TMC the metals company Inc. ($TMC)

Good day, and thank you for standing by. Welcome to the metals company Fourth Quarter 2025 Corporate Update Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] I would like to hand the conference over to your today, Craig Shesky, Please go ahead, sir.

Thank you very much. Please note that during this call, certain statements made by the company will be forward-looking and based on management's beliefs and assumptions from information available at this time. These statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Additionally, please note that the company's actual results may differ materially from those anticipated and except as required by law, we undertake no obligation to update any forward-looking statements. Our remarks today may also include non-GAAP financial measures, including with respect to free cash flows. -- and additional details regarding these non-GAAP financial measures, including reconciliations to the most directly comparable GAAP financial measures can be found in our slide deck being used with this call. you're welcome to follow along with our slide deck or joining us by phone. You can access it at any time at investors.metals.co. I'd now like to turn the call over to our Chairman and CEO, Gerard Barron. Jared, please go ahead. .

Thank you, Craig. And apologies to those on the line who we're a few minutes late, we're waiting for our light across the line. But welcome to you all. And before we get to the path forward, I'd like to take a moment to reflect on our journey over the last year, 1 year ago, to today in our fourth quarter in call, we announced a regulatory pivot that fundamentally changed our company's destiny, instead of the uncertainty in grid lock of the ISA, we chose the certainty and clarity of the U.S. regulatory regime built upon a long established legal framework under Desbro and catalyzed by the political will of this administration. In April, this political will was made evident by the executives -- President Trump's Executive Order, I'm Lishen America's offshore Critical Minerals & Resources, which marked America's return to leadership in deep sea bed minerals. Some of the directors in this EO have already been delivered, including the modernization -- and of the Noa -- further evidenced by [Technical Difficulty]

Gerard, sorry to interrupt. Your line is cutting in and out.

[Technical Difficulty] into we focused on accelerated execution, starting with permitting. Our consolidated application submitted to Nova in January this year has been deemed substantially compliant and we expect our permit to be granted in less than 1 year from today. This permitting clarity also provides confidence to us and our partners to get building in anticipation of commercial production. Offshore, we have reached commercial agreement on key terms with our long-term strategic partner, Artis, and continue to progress the engineering work for the long lead items for our forthcoming production system, and we expect this agreement to be finalized in the coming days. Onshore, it's also clear that the U.S. wants to dominate the onshore processing and refining polymetallic nodules, establishing accounted to Chinese stranglehold on the production of critical minerals. To do that, we'll require support from the government itself requisites for net at the Port of Texas, and have also reached agreement with our partner, Mariana Minerals to progress the feasibility work as part of the TMC owners team, but more on this shortly. Since day 1, new success would depend on building a bench of exceptional has. And with the expertise to tackle complex challenges and the conviction to back in new industry, and as this chart shows, we've brought together a strong group of experienced partners across the value chain, each greening a unique skill set through our vision of reimagining the metals and mining sector. What's changed and what matters is momentum. Many of our existing partners have deepened their commitments, reinforcing their belief in the long-term opportunity. We're also welcoming new partners who share our belief that this industry will be built in the United States. That growing alignment is a clear validation of where this industry is heading. And as I mentioned earlier, we've agreed key commercial terms with all fees to complete the development and operate the Hiddenjem offshore system, the first-ever commercial nodule collection system. The continued strategic alliance which will be memorized in the coming days, brings together all these decades of offshore execution everis with our proven resource environmental and processing platform into a single integrated system designed for a nominal capacity of 3 million wet tonnes per annum using the hidden gem to collected vehicles and a vessel to transfer nodules to bulk carriers to ship them to shore. And all these are currently working on key long lead items like the riser, our launch and recovery systems and the umbilical. We look forward to signing this definitive agreement in the coming days and continue to progress towards system commissioning still targeted for Q4 2027. We -- so one of the key actions outlined in last year's executive order was the directors of various government agencies to identify potential sources of financial support for this industry. And in order to unlock government support for onshore processing, there are a few boxes we must tick, including a site-specific plan and feasibility studies. And to that end, back in December last year, we secured an exclusive right over a potential lease option in the Port of Brownell, Texas, where near ware plans have been recently announced by this administration is for the first new U.S. oil refinery in decades, underscoring the border momentum behind strengthening American industrial capacity. We've developed a preliminary master plan and a pre-feasibility study is already underway for a 12 million tonne per annum nodule industrial park. Of course, existing capital-like tolling options are still available to us and we'll not be committing any capital at this time. But I'm certainly excited about what a domestic nodule processing hub can mean for both new partnerships and for our project economics. Processed domestically, our nodule resource could single-handedly solve the American supply chain dependency across 4 key metals. And as I mentioned, one of the requirements to unlocking funding is the preparation of a feasibility study for a processing plant at a specific site. To that end, we're adding a new strategic partner to our bench in Mariana Minerals; Mariana's CEO, Turner; Coldwell speaking at last year's Strategy Day, is someone we know well from his time at Tesla, where he headed up global battery metal supply. The Marrieta team are pioneers of AI and software approaches to project development. and metallurgical processing and have demonstrated their ability to fast-track project execution, which enabled Tesla to build its lithium plant in Texas in less than 2 years. The Marietta team will be joining us start of the TMC earners team, and we already enjoy a good working relationship with their team. Mariana's approach is core to have cutting-edge businesses like SpaceX and others operate. With AI, we think they can move even faster and believe their innovative model offers a faster, more modern approach to reindustrialization. And subject to further definitive agreements, we look forward to exploring how their systems could reduce permitting and construction time lines for a domestic plant while reducing OpEx and increasing recovery of payable metals. In fact, right after this call, our team -- executive team, will convene in Texas with the Mariana's team for the next week to progress this mission-critical work, which is also a prerequisite for a certain U.S. involvement. I'm also pleased to share that in April, just days away, the metals royalty company will begin trading on the NASDAQ under the TMC A quick refresher formed with the goal of onshoring critical minerals production in the U.S., DMCI has a 2% gross royalty on our NOI area. -- resulting from an agreement we signed with low carbon royalties in 2023. And we retain the right to repurchase up to 75% of that royalty over time at a cap to return, which could potentially reduce the royalty to 1.5% to 1%. The TMC also maintained a 25% equity stake in TCR. Many TMC or faces will be familiar to our followers, including the current and former Board members, Michael Hess and Brian Targa. And with their backing and a strong team behind them, we see TMCR as a strategic vehicle which can potentially provide future options for capital and sizable project finance. I'd now like to turn the call over to Craig to discuss some industry updates, our regulatory path ahead and our financials.

Thanks, Gerard. One quick note that we shared actually in recent weeks in our social accounts. We recently joined the defense industrial-based consortium, DIBC partnership within the Department of Board's expansion and investment prioritization director of our capabilities. . The initiative gives the government the tools he needs to cloud commercial solutions that can help close supply chain vulnerabilities and strengthen the defense industrial base. And of course, critical minerals and seabed are focused for the U.S. and allies. And over the past year, we've seen investors and operators effectively vote with their feet, gravitating toward regulatory frameworks that offer clarity and incredible path to merchandization. While the ISA remains in gridlock, the U.S. has emerged as a leading jurisdiction and certain allies are relying upon the U.S. and certain areas of expertise to develop sea bed resources. This shift is being echoed at the government. While in March, the US and Japan announced a new critical minerals action plan with an explicit focus on accelerated cooperation on the commercial viable deep mining. And against this backdrop, we remain the only seabed mineral developer with SEC compliant mineral reserves, which is the clearest definition of commercial viability, positioning us at the forefront of this emerging industry. In January, Nova finalized revisions to accelerate permitting under the Deep Seabed Hard Minerals Resources Act introducing a consolidated application process that meaningfully streamline the path to commercial recovery. And TMC moved quickly to take advantage of that clarity, submitting the first consolidated application under this new framework. This application expands our expected commercial recovery area from 25,000 square kilometers to approximately 65,000 square kilometers and is designed to significantly reduce permitting time lines. Importantly, it reflects the strength of our technical readiness and our ability to meet no requirements for commercial scale operations. We see this as a clear signal that the U.S. regulatory path is active, predictable and capable and reporting responsible development. And now with more than 10 applications in the system, it is evident that the broader industry is aligning around the U.S. framework. The last time we updated you, we are progressing systematically through the NOAA permitting pathway and that remains the case today, even under this new consolidated path. With the consolidated application now active under NOAA's new rule, we have agreed to clarity on the process ahead and a clear line of sight and the key milestones required for final approval. Our experience over the last year, particularly through NOAA's review of our exploration licenses, has provided valuable insight into the process and expectations for both TMC USA and NOAA. We announced on March 9th that we passed the first of these milestones with no determining our application to be substantially compliant and the next potential milestone being full compliance. Based on this progress and what we've learned, we now expect the grant of our commercial recovery permit within the next 12 months. Now to get to this point, it's taken over $700 million and hundreds of research days at sea, and we are now nearing the completion of our environmental impact statement and our EIA is complete. And informed by the largest environmental data set in history over a petabyte in size. This comprehensive document reflects 15 years of scientific research conducted alongside leading institutions and demonstrates our body to responsibly collect knowledges using modern systems designed to maximize efficiency while minimizing environmental impact. Put simply, better science leads to better design and better design leads to better environmental impacts. For those with a keen eye on our social media, you may notice that we've begun sharing key findings from our EIA publicly during a new video series, highlighting how our data addresses environmental concerns and how innovation has reduced our environmental footprint. I encourage you all to check this out. And you can click on the PDF of this posted on our website to get to those videos directly or we encourage you to follow TMC on our social accounts, including Twitter and LinkedIn. We look forward to our EIS being made available for public comments soon as Panos transparent and audible process. And as many of you know, and there may be some on the call who are with us in the room, we published a pre-feasibility study and initial assessment alongside our Strategy Day in New York last August. Covering our first production area, the PFS documented World First Reserve for inaugural project, demonstrating clear commercial viability. Our initial assessments cover everything else that you see in Royal Blue amongst our contract areas on this page. Keep in mind that neither of these comprehensive studies, which were signed off by multiple independent qualified persons covering additional ground over which we now have priority rights through the U.S. process. This is represented in the lighter gray on this page. Given the proximity of these areas to those covered in our published technical studies, we do believe that these areas support significant exploration upside. So our current metal prices, shifting to project economics, including that these projects are incredibly valuable. And if you combine the $5.5 billion net present value of a prefeasibility study and the $18.1 billion NPV for the initial assessment you arrive at a total estimated resource of $23.6 billion. Over the life of both projects on an undiscounted basis, the studies outlined revenue of approximately $369 billion EBITDA in excess of $200 billion and a position in the first quartile of the cost curve as laid out in our PFS. However, despite the clear value of this high quality and abundant resource and our expected low-cost positioning, our valuation does remain below of comparable peer developers and explorers. On the left side of this page, you'll see the TMC valuation example, where we're trading at about 8% of our underlying net present value, well below peer averages for explorers and developers and certainly below the average of nearly 1x NAV for nickel and copper producers. So as we march toward a clear permitting and -- clear permitting path and commercial production, we are looking forward to significant rerating in this valuation story. On to liquidity TMC reported year-end only 25% cash balance of $117.6 million, and we expect at month end for March 31, 2026, to report approximately $110 million in cash. TMC liquidity, defined as cash plus borrowing capacity on our unsecured credit facility stood at $162 million at year-end 2025 and is approximately $150 million more and is expected to be approximately $154 million around month end March 31, 2026. And this means we have no imminent need to raise funds in the public markets. As discussed in our last several quarterly conference calls, however, we are filing a new Form S-3 shelf registration statement in conjunction with our upcoming 10-K as a matter of good corporate housekeeping, and we do intend at some point in the future to refresh our ATM. However, there has been ATM use by the company since April of 2025. On to our financial results. In the fourth quarter of 2025, TMC reported a net loss of $40.4 million or $0.08 per share compared to a net loss of $16.1 million or $0.04 per share for the same period 2024. The -- the net loss for the fourth quarter of 2025 included exploration and valuation expenses of $10.6 million versus $8.3 million in the fourth quarter of 2024, and General and administrative expenses or G&A of $34.1 million versus $8.1 million G&A in the comparable quarter last year, and a credit of $4.3 million from other nonoperating items versus a credit of $0.3 million from other nonoperating items in Q4 2024. Exploration and evaluation expenses increased by $2.3 million in the fourth quarter of 2025 compared to the same period in 2024 primarily resulting from an increase in share-based compensation due to accelerated amortization of awards granted in the third quarter of 2025, partially offset by lower mining, technological and process development costs resulting from decreased engineering work. G&A expenses increased by $26 million in the fourth quarter of 2025 compared to the same period in 2024 reflecting an increase in share-based compensation due to the accelerated amortization of awards granted to directors and officers in the third quarter of 2025 and an increase in legal, consulting and personnel costs. Other nonoperating items that reduced the net loss in Q4 2025, included higher interest income generated from our increased cash balances and again, resulting from the dilution of our ownership interest in the metal royalty company, as it completed a private placement to 23rd parties at a price well in excess of book value. On free cash flow, the free cash outflow for the fourth quarter of 2025 was -- excuse me, was $11.5 million compared to $13.8 million for the fourth quarter of 2024. The net cash used in operating activities was $11.4 million compared to $13.8 million for the fourth quarter of 2024, primarily due to lower personnel and environmental payments, coupled with the interest earned on a higher cash balance in 2025 and partially offset by higher legal payments. Focusing on the full year basis for the cash flow. On a full year basis, free cash outflow for 2025 was $43.1 million compared to $44 million in 2024. A net cash used in operating activities was $42.9 million compared to $43.5 million in 2024, reflecting lower environmental and mining technological payments and interest earned on a higher cash balance in 2025, partially offset by higher underutilization fees paid on the unsecured credit facilities, timing of payment on regulatory fees and higher legal payments. Free cash flow is a non-GAAP measure, and I would point you to the non-GAAP reconciliation included in the slide deck. We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from today. Looking at the balance sheet over the course of 2025, there was a significant increase in the cash balance as the following funds were received $85.2 million from the Korea Zinc investment, $41.2 million from other registered direct offerings, including the Hess family investment, $14.8 million from ATM use and $27 million from the exercise of various stock options and warrants. A portion of these proceeds was used to repay the $7.5 million Altis working capital loan, along with other outstanding interest thereon as well as a $4.3 million draw on the Arisperan unsecured credit facility. Our accounts payable and accrued liabilities as at December 31, 2025, was $46 million and includes $34 million O2 sees for various services provided, the majority of which can be settled in equity. The $131 million increase in royalty liability was the result of the change in fair value following the company's release of 2 economic studies in August 2025, which increased the value of the Norway project. The significant increase in the warrant liability over 2025 was due to the increase in the fair value of private warrants, which reflected the increase -- significant increase in our share price. With that, operator, we'd now like to open the call up for some Q&A.

[Operator Instructions] Our first question will come from the line of Heiko Ihle with H.C. Wainwright.

Can you guys hear me already Heiko. Yes, we can. I'm very intrigued by those negotiations for the module processing and mining up in Brownsville, obviously, given recent geopolitical risk factors that have just been going up quite a bit and just in general uncertainties that are going on. I think this might be quite interesting. A couple of things on that. Can you walk us through what you see of an impact with the shipping expenses if this Brownville will hub goes ahead and maybe quantify it?

I think the -- look, there are many exciting options about bringing material straight to the U.S. and shipping is one of them. Energy costs, of course, is another because the biggest inputs into our cost base when we process modules is energy and we for this administration for realizing that abundant energy leads to prosperity. And there's no better example of that than the U.S. compared to -- in some other markets, and it's it's our estimate that you can actually process nodules cheaper in the site where we've located Brownsville, Texas compared to China or Indonesia or Japan because of energy costs and so -- and -- but shipping is also better as well. And it does mean having to bring them through the Panama Canal. And there will also -- the site was chosen those have some deepwater berths available to it. they won't take the biggest ships that are available and that we'd like to use. But in time, the we think they can. And -- but no firm numbers that improvements to be made.

And then I know it's early, but can you walk me -- and you may not have all these answers yet. But can you walk me through key permits and time lines you think we need to build all this infrastructure, please?

Yes. It's important to note, Heiko, too. I mean what we're beginning here is site-specific feasibility work. At the same time, what I can say is that the particular site we're looking at does have many permits -- we continue to have continued discussions, very positive discussions with Governor Abbott's office in Texas and other agencies there. But it's important to note, a lot of this is going to be for a prerequisite of us making plans and moving forward, going to be dependent on some of the score we get at a bender level. So really, the key permit here is the grant of commercial recovery permit by NOAA. And certainly, when we're talking to various agencies and cabinet departments, it is that permit that would ock, we think a lot of the support and potential investment for a facility like this. And one of the reasons, I think, that you're seeing TMC engage in some of this work on feasibility as well as us alongside our partner, Allseas, progress engineering work and beginning to think about ordering these long lead time items is due to our confidence in the grant of that commercial recovery permit in a timely manner.

Our next question will come from the line of Matthew O'Keefe with Cantor Fitzgerald.

Yes, just a question I want to follow up on Heiko's Texas question there. You are working on a feasibility study there. It sounds like Mariana is going to be a part of that. What's the timing on getting that done? And will we get to see sort of the results of that?

Yes, sure. Well, certainly, Mariana will be playing an important role as part of our owners team. We really have hatch working on the refresh of that -- of the PFS, which is based on bringing all those numbers to a Brownsville site. But we anticipate -- and that will be ready very soon. But we also anticipate well before the end of the year, having a, I guess, in the old language of BFS on what we're planning to put on the ground in Texas. And so the date that is being talked about is end of October, and so not far away. And we certainly expect hatch and others to be involved in that as well.

And that's a good group. And then is that going to be a hide facility? Or are you going to look at an option of doing sort of the RCAF front end like you're going to be doing in Japan?

Yes. That's the exciting part. For the last -- since in fact, since Dr. Jeffrey Donald joined our group and pivoted us back to more of a pyro front end. That's where we've been building lots of expertise on how we get raw nodules into those intermediate products. And the plan is to build the pyro in Brownsville. If we were to go down that pathway, we're very fortunate that we have an amazing technical partner in Japan that we continue to have a great working relationship with. And the boy, a nickel refinery and nickel processing plant hasn't been built in 80 years yet here in America, yet the demand for nickel is going at an increasing clip. We know it's needed to make every ton of famous steel. We know it's used in super alloys. We know it's used across AI and data centers and military uses and electrification. And so the uses and the demand for it is going up, yet we import 100% of our nickel. So something is not kind of a fit there so there's an opportunity, I guess. And we just see that this might be that moment where the administration says, yes, we want to fix that problem.

Yes. No, for sure. That's why I was kind of asking, it seems like a pretty exciting turn and I would love to see the numbers on that. More on that, just switching off the processing back to the recovery. you said you're sort of getting along any time items, I'm assuming for hidden gem or the whole -- that whole process. So what would you anticipate, assuming your permit within 12 months what would you anticipate the timing to get Hinge back on the water? And do you foresee it being as is or additional collector capacity?

Yes. We are still standing by our guidance of commissioning Q4 next year. And it will -- we've elected to run with a 2 collector model. And so that is -- basically gives us the opportunity to get out on the water I guess that will be early '28. And we'll kick off with 1 colette in production, but we'll soon move to a second collecting in production as well. And so as you well know, we have a production boat that is production-ready now, just not a production number that's not high enough. And so we want to see a higher production number because the more tonnes you amortize over the cost of the floating steel above, the better the economics. And I think we proved in 2022 that we can do this providably at commercial scale. So now it's about making money.

It's important to note, Matt, to the connective tissue for the ramp-up offshore, but then also what the potential processing and refining plans might be onshore. Certainly, this administration wants to be able to say, if we can bring this back domestically, it's helpful to be able to do it during this administration. And the way you do that is ramp up in relatively bite-sized amounts starting, let's say, with production capacity that could handle nodules coming from a vessel like the hidden gem, which has 3 million tons per annum nominal capacity. So kind of matching as best we can ramp up for both the offshore production and then having a home for the processing refining of those nodules is certainly part of the work that we and our team of engineers are doing in the coming months.

Right. And if I may just ask 1 more question. On the permitting process, not so much the process, you've made that pretty clear. One of the -- under the NOAA process, there is an additional piece of ground that wasn't covered by the PFS. It wasn't covered by the initial assessment that you've added. I'm just curious sort of why and what your plans are for that? I mean can you really do any work on that in the near term? And is it infringing on anyone else's claims that might be under the previous permit regime?

Yes. Look, it was just a natural fit. It was bidding between two blocks that we had hold over. And at the end of the day, we will -- while we're out there, continue to take observations of that. And I guess, what we'll aim to prove it's a continuous piece of ground, and it doesn't require any particular environmental work done on it. And so -- and we imagine that once production starts out there that there'll be more collaboration between some of the license holders as well. And I think no doubt, there will be some people that end up being granted licenses who don't have production vessels and all who want help getting their applications through the permitting process. And as you know, we probably know more about that than anyone on this planet. And we're certainly getting a lot of inbound into how we might be willing to collaborate with some players. And I -- and we see this as preproduction. I think it's -- we want to see more people in production out there. But what I'm pretty certain no one is planning to do is to put plans for a processing plant on the ground anywhere. I see a lot of applicants starting to talk about them being successful at moving to the first phase. We know from that journey, there's a lot of road left in front of them. and we'll be here to help them and maybe supply services to them along the way. And -- but in the meantime, to fully explore just how committed this administration is to bringing a processing plant so we can bring nodule straight to the USA.

I think we're going to -- Michelle take a few questions potentially from our chat. So there's a question from Jakob Stefanski. We mentioned government supports needed for the U.S.-based processing plant. And can we clarify we'll try to support this means financial permitting or otherwise. . It's a good question, and I think the answer is all of the above. Certainly, as we noted earlier, progressing the commercial recovery permit is the most important prerequisite. We also, of course, would rely upon both at the federal state and local levels, what we think are very supportive administrations to help really make some of these plans a reality. But again, the prerequisite for a lot of this work is site-specific feasibility work. So ensuring that we get that right and are doing it at a place like the Port Brownsville, where we have truly everything that we need to stand up a potential nodular ecosystem that's going to be critical in our decision to push forward on this. And we do have really the unique ability with this resource of maintaining capital-light options for the processing. So it's not like most ore bodies where you have no choice but to build processing and refining close to where the ore body is. We have flexibility here in the nature of this natural resource and that you can collect them and ship them really north, south east or west. But it's the desire of this administration position to change the game and kind of release themselves from the stranglehold that China has had on the critical metals, and to do that, as Gerard noted, it's not just a TMC story. So we have the resource and we have the capability to help do this. But we're making all of the decisions obviously, with the benefit of our shareholders in mind and making sure that we are not pushing forward on anything without a very nondilutive financing plan that we expect would be supported by the government, assuming that -- and I see 1 more question on the hidden gem. -- looking at sort of the investment or acquisition of the second vessel like the hidden gem, what would be planned before that, who might manufacture it? Who would the parts be on that front?

Well, taking a converted drillship and making it fit for picking up modules proved to be a pretty efficient move, and there's an abundance of those vessels. I saw Transocean recently scrapped four of them or for quite cheap money. And so that's an option. And we are -- we do have inbound inquiries from people who have vessels who would like to to use them. Of course, the vessel is the first step. The operator is the important one. And just to be clear, Allseas want to operate more vessels in the CCZ, and we want them to operate more vessels for us in this area. And so -- and obviously, there are efficiencies in having similar type vessels from a part, from an administration perspective and so standby .

Operator, any other questions on the phone line? .

I'm showing no further questions on the phone lines.

Okay. Gerard, perhaps over to you. .

Yes, yes. Well, thank you, everyone. We've got a lot of very long-term shareholders who have been supporting us since go public in 2021. And of course, before that, when we were deepening. And it's exciting to see the direction the business is heading. It was exciting to report some of those updates today. It's frustrating not being able to give more regular updates that we have to be very sensitive in how we message that to the team and our partners. Thank you for an enormous heavy lift from everyone who works at TMC. It's a very dedicated, hard-working team, and it's an honor to work alongside you all. And to our shareholders, thank you for being there and coming with us on this journey and look forward to keeping you updated as updates become available over.

Thank you. This concludes today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.