Business Context and Reporting Period
TMC The Metals Company Inc. (TMC) is a deep seabed minerals developer focused on collecting, processing, and refining polymetallic nodules from the Clarion Clipperton Zone (CCZ) in the Pacific Ocean. The company targets critical metals including nickel, copper, cobalt, and manganese. This 10-K filing covers the fiscal year ended December 31, 2025. TMC operates under two parallel regulatory regimes: the International Seabed Authority (ISA) via subsidiaries NORI and TOML, and the U.S. Deep Seabed Hard Mineral Resources Act (DSHMRA) via TMC USA. In August 2025, TMC released a Pre-Feasibility Study (PFS) for NORI Area D, declaring the world's first mineral reserves for a seafloor polymetallic nodule project.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $319.8 million | $81.9 million |
| Cash and Cash Equivalents (Year End) | $117.6 million | $3.5 million |
| Operating Cash Flow | ($42.9 million) | ($43.5 million) |
| Financing Cash Flow | $156.6 million | $40.7 million |
| Accumulated Deficit | ($951.3 million) | ($631.4 million) |
| Common Shares Outstanding | 422,966,333 | 340,708,460 |
Note: TMC is a pre-revenue development company. The significant increase in net loss for 2025 was driven by non-cash charges, including a $131 million increase in the fair value of a royalty liability and $38 million in warrant costs issued to Nauru and Tonga.
Material Changes vs. Prior Period
- Regulatory Progress: In April 2025, TMC USA submitted the first-ever commercial recovery permit application to NOAA under DSHMRA. In January 2026, a consolidated application was filed, increasing the commercial recovery area to approximately 65,000 km². NOAA determined the application was in "substantial compliance" in March 2026.
- Resource Declaration: The August 2025 NORI-D PFS declared 51 million tonnes of probable mineral reserves in the Initial Mining Area of NORI Area D, containing approximately 1.4% nickel, 1.1% copper, 0.13% cobalt, and 31% manganese.
- Strategic Partnerships: Secured a $85.2 million strategic investment from Korea Zinc in June 2025. Signed a Strategic Partnership Agreement with Mariana Minerals in March 2026 to develop a potential processing facility in Brownsville, Texas.
- Technology Milestones: Partner PAMCO completed a feasibility study in June 2025 after successfully smelting 2,000 tonnes of nodules at its Hachinohe facility. TMC also announced the successful production of battery-grade manganese sulfate in November 2025.
- Capital Structure: Raised significant capital through a registered direct offering ($37 million) and the Korea Zinc investment ($85.2 million), increasing cash reserves from $3.5 million to $117.6 million.
Guidance, Outlook, and Risks
Outlook: TMC anticipates receiving a commercial recovery permit from NOAA within one year of the consolidated application (targeting late 2026/early 2027). The company aims to commission the first commercial nodule collection system (Production System #1) in Q4 2027 and commence production during the current U.S. administration. The long-term plan involves a phased ramp-up to 12 million tonnes per year (Mtpa) by 2031-2045.
Management Commentary: Management emphasizes the strategic importance of U.S. domestic supply chains for critical minerals, citing Executive Order 14825 which directs expedited permitting. The company highlights its "near-zero solid waste" processing flowsheet and the environmental advantages of deep-sea nodules compared to terrestrial mining.
Key Risks:
- Regulatory Uncertainty: No commercial recovery permit has ever been issued under DSHMRA. The timeline for NOAA approval is uncertain, and the U.S. regulatory pathway is distinct from the ISA regime, creating potential diplomatic or legal conflicts.
- Technology Execution: Commercial-scale nodule collection has never been undertaken. Risks include equipment failure, inability to scale the collection system, and unproven metallurgical recovery rates at full scale.
- Environmental and Social License: The industry faces opposition from NGOs and some governments regarding deep-sea mining impacts. TMC must navigate complex environmental impact statements (EIS) and potential litigation.
- Financing: As a pre-revenue company, TMC requires significant additional capital to fund construction and operations. Future financing may be dilutive or unavailable on favorable terms.
Investor Verification Checklist
- Permitting Status: Verify the current status of the TMC USA consolidated application with NOAA and any updates on the Environmental Impact Statement (EIS) process.
- Capital Runway: Assess the $117.6 million cash balance against the projected capital expenditures required to upgrade the Hidden Gem vessel and construct onshore processing facilities.
- Reserve Classification: Confirm that the 51 million tonnes of "probable reserves" are strictly limited to the Initial Mining Area of NORI Area D and do not apply to the broader resource base.
- Offtake Agreements: Review the terms of the Glencore offtake agreement (covering 50% of NORI nickel/copper) and the status of definitive tolling agreements with PAMCO or Korea Zinc.
- Legal Proceedings: Monitor the status of the American Metal Inc. lawsuit filed in January 2026 regarding alleged breach of contract and misuse of confidential information.