TMC 2026 年第 2 季法說會：NOAA 許可證延遲，1.43 億美元流動資金

重點提要

• The Metals Company (TMC) 公布 2026 年第二季淨虧損為 6,010 萬美元（或每股虧損 0.14 美元），相較之下，2025 年第二季淨虧損為 7,430 萬美元（或每股虧損 0.20 美元）。
• 探勘與評估費用從 1,050 萬美元增加至 5,610 萬美元，主要反映了與 Allseas 於 5 月簽署的開發與營運協議相關之 3,720 萬美元費用。
• 截至 2026 年 6 月 30 日，流動資金總額為 1.43 億美元，其中包括 4,400 萬美元的可用借貸額度。管理層表示，現有現金應至少能滿足未來 12 個月的營運資金與資本支出承諾。
• 由於行政延誤，美國國家海洋暨大氣總署 (NOAA) 目前預計將延至 2026 年 10 月對 USA-A 申請進行認證。管理層不再認為可以在 2027 年第一季獲發許可證，但仍預計會在 2027 年第四季目標船隻試運轉之前取得。
• Allseas 正將首套商業採集系統推進至採購與分包階段。初期配置的目標年產能為 300 萬濕噸，製造計畫預計自 2026 年第四季進行至 2027 年第三季。
• TMC 正推進在德州布朗斯維爾 (Brownsville) 擬建加工樞紐的可行性研究工作。目前尚未做出投資決定，未來任何資本承諾仍取決於美國政府的支持。

關鍵財務數據

管理層表示，若扣除 900 萬美元的預扣稅款支付，營運現金流出將略高於 1,100 萬美元，與 2025 年第二季大致相當。

在簽署 Allseas 協議後確認的 3,720 萬美元費用中，有 3,480 萬美元屬於遞延成本，將於投產後按噸數支付。其餘的 240 萬美元已於 2026 年 7 月 2 日以股票結算。

業務與營運表現

美國許可進程有所推進，但時間表出現調整

TMC USA 的 USA-A 綜合申請涵蓋約 65,000 平方公里，包含探勘執照與商業採集許可證。NOAA 已完成實質合規性與完全合規性判定，預計即將在《聯邦公報》(Federal Register) 上發布。

NOAA 目前預計於 2026 年 10 月完成認證。管理層將此延誤歸因於行政程序問題，而非申請文件存在瑕疵。剩餘流程包括跨部會審查、依據《國家環境政策法》(NEPA) 進行的環境審查、發布環境影響評估說明書草案，以及公眾意見徵詢期。

USA-B 涵蓋約 122,000 平方公里。在 5 月獲得認證後，預計 NOAA 將發布擬編製環境影響評估說明書的意向通知，正式啟動環境審查與範疇界定公眾程序。

另外，國際海底管理局 (ISA) 理事會批准將 NORI 的探勘合約延長五年。管理層亦表示，國際海洋法法庭 (ITLOS) 制定了臨時處分措施，保障 NORI 與 TOML 在與 ISA 的爭端中享有正當法律程序與公平對待的權利。

Allseas 系統進入採購階段

初期商業生產系統的設計年產能為 300 萬濕噸結核礦石。該系統將包括兩輛採集車、投放與回收系統、立管系統、Hidden Gem 生產船及一艘轉運船。

關鍵長交期系統的基礎工程設計已經完成，包括立管、採集車投放與回收系統以及採集車臍帶纜。即將進行的採購套件包括壓縮機、導航設備、立管處理設備、井架升級，以及儲存與卸載系統。

預計 Allseas 將資助大部分投產前開發成本，並可透過未來的生產收入進行回收。管理層表示，TMC 尚未估列投產前預計支付給 Allseas 的全部金額。

布朗斯維爾加工計畫取得進展

TMC USA 擁有在布朗斯維爾港 (Port of Brownsville) 就擬建「Nodule City」選址談判租賃選擇權的獨家權利。考慮中的區域涵蓋兩個地塊，總面積為 1,466 英畝。

針對年產能可能達 1,200 萬噸的工業園區預可行性工程研究已接近完成。在 Mariana Minerals 領導下，第一階段冶煉的可行性研究工程正在進行中。

擬建場址將整合卸載、輸送帶、堆場、加工設施及配套公用事業。TMC 透過與日本 PAMCO 的合作夥伴關係，持續保有加工方式的選擇彈性。

資源經濟效益

管理層重申先前公布的專案研究結果，顯示預可行性研究區域的淨現值 (NPV) 為 55 億美元，初步評估區域的 NPV 為 181 億美元。這兩項研究合計隱含的資源估計 NPV 達 236 億美元。

在未折現的基礎上，兩項專案研究顯示全生命週期收入約為 3,690 億美元，EBITDA（稅前息折舊攤銷前獲利）超過 2,000 億美元。

管理層展望

• NOAA 預計將於 2026 年 10 月完成 USA-A 認證。
• 管理層不再預期於 2027 年第一季取得商業採集許可證，但仍預期可在 2027 年第四季預定的船隻試運轉之前取得。
• 商業採集系統的製造預計於 2026 年第四季進行至 2027 年第三季，隨後目標於 2027 年第四季進行安裝與試運轉。
• 管理層表示，自財報電話會議之日起，手頭現金應能滿足至少 12 個月的營運資金與資本支出承諾。
• 該公司正與多個美國政府機構進行保密的融資程序。在這些程序的進一步更新公開發布之前，目前不打算尋求其他資本市場交易。
• TMC 將不會尋求延長原定於 2026 年 9 月到期的 SPAC 相關認股權證期限。

風險與關注焦點

• 由於 NOAA 的行政延誤，USA-A 許可時程已推遲，且最終許可仍需視環境審查、跨部會審查與公眾諮詢結果而定。
• 目前尚未對 Nodule City 做出投資決定。未來任何資本承諾均以獲得美國政府支持為前提條件。
• 巴拿馬運河的水位狀況、船隻流量與吃水限制可能會影響從克拉里揚-克利珀頓區 (Clarion-Clipperton Zone) 到布朗斯維爾的擬定航線。TMC 也在評估繞行合恩角的航線。
• ISA 在 7 月對其採礦法規僅取得微幅進展，且未設定完成的目標日期。
• 預計與 Allseas 還會有額外的投產前支出。截至 6 月 30 日已應計的金額並不代表預期的完整開發成本。
• 在季度末欠 Allseas 的 4,050 萬美元中，有 3,610 萬美元定於開始生產後進行結算。

分析師問答焦點

• Mariana Minerals：管理層將 Mariana 描述為 TMC 布朗斯維爾專案業主團隊的一部分，協助許可申請、施工規劃、自動化與試驗測試。TMC 預期在未來幾個季度內，初始支出相對溫和，約在數百萬美元的中個位數區間。
• Eco Minerals：潛在的聯合離岸勘探行動將涵蓋 TMC 與 Eco Minerals 的區域。TMC 打算收集額外的調查數據，以提高資源確定性並支持儲量顯著擴增。
• 政府支持：管理層表示，正繼續與數個美國機構就本土結核礦石加工能力進行討論。目前尚未宣布具體的資金承諾。
• Nodule City 規模：管理層表示，在本土加工 Hidden Gem 目標的每年 300 萬噸產量，根據所使用的模型，約可佔目前美國鎳與鈷需求的四分之一至三分之一。
• Allseas 獨家合作：除非 Allseas 提出另一套系統而 TMC 予以拒絕，否則此安排具有獨家性質。管理層表示出現該狀況的可能性極低。
• Metals Royalty Company：TMC 預期，隨著權利金支付逐漸抵充庫藏回購價格，獲准的權利金回購將逐步進行。TMC 仍是該權利金公司的重要股東。

完整財報電話會議逐字稿

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完整財報電話會議逐字稿

管理層陳述

Operator

Good afternoon, everyone, and thank you for participating in the Metals Company Second Quarter 2026 Corporate Update Conference Call. Joining us today are the Metals Company's Chairman and Chief Executive Officer, Gerard Barron; and Chief Financial Officer, Craig Shesky. Following their remarks, we will open the call for your questions.

Before we go further, I would like to turn the call over to the CFO, Craig Shesky, as he reads the company's safe harbor statement within the meaning of the Private Securities Litigation Reform Act of 1995, which provides important cautions regarding forward-looking statements and information about the use of non-GAAP measures. Craig, please go ahead.

Craig Shesky

Thanks, Olivia. Today, we are going to be going through a call where certain statements may be made by the company using forward-looking assumptions and based on management's beliefs and assumptions using information available at this time. These statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. The company's actual results may differ materially from those anticipated. And except as required by law, we undertake no obligation to update any forward-looking statement.

Our remarks today may also include non-GAAP financial measures. Additional details regarding these measures, including reconciliations to the most comparably -- comparable GAAP measures can be found in the slide deck being used with this call. And you're welcome to follow along with the slide deck posted on our website at investors.metals.co.

I will now turn the call over to our Chairman and CEO, Gerard Barron.

Gerard Barron

Thank you, Craig, and thanks to all of you for joining us today. Today, we'll provide an update on TMC USA's applications and the progress both projects are making under the U.S. regulatory regime. We'll also discuss how Allseas is advancing the first commercial collection system from engineering into procurement, a significant step forward, translating years of development and successful offshore testing into a commercial-scale operation.

We'll talk about the American deep seabed critical mineral supply chain from offshore nodule collection and transportation to processing and refining. And we'll provide some detail on some exciting new partnerships that have recently been announced and the potential for additional partnerships in the coming quarters. We will discuss recent developments at the ISA and ITLOS, revisit the economics of our resource and close with our liquidity and second quarter financial results.

I'll also spend some time on the progress being made in D.C. to support this industry. And as noted in our corporate update press release, the company is actively engaged in funding processes with multiple U.S. agencies named in President Trump's executive order regarding plans to build nodule processing and refining in the United States. And while these processes continue confidentially, the company does not currently intend to pursue other capital market transactions until such time as further updates are publicly released. And the company will provide more substantive detail at the appropriate time.

So let's begin with permitting, where NOAA is now advancing both TMC USA applications through important milestones. For USA-A, our consolidated application covers approximately 65,000 square kilometers and includes both an exploration license and a commercial recovery permit. NOAA's publication of that application in the Federal Register will bring the application into public view and begins the formal public comment process.

For USA-B, which covers approximately 122,000 square kilometers, NOAA is expected to soon publish its notice of intent to prepare an environmental impact statement, and this follows NOAA's certification of the application in May and will move USA-B into formal environmental review and public scoping. Together, these milestones, expected imminently, demonstrate the steady and transparent progress of 2 separate applications under established U.S. law.

This slide shows the remaining path to USA-A consolidated application. Such, since submission in January, NOAA has completed its substantial compliance and full compliance determinations and the application is expected to imminently be posted in the Federal Register. NOAA has advised that certification is now expected in October 2026, citing a delay caused due to administrative issues rather than any issue with our application.

So given that timing, we no longer believe a permit grant in the first quarter of 2027 is likely. But the bottom line is that even though NOAA is not moving as fast as we would like, we still do expect the permit well in advance of targeted vessel commissioning in the fourth quarter of 2027. Whether the permit arrives a few months before or a couple of quarters before should not affect our plans. The next steps include inter-agency review and certification, a notice of intent for the NEPA process, publication of a draft environmental impact statement and draft terms, conditions and restrictions and the required public comment periods before NOAA makes its final determination.

The rigor of this review is ultimately helpful to the permit's legal defensibility in the coming decades. It also helps ensure that there are no rubber stamps available for new applicants that have not completed anywhere near the same level of work as TMC, its subsidiaries and our world-class partners.

We are increasingly bringing together the capabilities required to move from resource development towards commercial production offshore, and that means combining TMC USA's resource, environmental and permitting work with proven collection technology, marine operations, vessels and specialized survey capabilities. Onshore, it means integrating process engineering, project development, smelting and refining expertise, product qualification and established commercial relationships across the metals value chain. And the objective is simply -- is not simply to develop one offshore system or one plant, it's to connect the pieces of an American deep seabed critical mineral supply chain from collection and transportation through processing, refining and delivery of metal products to customers.

But this opportunity extends well beyond a single offshore system or processing plant. We are working with both innovative American start-ups such as Mariana Minerals and established industry participants across shipbuilding, marine logistics, security, environmental monitoring, equipment, software-first plant execution, processing, refining and rare earth development. Over time, this will build a more integrated American supply chain, including U.S.-built autonomous vessels and specialized equipment, U.S. flagging and re-domiciling, nodule offtakes and domestic processing of both base metals and rare earth-bearing streams.

Our first-mover position gives us the ability to help shape that ecosystem and potentially serve other American operators as the nodule industry develops. One example is our new agreement with Eco Minerals, a U.S. exploration company advancing its own NOAA application. Under the mutual Master Services Agreement, Eco Minerals is expected to provide vessel charter, autonomous underwater vehicle equipment, marine survey and related offshore services to TMC, subject to availability.

The MMSA also contemplates attractive preferential pricing on vessel and AUV rates. In return, TMC will make available resource definition, environmental impact assessment and permitting services based on our roughly 15 years of work in the CCZ. The framework also supports potential joint third-party work and a campaign later this year, which we believe will increase resource certainty on those areas covered within our consolidated application.

Turning back to the offshore system. Our May agreement with Allseas establishes the framework to complete development, commissioning and operation of the first commercial nodule production system. The initial operating configuration is designed for a production capacity of 3 million wet tonnes of nodules per year and will include 2 collector vehicles and their launch and recovery systems, the riser system, the Hidden Gem production vessel and a transfer vessel. Allseas is expected to fund a significant portion of the preproduction development cost recoverable through production revenues, closely aligning both organizations around successful delivery and operation of the system.

And with the development and operating framework in place, the program is moving into procurement and subcontracting phase. Basic engineering is complete for the critical long-lead systems, including the riser, launch and recovery systems and the collector umbilical. The next packages cover the compressor spread, navigation equipment, riser handling equipment, the Derrick upgrade, storage and offloading systems.

Fabrication is expected to run from the fourth quarter of this year through to the third quarter of 2027, alongside preparations for installation. And during that period, the major components will be assembled, interfaces managed and tested and the integrated system prepared for offshore operations. So that work leads into installation and commissioning targeted for the fourth quarter of 2027, preparing the vessel and subsea production system for offshore operations.

And even before beginning production, our team and our partners are actively exploring ways to reduce operating costs offshore. In parallel, TMC is accelerating the integration of autonomous offshore logistics, an exploration framework, leveraging rapidly emerging USV and AUV technologies to enhance supply efficiency, expand situational awareness, enable continuous low-impact monitoring across the production areas and support ongoing resource definition.

Once the bulk carrier is fully loaded in the Clarion-Clipperton Zone and assuming we proceed with our domestic onshore plans, it would begin a roughly 3,800 nautical mile voyage to Brownsville, Texas. A typical shipment would carry approximately 60,000 tonnes of polymetallic nodules recovered from the sea floor. And after about 2,200 nautical miles at sea, the vessel reaches the Panama Canal, where it transits from the Pacific towards the Caribbean and the Gulf of Mexico. The Panama Canal is our base case, but water availability, vessel traffic and draft restrictions are all part of voyage planning. So we are also analyzing an alternative route around Cape Horn, which may be particularly attractive as the availability of autonomous vessels increases in the years ahead.

The final destination for the bulk carrier would be the Port of Brownsville, where we refer to the proposed site as Nodule City. TMC USA holds an exclusive right of negotiation over a lease option for land at the port. The location provides direct access to the Brownsville shipping channel and sufficient land to evaluate an integrated processing and refining ecosystem serving TMC USA and potentially other American operators. No investment decision has been made and any future capital commitment would remain contingent on U.S. government support. Meanwhile, in Japan, we continue to maintain our partnership with PAMCO to ensure that we retain optionality for our processing plants.

Site-specific feasibility work is a prerequisite for any potential U.S. government support, and that work is now well advanced. The Brownsville area under consideration covers 1,466 acres across 2 parcels, 735 acres on the shipping channel and an adjacent 731 acres. Pre-feasibility level engineering for potential 12 million tonne per annum industry park is nearing completion, and feasibility-level engineering for the first smelting stage is underway with Mariana Minerals' leadership. The engineering team is also testing the interfaces among the berth, ship uploaders, conveyors, stockpiles, processing facilities, utilities and supporting infrastructure, along with the material flows, constructability and opportunities to phase further development.

This rendering provides a closer look at how Nodule City site could bring together the individual elements of the onshore system together. A dedicated berth and ship unloading system would receive nodules from the bulk carriers and transfer them by conveyor to managed stockpiles. And from there, an integrated material handling network would provide a steady feed to the processing facilities.

The layout also illustrates the supporting infrastructure required around the core process, power, water utility, storage, internal roads and sufficient space to sequence construction and expand in phases over time. This remains a conceptual configuration that will continue to evolve through the feasibility process, but it demonstrates the scale and integration required to establish a commercial nodule processing and refining hub in the United States.

The equipment required for Nodule City is industrial in scale. The ship unloaders shown here would stand approximately 84 meters high, taller than a SpaceX Falcon 9, while the electric arc furnace building would be approximately 54 meters high. So these comparisons help illustrate why site selection, berth access, heavy transport, power, utilities and construction sequencing all need to be addressed early in the feasibility process.

Now shifting to the government front. It is crystal clear that this administration is 100% committed to reshoring critical mineral supply chains. The breadth of this support was on display again last week. On August 7, President Trump convened more than 200 executives, educators, investors at the State Department alongside Secretaries Rubio, Burgum and Lutnick. The roundtable included approximately $3 billion of new critical minerals and battery investment, expressly including recovery of polymetallic nodules from the deep seabed as well as more than $180 million for the U.S. mining workforce.

I was pleased to attend on behalf of TMC and President Trump again reiterated his administration's support for deep seabed mining. That whole-of-government participation reinforces the strategic importance of the industry we are building alongside our partners like Turner Caldwell of Mariana pictured here with me.

I'd now like to turn the call over to Craig to take you through the regulatory update, project economics and the financials.

Craig Shesky

Thank you, Gerard. And just to clarify one thing, too. Obviously, during that roundtable, there was no expressed investment for nodule collection. But as Gerard noted at the top of the call, multiple discussions are ongoing with multiple agencies named in the executive order. I just wanted to make that clarification.

Now turning to the U.S. front. Regarding its right to regulate seafloor mining in international waters, the United States recently reiterated the position it's held consistently for more than 4 decades. Because the United States is not a party to the Law of the Sea Convention, it does not consider itself bound by the convention's seabed mining rules administered through the International Seabed Authority. At both the UN and the ISA, U.S. representatives place responsible seabed mineral development as an economic and national security priority. And that clarity matters. It reinforces the legal and policy foundation for the pathway that TMC USA is pursuing under DSHMRA.

By contrast, the ISA again made only incremental progress on its mining code during its July session with no target date for completion. The council agreed to develop a road map toward another road map for adoption, an outcome that captures the institutional delay that the would-be regulator has faced. In fact, Nauru's Vice President, Lionel Aingimea, in Kingston, warns that a process can outlast its own purpose, drawing comparison to the endless litigation in Charles Dickens' Bleak House. But nevertheless, we continue to engage constructively with the ISA and to protect our rights as we advance all practical pathways available to us.

Now during the ISA's July session, China, Russia and Greenpeace supported an effort to seek an ITLOS advisory opinion targeting deep-sea mining outside the UNCLOS and ISA framework. The proposal was accompanied by calls for coordinated measures affecting companies, financiers, insurers and ports participating in the U.S. pathway. And that effort failed and also drew significant pushback from member states across Europe, Asia and the Pacific. They challenged it rightly as premature and politically driven, warning that it could isolate the United States while further distracting the ISA from its core responsibility, which is the completion of a mining code.

Now last month, the Seabed Disputes Chamber of ITLOS unanimously prescribed provisional measures, protecting NORI and TOML's rights to due process and fair treatment in their proceedings with the ISA. The chamber found a real and imminent risk of irreparable prejudice to those rights and required the ISA to act in accordance with the applicable legal framework, provide the information needed for a meaningful response and refrain from aggravating the disputes.

In the days that followed, the ISA Council approved a 5-year extension of NORI's exploration contract by consensus, and is by far the largest contributor to deep sea science in the Clarion-Clipperton Zone. NORI's record speaks for itself with 22 offshore research campaigns, 959 research days at sea, more than a petabyte of data and 41 peer-reviewed papers as reflected in this deck.

Now last August, just a quick reminder, we announced 2 major technical studies, PFS and an initial assessment. The PFS focused on our first production area and established the world's first reserves for a nodule project while also confirming the project's strong commercial case. The initial assessment extended across the other areas highlighted on the slide in royal blue.

Taken together, the $5.5 billion [ NPV ] from the PFS and the $18.1 billion NPV from the initial assessment imply a combined estimated resource NPV of $23.6 billion. Across the life of both projects on an undiscounted basis, the studies point to approximately $369 billion in revenue and more than $200 billion of EBITDA.

However, we must admit TMC stock has undoubtedly lagged this year. There are many reasons for this, but it's our responsibility as management to drive progress and reverse this dynamic. You can see on this slide, we believe one thing is very clear, our market cap is undervalued relative to the resource itself by any reasonable peer-based metric. So as we diligently move towards commercial recovery of this generational and transformational resource for the U.S., it is reasonable for us to expect that the equity markets should more appropriately value this company, and we're doing everything in our power to ensure that happens.

On to liquidity. Our liquidity, which is defined as cash plus borrowing capacity, stood at $143 million at June 30, 2026, including $44 million available from the Barron and ERAS undrawn credit facility.

Now a question that we've received from many investors, TMC did analyze the pending September 2026 expiration of the warrants from the initial 2020 go-public SPAC transaction, and our Board of Directors sought input from management, from our outside advisers and the views of many of our shareholders. And the conclusion was almost uniformly aligned to keep the expiration date for these warrants fixed for the terms of the original agreement, in part because any extension of the expiration date of the 15 million public warrants, which must be exercised in cash, would also require the extension of the 9.5 million private warrants, which may be cashless exercised and are unlikely to result in any incremental cash proceeds to the company while still diluting existing shareholders. And as a result, we're not going to pursue potential extension of these SPAC-related warrants.

On to the financials. In the second quarter of 2026, TMC reported a net loss of approximately $60.1 million or $0.14 per share compared to a net loss of $74.3 million or $0.20 per share for the same period in 2025. The net loss for the second quarter of 2026 include exploration and evaluation expenses of $56.1 million versus $10.5 million in Q2 2025, general and administrative expenses of $15.6 million versus $11.5 million in Q2 2025 and other items resulting in a gain of $11.6 million versus $52.3 million loss in Q2 2025.

Exploration and evaluation expenses increased by $45.6 million in the second quarter of 2026 compared to the same period in 2025, mainly due to $37.5 million (sic) [ $37.2 million ] of charges owed to Allseas recorded following the signing of a development and operating agreement in May. Of this amount, $34.8 million represents deferred costs that would only be payable upon a tonnage basis once production commences, while the remaining $2.4 million was settled in shares on July 2, 2026.

The remaining $8.4 million of the comparable quarter increase is due primarily to higher share-based compensation expenses and an increase in pre-feasibility study costs related to the expanded scope of the PFS refresh. This increase was partially offset by lower environmental costs as the scope of activities related to Campaign 8 was completed in the prior year.

G&A expenses in Q2 2026 were $15.6 million compared to $11.5 million in the comparative quarter due to an increase in share-based comp. Other nonoperating items that reduced the net loss in Q2 2026 included an $18.5 million gain resulting from shares issued by the Metals Royalty Company, TMCR, in relation to a finance offering, compensation expenses and royalty purchase at a price exceeding TMC's carrying value per share of its TMCR investment.

Net cash used in operating activities in Q2 2026 amounted to $20.1 million compared to $10.7 million in 2025. The increase in the outflow in Q2 2026 is mainly due to a timing difference as it includes $9 million of tax withholdings remitted to tax authorities for which the cash was received at the very end of March. If tax withholding payments are excluded, cash used in operations would have been just over $11 million, roughly in line with Q2 2025.

Free cash flow for Q2 2026 was negative $20.2 million compared to negative -- excuse me, negative $10.7 million in Q2 2025, also affected by the tax timing point discussed on this slide. Free cash flow is a non-GAAP measure, and I would point you to the non-GAAP reconciliation table included in the appendix of the slide deck.

Finally, on to the balance sheet. Our accounts payable and accrued liabilities balance at June 30, 2026, was $52.1 million and included $40.5 million owed to Allseas for various services provided, $36.1 million of which is due to be settled once the company is in production. We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure commitments for at least the next 12 months from today.

And with that, I will turn it back over to the operator to take some questions.

Operator

[Operator Instructions] And our first question in the queue coming from the line of Heiko Ihle with H.C. Wainwright.

分析師問答

Heiko Ihle

I assume you can hear me okay?

Craig Shesky

Yes, we can, Heiko.

Heiko Ihle

That Master Services Agreement with Mariana Minerals for the processing part in Brownsville. Can you maybe give a bit of color of what exactly has been going on there by now? I mean, I know it's only been, what was that, 3 weeks. But I mean, how much money -- or what's the time line for spending money there, maybe on a quarter-by-quarter or half-year basis, something like that, how you see all this progressing? And maybe what we should use in our model and account for all of that?

Gerard Barron

Well, yes, let me take the first crack at that. While we've only signed the agreement in recent weeks, we've had a relationship with the principal of Mariana going back to 2018 when we met Turner and he worked at Tesla. And when he started Mariana, we were very keen to find a way of working together.

And so essentially, they've been working on this file for probably a year. And so far, it's been an investment on their side, not on our side. Of course, they are backed by some of the best names in Silicon Valley and have recently just raised $310 million. And we think of them as our owners team who will help us address the issues around permitting, address the issues around construction. And eventually, what Mariana would like is to also be operator of -- alongside us with the agreement because they bring a tremendous amount of expertise from the school of Elon. And Turner has assembled an amazing team of 250-plus very smart people.

And so we see them very much working as part of our owners team instead of TMC going to hire 50 or 100 people and eventually hundreds of people, we very much see Mariana working there. Now we are leading -- we are working with another leading engineering firm who've been doing a lot of work with us for the past 10 years.

And that we're entering into a new phase. And what Mariana will do is they'll run a pilot for us, which will basically allow us to test a lot of the flow sheets because if you look at the Mariana proposition, it's very much about software controls. It's very much about automation. It's very much about first principle thinking. And when I think about the mineral processing industry, America said goodbye to it over the last 50 years, right? They were very happy for it to go offshore to the developing world. And of course, at that time, you had countries like China who were going through their industrialization. They had millions of farmers they needed to keep busy. So they were very happy to take on new very manual industries.

But as we think about bringing those industries back to the United States, they're going to come back very different. They're going to come back with the benefit of automation. And of course, AI has been a tremendous assist. The timing of this could not be better because the tools available to us are just outstanding. And 5 years ago, it wouldn't have been the case. And Mariana are at the -- they're at the bleeding edge of this. They're attracting people that would go to Mariana or go to Anthropic or to some of the other LLM companies. And so they really are a partner we're very proud of.

So that's kind of how the relationship will form, and we'll certainly be keeping the market up to date as we progress those relationship -- that relationship into what that will mean from a financial perspective. But at the moment, the focus is very much on how can we get Brownsville up and running most economically in the fastest, short -- fastest time frame possible.

Craig Shesky

And just rather, Heiko, we can't provide any sort of quarter-by-quarter metric or even get into the specifics, but we're talking about a relatively modest initial cost in the single digit -- in mid-single-digit millions over the course of multiple quarters. This is a very useful down payment effectively to progress feasibility work that is going to be a prerequisite for government funding.

Yes, so it's necessary work that when TMC is looking and has been looking even going back a year plus at what our plans are, it's always work that we've contemplated and in our forecast, it is certainly something that we've always included as something that would be necessary to do in advance of that potential government funding. So I can't say much more beyond that other than we believe it is useful work, and we have the confidence that it's going to hopefully lead to a strong outcome.

Heiko Ihle

No, that's a fair answer. A completely different question. Just conceptually, I mean, Metals Royalty Company, I know you can repurchase 75% of this royalty. The way I look at it, these guys are almost more like a partner than a royalty holder. I mean, we cover a number of royalty firms. And oftentimes, there is a bit of like you're our client or -- but this seems to be -- I don't want to say a partnership, but there seems to be very vested interest on both sides. Can you maybe give a bit of color of what might drive you to buy back some of that royalty?

And I assume a good part is obviously financial, but are there any other decision-making processes on your end given the longer-term impacts from all of this? And you presumably want to keep a broad base of stakeholders interested in moving all of this forward?

Gerard Barron

Yes. Look, why don't I take first crack at that, Craig. Firstly, it's proving to be a great business partnership. And Brian Paes-Braga, who leads that company has been a real supporter of our efforts over the last decade. And how we buy it back, of course, is by paying them a royalty because the royalties go towards the buyback.

And so from our perspective, we always envisage that we would buy back the component of the royalty that we could. And of course, we didn't ever want to just sell a royalty to someone. We wanted to sell a royalty where we had an economic interest in that royalty. And of course, we remain a large shareholder of that company. We're very supportive. You've seen the company in the press recently buying the iron ore royalty. And I know they have a very strong pipeline of forward-looking metals. And I'm confident that Brian can build that into a super valuable company, and we'll be a key supporter of him, and it's a super positive relationship. But the buyback will happen naturally. As we pay the royalty, it will chip towards the repurchase price.

Operator

Our next question coming from the line of Tate Sullivan with Maxim Group.

Craig Shesky

Tate, sorry, we can just barely hear you.

Operator

All right. We'll go to the next in queue. Our next question in queue coming from the line of Dmitry Silversteyn with Water Tower Research.

Dmitry Silversteyn

Curious about the Eco Minerals deal and agreement. You talked about contemplating a joint campaign later this year into the CCZ. Would that be to your zone or to Eco zone or which of your zones, I guess?

Gerard Barron

Yes, it will go to both, actually. But on our area, we -- for those that have followed us, you know that there's been a lot of exploration and resource definition work in an area we used to know as NORI-D and we still do. And of course, the USA-A application for a commercial recovery permit still has some areas that we've got a baseline set of data on, but we'd like to move -- get a little bit more because the plan is to move our reserve number up significantly, and that just requires a little bit more survey work.

And of course, some of our resource we've already moved into the measured category, inferred, indicated, measured and now -- and then some of it went into reserve. And we plan to do that with a greater footprint now with greater tonnages. And then while we're out there, providing they get the permission to do so, they'll do a bit of work on -- potentially on some of the ground.

Dmitry Silversteyn

Okay. Okay. Understood. And then just, I guess, getting a little bit more clarification on how the government support or what the government support may look like and when it may come in. You talked about needing to finish some of the feasibility work to -- before you can even consider that. But can you help us understand sort of what the government is potentially looking at underwriting when they look at you? Is it -- is the objective is to kind of support your first production efforts? Or are they looking kind of more strategically as establishing a much larger processing hub for U.S. seabed operations beyond yours or beyond your zone of collection?

Gerard Barron

Yes. Well, we've got to be very delicate in what we say here, Dmitry, that it's well documented that the -- this administration wants to take a leadership role when it comes to deep-sea minerals. And I guess what we highlighted to them is that there's nowhere in the U.S. where you can process these materials. You have to send them to Asia and the Asian options are pretty limited. There's either Japan. And of course, we have a relationship with PAMCO in Japan, or there's Indonesia, but a lot of the Indonesian processing partnerships are either involving Chinese ownership or they operate to a different environmental and safety standard.

So we always said this was the moment to put on the ground some processing capacity in the U.S.A. because there's one reason why China dominates the critical mineral space. It's because they've had the benefit of freely available money from their government. They've been able to go and spend and move at a very rapid pace. Of course, they operate to a different environmental and a different safety standard than we will be forced to. And we certainly know that the environmental thresholds operating in America are some of the toughest anywhere. So I think people can feel very confident about the permitting process in the U.S.A.

So what the U.S.A. administration and the White House did was they bought into that. And so we are continuing discussions with several of those agencies about helping us with that ability to bring nodules to the U.S.A. for processing.

Craig Shesky

Yes. And Dmitry, you categorized it as is it just initial production or is it beyond a couple of points just there. Let's just say, if you're thinking about 3 million tonnes per year, which is the target capacity for the Hidden Gem, that alone if processed domestically, depending on whose model you're looking at, could satisfy somewhere from 1/4 to maybe 1/3 of domestic needs based on current demand for nickel and cobalt.

So even that "initial" production is meaningful. One of the things that would separate a place like Nodule City is the scalability because as you know, having to locate processing and refining capabilities near an ore body is a challenge for land-based mining that ultimately can limit how scalable a resource can be. This is a situation where we are pursuing negotiations on a lease option for an area that can allow that scalability.

So yes, you don't want to bite off more than you can chew. But even starting, let's say, the 3 million tonnes from the Hidden Gem alone is a significant portion of U.S. demand. But that scalability is something that this resource can uniquely offer.

Operator

[Operator Instructions] We have Tate Sullivan from Maxim Group back in the queue.

Tate Sullivan

I hope you can hear me okay. Now Gerard, based on your public information sources, have you seen any or heard any recent announcements from China government about offshore mining activity or announcements from China companies, if you have heard or seen anything, please?

Gerard Barron

Well, nothing I'll cite on this call, but we have seen some of the press publish activity trackers on some of the deep-sea survey vessels and some of the deep-sea mining contractors have been busy in the area. So we know that it remains a priority for them. We know that they are pushing the ISA very hard. And I think it's safe to say they were quite frustrated with the pace of progress being demonstrated down in Kingston, Jamaica. But beyond that, I don't have a lot to share on this call. But I think if you go looking for those media reports on those survey vessels, it was staggering even to us to see just how active [ China ] is in looking for seafloor resources and doing so-called benign survey work.

Tate Sullivan

And shifting to Allseas, and you had a great -- a lot of great updates in your comments, and you've worked with them, Allseas, many years. Do you have an exclusive offshore mining arrangement with Allseas? Or can they work with other companies? Can you remind us on how that arrangement works?

Gerard Barron

Yes. No, it's exclusive. The only time it becomes nonexclusive is if they wanted to offer -- put another system in the water and we declined. Now then they would have the right to go and offer it to someone else. And of course, we want to have lots of systems in the water. So the likelihood that, that would happen is very, very low.

Tate Sullivan

And Craig, you also mentioned that the share award or share agreement with Allseas that settled right at the end of the quarter, so that will be in your Q, just to verify.

Craig Shesky

That's correct. That's correct. That will be included in the share count on the cover of the Q.

Tate Sullivan

Okay. And then going forward, just in terms of the costs related to the vessel construction, do you feel you accrued for all those costs going forward? Or will that be on a quarterly basis, some capital call or some call expenses to Allseas for the construction of the vessel?

Craig Shesky

Well, look, there's been continued work by our partner, Allseas, with respect to project management, engineering, layup. And as a good partner, they've been happy to take some of that payment in shares. But we -- over the last few quarters, you would have seen us continue to accrue for some of those charges. A lot of what we reported as of June 30, approximately half of the total amount at that time owed to Allseas is payable then upon commercial production beginning.

So yes, there will be additional amounts that TMC will continue to expect to pay for the development of the Hidden Gem-based collection system. And we provided some detail on that in our pre-feasibility study last year. But again, as we continue to sharpen our pencils with Allseas, we do expect we will come lower than that expected offshore development number. But no, what we've accrued for is not the totality of what we're expecting to spend preproduction with Allseas. But again, they've continued to be a great partner to work with us and be flexible and also will be funding a large portion of the preproduction development costs.

Tate Sullivan

And last for me on that. Have you shared or can you share where that vessel construction will take place or not disclosed at this time?

Gerard Barron

No, we haven't disclosed it at this time.

Tate Sullivan

Okay. And thank you for updates on when the fabrication is planned for, starting in fourth quarter.

Craig Shesky

Olivia, are there any other questions on the phone line?

Operator

I'm showing no further questions in the Q&A queue at this time.

Craig Shesky

Great. I do see a handful of questions in the web chat, but I think most of them have been answered or things that we've not wanted to comment on further. So Gerard, I might turn it back over to you for some closing comments.

Gerard Barron

Well, firstly, thank you for those people attending today. Special thanks to our shareholders, to our team, to our partners, to our Board who've all been providing great guidance through this important year. So we look forward to keeping you updated as we have exciting developments going forward. I think it's going to be a super run into the end of 2026. Thank you all.

Operator

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.