- Private investment in public equity (PIPE) financing secured primarily through existing TMC shareholders and insiders
- The transaction includes an aggregate of $30.4 million in commitments to purchase common shares at US$0.80 per share
TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or the “Company”), an explorer of the world’s largest estimated undeveloped source of critical battery metals, today announced a committed PIPE financing which is expected to result in US$30.4 million of gross proceeds (approximately $30M net proceeds) through the issuance of approximately 38.0 million common shares. A majority of the committed funds are from existing TMC shareholders and insiders, including Allseas, ERAS Capital (the family office of TMC Director Andrei Karkar), SAF Group Managing Partner and entrepreneur Brian Paes-Braga, Front End Chairman & CEO Majid Alghaslan, and TMC Chairman & CEO Gerard Barron (who purchased common shares at $0.9645 per share based on the consolidated closing bid price of the common shares on August 11, 2022) and his family. In total, approximately 70% of the commitments came from existing TMC shareholders and insiders. The Company believes that the full proceeds from this transaction expected this quarter plus existing cash will be sufficient to fund operations for at least the next twelve months, past the July 2023 date targeted by the International Seabed Authority (ISA) as the date for the final adoption of the exploitation regulations for the industry.
“I appreciate the ongoing support from our existing shareholders and welcome new shareholders to TMC,” said Gerard Barron, CEO and Chairman of TMC. “While we continue to see strong tailwinds in critical mineral demand and prices as well as increased efforts by countries and companies to shore up supply chains for EV battery metals, our pre-production company is not immune to inflation particularly in our offshore costs. We believe this infusion of capital helps to ensure that we can continue to hit our milestones leading up to the expected submission of our NORI-D exploitation application to the ISA.”
Last month TMC announced that its Australian subsidiary, The Metals Company Australia Pty Ltd., had entered into a research funding agreement with a consortium of institutions led by Australia’s Commonwealth Scientific Industrial Research Organisation (CSIRO) to create a framework for the development of an ecosystem-based environmental management and monitoring plan (EMMP). Earlier this year the Company and its strategic partner, Allseas, announced successful wet-test commissioning of the pilot nodule collection system — including the nodule riser and collector vehicle — in the Atlantic Ocean.
As previously announced, TMC will host a conference call today, Monday, August 15, 2022 at 4:30 pm ET, to provide an update on second quarter financial results and recent corporate developments, including the PIPE financing.
EAS Advisors LLC, acting through Odeon Capital Group LLC, member of FINRA/SIPC/MSRB/NFA, acted as placement agent on the PIPE financing.
The securities described above have not been registered under the Securities Act of 1933, as amended. Accordingly, these securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. TMC has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the common shares issuable in this private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About The Metals Company
The Metals Company is an explorer of lower-impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible negative environmental and social impact and (2) accelerate the transition to a circular metal economy. The company through its subsidiaries holds exploration and commercial rights to three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru, Kiribati and the Kingdom of Tonga. More information about The Metals Company is available at www.metals.co.
Forward Looking Statements
Certain statements made in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, including related to the expected proceeds from the PIPE financing, how long TMC’s cash and proceeds from the PIPE financing will fund operations, the timing of ISA actions and TMC’s submission of an exploitation application. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside TMC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: TMC’s successful completion of the PIPE financing and receipt of all expected proceeds thereform; TMC’s ability to obtain exploitation contracts for its areas in the CCZ; regulatory uncertainties and the impact of government regulation and political instability on TMC’s resource activities; changes to any of the laws, rules, regulations or policies to which TMC is subject; the impact of extensive and costly environmental requirements on TMC’s operations; environmental liabilities; the impact of polymetallic nodule collection on biodiversity in the CCZ and recovery rates of impacted ecosystems; TMC’s ability to develop minerals in sufficient grade or quantities to justify commercial operations; the lack of development of seafloor polymetallic nodule deposit; TMC’s ability to successfully enter into binding agreements with each of Allseas and Epsilon Carbon; uncertainty in the estimates for mineral resource calculations from certain contract areas and for the grade and quality of polymetallic nodule deposits; risks associated with natural hazards; uncertainty with respect to the specialized treatment and processing of polymetallic nodules that TMC may recover; risks associated with collective, development and processing operations, including with respect to the proposed plant in India and Allseas’ expected development efforts; fluctuations in transportation costs; fluctuations in metals prices; testing and manufacturing of equipment; risks associated with TMC’s limited operating history; the impact of the COVID-19 pandemic; risks associated with TMC’s intellectual property; and other risks and uncertainties, including those under Item 1A “Risk Factors” in TMC’s Annual Report on Form 10-K for the year ended December 31, 2021, filed by TMC with the Securities and Exchange Commission (“SEC”) on March 25, 2022, and in TMC’s other future filings with the SEC. TMC cautions that the foregoing list of factors is not exclusive, including TMC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 when filed with the SEC. TMC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. TMC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based except as required by law.