Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Entity Registrant Name | TMC THE METALS COMPANY INC. | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Annual 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 298,500,000 | ||
Entity Common Stock, Shares Outstanding | 226,780,843 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 1263 | ||
Auditor Location | Vancouver, Canada | ||
Entity Central Index Key | 0001798562 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
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 $11.50 per share | ||
Trading Symbol | TMCWW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current | ||
Cash | $ 84,873 | $ 10,096 |
Receivables and prepayments | 3,686 | 129 |
Total current assets | 88,559 | 10,225 |
Non-current | ||
Exploration contracts | 43,150 | 43,150 |
Equipment | 1,416 | 1,310 |
Total non-current assets | 44,566 | 44,460 |
TOTAL ASSETS | 133,125 | 54,685 |
Current | ||
Accounts payable and accrued liabilities | 26,573 | 4,316 |
Deferred acquisition costs | 3,440 | |
Total current liabilities | 26,573 | 7,756 |
Non-current | ||
Deferred tax liability | 10,675 | 10,675 |
Warrant liability | 3,126 | |
TOTAL LIABILITIES | 40,374 | 18,431 |
EQUITY | ||
Common shares (unlimited shares, no par value - issued: 225,432,493 (December 31, 2020 - 189,493,593)) | 296,051 | 154,431 |
Preferred shares (unlimited share, no par value - issued: nil (December 31, 2020 - 509,459)) | 550 | |
Additional paid in capital | 102,073 | 45,347 |
Accumulated other comprehensive loss | (1,216) | (1,216) |
Deficit | (304,157) | (162,858) |
TOTAL EQUITY | 92,751 | 36,254 |
TOTAL LIABILITIES AND EQUITY | $ 133,125 | $ 54,685 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common shares, no par value | $ 0 | |
Ordinary shares, issued | 225,432,493 | 189,493,593 |
Preferred shares, no par value | $ 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 |
Consolidated Statements of Loss
Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
Exploration and evaluation expenses | $ 93,006 | $ 48,881 |
General and administrative expenses | 56,583 | 7,723 |
Operating loss | 149,589 | 56,604 |
Other items | ||
Change in fair value of warrant liability | (9,375) | |
Foreign exchange loss | 82 | 80 |
Interest expense (income) | 1,003 | (53) |
Loss and comprehensive loss for the year | $ 141,299 | $ 56,631 |
Loss per share | ||
Earnings Per Share, Basic | $ 0.69 | $ 0.32 |
Earnings Per Share, Diluted | $ 0.69 | $ 0.32 |
Weighted average number of common shares outstanding - diluted | 204,926,931 | 178,570,876 |
Weighted average number of common shares outstanding - basic | 204,926,931 | 178,570,876 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common shares | Preferred shares | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Deficit | Total |
Balance at Dec. 31, 2019 | $ 79,824 | $ 550 | $ 35,257 | $ (1,216) | $ (106,227) | $ 8,188 |
Balance (in Shares) at Dec. 31, 2019 | 163,331,904 | |||||
Exercise of stock options (Note 16) | $ 1,790 | (871) | 919 | |||
Exercise of stock options (Note 16) (in shares) | 2,605,189 | |||||
Common shares issued for exploration and evaluation expenses (Note 11) | 12,879 | 12,879 | ||||
Private placements (net of financing costs) | $ 20,376 | 20,376 | ||||
Private placements (net of financing costs) (in shares) | 6,553,409 | |||||
Financing cost | $ (28) | (28) | ||||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) | $ 28,000 | 28,000 | ||||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) (in shares) | 9,005,595 | |||||
Share-based compensation (Note 16) | $ (397) | 4,493 | 4,096 | |||
Common shares issued for services | $ 24,866 | (6,411) | 18,455 | |||
Common shares issued for services (in shares) | 7,997,496 | |||||
Net equity from Business Combination (Note 6) | $ 28,000 | 28,000 | ||||
Net equity from Business Combination (Note 6) (in shares) | 9,005,595 | |||||
Loss for the year | (56,631) | (56,631) | ||||
Balance at Dec. 31, 2020 | $ 154,431 | 550 | 45,347 | (1,216) | (162,858) | 36,254 |
Balance (in Shares) at Dec. 31, 2020 | 189,493,593 | |||||
Exercise of stock options (Note 16) | $ 14,297 | $ (10,061) | 4,236 | |||
Exercise of stock options (Note 16) (in shares) | 6,312,756 | |||||
Conversion of restricted share units (Note 16) (in shares) | 173,216 | (399,000) | ||||
Conversion of restricted share units (Note 16) | $ 399 | |||||
Common shares issued for exploration and evaluation expenses (Note 11) (in shares) | 4,245,031 | |||||
Common shares issued for exploration and evaluation expenses (Note 11) | $ 25,664 | $ (12,879) | 12,785 | |||
Conversion of debentures (Note 13) | $ 27,003 | 27,003 | ||||
Conversion of debentures (Note 13) (in shares) | 3,126,567 | |||||
Share-based compensation (Note 16) | 60,565 | 60,565 | ||||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) | $ 72,411 | 19,500 | 91,911 | |||
Common shares issued for acquisition of Tonga Offshore Minerals Limited (Note 7) (in shares) | 21,384,296 | |||||
Common shares issued for services | $ 1,296 | 1,296 | ||||
Common shares issued for services (in shares) | 187,575 | |||||
Net equity from Business Combination (Note 6) | $ 72,411 | 19,500 | 91,911 | |||
Net equity from Business Combination (Note 6) (in shares) | 21,384,296 | |||||
Conversion of preferred shares to common shares | $ 550 | $ (550) | ||||
Conversion of preferred shares to common shares (in shares) | 509,459 | |||||
Loss for the year | (141,299) | (141,299) | ||||
Balance at Dec. 31, 2021 | $ 296,051 | $ 102,073 | $ (1,216) | $ (304,157) | $ 92,751 | |
Balance (in Shares) at Dec. 31, 2021 | 225,432,493 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash resources provided by (used in) Operating activities | ||
Loss for the year | $ (141,299) | $ (56,631) |
Items not affecting cash: | ||
Amortization | 453 | 563 |
Expenses settled in share-based payments | 74,571 | 27,098 |
Interest on convertible debentures | 1,003 | 53 |
Change in fair value of warrant liability | (9,375) | |
Unrealized foreign exchange | (15) | 8 |
Changes in working capital: | ||
Receivables and prepayments | (3,479) | (110) |
Accounts payable and accrued liabilities | 22,049 | 2,487 |
Net cash used in operating activities | (56,092) | (26,532) |
Investing activities | ||
Settlement of deferred acquisition costs | (3,440) | |
Acquisition of exploration contract | (607) | |
Acquisition of equipment | (402) | |
Net cash used in investing activities | (3,842) | (607) |
Financing activities | ||
Proceeds from exercise of stock options | 4,236 | 919 |
Proceeds from issuance of convertible debentures | 26,000 | |
Proceeds from issuance of common shares (net of fees and other costs) | 20,373 | |
Proceeds from Business Combination (net of fees and other costs) | 104,465 | |
Net cash provided by financing activities | 134,701 | 21,292 |
Increase (decrease) in cash | 74,767 | (5,847) |
Impact of exchange rate changes on cash | 10 | (8) |
Cash - beginning of year | 10,096 | 15,951 |
Cash - end of year | $ 84,873 | $ 10,096 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Operations | |
Nature of Operations | 1. Nature of Operations 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 6). 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 in the Pacific Ocean (“CCZ”), located approximately 1,300 nautical miles southwest 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. 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 and may not be fully under the Company’s control. 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 could negatively impact the Company’s business operations, exploration and development plans, results of operations, financial position, and cash flows. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | |
Basis of Presentation | 2. Basis of Presentation Statement of Compliance These consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) and include the accounts of TMC and its wholly-owned subsidiaries. All share and per share amounts have been adjusted to reflect the impact of the Business Combination (Note 6). Basis of Measurement These consolidated financial statements have been prepared under the historical cost convention, except for warrants liability that has been measured at fair value, and are presented in US dollars. Consolidation These consolidated financial statements include the financial statements of the Company and its subsidiaries. The principal subsidiaries of the Company, their activities, and their geographic locations as at December 31, 2021 were as follows: Proportion of Interest Held Subsidiary Principal Activity Location by the Company DeepGreen Metals ULC Mineral exploration Canada 100% DeepGreen Engineering Pte. Ltd. Mineral exploration Singapore 100% DeepGreen Resources, LLC Holding Company USA 100% Nauru Ocean Resources Inc. Mineral exploration Republic of Nauru 100% Nauru Education and Training Foundation Inc. (“NEAT”) Holding Company Republic of Nauru 100% Nauru Health and Environment Foundation Inc. (“NHEF”) Holding Company Republic of Nauru 100% Tonga Offshore Mining Ltd. Mineral exploration Kingdom of Tonga 100% Koloa Moana Resources Ltd. Holding Company Canada 100% Offshore Minerals Pty. Ltd. Mineral exploration Australia 100% DeepGreen TOML Singapore Pte. Ltd. Mineral exploration Singapore 100% DeepGreen TOML Holding 1 Ltd. Holding Company British Virgin Islands 100% DeepGreen TOML Holding 2 Ltd. Holding Company British Virgin Islands 100% The Metals Company Australia Pty Ltd Dormant Australia 100% TMC The Metals Company UK Limited Dormant United Kingdom 100% All inter-group balances have been eliminated on consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies i. Foreign Currencies The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and all its subsidiaries is the U.S. Dollar, except for NEAT and NHEF, whose functional currency is the Australian Dollar. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated into the functional currency at the rates prevailing at that date. Non-monetary assets and liabilities carried at fair value that are denominated in currencies other than the U.S. Dollar are translated at rates prevailing at the date when the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in the statements of loss and comprehensive loss. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. For consolidation purposes, the assets and liabilities of entities with functional currencies other than the US Dollar are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting changes are recognized in accumulated other comprehensive loss within equity as currency translation differences. ii. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these 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 16) and the common shares issued to Maersk (Notes 11 and 15), as well as the valuation of warrants liability (Note 14). Actual results could differ materially from those estimates. iii. Loss Per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the “if converted” method. The dilutive effect of outstanding options and their equivalents is reflected in the diluted loss per share by application of the treasury stock method. iv. Financial Instruments Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled, or expires. The Company’s financial instruments consists of cash and cash equivalents, receivables, accounts payable and accrued liabilities, and deferred acquisition costs which are recorded at amortized cost as well as warrants to acquire common shares of the Company which are measured at fair value. v. 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 U.S. 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 years ended December 31, 2021 and 2020. As at December 31, 2021 and 2020, the carrying values of cash and cash equivalents, receivables, accounts payable and accrued expenses and deferred acquisition costs approximate their fair values due to the short-term nature of these instruments. vi. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and term deposits with a remaining term to maturity at acquisition of three months or less. As at December 31, 2021 and 2020, the Company had no cash equivalents. vii. Equipment Equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits from such assets will flow to the Company and the cost of such assets can be measured reliably. The carrying amount of an asset is derecognized when it is replaced or taken out of service. Repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the period they are incurred. The major categories of equipment are amortized on a declining balance basis as follows: Exploration and other equipment 30 % Office equipment 30 % The Company allocates the amount initially recognized to each asset’s significant components and depreciates each component separately. Amortization methods and useful life of the assets are reviewed at each financial period end and adjusted on a prospective basis, if required. Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss. viii. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. The Company does not have any finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company elected to apply the short-term lease recognition exemption to all of its lease arrangements and recorded an expense of $132 (2020: $117) for lease payments during the year ended December 31, 2021 relating to office premises and employee accommodations. Such lease expense is disclosed under general and administrative expenses within the statement of loss and comprehensive loss and forms part of cash flow from operating activities. ix. Exploration Contracts The Company is in the exploration stage with respect to its investment in exploration contracts and follows the practice of capitalizing costs related to the acquisition of such exploration contracts. The cost of exploration contracts will be charged to operations using a unit-of-production method based on proven and probable reserves once commercial production commences in the future. x. Exploration and Evaluation Expenses The Company expenses all costs related to exploration and development of exploration contracts. Such exploration and development costs include, but are not limited to, exploration contract management, geological, geochemical and geophysical studies, environmental studies and process development. xi. Share-Based Compensation Share-based compensation is measured at the grant date based on the fair value of the award and is recognized over the requisite service period. Share-based compensation costs are charged to exploration and evaluation expenses or general and administrative expenses in the statement of loss and comprehensive loss. The Company recognizes forfeiture of any awards as they occur. The Company records share-based compensation from the issuance of stock options and restricted share units (“RSUs”) to employees with service-based conditions using the accelerated attribution method. For stock options issued with performance conditions (Note 16), the Company recognizes share-based compensation cost when the specific performance targets become probable of being achieved using the accelerated attribution method. When these costs relate to equity financing, they are netted against share capital as a share issuance cost. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant date using a Black-Scholes option-pricing model. For stock options issued with market conditions (Note 16), the Company recognizes share-based compensation cost over the expected achievement period for the related market capitalization milestone determined on the grant date. If the related market capitalization milestone is achieved earlier than its expected achievement period, then any unamortized share-based compensation cost for that milestone is recognized at that time. The fair value of market-based stock option awards is estimated on the grant date using Monte-Carlo simulations. The Company at times grants common shares, stock options or RSUs in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided. xii. Warrants Liability 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 U.S. GAAP Accounting Standard Coding (“ASC”) 480, Distinguishing Liability from Equity, and ASC 815, Derivatives and Hedging. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Public Warrants and Private Warrants (as defined below) in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), and the U.S. Securities and Exchange Commission (“SEC”) Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SEC Statement”), under which, subsequent to the Business Combination, the 15,000,000 common share warrants issued by SOAC as part of the units offered in its initial public offering (“Public Warrants”) were determined to meet the criteria for equity classification, while the 9,500,000 private placement common share warrants issued by SOAC in a private placement simultaneously with the closing of the initial public offering (“Private Warrants”) did not meet the criteria for equity classification and must be recorded as liabilities. Specifically, the terms of the Private Warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a Private Warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the Private Warrants from being classified in equity and should be classified as a liability. Accordingly, the Company classified the Private Warrants as liabilities measured at fair value and adjusts the Private Warrants to their fair value at the end of each reporting period. The warrant liability is subject to re-measurement at each balance sheet date until exercised with any changes in fair value being recognized in the Company’s statement of loss and comprehensive loss. xiii. Income Taxes Income tax expense represents the sum of current tax expense and deferred tax expense. Current tax expense is based on taxable profit for the year and includes any adjustments to tax payable in respect of previous years. Taxable profit differs from accounting profit or loss as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable or deductible in other years and (ii) items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date. The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying statements of loss and comprehensive loss. Deferred tax income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are differences between the accounting basis and tax basis of assets and liabilities, non-capital loss, capital loss, and tax credits carryforwards and are measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credits carryforwards are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated income statement in the period that enactment occurs. When realization of deferred income tax assets does not meet the more likely than not criterion for recognition, a valuation allowance is provided. |
Significant Accounting Estimate
Significant Accounting Estimates and Judgements | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Estimates and Judgements | |
Significant Accounting Estimates and Judgements | 4. Significant Accounting Estimates and Judgements The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Significant management judgments and estimates were applied to the following areas: i. TOML Acquisition In March 2020, the Company completed the TOML Acquisition (Note 7) and applied guidance from ASC 805, Business Combinations ASC 805 defines a business as consisting of inputs and processes, which when the processes are applied to those inputs, have the ability to contribute to the creation of outputs. The key input acquired in connection with the TOML Acquisition is the TOML Exploration Contract (Note 7) and the related intellectual property. The TOML Exploration Contract is in the development stage and therefore does not produce outputs. ASC 805 requires that where there is no output, there must be both an input and substantive process which must include an organized workforce with the necessary skills, experience, and knowledge to develop and convert the inputs into outputs, for a group of assets to be considered a business. An organized workforce was not included in the TOML Acquisition and therefore the Company’s management deemed that the TOML Acquisition was not a business acquisition and only an acquisition of a group of assets. The Company’s position is supported by ASC 805’s guidance that if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not considered a business. The value of the TOML Acquisition is considered to be primarily in the TOML Exploration Contract. Management also determined that other assets acquired (which included other intangible assets such as patents and trademarks) were connected to the TOML Exploration Contract and would not hold value by themselves. The value of the total cost was therefore capitalized and reported as “Exploration contracts” on the Company’s balance sheet. ii. Valuation of Share-Based Payments TMC recognized the cost of share-based awards granted to employees, non-employees and directors based on the estimated grant-date fair value of the awards. Prior to closing of the Business Combination, TMC determined the fair value of stock options using the Black-Scholes option pricing model, which was impacted by the following assumptions: ● Fair Value of Common Shares on the Date of the Grant — The Company estimated the value of its common shares using the Probability Weighted Expected Return Method (“PWERM”). The Company applied the PWERM by first defining the range of potential future liquidity outcomes, including the share price used for its most recent private placements and the share price used for the Business Combination, then allocating its value based on the probability of that event occurring. ● Expected Term—TMC used the term of the award when calculating the expected term due to insufficient historical exercise data. ● Expected Volatility—As TMC’s shares were not actively traded prior to closing of the Business Combination, the volatility is based on a benchmark of comparable companies within the mining industry. ● Expected Dividend Yield—The dividend rate used is zero as TMC has never paid any cash dividends on common shares and does not anticipate doing so during the expected life of the stock options. ● Risk-Free Interest Rate—The interest rates used are based on the implied yield available on Canadian Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. This valuation approach involves the use of estimates, judgments and assumptions that are subjective, such as those regarding the probability of future events. Changes in these estimates and assumptions impact the Company’s valuation as of the valuation date and may have a material impact on the valuation of the Company’s common shares. Changes in these assumptions used to determine the fair value of incentive stock options, including the vesting timeline of granted stock options, could have a material impact on the Company’s loss and comprehensive loss. Prior to closing of the Business Combination, TMC estimated the fair value of common shares issued for services using the PWERM described above. iii. Valuation of Warrants Liability The Company re-measures the fair value of the Private Warrants at the end of each reporting period. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model whereby the expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $18.00 during 20 trading days within any 30-trading day period. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements Issued and Adopted | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements Issued and Adopted | |
Recent Accounting Pronouncements Issued and Adopted | 5. Recent Accounting Pronouncements Issued and Adopted i. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Business Combination | 6. Business Combination 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 20 trading days within any 30- 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. In connection with the Business Combination, the SOAC sponsors were entitled to an 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 20 trading days within any 30-trading day period that is greater than or equal to $50.00 per share and $12.00 per share, respectively. Additionally, existing DeepGreen options were automatically adopted by TMC (the “Rollover Options”) after application of the Exchange Ratio to both the underlying number of common shares and the exercise price. These Rollover Options did not change in value as a result of the Business Combination. The Rollover Options also entitle holders thereof to a pro-rata portion of up to an aggregate of 14.9 million Special Shares if exercised. Lastly, the warrants granted to Allseas to acquire 10 million DeepGreen common shares at a nominal value (the “Allseas Warrants”) have been assumed by TMC and have become warrants to purchase 11.6 million TMC common shares, in accordance with its terms. Below is a summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued: Special Share Class A B C D E F G H I J Share Trigger price ($) 15 25 35 50 75 100 150 200 50 12 Special Shares (million) 5 10 10 20 20 20 25 25 0.5 0.7 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 transaction costs settled in cash above, the Company incurred $3.5 million of transaction costs which were settled by issuance of 873,953 common shares on October 7, 2021. Prior to the Business Combination, SOAC had 30.0 million shares of Class A common shares with a par value of $0.0001 per share (“SOAC Class A Shares”) outstanding and 7.5 million shares of Class B common shares 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 $42.1 million, of which $5.4 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. The remaining $36.7 million of transaction costs were capitalized to common shares on the consolidated balance sheet. 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
TOML Acquisition | |
TOML Acquisition | 7. On March 31, 2020, the Company entered into an acquisition agreement to wholly acquire 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, $0.1 million payment to the ISA on behalf of DSMF and deferred consideration of $3.4 million which was originally to be paid on January 31, 2021. The common share consideration paid by the Company was valued at $3.11 per common share, 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 determined that the value of the 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 a 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) 28,000 Transaction costs paid 47 Deferred acquisition costs 3,440 Total acquisition cost $ 32,047 Allocated to: Equipment 21 Exploration contracts (Note 11) 42,701 Deferred tax liability 1 (10,675) Net assets acquired $ 32,047 1. A deferred tax liability was recognized by the Company on the acquisition which related to differences between the book value and the tax basis of the TOML exploration contract. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments | |
Financial Instruments | 8. Financial Instruments Categories of Financial Instruments December 31 2021 December 31 2020 Financial assets Amortized cost Cash $ 84,873 $ 10,096 Receivables — 38 $ 84,873 $ 10,134 Financial liabilities Amortized cost Accounts payable and accrued liabilities $ 26,573 $ 4,316 Deferred acquisition costs — 3,440 Fair value through profit or loss Warrants liability 3,126 — $ 29,699 $ 7,756 |
Receivables and Prepayments
Receivables and Prepayments | 12 Months Ended |
Dec. 31, 2021 | |
Receivables And Prepayments. | |
Receivables and Prepayments | 9. Receivables and Prepayments December 31 2021 December 31 2020 Taxes and other receivables $ 64 $ 56 Prepayments 3,622 73 $ 3,686 $ 129 |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | |
Equipment | 10. Equipment The movements in the Company’s capital equipment are as follows: Exploration and Cost other equipment Office equipment Total December 31, 2019 $ 2,219 $ 21 $ 2,240 TOML Acquisition (Note 7) 21 — 21 December 31, 2020 2,240 21 2,261 Additions 560 — 560 December 31, 2021 $ 2,800 $ 21 $ 2,821 Accumulated depreciation December 31, 2019 $ (371) $ (17) $ (388) Amortization for the year (562) (1) (563) December 31, 2020 (933) (18) (951) Amortization for the year (453) (1) (454) December 31, 2021 $ (1,386) $ (19) $ (1,405) Net book value As at December 31, 2020 $ 1,307 $ 3 $ 1,310 As at December 31, 2021 $ 1,414 $ 2 $ 1,416 |
Exploration Contracts
Exploration Contracts | 12 Months Ended |
Dec. 31, 2021 | |
Exploration Contracts. | |
Exploration Contracts | 11. 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 of $0.3 million, 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 19) 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 19). Marawa Agreements: Marawa executed the Marawa Exploration Contract with the ISA on January 19, 2015. 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 December 31, 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 (the “Participation Agreement”). Under the Participation Agreement, Maersk provided marine vessel services and project management services, which enabled 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. Project management services provided by Maersk for managing these offshore campaigns are paid in cash. On March 3, 2021, the Participation 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. By this amendment, Maersk irrevocably waived certain pro rata participation rights that it may have had under the Participation Agreement in connection with the Business Combination and acknowledged that all amounts owing to Maersk for services rendered through February 5, 2021 in the aggregate amount of $4.6 million had been satisfied by the issuance of 4.2 million common shares. During the year ended December 31, 2021, the Company incurred costs to Maersk for offshore campaigns of $33.9 million (2020: $25.6 million). These costs were settled with the issuance of 4.2 million TMC common shares to Maersk at $6.05 per common share (2020: 4.7 million TMC common shares at $3.11 per common share), with the balance of $21.3 million (2020: $4.4 million) settled or to be settled in cash. As at December 31, 2021, TMC had outstanding payables to Maersk of $11.3 million (2020: $1.8 million) included in accounts payable and accrued liabilities. Subsequent to December 31, 2021, $3.5 million of the $11.3 million was settled in cash. The agreement with Maersk ended in January 2022, following the completion of the NORI Area D baseline campaigns. As at December 31, 2021, Maersk owned 20.8 million TMC common shares (2020: 16.6 million TMC common shares) which constituted 9.2% (2020: 8.8%) of the total common shares outstanding of the Company. Strategic Alliance with Allseas Pilot Mining Test Project On March 29, 2019, the Company 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 the Company’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 pilot trial of the PMTS in NORI Area D, the Company and Allseas 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, the Company and Allseas entered into the Pilot Mining Test Agreement (“PMTA”) which governs the terms, design specifications, procedures, and timetable under which Allseas agreed to complete a pilot trial of the PMTS in NORI Area D. Under the PMTA, in exchange for Allseas’ development efforts, upon successful delivery of the pilot trial of the PMTS in NORI Area D by Allseas, the Company agreed to pay Allseas: (a) $30.0 million in cash and (b) issue 11.6 million common shares. Contract Amendments On February 20, 2020, the PMTA was amended to recognize the acquisition by Allseas of the Hidden Gem On March 4, 2021 and June 30, 2021, the Company and Allseas further amended the PMTA whereby, instead of issuing 11.6 million common shares upon successful delivery of the pilot trial of the PMTS in NORI Area D, the Company issued the Allseas Warrants (Note 14). The amendment on March 4, 2021 stipulated that if the market price of the Company’s common shares on June 1, 2022 is higher than $12.95 per common share, the aggregate value of the common shares underlying the Allseas Warrants above $150 million as at June 1, 2022 will automatically become a commercial credit from Allseas to the Company equal to the excess value. This commercial credit will be effective on the vesting date of the Allseas Warrants 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 pilot trial of the PMTS in NORI Area D. On October 5, 2021, the first $10 million payment was paid to Allseas for successfully reaching the first progress milestone, with the completion of the Business Combination and by confirming the order of certain equipment and demonstrating certain progress on construction of the PMTS. The Company accounts for the first two milestone payments in accordance with ASC 730, Research and Development, As at December 31, 2021, Allseas owned 16.2 million TMC common shares (2020: 14.2 million TMC common shares) which constituted 7.2% (2020: 7.5%) of total common shares outstanding. The Allseas total share ownership includes 3.2 million shares issued in a private placement in June 2020. Reconciliation – Exploration Contracts A reconciliation of the Company’s exploration contracts is as follows: Marawa NORI Option TOML Contract Agreement Contract Total December 31, 2019 $ 250 $ 199 $ — $ 449 TOML Acquisition ( Note 7 — — 42,701 42,701 December 31, 2020 $ 250 $ 199 $ 42,701 $ 43,150 December 31, 2021 $ 250 $ 199 $ 42,701 $ 43,150 Exploration and Evaluation Expenses The detail of exploration and evaluation expenses is as follows: NORI Marawa TOML Exploration Option Exploration For the year ended December 31, 2021 General Contract Agreement Contract Total Exploration labor $ — $ 2,769 $ 606 $ 672 $ 4,047 Offshore campaigns — 38,956 33 43 39,032 Share-based compensation (Note 16) — 17,116 4,401 5,453 26,970 Amortization — 448 — 4 452 External consulting 12 6,403 200 199 6,814 Travel, workshop and other — 1,064 123 254 1,441 PMTS — 11,400 1,425 1,425 14,250 $ 12 $ 78,156 $ 6,788 $ 8,050 $ 93,006 NORI Marawa TOML Exploration Option Exploration For the year ended December 31, 2020 General Contract Agreement Contract Total Exploration labor $ — $ 1,558 $ 722 $ 501 $ 2,781 Offshore campaigns — 23,119 2,619 2,255 27,993 Share-based compensation (Note 16) — 449 276 108 833 Amortization — 556 — 6 562 External consulting 40 2,829 650 649 4,168 Travel, workshop and other — 664 191 22 877 PMTS — 9,333 1,167 1,167 11,667 $ 40 $ 38,508 $ 5,625 $ 4,708 $ 48,881 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expenses. | |
General and Administrative Expenses | 12. For the year ended For the year ended December 31, December 31, 2021 2020 Professional and consulting fees $ 10,697 $ 2,049 Investor relations 6,204 858 Office and sundry 2,023 303 Salaries and wages 3,412 916 Director fees 404 195 Share-based compensation 33,370 3,263 Transfer agent and filing fees 82 6 Travel expenses 341 133 Other expenses 50 — General and Administration Expenses $ 56,583 $ 7,723 |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Debentures | |
Convertible Debentures | 13. In February 2021, the Company issued a total of $26 million in convertible debentures. The convertible debentures had an interest rate of 7.0% per annum, compounded annually, and had a maturity date of 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. 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. The terms of the convertible debentures provided that in the event that the Company completed the Business Combination (Note 6) or another change of control transaction at any time prior to the maturity date, the debenture value would be automatically converted into 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 common shares at the conversion price of $8.64 per common share. On February 18, 2021, convertible debentures with a principal amount of $0.5 million were converted into 57,894 common shares of the Company. On September 9, 2021, the Company issued 3,068,673 common shares upon conversion of the outstanding debentures consisting of $25.5 million and $1.0 million of principal and accrued interest, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 14. For accounting purposes, the Company was considered to have issued the Public Warrants and Private Warrants as part of the Business Combination (Note 6). 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 December 31, 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, as amended (“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 is required to file a post-effective amendment to this Registration Statement on Form S-1, which will need to be declared effective by the SEC, following the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021 in which these Notes to the Consolidated Financial Statements are included to update the information and financial statements included therein. 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 . As at December 31, 2021, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital. Private Warrants As at December 31, 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. In December 2021, the Private Warrants were transferred to permitted transferees. The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement , 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 estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $18.00 during 20 trading days within any 30-trading day period. As at December 31, 2021, the fair value of outstanding Private Warrants of $3.1 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability: Private Warrants Warrants liability as at September 9, 2021 $ 12,501 Reduction in fair value of warrants liability (9,375) Warrants liability as at December 31, 2021 $ 3,126 As at December 31, 2021, the fair value of the Private Warrants was estimated using the following assumptions: December 31, 2021 September 9, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 2.08 $ 10.62 Volatility 64.6 % 15.8 % Term 4.7 years 5.0 years Risk-free rate 1.2 % 0.8 % Dividend yield 0.0 % 0.0 % There were no exercises or redemptions of the Public Warrants or Private Warrants during the year ended December 31, 2021. Allseas Warrants The Allseas Warrants 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 Warrants vest upon the achievement of a performance condition, being the completion of the PMTS, under U.S. GAAP, the vesting of the Allseas Warrants was not determined to be probable as at December 31, 2021. No expense or liability has been recorded as at and for the year ended December 31, 2021. |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2021 | |
Common Shares. | |
Common Shares | 15. Authorized and Issued As at December 31, 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 225,432,493 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 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 20 trading days within any 30-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 6 for details). As the Special Shares meet the indexation and equity classification criteria under ASC 815-40, the Special Shares have been classified as equity instruments at issuance. As at December 31, 2020, the Company had 509,459 DeepGreen Class B Preferred Shares outstanding. Class B Preferred Shares were non-dividend earning and include voting rights similar to common shares. However, if any dividend was declared on common shares, the Company was required to concurrently declare and pay dividend on Class B Preferred Shares in the amount per share equal to the dividend per share paid on the common shares. These Class B Preferred Shares rank ahead of common shares in the event of liquidation. As at December 31, 2021, all Class B Preferred Shares have been converted to common shares. Common Share Continuity In accordance with ASC 805, under a reverse recapitalization, the equity structure reflects the equity structure of SOAC, as the legal acquirer, including the equity interests SOAC issued to affect the Business Combination. Accordingly, the Company has restated its equity structure using the Exchange Ratio of the Business Combination to reflect the number of shares of SOAC issued in the reverse acquisition. The share amounts stated below have been recast from the historical share totals of DeepGreen to reflect the Exchange Ratio. Common shares Number Amount December 31, 2019 163,331,904 $ 79,824 Private placement 6,553,409 20,376 Financing cost incurred – Cash — (28) Financing cost incurred - Stock option-based payments — (397) Issued for TOML Acquisition ( Note 7 9,005,595 28,000 Issued for services (Note 11) 7,997,496 24,866 Exercise of stock options 2,605,189 1,790 December 31, 2020 189,493,593 $ 154,431 Issued for services (Note 11) 4,432,606 26,960 Exercise of stock options 6,312,756 14,297 Conversion of restricted share units (Note 16) 173,216 399 Conversion of preferred shares to common shares 509,459 550 Issued in Business Combination (Note 6) 21,384,296 72,411 Conversion of debentures (Note 13) 3,126,567 27,003 December 31, 2021 225,432,493 $ 296,051 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | 16. 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 exercise prices determined at its sole discretion. As described in Note 6, 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 option holders 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 has been restated by adjusting for the number of options and exercise prices for the Exchange Ratio. As at December 31, 2021, there were 15,503,748 stock options outstanding under the Company’s Short-Term Incentive Plan (“STIP”) and 9,783,922 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). The Company grants awards under the STIP and LTIP under its equity incentive plans in effect at the time of the award. The stock options currently outstanding were granted under DeepGreen’s equity incentive plan. No new stock options have been granted under the Company’s Plan. A continuity schedule of the Company’s stock options in the Company’s STIP is as follows: Weighted Aggregate Weighted average intrinsic average Number of exercise value of contractual Options price per stock life Outstanding option options (years) Outstanding – December 31, 2019 19,656,145 $ 0.60 $ 49,231 7.28 Granted 1,610,776 2.00 Expired (115,786) 0.30 Cancelled/Forfeited (2,995,968) 0.65 Exercised (2,605,190) 0.35 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 (57,893) 0.65 Exercised (6,310,593) 0.67 Outstanding – December 31, 2021 15,503,748 $ 1.40 $ 17,415 6.33 Vested and expected to vest – December 31, 2021 15,503,748 $ 1.40 $ 17,415 6.33 Vested and exercisable – December 31, 2021 14,175,425 $ 0.94 $ 17,406 6.32 A summary of the Company’s stock options granted and outstanding under the Company’s STIP as at December 31, 2021 is as follows: Weighted average Number of Number of life to expiry Options Options Expiry Date Exercise price (years) Outstanding Exercisable March 5, 2022 $ 0.65 0.18 634,541 634,541 March 5, 2023 $ 2.59 1.18 405,251 270,167 March 31, 2024 $ 0.65 2.25 73,811 73,811 March 5, 2025 $ 8.64 3.18 405,251 — December 31, 2025 $ 0.65 4.00 11,578 11,578 February 2, 2026 $ 0.65 4.09 57,893 57,893 February 17, 2026 $ 0.22 - $0.52 4.13 448,861 448,861 June 1, 2028 $ 0.65 - $8.64 6.42 12,192,914 11,404,926 June 30, 2028 $ 2.59 6.50 1,273,648 1,273,648 15,503,748 14,175,425 The total grant date fair value of STIP stock options that vested during the year ended December 31, 2021, was $30.7 million. As at December 31, 2021, total unrecognized share-based compensation expense of $2.7 million is expected to be recognized over a weighted-average recognition period of approximately one year. During the year ended December 31, 2021, the Company granted 9,783,922 stock options under its LTIP. These 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 December 31, 2021 was $14.0 million. None of the LTIP stock options were exercisable on December 31, 2021. The Company expects LTIP options to vest as and when the market and performance milestones described below are achieved. As at December 31, 2021, total unrecognized share-based compensation expense for the LTIP stock options was $30.1 million. As at December 31, 2021, the fair value of the Company’s common shares was $2.08 per share. As at December 31, 2021, the Company used the closing market price of its common shares to determine the intrinsic value of outstanding stock options. Prior to closing of the Business Combination on 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 the PWERM by first defining the range of potential future liquidity outcomes, including the share price used for its most recent private placements and the share price used for the Business Combination, then allocating its value based on the probability of that event occurring. 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 year ended December 31, 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 exercise prices ranging between $0.65 per share and $8.64 per share, and have vesting periods with 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 share price volatility 89.4 % Expected life of options 3.7 years Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Estimated per share fair value of the Company’s common shares $ 6.05 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 December 31, 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 using the following weighted average assumptions: Tranche 1 and Tranche 2 1 Tranche 3 2 Tranche 4 2 Expected stock price volatility 91.0 % 91.2 % 91.2 % Expected life of options (years) 7.3 years 5.2 years 5.4 years Risk-free interest rate 1.3 % 0.8 % 0.9 % Expected dividend yield 0.0 % 0.0 % 0.0 % Estimated per share fair value of the Company’s common shares $ 6.05 $ 6.05 $ 6.05 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 share 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 year ended December 31, 2021, the Company recognized $59.3 million of share-based compensation expense for stock options in the statement of loss and comprehensive loss (2020: $4.1 million). Share-based compensation expense for stock options totaling $32.7 million related to general and administration matters were charged to the statement of loss and comprehensive loss for the year ended December 31, 2021 (2020: $3.3 million). The Company recorded a total of $26.6 million of share -based compensation expense for stock options related to exploration and evaluation activities for the year ended December 31, 2021 (2020: $0.8 million). Restricted Share Units The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan, whether to the STIP, the LTIP or otherwise. During the year ended December 31, 2021, the Company granted 3,556,224 RSUs vesting in thirds on each anniversary of the grant date, 398,438 RSUs vesting in fourths on each anniversary of the grant date and 173,216 RSUs vesting immediately on grant date. On each vesting date, RSU holders are entitled to receive 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 $1.0 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2021, of which $0.4 million was recorded in exploration and evaluation expenses and $0.6 million was recorded in general and administrative expenses. As at December 31, 2021, total unrecognized share-based compensation expense for RSUs was $12.3 million. A summary of the RSU activity is presented in the table below: Weighted Number of average grant- RSUs date fair value Outstanding per RSU Outstanding – December 31, 2020 — $ — Granted 4,127,878 3.29 Forfeited (8,032) 12.45 Exercised (173,216) 2.30 Outstanding – December 31, 2021 3,946,630 $ 3.31 The grant date fair value of RSUs is equivalent to the closing share price of the Company’s common shares on the date of grant. As at December 31, 2021, there were no RSUs vested and exercisable. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share | |
Loss per share | 17. Basic loss per share is computed by dividing the loss by the weighted-average number of common shares 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 these are 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 equivalent common shares were as follows: For the year ended For the year ended December 31, December 31, 2021 2020 Outstanding options to purchase common shares 25,287,670 15,549,977 Outstanding RSUs 3,946,630 — Outstanding warrants 36,078,620 — Outstanding Special Shares and options to purchase Special Shares 136,239,964 — Total anti-dilutive common equivalent shares 201,552,884 15,549,977 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 18. 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 year ended December 31, 2021 totaled $275 thousand (2020: $275 thousand), and are disclosed as external consulting and exploration labor within exploration and evaluation expenses (Note 11). As at December 31, 2021, the amount payable to SSCS was $23 thousand (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 year ended December 31, 2021 amounted to $375 thousand (2020: $367 thousand), and are disclosed as exploration labor within exploration and evaluation expenses (Note 11). As at December 31, 2021, the amount payable to Ocean Renaissance was $nil $nil |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingent Liabilities | |
Commitments and Contingent Liabilities | 19. NORI Exploration Contract As part of the NORI Exploration Contract with the ISA (Note 11), NORI submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. NORI had committed to spend $5 million over the five-year period from 2017 to 2021, which it has exceeded. The periodic review report included a summary of work completed over the 5-year period and a program of activities and estimated budget for the next five-year period. The report is being reviewed by the ISA. Marawa Exploration Contract As part of DGE’s Marawa Option Agreement and Services Agreement with Marawa with respect to the Marawa Area (Note 11), Marawa committed to spend a defined amount of funds on exploration activities on an annual basis. The commitment for fiscal 2021 and 2020 was Australian dollar $2 million and Australian dollar $1 million, respectively. The spending commitment for both years has been exceeded. The commitment for fiscal 2022, 2023 and 2024 is Australian dollar $1 million, Australian dollar $3 million and Australian dollar $2 million, respectively. Such commitment is negotiated with the ISA as part of the five-year plans submissions and is subject to regular periodic reviews. TOML Exploration Contract As part of the TOML Exploration Contract, TOML submitted a periodic review report to the ISA in 2021, covering the 2017-2021 period. The periodic review report included a summary of work completed over the five-year period and a program of activities and estimated budget for the next five-year period. TOML had committed to spend $30.0 million over the five-year period from 2017 to 2021. Such commitment has flexibility where the amount can be reduced by the ISA and such reduction would be dependent upon various factors including the success of the exploration programs and the availability of funding. For the 2021 year, the Company has spent approximately $8.1 million in connection with the TOML Exploration Contract, bringing the five-year total spend to approximately $13.3 million, from 2017 to 2021. Discussions with the ISA are underway to review the progress achieved to date and agree on program activities for the next 5-years. 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 a 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 reasonable direct costs incurred by Tonga to administer the obligations of Tonga to the ISA. On September 23, 2021, the Company and Tonga updated the TOML Sponsorship Agreement harmonizing the terms of its engagement with TOML with those held by NORI with Nauru. Contingent Liability 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 Tran v. TMC the Metals Company, Inc |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 20. For the year ended For the year ended December 31, December 31, Non-Cash Investing and Financing Activities 2021 2020 Common shares issued to settle previous services (Note 11) $ 13,103 $ 6,410 Common shares issued for TOML Acquisition (Note 7) $ — $ 28,000 Additional contribution from Allseas (Note 11) $ — $ 8,333 Conversion of debentures (Note 13) $ 27,003 $ — Financing stock options issued (Note 16) $ — $ 397 |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2021 | |
Segmented Information | |
Segmented Information | 21. 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: Equipment December 31, 2021 December 31, 2020 Nauru $ 1,246 $ 1,292 Singapore 158 — Tonga 10 15 North America 2 3 Total $ 1,416 $ 1,310 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 22. Reconciliation of Effective Tax Rate The Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2020 and 2021 at a rate of 27%. The Company had no assessable profit in Canada for all periods disclosed. The income tax expense at statutory rates for the Company can be reconciled to the reported loss for the years 2021 and 2020 per the statement of loss and comprehensive loss as follows: For the year ended For the year ended December 31, December 31, 2021 2020 Net loss for the year $ (141,299) $ (56,631) Canadian Federal and Provincial income tax rates 27.00 % 27.00 % Income tax recovery based on the above rates $ (38,151) $ (15,290) Permanent differences 8,597 981 Effect of differences in future and foreign tax rates 22,721 11,152 Foreign exchange and other 1 (142) Expiry of losses as a result of the Business Combination (Note 6) 9,181 — Valuation allowance changes affecting the provision of income taxes (2,349) 3,299 Total income taxes $ — $ — The Company currently has no uncertain tax positions and is therefore not reflecting any adjustments. Components of the Company’s deferred income tax assets/(liabilities) are as follows: December 31, 2021 December 31, 2020 Deferred Tax Assets Non-capital losses $ 7,409 $ 10,925 Capital losses and other — 70 Equipment 90 5 Share issuance costs 10 75 Total deferred income tax assets $ 7,509 $ 11,075 Valuation allowance (7,509) (11,075) Deferred tax asset recognized $ — $ — Deferred Tax Liability Difference between the book value and the tax basis of the TOML exploration contract (Note 7) $ (10,675) $ (10,675) Deferred tax liability recognized $ (10,675) $ (10,675) Deductible temporary differences, unused tax losses and unused tax credits are as follows: December 31, 2021 December 31, 2020 Expiry Date Range Non-capital losses $ 33,645 $ 45,313 See below Capital losses $ — $ 520 Not applicable Equipment $ 333 $ 19 Not applicable Share issuance costs $ 37 $ 276 Not applicable As at December 31, 2021, the Company had non-capital loss carry-forwards of $34 million that may be used to offset future taxable income. Non-capital losses incurred in Canada prior to closing of the Business Combination (Note 6) have been restricted upon the acquisition of control event and may no longer be available to offset future taxable income. These losses, if not utilized, will expire as follows: Canada United States Singapore Tonga 2035 $ — $ 2 $ — $ — 2041 2,675 — — — No expiry — — 13,230 17,738 Loss carry-forwards $ 2,675 $ 2 $ 13,230 $ 17,738 As at December 31, 2020, the non-capital loss carry-forwards of $45 million pertained to the following: Canada United States Singapore Tonga Loss carry-forwards $ 20,704 $ 3 $ 10,214 $ 14,392 The Company files income tax returns in Canada, the United States, Singapore and Tonga, and is subject to examination in these jurisdictions for all years since the Company’s inception in 2011. As at December 31, 2021, all tax years are subject to examination by the tax authorities and no tax authority audits are currently underway. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized. The timing of the resolution, settlement and closure of any income tax audits is highly uncertain, and the Company is unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. It is possible that the balance of gross unrecognized tax benefits could significantly change in the next twelve months. As at December 31, 2021, the 2021 tax year filings for the Company and its subsidiaries (where applicable) remain unfiled and have not been assessed by the relative tax authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 23. On March 16, 2022, the Company’s subsidiary NORI and Allseas entered into a non-binding term sheet which contemplates an upgrade of the PMTS into a commercial nodule collection system and commercial operation of this system in NORI Area D. The terms are subject to negotiation between NORI and Allseas and if successful, may result in amendments to the existing Strategic Alliance Agreement (Note 11). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Foreign Currencies | i. Foreign Currencies The functional currency is the currency of the primary economic environment in which the entity operates. The functional currency of the Company and all its subsidiaries is the U.S. Dollar, except for NEAT and NHEF, whose functional currency is the Australian Dollar. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated into the functional currency at the rates prevailing at that date. Non-monetary assets and liabilities carried at fair value that are denominated in currencies other than the U.S. Dollar are translated at rates prevailing at the date when the fair value was determined. All gains and losses on translation of these foreign currency transactions are included in the statements of loss and comprehensive loss. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. For consolidation purposes, the assets and liabilities of entities with functional currencies other than the US Dollar are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period. The resulting changes are recognized in accumulated other comprehensive loss within equity as currency translation differences. |
Use of Estimates | ii. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these 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 16) and the common shares issued to Maersk (Notes 11 and 15), as well as the valuation of warrants liability (Note 14). Actual results could differ materially from those estimates. |
Loss Per Share | iii. Loss Per Share Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding during the year. The computation of diluted loss per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on the loss per share. The dilutive effect of convertible securities is reflected in the diluted loss per share by application of the “if converted” method. The dilutive effect of outstanding options and their equivalents is reflected in the diluted loss per share by application of the treasury stock method. |
Financial Instruments | iv. Financial Instruments Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired, or have been transferred, and the Company has transferred substantially all risks and rewards of ownership. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled, or expires. The Company’s financial instruments consists of cash and cash equivalents, receivables, accounts payable and accrued liabilities, and deferred acquisition costs which are recorded at amortized cost as well as warrants to acquire common shares of the Company which are measured at fair value. |
Fair Value of Financial Instruments | v. 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 U.S. 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 years ended December 31, 2021 and 2020. As at December 31, 2021 and 2020, the carrying values of cash and cash equivalents, receivables, accounts payable and accrued expenses and deferred acquisition costs approximate their fair values due to the short-term nature of these instruments. |
Cash and Cash Equivalents | vi. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and term deposits with a remaining term to maturity at acquisition of three months or less. As at December 31, 2021 and 2020, the Company had no cash equivalents. |
Equipment | vii. Equipment Equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits from such assets will flow to the Company and the cost of such assets can be measured reliably. The carrying amount of an asset is derecognized when it is replaced or taken out of service. Repairs and maintenance costs are charged to the statement of loss and comprehensive loss during the period they are incurred. The major categories of equipment are amortized on a declining balance basis as follows: Exploration and other equipment 30 % Office equipment 30 % The Company allocates the amount initially recognized to each asset’s significant components and depreciates each component separately. Amortization methods and useful life of the assets are reviewed at each financial period end and adjusted on a prospective basis, if required. Gains and losses on disposals of equipment are determined by comparing the proceeds with the carrying amount of the asset and are included in the statement of loss and comprehensive loss. |
Leases | viii. Leases The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. The Company does not have any finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term. Interest expense on finance lease liabilities is recognized over the lease term in interest expense. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company elected to apply the short-term lease recognition exemption to all of its lease arrangements and recorded an expense of $132 (2020: $117) for lease payments during the year ended December 31, 2021 relating to office premises and employee accommodations. Such lease expense is disclosed under general and administrative expenses within the statement of loss and comprehensive loss and forms part of cash flow from operating activities. |
Exploration Contracts | ix. Exploration Contracts The Company is in the exploration stage with respect to its investment in exploration contracts and follows the practice of capitalizing costs related to the acquisition of such exploration contracts. The cost of exploration contracts will be charged to operations using a unit-of-production method based on proven and probable reserves once commercial production commences in the future. |
Exploration and Evaluation Expenses | x. Exploration and Evaluation Expenses The Company expenses all costs related to exploration and development of exploration contracts. Such exploration and development costs include, but are not limited to, exploration contract management, geological, geochemical and geophysical studies, environmental studies and process development. |
Share-Based Compensation | xi. Share-Based Compensation Share-based compensation is measured at the grant date based on the fair value of the award and is recognized over the requisite service period. Share-based compensation costs are charged to exploration and evaluation expenses or general and administrative expenses in the statement of loss and comprehensive loss. The Company recognizes forfeiture of any awards as they occur. The Company records share-based compensation from the issuance of stock options and restricted share units (“RSUs”) to employees with service-based conditions using the accelerated attribution method. For stock options issued with performance conditions (Note 16), the Company recognizes share-based compensation cost when the specific performance targets become probable of being achieved using the accelerated attribution method. When these costs relate to equity financing, they are netted against share capital as a share issuance cost. The fair value of stock option awards with only service and/or performance conditions is estimated on the grant date using a Black-Scholes option-pricing model. For stock options issued with market conditions (Note 16), the Company recognizes share-based compensation cost over the expected achievement period for the related market capitalization milestone determined on the grant date. If the related market capitalization milestone is achieved earlier than its expected achievement period, then any unamortized share-based compensation cost for that milestone is recognized at that time. The fair value of market-based stock option awards is estimated on the grant date using Monte-Carlo simulations. The Company at times grants common shares, stock options or RSUs in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided. |
Warrants Liability | xii. Warrants Liability 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 U.S. GAAP Accounting Standard Coding (“ASC”) 480, Distinguishing Liability from Equity, and ASC 815, Derivatives and Hedging. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for the Public Warrants and Private Warrants (as defined below) in accordance with the guidance contained in ASC 815 (Subtopic 40), Derivative and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), and the U.S. Securities and Exchange Commission (“SEC”) Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SEC Statement”), under which, subsequent to the Business Combination, the 15,000,000 common share warrants issued by SOAC as part of the units offered in its initial public offering (“Public Warrants”) were determined to meet the criteria for equity classification, while the 9,500,000 private placement common share warrants issued by SOAC in a private placement simultaneously with the closing of the initial public offering (“Private Warrants”) did not meet the criteria for equity classification and must be recorded as liabilities. Specifically, the terms of the Private Warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a Private Warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the Private Warrants from being classified in equity and should be classified as a liability. Accordingly, the Company classified the Private Warrants as liabilities measured at fair value and adjusts the Private Warrants to their fair value at the end of each reporting period. The warrant liability is subject to re-measurement at each balance sheet date until exercised with any changes in fair value being recognized in the Company’s statement of loss and comprehensive loss. |
Valuation of warrants liability | iii. Valuation of Warrants Liability The Company re-measures the fair value of the Private Warrants at the end of each reporting period. The fair value of the Private Warrants was estimated using a Black-Scholes option pricing model whereby the expected volatility was estimated using a binomial model based on consideration of the implied volatility from the Company’s Public Warrants adjusted to account for the call feature of the Public Warrants at prices above $18.00 during 20 trading days within any 30-trading day period. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation | |
Summary of principal subsidiaries of the Company, their activities, and their geographic locations | Proportion of Interest Held Subsidiary Principal Activity Location by the Company DeepGreen Metals ULC Mineral exploration Canada 100% DeepGreen Engineering Pte. Ltd. Mineral exploration Singapore 100% DeepGreen Resources, LLC Holding Company USA 100% Nauru Ocean Resources Inc. Mineral exploration Republic of Nauru 100% Nauru Education and Training Foundation Inc. (“NEAT”) Holding Company Republic of Nauru 100% Nauru Health and Environment Foundation Inc. (“NHEF”) Holding Company Republic of Nauru 100% Tonga Offshore Mining Ltd. Mineral exploration Kingdom of Tonga 100% Koloa Moana Resources Ltd. Holding Company Canada 100% Offshore Minerals Pty. Ltd. Mineral exploration Australia 100% DeepGreen TOML Singapore Pte. Ltd. Mineral exploration Singapore 100% DeepGreen TOML Holding 1 Ltd. Holding Company British Virgin Islands 100% DeepGreen TOML Holding 2 Ltd. Holding Company British Virgin Islands 100% The Metals Company Australia Pty Ltd Dormant Australia 100% TMC The Metals Company UK Limited Dormant United Kingdom 100% |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Summary of Major Categories of Equipment Which are Amortized on Declining Balance Basis [Table Text Block] | Exploration and other equipment 30 % Office equipment 30 % |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination | |
Summary of the Special Shares and their respective vesting thresholds, assuming the full amount of Special Shares from Rollover Options are issued | Special Share Class A B C D E F G H I J Share Trigger price ($) 15 25 35 50 75 100 150 200 50 12 Special Shares (million) 5 10 10 20 20 20 25 25 0.5 0.7 |
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) | 12 Months Ended |
Dec. 31, 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) 28,000 Transaction costs paid 47 Deferred acquisition costs 3,440 Total acquisition cost $ 32,047 Allocated to: Equipment 21 Exploration contracts (Note 11) 42,701 Deferred tax liability 1 (10,675) Net assets acquired $ 32,047 1. A deferred tax liability was recognized by the Company on the acquisition which related to differences between the book value and the tax basis of the TOML exploration contract. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments | |
Schedule of categories of financial instruments | December 31 2021 December 31 2020 Financial assets Amortized cost Cash $ 84,873 $ 10,096 Receivables — 38 $ 84,873 $ 10,134 Financial liabilities Amortized cost Accounts payable and accrued liabilities $ 26,573 $ 4,316 Deferred acquisition costs — 3,440 Fair value through profit or loss Warrants liability 3,126 — $ 29,699 $ 7,756 |
Receivables and Prepayments (Ta
Receivables and Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables And Prepayments. | |
Schedule of receivables and prepayments | December 31 2021 December 31 2020 Taxes and other receivables $ 64 $ 56 Prepayments 3,622 73 $ 3,686 $ 129 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | |
Schedule of equipment | Exploration and Cost other equipment Office equipment Total December 31, 2019 $ 2,219 $ 21 $ 2,240 TOML Acquisition (Note 7) 21 — 21 December 31, 2020 2,240 21 2,261 Additions 560 — 560 December 31, 2021 $ 2,800 $ 21 $ 2,821 Accumulated depreciation December 31, 2019 $ (371) $ (17) $ (388) Amortization for the year (562) (1) (563) December 31, 2020 (933) (18) (951) Amortization for the year (453) (1) (454) December 31, 2021 $ (1,386) $ (19) $ (1,405) Net book value As at December 31, 2020 $ 1,307 $ 3 $ 1,310 As at December 31, 2021 $ 1,414 $ 2 $ 1,416 |
Exploration Contracts (Tables)
Exploration Contracts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Exploration Contracts. | |
Summary of reconciliation of the Company's exploration licenses | Marawa NORI Option TOML Contract Agreement Contract Total December 31, 2019 $ 250 $ 199 $ — $ 449 TOML Acquisition ( Note 7 — — 42,701 42,701 December 31, 2020 $ 250 $ 199 $ 42,701 $ 43,150 December 31, 2021 $ 250 $ 199 $ 42,701 $ 43,150 |
Schedule of breakdown of exploration expenses | NORI Marawa TOML Exploration Option Exploration For the year ended December 31, 2021 General Contract Agreement Contract Total Exploration labor $ — $ 2,769 $ 606 $ 672 $ 4,047 Offshore campaigns — 38,956 33 43 39,032 Share-based compensation (Note 16) — 17,116 4,401 5,453 26,970 Amortization — 448 — 4 452 External consulting 12 6,403 200 199 6,814 Travel, workshop and other — 1,064 123 254 1,441 PMTS — 11,400 1,425 1,425 14,250 $ 12 $ 78,156 $ 6,788 $ 8,050 $ 93,006 NORI Marawa TOML Exploration Option Exploration For the year ended December 31, 2020 General Contract Agreement Contract Total Exploration labor $ — $ 1,558 $ 722 $ 501 $ 2,781 Offshore campaigns — 23,119 2,619 2,255 27,993 Share-based compensation (Note 16) — 449 276 108 833 Amortization — 556 — 6 562 External consulting 40 2,829 650 649 4,168 Travel, workshop and other — 664 191 22 877 PMTS — 9,333 1,167 1,167 11,667 $ 40 $ 38,508 $ 5,625 $ 4,708 $ 48,881 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative Expenses. | |
Schedule of General and Administrative Expenses | For the year ended For the year ended December 31, December 31, 2021 2020 Professional and consulting fees $ 10,697 $ 2,049 Investor relations 6,204 858 Office and sundry 2,023 303 Salaries and wages 3,412 916 Director fees 404 195 Share-based compensation 33,370 3,263 Transfer agent and filing fees 82 6 Travel expenses 341 133 Other expenses 50 — General and Administration Expenses $ 56,583 $ 7,723 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of changes in the fair value of warrant liabilities | Private Warrants Warrants liability as at September 9, 2021 $ 12,501 Reduction in fair value of warrants liability (9,375) Warrants liability as at December 31, 2021 $ 3,126 |
Schedule of provides quantitative information regarding Level 3 fair value measurements | December 31, 2021 September 9, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 2.08 $ 10.62 Volatility 64.6 % 15.8 % Term 4.7 years 5.0 years Risk-free rate 1.2 % 0.8 % Dividend yield 0.0 % 0.0 % |
Common Shares (Tables)
Common Shares (Tables) | 12 Months Ended |
Dec. 31, 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 225,432,493 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 Amount December 31, 2019 163,331,904 $ 79,824 Private placement 6,553,409 20,376 Financing cost incurred – Cash — (28) Financing cost incurred - Stock option-based payments — (397) Issued for TOML Acquisition ( Note 7 9,005,595 28,000 Issued for services (Note 11) 7,997,496 24,866 Exercise of stock options 2,605,189 1,790 December 31, 2020 189,493,593 $ 154,431 Issued for services (Note 11) 4,432,606 26,960 Exercise of stock options 6,312,756 14,297 Conversion of restricted share units (Note 16) 173,216 399 Conversion of preferred shares to common shares 509,459 550 Issued in Business Combination (Note 6) 21,384,296 72,411 Conversion of debentures (Note 13) 3,126,567 27,003 December 31, 2021 225,432,493 $ 296,051 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Options (Tables) [Line Items] | |
Schedule of company estimated the realization of the vesting conditions | Weighted Aggregate Weighted average intrinsic average Number of exercise value of contractual Options price per stock life Outstanding option options (years) Outstanding – December 31, 2019 19,656,145 $ 0.60 $ 49,231 7.28 Granted 1,610,776 2.00 Expired (115,786) 0.30 Cancelled/Forfeited (2,995,968) 0.65 Exercised (2,605,190) 0.35 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 (57,893) 0.65 Exercised (6,310,593) 0.67 Outstanding – December 31, 2021 15,503,748 $ 1.40 $ 17,415 6.33 Vested and expected to vest – December 31, 2021 15,503,748 $ 1.40 $ 17,415 6.33 Vested and exercisable – December 31, 2021 14,175,425 $ 0.94 $ 17,406 6.32 |
Schedule of company's stock options outstanding | Weighted average Number of Number of life to expiry Options Options Expiry Date Exercise price (years) Outstanding Exercisable March 5, 2022 $ 0.65 0.18 634,541 634,541 March 5, 2023 $ 2.59 1.18 405,251 270,167 March 31, 2024 $ 0.65 2.25 73,811 73,811 March 5, 2025 $ 8.64 3.18 405,251 — December 31, 2025 $ 0.65 4.00 11,578 11,578 February 2, 2026 $ 0.65 4.09 57,893 57,893 February 17, 2026 $ 0.22 - $0.52 4.13 448,861 448,861 June 1, 2028 $ 0.65 - $8.64 6.42 12,192,914 11,404,926 June 30, 2028 $ 2.59 6.50 1,273,648 1,273,648 15,503,748 14,175,425 |
Short Term Incentive Plan | |
Stock Options (Tables) [Line Items] | |
Schedule of weighted average assumptions | 2021 Expected share price volatility 89.4 % Expected life of options 3.7 years Risk-free interest rate 0.5 % Expected dividend yield 0.0 % Estimated per share fair value of the Company’s common shares $ 6.05 |
Long Term Incentive Plan | |
Stock Options (Tables) [Line Items] | |
Schedule of weighted average assumptions | Tranche 1 and Tranche 2 1 Tranche 3 2 Tranche 4 2 Expected stock price volatility 91.0 % 91.2 % 91.2 % Expected life of options (years) 7.3 years 5.2 years 5.4 years Risk-free interest rate 1.3 % 0.8 % 0.9 % Expected dividend yield 0.0 % 0.0 % 0.0 % Estimated per share fair value of the Company’s common shares $ 6.05 $ 6.05 $ 6.05 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 share 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. |
Restricted Stock Units ("RSUs") | |
Stock Options (Tables) [Line Items] | |
Summary of the RSU activity | Weighted Number of average grant- RSUs date fair value Outstanding per RSU Outstanding – December 31, 2020 — $ — Granted 4,127,878 3.29 Forfeited (8,032) 12.45 Exercised (173,216) 2.30 Outstanding – December 31, 2021 3,946,630 $ 3.31 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss per Share | |
Schedule of anti-dilutive common equivalent shares | For the year ended For the year ended December 31, December 31, 2021 2020 Outstanding options to purchase common shares 25,287,670 15,549,977 Outstanding RSUs 3,946,630 — Outstanding warrants 36,078,620 — Outstanding Special Shares and options to purchase Special Shares 136,239,964 — Total anti-dilutive common equivalent shares 201,552,884 15,549,977 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Schedule of non cash investing and financing activities | For the year ended For the year ended December 31, December 31, Non-Cash Investing and Financing Activities 2021 2020 Common shares issued to settle previous services (Note 11) $ 13,103 $ 6,410 Common shares issued for TOML Acquisition (Note 7) $ — $ 28,000 Additional contribution from Allseas (Note 11) $ — $ 8,333 Conversion of debentures (Note 13) $ 27,003 $ — Financing stock options issued (Note 16) $ — $ 397 |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segmented Information | |
Schedule of equipment | Equipment December 31, 2021 December 31, 2020 Nauru $ 1,246 $ 1,292 Singapore 158 — Tonga 10 15 North America 2 3 Total $ 1,416 $ 1,310 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of tax expense at statutory rates for the Company reconciled to the reported loss for the year | For the year ended For the year ended December 31, December 31, 2021 2020 Net loss for the year $ (141,299) $ (56,631) Canadian Federal and Provincial income tax rates 27.00 % 27.00 % Income tax recovery based on the above rates $ (38,151) $ (15,290) Permanent differences 8,597 981 Effect of differences in future and foreign tax rates 22,721 11,152 Foreign exchange and other 1 (142) Expiry of losses as a result of the Business Combination (Note 6) 9,181 — Valuation allowance changes affecting the provision of income taxes (2,349) 3,299 Total income taxes $ — $ — |
Summary of deferred income taxes | December 31, 2021 December 31, 2020 Deferred Tax Assets Non-capital losses $ 7,409 $ 10,925 Capital losses and other — 70 Equipment 90 5 Share issuance costs 10 75 Total deferred income tax assets $ 7,509 $ 11,075 Valuation allowance (7,509) (11,075) Deferred tax asset recognized $ — $ — Deferred Tax Liability Difference between the book value and the tax basis of the TOML exploration contract (Note 7) $ (10,675) $ (10,675) Deferred tax liability recognized $ (10,675) $ (10,675) |
Summary of deductible temporary differences, unused tax losses and unused tax credits | December 31, 2021 December 31, 2020 Expiry Date Range Non-capital losses $ 33,645 $ 45,313 See below Capital losses $ — $ 520 Not applicable Equipment $ 333 $ 19 Not applicable Share issuance costs $ 37 $ 276 Not applicable |
Summary of non-capital loss carry-forwards that may be used to offset future taxable income | Canada United States Singapore Tonga 2035 $ — $ 2 $ — $ — 2041 2,675 — — — No expiry — — 13,230 17,738 Loss carry-forwards $ 2,675 $ 2 $ 13,230 $ 17,738 Canada United States Singapore Tonga Loss carry-forwards $ 20,704 $ 3 $ 10,214 $ 14,392 |
Nature of Operations (Details)
Nature of Operations (Details) - km² | Dec. 31, 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 |
Basis of Presentation (Details)
Basis of Presentation (Details) | Dec. 31, 2021 |
DeepGreem Metals ULC | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
DeepGreen Engineering Pte. Ltd. | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
DeepGreen Resources LLC Member | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Nauru Ocean Resources Inc. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Nauru Education and Training Foundation Inc. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Nauru Health and Environment Foundation Inc. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Tonga Offshore Mining Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Koloa Moana Resources Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Offshore Minerals Pty. Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
DeepGreen TOML Singapore Pte. Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
DeepGreen TOML Holding 1 Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
DeepGreen TOML Holding 2 Ltd. [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
The Metals Company Australia Pty Ltd [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
TMC The Metals Company UK Limited [Member] | |
Noncontrolling Interest [Line Items] | |
Proportion of Interest Held by the Company | 100.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policy [Line Items] | ||
Transfers amount of fair value measurement levels | $ 0 | $ 0 |
Cash and Cash Equivalents, at Carrying Value | 84,873,000 | 10,096,000 |
Cash | $ 0 | $ 0 |
Private warrants | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Number of warrants purchased | 9,500,000 | |
Public Warrants | ||
Summary Of Significant Accounting Policy [Line Items] | ||
Number of warrants purchased | 15,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income and Expenses, Lessee [Abstract] | ||
Expense for lease payments | $ 132 | $ 117 |
Exploration and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation rate | 30.00% | |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation rate | 30.00% |
Significant Accounting Estima_2
Significant Accounting Estimates and Judgements (Details) | 12 Months Ended |
Dec. 31, 2021D$ / shares | |
Significant Accounting Estimates and Judgements | |
Issue price per share | $ / shares | $ 18 |
Trading days for redemption of public warrants | 20 |
Consecutive trading days for redemption of public warrants | 30 |
Business Combination (Details)
Business Combination (Details) | 12 Months Ended |
Dec. 31, 2021DUSD ($)$ / sharesshares | |
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 | D | 20 |
Threshold consecutive trading day period for automatic conversion of special shares | D | 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 |
SOAC | Class I special shares | |
Business Acquisition [Line Items] | |
Threshold trading days within any thirty trading day period for automatic conversion of special shares | $ | 20 |
SOAC | Class I special shares | Maximum | |
Business Acquisition [Line Items] | |
Trigger price | $ / shares | $ 50 |
SOAC | Class H special shares | |
Business Acquisition [Line Items] | |
Threshold consecutive trading day period for automatic conversion of special shares | D | 30 |
SOAC | Class H special shares | Minimum | |
Business Acquisition [Line Items] | |
Trigger price | $ / shares | $ 12 |
DeepGreen | |
Business Acquisition [Line Items] | |
Number of shares issued on acquisition | 203,874,981 |
DeepGreen | Class I special shares | |
Business Acquisition [Line Items] | |
Trigger price | $ / shares | $ 50 |
DeepGreen | Class J special shares | |
Business Acquisition [Line Items] | |
Trigger price | $ / shares | 12 |
DeepGreen | Class H special shares | |
Business Acquisition [Line Items] | |
Trigger price | $ / shares | $ 200 |
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 |
SOAC Sponsor | Common shares | |
Business Acquisition [Line Items] | |
Number of shares issued on acquisition | 500,000 |
SOAC Sponsor | Class J special shares | |
Business Acquisition [Line Items] | |
Number of shares issued on acquisition | 700,000 |
Business Combination - Summary
Business Combination - Summary of the Special Shares and their respective vesting thresholds (Details) - DeepGreen shares in Millions | Dec. 31, 2021$ / sharesshares |
Class A special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 15 |
Special shares | shares | 5 |
Class B special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 25 |
Special shares | shares | 10 |
Class C special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 35 |
Special shares | shares | 10 |
Class D special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 50 |
Special shares | shares | 20 |
Class E special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 75 |
Special shares | shares | 20 |
Class F special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 100 |
Special shares | shares | 20 |
Class G special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 150 |
Special shares | shares | 25 |
Class H special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 200 |
Special shares | shares | 25 |
Class I special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 50 |
Special shares | shares | 0.5 |
Class J special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 12 |
Special shares | shares | 0.7 |
Business Combination - SOAC spo
Business Combination - SOAC sponsors (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
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 |
DeepGreen | |
Business Acquisition [Line Items] | |
Shares issued to the shareholders | shares | 203,874,981 |
DeepGreen | Class I special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 50 |
DeepGreen | Class J special shares | |
Business Acquisition [Line Items] | |
Share Trigger price | $ / shares | $ 12 |
Business Combination - Summar_2
Business Combination - Summary of reconciliation of cash proceeds from the Business Combination (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 |
Business Combination - Transact
Business Combination - Transaction costs and SOAC Shares (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 07, 2021 | Sep. 09, 2021 | Dec. 31, 2021 | Sep. 08, 2021 |
Business Acquisition [Line Items] | ||||
Transaction costs | $ 42.1 | |||
Ordinary stock, shares outstanding | 224,385,324 | |||
Number of shares redeemed | 27,278,657 | |||
Number of shares converted | 6,759,000 | |||
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 | |||
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% | |||
Number of shares converted | 6,800,000 | |||
SOAC | Common shares | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 3.5 | |||
Transaction costs settled in shares | 873,953 | |||
Common shares issued price | $ 0 | $ 0.0001 | ||
Conversion ratio | 1.00% | |||
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) | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition [Line Items] | |
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 |
Total TMC common shares outstanding at close of Business Combination | 224,385,324 |
DeepGreen | |
Business Acquisition [Line Items] | |
Shares issued to the shareholders | 203,874,981 |
Business Combination - Transa_2
Business Combination - Transaction costs related to the Business Combination (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Transaction costs | $ 42.1 |
Common shares | |
Business Acquisition [Line Items] | |
Transaction costs, incurred when closing of Business Combination | 36.7 |
General and administrative expenses | |
Business Acquisition [Line Items] | |
Transaction costs | $ 5.4 |
TOML Acquisition (Details)
TOML Acquisition (Details) - TOML Acquisition. - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | May 31, 2020 | Dec. 31, 2021 | Jan. 31, 2021 | |
Asset Acquisition [Line Items] | ||||
Total purchase price | $ 32,000 | |||
Purchase price | $ 32,047 | |||
Cash payment | $ 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 | |||
International Seabed Authority [Member] | ||||
Asset Acquisition [Line Items] | ||||
Payment to ISA | $ 100 | |||
Two Tranches Member | ||||
Asset Acquisition [Line Items] | ||||
Cash payment | $ 250 |
TOML Acquisition - Schedule of
TOML Acquisition - Schedule of net assets acquired as part of the TOML acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allocated to: | |||
Equipment | $ 1,416 | $ 1,310 | |
Exploration contracts (Note 11) | 43,150 | 43,150 | $ 449 |
Deferred tax liability(1) | (10,675) | $ (10,675) | |
TOML Acquisition. | |||
Asset Acquisition, Consideration Transferred [Abstract] | |||
Cash payments | 560 | ||
Common shares issued (9,005,595 common shares @ $3.11) | 28,000 | ||
Transaction costs paid | 47 | ||
Deferred acquisition costs | 3,440 | ||
Total acquisition cost | 32,047 | ||
Allocated to: | |||
Equipment | 21 | ||
Exploration contracts (Note 11) | 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 |
Financial Instruments - Schedul
Financial Instruments - Schedule of categories of financial instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized cost. | ||
Cash | $ 84,873 | $ 10,096 |
Receivables | 38 | |
Financial assets | 84,873 | 10,134 |
Amortized cost. | ||
Accounts payable and accrued liabilities | 26,573 | 4,316 |
Deferred acquisition costs | 0 | 3,440 |
Fair value through profit or loss Warrants liability | 3,126 | |
Financial liabilities | $ 29,699 | $ 7,756 |
Receivables and Prepayments (De
Receivables and Prepayments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables and Prepayments | ||
Taxes and other receivables | $ 64 | $ 56 |
Prepayments | 3,622 | 73 |
Total | $ 3,686 | $ 129 |
Equipment (Details)
Equipment (Details) - DeepGreen - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Equipment Line Items | ||
Balance | $ 2,261 | $ 2,240 |
Additions | 560 | |
TOML Acquisition (Note 7) | 21 | |
Balance | 2,821 | 2,261 |
Accumulated depreciation | ||
Balance | (951) | (388) |
Amortization for the year | (454) | (563) |
Balance | (1,405) | (951) |
Net book value | ||
Balance | 1,416 | 1,310 |
Exploration and other equipment [Member] | ||
Schedule Of Equipment Line Items | ||
Balance | 2,240 | 2,219 |
Additions | 560 | |
TOML Acquisition (Note 7) | 21 | |
Balance | 2,800 | 2,240 |
Accumulated depreciation | ||
Balance | (933) | (371) |
Amortization for the year | (453) | (562) |
Balance | (1,386) | (933) |
Net book value | ||
Balance | 1,414 | 1,307 |
Office Equipment [Member] | ||
Schedule Of Equipment Line Items | ||
Balance | 21 | 21 |
Additions | 0 | |
Balance | 21 | 21 |
Accumulated depreciation | ||
Balance | (18) | (17) |
Amortization for the year | (1) | (1) |
Balance | (19) | (18) |
Net book value | ||
Balance | $ 2 | $ 3 |
Exploration Contracts (Details)
Exploration Contracts (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 05, 2021 | Feb. 05, 2021 | Feb. 20, 2020 | Jul. 08, 2019 | Mar. 29, 2019 | Jan. 19, 2015 | Oct. 01, 2013 | Jul. 22, 2011 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Application fee | $ 607 | ||||||||||
Cash Settlement amount | $ 21,300 | 4,400 | |||||||||
Outstanding payables | $ 26,573 | 4,316 | |||||||||
Common shares issued (in shares) | 6.05 | ||||||||||
Total value | $ 296,051 | 154,431 | |||||||||
Total proceeds | 20,373 | ||||||||||
Payments to Acquire Mining Assets | 607 | ||||||||||
PMTS Agreement Amendment [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Common shares per share | $ 3.11 | ||||||||||
Additional common stock, shares (in Shares) | 3,200,000 | ||||||||||
Consideration for additional common stock shares | $ 10,000 | ||||||||||
Consideration amount | $ 10,000 | ||||||||||
Common stock, per share (in Dollars per share) | $ 3.11 | ||||||||||
Maersk Supply Service | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Aggregate amount | $ 4,600 | ||||||||||
Number of shares issued on acquisition | 4,200,000 | ||||||||||
Costs incurred for offshore campaigns | 33,900 | 25,600 | |||||||||
Cash Settlement amount | 4,200 | $ 4,700 | |||||||||
Outstanding payables | 11,300 | ||||||||||
Common shares issued (in shares) | 3.11 | ||||||||||
Remained outstanding value | 3,500 | ||||||||||
Completion of the PMTS | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Common shares issued (in shares) | 11,600,000 | ||||||||||
Consideration amount | $ 30,000 | ||||||||||
Maersk Supply Service | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Contractual price per share (in Dollars per share) | $ 1.08 | ||||||||||
Outstanding payables | $ 11,300 | $ 1,800 | |||||||||
Owned common shares (in Shares) | 20,800,000 | 16,600,000 | |||||||||
Common shares outstanding, percentage | 9.20% | 8.80% | |||||||||
Allseas | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Common shares per share | $ 12.95 | ||||||||||
Owned common shares (in Shares) | 16,200,000 | 14,200,000 | |||||||||
Common shares outstanding, percentage | 7.20% | 7.50% | |||||||||
Additional Common Stock Value | $ 150,000 | ||||||||||
Cost plus profit basis, percentage | 50.00% | ||||||||||
Additional common stock, shares (in Shares) | 3,200,000 | ||||||||||
Consideration amount | $ 30,000 | ||||||||||
Payment | $ 10,000 | ||||||||||
Research and Development Related Services | $ 14,300 | ||||||||||
Common stock, per share (in Dollars per share) | $ 12.95 | ||||||||||
Total proceeds | $ 20,000 | ||||||||||
Subscribed for common shares (in Shares) | 7,700,000 | ||||||||||
Metric tones of polymetallic nodules (in Grams) | 200,000 | ||||||||||
Allseas | Closing of the Business Combination | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Consideration amount | $ 10,000 | ||||||||||
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 | ||||||||||
Allseas | Completion of the PMTS | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Consideration amount | $ 10,000 | ||||||||||
Nauru Ocean Resources Inc [Member] | NORI Contract | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Application fee | $ 300 | ||||||||||
Term (in year) | 15 years | ||||||||||
Renewable for successive term | 5 years | ||||||||||
Payments to Acquire Mining Assets | $ 300 | ||||||||||
Marawa Research and Exploration Limited [Member] | Marawa Option Agreement | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Application fee | $ 300 | $ 300 | |||||||||
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 | ||||||||||
ISA exploration application fee will pay to the ISA, on behalf of Marawa | 300 | ||||||||||
Payments to Acquire Mining Assets | $ 300 | $ 300 | |||||||||
Tonga Off shore Mining Limited | TOML Contract | |||||||||||
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 Contracts - Reconci
Exploration Contracts - Reconciliation of the Company's explorations contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance at the beginning | $ 449 | |
TOML Acquisition (Note 7) | 42,701 | |
Balance at the end | 43,150 | |
Balance at ending | 43,150 | $ 43,150 |
NORI Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance at the beginning | 250 | |
TOML Acquisition (Note 7) | 0 | |
Balance at the end | 250 | |
Balance at ending | 250 | 250 |
Marawa Option Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance at the beginning | 199 | |
TOML Acquisition (Note 7) | 0 | |
Balance at the end | 199 | |
Balance at ending | 199 | 199 |
TOML Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance at the beginning | 0 | |
TOML Acquisition (Note 7) | 42,701 | |
Balance at the end | 42,701 | |
Balance at ending | $ 42,701 | $ 42,701 |
Exploration Contracts - Schedul
Exploration Contracts - Schedule of breakdown of exploration expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Break Down Of Exploration Expenses [Line Items] | ||
Exploration labor | $ 4,047 | $ 2,781 |
Offshore campaigns | 39,032 | 27,993 |
Share-based compensation (Note 16) | 26,970 | 833 |
Amortization | 452 | 562 |
External consulting | 6,814 | 4,168 |
Travel, workshop and other | 1,441 | 877 |
PMTS | 14,250 | 11,667 |
Exploration and evaluation expenses | 93,006 | 48,881 |
General | ||
Schedule Of Break Down Of Exploration Expenses [Line Items] | ||
External consulting | 12 | 40 |
Exploration and evaluation expenses | 12 | 40 |
NORI Exploration Contract | ||
Schedule Of Break Down Of Exploration Expenses [Line Items] | ||
Exploration labor | 2,769 | 1,558 |
Offshore campaigns | 38,956 | 23,119 |
Share-based compensation (Note 16) | 17,116 | 449 |
Amortization | 448 | 556 |
External consulting | 6,403 | 2,829 |
Travel, workshop and other | 1,064 | 664 |
PMTS | 11,400 | 9,333 |
Exploration and evaluation expenses | 78,156 | 38,508 |
Marawa Agreements | ||
Schedule Of Break Down Of Exploration Expenses [Line Items] | ||
Exploration labor | 606 | 722 |
Offshore campaigns | 33 | 2,619 |
Share-based compensation (Note 16) | 4,401 | 276 |
External consulting | 200 | 650 |
Travel, workshop and other | 123 | 191 |
PMTS | 1,425 | 1,167 |
Exploration and evaluation expenses | 6,788 | 5,625 |
TOML Exploration Contract | ||
Schedule Of Break Down Of Exploration Expenses [Line Items] | ||
Exploration labor | 672 | 501 |
Offshore campaigns | 43 | 2,255 |
Share-based compensation (Note 16) | 5,453 | 108 |
Amortization | 4 | 6 |
External consulting | 199 | 649 |
Travel, workshop and other | 254 | 22 |
PMTS | 1,425 | 1,167 |
Exploration and evaluation expenses | $ 8,050 | $ 4,708 |
General and Administrative Ex_3
General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | $ 56,583 | $ 7,723 |
Professional and consulting fees | ||
General and administrative expenses | 10,697 | 2,049 |
Investor relations | ||
General and administrative expenses | 6,204 | 858 |
Office and sundry | ||
General and administrative expenses | 2,023 | 303 |
Salaries and wages | ||
General and administrative expenses | 3,412 | 916 |
Director fees | ||
General and administrative expenses | 404 | 195 |
Share-based compensations | ||
General and administrative expenses | 33,370 | 3,263 |
Transfer agent and filing fees | ||
General and administrative expenses | 82 | 6 |
Travel expenses | ||
General and administrative expenses | 341 | $ 133 |
Other expenses | ||
General and administrative expenses | $ 50 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 09, 2021 | Feb. 18, 2021 | Feb. 28, 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 | ||
Reserved common shares (in Shares) | 3,068,673 | ||
Consisting principal amount | $ 25.5 | ||
Accrued interest | $ 1 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)D$ / sharesshares | Oct. 09, 2021$ / shares | |
Class of Warrant or Right [Line Items] | ||
Issue price per share | $ / shares | $ 18 | |
Trading days for redemption of public warrants | 20 | |
Consecutive trading days for redemption of public warrants | 30 | |
Warrant liability | $ | $ 3,126 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 15,000,000 | |
Exercise price of warrants | $ / shares | $ 0.365 | $ 11.50 |
Outstanding Public Warrants | $ | $ 19,500 | |
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for calculating the average closing price | 10 | |
Public Warrants | Minimum | ||
Class of Warrant or Right [Line Items] | ||
Trading days for redemption of public warrants | 20 | |
Public Warrants | Maximum | ||
Class of Warrant or Right [Line Items] | ||
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] | ||
Issue price per share | $ / shares | $ 18 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding | shares | 9,500,000 | |
Outstanding Public Warrants | $ | $ 3,100 | |
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.01 | |
Threshold trading days for calculating the average closing price | 10 | |
Allseas Warrants | PMTS is completed by September 30, 2023 | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants purchased | shares | 11.6 | |
Allseas Warrants | PMTS is completed after September 30, 2025 | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability | $ | $ 5,800 |
Warrants - Fair value of warran
Warrants - Fair value of warrant liabilities (Details) - Private warrants $ in Thousands | 4 Months Ended |
Dec. 31, 2021USD ($) | |
Financing Receivable, Impaired [Line Items] | |
Warrant liability as at September 9, 2021 | $ 12,501 |
Reduction in fair value of warrants liability | (9,375) |
Warrant liability as at September 30, 2021 | $ 3,126 |
Warrants - Level 3 fair value m
Warrants - Level 3 fair value measurements (Details) - $ / shares | Sep. 09, 2021 | Dec. 31, 2021 |
Volatility | 89.40% | |
Term | 3 years 7 months | |
Risk-free rate | 0.50% | |
Dividend yield | 0.00% | |
Private Warrants | Fair Value Level 3 [Member] | ||
Exercise price | $ 11.50 | $ 11.50 |
Share price | $ 10.62 | $ 2.08 |
Volatility | 15.80% | 64.60% |
Term | 5 years | 4 years 8 months 12 days |
Risk-free rate | 0.80% | 1.20% |
Dividend yield | 0.00% | 0.00% |
Common Shares (Details)
Common Shares (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | |
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 | |
Class B Preferred Shares | ||
Class of Stock [Line Items] | ||
Preference shares, shares outstanding | 509,459 | |
Minimum | ||
Class of Stock [Line Items] | ||
Trigger price | 15 | |
Maximum | ||
Class of Stock [Line Items] | ||
Trigger price | 200 |
Common Shares - Schedule of aut
Common Shares - Schedule of authorized, issued and outstanding common shares and special shares (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Authorized And Issued Shares Capital [Line Items] | ||
Ordinary shares, issued | 225,432,493 | 189,493,593 |
Ordinary shares, outstanding | 224,385,324 | |
Class A special shares | ||
Schedule Of Authorized And Issued Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 Shares 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Number of beginning balance | 189,493,593 | |
Balance | $ 36,254 | $ 8,188 |
Amount of private placement | 20,376 | |
Amount of financing cost incurred - Cash | (28) | |
Amount of Exercise of stock options | 4,236 | 919 |
Amount of Issued in Business Combination | $ 91,911 | $ 28,000 |
Number of ending balance | 225,432,493 | 189,493,593 |
Balance | $ 92,751 | $ 36,254 |
Common shares | ||
Class of Stock [Line Items] | ||
Number of beginning balance | 189,493,593 | 163,331,904 |
Balance | $ 154,431 | $ 79,824 |
Number of private placement (in Shares) | 6,553,409 | |
Amount of private placement | $ 20,376 | |
Amount of financing cost incurred - Cash | (28) | |
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 | $ 14,297 | $ 1,790 |
Conversion of restricted share units (in shares) | 173,216 | |
Conversion of restricted share units | $ 399 | |
Number Of conversion of preferred shares to common shares (in Shares) | 509,459 | |
Amount of conversion of preferred shares to common shares | $ 550 | |
Number Of Issued in Business Combination (in Shares) | 21,384,296 | 9,005,595 |
Amount of Issued in Business Combination | $ 72,411 | $ 28,000 |
Number Of Conversion Of Debentures (in Shares) | 3,126,567 | |
Amount of Conversion of debentures | $ 27,003 | |
Number of ending balance | 225,432,493 | 189,493,593 |
Balance | $ 296,051 | $ 154,431 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | Mar. 04, 2021 | Feb. 26, 2021 | Feb. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2031 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock Options (Details) [Line Items] | ||||||||
Stock option number of shares outstanding (in Shares) | 15,503,748 | |||||||
Number of stock options granted (in Shares) | 6,373,203 | 1,610,776 | ||||||
Number of stock options exercise price (in Dollars per share) | $ 2.10 | $ 2 | ||||||
Fair value of stock options vested | $ 46,777 | $ 568,120 | ||||||
Exercise price (in Dollars per share) | $ 0.22 | |||||||
Common share options to employees granted (in Shares) | 0 | |||||||
Weighted-average recognition period | 7 years 3 months 10 days | |||||||
Exploration and evaluation expenses | $ 93,006,000 | $ 48,881,000 | ||||||
General and administrative expenses | 56,583,000 | 7,723,000 | ||||||
Aggregate Intrinsic value of stock options, Vested and exercisable | 17,406,000 | |||||||
Minimum | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Exercise price (in Dollars per share) | $ 0.22 | |||||||
Option expire date | Feb. 17, 2026 | |||||||
Maximum | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Exercise price (in Dollars per share) | $ 0.65 | |||||||
Option expire date | Feb. 26, 2026 | |||||||
Short Term Incentive Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Total grant date fair value of options vested | 30,700,000 | |||||||
Fair value of stock options vested | $ 5,758,306 | |||||||
Share-based compensation expense | $ 2,700,000 | |||||||
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] | ||||||||
Vesting periods | 3 years | |||||||
Exercise price (in Dollars per share) | $ 8.64 | |||||||
Long Term Incentive Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Number of stock options outstanding (in Shares) | 9,783,922 | |||||||
Number of stock options granted (in Shares) | 9,783,922 | |||||||
Number of stock options exercise price (in Dollars per share) | $ 0.65 | |||||||
Intrinsic value of stock option | $ 14,000,000 | |||||||
Fair value of stock options vested | $ 9,783,922 | |||||||
Exercise price (in Dollars per share) | $ 0.65 | |||||||
Share option-based payments expense | $ 3,900,000 | |||||||
Share-based compensation expense | $ 30,100,000 | |||||||
Restricted stock units | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Granted | 4,127,878 | |||||||
Common Share options-based payments | $ 1,000 | |||||||
Exploration and evaluation expenses | 400,000 | |||||||
General and administrative expenses | 600,000 | |||||||
Unrecognized share-based compensation expense | 12,300,000 | |||||||
Aggregate Intrinsic value of stock options, Vested and exercisable | 0 | |||||||
Equity Option [Member] | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Share option-based payments expense | 59,300,000 | 4,100,000 | ||||||
Share Option One | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Intrinsic value of stock option | $ 39,400,000 | |||||||
Common stock of per shares (in Dollars per share) | $ 2.08 | |||||||
Share option-based payments expense | $ 32,700,000 | 3,300,000 | ||||||
Share Option Two | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Share option-based payments expense | 26,600,000 | $ 800,000 | ||||||
Vesting Thirds anniversary of the grant date | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Market Capitalizations | $ 3,000,000,000 | |||||||
Derived per share (in Dollars per share) | $ 5.59 | |||||||
Derived service periods | 3 months 29 days | |||||||
Vesting Thirds anniversary of the grant date | Long Term Incentive Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Dividend rate percentage | 25.00% | |||||||
Vesting Thirds anniversary of the grant date | Restricted stock units | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Granted | 3,556,224 | |||||||
Vesting Fourth anniversary of the grant date | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Market Capitalizations | $ 6,000,000,000 | |||||||
Derived per share (in Dollars per share) | $ 5.42 | |||||||
Derived service periods | 1 year 4 months 28 days | |||||||
Vesting Fourth anniversary of the grant date | Long Term Incentive Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Dividend rate percentage | 35.00% | |||||||
Vesting Fourth anniversary of the grant date | Restricted stock units | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Granted | 398,438 | |||||||
Vesting immediately on grant date | Long Term Incentive Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Dividend rate percentage | 20.00% | |||||||
Vesting immediately on grant date | Restricted stock units | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Granted | 173,216 | |||||||
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] | ||||||||
Number of stock options outstanding (in Shares) | 15,503,748 | |||||||
Weighted-average recognition period term | 1 year | |||||||
Long Term Incentive Plan | Vesting Thirds anniversary of the grant date | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Market Capitalizations | $ 3,000,000,000 | |||||||
Long Term Incentive Plan | Vesting Fourth anniversary of the grant date | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Market Capitalizations | $ 6,000,000,000 | |||||||
2021 Incentive Equity Plan | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Aggregate number of common shares reserved for issuance under the plan | 24,682,386 | |||||||
Common Shares issued and outstanding percentage | 4.00% | |||||||
2021 Incentive Equity Plan | Non-employee directors | ||||||||
Stock Options (Details) [Line Items] | ||||||||
Stock option number of shares outstanding (in Shares) | 2,243,853 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of company's stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-Based Compensation | |||
Options Outstanding, beginning balance | 15,549,977 | 19,656,145 | |
Weighted average exercise price per option, beginning balance | $ 0.80 | $ 0.60 | |
Aggregate Intrinsic value of stock options, beginning balance | $ 36,126 | $ 49,231 | |
Weighted average contractual life (years), beginning balance | 7 years 3 months 10 days | ||
Options Outstanding, Cancelled | (57,893) | (2,995,968) | |
Weighted average exercise price per option, Cancelled | $ 0.65 | $ 0.65 | |
Options Outstanding, Expired | (50,946) | (115,786) | |
Weighted average exercise price per option, Expired | $ 0.39 | $ 0.30 | |
Options Outstanding, Granted | 6,373,203 | 1,610,776 | |
Weighted average exercise price per option, Granted | $ 2.10 | $ 2 | |
Options Outstanding, Exercised | (6,310,593) | (2,605,190) | |
Weighted average exercise price per option, Exercised | $ 0.67 | $ 0.35 | |
Options Outstanding, ending balance | 15,503,748 | 15,549,977 | 19,656,145 |
Weighted average exercise price per option, ending balance | $ 1.40 | $ 0.80 | $ 0.60 |
Aggregate Intrinsic value of stock options, ending balance | $ 17,415 | $ 36,126 | $ 49,231 |
Weighted average contractual life (years), ending balance | 6 years 3 months 29 days | 7 years 4 months 2 days | |
Options Outstanding, Vested and expected to Vest | 15,503,748 | ||
Weighted average exercise price, Vested and expected to Vest | $ 1.40 | ||
Aggregate Intrinsic value of stock options, Vested and expected to Vest | $ 17,415 | ||
Weighted average contractual life (years), Vested and expected to Vest | 6 years 3 months 29 days | ||
Options Outstanding, Vested and exercisable | 14,175,425 | ||
Weighted average exercise price, Vested and exercisable | $ 0.94 | ||
Aggregate Intrinsic value of stock options, Vested and exercisable | $ 17,406 | ||
Weighted average contractual life (years), Vested and exercisable | 6 years 3 months 25 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of company's stock options outstanding (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Class of Warrant or Right [Line Items] | |
Options Outstanding | 15,503,748 |
Options Exercisable | 14,175,425 |
Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $0.52 |
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) | 2 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 2 months 4 days |
Options Outstanding | 405,251 |
Options Exercisable | 270,167 |
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 3 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 2 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 |
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 1 month 2 days |
Options Outstanding | 57,893 |
Options Exercisable | 57,893 |
February 17, 2026 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Feb. 17, 2026 |
Exercise price | 0.22 |
Weighted average life to expiry (years) | 4 years 1 month 17 days |
Options Outstanding | 448,861 |
Options Exercisable | 448,861 |
February 17, 2026 | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price | 0.22 - $0.52 |
June 1, 2028 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Jun. 1, 2028 |
Exercise price | 0.65 |
Weighted average life to expiry (years) | 6 years 5 months 1 day |
Options Outstanding | 12,192,914 |
Options Exercisable | 11,404,926 |
June 1, 2028 | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price | 0.65 - $8.64 |
June 1, 2028 | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price | $8.64 |
June 30, 2028 | |
Class of Warrant or Right [Line Items] | |
Expiry Date | Jun. 30, 2028 |
Exercise price | 2.59 |
Weighted average life to expiry (years) | 6 years 6 months |
Options Outstanding | 1,273,648 |
Options Exercisable | 1,273,648 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of weighted average assumptions under the company's STIP (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-Based Compensation | |
Expected share price volatility | 89.40% |
Expected life of options (years) | 3 years 7 months |
Risk-free interest rate | 0.50% |
Expected dividend yield | 0.00% |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 6.05 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of weighted average assumptions (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Schedule Of Weighted Average Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected share price volatility | 89.40% |
Risk-free interest rate | 0.50% |
Expected life of options (years) | 3 years 7 months |
Estimated per share fair value of the Company's Common Shares (in Dollars per share) | $ 6.05 |
Tranche 1 and Tranche 2 | |
Schedule Of Weighted Average Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected share 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) | $ 6.05 |
Vesting immediately on grant date | |
Schedule Of Weighted Average Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected share 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) | $ 6.05 |
Tranche 4 | |
Schedule Of Weighted Average Assumptions [Line Items] | |
Expected dividend yield | 0.00% |
Expected share 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) | $ 6.05 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of RSUs Outstanding | |
Outstanding - December 31, 2020 | shares | 0 |
Granted | shares | 4,127,878 |
Forfeited | shares | (8,032) |
Exercised | shares | (173,216) |
Outstanding - December 31, 2021 | shares | 3,946,630 |
Weighted average grant-date fair value per option | |
Outstanding - December 31, 2020 | $ / shares | $ 0 |
Granted | $ / shares | 3.29 |
Forfeited | $ / shares | 12.45 |
Exercised | $ / shares | 2.30 |
Outstanding - December 31, 2021 | $ / shares | $ 3.31 |
Loss per Share - Anti-dilutive
Loss per Share - Anti-dilutive common equivalent shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 201,552,884 | 15,549,977 |
Outstanding options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 25,287,670 | 15,549,977 |
Outstanding RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 3,946,630 | |
Outstanding warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common equivalent shares | 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 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SSCS Pte. Ltd | ||
Related Party Transactions (Details) [Line Items] | ||
Consulting services | $ 275 | $ 275 |
Amount payable | 23 | 23 |
Ocean Renaissance LLC | ||
Related Party Transactions (Details) [Line Items] | ||
Consulting services | 375 | 367 |
Amount payable | $ 0 | $ 0 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) $ in Thousands, $ in Millions | 12 Months Ended | 60 Months Ended | ||||||||
Dec. 31, 2024AUD ($) | Dec. 31, 2023AUD ($) | Dec. 31, 2022AUD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021AUD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020AUD ($) | Dec. 31, 2012 | Dec. 31, 2021USD ($) | May 25, 2012 | |
Long-term Purchase Commitment [Line Items] | ||||||||||
Exploration and evaluation expenses | $ 93,006 | $ 48,881 | ||||||||
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 and evaluation expenses | $ 2 | $ 3 | $ 1 | $ 2 | $ 1 | |||||
Long-term Purchase Commitment, Period | 5 years | |||||||||
Tonga Off shore Mining Limited | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Spending committed | $ 30,000 | |||||||||
Exploration and evaluation expenses | $ 8,100 | $ 13,300 | ||||||||
Long-term Purchase Commitment, Period | 5 years | |||||||||
DeepGreen Engineering Pte Ltd [Member] | ||||||||||
Long-term Purchase Commitment [Line Items] | ||||||||||
Percentage of annual production committed to Glencore | 50.00% |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule non cash investing and financing activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information | ||
Common shares issued to settle previous services (Note 11) | 13,103 | 6,410 |
Common shares issued for TOML Acquisition (Note 7) | 28,000 | |
Additional contribution from Allseas (Note 11) | $ 8,333 | |
Conversion of debentures (Note 13) | $ 27,003 | |
Financing stock options issued (Note 16) | 397 |
Segmented Information - Schedul
Segmented Information - Schedule of equipment (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 1,416 | $ 1,310 |
Number of operating segments | segment | 1 | |
Republic of Nauru [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 1,246 | 1,292 |
Singapore | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 158 | |
Tonga | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 10 | 15 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 2 | $ 3 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Canadian Federal and Provincial income tax rates | 27.00% | 27.00% |
Income Taxes - The tax expense
Income Taxes - The tax expense at statutory rates for the Company (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Tax expense at statutory rates for the Company reconciled to the reported loss | ||
Net loss for the year | $ (141,299) | $ (56,631) |
Canadian Federal and Provincial income tax rates | 27.00% | 27.00% |
Income tax recovery based on the above rates | $ (38,151) | $ (15,290) |
Permanent differences | 8,597 | 981 |
Effect of differences in future and foreign tax rates | 22,721 | 11,152 |
Foreign exchange and other | 1 | (142) |
Expiry of losses as a result of the Business Combination (Note 6) | 9,181 | |
Valuation allowance changes affecting the provision of income taxes | $ (2,349) | $ 3,299 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Income Taxes | |
Uncertain tax position | $ 0 |
Income Taxes - The Company's de
Income Taxes - The Company's deferred income taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets | ||
Non-capital losses | $ 7,409 | $ 10,925 |
Capital losses and other | 70 | |
Equipment | 90 | 5 |
Share issuance costs | 10 | 75 |
Total deferred income tax assets | 7,509 | 11,075 |
Valuation allowance | (7,509) | (11,075) |
Deferred Tax Liability | ||
Difference between the book value and the tax basis of the TOML exploration contract (Note 7) | $ (10,675) | $ (10,675) |
Income Taxes - Unused tax losse
Income Taxes - Unused tax losses and unused tax credits (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes | ||
Non-capital losses | $ 33,645 | $ 45,313 |
Capital losses | 520 | |
Equipment | 333 | 19 |
Share issuance costs | $ 37 | $ 276 |
Income Taxes - Non-capital loss
Income Taxes - Non-capital loss (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | $ 33,645 | $ 45,313 |
CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 2,675 | 20,704 |
UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 2 | 3 |
Singapore | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 13,230 | 10,214 |
Tonga | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 17,738 | $ 14,392 |
2035 | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 2 | |
2041 | CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 2,675 | |
No expiry | Singapore | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | 13,230 | |
No expiry | Tonga | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carry-forwards | $ 17,738 |