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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Share-Based Compensation |
Share-Based Compensation | 13.Share-Based Compensation The Company’s 2021 Incentive Equity Plan (the “Incentive Plan”) provides that the aggregate number of common shares reserved for future issuance under the Incentive Plan. As at June 30, 2025, there were a total of 70,262,856 common shares reserved for issuance under the Incentive Plan. This amount does not include 40,000,000 common shares added to the plan by the Company’s board of directors for which the Company is seeking shareholder approval at a special meeting of the Company’s shareholders to be held on August 28, 2025. Without this increase, as of June 30, 2025, 263,526 common shares remained available for future issuance under the Incentive Plan as of June 30, 2025. A total of 2,243,853 of the common shares reserved for issuance under the Incentive Plan shall only be available for awards made to non-employee directors of the Company. On the first day of each fiscal year from 2022 to 2031, the number of common shares that may be issued pursuant to the Incentive Plan is automatically increased by an amount equal to the lesser of 4% of the number of outstanding common shares or an amount determined by the board of directors. Share-based awards consisting of Restricted Share Units (“RSU”) and options under the Short-Term Incentives Plan (“STIP”) and Long-Term Incentives Plan (“LTIP”) have been issued under the 2021 Incentive Equity Plan. Prior to the 2021 Incentive Plan, the Company had granted share-based awards under the 2018 Stock Option Plan (“2018 Plan”). Stock options A continuity schedule summarizing the movements in the Company’s stock options under the various plans is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Number of |  | Number of |  | Number of
​ | ​ | Short-Term | ​ | Long-term | ​ | Options
​ | ​ | Options | ​ | Options |  | Outstanding
​ | ​ | Outstanding | ​ | Outstanding |  | under
​ | ​ | under 2018 Plan |  | under 2018 Plan |  | Incentive Plan
Outstanding – December 31, 2023 |  | 15,074,240 |  | 9,783,922 | ​ | —
Granted | ​ | — | ​ | — | ​ | 3,940,000
Expired |  | (57,893) |  | (139,048) | ​ | —
Exercised |  | (715,772) |  | — | ​ | —
Outstanding – December 31, 2024 |  | 14,300,575 |  | 9,644,874 | ​ | 3,940,000
Granted | ​ | — | ​ | — | ​ | 1,250,000
Exercised |  | (712,124) |  | — | ​ | —
Forfeited |  | — |  | — | ​ | (500,000)
Outstanding – June 30, 2025 |  | 13,588,451 |  | 9,644,874 | ​ | 4,690,000
​ During the three and six months ended June 30, 2025, the Company recognized $0.7 million and $1.1 million, respectively of share-based compensation expense for stock options. During the three and six months ended June 30, 2025, share-based compensation expense related to exploration and evaluation activities amounted to $0.2 million (three and six months ended June 30, 2024- $nil). The amount of the share-based compensation expense recognized related to general and administration matters for the three and six months ended June 30, 2025 was $0.5 million and $0.9 million, respectively (three and six months ended June 30, 2024 - $0.4 million). The Company has not granted any options under the 2018 Plan since September 9, 2021 (date of the Business Combination) and has fully recognized the fair value of the options issued under the 2018 Plan in the prior periods. Restricted Share Units (“RSU”) The Company may, from time to time, grant RSUs to directors, officers, employees, and consultants of the Company and its subsidiaries under the Plan. On each vesting date, RSU holders are issued common shares equivalent to the number of RSUs held provided the holder is providing service to the Company on such vesting date. A continuity schedule summarizing the RSU activity is as follows: ​
​ | ​ | ​
​ |  | Number of RSUs
​ | ​ | Outstanding
Outstanding – December 31, 2023 |  | 12,484,880
Granted |  | 33,079,041
Forfeited |  | (516,685)
Exercised |  | (10,734,581)
Outstanding - December 31, 2024 | ​ | 34,312,655
Granted | ​ | 13,026,567
Forfeited | ​ | (794,047)
Exercised | ​ | (9,472,733)
Outstanding - June 30, 2025 |  | 37,072,442
​ The details of RSUs granted by the Company during the period are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three months | ​ | Three months |  | Six months | ​ | Six months
​ | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30, | ​ | ended June 30,
Vesting Period |  | 2025 |  | 2024 |  | 2025 |  | 2024
Vesting Immediately (1) | ​ | 462,042 | ​ | 206,260 | ​ | 3,081,627 | ​ | 4,006,695
Vesting fully within and on first anniversary of the grant date (2) |  | 134,226 |  | 476,189 |  | 194,226 |  | 493,430
Vesting in thirds on each anniversary of the grant date |  | — |  | 68,027 |  | 8,818,935 |  | 7,212,375
Vesting in fourths on each anniversary of the grant date |  | — |  | 701,880 |  | 176,302 |  | 701,880
Vesting three years from grant date (3) | ​ | 66,508 | ​ | — | ​ | 66,508 | ​ | —
Vesting based on performance conditions (4) | ​ | 364,785 | ​ | — | ​ | 688,969 | ​ | —
Vesting based on market conditions | ​ | — | ​ | 20,000,000 | ​ | — | ​ | 20,000,000
Total Units Granted | ​ | 1,027,561 | ​ | 21,452,356 | ​ | 13,026,567 | ​ | 32,414,380
| (1) | Of the 462,042 RSUs granted during the three months ended June 30, 2025, 310,530 RSUs were granted to consultants with an aggregate fair value of $0.8 million recorded in general and administrative expenses. The 462,042 RSUs granted during the three months ended June 30, 2025, also consist of 91,512 RSUs with an aggregate fair value of $398,075 issued to the non-employee directors in lieu of the cash portion of their director fees which commenced from the second quarter of 2024 until the end of March 2025. The remaining 60,000 grants were issued to employees.
| (2) | During the three months ended June 30, 2025, an aggregate of 134,226 RSUs were granted to the Company’s non-employee directors under the Company’s Non-employee Director Compensation Policy, which will vest at the Company’s 2026 annual shareholders meeting. The total fair value of units granted as annual grants to non-employee directors amounted to $0.6 million. In the first quarter of 2025, 60,000 RSUs vesting on July 1, 2025, were issued to a consultant, resulting in $0.1 million charged as general and administrative expenses.
| (3) | During three and six months ended June 30, 2025, the Company issued a special retention grant to one of the non-employee directors vesting three years from the grant date. The fair value of the grant amounted to $0.3 million.
| (4) | During three and six months ended June 30, 2025, the Company issued 338,653 RSUs with an aggregate fair value of $1.9 million to consultants as fees for securing the agreement with Korea Zinc (Note 10). The remaining 26,132 RSUs with an aggregate fair value of $0.1 million issued to consultants during the second quarter of 2025 were recorded as general and administrative expenses.
The grant date fair value of all RSUs granted during the three and six months ended June 30, 2025, is equivalent to the closing share price of the Company’s common shares on the date of grant. During the three and six months ended June 30, 2025, a total of $6.2 million and $11.6 million, respectively was charged to the statement of loss and comprehensive loss as share-based compensation expense for RSUs (three and six months ended June 30, 2024: $5.3 million and $8.5 million respectively). For the three and six months ended June 30, 2025, a total of $3.2 million and $5.1 million, respectively, was recognized as share-based compensation expense related to exploration and evaluation activities (three and six months ended June 30, 2024 - $3.1 million and $4.4 million, respectively). The amount of share-based compensation expense related to general and administration matters for three and six months ended June 30, 2025 was $3 million and $6.5 million, respectively (three and six months ended June 30, 2024 - $2.2 million and $4.1 million, respectively). As at June 30, 2025, the total unrecognized share-based compensation expense for RSUs was $16.2 million (December 31, 2024 - $20.5 million). As at June 30, 2025, an aggregate of 416,446 vested RSUs were being processed and due to be converted into common shares. Employee Stock Purchase Plan On May 31, 2022, TMC’s 2021 Employee Stock Purchase Plan (“ESPP”) was approved at the Company’s 2022 annual shareholders meeting. As at June 30, 2025, there were 14,395,117 total common shares reserved for issuance under the ESPP, of which 14,043,174 remain available for future issuance. This included 3,407,085 shares added to the ESPP in January 2025 pursuant to the ESPP’s automatic annual increase provision. Under the ESPP, the number of shares reserved for issuance is subject to an annual increase provision which provides that on the first day of each of the Company’s fiscal years starting in 2022, common shares equal to the lesser of (i) 1% percent of the common shares outstanding on the last day of the immediately preceding fiscal year, or (ii) such lesser number of shares as is determined by the board of directors will be added to the ESPP. During the three and six months ended June 30, 2025, a total of $4 thousand, (three and six months ended June 30, 2024: $7 thousand and $15 thousand respectively) was recorded as exploration and evaluation expenses in the statement of loss and comprehensive loss as share-based compensation expense, representing the share price purchase discount offered by the Company.

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