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Warrants | 6 Months Ended
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Jun. 30, 2025
Warrants |
Warrants | 12.Warrants Public Warrants As at June 30, 2025, 15,000,000 Public Warrants were outstanding (December 31, 2024 – 15,000,000). Public Warrants may only be exercised for a whole number of shares. The exercise price for the Public Warrants is $11.50 per common share. The Public Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. As at June 30, 2025, the value of outstanding Public Warrants of $19.5 million was recorded in additional paid in capital. Private Warrants As at June 30, 2025, 9,500,000 Private Warrants were outstanding (December 31, 2024 – 9,500,000). The exercise price for the Private Warrants is $11.50 per common share. The Private Warrants will expire on September 9, 2026 or earlier upon redemption or liquidation. The Private Warrants were valued using a Black-Scholes model, which resulted in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s common shares. The expected volatility was estimated using a binomial model that assigned equal weight to the implied volatility of the Company’s Public Warrants, adjusted for the call feature triggered at prices above $18.00 over 20 trading days within any 30-day period, and the historical volatility of the common share price. As at June 30, 2025, the fair value of outstanding Private Warrants of approximately $17.6 million is recorded as warrants liability. The following table presents the changes in the fair value of warrants liability: ​
​ | ​ | ​ | ​
​ |  | Private
​ | ​ | Warrants
Warrants liability as at December 31, 2024 | ​ | $ | 912
Increase in fair value of warrants liability | ​ |  | 16,670
Warrants liability as at June 30, 2025 | ​ | $ | 17,582
​ As at June 30, 2025, the fair value of the Private Warrants was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Exercise price | ​ | $ | 11.50 | ​ | $ | 11.50 | ​
Share price | ​ | $ | 6.60 | ​ | $ | 1.12 | ​
Volatility | ​ | ​ | 101.71 | % |  | 108.97 | %
Term | ​ | ​ | 1.19 | years |  | 1.69 | years
Risk-free rate | ​ | ​ | 3.84 | % |  | 4.14 | %
Dividend yield | ​ | ​ | 0.0 | % |  | 0.0 | %
​ Class A Warrants The exercise price for the Class A Warrants is $2 per common share. The Class A Warrants will expire on December 31, 2027 or earlier upon redemption or liquidation. A continuity schedule summarizing the movement in Class A Warrants is below: ​
​ | ​ | ​
​ |  | Number of Class A
​ | ​ | Warrants
Outstanding – December 31, 2023 |  | 3,980,770
Issued |  | 2,250,000
Outstanding – December 31, 2024 |  | 6,230,770
Exercised (1) |  | (250,000)
Outstanding – June 30, 2025 |  | 5,980,770
| (1) | Does not include 1,638,270 Class A Warrants which were in the process of being exercised for which the Company received the exercise amount of $3.6 million in the second quarter of 2025. The exercise was completed, and the shares were issued on July 7, 2025. As of June 30, 2025, the exercise amount received pending share issuance was recorded in additional paid in capital.
As at June 30, 2025, the value of outstanding of 5,980,770 Class A Warrants amounting to $5.1 million was recorded in additional paid in capital. Class B Warrants As a part of the 2024 Registered Direct Offering (Note 10), the Company issued 7,450,000 Class B Warrants in the last quarter of 2024, to purchase common shares at an exercise price of $ 2.00 per share. The Class B Warrants will expire 5 years from the issuance date or earlier upon redemption or liquidation. A continuity schedule summarizing the movement in Class B Warrants is below: ​
​ | ​ | ​
​ |  | Number of Class B
​ | ​ | Warrants
Outstanding – December 31, 2024 |  | 7,450,000
Issued |  | 2,500,000
Exercised (1) |  | (6,335,000)
Outstanding – June 30, 2025 |  | 3,615,000
| (1) | Of the total 6,335,000 Class B Warrants exercised in the second quarter of 2025, 5,035,000 Class B warrants were exercised through a cashless exercise against which 3,533,096 common shares were issued.
On June 17, 2025, the Company waived the limitation set forth in the Class B Warrants with respect to the cashless exercise thereof so that the holders of the Class B Warrants may now exercise the Class B Warrants through a cashless exercise, whether or not a registration statement registering the issuance of the common shares underlying the Class B Warrants under the Securities Act of 1933, as amended, is then effective or available. As a result of the waiver, each Class B Warrant may now be immediately exercised by way of a cashless exercise, meaning that the holder may elect to not pay a cash purchase price upon exercise and instead receive upon such exercise the net number of common shares determined according to the formula set forth in the Class B Warrants, subject to the other terms and conditions of the Class B Warrants. As at June 30, 2025, the value of outstanding of 3,615,000 Class B Warrants amounting to $3.4 million was recorded in additional paid in capital. ​ Class C Warrants ​ In the second quarter of 2025, as a part of the 2025 Registered Direct Offering (Note 10), the Company issued 10,003,333 Class C Warrants to purchase common shares at an exercise price of $4.50 per share with an expiration date of May 12, 2028. The valuation of the Class C Warrants issued was determined using a Monte Carlo simulation. The Class C Warrants were valued as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | May 22, |  | June 10, |  | June 25, |
​ | ​ | 2025 | ​ | 2025 | ​ | 2025 |
Units Issued |  | ​ | 2,333,333 |  | 6,666,666 |  | 1,003,334 | ​
Fair value per warrant | ​ | $ | 2.18 |  | 2.15 |  | 3.88 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assumptions used: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercise price | ​ | $ | 4.50 |  | 4.50 |  | 4.50 | ​
Share price | ​ | $ | 4.30 |  | 4.24 |  | 7.49 | ​
Volatility | ​ |  | 118.49 | % | 118.49 | % | 101.14 | %
Term | ​ |  | 2.92 | years | 2.92 | years | 2.88 | years
Risk-free rate | ​ |  | 3.87 | % | 3.87 | % | 3.67 | %
Dividend yield | ​ |  | 0.0 | % | 0.0 | % | 0.0 | %
​ The Class C Warrants contain a call provision under which if the Volume Weighted Average Price “VWAP” for 20 consecutive trading days exceeds $7.00, and the warrant holder does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $0.0001 per Warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received. ​ Similar to Class A Warrants and Class B Warrants, the Company classified the Class C Warrants as equity (per ASC 815) and recorded the value of the Class C Warrants issued during the second quarter of 2025 amounting to $10.2 million as additional paid in capital. On July 1, 2025, the Company received the final balance of committed funding of approximately $7 million from the 2025 Registered Direct Offering and issued the remaining 2,330,000 Class C Warrants. There were no exercises or redemptions of the Class C Warrants during the three months ended June 30, 2025, and all 10,003,333 Class C Warrants issued during the second quarter of 2025 were outstanding. Warrants issued to Korea Zinc As part of the Korea Zinc Agreement (Note 10), the Company on June 25, 2025 issued 6,868,181 warrants to Korea Zinc to purchase the common shares of the Company at an exercise price of $7.00 per share with an expiration date of June 25, 2028. The fair value of the warrants issued to Korea Zinc was determined using a Monte Carlo simulation on June 25, 2025, resulting with a fair value of $3.35 per warrant. The fair value of the warrants issued to Korea Zinc was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​
​ |  | June 25, | ​
​ | ​ | 2025 | ​
Exercise price | ​ | $ | 7.00 | ​
Share price | ​ | $ | 7.49 | ​
Volatility | ​ |  | 100.55 | %
Term | ​ |  | 3 | years
Risk-free rate | ​ |  | 3.67 | %
Dividend yield | ​ |  | 0.0 | %
​ The warrants issued to Korea Zinc contain a call provision under which if the VWAP for 20 consecutive trading days exceeds $10, and Korea Zinc does not possess material non-public information provided by the Company, the Company may call for cancellation the unexercised warrants, offering $0.0001 per warrant Share. If conditions for the call are met, the unexercised portion of these warrants will be cancelled ten trading days after the call notice is received. Similar to the Class A, Class B and Class C Warrants, the Company classified the warrants issued to Korea Zinc as equity (per ASC 815) and, recorded the value of the warrants issued during the second quarter of 2025 amounting to $11.5 million as additional paid in capital. There were no exercises or redemptions of the warrants during the three months ended June 30, 2025, and all 6,868,181 warrants issued to Korea Zinc during the second quarter of 2025 were outstanding. Warrants issued to Republic of Nauru In accordance with the revised sponsorship agreement dated May 29, 2025, between the Nauru Seabed Minerals Authority and the Republic of Nauru (the “Republic”), the Company on May 30, 2025 issued 9,146,268 warrants (“Nauru Warrants”) to the Republic to purchase the common shares of the Company at an exercise price of $4.72 per share with an expiration date of May 30, 2030. The Nauru Warrants cannot be exercised through a cashless or net exercise. The fair value of the Nauru Warrants was calculated using a Black-Scholes valuation on May 30, 2025, resulting with a fair value of $3.6 per warrant. The fair value of the Nauru Warrants was estimated using the following assumptions: ​
​ | ​ | ​ | ​ | ​
​ |  | May 30, | ​
​ | ​ | 2025 | ​
Exercise price | ​ | $ | 4.72 | ​
Share price | ​ | $ | 4.47 | ​
Volatility | ​ |  | 114.71 | %
Term | ​ |  | 5 | years
Risk-free rate | ​ |  | 3.89 | %
Dividend yield | ​ |  | 0.0 | %
​ The Nauru Warrants cannot be exercised until the following conditions have been met:
| ● | A subsidiary of the Company other than NORI obtains a permit, license or other authorization from the US for the conduct of deep seabed mineral activities; and
| ● | The subsidiary other than NORI commences commercial recovery activities of deep seabed minerals pursuant to that permit, license or other authorization.
The Nauru Warrants were not determined to be liabilities under ASC 480 as they were not mandatorily redeemable. The Company classified the Nauru Warrants as equity (per ASC 815), as the warrants require physical settlement and were also considered to be indexed to the Company’s share, wherein, upon exercise, a fixed number of common shares would be issued on payment of a fixed exercise price. As at June 30, 2025, the Company recorded the fair value of the Nauru Warrants amounting to $33.1 million as additional paid in capital. Since the Company receives no form of consideration from the Republic in return for issuing the Nauru Warrants, the entire fair value of the Nauru warrants amounting to $33.1 million is recorded as an expense under Nauru Warrant Cost in the Condensed Consolidated Statements of Loss and Comprehensive Loss.

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