The metals company Inc. (TMC), a leading explorer of the world’s largest undeveloped resource of critical metals essential to energy, defense, manufacturing, and infrastructure, announced a $37 million registered direct offering through a securities purchase agreement with Michael Hess and his affiliated private investment vehicles. Brian Paes-Braga, Managing Partner at SAF Group and a long-time supporter of TMC, is participating alongside Mr. Hess in the offering. An existing strategic TMC investor is also participating in the offering.

Pursuant to the agreement, TMC will issue 12.3 million common shares at $3.00 per share, with each share accompanied by a Class C warrant to purchase one additional share at an exercise price of $4.50 per share. The warrants have a three-year term and include a compulsory exercise provision if the stock trades above $7.00 per share for 20 consecutive trading days. Gross proceeds are expected to total approximately $37 million before expenses. Proceeds will be used to advance the Company’s commercial development plans and for general corporate purposes and are expected to be sufficient to fund operations through the potential issuance of a commercial recovery permit. The offering is expected to close on or about May 22, 2025, subject to customary closing conditions.

TMC’s Chairman and CEO, Gerard Barron, commented: “In recent weeks, both our company and the industry have made major strides. On April 24th, President Trump issued an Executive Order to accelerate seabed mining through expedited permitting, evaluation of offtake rights, and potential federal investment. Just days later, TMC submitted the world’s first commercial recovery application for nodules in international waters—more than two months ahead of schedule. We’re thrilled to welcome Michael Hess as a strategic partner. He brings over 15 years of exploration and production experience as both an investor and operator, along with deep relationships across the US.”

Michael Hess commented: “Brian Paes-Braga and I have been evaluating opportunities in critical minerals for some time, specifically looking for opportunities that will advance America’s mineral independence. We believe TMC is a unique company with the potential to play a key role in that effort. It is exciting to support the emergence of an entirely new resource category of ocean minerals and to help accelerate its development in service of the national interest.”

Shelf registration statements on Form S-3, including base prospectuses relating to the securities being offered, were filed on September 16, 2022, and November 30, 2023, respectively, and declared effective by the US Securities and Exchange Commission (SEC) on October 14, 2022, and December 8, 2023, respectively. The offering is being made only by means of written prospectuses and a prospectus supplement that form a part of the registration statements. A prospectus supplement dated May 12, 2025, describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.