Steel Company Announces Direct Underwritten Offering of $17.5 Million of Common Shares and Class B Warrants

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NEW YORK, Nov. 14, 2024 (GLOBE NEWSWIRE) — TMC hardware company Inc. (Nasdaq: TMC) (“TMC” or the “Company”), an explorer of low-impact battery metals from offshore polymetallic nodules, today announced that it has entered into an agreement to purchase securities with certain new and existing institutional investors for a capital purchase. 17,500,000 ordinary shares of the Company (“Shares”), without par value (“Common Shares”), and warrants corresponding to Class B (“Class B Warrants” and a collection of Class B Shares and Warrants, the “Securities”) to purchase up to 8,750,000 Ordinary Shares in the offering direct registered. Each Common Share and the accompanying Class B Warrant to purchase 0.5 Common Shares are sold at a price of US$1.00. The Class B Warrants will be exercisable immediately upon issuance at a price of $2.00 per share, will expire five years from issuance, contain customary anti-dilution protections and the Company may repurchase the Class B Warrants for $0.0001 per Common Share under the class. Guarantees if the volume averaged per share of Common Shares on each trading day for a 30-consecutive trading period exceeds $5.00.

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The net proceeds to the Company of the offering are expected to be approximately US$17.5 million, before deducting financial advisors’ fees and other service costs paid by the Company and excluding any proceeds received by the Company from the exercise of the Class B Warrants. Closing of the offering is expected to occur on November 22, 2024 or before it. The Company intends to use the net proceeds of the offering for working capital and general corporate purposes.

AGP/Alliance Global Partners acted as placement agent for the offering, while Cantor Fitzgerald & Co. and EAS Advisors, through Odeon Capital Group, LLC, are acting as financial advisors to the Company.

The securities are being offered by the Company pursuant to an effective shelf registration statement previously filed with the US Securities and Exchange Commission (“SEC”) on November 30, 2023 and declared effective by the SEC on December 8, 2023 (Reg. No. 333-275822). The offering is made only through a written prospectus and a prospectus supplement that is part of the registration statement. A prospectus supplement dated November 14, 2024 relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from AGP/Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at – prospectus@ allianceg.com.

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This press release will not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or place where such offer, solicitation or sale would be lawful prior to registration. or qualifications under the securities laws of any state or jurisdiction.

About the Steel Company

The Metals Company is an explorer of low-impact battery metals from seafloor polymetallic nodules, with a dual mission: (1) to provide metals for the world’s energy transition with potential negative impact on the planet and people and (2) trace, recover and recycle the metals provided by the Company to help build composites of steel that cannot be used forever. The company and its subsidiaries have exploration and commercial rights in three polymetallic nodule contract areas in the Clarion Clipperton Zone of the Pacific Ocean controlled by the International Seabed Authority and funded by the governments of Nauru, Kiribati and the Kingdom of Tonga.

Forward-Looking Statements

This press release contains “forward-looking” statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believe,” “may,” “expect,” “potential,” “plans,” “potential ,” “potential,” “will” and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements about whether the Company will offer and issue securities and the terms of the offering, the amount of money expected to be issued from the offering and the expected use of proceeds from the offering. a donation. The Company may not actually achieve the plans, objectives or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events may differ materially from the plans, objectives and expectations disclosed in these forward-looking statements due to various factors, including, among other things: risks related to the need to satisfy regulatory and legal requirements regarding the offering. , risks related to the Company’s ability to satisfy certain conditions to close the offering included in the securities purchase agreement on time or at all times, and related to the market and other conditions and other risk factors described in the section entitled “Risk Factors” in the prospectus supplement and the Company’s Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (SEC), any of those risks could have material consequences. differ from those contained in the forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as required by law. otherwise.

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