Craig Shesky
Analyst · Matthew O'Keefe with Cantor Fitzgerald
Thanks, Gerard. Certainly, a very exciting moment. But first let's assess where things stand right now with the ISA. So the ISA has missed two code adoption targets and is currently on its third. So it's worth looking at why exactly this part of the mining code is so hard. Well, four years is about the average time that it takes to negotiate an international instrument, and it took around four years for the ISA to adopt the first exploration regulations. It took around four years to negotiate the Convention on Biological Diversity, the Paris Agreement, and The Arms Trade Treaty. COVID disruption certainly did not help, yet the High Seas Treaty was also impacted by COVID, took eight years. So depending on when you start counting, if the ISA adopts the mining code in 2025, it would be 14 years, or 11 years if you count from when the work started in earnest in 2014, and it's still much longer than other instruments. So while coming up with regulations for the exploitation of deep sea minerals in the area may sound like a daunting task, consider the fact that most coastal states already regulate offshore extractive activities, like offshore oil and gas, and all countries with land mining have mining codes. There is plenty of expertise and precedent to draw on. Now the ISA Council is currently sitting for part one of its 30th session in Kingston, Jamaica, and as with every session, we're simply looking for progress. Contrary to the legitimate expectations of contractors and of our sponsoring states, which are set out in the Convention, the ISA has persistently missed the deadlines that it itself has set, first in 2020 and then in 2023, and we're already three months into the third targeted year for adoption of 2025. Nauru's request that Council adopt an agreed process for the review of Nauru's impending application that is consistent with the ISA's obligations under UNCLOS, was opposed by Chile, the world's largest copper producer. So with no agreement on the process, we do not yet have sufficient clarity as to how our application would be treated upon submission, presenting an unacceptable level of risk for our shareholders. Of course, there is one country that doesn't mind the delays as they play catch-up, and that's China. Two Chinese contractors are preparing for collection tests in the next year or so, trying to replicate what TMC and our partner Allseas achieved in 2022. China has also built up an entire city around deep-sea mining, having spent billions on the Sanya deep-sea technology city. China is also using deep-sea mining as an incentive to influence geopolitics in the Pacific. After we ended our contractual relationship with [Marua], it was reported that China was exploring a deep-sea mining partnership with the nation of Kiribati. And in February, China signed an agreement with the Cook Islands, which focused on deep-sea minerals. Following that surprising move, New Zealand, which is in free association with the Cook Islands, announced that they would consider withdrawing their support for a moratorium on deep-sea mining. And it's increasingly clear that deep-sea mining is at the center of geopolitics in the Pacific. Elsewhere in Asia, there have been encouraging headlines out of South Korea, Japan, and India with respect to their support of and interest in deep-sea mining. The increased focus on seafloor resources from some of the world's top economies could also have a positive impact on the total addressable market for our announced services business. In fact, we've had multiple reverse inquiries already this year on potential future work. But in the meantime, it is an all-hands-on-deck focus on getting our applications over the line. And to that end, we believe that the United States is getting ready to retake its role as a leader in this industry and to provide explicit support for the collection of polymetallic nodules. So, the headlines of support from the U.S., including Marco Rubio's announcement that Gerard shared, have been clearly building. But why would the new administration care so much about seafloor resources, particularly polymetallic nodules? Well, the answer is simple, because they can help establish metal independence and they are the critical missing piece for U.S. reindustrialization. Here, China continues to dominate and has shown an increasing willingness to ban exports to the U.S., it's clear that American reindustrialization simply cannot depend on Chinese metal production. So to give you a sense of scale, what would it mean for the U.S. to gain access to, let's say, 1 billion tons of nodules? The answer is it would be transformational. If measured by current U.S. consumption, 1 billion tons of nodules would provide 456 years of manganese, 165 years of cobalt, 81 years of nickel, and four years of copper. Nodules are not some marginal solution. They can, in just TMC's contract areas alone, solve U.S. needs for several metals deemed critical by the U.S. Geological Survey. And it's worth remembering that it was U.S. companies and the U.S. government, including NOAA, which pioneered the evaluation and development of this resource in the 1970s. The U.S. government developed the regulatory framework and conducted a strategic environmental impact assessment. U.S. companies, including Transocean, Lockheed Martin, and U.S. Steel, developed and piloted nodule collection and nodule process technology. This U.S. leadership slowed, however, when the U.S. did not ratify the UN Convention on the Law of the Sea. However, the U.S. did have foresight to enact DSHMRA so that U.S. citizens and entities could access seabed resources in international waters. U.S. entities can apply to NOAA for exploration and commercial recovery licenses. And because the U.S. has never submitted to the jurisdiction of the ISA, this U.S. law remains in full effect, even if the U.S. does eventually adopt the final mining code. There are a few handfuls of nations that do have bilateral agreements with the U.S. regarding each other's activities in international waters. But generally, beyond that, U.S. law continues to offer freedom of activity in the high seas, just as it did prior to UNCLOS ever being contemplated. And leading experts on the Law of the Sea, such as Steven Groves, agree that applying for a commercial recovery license through DSHMRA and NOAA is a viable path based on a robust and well-thought-out regulations. Steven Groves is with the Heritage Foundation, a leading D.C. think tank, as well as a former staffer for the White House Counsel's Office during President Trump's first term. And in fact, it was about one year ago to the day that we were talking about Steve Groves in a segment on 60 minutes, discussing the laws surrounding deep sea mining. And it was a critical minerals arms race discussed in that piece between the U.S. and China, and that arms race has only grown more intense. Quite simply, DSHMRA remains law today for the exact same reason as it did when it was passed into law during the Cold War in the early 1980s, national security. So if we step back and compare the U.S. regulatory regime to what we have experienced recently at the ISA, from our perspective, the U.S. regulatory regime is more attractive than what's currently on offer. If you look at the ISA draft mining code, the international regulatory regime has had issues from the outset. UNCLOS was not deemed commercially viable for deep sea mining initially, and it took another 14 years to negotiate an implementation agreement to comprehensively modify the part of UNCLOS that was dealing with deep sea mining. It took a few years to put the exploration regulations in place, but the exploitation regulations have been in negotiation since 2014, and the process is still ongoing. By contrast, the U.S. adopted DSHMRA in 1980, laying a solid foundation for U.S. citizens to pursue exploration licenses and commercial recovery permits in international waters. As a non-signatory to UNCLOS and a conscientious objector, the United States believes that mining of the deep seabed resources is a freedom of the high seas. DSHMRA then authorized NOAA to develop and implement regulations. That same year, NOAA delivered regulations for exploration licenses. It took NOAA a little over six years to put in place regulations for commercial recovery permits. It was an intense consultative process with several rounds of comments, including from other agencies, industry, NGOs, and other stakeholders. In terms of the regulatory approach, NOAA recognized the difficulty of being prescriptive with regard to an industry that has not started. So, unlike the ISA, they've explicitly chosen a flexible approach that can be adapted to the specific technology and circumstances of each applicant through terms, conditions, and restrictions. NOAA's approach is common sense, explicitly recognizing the tradeoffs versus other resource types and drawing the red line at irreparable environmental harm and aiming to avoid significant adverse economic, excuse me, environmental impacts. Importantly, NOAA expects to engage with applicants pre-application to reduce application-related uncertainties and is committed to providing written binding guidance. And to that end, TMC USA has already initiated a detailed request for pre-application consultation with NOAA. Perhaps the biggest difference between the ISA approach and the NOAA approach to environmental permitting is where the regulator takes a much heavier role. NOAA has created programmatic environmental impact statements for the DOMES region that covers all of the Clarion Clipperton zone. It takes the applicant's environmental data and analysis, but then develops in-house or hires a third-party consultant to develop a site-specific EIS. So, we believe the U.S. and the NOAA approach to environmental permitting has been put in place for very good reasons. And since NOAA or a third-party contractor prepares the site-specific EIS, it ensures the analysis that's unbiased and not influenced or perceived to be influenced by the interests of the applicant. This approach provides protection to the applicant as well because this transparency can help build public trust during the public review and comment period. This can also help build confidence amongst investors and other stakeholders who want to ensure that environmental risks have been assessed with due care. Finally, it offers a level of protection to the applicant legally and financially as the independence and transparency of this process can further reduce the risk of future delays, fines, or lawsuits. So, taking a step back, beyond the carefully thought-out regulations, NOAA also helped pioneer the environmental assessment of potential nodule collection. In addition to its monitoring of 1970s trials by several U.S. companies, NOAA conducted several seafloor disturbance experiments, as did other leading international research institutions. From these studies, which revisited impact sites repeatedly over a 40-year period, we now have extensive data that address a common and misleading claim from activists that we don't know enough. Thanks to these studies, we do know how the ecosystem responds, and with multiple papers showing that recovery is not only possible but likely and within just a few decades. The DISCOL studies, which used a plow harrow attached with blades to rake the seafloor and the different studies using NOAA's deep-sea sediment re-suspension system, all show varying levels of recovery within just a few years. Based on a review of the studies conducted to date, full recovery of the microbes that make up 70% to 80% of the life at these depths can be expected within 50 years. This is a very encouraging result, though new data, including our own, suggests that these timelines may be quicker still. And remember, these studies were all carried out using equipment designed for one purpose, to create the maximum disturbance. Since those early pioneer trials, much effort has been devoted to ensuring that the environmental footprint of nodule collectors is reduced as much as possible. Back in 1979, the OMCO mining consortium piloted their robot miner with an intrusive Archimedes screw-style propulsion system, raking several hundred tons of nodules from the seafloor with mechanical tines. Their robot disturbed the top up to 80 centimeters of seafloor sediment, leaving deep furrows in the seafloor and blanketing nearby Fauna and thick layers of mud. Fast forward to 2022 and the gentler Coanda nozzles installed on our tracked collector vehicle disturbed just roughly the top 3 centimeters compared to 80 in the other trial of sediment during the test mining campaign and over 95% of that settled within 1 kilometer of the test area. Of course this is a very different picture to the one painted by those opposing this industry who spread baseless claims that sediment could travel tens of thousands of kilometers. Unfortunately for them, we have the data and it shows these claims are pure fiction. We'd like to of course call out our engineering partners at Allseas for their incredible efforts these past few years to reduce the impact footprint of our collector vehicle while ensuring we collect maximum quantity of nozzles. And as we look ahead to commercial mining and as the industry grows, you can expect that these impacts will only get smaller. And while the media has as expected focused on the continued presence of tracks on the sea floor which says absolutely nothing about recovery, we believe the new paper's findings are very encouraging. Four decades after the disturbance a near total recovery of sediment dwelling macro Fauna and Foraminifera have been measured in both the vehicle tracks and areas affected by the plumes and the xenos, which provide a hard substrate that other organisms can live on and they've already recolonized the area. In the case of the plume which MIT retrospectively modeled researchers reported that it had no detectable or in some cases slightly positive biological impacts. Don't expect Greenpeace to mention that one anytime soon and by the way we feel bad for them for the loss of that lawsuit. We have always been clear that our primary impact will be for those organisms on nodules that get collected but as this study showed nodules that get left behind can be quickly recolonized with mega fauna present on retained nodules. This is very promising as if we leave some not -- this is very promising as if we leave some nodules as we intend to do with at least 30% left at the seafloor then these will be available as habitats for organisms to take over. So how does this compare to our own findings? While yesterday's study measured recovery in four decades preliminary data shows that we can do far better, thanks to the lower environmental impact of our vehicle. Our team have already found that Foraminifera directly located in our collector tracks and in plume areas had recovered to 30% of background density in just 12 months and to 50% of pre-disturbance density and as we look ahead to our application we'll be releasing these findings and much, much more. We can tell you it's quite incredible what our team are finding. And findings like these are made possible by the fact that no matter where an application is lodged, it's going to be backed by one of the largest environmental data sets ever compiled based on work alongside dozens of respected research institutions and over $200 million in cumulative environmental spending. We have now gathered nearly one petabyte of data through the scientific research. To give you a sense of scale, the largest library in the world, the U.S. Library of Congress manages about 20 petabytes of data in total. Bottom line, we believe that we along with research pioneers from NOAA and others before that have answered all of the key questions posed for our environmental impact statement, and we strongly believe that the time has come to move forward begin production and allow even more evidence to be shared with the entire world. So given the magnitude of today's news, we expect many of you are going to have questions regarding the workings of DSHMRA, implications for the ISA process, impacts on economics and timelines and many, many others. And we promise that over the coming weeks and months, we will continue to put out information to help everyone get up to speed. For now and in addition to this call's upcoming Q&A, we provided some answers here to anticipated questions. To summarize a few of them, yes, we believe we can pursue exploration and commercial recovery permits concurrently under DSHMRA and there could be opportunities to expedite certain elements of review processes. The environmental work done so far is very robust, and we don't anticipate any additional campaigns needed prior to the launch of our U.S. applications. Even when the ISA adopts a mining code, as the U.S. has not ratified UNCLOS or joined the ISA, the contracts issued under DSHMRA are going to stay in effect. And while some describe DSHMRA as a temporary or interim measure, this law remains in full effect 45 years later. Perhaps some of the drafters had expected the U.S. to ratify the law of the Sea Convention, but that didn't happen, and it's not likely to happen anytime soon. Finally, as you might imagine, the release of our PFS, or Pre-Feasibility Study, does require the sign-off of quite a few qualified persons, or QPs. And given the context of today's announcement, it's prudent for us to discuss certain assumptions with them at a bit more length. And this also applies to the timing of our strategy day. We do, of course, still intend for that long reform session to occur, but as you can imagine, we've been laser-focused on pursuing this new path in the last few months. So, what do these actions mean for NORI, TAMO, and our sponsoring states? Well, we've consulted on this application strategy with these sponsoring states, and in fact, Gerard spoke just last night with the President of Nauru and the Prime Minister's Office in Tonga. Our relationships with our sponsoring states are excellent, and we continue to respect our agreements together. Regarding the specific areas of where we'll apply, the scope of the upcoming applications is under careful consideration, and we'll continue to discuss the strategy with our sponsoring states. For what it's worth, DSHMRA exploration licenses can be granted up to 150,000 square kilometers. And yes, we are still planning to lodge an application over the NORI area in June of 2025, but we've not yet determined with which regulator. So, even after a U.S. application is launched, we still retain the NORI and TAMO exploration contracts, and we fully intend on remaining compliant with the requirements of those ISA contracts. So, onto the financial results. In the last quarter of 2024, TMC reported a loss, net loss of $16.1 million, or $0.05 per share, compared to a net loss of $33.5 million, or $0.11 per share for the same period in 2023. The net loss for the last quarter of 2024 included exploration and evaluation expenses of $8.3 million versus $26.7 million in Q4 2023, general and administrative expenses of $8.1 million versus $6.6 million in Q4 2023. Exploration and evaluation expenses decreased by $18.4 million in the last quarter of 2024, compared to the same period in 2023, mainly due to a decrease in the cost of environmental studies as Campaign 8, which commenced in the last quarter of 2023, was completed in the first quarter of 2024. Also, a decrease in mining, technology, and process development costs, due to a lower transit and layup cost in the fourth quarter of 2024, compared to the prior year period. This decrease in exploration and evaluation costs was offset by an increase in share-based compensation costs, reflecting the amortization of the fair value of restricted stock units granted to officers in the second quarter of 2024. G&A expenses increased by $1.5 million in the last quarter of 2024, compared to Q4 of 2023, mainly due to an increase in share-based compensation costs as discussed, and an increase in consulting and advisory costs. Other items impacting the Q4 movement in 2024 is higher fees and interest on the credit facilities in 2024, offset by foreign exchange gain year-over-year. In the fourth quarter of 2024, net cash used in operating activities was $13.8 million, compared to $15.2 million for the first, excuse me -- for the last quarter of 2023. The lower spending in Q4 2024 reflects mainly lower spending on project development and environmental studies, as compared to Campaign 8 spending in Q4 2023, and due to changes in working capital levels year-over-year. The free cash flow for the last quarter of 2024 was negative $13.9 million compared to negative $15.6 million in the last quarter of 2023. Free cash flow is a non-GAAP measure and I'd point you to the non-GAAP reconciliation table included in the slide deck and on our website. We believe that our cash on hand and the undrawn amount of $41.5 million from our unsecured credit facility with Gerard Barron, our Chairman and CEO, and with ERAS Capital will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from today. During the fourth quarter of 2024, the company entered into a registered direct offering issuing 19.9 million common shares and 9.95 million Class B warrants. The share issuance was completed in February of 2025 and the company received all gross proceeds of the $19.9 million. In the last quarter of 2024, the company also drew $2.5 million from the working capital loan from Allseas. Our accounts payable and accrued liabilities balance at the end of 2024 of $42.7 million majority includes $25.8 million owed to Allseas for various services provided and the majority of that can be settled in equity at TMC's election. TMC liquidity, which we define as cash plus borrowing capacity, stood at $62 million at December 31st or $48 million pro forma for the credit facility amendments and full receipt of the registered direct proceeds in the first quarter of 2025 where the final $5 million came in. In Q1 2025, we increased the principal amount of our unsecured ERAS/Barron facility by $6 million and the credit facility with an affiliate of Allseas of $25 million was terminated by mutual agreement in March as maturity was approaching the third quarter of this year and no amounts were outstanding. However, the maturity of $7.5 million Allseas working capital loan was extended to September 2025. With that operator, we would like to turn it over to the line for some Q&A.