The Metals Company Provides Closing Update on its Registered Direct Offering at $2.00 Per Share Plus Class A Warrants
19 Octubre 2023 - 7:55AM
TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or the “Company”),
an explorer of lower-impact battery metals from seafloor
polymetallic nodules, today provided an update to its previously
announced registered direct offering (the “Registered Offering”),
which is expected to result in aggregate gross proceeds to the
Company of approximately $24.9 million, the majority of which has
already been received.
Pursuant to the Registered Offering, TMC agreed to sell and
issue common shares of the Company, without par value (the “Common
Shares”), and accompanying Class A warrants (the “Class A
Warrants”) at an exercise price per share of $3.00. Each Common
Share and the accompanying Class A Warrant to purchase 0.5 of a
Common Share were sold at a price of $2.00. The approximately $24.9
million of expected gross proceeds to the Company includes the two
additional closings for $2.5 million and $6.5 million expected to
occur on or before November 30, 2023 and January 31, 2024,
respectively, with an investor in the Registered Direct Offering
affiliated with the Company, and is before deducting fees payable
to the financial advisors and other estimated offering expenses
payable by the Company, not including exercise of the Class A
Warrants.
In addition to the proceeds from the Registered Offering and
cash on hand, TMC has access to a $25 million unsecured credit
facility with an affiliate of Allseas Group S.A., as well as a $30
million at-the-market equity program (ATM), both of which remain
unused as of today.
The securities in the Registered Offering were offered by TMC
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. The Registered Offering was 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 was filed with the SEC and is 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 CompanyThe
Metals Company is an explorer of lower-impact battery metals from
seafloor polymetallic nodules, on a dual mission: (1) supply metals
for the global energy transition with the least possible
negative impacts on planet and people and (2) trace, recover and
recycle the metals we supply to help create a metal commons that
can be used in perpetuity. 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 is available at www.metals.co.
More infoMedia | media@metals.coInvestors |
investors@metals.co
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, including the
expected proceeds from, of the Registered Offering and the expected
additional closings in the Registered 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
Offering; the Company’s ability to access additional funds under
the unsecured credit facility, the ATM or otherwise; 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 updated in our Quarterly
Report on Form 10-Q filed with the SEC on August 14, 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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