EX-10.44 4 tmc-20241231xex10d44.htm EX-10.44

E xhibit 10.44

SECOND Amendment to the UNSECURED credit facility

THIS SECOND AMENDMENT is dated November 14, 2024 between:

TMC THE METALS COMPANY INC., a company organized under the laws of British Columbia, Canada (“TMC”)

and

ERAS CAPITAL LLC, a Delaware limited liability company, and GERARD BARRON, an individual.

RECITALS

WHEREAS TMC, ERAS and Barron entered into an Unsecured Credit Facility Agreement on March 22, 2024, as amended by the First Amendment to the Unsecured Credit Facility dated August 13, 2024 (the “UCF”).

AND WHERAS the parties wish to amend the UCF as set forth below.

NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations and warranties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties to this Agreement covenant and agree as follows:

1. | Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the UCF.

2. | Amendments. The UCF is hereby amended as follows:

| 2.1. | Section 1.1.12 shall be replaced in its entirety with the following:

“Section 1.1.12 “Maturity Date” means December 31, 2025.”

| 2.2. | Section 1.1.17 shall be replaced in its entirety with the following:

“Section 1.1.17 “Principal Amount” means the principal amount advanced and outstanding under this Agreement from time to time, being up to a maximum of USD $19,000,000 with respect to ERAS and USD $19,000,000 with respect to Barron, and which may be reduced by any Prepayment Amount in accordance with Section 2.7;”

| 2.3. | Section 1.1.18 shall be replaced in its entirety with the following:

“Underutilization Fee” means a fee equal to 6.5% per annum of any amount of the then current maximum Principal Amount, being USD $19,000.000 with respect to ERAS and

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USD $19,000,000 with respect to Barron, less any drawn amounts under the facility, respectively. For the avoidance of doubt, this amendment to the Underutilization Fee applies retroactively to the date of the original Agreement, March 22, 2024.”

2.4.Section 2.7 shall be replaced in its entirety with the following:

“The Borrower shall pay to the Lenders their respective Underutilization Fee quarterly if all or any amount of the aggregate maximum amount of the Principal Amount has not been previously drawn pursuant to this Agreement, respectively. The Borrower will pay the Underutilization Fee in cash or shares, at the Borrower’s election. The Underutilization Fee shall be fully payable in the event the Borrower gives notice of termination of this Agreement in accordance with Section 2.9. For greater certainty, the calculation of the Underutilization Fee payable upon termination shall apply up to and including the Maturity Date.

2.5The first paragraph of Section 2.9 shall be replaced in its entirety with the following:

“This Agreement shall terminate automatically without any action by Borrower or the Lenders at such time Borrower or any of its subsidiaries raises at least USD $50,000,000 in the aggregate (i) through the issuance of any debt or equity securities of Borrower or any of its subsidiaries, including an increase in borrowing capacity on existing facilities or (ii) in prepayments under an off-take agreement or similar commercial agreement.

3. | Entire Agreement. This Amendment shall be read together with the UCF, as a single agreement, and together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Amendment. This Amendment may be executed in multiple originals, each of which shall be considered an original for all purposes and, collectively, shall be considered to constitute this Amendment. Signatures transmitted by facsimile or in a Portable Document Format (pdf) may be considered an original for all purposes, including, without limitation, the execution of this Amendment and enforcement of this Amendment. This Amendment shall prevail in case of any conflict with the UCF.

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IN WITNESS WHEREOF the parties have executed this Amendment this 14th day of November 2024.

​ | TMC THE METALS COMPANY INC.
​ | ​
​ | ​
​ | By: | /s/ Craig Shesky
​ | ​ | Name: Craig Shesky
​ | ​ | Title: Chief Financial Officer

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​ | ERAS CAPITAL LLC
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​ | By: | /s/ Andrei Karkar
​ | ​ | Name: Andrei Karkar
​ | ​ | Title: Chief Executive Officer
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​ | ​ | ​
​ | By: | /s/ Gerard Barron
​ | ​ | Name: Gerard Barron

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