1,200,000 | |||||
Share Option Two | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Share option-based payments expense | $ 3,000,000 | $ 300,000 | $ 30,600,000 | $ 500,000 | |||||
Share-based Payment Arrangement, Tranche One [Member] | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Derived service periods | 3 months 29 days | ||||||||
Derived per share (in Dollars per share) | $ 5.59 | ||||||||
Market Capitalizations | $ 3,000,000,000 | ||||||||
Share-based Payment Arrangement, Tranche One [Member] | Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Dividend rate percentage | 25.00% | ||||||||
Share-based Payment Arrangement, Tranche Two [Member] | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Derived service periods | 1 year 4 months 28 days | ||||||||
Derived per share (in Dollars per share) | $ 5.42 | ||||||||
Market Capitalizations | $ 6,000,000,000 | ||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Dividend rate percentage | 35.00% | ||||||||
Tranche 3 | Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Dividend rate percentage | 20.00% | ||||||||
Tranche 4 | Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Dividend rate percentage | 20.00% | ||||||||
Short Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Option expire date | Jun. 1, 2028 | ||||||||
Fair value of stock options vested | $ 5,758,306 | ||||||||
Short Term Incentive Plan | Minimum | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.65 | ||||||||
Short Term Incentive Plan | Maximum | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 8.64 | ||||||||
Long Term Incentive Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Fair value of stock options vested | $ 9,783,922 | ||||||||
Long Term Incentive Plan | Share-based Payment Arrangement, Tranche One [Member] | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Market Capitalizations | $ 3,000,000,000 | ||||||||
Long Term Incentive Plan | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Market Capitalizations | $ 6,000,000,000 | ||||||||
2021 Incentive Equity Plan | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Common Shares issued and outstanding percentage | 4.00% | ||||||||
Aggregate number of common shares reserved for issuance under the plan | 24,682,386 | 24,682,386 | 24,682,386 | ||||||
2021 Incentive Equity Plan | Non-employee directors | |||||||||
Stock Options (Details) [Line Items] | |||||||||
Stock option number of shares outstanding (in Shares) | 2,243,853 | 2,243,853 | 2,243,853 |
Share-based compensation - Sche
Share-based compensation - Schedule of company's stock options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based compensation | ||
Options Outstanding, beginning balance | 15,549,977 | |
Weighted average exercise price per option, beginning balance | $ 0.80 | |
Aggregate Intrinsic value of stock options, beginning balance | $ 36,126 | |
Weighted average contractual life (years), beginning balance | 7 years 4 months 2 days | |
Options Outstanding, Cancelled | (57,891) | |
Weighted average exercise price per option, Cancelled | $ 0.65 | |
Options Outstanding, Expired | (50,946) | |
Weighted average exercise price per option, Expired | $ 0.39 | |
Options Outstanding, Granted | 6,373,203 | |
Weighted average exercise price per option, Granted | $ 2.10 | |
Options Outstanding, Exercised | (6,310,588) | |
Weighted average exercise price per option, Exercised | $ 0.67 | |
Options Outstanding, ending balance | 15,503,755 | 15,549,977 |
Weighted average exercise price per option, ending balance | $ 1.39 | $ 0.80 |
Aggregate Intrinsic value of stock options, ending balance | $ 52,579 | $ 36,126 |
Weighted average contractual life (years), ending balance | 6 years 1 month 6 days | |
Options Outstanding, Vested and expected to Vest | 15,503,755 | |
Weighted average exercise price, Vested and expected to Vest | $ 1.39 | |
Aggregate Intrinsic value of stock options, Vested and expected to Vest | $ 52,579 | |
Weighted average contractual life (years), Vested and expected to Vest | 6 years 1 month 6 days | |
Options Outstanding, Vested and exercisable | 13,513,779 | |
Weighted average exercise price, Vested and exercisable | $ 0.86 | |
Aggregate Intrinsic value of stock options, Vested and exercisable | $ 50,155 | |
Weighted average contractual life (years), Vested and exercisable | 6 years 2 months 19 days |
Share-based compensation - Sc_2
Share-based compensation - Schedule of company's stock options outstanding (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Class of Warrant or Right [Line Items] | |
Options Outstanding | 15,503,755 |
Options Exercisable | 13,513,779 |
March 5, 2022 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Mar. 5, 2022 |
Exercise price | $0.65 |
Weighted average life to expiry (years) | 5 months 4 days |
Options Outstanding | 634,541 |
Options Exercisable | 634,541 |
March 5, 2023 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Mar. 5, 2023 |
Exercise price | $2.59 |
Weighted average life to expiry (years) | 1 year 5 months 4 days |
Options Outstanding | 405,251 |
Options Exercisable | 135,084 |
March 31, 2024 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Mar. 31, 2024 |
Exercise price | $0.65 |
Weighted average life to expiry (years) | 2 years 6 months |
Options Outstanding | 73,811 |
Options Exercisable | 73,811 |
March 5, 2025 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Mar. 5, 2025 |
Exercise price | $8.64 |
Weighted average life to expiry (years) | 3 years 5 months 4 days |
Options Outstanding | 405,251 |
December 31, 2025 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Dec. 31, 2025 |
Exercise price | $0.65 |
Weighted average life to expiry (years) | 4 years 3 months |
Options Outstanding | 11,578 |
Options Exercisable | 11,578 |
February 2, 2026 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Feb. 2, 2026 |
Exercise price | $0.65 |
Weighted average life to expiry (years) | 4 years 4 months 6 days |
Options Outstanding | 57,893 |
Options Exercisable | 57,893 |
February 17, 2026 | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $0.22 |
February 17, 2026 | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $0.52 |
February172026OneMember | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Feb. 17, 2026 |
Weighted average life to expiry (years) | 4 years 4 months 20 days |
Options Outstanding | 448,861 |
Options Exercisable | 448,861 |
June12028Member | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Jun. 1, 2028 |
Weighted average life to expiry (years) | 6 years 8 months 1 day |
Options Outstanding | 12,192,921 |
Options Exercisable | 10,878,363 |
June12028Member | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $0.65 |
June12028Member | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $8.64 |
June302028Member | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Jun. 30, 2028 |
Exercise price | $2.59 |
Weighted average life to expiry (years) | 6 years 9 months |
Options Outstanding | 1,273,648 |
Options Exercisable | 1,273,648 |
Share-based compensation - Sc_3
Share-based compensation - Schedule of weighted average assumptions under the company's STIP (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Stock Options (Details) - Schedule of weighted average assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 89.40% |
Risk-free interest rate | 0.50% |
Expected life of options (years) | 3 years 8 months 12 days |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 7 |
Tranche 1 and Tranche 2 | |
Stock Options (Details) - Schedule of weighted average assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 91.00% |
Risk-free interest rate | 1.30% |
Expected life of options (years) | 7 years 3 months 18 days |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 7 |
Tranche 3 | |
Stock Options (Details) - Schedule of weighted average assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 91.20% |
Risk-free interest rate | 0.80% |
Expected life of options (years) | 5 years 2 months 12 days |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 7 |
Tranche 4 | |
Stock Options (Details) - Schedule of weighted average assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 91.20% |
Risk-free interest rate | 0.90% |
Expected life of options (years) | 5 years 4 months 24 days |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 7 |
Share-based compensation - Sc_4
Share-based compensation - Schedule of weighted average assumptions (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based compensation | |
Expected dividend yield | 0.00% |
Expected stock price volatility | 89.40% |
Risk-free interest rate | 0.50% |
Expected life of options (years) | 3 years 8 months 12 days |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 7 |
Share-based compensation - Rest
Share-based compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of RSUs Outstanding | |
Granted | shares | 56,224 |
Outstanding - September 30, 2021 | shares | 56,224 |
Weighted average grant-date fair value per option | |
Granted | $ / shares | $ 12.45 |
Outstanding - September 30, 2021 | $ / shares | $ 12.45 |
Loss per share - Anti-dilutive
Loss per share - Anti-dilutive common equivalent shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive common equivalent shares | 197,662,485 | 17,933,833 | 197,662,485 | 17,933,833 |
Outstanding options to purchase common shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive common equivalent shares | 25,287,677 | 17,933,833 | 25,287,677 | 17,933,833 |
Outstanding RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive common equivalent shares | 56,224 | 56,224 | ||
Outstanding warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive common equivalent shares | 36,078,620 | 36,078,620 | ||
Outstanding Special Shares and options to purchase Special Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive common equivalent shares | 136,239,964 | 136,239,964 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SSCS Pte. Ltd | |||||
Related Party Transactions (Details) [Line Items] | |||||
Consulting services | $ 75,000 | $ 80,000 | $ 213,000 | $ 218,000 | |
Amount payable | 30,000 | $ 23,000 | |||
Ocean Renaissance LLC | |||||
Related Party Transactions (Details) [Line Items] | |||||
Consulting services | $ 93,000 | $ 92 | 300,000 | $ 300,000 | |
Amount payable | $ 0 | $ 0 |
Commitments (Details)
Commitments (Details) $ in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 60 Months Ended | 72 Months Ended | ||||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | [1] | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021AUD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020AUD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | May 25, 2012 | |
Long-term Purchase Commitment [Line Items] | |||||||||||||
Exploration expenses | $ 23,848 | $ 18,226 | $ 38,107 | $ 4,556 | $ 56,333 | $ 80,181 | $ 35,744 | ||||||
Percentage of annual production committed to Glencore | 50.00% | ||||||||||||
Nauru Ocean Resources Inc [Member] | |||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Spending committed | $ 5,000 | ||||||||||||
Long-term Purchase Commitment, Period | 5 years | ||||||||||||
Marawa Research and Exploration Limited [Member] | |||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Exploration expenses | $ 2 | $ 1 | |||||||||||
Tonga Off shore Mining Limited | |||||||||||||
Long-term Purchase Commitment [Line Items] | |||||||||||||
Spending committed | $ 30,000 | ||||||||||||
Exploration expenses | $ 17,200 | ||||||||||||
[1] | Results for the three month period ended June 30, 2021 have not been previously reported on a standalone basis. |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule non cash investing and financing activities (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Information | ||
Common shares issued to settle accounts payable and accrued liabilities (Note 6) | 12,879 | 14,746 |
Common shares issued for TOML Acquisition (Note 5) | 28,000 | |
Conversion of debentures (Note 7) | $ 27,003 |
Segmented Information - Schedul
Segmented Information - Schedule of equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 1,387 | $ 1,310 |
Republic of Nauru [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 1,373 | 1,292 |
Tonga [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 12 | 15 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 2 | $ 3 |