TMC the metals Co Inc.

Location of the NORI Area and access

The NORI Contract Area is located within the CCZ of the northeast Pacific Ocean. The CCZ is located in international waters between Hawaii and Mexico. The western-end of the CCZ is approximately 1,000 kilometers south of the Hawaiian island group. From here, the CCZ extends almost 5,000 kilometers east-northeast, in an approximately 600 kilometers wide trend, with the eastern limits approximately 2,000 kilometers west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets. The NORI Contract Area comprises four separate blocks (A, B, C and D) in the CCZ with a combined area of 74,830 square kilometers.

NORI Contract Area extents

Minimum · Maximum · Minimum · Maximum · Minimum · Maximum · Minimum · Maximum

Latitude · Latitude · Longitude · Longitude · UTM X · UTM X · UTM Y · UTM Y · UTM

Area · (DD) · (DD) · (DD) · (DD) · (m) · (m) · (m) · (m) · Zone

A · 11.5000 · 13.00000 · (134.5830) · (133.8330) · 545220.4 · 627276.0 · 1271339 · 1437255 · 8

B · 13.5801 · 14.00000 · (134.0000) · (133.2000) · 607995.7 · 694759.8 · 1501590 · 1548425 · 8

C · 12.0000 · 14.93500 · (123.0000) · (120.5000) · 500000.0 · 769458.3 · 1326941 · 1652649 · 10

D · 9.8950 · 11.08333 · (117.8167) · (116.0667) · 410465.2 · 602326.1 · 1093913 · 1225353 · 11

DD — Decimal degrees, UTM — Universal Transverse Mercator map projection

As the CCZ deposit does not include any habitable land and is not near coastal waters, there is no requirement to negotiate access rights from landowners for seafloor collection operations. All personnel and material will be transported to the project area by ship.

See Section 3 of the NORI-D PFS for further specific information of the location of the NORI Contract Area.

Tenements and permits

See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement and Business- Laws and Regulations- International Seabed Authority above for information related to tenements and permits in the NORI Contract Area.

NORI obligations and sponsorship

See Business- Laws and Regulations-The NORI ISA Exploration Contract, Business- Laws and Regulations-The NORI Sponsorship Agreement above for information related to this agreement in the NORI Contract Area.

Royalties and taxes

See Business- Laws and Regulations-Royalties and Taxes above for information with respect to our obligations for royalties and taxes in the NORI Contract Area.

History of previous exploration activities in the NORI Contract Area

Prior to the implementation of UNCLOS, many offshore exploration campaigns were completed by international organizations and consortia. A number of at-sea trial collection operations were successfully carried out in the CCZ in the 1970s to test potential collection concepts. These system tests evaluated the performance of self-propelled and several towed collection devices, along with submersible pumps and airlift technology for lifting the nodules from the deep ocean floor to the support vessel. Certain pioneer investors include those entities that carried out substantial exploration in the CCZ prior to the entry into force of UNCLOS, as well as those entities that inherited such exploration data.

NORI Area D was originally explored by Arbeitsgemeinschaft Meerestechnisch Rohstoffe (“AMR”). AMR subsequently joined Ocean Management Inc. (“OMI”). The OMI consortium comprised Inco Ltd (Canada), AMR (Federal Republic of Germany), SEDCO Inc. (US), and Deep Ocean Mining Co. Ltd (Japan). OMI completed a successful trial collection operation in 1978. Hydraulic pumps, an air lift system, and towed collectors were tested in approximately 4,500 meters of water. Approximately 800 tonnes of nodules were recovered.

Kennecott consortium (now a division of Rio Tinto) first became seriously interested in seafloor polymetallic nodules in 1962 (Agarwal et al. 1979). In the 1970s, Kennecott developed and tested components and subsystems of a seafloor collection system and also carried out significant polymetallic nodule metallurgical processing test work.

Using a different system to OMI, Ocean Mining Associates recovered approximately 500 tonnes of nodules during its trial collection in the 1970s.

Between 1969 and 1974, Deepsea Ventures Inc. carried out 16 survey cruises of three to four weeks’ duration each, to define the extent of the polymetallic nodule deposit discovered by them in 1969 in the CCZ. As reported by Deepsea Ventures Inc.:

• Mineral resource and mineral reserve estimates from the contract areas of NORI and TOML are only estimates.
• Uncertainty in our estimates of polymetallic nodule deposits could result in lower-than-expected revenues and higher costs.
• We operate in a competitive industry, and there are no assurances that our efforts will be successful.
• The prevailing market prices of nickel, manganese, copper, cobalt, and other commodities will have a material impact on our ability to achieve commercial success.
• We may be adversely affected by fluctuations in demand for nickel, manganese, copper, cobalt, and other commodities.
• We may experience difficulty in creating market acceptance for a novel manganese product.
• Our ability to generate revenue will be diminished if we are unable to compete with substitutions for the minerals that we intend to process or adapt to shifts in end-market demand.
• III.Social License and Public Perceptions Risks.
• Negative perceptions related to the offshore collection of polymetallic nodules could have a material adverse effect on our business.
• We, our partners and our shareholders may be adversely impacted by pressure and lobbying from non-governmental organizations.
• IV. Offshore and Onshore Technology Risks and Operational Risks.
• Offshore collection and onshore processing and refining operations pose inherent risks and costs that may negatively impact our business.
• The polymetallic nodules that we may recover may require specialized transfer and delivery equipment and processes, and there is no certainty that we will be able to develop or otherwise access such transfer and delivery equipment or processes that are suitable for our purposes.
• Our business is contingent on our ability to successfully identify, collect, ship and process polymetallic nodules profitably, and in doing so, we will need to rely on certain existing and future strategic relationships, some of which we may be unable to maintain and/or develop.
• Some of the offshore equipment that we will need to accomplish our objectives has not been manufactured and/or tested.
• Our business is substantially dependent on our strategic relationship with Allseas. If we and Allseas are unable to successfully maintain and expand this relationship, our business may be materially harmed.
• The polymetallic nodules that we may recover may require specialized onshore processing and refining, and there is no certainty that such processes will result in a recovery of metals that is consistent with our expectations, or that we will be able to develop or otherwise access processing plants that are suitable for our purposes.
• Our exploration, development and polymetallic nodule collecting activities may be affected by natural hazards, which could have a material adverse effect on our business.
• Fluctuations in transportation costs or disruptions in transportation, processes or services, or damage or loss during transport could decrease our profitability or impair our ability to supply polymetallic nodules, processed minerals or products to our customers, which could adversely affect our results of operations.
• Actual capital costs, financing strategies, operating costs, production and economic returns may differ significantly from those we have anticipated and there can be no assurance that any future development activities will result in profitable metal production operations.
• We have limited operating history, and there can be no assurance that we will be able to commercially develop our resource areas or achieve profitability in the future.
• Work stoppages or similar difficulties could significantly disrupt our operations, reduce our revenues and materially adversely affect our results of operations.
• A shortage of skilled technicians and engineers may further increase operating costs, which could materially adversely affect our results of operations.
• We depend on key personnel for the success of our business. The loss of key personnel or the hiring of ineffective personnel could negatively impact our operations and profitability.
• Our growth will depend on our ability to execute on our plans and expand our operations and controls while maintaining effective cost controls.
• We are dependent upon information technology systems, which are subject to cyber threats, disruption, damage and failure.
• V. Intellectual Property Risks.
• We may not be able to adequately protect our intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.
• We or our partners may not be able to obtain necessary patents and the legal protection afforded by any patents may not adequately protect our or our partners’ rights or permit us to gain or keep any competitive advantage.
• If we infringe, or are accused of infringing, on the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.
• VI. Public Company Risks and Risks Related to our Securities
• Our business is capital intensive, and we will be required to raise additional funds in the future to accomplish our objectives. This additional financing may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to reduce or terminate our operations.
• We may issue additional common shares or other equity securities without shareholder approval, which would dilute your ownership interests and may depress the market price of our common shares and sales of a substantial amount of our common shares may cause the price of our Common Shares to fall.
• If our outstanding warrants are exercised, the number of shares eligible for future resale in the public market will increase and result in dilution to our shareholders. You will likely experience further dilution if we issue common shares in future financing transactions.
• There can be no assurance that the Public Warrants, Private Warrants, Class A Warrants, Class B Warrants, Class C Warrants, Korea Zinc Warrants, Nauru Warrants, and Tonga Warrants will be in the money, and they may expire worthless.
• We are involved in litigation that may adversely affect us.
• We may incur debt in the future, and our ability to satisfy our obligations thereunder remains subject to a variety of factors, many of which are not within our control.
• An active trading market for our common shares and warrants may not be sustained, which would adversely affect the liquidity and price of our securities.
• There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
• If we are unable to implement and maintain effective internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and we may face litigation.
• The market price of our securities may be volatile, which could cause the value of your investment to decline.
• We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous, thereby making the warrants worthless.
• Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.
• As we are not a reporting issuer in Canada, our common shares and Special Shares may be subject to restrictions on resale in Canada.
• We are exposed to risks vis-à-vis our multi-national operations, which could adversely affect our business.
• We may be classified as a PFIC in any taxable year which could result in adverse U.S. federal income tax consequences to U.S. holders.
• Canadian law and our Notice and Articles contain certain provisions, including anti-takeover provisions that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.
• Our Notice of Articles and Articles provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in the Province of British Columbia, Canada, and will contain an exclusive federal forum provision for certain claims under the Securities Act, which could limit your ability to obtain a favorable judicial forum for disputes with us.
• Our Notice and Articles permit us to issue an unlimited number of common shares and preferred shares without seeking approval of the holders of our common shares.
• As a company incorporated in British Columbia with some of our directors and officers residing outside of the U.S., it may be difficult for investors in the U.S. to enforce civil liabilities against us based solely upon the federal securities laws of the U.S.