TMC the metals company Inc. (TMC) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Shareholders of TMC the metals company, Inc. Please note the meeting is being recorded. I would like to introduce Mr. Gerard Barron, CEO and Chairman of the company. Mr. Barron, the floor is yours.

Good morning, everyone. I'm Gerard Barron, the Chairman of TMC the metals company, Inc., and I'm pleased to welcome you to our annual and special meeting. The meeting has been held virtually this year in order to maintain social distancing resulting from the continued COVID-19 pandemic. At the meeting, registered shareholders and duly appointed proxy holders will have an opportunity to participate, ask questions and votes, all in real time through a web-based platform. I would like to remind you that only registered shareholders that have logged into the meeting with their previously obtained 12-digit control number or duly appointed proxy holders are entitled to vote at the meeting, to ask questions or take an active part of the meeting on the web-based platform. If during the meeting, we encounter any technical difficulties, please remain logged on and we will resume as soon as practical. I remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve risks and uncertainties discussed in our filings with the U.S. Securities and Exchange Commission, the SEC, which are available on the website of the SEC at www.sec.gov or in the investors-stock SEC Filings section of our website at www.metals.co. With the consent of those present, I will act as Chairman of this meeting. I now call the meeting to order. And with the consent of those present, I call upon Craig Shesky, the company's Chief Financial Officer, to act as secretary of the meeting. Robert Zubrycki will -- of Continental Stock Transfer and Trust will act as the scrutineer and inspector of elections for the meeting. This meeting will consist of the formal business of the meeting followed by an opportunity to general questions and answers. But before we proceed with the business of the meeting, I would like to note that for each matter being considered here today, you may ask questions through the virtual meeting platform. If you are a registered shareholder or duly appointed proxy holder and have a question that is relevant to the business of this meeting, you're welcome to ask it through the web portal. If you have a question not directly related to the business of this meeting, I kindly ask that you wait and ask that question after the formal business of the meeting. We propose to address questions not relevant to this meeting after the formal business portion of this meeting has been terminated. I would therefore ask that any questions regarding the operations or financial status of the company be deferred until that time. The notice calling the meeting of shareholders and describing the matters to be considered today was mailed on or about April 14, 2022, to shareholders of record of the company on April 4, 2022. The declaration with respect to such mailing is available for inspection by any shareholder and will be retained with the records of the company. Voting on matters today will proceed as follows. I will ask for someone to make the formal motions of motions at the appropriate times. Voting on all motions will be conducted through the virtual meeting platform. Voting of the applicable items of business will be conducted by electronic ballot. Polling is now open for all matters presented in the management information circular or the proxy statement. We will announce prior to the end of the meeting when voting will close to allow you time to submit your final ballots. And if you have submitted a proxy, you do not need to vote today. You will only vote today if you are changing the vote you submitted by proxy. In order to ensure this meeting covers the required business in an efficient manner, I will dispense with the seconding of motions. This procedure is merely a way to expedite proceedings. And once the balloting closes, the scrutineer will tabulate the results of the vote for each matter. Official results of the vote will be announced closer to the end of the meeting, and the company will file a current report on Form 8-K with the SEC within 4 business days of the meeting reporting the results of voting at the meeting. So now with regard to the scrutineer's report and the constitution of the meeting, the scrutineer has advised me that prior to the meeting, proxies were received from holders of a sufficient number of common shares to constitute a quorum.

There are 2 shareholders in person representing 40,679,628 common shares and 25 shareholders represented by proxy representing 120,247,765 common shares.

Thank you. So please keep the scrutineer's report with an Annex to the minutes of the meeting. Notice has been given in accordance with the articles of the company. And as a quorum is present, I declare that this meeting is properly constituted for the transaction of business. Now a presentation of the financial statements. I now place before the meeting the financial statements of the company for the year ended December 31, 2021, together with the report of the auditors of the company thereon. These documents are also available at EDGAR. I do not propose to read these documents at this meeting. You may ask questions about the financial statements through the virtual meeting platform at this time. Although as previously mentioned, questions regarding the broader financial status of the company should be deferred until the Q&A session that will be taking place after the formal business portion of the meeting. I now declare the financial statements of the company for the year ended December 31, 2021, together with the report of the auditors of the company thereon have been received by the shareholders as submitted to this meeting. Point five, fixing the number of directors. The next item of business is to fix the number of directors of the company to be elected at this meeting to 8. Will someone move that the following resolution be adopted and approved, resolved that the number of directors of the company be elected at this meeting be fixed at 8?

I so move.

You have heard the motion as moved. Is there any discussion on the motion? If therefore there are no further questions, I would now ask shareholders and proxy holders present online to vote by ballot in respect of fixing the number of who have not already done so. [Voting]

I'll now move to the next item of business, and all results will be announced at the end of the meeting, the election of directors. The next item of the business is the election of directors. The only persons who have been nominated to stand for election as directors in accordance with the procedures set forth in the advanced notice provisions contained in the company's articles are the nominees set forth in the management information circular or the proxy statement for this meeting. As set forth in the management information circular, the Board of Directors has nominated the following directors: myself, Gerard Barron, Andrew Hall, Sheila Khama, Andrei Karkar, Christian Madsbjerg, Kathleen McAllister and Amelia Siamomua and Gina Stryker. There are no further nominations, and I declare the nominations closed. Will someone move the election of the persons nominated as directors of the company?

I so move.

You've heard the motion as moved. Is there any discussion on the motion? If therefore, no further questions, I'd now ask shareholders and proxy holders present online to vote by ballot in respect of the election of directors who have not already done so. [Voting]

I will now move to the next item of the business. All results will be announced at the end of the meeting, of course. Employee stock purchase plan is the next item for approval of the company's 2021 employee stock purchase plan. Will someone move that the following resolution be adopted and approved, resolved that company's 2021 employee stock purchase plan as further described in the information circular or proxy statement of the company dated April 14, 2022, be adopted and approved?

I so move.

You have heard the motion as moved. Is there any discussion on the motion? If there are no further questions, I would now ask shareholders and proxy holders present online to vote by ballot in respect of the 2021 employee stock purchase plan, who have not already done so. [Voting]

I will now move to the next item of business. Once again, I remind you that all results will be announced at the end of the meeting. The next matter to be dealt with is the proposed appointment of Ernst & Young, LLP, Chartered Accountants, as the company's independent registered public accounting firm for the 2022 fiscal year ending December 31, 2022. Will someone move that the following resolution be adopted and approved, resolved that Ernst & Young LLP be appointed as the company's independent registered public accounting firm for the 2022 fiscal year, ending December 31, 2022?

I so move.

You have heard that the motion -- you have heard the motion as moved. Is there any discussion on the motion? If there are no questions, I would now ask shareholders and proxy holders present on line to vote by ballot in respect of the appointment of Ernst & Young LLP, who had not already done so. [Voting]

So that concludes the placement before the meeting of all the resolutions, and we will proceed with announcing the results of the meeting. Okay. So you've heard the motions and have had the opportunity to cast your ballot in respect of each of today's resolutions on the virtual meeting platform. And as a reminder, if you have already submitted a proxy, there is no need to vote today. Balloting will be closing momentarily, so please submit your final ballots now. And once the electronic balloting closes, your ballots will be automatically submitted. [Voting]

So I ask the scrutineer to please close the polling. Thank you. Voting is now closed. Okay. I declare that the motion to fix the number of directors to be elected to the Board at 8 be carried. With respect to the election of directors, each nominee has been duly elected to act as directors of the company until the next annual election of directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act in British Columbia and the articles of the company. I declare that Gerard Barron, Andrew Hall, Sheila Khama, Andrei Karkar, Christian Madsbjerg, Kathleen McAllister, Amelia Siamomua, Gina Stryker be elected as directors of the company to hold office until the next Annual General Meeting of the company subject to the articles of the company as amended from time to time unless they cease to be directors before then. And I declare that the motion to approve the company's 2021 employee stock purchase plan, as further described in the information circular or the proxy statement of the company dated April 14, 2022, is carried. I declare the motion to ratify the appointment of Ernst & Young, LLP, Chartered Accountants, as the company's independent registered public accounting firm for the 2022 fiscal year ending December 31, 2022. So will someone move to conclude this meeting?

I so move.

Thank you. I will now call for a vote by a show of hands. The motion is carried, and the meeting is now concluded. Thank you. At this time, I would like to thank everyone who has attended today's meeting and open the floor for any questions.

At this time, there are no questions from TMC shareholders. There are a few questions in our attendee chat room, which we will be happy to answer after the AGM. If anybody would like to e-mail us at [email protected].

Okay. Thank you for attending today's...

There are no more questions at this time.

Thank you for attending today's meeting. You may now disconnect.