NEW YORK - Aug. 14, 2023 (GLOBE NEWSWIRE) -- TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or the “Company”), an explorer of lower-impact battery metals from seafloor polymetallic nodules, today announced that it has entered into a securities purchase agreement with certain investors for the purchase of 13,461,540 common shares of the Company (the “Shares”), without par value (“Common Shares”), and accompanying Class A warrants (the “Class A Warrants” and collectively with the Shares and Class A Warrants, the “Securities”) to purchase up to 6,730,770 Common Shares in a registered direct offering. Each Common Share and the accompanying Class A Warrant to purchase 0.5 Common Shares are being sold at a price of US$2.00. The Class A Warrants have an initial exercise price of US$3.00 per share, subject to certain adjustments therein, are exercisable immediately upon issuance and will expire on December 31, 2027.
Gross proceeds to the Company from the offering are expected to be approximately US$27 million, before deducting the financial advisors’ fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering on working capital and general corporate purposes.
In addition, certain investors may purchase up to an aggregate of 5,500,000 additional Shares and accompanying Class A Warrants to purchase up to an aggregate of 2,750,000 additional Common Shares upon notice to the Company on or before September 15, 2023 if the closing price of the Common Shares on the trading day before such investor’s notice is $3.00 or less for an aggregate of up to an additional $11 million.
ERAS Capital LLC, the family fund of the Company’s director, Andrei Karkar, and existing shareholder, agreed to purchase 5,000,000 Common Shares and accompanying Class A Warrants to purchase 2,500,000 Common Shares for a total purchase price of US$10 million. In addition, Allseas Group S.A., a strategic partner of the Company and existing shareholder, agreed to purchase 3,500,000 Common Shares and accompanying Class A Warrants to purchase 1,750,000 Common Shares for a total purchase price of US$7 million. The Company’s Chief Executive Officer and Chairman, Gerard Barron, the Company’s Chief Financial Officer, Craig Shesky, and other members of the Company’s board of directors also agreed to purchase Securities in the offering.
The initial closing of the offering is expected on or about August 16, 2023, subject to the satisfaction of customary closing conditions. Two additional closings for US$2.5 million and US$6.5 million are expected to occur on or before November 30, 2023 and January 31, 2024, respectively, with respect to one of the investors in the offering pursuant to the terms of the securities purchase agreement.
Cantor Fitzgerald & Co., Wedbush Securities LLC, EAS Advisors LLC, Fearnley Securities Inc. and ThinkEquity LLC are engaged by the Company as financial advisors.
The Securities are being offered by the Company pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2022, as amended, and declared effective by the SEC on October 14, 2022 (Reg. No. 333-267479). The offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A prospectus supplement dated August 14, 2023 relating to and 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 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.
