On March 16, 2022, NORI and Allseas Group S.A. (“Allseas”) entered into a non-binding term sheet for the development and operation of a commercial nodule collection system. For the year ended December 31, 2025, Allseas provided the Company with engineering, project management and vessel use services consisting of lay-up costs totaling $5.0 million, as part of the development of the commercial nodule collection system. These costs were recorded as mining, technological and process development within exploration and evaluation expenses (Note 11) (2024: $11.9 million).

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”) to the Company in support of the development of a commercial nodule collection system until the system is completed or December 31, 2026, whichever is earlier. In consideration of the exclusivity term, the Company, on August 14, 2023, issued 4.15 million common shares to Allseas. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

The Company recorded a lease liability and right-of-use asset of $6.5 million, which represents the fair value of 4.15 million common shares issued to Allseas on August 14, 2023, as consideration, and equal to the present value of the lease payments. The entire lease liability was settled within 14 days of the commencement of the lease and the discount rate for calculating the present value of lease payments was determined to be insignificant.

For the year ended December 31, 2025, the Company has recognized $1.9 million as lease expense recorded as exploration and evaluation expense (December 31, 2024: $1.9 million).


		Right-of-use Asset
Balance as at December 31, 2023		$	5,721
Lease expense during the year			(1,907)
Balance as at December 31, 2024		$	3,814
Lease expense during the year			(1,907)
Balance as at December 31, 2025		$	1,907

On March 22, 2023, the Company entered into an Unsecured Credit Facility Agreement, which was amended on July 31, 2023 (“2023 Credit Facility”), with Argentum Cedit Virtuti GCV (the “Lender”), the parent of Allseas Investments S.A. (“Allseas Investments”) and an affiliate of Allseas, pursuant to which, the Company could borrow from the Lender up to $25 million in the aggregate, from time to time, subject to certain conditions. All amounts drawn under the 2023 Credit Facility bore 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 a margin of 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 had to pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remained undrawn under the 2023 Credit Facility. The Company had the ability to settle certain charges under the 2023 Credit Facility in cash or in equity at the discretion of the Company. The 2023 Credit Facility also contained customary events of default.

On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the 2023 Credit Facility was cancelled with the only obligation remaining being the underutilization fees amounting to $2 million.

During the year ended December 31, 2025, the Company did not draw down any amount from the 2023 Credit Facility (December 31, 2024 - $nil) and incurred $0.2 million as underutilization fees (December 31, 2024: $1 million).

On September 9, 2024, the Company entered into a working capital loan agreement (the “Working Capital Loan Agreement”) with Allseas Investments, a company related to Allseas, and on the next day received initial principal amount of $5 million (“Working Capital Loan”). Pursuant to an amendment dated October 18, 2024, the agreement was amended to increase the loan amount to $7.5 million, reflecting an additional $2.5 million draw. The Working Capital Loan was payable to Allseas Investments on or before the earlier of (i) the occurrence of certain financing events and (ii) April 1, 2025 (the “Repayment Date”). The Working Capital Loan bore interest based on the 6-month Secured Overnight Financing Rate, 180-day average plus a margin of 4.0% per annum and was payable in two installments on January 2, 2025, and the Repayment Date (or plus a margin of 5.0% if all interest payments are deferred to the Repayment Date, at the Company’s election). On March 24, 2025, the Company entered into a Letter Agreement with Allseas Investments, pursuant to which the Repayment Date under the Working Capital Loan Agreement was extended to September 30, 2025, with principal and interest repayable on that date.

On June 4, 2025, the Company repaid the outstanding loan principal and interest, amounting to $7.5 million and $0.5 million, respectively, thereby cancelling the Working Capital Loan Agreement. For the year ended December 31, 2025, the Company incurred $0.3 million as interest expense (December 31, 2024: $0.2 million).

On May 12, 2025, the Company entered into a securities purchase agreement with Allseas (Note 14) pursuant to which the Company issued 2,333,333 common shares of the Company, and 2,333,333 Class C Warrants to Allseas in exchange for gross proceeds of $7 million.

As at December 31, 2025, the total amount payable to Allseas and its affiliates was $34.2 million of which $32.2 million related to the development of the nodule collection system and $2 million related to the underutilization fees payable on the 2023 Credit facility. These amounts were recorded in accrued liabilities in the consolidated balance sheet which can be settled in cash or equity at the Company’s discretion (Note 13) (December 31, 2024: $33.3 million, of which $25.8 recorded as accrued liabilities and $7.5 million recorded as short-term debt). As at December 31, 2025, Allseas and its affiliates owned 56.1 million common shares of the Company (2024: 53.8 million TMC common shares) which constituted 13.3% (December 31, 2024: 15.8%) of total common shares outstanding.