- The financing is led by Michael Hess, Chief Investment Officer of Hess Capital, and Brian Paes-Braga, Managing Partner at SAF Group and Head of SAF Growth
- It comprises a Registered Direct Offering at $3.00 per share and warrants exercisable at $4.50 per share, with mandatory exercise if shares trade above $7.00 per share for 20 consecutive days
- Proceeds are expected to be sufficient to fund operations through the potential issuance of a commercial recovery permit
- The investor group brings decades of experience in large-scale resource development and deep global relationships across industry, government and capital markets
NEW YORK, May 12, 2025 (GLOBE NEWSWIRE) -- TMC the metals company Inc. (Nasdaq: TMC) ("TMC" or the "Company"), a leading explorer of the world's largest undeveloped resource of critical metals essential to energy, defense, manufacturing, and infrastructure, today 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 Orderto 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 applicationfor 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 U.S."
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 U.S. 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.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About TMC the metals company
TMC the metals company is an explorer of lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense, manufacturing and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover and recycle the metals we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a decade of research into the environmental and social impacts of offshore nodule collection and onshore processing.
Contact:
Investors: investors@metals.co
Media: media@metals.co
Forward-Looking Statements
This press release contains "forward-looking" statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "believes," "could," "expects," "may," "plans," "possible," "potential," "will" and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements with respect to whether the Company will offer and issue the securities and the terms of the offering, the anticipated gross proceeds from the offering and the anticipated use of proceeds from the offering. The Company may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things: risks relating to the need to satisfy regulatory and legal requirements with respect to the offering, risks relating to the Company's ability to satisfy certain conditions to closing for the offering included in the securities purchase agreement on a timely basis or at all, as well as related to market and other conditions and the other risk factors that are described in the section entitled "Risk Factors" in the prospectus supplement and the Company's Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (SEC), any of such risks could cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
