On May 11, 2026, the Company and Allseas Deepsea Marine Contractors (“Allseas Deepsea”), a wholly owned subsidiary of Allseas Group S.A. (“Allseas”), entered into an agreement (“Agreement”) to complete the development and operate the commercial nodule collection system (“Hidden Gem system”) in connection with the Company’s planned offshore polymetallic nodule operations. The Agreement supersedes the non-binding term sheet entered between NORI and Allseas on March 16, 2022.

As per the Agreement, 50% of engineering costs, project management costs and vessel use services costs including lay-up costs incurred by Allseas prior to March 30, 2026 and 50% of additional negotiated costs, are to be settled through the issuance of the Company’s common shares with the remaining 50% to be settled through a production-based repayment mechanism (“Deferred Amounts”). The Company accounted for the share-settled portion as a forward contract with the number of shares determined using a share price equal to a 10% discount to the 20-trading-day volume-weighted average price (“VWAP”) ending on March 30, 2026, in accordance with the Agreement. Upon execution of the Agreement, the Company remeasured the share-settled obligation based on the contractual pricing mechanism, resulting in a $7.9 million charge representing the difference between the carrying amount of the obligation and the remeasured share-settled obligation, which was recorded as Charge on Allseas settlement in the Condensed Consolidated Statement of Loss and Comprehensive Loss. On July 2, 2026, the Company issued 7,305,567 common shares to Allseas Group S.A., at the direction of Allseas Deepsea Marine Contractors as the counterparty under the Agreement, in settlement of the equity-settled obligation. During the second quarter of 2026, the Company recognized the Deferred Amounts of $36.1 million as a liability, with the corresponding expense recorded within mining, technology and process development in exploration and evaluation expenses (Note 9). The Deferred Amounts are repayable regardless of whether commercial production commences and would become payable upon expiration or termination of the Agreement.

Under the Agreement, Allseas Deepsea will provide engineering, project management, procurement, construction, vessel modification, system integration, testing, commissioning, mobilization and operational services related to the Hidden Gem system, production vessel and related collection and support systems prior to the commencement of commercial production (“Development Activities”). Allseas Deepsea will also provide operating, maintenance, marine transportation and related services following the commencement of commercial production. The Company is required to reimburse Allseas Deepsea for eligible costs incurred for Development Activities and according to approved work plans and budgets, with a portion of such costs payable as incurred and the remainder deferred and payable based on future commercial production volumes.

The Agreement has an initial term ending five years following the commencement of commercial production. Thereafter, the parties will negotiate successive extension terms; if revised commercial terms have not been agreed by the expiration of the then current term, commercial production continues under the existing contractual terms until revised terms are agreed or the Agreement is otherwise terminated in accordance with its provisions. The commencement of commercial production is subject to, among other matters, receipt of a commercial recovery permit from NOAA, completion and acceptance of the commercial nodule collection system and approval of the applicable commercial production work plan and budget.

During the second quarter of 2026, under the Agreement, Allseas Deepsea provided the Company with engineering, project management and vessel use services consisting of lay-up and transit costs totaling $4.7 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 9) (three months ended June 30, 2025: $0.9 million).

Exclusive Vessel Use Agreement with Allseas

On August 1, 2023, the Company entered into an Exclusive Vessel Use Agreement with Allseas pursuant to which Allseas granted exclusive use of the vessel (“Hidden Gem”) to the Company in support of the development of the Project Zero Offshore Nodule Collection System until the system is completed or December 31, 2026, whichever is earlier. Allseas can terminate the agreement if the Company ceases normal operations, assigns assets to creditors, initiates bankruptcy proceedings, or faces unresolved bankruptcy-related actions.

For the three and six months ended June 30, 2026, the Company has recognized $0.5 million and $1 million, respectively as lease expense recorded as exploration and evaluation expense (for the three and six months ended June 30, 2025: $0.5 million and $1 million respectively).

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2023 Credit Facility and Loan Agreements with Company Related to Allseas

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. On March 24, 2025, the Company entered into a Letter Agreement with the Lender, pursuant to which the undrawn, unsecured credit facility was cancelled with the only remaining obligation being $2 million in underutilization fees, recorded as accrued liabilities in the Company’s Condensed Balance Sheet as at June 30, 2026.

Other

As at June 30, 2026, the total amount payable to Allseas and its affiliates was $83.7 million, with $40.5 million recorded in accrued liabilities and $43.2 million recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets (Note 11) which was settled with an issuance of common shares on July 2, 2026 (December 31, 2025: $34.2 million recorded as accrued liabilities). As at June 30, 2026, Allseas and its affiliates owned 56.1 million TMC common shares (2025: 56.1 million TMC common shares) which constituted 12.9% (December 31, 2025: 13.3%) of total common shares outstanding. Including the shares issued on July 2, 2026, Allseas and its affiliates own 63.4 million TMC common shares, constituting 14.4% ownership of total common shares outstanding.