The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides an aggregate number of common shares reserved for future issuance under the Incentive Plan. As at December 31, 2025, there were a total of 110,262,856 common shares reserved for issuance under the Incentive Plan. This amount includes 40,000,000 common shares added to the plan pursuant to the shareholder’s approval obtained at the special meeting of the Company’s shareholders held on August 28, 2025. With this increase, as of December 31, 2025, 11,690,432 common shares remained available for future issuance under the Incentive Plan, 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 Incentive 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.

Share-based awards consisting of RSUs and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan.

Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”).

Following the special shareholders meeting, 6,500,000 options and 11,915,676 RSUs were granted on August 28, 2025.

A continuity schedule summarizing the movements in the Company’s stock options under the Incentive Plan is as follows:


				Weighted
				average			Aggregate			Weighted
		Number of		exercise			intrinsic			average
		Options		price per			value of stock			contractual life
		Outstanding		option			options			(years)
Outstanding – December 31, 2023		—			—			—		—
Granted		3,940,000		$	1.71			—		—
Outstanding – December 31, 2024		3,940,000		$	1.71			—		6.27
Granted		7,750,000			4.19			—		—
Forfeited		(500,000)			1.71			—		—
Outstanding – December 31, 2025		11,190,000		$	3.43		$	30,691		4.63
Outstanding – December 31, 2025 - Vested and exercisable		7,834,167		$	4.16		$	15,736		4.50

A summary of the Company’s stock options granted and outstanding under the Company’s Incentive Plan as at December 31, 2025 is as follows:


							Number of Options
					Weighted average		Outstanding and
Expiry Date		Exercise price			life to expiry (years)		Exercisable
June 1, 2028		$	1.73		2.42		750,000
June 4, 2030		$	4.66		4.43		6,500,000
April 9, 2031		$	1.71		5.27		3,440,000
March 4, 2032		$	1.71		6.18		500,000
							11,190,000

As on December 31, 2025, 11,190,000 stock options were outstanding under the Incentive plan.

During the first quarter of 2025, the Company granted 1,250,000 stock options out of which 500,000 stock options vest in thirds on each anniversary of the grant date. The fair value of the stock options vesting in thirds was estimated on the date of grant using the Black-Scholes method and the following assumptions:


		March 4,
		2025
Exercise price		$	1.71
Share price		$	1.68
Volatility			103.85	%
Term⁽¹⁾			4.5 years
Risk-free rate			3.92	%
Dividend yield			0.0	%

Tranche 3 – 20% upon the date that the ISA grants an exploitation contract to the Company; and

Tranche 4 – 20% upon the commencement of the first commercial production following the grant of the exploitation contract.

Tranche 1 and Tranche 2 vest based on market conditions of the Company’s market capitalization reaching $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $1.09 per share and $0.90 per share and derived service periods of 1.40 years and 1.88 years, respectively. The Company will expense these awards rateably over the remaining service period. Tranche 3 and Tranche 4 of the stock options granted vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. In 2025, Tranche 1 vested, and the Company recognized the entire fair value of the options under that tranche. The options included in Tranche 3 and Tranche 4 had a grant date fair value of $1.20 and $1.24 per share respectively. The Company will recognize compensation costs for the performance-based awards when the Company concludes that it is probable that the performance conditions will be achieved. As the achievement of performance of these conditions at December 31, 2025 was not probable, the Company has not recorded any compensation expense for the performance-based awards. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when the criteria is determined to be probable.

The fair values of the options in Tranche 1 and Tranche 2 were estimated on the date of grant using the Monte Carlo method whereas the fair values of the options in Tranche 3 and Tranche 4 were determined using the Black-Scholes valuation and the following assumptions:


		March 14, 2025
Tranche		Tranches 1 and 2			Tranche 3		Tranche 4
Exercise price		$	1.73		1.73		1.73
Share price		$	1.85		1.85		1.85
Volatility			100.62	%	99.67	%	100.62	%
Term			3.22 years		3.01 years		3.22 years
Risk-free rate			3.93	%	3.92	%	3.93	%
Dividend yield			0.0	%	0.0	%	0.0	%

On August 28, 2025, and in consideration for strategic consulting services rendered, the Company granted 6,500,000 options out of which 5,000,000 options were granted to a director of the Company. The 6,500,000 options vest as follows:

Tranche 1:50% vest upon the Company’s share price trading above $5 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $2.2 billion, for ten consecutive days.

Tranche 2: 50% vest upon the Company’s share price trading above $7 for ten consecutive days, or the Company’s market capitalization reaches or exceeds $3 billion, for ten consecutive days.

These options were determined to be market-based awards and the grant date fair value of both tranches was calculated at $4.10 per unit using Black-Scholes valuation and the following assumptions.


		August 28,
			2025
Exercise price		$	4.66
Share price		$	5.26
Volatility			104.10	%
Term			4.77 years
Risk-free rate			3.62	%
Dividend yield			0.0	%

As the vesting conditions were met as of the date of the grant, the Company amortized the entire fair value of the options amounting to $26.7 million in the third quarter of 2025.

During the year, the Company recognized $28.8 million of share-based compensation expense (2024: $1.3 million) related to the amortization of stock options out of which $28.6 million was recorded under general and administrative expenses in the statement of loss and comprehensive loss (2024: $1.3 million) and $0.2 million was recorded under exploration and evaluation expenses (2024: $ nil).

The intrinsic value of the outstanding stock options was $30.7 million (2024: $nil) and was calculated by considering the closing market price of the Company’s common shares as the fair value of the Company’s common share. The total unrecognized share-based compensation expense of $2.6 million (2024: $4 million) is expected to be recognized over a period of approximately two years.

No new stock options were granted by the Company as STIPs or LTIPs under the 2018 Plan during 2025 and 2024.

A continuity schedule summarizing the movements in the Company’s stock options under the STIP plan granted under the 2018 Plan is as follows:


				Weighted		Aggregate			Weighted
				average		intrinsic			average
		Number of		exercise		value of			contractual
		Options		price per		stock			life
		Outstanding		option		options			(years)
Outstanding – December 31, 2023		15,074,240		$	1.41	$	5,425		4.18
Exercised		(715,772)			0.65		—		—
Expired		(57,893)			2.60		—		—
Outstanding – December 31, 2024		14,300,575		$	1.45	$	5,321		3.25
Exercised		(4,051,304)			0.63		—		—
Expired		(11,578)			0.65		—		—
Outstanding – December 31, 2025 Vested and exercisable		10,237,693		$	1.77	$	47,037		2.26

A summary of the Company’s stock options outstanding under the Company’s STIP under the 2018 Plan as at December 31, 2025 is as follows:


					Weighted average		Number of Options
					life to expiry		Outstanding and
Expiry Date		Exercise price			(years)		Exercisable
January 27, 2026		$	0.52-$2.59		0.07		590,509
February 2, 2026		$	0.65		0.09		34,816
February 17, 2026		$	0.52		0.13		75,260
June 1, 2028		$	0.65 - $8.64		2.42		8,842,391
June 30, 2028		$	2.59		2.50		694,717
							10,237,693

As at December 31, 2025, all the options are vested and the total unrecognized share-based compensation expense was $nil.

The closing market price of the Company’s common shares is considered to be the fair value of the Company’s common share to determine the intrinsic value of outstanding stock options. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025, was $22.6 million (2024: $0.7 million).

The Company did not recognize any share-based compensation expense related to STIP stock options in the statement of loss and comprehensive loss for the current period, as the full fair value of the STIP stock options was expensed by the end of 2024 (2024: Total $47 thousand of which $14 thousand related to exploration and evaluation activities and $33 thousand related to general and administrative matters).

On March 4, 2021, the Company granted 9,783,922 stock options as LTIP under the 2018 Plan. These stock options have an exercise price of $0.65 per option and expire on June 1, 2028.

Tranche 1 and Tranche 2 vest based on the Company’s market capitalization of $3 billion and $6 billion, respectively. Accordingly, these options are determined to be market-based awards for which the Company has calculated fair value and derived a service period through which to expense the related fair value. The options included in Tranche 1 and Tranche 2 had a grant date fair value of $5.59 per share and $5.42 per share and derived service periods of 0.33 years and 1.41 years, respectively. The Company expensed these awards ratably over the remaining service period. The total fair value of Tranche 1 and Tranche 2 was expensed by the end of 2022. Tranche 1 vested during the second quarter of 2025 as the Company’s market capitalization exceeded $3 billion.

Tranche 3 and Tranche 4 of the LTIP stock options vest based on the date the ISA grants an exploitation contract and the commencement of commercial production. These options are determined to be performance-based awards. The Company will recognize compensation costs for the performance-based awards if and when the Company concludes that it is probable that the performance conditions will be achieved. As at December 31, 2025, no compensation expense related to the performance-based awards was recorded as the awarding of an ISA contract is outside the control of the Company. The Company will reassess the probability of the vesting of the performance-based awards at each reporting period and adjust the compensation cost when determined to be probable.

A continuity schedule summarizing the movements in the Company’s stock options under the LTIP plan granted under the 2018 Plan is as follows:


				Weighted
		Number of		average			Aggregate
		Options		exercise price			intrinsic value
		Outstanding		per option			of stock options
Outstanding – December 31, 2023		9,783,922		$	0.65		$	4,403
Expired		(139,048)			0.65			—
Outstanding – December 31, 2024		9,644,874		$	0.65		$	4,533
Exercised		(695,242)			0.65			—
Expired		—			—			—
Outstanding – December 31, 2025		8,949,632		$	0.65		$	49,402
Outstanding – December 31, 2025 - Vested and exercisable		1,668,575		$	0.65		$	9,211

As at December 31, 2025, total unrecognized share-based compensation expense for the LTIP stock options was $23 million (2024: $23 million). The aggregate intrinsic value of stock options exercised during the year ended December 31, 2025, was $4.4 million (2024: $nil).

The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Incentive 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.


				Weighted
		Number of RSUs		average grant-
		Outstanding		date fair value
Outstanding - December 31, 2023		12,484,880		$	1.23
Granted		33,079,041			1.18
Forfeited		(516,685)			1.45
Exercised		(10,734,581)			1.39
Outstanding – December 31, 2024		34,312,655		$	1.12
Granted		35,381,992			4.02
Forfeited		(1,076,371)			1.46
Exercised		(20,296,128)			2.04
Outstanding – December 31, 2025		48,322,148		$	2.85


Vesting Period		2025		2024
Vesting immediately⁽¹⁾		3,432,724		4,538,922
Vesting fully within and on the first anniversary of the grant date⁽²⁾		282,878		493,430
Vesting in thirds on each anniversary of the grant date⁽³⁾		9,234,611		7,212,374
Vesting in fourths on each anniversary of the grant date		176,302		834,315
Vesting three years from grant date⁽⁴⁾		66,508		—
Vesting four years from grant date⁽⁵⁾		1,750,000		—
Vesting based on performance conditions⁽⁶⁾		688,969		—
Vesting based on market conditions⁽⁷⁾		19,750,000		20,000,000
Total Units Granted		35,381,992		33,079,041

The Company calculated the fair value of the Retention Grants using Monte Carlo simulation and below assumptions. The fair value of Tranche 1 and Tranche 2 was calculated as $5.82 per unit and $5.58 per unit respectively.


		September 23,
		2025
Share price		$	6.32
Volatility			100.60	%
Performance Period to achieve market conditions			September 23, 2025 – April 16, 2029
Risk-free rate			3.54	%
Dividend yield			0.0	%

The remaining 9,750,000 RSUs were considered as granted on August 28, 2025, out of which 7,500,000 were granted to a director of the Company (Note 21) in return for consulting services and the remaining 2,250,000 were granted to a consultant. The RSUs vest in three equal tranches as described below:

Tranche 1: Vesting upon share price reaching or exceeding $10 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $3.3 billion, for ten consecutive days.

Tranche 2: Vesting upon share price reaching or exceeding $12.50 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $4 billion, for ten consecutive days.

Tranche 3: Vesting upon share price reaching or exceeding $15 for 10 consecutive trading days, or the Company’s market capitalization reaching or exceeding $5 billion, for ten consecutive days.

The Company determined the fair value of the 9,750,000 RSUs using a Monte-Carlo valuation method and below assumptions.


		August 28,
		2025
Share price		$	5.26
Volatility			102.16	%
Performance Period			June 4, 2025 – June 4, 2029
Risk-free rate			3.57	%
Dividend yield			0.0	%


Tranche		Fair Value per RSU			Derived Service Period
1		$	4.97		0.39 years
2		$	4.80		0.60 years
3		$	4.62		0.85 years

In the last quarter of 2025, the Company granted 1,000,000 RSUs to an employee with the same conditions as the Retention Grants granted in the third quarter of 2025. The Company calculated the fair value of the grant issued in the last quarter of 2025 using a Monte Carlo simulation and below assumptions. The fair value of Tranche 1 and Tranche 2 was calculated as $5.84 per unit and $5.62 per unit respectively.


	December 30, 2025
Share price	$	6.15
Volatility		112.74	%
Performance Period to achieve market conditions		December 30, 2025 – April 16, 2029
Risk-free rate		3.47	%
Dividend yield		0.0	%

In 2024, the Company entered into a new employment agreement with Gerard Barron, the Company’s Chief Executive Officer and Chairman as per which a one-time signing bonus award of 20,000,000 market-based restricted stock units were granted.

The grant date fair value of all RSUs, apart from the ones mentioned in footnote 7 in the table above, is equivalent to the closing share price of the Company’s common shares on the date of grant. During 2025, a total of $60.1 million was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (2024: $19.5 million) of which share-based compensation expense related to exploration and evaluation activities amounted to $15.1 million (2024 - $10.7 million) and share-based compensation expense related to general and administration matters amounted to $45 million (2024 - $8.8 million). As at December 31, 2025, total unrecognized share-based compensation expense for RSUs was $91.5 million (December 31, 2024 - $20.5 million) which is expected to be recognized over 2.4 years. The fair value of shares vested during the year ended December 31, 2025, amounted to $24.6 million (2024 - $14.1 million).

As at December 31, 2025, an aggregate of 81,198 vested RSUs were being processed and due to be converted into common shares (December 31, 2024: 128,642 units).

On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As of December 31, 2025, there were a total of 14,395,117 common shares reserved for issuance under the ESPP out of which 14,016,582 common shares remained available for future issuance under the ESPP. 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.

Participation in the ESPP is available to all full-time and certain part-time employees, subject to certain conditions. The ESPP comprises offering periods that are twenty-four (24) months in length, which begin on approximately every June 1 and December 1. Each offering period includes four purchase periods of six months each, which begin on approximately every June 1 and December 1, or at such other times designated by the board of directors or its compensation committee. At the exercise date, which is the last business day of each purchase period, the accumulated deductions from participating employees are used to purchase common shares of the Company. Shares are purchased at a price equal to 85% of the lower of either the share price of the Company’s common shares on the first business day of the particular offering period or the last business day of the purchase period. The ESPP also has an automatic reset feature wherein, if the share price of the common share on any exercise date is less than the share price of the common share on the first business day of the applicable offering period, then such offering period shall automatically terminate immediately after the purchase of the common shares. In such case, a new offering period shall commence on the first business day following the exercise date.

During 2025, the Company issued 39,128 common shares (2024: 47,809 common shares) to its employees as part of its ESPP program. The Company recognizes share-based compensation for its ESPP based on the purchase discount, which is amortized on a straight-line basis over the purchase period. A total of $27 thousand was charged to the statement of loss and comprehensive loss as share-based compensation expense for the year ended December 31, 2025, representing the share price purchase discount offered by the Company (2024: $37 thousand). From the amount charged in 2025, $16 thousand was recorded in exploration and evaluation expenses (2024: $19 thousand) and $11 thousand was recorded in general and administrative expenses (2024: $18 thousand).