Craig Shesky
Analyst · Cantor Fitzgerald
Thanks, Gerard. So there's a remarkable correlation between a nodule's mineral composition and the composition of EV battery cathodes and wiring. So while lithium iron phosphate or LFP battery attractions -- chemistries have gained traction, over 90% of the LFP supply chain is in China. And in the West, nickel-rich chemistries make up over 65% of EV battery cathodes sold today. And most of that are expected to be sold in the future. It was great to see today -- yesterday, GM and LG Chemical announced their excitement over new lithium manganese-rich or LMR cathode technology. LMR offers 33% greater energy density than LFP, while being comparable on cost. With sales made up of 65% manganese and 35% nickel, plus typical EVs requiring 100 to 200 pounds of copper, there is going to be a very robust demand growth market for the metals contained in nodules. Now as automakers come close to delivering full autonomy, studies suggest that this will require as much battery power for computing as it would require for the powertrain, meaning energy dense nickel batteries should continue to be in high demand. Still, many opposition groups like to say, we don't need these metals. So don't bother. Well, nobody asked you, but the US government and commodity experts globally would disagree. As a former metal analyst, myself, I am surprised at how many global NGO spokespeople, also moonlighters, commodity experts. But even if all of the current and future EV demand magically vanished, the demand for our products will be just fine. These four metals are all being critical by the US Department of Energy or the US Geological Survey due to their necessity in myriad applications. For nickel, that includes stainless steel, generators, turbines and power grid infrastructure. For cobalt, it's aircraft engines, magnets, paints and superalloys. For manganese, it includes carbon steel, alloys and build materials. And for copper, it's basically everything, wiring, piping, electronics, traditional cars, HVAC, long-haul transmission cables and also that includes a tremendous future power needs for the data center supporting artificial intelligence and other current and future technologies. So, now that we have a better sense of the uses, we can also give you a sense of scale. What would it mean for the US to gain access to, let's say, 1 billion tons? Well, the answer is that it would be transformational. And if measured by current US 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. But it's worth remembering that it was US companies and the US government, including NOAA which pioneered the evaluation and development of this resource back in the 1970s. The US government developed a regulatory framework and conducted strategic environmental impact assessments. US companies, including Transocean, US Steel, Lockheed Martin developed and piloted Nodule Collection Technology. So this US leadership did slow, however, when the US did not ratify the UN convention of the Law of the Sea or UNCLOS. The US did have the foresight, however, to enact DSHMRA so that US citizens and entities could access seabed resources in international waters. As we've said, going back to last quarter, US entities can apply to NOAA for exploration and commercial recovery licenses. And because the US has never submitted to the jurisdiction of the ISA, this US law obviously remains in full effect. There are a few handful of nations that have bilateral agreements with the US regarding each other's activities in international waters. But beyond that, US law continues to offer freedom of activity in the high seas. Now, over the last few weeks, we've gotten quite a few questions from investors and stakeholders on the legal side of this question. Many people ask about overlap between the US seabed mining code and the ISA, but that's not exactly the right way to think about it. The US isn't claiming any ground or territory in international waters. This is not a question of overlap. Through DSHMRA and the NOAA regulation, the US is merely regulating the free activities of its citizens in international waters in accordance with any law that would apply to its citizens under the freedom of the high seas, just as it would apply to somebody on a fishing boat. As our private subsidiary, TMC USA doesn't bear obligations under UNCLOS. TMC's USA rights are solely defined by the laws of the United States. And UNCLOS does not apply to the US because the US never ratified it nor did it ratify the 1994 ISA implementation agreement. Getting a bit technical, but according to Article 34 of the Vienna convention on the Law of Treaties, a treaty does not create either obligations or rights for a third state without its consent. And under Article 14 of that same document, a treaty is binding upon the state only when it has expressed its consent to be bound typically through ratification. So while the US does not -- the US does voluntarily abide by certain aspects of UNCLOS, the US has never contradicted its original understanding of deep sea mining as a freedom of the high seas and has steadfastly opposed Part XI's framework for the ISA-led exploitation of deep seabed minerals. Turning back to our project. Focusing on the onshore side of our operations. In April of this year, TMC and PAMCO welcomed over 50 representatives including equity research analysts, commodity traders, steelmakers and battery consumers and some TMC employees, including myself, to PAMCO's Hachinohe plant in Japan for a site visit. During the tour, attendees spoke with PAMCO engineers about TMC's commercial production flowsheet and the final specifications of its metal products, and they were given the opportunity to view samples of the products up close. In February of 2025, as we previously announced, PAMCO successfully demonstrated the smelting of calcine into high-grade nickel-copper-cobalt alloy and manganese silicate products. By using PAMCO's existing facility, TMC can eliminate the need for upfront onshore capital expenditures as part of its capital-light approach. As a reminder, our applications in NOAA are backed by one of the largest environmental data sets ever compiled based on work alongside dozens of respected research institutions and well over $200 million in cumulative environmental spending. Bottom line, we believe that we, along with the research pioneers from NOAA and others before that, have answered key questions posed for our environmental impact statement, which has now been launched as part of the NOAA process. And we strongly believe that the time has come to move forward, begin production and allow the data collection to increase exponentially and share even more evidence on the manageable impacts of deep sea nodule collection. So, now let's turn to project economics and the long-anticipated Pre-Feasibility Study or PFS. As Gerard noted upfront, we expect to release next quarter, our PFS for our first commercial production area. But on top of that, some additional detail and higher-level valuation parameters on the resource beyond NORI-D, which to date has been nearly all of what people are focused on for underwriting our stock, often ignoring the other 78% of the estimated resource. We often get a question, why not just release all the information now? Well, for one, we've been busy getting these applications complete, but also as a NASDAQ listed and SEC regulated company, there are very specific rules on the assumptions and sign-offs required to make resource and financial projections to ensure it's all based on reality and can reasonably be relied upon by investors. Trust us, we are chopping up a bit to be able to share this data with you. However, our pivot to the US earlier this year has led to some changes in long-term assumptions that do require careful consideration, accurate modeling, and sign off from a handful of external qualified persons or QPs. Now that we have submitted our applications on an accelerated basis based on an all-hands-on-deck push, our team's attention can turn back to this important work. As we've discussed for many years, our capital-light approach is made possible by partners like Allseas and PAMCO providing existing assets. On the offshore side, the US path requires some additional steps, such as the flagging of vessels. And onshore, we are looking forward to processing in the US one day. But we in the US government understand the reality is that processing will occur outside the United States for some period of time. And now on the royalty front, that's one area where the US path very significantly. There will be economic benefits for some allied countries as laid out in the executive order, but it's going to be a far cry from some of the more onerous proposals being discussed at the ISA over recent years. Again, we're looking forward to sharing more in the third quarter on this important work stream to provide not only PFS level clarity on our first commercial recovery area, but also additional information on the potential read-through for the entire estimated resource. So now, on to the financial results. TMC reported a net loss of approximately $20.6 million or $0.06 per share in the first quarter of 2025 compared to a net loss of $25.2 million or $0.08 per share for the same period in 2024. Exploration and evaluation expenses for the 3 months ended March 31, 2025, were $9.5 million compared to $18.1 million in 2024 due to lower mining, technological and process development costs as the comparative quarter included costs to transport nodules to PAMCO's facility, resource-definition costs incurred during Campaign 8, which was completed in the first quarter of 2024 and lower costs incurred on environmental and pre-feasibility studies, partially offset by increase in share-based comp. G&A expenses in Q1 2025 were $8.5 million compared to $6.6 million in the comparative quarter due to an increase in share-based compensation, partially offset by a decrease in legal costs in the first quarter of 2025. Q1 2025 results also include a loss of $0.5 million for the change in fair value of warrants liability and charges of $1.1 million for foreign exchange losses and $1 million of fees and interest on our credit facilities and borrowings. Net cash used in operating activities in Q1 2025 amounted to $9.3 million compared to $11.8 million in 2024. The reduction in Q1 2025 is mainly due to high cash outflows relating to the Campaign 8 last year, partially offset by higher corporate costs this year. Free cash flow for Q1 was negative $9.4 million compared to negative $12.1 million in 2024. Free cash flow is a non-GAAP measure, and I would point you to the non-GAAP reconciliation table included in the appendix of this slide deck. Now, taking a step back to liquidity and capital raising tools. TMC liquidity, which is cash flows borrowing capacity, stood at about $44 million as of March 31, 2025, or $81 million pro forma following this month's registered direct offering of $37 million of gross proceeds. In March of 2025, we increased principal amount of our unsecured ERAS/Barron credit facility by $6 million from $38 million to $44 million. The credit facility with the affiliate of Allseas Group SA of $25 million was terminated by mutual agreement as we previously reported, as maturity was approaching and there were no amounts outstanding. However, the maturity of the $7.5 million Allseas working capital loan was extended to September of 2025. In Q1 of 2025, the company repaid $1.8 million of previously drawn amount on the ERAS/Barron facility and did not draw any further amount. The company also raised in the quarter, $5.7 million under the ATM facility, issuing approximately 3 million shares at an average share price in Q1 of $1.93. And one matter on corporate housekeeping. The $37 million registered direct offering, when combined with the $55 million in potential future proceeds from the associated warrants at $4.50 per share, that would use up the majority of the existing S-3 shelf capacity. Shelf capacity calculations do assume that future exercise of any warrants must be included at the time of issue. So this financing can fund the company well beyond the key milestone of permitting for commercial production. But again, as a matter of good corporate housekeeping, TMC expects to put in place another shelf to allow for future issuance of various securities as discussions with additional strategic investors continue and as we prepare ourselves for commercial production, even strategics do like registered transactions, whether that's debt or equity securities. So it's better to have the toolkit full before we need to use it. So now I might turn it over to the operator to open it up for any Q&A.