Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Entity File Number | 001-39281 | |
Entity Registrant Name | TMC THE METALS COMPANY INC. | |
Entity Incorporation, State or Country Code | A1 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 595 Howe Street, 10th Floor | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Postal Zip Code | V6C 2T5 | |
City Area Code | 574 | |
Local Phone Number | 252-9333 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 320,510,004 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001798562 | |
Amendment Flag | false | |
Common Shares, without par value | ||
Document And Entity Information | ||
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 And Entity Information | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Common Share, each at an exercise price of $11.50 per share | |
Trading Symbol | TMCWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current | ||
Cash | $ 3,991 | $ 6,842 |
Receivables and prepayments | 1,953 | 1,978 |
Total current assets | 5,944 | 8,820 |
Non-current | ||
Exploration contracts | 43,150 | 43,150 |
Equipment | 1,048 | 1,133 |
Software development costs | 1,718 | 1,643 |
Right-of-use asset | 5,244 | 5,721 |
Investment | 8,351 | 8,429 |
Total non-current assets | 59,511 | 60,076 |
TOTAL ASSETS | 65,455 | 68,896 |
Current | ||
Accounts payable and accrued liabilities | 36,470 | 31,334 |
Total current liabilities | 36,470 | 31,334 |
Non-current | ||
Deferred tax liability | 10,675 | 10,675 |
Royalty liability | 14,000 | 14,000 |
Warrants liability | 2,500 | 1,969 |
TOTAL LIABILITIES | 63,645 | 57,978 |
EQUITY | ||
Common shares (unlimited shares, no par value - issued: 318,291,383 (December 31, 2023 - 306,558,710)) | 454,431 | 438,239 |
Additional paid in capital | 122,691 | 122,797 |
Accumulated other comprehensive loss | (1,216) | (1,216) |
Deficit | (574,096) | (548,902) |
TOTAL EQUITY | 1,810 | 10,918 |
TOTAL LIABILITIES AND EQUITY | $ 65,455 | $ 68,896 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Common shares, par value | $ 0 | $ 0 |
Common shares, issued | 318,291,383 | 306,558,710 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Loss and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses | ||
Exploration and evaluation expenses | $ 18,123 | $ 7,169 |
General and administrative expenses | 6,559 | 6,214 |
Operating loss | 24,682 | 13,383 |
Other items | ||
Equity-accounted investment loss | 78 | 219 |
Change in fair value of private warrants liability | 531 | 544 |
Foreign exchange (gain) loss | (266) | 29 |
Interest income | (102) | (454) |
Fees and interest on credit facility | 271 | 27 |
Loss and comprehensive loss for the period | $ 25,194 | $ 13,748 |
Loss per share - basic | $ 0.08 | $ 0.05 |
Loss per share - diluted | $ 0.08 | $ 0.05 |
Weighted average number of Common shares outstanding - basic | 311,521,854 | 272,029,603 |
Weighted average number of Common shares outstanding - diluted | 311,521,854 | 272,029,603 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common Shares | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Deficit | Total |
Balance at Dec. 31, 2022 | $ 332,882 | $ 184,960 | $ (1,216) | $ (475,121) | $ 41,505 |
Balance (in shares) at Dec. 31, 2022 | 266,812,131 | ||||
Shares issued to Allseas | $ 9,394 | 9,394 | |||
Shares issued to Allseas (in shares) | 10,850,000 | ||||
Conversion of restricted share units, net of shares withheld for taxes (Note 11) | $ 2,814 | (2,814) | |||
Conversion of restricted share units, net of shares withheld for taxes (Note 11) (in shares) | 2,956,154 | ||||
Share-based compensation and expenses settled with equity (Notes 10, 11) | 4,650 | 4,650 | |||
Net Income (Loss) | (13,748) | (13,748) | |||
Balance at Mar. 31, 2023 | $ 345,090 | 186,796 | (1,216) | (488,869) | 41,801 |
Balance (in Shares) at Mar. 31, 2023 | 280,618,285 | ||||
Balance at Dec. 31, 2022 | $ 332,882 | 184,960 | (1,216) | (475,121) | 41,505 |
Balance (in shares) at Dec. 31, 2022 | 266,812,131 | ||||
Balance at Dec. 31, 2023 | $ 438,239 | 122,797 | (1,216) | (548,902) | 10,918 |
Balance (in Shares) at Dec. 31, 2023 | 306,558,710 | ||||
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Notes 9, 10) | $ 7,447 | 1,553 | 9,000 | ||
Issuance of shares and warrants under Registered Direct Offering, net of expenses (Notes 9, 10) (in shares) | 4,500,000 | ||||
Exercise of stock options (Note 11) | $ 144 | 46 | 190 | ||
Exercise of stock options (Note 11) (in shares) | 120,000 | ||||
Conversion of restricted share units, net of shares withheld for taxes (Note 11) | $ 8,601 | (8,601) | |||
Conversion of restricted share units, net of shares withheld for taxes (Note 11) (in shares) | 7,112,673 | ||||
Share-based compensation and expenses settled with equity (Notes 10, 11) | 6,896 | 6,896 | |||
Net Income (Loss) | (25,194) | (25,194) | |||
Balance at Mar. 31, 2024 | $ 454,431 | $ 122,691 | $ (1,216) | $ (574,096) | $ 1,810 |
Balance (in Shares) at Mar. 31, 2024 | 318,291,383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Loss for the period | $ (25,194) | $ (13,748) |
Items not affecting cash: | ||
Amortization | 85 | 88 |
Lease expense | 477 | |
Share-based compensation and expenses settled with equity | 6,896 | 4,650 |
Equity-accounted investment loss | 78 | 219 |
Change in fair value of warrants liability | 531 | 544 |
Unrealized foreign exchange movement | (293) | (20) |
Changes in working capital: | ||
Receivables and prepayments | 25 | (459) |
Accounts payable and accrued liabilities | 5,543 | (14,758) |
Net cash used in operating activities | (11,852) | (23,484) |
Investing activities | ||
Acquisition of equipment and software | (340) | |
Net cash used in investing activities | (340) | |
Financing activities | ||
Proceeds from Registered Direct Offering | 9,000 | |
Expenses paid for Registered Direct Offering | (142) | |
Proceeds from exercise of stock options | 190 | |
Proceeds from Low Carbon Royalties investment | 5,000 | |
Net cash provided by financing activities | 9,048 | 5,000 |
Decrease in cash | (3,144) | (18,484) |
Impact of exchange rate changes on cash | 293 | 20 |
Cash - beginning of period | 6,842 | 46,876 |
Cash - end of period | $ 3,991 | $ 28,412 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Operations | |
Nature of Operations | 1. TMC the metals company Inc. (“TMC” or the “Company”) was incorporated as a Cayman Islands exempted company limited by shares on December 18, 2019 and continued as a corporation under the laws of the province of British Columbia, Canada on September 9, 2021. The Company’s corporate office, registered address and records office is located at 10th floor, 595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5. The Company’s common shares and warrants to purchase common shares are listed for trading on the Nasdaq Global Select Market (“Nasdaq”) under tickers “TMC” and “TMCWW”, respectively. The Company is a deep-sea minerals exploration company focused on the collection and processing 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) which can be used as (i) feedstock for battery cathode precursors (nickel, cobalt and manganese sulfates, or intermediate nickel-copper-cobalt matte) for electric vehicles (“EV”) and renewable energy storage markets, (ii) copper cathode for EV wiring, energy transmission and other applications and (iii) manganese silicate for manganese alloy production required for steel production. Exploration and exploitation of seabed minerals in international waters is regulated by the International Seabed Authority (“ISA”), an intergovernmental organization established pursuant to the 1994 Agreement Relating to the Implementation of the United Nations Convention on the Law of the Sea. The ISA grants contracts to sovereign states or to private contractors who are sponsored by a sovereign state. The Company’s wholly owned subsidiary, Nauru Ocean Resources Inc. (“NORI”), was granted an exploration contract (the “NORI Exploration Contract”) by the ISA in July 2011 under the sponsorship of the Republic of Nauru (“Nauru”) giving NORI exclusive rights to explore for polymetallic nodules in an area covering 74,830 square kilometers in the CCZ (“NORI Area”). On March 31, 2020, the Company acquired Tonga Offshore Mining Limited (“TOML”), which was granted an exploration contract (the “TOML Exploration Contract”) by the ISA in January 2012 under the sponsorship of the Kingdom of Tonga (“Tonga”) and has exclusive rights to explore for polymetallic nodules covering an area of 74,713 square kilometers in the CCZ (“TOML Area”). Marawa Research and Exploration Limited (“Marawa”), an entity owned and sponsored by the Republic of Kiribati (“Kiribati”), was granted rights by the ISA to polymetallic nodules exploration in an area of 74,990 square kilometers in the CCZ (“Marawa Area”). In 2013, the Company through its subsidiary DeepGreen Engineering Pte. Ltd. (“DGE”) entered into an option agreement (the “Marawa Option Agreement”) with Marawa which granted DGE exclusive rights to manage and carry out all exploration and exploitation in the Marawa Area in return for a royalty payable to Marawa. The Company is working with its strategic partner and investor, Allseas Group S.A. (“Allseas”), to deliver a system to collect, lift and transport nodules from the seafloor to shore that meets the requirements of an early commercial production system (Note 6). 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 at commercial scale, 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. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Basis of Presentation | 2. These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2024 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2023. The Company has applied the same accounting policies as in the prior year, except as disclosed below. Comparative figures reported in the Condensed Consolidated Balance Sheet, for cash, receivables and prepayments, software development costs and equipment, and figures reported in the Condensed Consolidated Statements of Cash Flows, for expenses settled with equity and changes in working capital have been reclassified to conform to the current period’s presentation. |
Use of Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2024 | |
Use of Estimates | |
Use of Estimates | 3. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 11), valuation of Class A warrants (Note 9) as well as the valuation of private warrants (Note 10), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6). Actual results could differ materially from those estimates. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 4. Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. There were no transfers between fair value measurement levels during the three months ended March 31, 2024, and 2023. As at March 31, 2024, and December 31, 2023, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability, and warrants issued by the Company. These warrants are valued at fair value, which is disclosed in Note 10. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements Issued and Adopted | 3 Months Ended |
Mar. 31, 2024 | |
Recent Accounting Pronouncements Issued and Adopted | |
Recent Accounting Pronouncements Issued and Adopted | 5. There were no recent accounting pronouncements issued and adopted by the Company during the period. |
Strategic Alliance with Allseas
Strategic Alliance with Allseas and Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Strategic Alliance with Allseas and Affiliates | |
Strategic Alliance with Allseas and Affiliates | 6. Strategic Alliance with Allseas and Affiliates Development of Project Zero Offshore Nodule Collection System On March 16, 2022, NORI and Allseas entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. During the three months ended March 31, 2024, in relation to the development of the commercial nodule collection system, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $3.7 million, recorded as mining, technological and process development within exploration and evaluation expenses (three months ended March 31, 2023 - $ 1.0 million). Exclusive Vessel Use Agreement with Allseas On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas will give exclusive use of the vessel (“ Hidden Gem The Company has determined that the Exclusive Vessel Use Agreement with Allseas is a lease agreement, classified as an operating lease. On August 1, 2023, the Company recorded a lease liability For the three months ended March 31, 2024, the Company has recognized $0.5 million as lease expense recorded as exploration and evaluation expense. As at March 31, 2024, the net amount of the right-of-use asset is as follows: Right-of-use Asset Balance as on December 31, 2023 $ 5,721 Lease expense during the period 477 Balance as at March 31, 2024 $ 5,244 Credit Facility with Allseas Affiliate On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“Credit Facility”), with Argentum Credit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. and an affiliate of Allseas, pursuant to which, the Company may borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the Credit Facility will bear interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at the Company’s election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the Credit Facility. The Company has the right to pre-pay the entire amount outstanding under the Credit Facility at any time before the Credit Facility’s maturity. The Company has the ability to settle certain charges under this Credit Facility in cash or in equity at the discretion of the Company. The Credit Facility also contains customary events of default. On March 22, 2024, the Company entered into the Second Amendment to the Unsecured Credit Facility with the Lender, the parent of Allseas Investments S.A. and an affiliate of Allseas, to extend the Credit Facility to August 31, 2025 and to provide that the underutilization fee thereunder shall cease to be payable after the date on which the Company or the Lender gives notice of termination of the agreement. Under the amended Credit Facility, the Company may borrow from the Lender up to $25,000,000 in the aggregate through August 31, 2025. During the three months ended March 31, 2024, the Company has not drawn any amount from the Credit Facility and has incurred $0.2 million (three months ended March 31, 2023: $27 thousand) as underutilization fees. As at March 31, 2024, the total amount payable to Allseas and its affiliates was $17.5 million (December 31, 2023: $13.8 million). As at March 31, 2024, Allseas and its affiliates owned 53.8 million TMC common shares (2023: 53.8 million TMC common shares) which constituted 16.9% (December 31, 2023: 17.6%) of total common shares outstanding. |
Investment in Low Carbon Royalt
Investment in Low Carbon Royalties | 3 Months Ended |
Mar. 31, 2024 | |
Investment in Low Carbon Royalties | |
Investment in Low Carbon Royalties | 7. Investment in Low Carbon Royalties On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties, a private corporation formed under the laws of British Columbia, Canada, to finance low carbon emitting energy production and technologies (natural gas, nuclear, renewables), transition metals and minerals required for energy storage and electrification (Cu, Li, Ni, Co, Mn), and the evolving environmental markets (the “Partnership”). In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ in which NORI currently holds exclusive exploration rights for polymetallic nodules from the ISA to Low Carbon Royalties. The Company retained the right to repurchase up to 75% of the NORI Royalty at an agreed capped return, exercisable in two transactions, between the second and the tenth anniversaries of the Partnership. If both repurchase transactions are executed, the NORI Royalty will be reduced to 0.5%. At the Closing Date, Low Carbon Royalties also owned a 1.56% gross overriding royalty on a producing natural gas field in Latin America (the “LCR – owned Royalty”). In consideration of the NORI Royalty, TMC received 35.0% of the common shares issued by Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights. As a condition of closing the Royalty Agreement, the parties entered into an agreement with Low Carbon Royalties to mitigate risks associated with the potential termination of the exploitation license granted for one of the royalty-producing natural gas fields in Latin America (the “Exploitation License”). As per the agreement, 5 million contingent value rights (“CVR”) were issued to NORI. The CVR would convert into 5 million additional shares of Low Carbon Royalties being issued to NORI, in the event the Exploitation License is found, in a final decision, to be invalid by the Colombian National Agency of Hydrocarbons prior to the earlier of (1) five years from the issuance of the CVR and (2) the date Low Carbon Royalties becomes a publicly listed entity. Although the Company does not control Low Carbon Royalties (as per ASC 810), it does however exercise significant influence and therefore the equity method of accounting is applied (as per ASC 323). On March 21, 2023, Low Carbon Royalties acquired additional gross overriding royalties on natural gas fields in Latin America, increasing its total gross overriding royalty on the existing first license block from 1.56% to 3.13% and acquiring a new gross overriding royalty of 1.44% on a second license block. The royalty acquisitions were financed through the issuance of Low Carbon Royalties common shares to the third-party vendor of such royalties, thereby reducing the Company’s ownership in the Partnership to 32% from 35%. Based on the fair value of the NORI Royalty granted and the cash received, the Company recorded $9 million as investment in Low Carbon Royalties on the Closing Date. For the three months ended March 31, 2024, the Company’s share of the net loss generated by the Low Carbon Royalties was $78 thousand (share of net loss for three months ended March 31, 2023: $0.2 million). Investment Fair value of NORI Royalty $ 14,000 Cash received (5,000) Cost of Investment on Closing Date 9,000 Equity-accounted investment loss for the year ended 2023 (571) Investment as at December 31, 2023 $ 8,429 Equity-accounted investment loss for the period ended March 31, 2024 78 Investment as at March 31, 2024 $ 8,351 The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”). The Company elected to account for the royalty liability at fair value through profit and loss. The fair value was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compares the specific characteristics of these transactions to estimate the fair value. The fair value of the royalty liability as at March 31, 2024, remained unchanged at $14 million. Financial results of Low Carbon Royalties for the three months ended March 31, 2024 and March 31, 2023 are summarized below: March 31 March 31 2024 2023 Current Assets $ 1,257 1,123 Non-Current Assets 26,009 27,873 Current Liabilities 86 117 Royalty Income $ 394 25 Total Revenue 404 66 Comprehensive Loss for the period $ (241) (649) |
Exploration and Evaluation Expe
Exploration and Evaluation Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Exploration and Evaluation Expenses | |
Exploration and Evaluation Expenses | 8 . The detail of exploration and evaluation expenses is as follows: NORI Marawa TOML Exploration Option Exploration For the three months ended March 31, 2024 Contract Agreement Contract Total Environmental Studies $ 1,830 $ — $ — $ 1,830 Exploration Labor 2,159 19 156 2,334 Share-Based Compensation (Note 11) 917 (9) 63 971 Mining, Technological and Process Development 11,260 — 338 11,598 Prefeasibility Studies 290 — — 290 Sponsorship, Training and Stakeholder Engagement 687 35 151 873 Other 202 — 25 227 $ 17,345 $ 45 $ 733 $ 18,123 NORI Marawa TOML Exploration Option Exploration For the three months ended March 31, 2023 Contract Agreement Contract Total Environmental Studies $ 2,618 $ — $ — $ 2,618 Exploration Labor 1,078 45 133 1,256 Share-Based Compensation 828 26 83 937 Mining, Technological and Process Development 1,018 — 105 1,123 Prefeasibility Studies 384 — — 384 Sponsorship, Training and Stakeholder Engagement 414 76 237 727 Other 92 — 32 124 $ 6,432 $ 147 $ 590 $ 7,169 |
Registered Direct Offering
Registered Direct Offering | 3 Months Ended |
Mar. 31, 2024 | |
Registered Direct Offering | |
Registered Direct Offering | 9. On August 14, 2023, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”) 12,461,540 common shares and issue Class A Warrants to purchase 6,230,770 common shares (“Class A Warrants) (Note 10). Each common share and accompanying Class A Warrant were sold at a price of $2.00 per unit. The exercise price to purchase one common share under the Class A warrants is $3.00 , subject to adjustment as provided in the warrant agreement. On January 30, 2024, the Company received the remaining committed funding of $9 million (representing 4,500,000 common shares and 2,250,000 warrants) from an investor affiliated with the Company. The common shares and warrants were issued on January 31, 2024. As at March 31, 2024, 12,461,540 common shares and Class A Warrants to purchase 6,230,770 common shares had been issued and the Company received gross proceeds amounting to $24.9 million. The Company incurred $1.3 million as offering expenses, resulting in net proceeds received of $23.6 million. Out of the total net proceeds received of $23.6 million, the net proceeds attributable to common shares were $18.9 million and the net proceeds attributable to Class A Warrants were $4.7 million. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
Warrants | 10 . The Company issued 15,000,000 common share warrants as part of its predecessor’s initial public offering in May 2020 (“Public Warrants”) and 9,500,000 private placement common share warrants in a private placement simultaneously with the closing of its predecessor’s initial public offering (“Private Warrants”). Public Warrants As at March 31, 2024, 15,000,000 (March 31, 2023 - 15,000,000) Public Warrants were outstanding. Public Warrants may only be exercised for a whole number of shares. As at March 31, 2024, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital. Private Warrants As at March 31, 2024, 9,500,000 (March 31, 2023 - 9,500,000) Private Warrants were outstanding. 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-day trading period and historical volatility of the share price of the common shares. As at March 31, 2024, the fair value of outstanding Private Warrants of $2.5 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 December 31, 2023 $ 1,969 Increase in fair value of warrants liability 531 Warrants liability as at March 31, 2024 $ 2,500 The fair value of the Private Warrants was estimated using the following assumptions: March 31, December 31, 2024 2023 Exercise price $ 11.50 $ 11.50 Share price $ 1.10 $ 1.10 Volatility 103.00 % 105.34 % Term 2.44 years 2.69 years Risk-free rate 4.39 % 3.98 % Dividend yield 0.0 % 0.0 % There were no exercises or redemptions of the Public Warrants or Private Warrants during the three-month period ended March 31, 2024. Class A Warrants On January 31, 2024, the Company issued the remaining 2,250,000 Class A Warrants, after receiving the remaining committed funding from the Registered Direct Offering of $9 million (Notes 9 and 13). These Class A Warrants were valued on January 31, 2024 using a Monte Carlo simulation, at a fair value of $0.69 per warrant. The fair value of the Class A Warrants was estimated using the following assumptions: January 31, 2024 Exercise price $ 3.00 Share price $ 1.31 Call price threshold $ 6.50 Volatility 105.08 % Term (years) 3.92 Risk-free rate 3.89 % Dividend yield 0.0 % On January 31, 2024, the Company recorded the fair value of the remaining 2,250,000 Class A warrants amounting to $1.6 million as additional paid in capital. As at March 31, 2024, the value recorded in additional paid in capital of all outstanding Class A Warrants was $4.8 million (December 31, 2023 - $3.2 million). |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation | |
Share-Based Compensation | 11 . The Company’s 2021 Incentive Equity Plan (the “Plan”) provides that the aggregate number of common shares reserved for future issuance under the Plan as of March 31, 2024, is 56,634,518 common shares, including 12,262,348 shares added to the Plan in January 2024 pursuant to the Plan’s automatic annual increase provision, 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 from 2022 to 2031, 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 As at March 31, 2024, there were 14,954,240 stock options outstanding under the Company’s Short-Term Incentive Plan (“STIP”) and 9,644,874 stock options outstanding under the Company’s Long-Term Incentive Plan (“LTIP”). The Company makes awards under the STIP and LTIP under its equity incentive plans in effect at the time of the award, which is currently the Plan. A continuity schedule summarizing the movements in the Company’s stock options under the STIP and LTIP plans is as follows: Number of Number of Options Options Outstanding Outstanding under STIP under LTIP Outstanding – December 31, 2022 15,356,340 9,783,922 Expired (162,100) — Exercised (120,000) — Outstanding – December 31, 2023 15,074,240 9,783,922 Forfeited — (139,048) Exercised (120,000) — Outstanding – March 31, 2024 14,954,240 9,644,874 During the three months ended March 31, 2024, the Company recognized $47 thousand of share-based compensation expense for stock options (issued under STIP plans) in the statement of loss and comprehensive loss (three months ended March 31, 2023: $0.2 million). For the three months ended March 31, 2024, a total of $14 thousand of this share-based compensation expense was related to exploration and evaluation activities (three months ended March 31, 2023 - $0.1 million). The amount of this share-based compensation expense recognized related to general and administrative matters for three months ended March 31, 2024, was $33 thousand (three months ended March 31, 2023 - $0.1 million). During the three months ended March 31, 2024, the Company reversed $0.6 million of previously recognized share-based compensation expense to record the forfeiture of unvested stock options (issued under LTIP plans) in the statement of loss and comprehensive loss (three months ended March 31, 2023: $nil) evenly apportioned between exploration and evaluation expenses (Note 8) and general and administration expenses. Restricted Share Units (“RSU”) The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date. A summary of the RSU activity during the three months ended March 31, 2024 is presented in the table below: Number of RSUs Outstanding Outstanding – December 31, 2023 12,484,880 Granted 10,962,024 Forfeited (226,054) Exercised (7,112,673) Outstanding – December 31, 2024 16,108,177 The details of RSUs granted by the Company during the three months ended March 31, 2024 are as follows: Three months Three months ended March 31, ended March 31, Vesting Period 2024 2023 Vesting Immediately (1)(2) 3,800,435 3,237,710 Vesting fully on the first anniversary of the grant date 17,241 — Vesting in thirds on each anniversary of the grant date (3) 7,144,348 8,683,486 Vesting in fourths on each anniversary of the grant date — 343,750 Total Units Granted 10,962,024 12,264,946 1. Of the 3,800,435 RSUs vesting immediately on grant date, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $4.1 million, at a weighted average grant date fair value of $1.44 per RSU. 2. During the three months ended March 31, 2024, the Company granted 46,333 RSUs to consultants (three months ended March 31, 2023: 23,438 RSUs) resulting in $84 thousand, charged as general and administrative expenses for the three months ended March 31, 2024 (three months ended March 31, 2023: $23 thousand of general and administrative expenses). During the three months ended March 31, 2024, the Company also granted 27,323 RSUs to consultants as a prepayment for their services (three months ended March 31, 2023: nil). 3. During the three months ended March 31, 2024, the Company granted 7,144,348 RSUs, as payment for the 2023 LTIP awards (three months ended March 31, 2023: 8,645,465 RSUs were issued as payment for the 2022 LTIP awards). 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. During the three months ended March 31, 2024, a total of $3.2 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three months ended March 31, 2023: $1.6 million). Share-based compensation expense for RSUs totaling $2 million related to general and administration matters was charged to the statement of loss and comprehensive loss for the three months ended March 31, 2024 (three months ended March 31, 2023: $0.7 million). The Company recorded a total of $1.2 million of share-based compensation expense for RSUs related to exploration and evaluation activities for the three months ended March 31, 2024 (three months ended March 31, 2023: $0.9 million). As at March 31, 2024, total unrecognized share-based compensation expense for RSUs was $14.8 million (December 31, 2023 - $6.9 million). As at March 31, 2024, an aggregate of 402,922 vested RSUs were being processed and due to be converted into common shares. Employee Stock Purchase Plan On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As of March 31, 2024, there were 10,998,032 common shares reserved for issuance under the ESPP. This included 3,065,587 shares added to the ESPP in January 2024 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1% percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP. During the first quarter of 2024, a total of $18 thousand (three months ended March 31, 2023: $19 thousand) was charged to the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company. From the amount charged during the three months ended March 31, 2024, $9 thousand was recorded in exploration and evaluation expenses (three months ended March 31,2023: $7 thousand) and $9 thousand was recorded in general and administrative expenses (three months ended March 31,2023: $12 thousand). |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Loss per Share | |
Loss per Share | 12 . 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 three For the three months ended months ended March 31, March 31, 2024 2023 Outstanding options to purchase common shares 24,599,114 25,140,262 Outstanding RSUs 16,108,177 13,123,935 Outstanding shares under ESPP 28,796 68,333 Outstanding warrants 30,730,770 36,078,620 Outstanding Special Shares and options to purchase Special Shares 136,239,964 136,239,964 Total anti-dilutive common equivalent shares 207,706,821 210,651,114 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | 13 . The Company’s subsidiary, DeepGreen Engineering Pte. Ltd., is engaged in a consulting agreement with SSCS Pte. Ltd. (“SSCS”) to manage offshore engineering studies. A director of DGE is employed through SSCS. Consulting services during the three months ended March 31, 2024 totaled $25 thousand, (three months ended March 31, 2023: $69 thousand), out of which a total $18 thousand (2023: $55 thousand), is disclosed as exploration labor within exploration and evaluation expenses (Note 8) and $7 thousand is disclosed as general and administrative expenses (2023: $14 thousand). As at March 31, 2024, the amount payable to SSCS was $8 thousand (December 31, 2023 - $17 thousand). The Company’s Chief Ocean Scientist provides consulting services to the Company through Ocean Renaissance LLC (“Ocean Renaissance”) where he is a principal. Consulting services during the three months ended March 31, 2024 amounted to On January 30, 2024, as part of the Registered Direct Offering (Note 9), the Company received the remaining committed funding of $9 million from ERAS Capital LLC, the investment fund of one of the Company’s Directors. On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s director, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $20,000,000 in the aggregate ( $10,000,000 from each of the 2024 Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6. |
Contingent Liabilities
Contingent Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Contingent Liabilities | |
Contingent Liabilities | 14 . Contingent Liabilities Contingent Liability On October 28, 2021, a shareholder filed a putative class action against the Company, one of the Company’s executives and a former director in federal district court for the Eastern District of New York, captioned Caper v. TMC The Metals Company Inc. F/K/A Sustainable Opportunities Acquisition Corp., Gerard Barron and Scott Leonard. The complaint alleges that all defendants violated Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Messrs. Barron and Leonard violated Section 20(a) of the Exchange Act, by making false and/or misleading statements and/or failing to disclose information about the Company’s operations and prospects during the period from March 4, 2021 and October 5, 2021. On November 15, 2021, a second complaint containing substantially the same allegations was filed, captioned Tran v. TMC the Metals Company, Inc. These cases have been consolidated. On March 6, 2022, a lead plaintiff was selected. An amended complaint was filed on May 12, 2022, reflecting substantially similar allegations, with the Plaintiff seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed and served the plaintiff a motion to dismiss on July 12, 2022 and intend to defend against this lawsuit. On July 12, 2023, an oral hearing on the motion to dismiss was held. The parties are currently awaiting a ruling. There is no assurance, however, that the Company or the other defendants will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. If the motion to dismiss is unsuccessful, there is a possibility that the Company may incur a loss in this matter. Such losses or range of possible losses either cannot be reliably estimated. A resolution of this lawsuit adverse to the Company or the other defendants, however, could have a material effect on the Company’s financial position and results of operations in the period in which the lawsuit is resolved. On January 23, 2023, certain investors in the 2021 private placement from the Business Combination filed a lawsuit against the Company in the Commercial Division of New York Supreme Court, New York County, captioned Atalaya Special Purpose Investment Fund II LP et al. v. Sustainable Opportunities Acquisition Corp. n/k/a TMC The Metals Company Inc., Index No. 650449/2023 (N.Y. Sup. Ct.). The Company filed a motion to dismiss on March 31, 2023, after which the plaintiffs filed an amended complaint on June 5, 2023. The amended complaint alleges that the Company breached the representations and warranties in the plaintiffs’ private placement Subscription Agreements and breached the covenant of good faith and fair dealing. The Plaintiffs are seeking to recover compensable damages caused by the alleged wrongdoings. The Company denies any allegations of wrongdoing and filed a motion to dismiss the amended complaint on July 28, 2023. On December 7, 2023, the Court granted the Company’s motion to dismiss the claim for breach of the covenant of good faith and fair dealing and denied the Company’s motion to dismiss the breach of the Subscription Agreement claim. The Company filed a notice of appeal regarding the Court’s denial of its motion to dismiss the breach of the Subscription Agreement claim. There is no assurance that the Company will be successful in its defense of this lawsuit or that insurance will be available or adequate to fund any settlement or judgment or the litigation costs of this action. Such losses or range of possible losses cannot be reliably estimated. |
Segmented Information
Segmented Information | 3 Months Ended |
Mar. 31, 2024 | |
Segmented Information | |
Segmented Information | 15. The Company’s business consists of only one operating segment, namely exploration of seafloor polymetallic nodules, which includes the development of a metallurgical process to treat such seafloor polymetallic nodules. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation | |
Basis of Presentation | These unaudited condensed consolidated interim financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial statements. Accordingly, certain information and footnote disclosures required by U.S. GAAP have been condensed or omitted in these unaudited condensed consolidated interim financial statements pursuant to such rules and regulation. In management’s opinion, these unaudited condensed consolidated interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s statement of financial position, operating results for the periods presented, comprehensive loss, shareholder’s equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be expected for the full year ending December 31, 2024 or for any other period. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2023. The Company has applied the same accounting policies as in the prior year, except as disclosed below. Comparative figures reported in the Condensed Consolidated Balance Sheet, for cash, receivables and prepayments, software development costs and equipment, and figures reported in the Condensed Consolidated Statements of Cash Flows, for expenses settled with equity and changes in working capital have been reclassified to conform to the current period’s presentation. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and the notes thereto. Significant estimates and assumptions reflected in these condensed consolidated interim financial statements include, but are not limited to, the evaluation of going concern, the valuation of share-based payments, including valuation of incentive stock options (Note 11), valuation of Class A warrants (Note 9) as well as the valuation of private warrants (Note 10), the valuation of the Royalty liability (Note 7) and the valuation of leases (Note 6). Actual results could differ materially from those estimates. |
Fair Value of Financial Instruments | Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. In accordance with US GAAP, the Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. There were no transfers between fair value measurement levels during the three months ended March 31, 2024, and 2023. As at March 31, 2024, and December 31, 2023, the carrying values of cash, receivables, and accounts payable and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The financial instruments also include royalty liability, and warrants issued by the Company. These warrants are valued at fair value, which is disclosed in Note 10. |
Recent Accounting Pronouncements Issued and Adopted | There were no recent accounting pronouncements issued and adopted by the Company during the period. |
Strategic Alliance with Allse_2
Strategic Alliance with Allseas and Affiliates (Table) | 3 Months Ended |
Mar. 31, 2024 | |
Strategic Alliance with Allseas and Affiliates | |
Net amount of right-of-use asset | Right-of-use Asset Balance as on December 31, 2023 $ 5,721 Lease expense during the period 477 Balance as at March 31, 2024 $ 5,244 |
Investment in Low Carbon Roya_2
Investment in Low Carbon Royalties (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investment in Low Carbon Royalties | |
Schedule of investment | Investment Fair value of NORI Royalty $ 14,000 Cash received (5,000) Cost of Investment on Closing Date 9,000 Equity-accounted investment loss for the year ended 2023 (571) Investment as at December 31, 2023 $ 8,429 Equity-accounted investment loss for the period ended March 31, 2024 78 Investment as at March 31, 2024 $ 8,351 |
Schedule of low carbon royalties | March 31 March 31 2024 2023 Current Assets $ 1,257 1,123 Non-Current Assets 26,009 27,873 Current Liabilities 86 117 Royalty Income $ 394 25 Total Revenue 404 66 Comprehensive Loss for the period $ (241) (649) |
Exploration and Evaluation Ex_2
Exploration and Evaluation Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Exploration and Evaluation Expenses | |
Schedule of exploration and evaluation expenses | NORI Marawa TOML Exploration Option Exploration For the three months ended March 31, 2024 Contract Agreement Contract Total Environmental Studies $ 1,830 $ — $ — $ 1,830 Exploration Labor 2,159 19 156 2,334 Share-Based Compensation (Note 11) 917 (9) 63 971 Mining, Technological and Process Development 11,260 — 338 11,598 Prefeasibility Studies 290 — — 290 Sponsorship, Training and Stakeholder Engagement 687 35 151 873 Other 202 — 25 227 $ 17,345 $ 45 $ 733 $ 18,123 NORI Marawa TOML Exploration Option Exploration For the three months ended March 31, 2023 Contract Agreement Contract Total Environmental Studies $ 2,618 $ — $ — $ 2,618 Exploration Labor 1,078 45 133 1,256 Share-Based Compensation 828 26 83 937 Mining, Technological and Process Development 1,018 — 105 1,123 Prefeasibility Studies 384 — — 384 Sponsorship, Training and Stakeholder Engagement 414 76 237 727 Other 92 — 32 124 $ 6,432 $ 147 $ 590 $ 7,169 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Class of Warrant or Right | |
Schedule of changes in the fair value of warrant liabilities | Private Warrants Warrants liability as at December 31, 2023 $ 1,969 Increase in fair value of warrants liability 531 Warrants liability as at March 31, 2024 $ 2,500 |
Private Warrants | |
Class of Warrant or Right | |
Schedule of fair value measurement input | March 31, December 31, 2024 2023 Exercise price $ 11.50 $ 11.50 Share price $ 1.10 $ 1.10 Volatility 103.00 % 105.34 % Term 2.44 years 2.69 years Risk-free rate 4.39 % 3.98 % Dividend yield 0.0 % 0.0 % |
Class A Warrants | |
Class of Warrant or Right | |
Schedule of fair value measurement input | January 31, 2024 Exercise price $ 3.00 Share price $ 1.31 Call price threshold $ 6.50 Volatility 105.08 % Term (years) 3.92 Risk-free rate 3.89 % Dividend yield 0.0 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Options (Tables) [Line Items] | |
Summary of the RSU activity | Three months Three months ended March 31, ended March 31, Vesting Period 2024 2023 Vesting Immediately (1)(2) 3,800,435 3,237,710 Vesting fully on the first anniversary of the grant date 17,241 — Vesting in thirds on each anniversary of the grant date (3) 7,144,348 8,683,486 Vesting in fourths on each anniversary of the grant date — 343,750 Total Units Granted 10,962,024 12,264,946 1. Of the 3,800,435 RSUs vesting immediately on grant date, 2,812,802 RSUs were issued to settle liabilities with a carrying amount of $4.1 million, at a weighted average grant date fair value of $1.44 per RSU. 2. During the three months ended March 31, 2024, the Company granted 46,333 RSUs to consultants (three months ended March 31, 2023: 23,438 RSUs) resulting in $84 thousand, charged as general and administrative expenses for the three months ended March 31, 2024 (three months ended March 31, 2023: $23 thousand of general and administrative expenses). During the three months ended March 31, 2024, the Company also granted 27,323 RSUs to consultants as a prepayment for their services (three months ended March 31, 2023: nil). 3. During the three months ended March 31, 2024, the Company granted 7,144,348 RSUs, as payment for the 2023 LTIP awards (three months ended March 31, 2023: 8,645,465 RSUs were issued as payment for the 2022 LTIP awards). |
Schedule of company estimated the realization of the vesting conditions | Number of Number of Options Options Outstanding Outstanding under STIP under LTIP Outstanding – December 31, 2022 15,356,340 9,783,922 Expired (162,100) — Exercised (120,000) — Outstanding – December 31, 2023 15,074,240 9,783,922 Forfeited — (139,048) Exercised (120,000) — Outstanding – March 31, 2024 14,954,240 9,644,874 |
Restricted Stock Units ("RSUs") | |
Stock Options (Tables) [Line Items] | |
Summary of the RSU activity | Number of RSUs Outstanding Outstanding – December 31, 2023 12,484,880 Granted 10,962,024 Forfeited (226,054) Exercised (7,112,673) Outstanding – December 31, 2024 16,108,177 |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loss per Share | |
Schedule of anti-dilutive common equivalent shares | For the three For the three months ended months ended March 31, March 31, 2024 2023 Outstanding options to purchase common shares 24,599,114 25,140,262 Outstanding RSUs 16,108,177 13,123,935 Outstanding shares under ESPP 28,796 68,333 Outstanding warrants 30,730,770 36,078,620 Outstanding Special Shares and options to purchase Special Shares 136,239,964 136,239,964 Total anti-dilutive common equivalent shares 207,706,821 210,651,114 |
Nature of Operations (Details)
Nature of Operations (Details) - km² | Mar. 31, 2024 | Mar. 31, 2020 |
NORI | ||
Nature of Operations | ||
Area of exploration granted (in square km) | 74,830 | |
TOML | ||
Nature of Operations | ||
Area of exploration granted (in square km) | 74,713 | |
Marawa | ||
Nature of Operations | ||
Area of exploration granted (in square km) | 74,990 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basis of Presentation | ||
Fair value of assets, Transfers from Level 1 to Level 2 | $ 0 | $ 0 |
Fair value of assets, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value of liabilities, Transfers from Level 1 to Level 2 | 0 | 0 |
Fair value of liabilities, Transfers from Level 2 to Level 1 | 0 | 0 |
Fair value of liabilities, Transfers into (out of) Level 3 | 0 | 0 |
Fair value of assets, Transfers into (out of) Level 3 | $ 0 | $ 0 |
Strategic Alliance with Allse_3
Strategic Alliance with Allseas and Affiliates - Development of Project Zero Offshore Nodule Collection System (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Exploration and evaluation expenses | $ 18,123 | $ 7,169 |
Project Management Technology Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Exploration and evaluation expenses | $ 3,700 | $ 1,000 |
Strategic Alliance with Allse_4
Strategic Alliance with Allseas and Affiliates - Exclusive Vessel Use Agreement with Allseas (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Aug. 14, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 01, 2023 | |
Strategic Alliance with Allseas and Affiliates | |||||
Lease liability | $ 6,500 | ||||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Fair Value Adjustment of Warrants | ||||
Shares issued to Allseas (in shares) | 4,150 | 5,000 | |||
Right-of-use asset | $ 5,244 | $ 5,721 | $ 6,500 | ||
Lease expense | $ 477 |
Strategic Alliance with Allse_5
Strategic Alliance with Allseas and Affiliates - Net Amount Of The Right-Of-Use Asset (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Right-of-use Asset | |
Right-of-use Asset | $ 5,721 |
Lease expense | 477 |
Right-of-use Asset | $ 5,244 |
Strategic Alliance with Allse_6
Strategic Alliance with Allseas and Affiliates - Credit Facility with Allseas Affiliate (Details) shares in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 22, 2024 USD ($) D | Mar. 22, 2023 USD ($) D | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) | |
Credit Facility with Allseas Affiliate | |||||
Underutilization fees | $ 22,000 | ||||
Related party | |||||
Credit Facility with Allseas Affiliate | |||||
Aggregate borrowed amount | $ 20,000,000 | ||||
Allseas | Common Stock | |||||
Credit Facility with Allseas Affiliate | |||||
Shares owned | shares | 53.8 | 53.8 | |||
Percentage of common stock shares outstanding | 16.90% | 17.60% | |||
Unsecured Credit Facility | |||||
Credit Facility with Allseas Affiliate | |||||
Line of credit facility interest rate term | semi-annually | ||||
Line of credit | Allseas and affiliates | Related party | |||||
Credit Facility with Allseas Affiliate | |||||
Aggregate borrowed amount | $ 25,000,000 | ||||
Number of days average considered for basis spread | D | 180 | 180 | |||
Interest rate | 4% | 4% | |||
Interest paid in kind at maturity | 5% | 5% | |||
Credit facility interest rate | 4% | 4% | |||
Underutilization fees | $ 200,000 | $ 27,000 | |||
Related party transaction, amounts of transaction | $ 17,500,000 | $ 13,800,000 |
Investment in Low Carbon Roya_3
Investment in Low Carbon Royalties (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 21, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Strategic Partnerships | |||||
Percentage of contribution to gross royalty | 2% | ||||
Percentage of repurchase of gross royalty | 75% | ||||
Percentage of reduction in NORI royalty | 0.50% | ||||
Percentage of owned carbon royalty | 1.56% | ||||
Percentage of common stock shares received | 35% | ||||
Royalty expense | $ 5,000 | ||||
Conversion of restricted share units (in shares) | 5 | ||||
Increase in percentage of gross royalty in second license block | 1.44% | ||||
Investment | $ 8,351 | $ 8,429 | |||
Equity-accounted investment loss for the year | 78 | (571) | |||
Royalty liability | 14,000 | $ 14,000 | |||
Minimum | |||||
Strategic Partnerships | |||||
Increase in percentage of gross royalty in first license block | 1.56% | ||||
Decrease in percentage of gross royalty | 32% | ||||
Maximum | |||||
Strategic Partnerships | |||||
Increase in percentage of gross royalty in first license block | 3.13% | ||||
Decrease in percentage of gross royalty | 35% | ||||
TOML Acquisition. | |||||
Strategic Partnerships | |||||
Royalty liability | 14,000 | ||||
Low carbon royalties | |||||
Strategic Partnerships | |||||
Investment | 9,000 | ||||
Equity-accounted investment loss for the year | $ 78 | $ (200) |
Investment in Low Carbon Roya_4
Investment in Low Carbon Royalties - Company's share of the net loss generated by the Low Carbon Royalties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Investment in Low Carbon Royalties | ||
Fair value of NORI Royalty | $ 14,000 | |
Cash received | (5,000) | |
Cost of Investment on Closing Date | 9,000 | |
Equity-accounted investment loss for the year | $ 78 | (571) |
Investment as at December 31, 2023 | $ 8,351 | $ 8,429 |
Investment in Low Carbon Roya_5
Investment in Low Carbon Royalties - Financial Results Of Low Carbon Royalties (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Current Assets | $ 5,944 | $ 8,820 | |
Non-Current Assets | 59,511 | 60,076 | |
Current Liabilities | 36,470 | $ 31,334 | |
Low carbon royalties | |||
Schedule of Equity Method Investments [Line Items] | |||
Current Assets | 1,257 | $ 1,123 | |
Non-Current Assets | 26,009 | 27,873 | |
Current Liabilities | 86 | 117 | |
Royalty Income | 394 | 25 | |
Total Revenue | 404 | 66 | |
Comprehensive Loss for the period | $ (241) | $ (649) |
Exploration and Evaluation Ex_3
Exploration and Evaluation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Exploration and Evaluation Expenses | ||
Environmental Studies | $ 1,830 | $ 2,618 |
Exploration Labor | 2,334 | 1,256 |
Share-Based Compensation (Note 11) | 971 | 937 |
Mining, Technological and Process Development | 11,598 | 1,123 |
Prefeasibility Studies | 290 | 384 |
Sponsorship, Training and Stakeholder Engagement | 873 | 727 |
Other | 227 | 124 |
Exploration and evaluation expenses | 18,123 | 7,169 |
NORI Exploration Contract | ||
Exploration and Evaluation Expenses | ||
Environmental Studies | 1,830 | 2,618 |
Exploration Labor | 2,159 | 1,078 |
Share-Based Compensation (Note 11) | 917 | 828 |
Mining, Technological and Process Development | 11,260 | 1,018 |
Prefeasibility Studies | 290 | 384 |
Sponsorship, Training and Stakeholder Engagement | 687 | 414 |
Other | 202 | 92 |
Exploration and evaluation expenses | 17,345 | 6,432 |
Marawa Option Agreement | ||
Exploration and Evaluation Expenses | ||
Exploration Labor | 19 | 45 |
Share-Based Compensation (Note 11) | (9) | 26 |
Sponsorship, Training and Stakeholder Engagement | 35 | 76 |
Exploration and evaluation expenses | 45 | 147 |
TOML Exploration Contract | ||
Exploration and Evaluation Expenses | ||
Exploration Labor | 156 | 133 |
Share-Based Compensation (Note 11) | 63 | 83 |
Mining, Technological and Process Development | 338 | 105 |
Sponsorship, Training and Stakeholder Engagement | 151 | 237 |
Other | 25 | 32 |
Exploration and evaluation expenses | $ 733 | $ 590 |
Registered Direct Offering - Re
Registered Direct Offering - Registered direct offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Jan. 30, 2024 | Aug. 14, 2023 | |
Financing Activity | |||||
Proceeds from Registered Direct Offering | $ 9,000 | ||||
Expenses paid for Registered Direct Offering | $ 142 | ||||
Common Shares | |||||
Financing Activity | |||||
Number of issuance of shares under Registered Direct Offering (Note 12) (in shares) | 4,500,000 | ||||
Common Shares | Class A Warrant | |||||
Financing Activity | |||||
Number of warrants issued | 6,230,770 | 6,230,770 | |||
Direct offering | |||||
Financing Activity | |||||
Remaining committed fund | $ 23,600 | $ 23,600 | $ 9,000 | $ 9,000 | |
Proceeds from Registered Direct Offering | 24,900 | ||||
Expenses paid for Registered Direct Offering | 1,300 | ||||
Net proceeds from Registered Direct Offering | 23,600 | ||||
Direct offering | Class A Warrant | |||||
Financing Activity | |||||
Number of shares agreed to sell and issue | 2,250,000 | ||||
Share price | $ 2 | ||||
Exercise price of warrants | $ 3 | ||||
Remaining committed fund | 4,700 | 4,700 | |||
Number of warrants issued | 2,250,000 | ||||
Direct offering | Common Shares | |||||
Financing Activity | |||||
Number of shares agreed to sell and issue | 4,500,000 | 12,461,540 | |||
Remaining committed fund | $ 18,900 | $ 18,900 | |||
Number of issuance of shares under Registered Direct Offering (Note 12) (in shares) | 12,461,540 | ||||
Direct offering | Common Shares | Class A Warrant | |||||
Financing Activity | |||||
Number of shares agreed to sell and issue | 6,230,770 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) D $ / shares shares | Jan. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) | Mar. 31, 2023 shares | |
Private Warrants | ||||
Class of Warrant or Right | ||||
Fair value of outstanding recorded as warrants liability | $ | $ 2,500 | $ 1,969 | ||
Public warrants | ||||
Class of Warrant or Right | ||||
Number of warrants outstanding | 15,000,000 | 15,000,000 | ||
Value of outstanding Public Warrants | $ | $ 19,500 | |||
Public warrants | SOAC | IPO | ||||
Class of Warrant or Right | ||||
Warrants to acquire shares of common stock | 15,000,000 | |||
Public warrants | Minimum | ||||
Class of Warrant or Right | ||||
Trading days for redemption of public warrants | D | 20 | |||
Public warrants | Maximum | ||||
Class of Warrant or Right | ||||
Consecutive trading days for redemption of public warrants | D | 30 | |||
Public warrants | Redemption of warrants when price per share of class common stock equals or exceeds 18.00 | ||||
Class of Warrant or Right | ||||
Issue price per share | $ / shares | $ 18 | |||
Private placement warrants | ||||
Class of Warrant or Right | ||||
Number of warrants outstanding | 9,500,000 | 9,500,000 | ||
Number of shares issuable per warrant | 0 | |||
Private placement warrants | SOAC | Private Warrants | ||||
Class of Warrant or Right | ||||
Warrants to acquire shares of common stock | 9,500,000 | |||
Class A Warrants | Direct offering | ||||
Class of Warrant or Right | ||||
Number of warrants outstanding | 2,250,000 | |||
Value of outstanding Public Warrants | $ | $ 1,600 |
Warrants - Fair value of warran
Warrants - Fair value of warrant liabilities (Details) - Private Warrants $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Changes in the fair value of warrants liability | |
Warrants liability as at December 31, 2023 | $ 1,969 |
Increase in fair value of warrants liability | 531 |
Warrants liability as at March 31, 2024 | $ 2,500 |
Warrants - Fair value measureme
Warrants - Fair value measurements assumptions (Details) - Private Warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Warrant or Right | ||
Exercise price | $ 11.50 | $ 11.50 |
Share price | $ 1.10 | $ 1.10 |
Volatility | 103% | 105.34% |
Term (years) | 2 years 5 months 8 days | 2 years 8 months 8 days |
Risk-free rate | 4.39% | 3.98% |
Dividend yield | 0% | 0% |
Warrants - Class A Warrants (De
Warrants - Class A Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Jan. 31, 2024 | Jan. 30, 2024 | Dec. 31, 2023 |
Class of Warrant or Right | ||||
Additional paid-in capital | $ 122,691 | $ 122,797 | ||
Direct offering | ||||
Class of Warrant or Right | ||||
Remaining committed fund | 23,600 | $ 9,000 | $ 9,000 | |
Class A Warrants | ||||
Class of Warrant or Right | ||||
Share price | $ 1.31 | |||
Class A Warrants | Direct offering | ||||
Class of Warrant or Right | ||||
Remaining committed fund | 4,700 | |||
Share price | $ 0.69 | |||
Number of warrants outstanding | 2,250,000 | |||
Value of outstanding Public Warrants | $ 1,600 | |||
Additional paid-in capital | 4,800 | $ 3,200 | ||
Common Shares | Direct offering | ||||
Class of Warrant or Right | ||||
Remaining committed fund | $ 18,900 |
Warrants - Fair value measure_2
Warrants - Fair value measurements assumptions of the Class A Warrants (Details) - Class A Warrants | Jan. 31, 2024 $ / shares |
Class of Warrant or Right | |
Exercise price | $ 3 |
Share price | 1.31 |
Call price threshold | $ 6.50 |
Volatility | 105.08% |
Term (years) | 3 years 11 months 1 day |
Risk-free rate | 3.89% |
Dividend yield | 0% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation | ||||
Reversed expense | $ 600 | $ 0 | ||
Short-Term Incentive Plan | ||||
Share-Based Compensation | ||||
Number of stock options outstanding (in shares) | 14,954,240 | |||
Long-term Incentive Plan | ||||
Share-Based Compensation | ||||
Number of stock options outstanding (in shares) | 9,644,874 | |||
Equity option | ||||
Share-Based Compensation | ||||
Share based compensation expense | $ 47 | 200 | ||
Equity option | General and administration expenses | ||||
Share-Based Compensation | ||||
Share based compensation expense | 33 | 100 | ||
Equity option | Exploration and evaluation activities | ||||
Share-Based Compensation | ||||
Share based compensation expense | $ 14 | $ 100 | ||
Short-Term Incentive Plan | ||||
Share-Based Compensation | ||||
Number of stock options outstanding (in shares) | 14,954,240 | 15,074,240 | 15,356,340 | |
2021 Incentive Equity Plan | ||||
Share-Based Compensation | ||||
Aggregate number of common shares reserved for issuance under the plan | 56,634,518 | |||
Additional shares including to the plan 2022 | 12,262,348 | |||
Common Shares issued and outstanding percentage | 4% | |||
2021 Incentive Equity Plan | Non-employee directors | ||||
Share-Based Compensation | ||||
Stock option number of shares outstanding (in shares) | 2,243,853 |
Share-Based Compensation - Summ
Share-Based Compensation - Summarizing the movements in stock options (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Short-Term Incentive Plan | ||
Share-Based Compensation | ||
Number of beginning balance | 15,074,240 | 15,356,340 |
Expired | (162,100) | |
Exercised | (120,000) | (120,000) |
Number of ending balance | 14,954,240 | 15,074,240 |
Long-term Incentive Plan | ||
Share-Based Compensation | ||
Number of beginning balance | 9,783,922 | 9,783,922 |
Forfeited | (139,048) | |
Number of ending balance | 9,644,874 | 9,783,922 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Vesting Period | |||
Aggregate vested units outstanding | 402,922 | ||
Restricted stock units | |||
Vesting Period | |||
Granted | 10,962,024 | 12,264,946 | |
Shares issued | 2,812,802 | ||
Amount to settle liabilities | $ 4,100 | ||
Weighted average grant date fair value | $ 1.44 | ||
Share based compensation expense | $ 3,200 | $ 1,600 | |
Total unrecognized share-based compensation expense | $ 14,800 | $ 6,900 | |
Aggregate vested units outstanding | 16,108,177 | 12,484,880 | |
Restricted stock units | As prepayment for the services | |||
Vesting Period | |||
Granted | 27,323 | 0 | |
Restricted stock units | As payment for the 2022 LTIP awards | |||
Vesting Period | |||
Granted | 7,144,348 | 8,645,465 | |
Restricted stock units | General and administration expenses | |||
Vesting Period | |||
Share based compensation expense | $ 2,000 | $ 700 | |
Restricted stock units | Exploration and evaluation activities | |||
Vesting Period | |||
Share based compensation expense | $ 1,200 | $ 900 | |
Restricted stock units | Consultant | |||
Vesting Period | |||
Granted | 46,333 | 23,438 | |
Restricted stock units | Consultant | General and administration expenses | |||
Vesting Period | |||
Professional and consulting fees | $ 84 | $ 23 | |
Vesting Immediately | Restricted stock units | |||
Vesting Period | |||
Granted | 3,800,435 | 3,237,710 | |
Vesting fully on the anniversary of the grant date | Restricted stock units | |||
Vesting Period | |||
Granted | 17,241 | ||
Vesting in thirds on each anniversary of the grant date | Restricted stock units | |||
Vesting Period | |||
Granted | 7,144,348 | 8,683,486 | |
Vesting in fourths on each anniversary of the grant date | Restricted stock units | |||
Vesting Period | |||
Granted | 343,750 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of the RSU activity (Details) - Restricted stock units - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Number of RSUs Outstanding | ||
Outstanding - December 31, 2023 | 12,484,880 | |
Granted | 10,962,024 | 12,264,946 |
Forfeited | (226,054) | |
Exercised | (7,112,673) | |
Outstanding - March 31, 2024 | 16,108,177 |
Share-Based Compensation - Empl
Share-Based Compensation - Employee Share Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 14, 2023 | Feb. 21, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation | ||||
Aggregate of common shares to the investors | 4,150,000 | 5,000,000 | ||
Employee Share Purchase Plan | ||||
Share-Based Compensation | ||||
Percentage of common stock shares outstanding | 1% | |||
Share based compensation expense | $ 18 | $ 19 | ||
Employee Share Purchase Plan | Exploration and evaluation activities | ||||
Share-Based Compensation | ||||
Share based compensation expense | $ 9 | 7 | ||
Common Stock | Employee Share Purchase Plan | ||||
Share-Based Compensation | ||||
Aggregate of common shares to the investors | 10,998,032 | |||
Issuance of common shares added to ESPP | 3,065,587 | |||
Employee Share Purchase Plan | General and administration expenses | ||||
Share-Based Compensation | ||||
Share based compensation expense | $ 9 | $ 12 |
Loss per Share - Anti-dilutive
Loss per Share - Anti-dilutive common equivalent shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Loss per Share | ||
Total anti-dilutive common equivalent shares | 207,706,821 | 210,651,114 |
Employee Stock Option | ||
Loss per Share | ||
Total anti-dilutive common equivalent shares | 24,599,114 | 25,140,262 |
Outstanding RSUs | ||
Loss per Share | ||
Total anti-dilutive common equivalent shares | 16,108,177 | 13,123,935 |
Outstanding shares under ESPP | ||
Loss per Share | ||
Total anti-dilutive common equivalent shares | 28,796 | 68,333 |
Outstanding warrants | ||
Loss per Share | ||
Total anti-dilutive common equivalent shares | 30,730,770 | 36,078,620 |
Outstanding Special Shares and options to purchase Special Shares | ||
Loss per Share | ||
Total anti-dilutive common equivalent shares | 136,239,964 | 136,239,964 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | |||||||
May 13, 2024 USD ($) | Mar. 22, 2024 USD ($) D | Mar. 22, 2023 USD ($) D | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jan. 31, 2024 USD ($) | Jan. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transactions | ||||||||
Aggregate Subsidiaries | $ 50,000,000 | |||||||
Underutilization fees | $ 22,000 | |||||||
Credit facility | $ 2,900,000 | |||||||
Related party | ||||||||
Related Party Transactions | ||||||||
Aggregate borrowed amount | $ 20,000,000 | |||||||
SSCS Pte. Ltd | Related party | DeepGreen Engineering Pte. Ltd | ||||||||
Related Party Transactions | ||||||||
Consulting services | 25,000 | $ 69,000 | ||||||
Amounts payable | 8,000 | $ 17,000 | ||||||
SSCS Pte. Ltd | Related party | General and administration expenses | DeepGreen Engineering Pte. Ltd | ||||||||
Related Party Transactions | ||||||||
Consulting services | 7,000 | 14,000 | ||||||
SSCS Pte. Ltd | Related party | Exploration and Evaluation | DeepGreen Engineering Pte. Ltd | ||||||||
Related Party Transactions | ||||||||
Consulting services | 18,000 | 55,000 | ||||||
Ocean Renaissance LLC | Chief Ocean Scientist | ||||||||
Related Party Transactions | ||||||||
Consulting services | 50,000 | 94,000 | ||||||
Amounts payable | 25,000 | $ 25,000 | ||||||
Ocean Renaissance LLC | Chief Ocean Scientist | General and administration expenses | ||||||||
Related Party Transactions | ||||||||
Consulting services | 27,000 | 52,000 | ||||||
Ocean Renaissance LLC | Chief Ocean Scientist | Exploration and Evaluation | ||||||||
Related Party Transactions | ||||||||
Consulting services | 23,000 | 42,000 | ||||||
Allseas and affiliates | Related party | Line of credit | ||||||||
Related Party Transactions | ||||||||
Aggregate borrowed amount | $ 25,000,000 | |||||||
Interest rate | 4% | 4% | ||||||
Number of days average considered for basis spread | D | 180 | 180 | ||||||
Credit facility interest rate | 4% | 4% | ||||||
Underutilization fees | 200,000 | $ 27,000 | ||||||
Interest paid in kind at maturity | 5% | 5% | ||||||
Gerard Barron | Related party | ||||||||
Related Party Transactions | ||||||||
Aggregate borrowed amount | $ 10,000,000 | |||||||
ERAS Capital LLC | Related party | ||||||||
Related Party Transactions | ||||||||
Aggregate borrowed amount | $ 10,000,000 | |||||||
Direct offering | ||||||||
Related Party Transactions | ||||||||
Remaining committed fund | $ 23,600,000 | $ 9,000,000 | $ 9,000,000 |
Segmented Information (Details)
Segmented Information (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segmented Information | |
Number of operating segment | 1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (25,194) | $ (13,748) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |