On February 21, 2023 (the “Closing Date”), the Company and its wholly-owned subsidiary, NORI, entered into an investment agreement (the “Royalty Agreement”) with Low Carbon Royalties Inc. (“Low Carbon Royalties”). In connection with the Royalty Agreement, NORI contributed a 2% gross overriding royalty (the “NORI Royalty”) on the Company’s NORI project area in the CCZ to Low Carbon Royalties. In consideration of the NORI Royalty, TMC received an ownership in Low Carbon Royalties and $5 million in cash, as of the Closing Date. In connection with the Royalty Agreement the Company entered into an Investor Rights Agreement with Low Carbon Royalties and a shareholder of Low Carbon Royalties, pursuant to which the Company and this shareholder each have a right, subject to certain percentage maintenance, to nominate a director to Low Carbon Royalties’ board of directors, along with registration and information rights.

During the six months ended June 30, 2025, there was no change to the Company’s ownership in Low Carbon Royalties which remained at 32% (December 31, 2024: 32%).

For the three and six months ended June 30, 2025, the Company’s share of the net gain generated by Low Carbon Royalties was $89 thousand and $54 thousand, respectively (For the three and six months ended June 30, 2024, the Company’s share of Low Carbon Royalties’s net loss was: $61 thousand and $139 thousand respectively). During the second quarter of 2025, Low Carbon Royalties declared and paid a return of capital of $0.025 per share with the Company’s share of return of capital amounting to $0.3 million. The Company recorded the return of capital received from Low Carbon Royalties based on the Nature of the Distribution Approach. As the distribution was a return of capital, the Company has disclosed the receipt under Investing Activities in the Condensed Consolidated Statements of Cash Flows.


	Investment
Investment as at December 31, 2023	$	8,429
Equity-accounted investment loss for the 2024 year		(226)
Investment as at December 31, 2024	$	8,203
Return of Capital		(346)
Equity-accounted investment income for the six months ended June 30, 2025		54
Investment as at June 30, 2025	$	7,911

The NORI Royalty was recorded as a royalty liability in the consolidated Balance Sheet in accordance with ASC 470, Debt (“ASC 470”). The Company elected to account for the royalty liability at fair value through profit and loss. The fair value was determined using a market approach which entails examining recent royalty transactions prior to the reporting date, focusing on those transactions that involve similar metals as contained in NORI’s polymetallic nodules. The Company compares the specific characteristics of these transactions to estimate the fair value. The fair value of the royalty liability as at June 30, 2025, remained unchanged at $14 million.

Financial results of Low Carbon Royalties as at and for the three and six months ended June 30, 2025, and 2024 are summarized below:


	As at June 30,		As at June 30,
	2025		2024
Current Assets	$	1,031	1,410
Non-Current Assets		25,112	25,726
Current Liabilities		70	80


	Three months		Three months	Six months	Six months
	ended June 30,		ended June 30,	ended June 30,	ended June 30,
	2025		2024	2025	2024
Royalty Income	$	273	396	526	790
Total Revenue		284	410	554	814
Comprehensive Gain (Loss) for the period	$	277	(191)	167	(433)