Exhibit 96.2

AMC Consultants Pty Ltd ABN 58 008 129 164   Level 12, 477 Collins Street Melbourne Vic 3000 Australia   T             +61 3 8601 3300 E              melbourne@amcconsultants.com   amcconsultants.com

Report

Technical Report Summary-Initial Assessment of TOML and NORI Properties, Clarion-Clipperton Zone

TMC the metals company Inc.

AMC Project 0225054

Effective date: 4 August 2025

Qualified Persons:

AMC Consultants Pty Ltd

MARGIN - Marine Geoscience Innovation

APYS Subsea Ltd

Canadian Engineering Associates Ltd

Lanasera Pty Ltd

Anthony O’Sullivan, Chief Development Officer, TMC the metals company Inc.

Dr. Michael Clarke, Environmental Manager, TMC the metals company Inc.

Rutger Bosland, Chief Innovation and Offshore Technology Officer, TMC the metals company Inc.

Adam Price, Project Controls Manager, TMC the metals company Inc.

A very large nickel, manganese, cobalt, and copper resource occurring as polymetallic nodules is located on the seafloor in the Clarion-Clipperton Zone (CCZ) of the north-east Pacific Ocean. TMC the metals company Inc. (TMC), through their wholly owned subsidiaries, are undertaking assessment on the technical and economic viability of recovering metals from polymetallic nodules to support increasing demand from electrification, electric vehicle (EV) battery and stainless-steel demand. Working with offshore and onshore partners, TMC has designed and demonstrated nodule collection and processing systems that can generate nickel, copper, cobalt and manganese products with little to no solid waste (AMC Consultants, 2025).

Four consortia of offshore development companies demonstrated the technical feasibility of collecting, lifting, and converting nodules into metals in the 1970s, but development of the industry was frustrated by the absence of regulation and a governing body. In 1994, the United Nations (UN) established the International Seabed Authority (ISA) pursuant to the UN Convention on the Law of the Sea (UNCLOS). The ISA governs the development of seabed resources for UNCLOS member states in the territories beyond the exclusive economic zones governed by coastal states. This international territory is known as the Area.

TMC through its subsidiaries, Nauru Ocean Resources Inc. (NORI) and Tong Offshore Mining Limited (TOML), holds exploration contracts for a total of ten areas in the CCZ regulated by the ISA. NORI holds exploration rights to four areas (NORI A, B, C, and D) totaling 74,830 km² that were granted in July 2011. TOML holds exploration rights to six areas (TOML A, B, C, D, E and F) covering 74,713 km² under an exploration contract approved in July 2011 and then formalized on 11 January 2012.

These exploration contracts were granted and formalize an exploration area, for a term of 15 years with a program of activities approved for the first five-year period. NORI and TOML have a priority right to apply for an exploitation contract to exploit polymetallic nodules in the respective Contract Areas (ISA Regulation 24(2)). Both the NORI and TOML exploration contracts may be extended for periods of five years at a time beyond the initial 15-year period, provided NORI and TOML have made efforts in good faith to comply with the requirements of the plan of work. These exploration contracts do not confer any commercial production rights. A separate Plan of Work for exploitation must be submitted and approved by the ISA Council before any commercial recovery may occur.

At the time of this report, the ISA is yet to finalize the Mining Code, including Regulations on the Exploitation of Mineral Resources in the Area as required under UNCLOS.

In 1980, the Unites States of America (U.S) enacted the Deep Seabed Hard Mineral Resources Act (DSHMRA) 30 U.S.C. §1401 et seq.) authorizing the National Oceanic and Atmospheric Administration (NOAA) to issue licenses for exploration and permits for commercial recovery from the deep seabed. These activities are limited to areas beyond national jurisdiction and are intended to ensure that U.S. entities can participate in seabed mining despite the US not being a party to the UNCLOS or the 1994 Implementation Agreement.

TMC, through its wholly owned subsidiary The Metals Company USA LLC (TMC USA) has submitted requests directly under the U.S. regulatory regime governed by DSHMRA. These applications are summarized below:

USA-A includes the existing ISA approved exploration Area identified as NORI Area D and TOML area F. USA-B includes the existing ISA approved exploration Areas identified as NORI Areas A, B, C and TOML Areas A, B, C, D, and E.

These applications are still under review and commencement of Commercial Recovery by TMC USA is subject to approval of these licenses under DSHMRA. At the time of writing this report, TMC USA does not hold any exploration licenses or commercial recovery permits under the DSHMRA framework.

TMC USA has submitted applications for such rights, and subject to regulatory review and approval, anticipates that any future commercial recovery activities would be conducted pursuant to a permit issued by National Oceanic and Atmospheric Administration (NOAA) under the U.S. legal regime.

Any reference in this Initial Assessment (IA) to activities proposed to be conducted by TMC USA is inherently uncertain and should be considered forward-looking in nature. No assurance can be given that any permit under DSHMRA will be issued, or that if issued, such permit will contain terms and conditions commercially or operationally viable for the project considered in this IA.

This IA considers only the Areas for which TMC have mineral rights, specifically, the NORI and TOML Areas subject to existing ISA approved exploration licenses (collectively known as the Property). This IA specifically excludes NORI Area D as this is the subject of a separate Pre-Feasibility Study (PFS) (AMC Consultants, 2025).

A phased development is outlined for the NORI and TOML areas that make up the TMC Property. Each offshore collection system comprises collectors on the seafloor, Vertical Transport System (VTS), and Production Vessels (PV) that are expected to collect polymetallic nodules. The nodules are expected to be transferred from the PV to a Transport Vessel (TV). The polymetallic nodules are expected to be shipped to onshore processing facilities, where established processing technology are expected to be used to produce manganese silicate, a feedstock for silico-manganese alloy production used in steel making, and nickel-cobalt-copper matte which is expected to be refined into products in the US that can be used in energy, defense, manufacturing, and infrastructure.

A converted drillship, the Hidden Gem, reclassed as the world’s first deepwater mining ship, was used by NORI to support successful test mining in 2022 (Test Mining), where 3,000 wet metric tonnes (wmt) of nodules were lifted to the surface. Learnings from the Test Mining and further testing and modelling completed by Allseas has informed engineering of the First-Generation Mining System (1^st Gen), the commercial-scale system as described in the NORI Area D Technical Summary Report (AMC Consultants, 2025). The engineering of the Second-Generation Mining System (2^nd Gen) is expected to be informed by the operational and environmental performance of the 1^st Gen.

TMC has commissioned AMC Consultants Pty Ltd (AMC) to conduct an IA of developing the full ground position held by TMC through its subsidiaries NORI and TOML. An IA is a conceptual study of the potential viability of Mineral Resources. This Initial Assessment is preliminary in nature, includes Inferred Mineral Resources and describes the economic viability of mining and processing systems that are at conceptual stage of development. However, many of the concepts in the IA are based on systems studied and designed at a prefeasibility level for NORI Area D (AMC Consultants, 2025).

This IA indicates that development of the Mineral Resources within the NORI and TOML Areas, is potentially technically and economically viable and indicates a positive economic outcome is possible. Headline results of the IA financial evaluation are provided in Table 1.1. However, due to the low level of confidence in much of the Mineral Resource base, the need for more exploration, and the need for more detailed evaluation of aspects of the Project, such as seafloor bathymetry, engineering design, environmental characterization, and mine planning, the technical and economic viability has not yet been demonstrated.

Note: The economic projections presented in this table are based on Measured, Indicated, and Inferred Mineral Resources and do not support a determination of Mineral Reserves or demonstrate economic viability

The Property is located within the CCZ of the northeast Pacific Ocean (Figure 3.1) between Hawaii and Mexico. The western end of the CCZ is approximately 1,000 km south of the Hawaiian island group. From here, the CCZ extends over 4,500 km east-northeast, in an approximately 750 km wide trend, with the eastern limits approximately 2,000 km west of southern Mexico. The region is well-located to ship nodules to the American continent or across the Pacific to Asian markets.

The Property comprises of nine separate areas (NORI A, B, C, TOML A, B, C, D, E and F) with a combined area of 124,381 km^2.

The principal regulatory environments governing the international seabed area include:

Part XI of the Convention and the 1994 Implementation Agreement deals with mineral exploration and exploitation in the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually exploitation of resources.

The Convention entered into force on 16 November 1994. As of October 2024, the Convention had been signed by 169 States Parties¹ and the European Union. The US is currently not a party to the Convention.

The Deep Seabed Hard Mineral Resources Act, enacted in 1980 by the U.S., authorizes the issuance of Exploration Licenses and Commercial Recovery Permits over the deep seabed. These activities are limited to areas beyond national jurisdiction and are intended to ensure U.S. entities can participate in seabed mining despite not being party to UNCLOS.

To date, the ISA has issued regulations on prospecting and exploration for polymetallic nodules in the Area.

¹ https://itlos.org/en/main/the-tribunal/states-parties/

At the time of this report, the ISA is yet to finalize the Mining Code, including Regulations on the Exploitation of Mineral Resources in the Area as required under UNCLOS.

Consequently, TMC, through its wholly owned subsidiary TMC USA on April 28 2025, submitted applications for two exploration licenses and a commercial recovery permit under the U.S. regulatory regime governed by DSHMRA.

These applications are still under review and TMC’s claim to these areas under DSHMRA are subject to approval of these licenses and permits by NOAA. NOAA has advised TMC USA that the exploration license applications are substantially complete, which provides TMC USA with the priority right to areas subject to application, which includes the Property, for the duration of the application process.

Seafloor polymetallic nodules occur in all oceans, but the CCZ hosts a relatively high abundance of particularly nickel and copper-rich nodules. The CCZ seafloor forms part of the Abyssal Plains, which are the largest physiographic province on Earth.

The average depth of the seafloor in the Project area ranges from 3,800 m to over 6,000 m. The Abyssal Plains are traversed by ridges and are punctuated by inactive volcanoes rising 500 up to 2,000 m above the seafloor.

The formation and distribution of polymetallic nodules in the CCZ are primarily controlled by water depth, latitude, and seafloor sediment type. Geological domains identified include volcanic outcrops, volcanic highs, sediment drifts, and high-slope (>6°) areas, which were excluded from resource estimates.

Exploration data underpinning the Mineral Resource estimates comprise historical sampling by Pioneer Contractors using free-fall grab samplers (FFG) and box core (BC) samplers, supplemented by recent campaigns conducted by NORI and TOML involving box coring, dredging, multibeam echosounder MBES surveys, side scan sonar, sub-bottom profiling, autonomous underwater vehicle (AUV) deployments, and photographic seabed imaging.

Nodule abundance is reported on a wet basis with an assumed moisture content of 28% for TOML areas, and 24% for NORI-A, B, and C. No significant correlations were found between moisture content and nodule size, grade, or geological domain. Nodule size measurements and long-axis estimation methods were applied to improve abundance estimates from photographic data.

Mineral Resource estimation employed geostatistical techniques including declustering to correct for sample spacing bias, variogram modeling to characterize spatial continuity, and Ordinary Kriging for grade interpolation. The Mineral Resource classification follows SEC Regulation S-K (subpart 1300), with Measured, Indicated, and Inferred categories assigned based on data density and quality (Table 1.2). Areas with sparse data or high uncertainty, such as volcanic highs and steep slopes, were excluded.

Note: Tonnes are quoted on a wet basis; grades are reported on a dry basis consistent with industry practice.

Moisture content was estimated to be 28% w/w for TOML and 24% for NORI-A, -B, and -C. These estimates are presented on an undiluted basis without adjustment for resource recovery. The estimates in this table include Inferred, Measured and Indicate Mineral Resources. These are not Mineral Reserves and do not have demonstrated economic viability.

The development plan for the Property envisions a phased, 23-year mining operation leveraging advanced offshore technologies including remotely operated Collector Vehicles (CV), VTS, and PVs. Mining is expected to target polymetallic nodules on seafloor slopes up to 6°, with recovered nodules transported to onshore facilities for processing into manganese silicate and nickel-cobalt-copper products essential for steelmaking and battery materials.

The life of mine schedule prioritizes higher grade areas, commencing with TOML-F before progressing through the other areas in a systematic sequence designed to optimize resource extraction and maintain steady production aligned with processing capacity. Environmental safeguards such as buffer zones are integrated throughout the plan. This approach, informed by exploration in the NORI and TOML areas and Test Mining and environmental studies conducted in NORI Area D provides a framework for developing the Mineral Resource in the wider Property. The development of these NORI and TOML areas are expected to benefit from the offshore and onshore experience gained through operating in NORI Area D.

The mining method for the NORI and TOML areas employs bespoke deep-sea technology featuring remotely operated, self-propelled, tracked CVs equipped with Coandă nozzles to efficiently recover polymetallic nodules from the seafloor. These CVs are expected to operate on slopes up to 6°, removing nodules while minimizing sediment disturbance. Nodules are expected to be transported via a VTS using airlift or hydraulic pumps to PVs on the surface, where dewatering and offloading is expected to occur before shipment to processing facilities.

These 2^nd Generation Production Systems are expected to build on successful Test Mining conducted in 2022 in NORI Area D and a decade of experience that is expected to be gained from operating a 1^st Generation Production System in the NORI Area D.

A total of eight PVs are expected to operate within the Property across the 23 year mine life. Each PV is fitted with three 20 m wide CVs and is capable of producing 7 million wet metric tonnes per annum (Mwmtpa) of nodules in the high abundance areas within TOML-F and 5 Mwmtpa in the other areas that make up the Property.

The fleet of production, transport, and supply vessels are expected to be coordinated through centralized offshore control centers, enabling safe, efficient, and adaptive operations with reduced offshore personnel exposure. This innovative mining approach is designed to maximize resource recovery while maintaining environmental stewardship and operational reliability in the challenging deep-sea environment.

The mineral processing strategy is supported by extensive bench-scale and pilot-scale metallurgical testwork that has demonstrated the technical feasibility of converting polymetallic nodules into marketable products. Bulk sampling and Test Mining successfully recovered nodule material from NORI Area D that was used for large scale processing trials.

The processing flowsheet involves drying and calcining the nodules in a rotary kiln(s) followed by electric furnace (RKEF) smelting to produce two immiscible phases: a nickel-cobalt-copper-rich alloy and a manganese silicate oxide slag. A pilot plant campaign produced 35 t of calcine that was then smelted at eXpert Process Solutions (XPS, a division of Glencore) and tested in industrial scale trials by Pacific Metals company Ltd (PAMCO), producing demonstration quantities of these target products with stable operation and emissions compliant with relevant regulations. High recoveries were achieved, including approximately 97% for nickel, 93% for cobalt, 94% for copper, and 99% for manganese. The alloy is expected to be further processed in Peirce-Smith converters to generate a matte product containing 5% iron. This was also piloted at XPS with suitable quantities of matte generated to feed downstream refinery bench-scale testing.

Matte is expected to be refined hydrometallurgically using a two-stage leach process, followed by copper electrowinning, cobalt and nickel solvent extractions (SX), impurity removal steps and crystallization of the nickel and cobalt phases to generate sulfate products. The copper phase that are expected to be generated following the electrowinning is copper cathode. Bench-scale testing at Lakefield, Ontario (SGS) was able to generate about 1 kg of nickel and cobalt sulfates suitable for use in batteries.

The process design leverages existing ferronickel production assets in Indonesia with minor modifications to accommodate nodule feedstock, supporting cost-effective commercial-scale operations. New build refineries in the USA are expected to then complete the conversion of the matte produced in Indonesia to saleable materials.

Benchmark Mineral Intelligence (BMI) was contracted by TMC to provide market overviews for three commodities: nickel, cobalt, and copper and to provide forecasts for the premia/discounts for nickel and cobalt sulfate over nickel metal price forecasts.

CRU Group (CRU) was commissioned by NORI to examine the marketability and pricing for the three intermediate products that are expected to be produced (CRU, 2024):

Additionally, CRU was retained to provide manganese ore market forecasts.

The global market for critical metals like nickel, cobalt, and copper is expected to grow significantly, driven by demand from sectors such as the transportation, electrical infrastructure and consumer goods sectors. BMI and CRU forecast the following metal supply, demand and price scenarios:

TMC manganese silicate and TMC matte are expected by CRU to gain market traction given their high quality. CRU notes:

Extensive environmental baseline studies and impact assessments have been conducted in NORI Area D and are planned to be expanded across the other NORI and TOML areas to support responsible deep-sea mining development in the CCZ. These studies are expected to encompass geological, oceanographic, biogeochemical, benthic ecological, and trace metal analyses, building from the current knowledge base generated through extensive offshore efforts in NORI Area D and the growing dataset in published literature.

The ISA provides an exploration regulatory framework, requiring comprehensive Environmental and Social Impact Assessments (ESIA) and Environmental Impact Statements (EIS) as prerequisites for moving to exploitation licensing. Both NORI and TOML are compliant with current ISA exploration contract obligations.

Environmental management plans are expected to incorporate mitigation strategies informed by the 2022 Test Mining, which demonstrated limited and manageable environmental impacts.

Key social benefits include community development and training programs, particularly supporting the Republic of Nauru and Tonga. The absence of competing economic uses and landowner displacement further supports the project’s social license. A key environmental benefit compared to terrestrial mines is that the project is expected to essentially produce zero waste from the mining and processing of the nodules.

Overall, the environmental and social programs establish a strong foundation for sustainable seabed mineral development while ensuring adherence to evolving international and national regulatory requirements.

The proposed strategy for the project includes engaging contract miners to conduct polymetallic nodule collection and transport to existing RKEF facilities in Indonesia with Contractor capital investment recovered in the first 10 years of operation. Sustaining capital during PV class surveys is included for the collection equipment. RKEF processing in Indonesia is expected to be by tolling arrangement. Matte from RKEF facilities in Indonesia is expected to be shipped to the USA for refinement through TMC built / owned / operated infrastructure with associated capital expenditure (CAPEX) and operating expenditure (OPEX) included.

The CAPEX for the NORI and TOML projects is estimated at approximately US$15,000 million, encompassing Project capital of $8,850 million, sustaining capital over the life of mine (LOM) of US$5,300 million, with closure costs estimated at US$805 million.

OPEX is forecasted at approximately US$126,000 million over the LOM, averaging US$188.3 per wet metric tonne of nodules processed. Key OPEX components include collection, transport, processing, refining, consumables, and corporate costs, with processing and refining representing the largest shares.

These cost estimates, prepared to an IA -level confidence standard, incorporate contingencies and reflect current engineering designs and operational plans.

The economic evaluation of the NORI and TOML projects demonstrates potential for strong financial viability based on a real, ungeared, post-tax discounted cash flow model using an 8% discount rate over a 23-year life of mine starting in 2037. The analysis incorporates metal price forecasts, metallurgical recoveries, payabilities, and detailed cost structures without inflation or escalation.

In the model, the proposed project delivers a post-tax net present value (NPV8) of approximately US$18,100 million and an EBITDA of US$172,000 million over the LOM. Sensitivity analyses highlight the project’s resilience to fluctuations in metal prices, operating costs, and capital expenditures. Cash cost analysis positions the operation competitively within the global nickel market, supported by significant by-product credits from cobalt, copper, and manganese.

Overall, the economic evaluation confirms the robust commercial potential of the project under current assumptions. However, due to the low level of confidence in much of the Mineral Resource base, the need for more exploration, and the need for more detailed evaluation of aspects of the Project, such as seafloor bathymetry, engineering design, environmental characterization, and mine planning, the technical and economic viability has not yet been demonstrated.

The Qualified Persons (QPs) recommend advancing the NORI and TOML projects through continued engineering development, environmental management, and operational planning to support a prefeasibility study.

Key priorities include more detailed bathymetric surveys, detailed definition and increase in confidence in the Mineral Resources, developing mine plans aligned with finalized Commercial Recovery Permit conditions, design and testing of 2^nd Gen CVs, VTSs, PVs, and associated infrastructure, refinement of CAPEX and OPEX estimates. The buildup of experience expected through development and operation of the 1^st Gen in NORI Area D are expected to be important for derisking the Project.

Expanding engineering studies and design efforts for the hydrometallurgical plant capabilities is required to meet required plant availability to manage proposed production volumes. Engagement and commercial arrangements with existing or emerging industry partners is key to TMC operating strategy and therefore recommended.

Environmental monitoring and adaptive management frameworks should be refined and aligned with finalized Commercial Recovery Permit conditions.

These recommendations collectively aim to mitigate risks, improve technical and economic outcomes, and support responsible advancement of the TMC Property.

Contents

Tables

Figures

List of Acronyms

 List of elements

List of units

A very large nickel, manganese, cobalt, and copper resource occurring as polymetallic nodules is located in the Clarion-Clipperton Zone (CCZ) of the northeast Pacific Ocean between Hawaii and Mexico. The nodules are located at depths of between 4,000 to 6,000 m and have been explored with considerable success between the mid-1960s and the present day using a variety of deep-sea technologies. Successful trial extraction in the CCZ has also been carried out to demonstrate that the nodules can be collected and pumped to a surface platform and processed for recovery of metals.

Interest in seafloor mineral deposits grew through the 1960s. Several commercial and government funded organizations and consortia started exploring the oceans as part of a cooperative program known as the International Decade of Ocean Exploration. These organizations became known as Pioneer Contractors.

Exploration of the seafloor in international waters is administered by two governing bodies; the International Seabed Authority (ISA) the regulator of the United Nations Convention on the Law of the Sea (UNCLOS) and the National Oceanic and Atmospheric Administration (NOAA), the regulator of the U.S. Deep Seabed Hard Mineral Resources Act (DSHMRA). These regulatory frameworks operate independently of one another.

TMC the metals company Inc. (TMC), through its wholly owned subsidiaries. NORI and Tonga Ocean Minerals Limited (TOML), hold exploration contracts with the ISA.

NORI holds exploration rights to four areas (NORI Area A, B, C, and D) in the CCZ that were granted by the ISA in July 2011. TOML holds exploration rights to six areas (TOML-A, B, C, D, E, and F) in the CCZ, under an exploration contract approved in July 2011, and then formalized on 11 January 2012 by the ISA.

TMC, through its wholly owned subsidiary TMC USA has submitted requests directly under the U.S. regulatory regime governed by DSHMRA. These applications are summarized below:

USA-A includes the existing ISA approved exploration Area identified as NORI Area D and TOML area F. USA-B includes the existing ISA approved exploration Areas identified as NORI Areas A, B, C and TOML Areas A, B, C, D, and E.

As of the effective date of this report, these applications remain under review by NOAA. Any future rights to these U.S. areas remain contingent upon approval of the submitted applications. Accordingly, this report only assesses Mineral Resources located within areas covered by the ISA exploration contracts held by NORI and TOML.

The registrant is TMC the metals company Inc. (TMC). TMC commissioned AMC Consultants Pty Ltd (AMC) to undertake an Initial Assessment (IA) of the Mineral Resources contained in NORI Area A, B, and C, and TOML-A, B, C, D, E, and F (combined as the Property) and compile a Technical Report Summary compliant with SEC Regulation S-K (subpart 1300). This IA is preliminary in nature, includes Inferred Mineral Resources, and is not supported by a pre-feasibility or feasibility study. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

This IA contains forward-looking statements within the meaning of the U.S. securities laws. These statements include projections, expectations, and assumptions regarding future technical, regulatory, financial, and operational outcomes for areas of the NORI and TOML Contract Areas not currently covered by a pre-feasibility or feasibility study. These statements are based entirely on Measured, Indicated, and Inferred Mineral Resources and do not reflect demonstrated economic viability. The projected development scenarios, cost estimates, timelines, and financial metrics such as IRR and NPV are preliminary in nature and may differ materially from actual results due to changes in technical data, market conditions, permitting outcomes, regulatory frameworks, or other factors.

For a discussion of material risks and uncertainties that could affect these forward-looking statements, see “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in TMC’s most recent Annual Report on Form 10-K, as supplemented in subsequent SEC filings. Readers are also referred to the full cautionary statement regarding forward-looking information included in Chapter 19 of this report.

This Technical Report Summary is based on information and reports supplied by TMC, NORI, TOML, and TMC USA or in the public domain.

This Technical Report is authored by several experts or “Qualified Persons” (QPs), as defined in Subpart 1300 of Regulation S-K promulgated by the US Securities and Exchange Commission (S-K 1300). The QPs are listed in Table 2.1 and Table 2.2. The QPs have not visited the site, as the nodules, which are the subject of the Technical Report, are located in the north-east Pacific Ocean and lie at a depth of approximately 4,500 m below sea level. As permitted by Item 1302(b)(2)(iii), personal inspection has been substituted with inspection of sample material and survey data collected using remotely operated vehicles (ROV), which the QPs consider reasonable given the depth and location of the deposit. Nodules are only accessible to autonomous or remotely operated specialist underwater vehicles.

Table 2.1          List of Qualified Persons responsible for each Section

Further details on the QP’s employed by the Registrant are provided in Table 2.2.

Table 2.2          TMC Qualified Persons responsible for each section

This IA refers to Mineral Resources previously reported for the NORI (AMC Consultants, 2021a) and TOML areas (AMC Consultants, 2021b). There has been no change to the Mineral Resources previously reported in these reports. This IA considers the combined Mineral Resources contained in NORI Area A, B, and C, and TOML-A, B, C, D, E and F.

The NORI and TOML properties are located within the CCZ of the northeast Pacific Ocean Figure 3.1. The CCZ is located in international waters between Hawaii and Mexico. The western end of the CCZ is approximately 1,000 km south of the Hawaiian island group. From here, the CCZ extends over 4,500 km east-northeast, in an approximately 750 km wide trend, with the eastern limits approximately 2,000 km west of southern Mexico. The region is well-located to ship nodules to the US or across the Pacific to Asian markets.

Figure 3.1          Location of NORI and TOML Project and other ISA exploration areas within the CCZ.

Source: https://www.isa.org.jm/map/clarion-clipperton-fracture-zone, downloaded 22 July 2025.

NORI holds exploration contracts covering four areas with a combined area of 74,830 km² (NORI Area A, B, C, and D) in the CCZ that was granted by the ISA in July 2011. Table 3.1 and Table 3.2 provide details regarding the location of the NORI areas. This IA considers only the NORI – A, B and C areas. NORI Area D is subject to a separate Technical Report Summary that is supported by a PFS (see AMC Consultants, 2025).

Table 3.1          NORI Area details

Table 3.2          NORI Area extents

DD – Decimal degrees, UTM - Universal Transverse Mercator map projection

TOML holds exploration rights to six areas (TOML A, B, C, D, E and F) with a combined area of 74,713 km² (Table 3.3 and Table 3.4) in the CCZ under an exploration contract approved in July 2011, and then formalized on 11 January 2012 by the ISA.

Table 3.3          TOML exploration area in the CCZ

Table 3.4          TOML area extents

DD – Decimal degrees, UTM - Universal Transverse Mercator map projection

Figure 3.2 shows the location of the NORI and TOML Contract Areas. These contracts were granted for a term of 15 years and cover a program of activities for the first five-year period. These contracts also formalize the rights of NORI and TOML around tenure. Pursuant to the Regulations, NORI and TOML have priority right to apply for an exploitation contract to exploit nodules over the exploration Contract Area (ISA Regulation 24 (2)).

In April 2025, TMC USA submitted two applications (USA-A and USA-B) for polymetallic nodule exploration licenses and one application for a commercial recovery permit to NOAA under the U.S. DSHMRA framework. These exploration applications cover the NORI and TOML areas (Figure 3.2) currently held by TMC under the NORI and TOML ISA exploration contracts.

At the time of writing this report, TMC USA does not hold any exploration licenses or commercial recovery permits under the DSHMRA framework. However, TMC USA has submitted applications for such rights, and subject to regulatory review and approval, anticipates that any future commercial recovery activities would be conducted pursuant to a permit issued by NOAA under the U.S. legal regime. No assurance can be given that such rights will be granted or that regulatory approvals will be obtained on the anticipated timeline or terms.

Figure 3.2          NORI and TOML Areas

Source: TMC USA

To date, no commercial recovery permits for extracting minerals from the seafloor within the Property have been granted under ISA or DSHMRA.

The Area is defined as the seabed and subsoil beyond the limits of national jurisdiction (UNCLOS Article 1). Figure 3.3 shows a map of the Area (blue zone) as well as 200 nautical mile exclusive economic zones (grey zone) and extended continental shelf zones (orange zone). Figure 3.4 shows the relationship between depth, distance and jurisdiction.

The principal UNCLOS policy documents governing the Area include:

The Convention deals with, among other things, navigational rights, territorial sea limits, exclusive economic zone jurisdiction, the continental shelf, freedom of the high seas, legal status of resources on the seabed beyond the limits of national jurisdiction, passage of ships through narrow straits, conservation and management of living marine resources in the high seas, protection of the marine environment, marine scientific research, and settlement of disputes.

Part XI of the Convention and the 1994 Implementation Agreement deals with mineral exploration and exploitation in the Area, providing a framework for entities to obtain legal title to areas of the seafloor from the ISA for the purpose of exploration and eventually exploitation of resources.

The Convention entered into force on 16 November 1994. A subsequent agreement relating to the implementation of Part XI of the Convention was adopted on 28 July 1994 and entered into force on 28 July 1996. The 1994 Implementation Agreement and Part XI of the Convention are to be interpreted and applied together as a single instrument.

As of 20 July 2025, the Convention had been signed by 169 States (countries) and the European Union. The US is currently not a party to the Convention.

Figure 3.3          Map of seafloor jurisdictions

Note: International seabed area map (blue zone) as well as 200 nautical mile exclusive economic zones (grey zone) and extended continental shelf zones (orange zone). Source: Marine Geospatial Ecology Lab, Duke University (2011).

Figure 3.4          Maritime space under the 1982 UNCLOS

Source: TMC - adapted from UNCLOS, 1982

The ISA is an autonomous international organization established under the Convention and the 1994 Implementation Agreement to organize and control activities in the Area, particularly with a view to administering and regulating the development of the resources of the Area in accordance with the legal regime established in the Convention and the 1994 Implementation Agreement.

All rules, regulations, and procedures issued by the ISA to regulate prospecting, exploration, and exploitation of marine minerals in the Area are issued within a general legal framework established by the Convention and the 1994 Implementation Agreement.

To date, the ISA has issued (https://www.isa.org.jm/mining-code/ Regulations):

The ISA is currently working on the development of a legal framework to regulate the exploitation of polymetallic nodules in the international seabed area.

While the ISA regulates seabed mining for UNCLOS member states, the U.S. maintains its own regulatory regime. The U.S. legal framework for seabed mineral activities in areas beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act (DSHMRA), enacted in 1980 (30 U.S.C. §1401 et seq.). This Act authorizes the National Oceanic and Atmospheric Administration (NOAA) to issue licenses to US citizens for exploration and permits for commercial recovery of polymetallic nodules containing manganese, nickel, cobalt, and copper from the deep seabed.

These activities are limited to areas beyond national jurisdiction and are intended to ensure that U.S. entities can participate in seabed mining despite the US not being a party to UNCLOS or the 1994 Implementation Agreement.

NOAA is the U.S. federal agency responsible for administering the Deep Seabed Hard Mineral Resources Act (DSHMRA), which establishes a legal regime for the exploration and commercial recovery of hard Mineral Resources from the deep seabed in areas beyond national jurisdiction. All rules, regulations, and procedures issued by NOAA to regulate prospecting, exploration, and recovery of marine minerals under DSHMRA are issued within the legal framework established by the Act and its implementing regulations under 15 CFR, Subchapter D. To date, NOAA has issued:

NOAA is currently responsible for reviewing and processing applications for both exploration licenses and commercial recovery permits submitted by U.S. entities. In April 2025, the President of the US signed an Executive Order establishing a national policy to advance U.S. leadership in seabed mineral exploration and responsible commercial recovery, emphasizing environmental stewardship, supply chain resilience, and interagency coordination.

In May 2025, NOAA released a draft update to its DSHMRA regulatory framework, including proposed revisions to streamline the application process for commercial recovery permits and enhance environmental safeguards. The draft incorporated feedback from interagency consultations, industry stakeholders, and environmental groups, and was published for public comment via the Federal Register. NOAA has stated its intent to finalize the revised regulations by early 2026, in alignment with the Executive Order’s directive to modernize the permitting process and ensure timely access to critical minerals.

Pursuant to DSHMRA and 15 CFR § 970.209, a licensee who submits a timely and substantially complete application for a commercial recovery permit for the same area covered by their exploration license is granted a priority of right over other applicants, provided regulatory requirements are met.

Further permitting detail is outlined in Section17.

NORI and TOML, under their ISA exploration contracts, are required to, among other things: