Allseas Group S.A. - Jul 24, 2023 Form 4 Insider Report for TMC the metals Co Inc. (TMC)

Role: 10%+ Owner
Signature: /s/ Edward Heerema, President and authorized signatory of Allseas Group S.A.
Stock symbol: TMC
Transactions as of: Jul 24, 2023
Transactions value $: $115,786
Form type: 4
Date filed: 8/15/2023, 05:16 PM
Previous filing: Mar 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMC	Common Shares	Exercise of in-the-money or at-the-money derivative security	$116K	+11.6M	+34.51%	$0.01^*	45.1M	Jul 24, 2023	Direct	F1
transaction	TMC	Common Shares	Purchase		+4.15M	+9.2%		49.3M	Aug 1, 2023	Direct	F1, F2
transaction	TMC	Common Shares	Purchase		+3.5M	+7.1%		52.8M	Aug 14, 2023	Direct	F1, F3
holding	TMC	Common Shares						1M	Jul 24, 2023	Direct	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TMC	Allseas Warrant (right to buy)	Exercise of in-the-money or at-the-money derivative security	$0	-11.6M	-100%	$0.00^*	0	Jul 24, 2023	Common Shares	11.6M	$0.01	Direct
transaction	TMC	Class A Warrants (right to buy)	Purchase		+3.5M			3.5M	Aug 14, 2023	Common Shares	1.75M	$3.00	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are owned by Allseas Group S.A. ("Allseas"). Mr. Edward Heerema, the Administrateur President of Allseas, has sole authority over Allseas. Mr. Heerema, Allseas Investments S.A., ("Allseas Investments"), the majority parent of Allseas, Argentum Cedit Virtuti GCV ("ACV"), the parent of Allseas Investments, and Stichting Administratiekantoor Aequa Lance Foundation, the parent of ACV, may be deemed to have beneficial ownership of the shares owned by Allseas. Each of Mr. Heerema, Allseas Investments, ACV and Stichting Administratiekantoor Aequa Lance Foundation disclaims beneficial ownership over any securities directly held by Allseas, except to the extent of his or its respective pecuniary interest therein.
F2	The issuer and Allseas entered into an Exclusive Vessel Use Agreement pursuant to which Allseas allocates the vessel Hidden Gem exclusively in support of the development of the Project Zero Offshore System until the system is completed on December 31, 2026, whichever is earlier. In consideration of the exclusivity term, the issuer will issue to Allseas these securities.
F3	On August 14, 2023, Allseas acquired 3,500,000 shares of TMC Common Shares and accompanying Class A Warrants to purchase 1,750,000 shares of TMC Common Shares for a total purchase price of $7 million.
F4	These securities are owned by ACV. Mr. Heerema may be deemed to have voting and investment power over the shares owned by ACV. Mr. Heerema disclaims beneficial ownership over any securities directly held by ACV, except to the extent of his pecuniary interest therein.