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.
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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 “aims,” “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,”
“may,” “plans,” “possible,” “potential,” “seeks,” “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 concerning: the timing, terms and size of the registered
direct offering, the possibility that the registered direct
offering will be completed and the anticipated uses of the proceeds
from the registered direct 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: the Company’s
ability to satisfy the closing conditions in the securities
purchase agreement; the risk that the investors will not exercise
the warrants issued or issuable as part of the registered direct
offering; the Company’s strategies and future financial
performance; the International Seabed Authority’s (“ISA”) ability
to timely adopt the Mining Code and/or willingness to review and/or
approve a plan of work for exploitation under the United Nations
Convention on the Laws of the Sea (UNCLOS); the Company’s ability
to obtain exploitation contracts or approved plans of work for
exploitation for its areas in the Clarion Clipperton Zone;
regulatory uncertainties and the impact of government regulation
and political instability on the Company’s resource activities;
changes to any of the laws, rules, regulations or policies to which
the Company is subject, including the terms of the final Mining
Code, if any, adopted by ISA and the potential timing thereof; the
impact of extensive and costly environmental requirements on the
Company’s operations; environmental liabilities; the impact of
polymetallic nodule collection on biodiversity in the Clarion
Clipperton Zone and recovery rates of impacted ecosystems; the
Company’s ability to develop minerals in sufficient grade or
quantities to justify commercial operations; the lack of
development of seafloor polymetallic nodule deposit; the Company’s
ability to successfully enter into binding agreements with Allseas
Group S.A. and other parties in which it is in discussions, if
any,; 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 the Company
may recover; risks associated with collective, development and
processing operations, including with respect to the development of
onshore processing capabilities and capacity and Allseas Group
S.A.’s expected development efforts with respect to the Project
Zero offshore system; the Company’s dependence on Allseas Group
S.A.; fluctuations in transportation costs; fluctuations in metals
prices; testing and manufacturing of equipment; risks associated
with the Company’s limited operating history, limited cash
resources and need for additional financing; risks associated with
the Company’s intellectual property; Low Carbon Royalties’ limited
operating history and other risks and uncertainties, any of which
could cause the Company’s actual results to differ from those
contained in the forward-looking statements, that are described in
greater detail in the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K filed with the SEC on March
27, 2023, as well as in other filings the Company may make with the
SEC in the future. 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.
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