Related Party Transactions

6 Months Ended

Jun. 30, 2025

Related Party Transactions

Related Party Transactions

15.Related Party Transactions

On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $20 million in the aggregate ( $10 million from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi - annually (or plus 5% if paid - in - kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The 2024 Credit Facility also contains customary events of default. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025. As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5% on any undrawn amounts under the 2024 Credit Facility. On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $44 million in the aggregate ($22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026. As per the Third Amendment to the 2024 Credit Facility, the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

During the three and six months ended June 30, 2025, the Company repaid $nil and $1.8 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (During the three and six months ended June 30, 2024, the Company drew $3.9 million from the 2024 Credit Facility and made no repayments). During the three and six months ended June 30, 2025, the Company incurred $0.1 million as interest expense, while for those same periods, it incurred $0.7 million and $1.2 million respectively, as underutilization fees (For the second quarter and first half of 2024, the interest amounted to $50 thousand and underutilization fees amounted to $0.2 million). During the three and six months ended June 30, 2025, the Company repaid interest amounting to $0.1 and $0.2 million respectively (For three and six months ended June 30, 2024: nil and $25 thousand) and underutilization fees amounting to $0.9 million (For three and six months ended June 30, 2024: $0.1 million). On July 2, 2025, the Company repaid the drawn amount of $2.5 million and outstanding interest and underutilization fees amount to $0.1 million and $1.2 million, respectively.

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which provides the Company with consulting services. During the three and six months ended June 30, 2025, Robertsbridge Consultants Limited, provided consulting services amounting to $5 thousand, recorded in general and administrative expenses (During the three and six months ended June 30, 2024, Robertsbridge Consultants Limited provided consulting services amounting to $5 thousand and $36 thousand). As at June 30, 2025, the amount payable to Robertsbridge Consultants Limited was $nil

The 2025 Registered Direct Offering included $10 million from the participation of one of the Company’s Directors appointed in the Annual General Meeting held in second quarter of the year.

During the three and six months ended June 30, 2025, the Company entered into consulting agreements with two of its directors. The consideration for the consulting services provided by the directors will be in the form of RSUs and stock options subject to the approval of shareholders in the upcoming special meeting of shareholders scheduled on August 28, 2025.

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 6.