Executive Summary

Pre-revenue developer reported a significantly wider net loss driven by non-cash revaluations and elevated SBC, while liquidity strengthened post-quarter; no financial guidance issued, operational timeline to first production remains Q4 2027 .
Non-cash drivers dominated the P&L: royalty liability revaluation (+$131m), Tonga warrant costs ($5m), and share-based compensation (core driver of G&A $45.7m vs $8.1m YoY); free cash flow was -$11.5m (non-GAAP) .
Regulatory momentum: NOAA’s proposed consolidated licensing/permitting rule reportedly advanced to White House review; TMC’s U.S. regulatory applications remain in certification with NOAA confirming compliance .
Technology and offtake readiness advanced: bench-scale battery-grade manganese sulfate achieved from nodule-derived feed; Allseas’ Hidden Gem slated to participate in Japan nodule trials (early Jan 2027), with TMC expecting commercial production in Q4 2027 subject to permits .
Stock catalysts: clarity on NOAA’s consolidated rule, EIS milestones and public comment timing, details on Japanese pilot monetization, and additional liquidity from warrant exercises (> $432m potential) could drive sentiment; lack of Street estimates and pre-revenue status heighten sensitivity to policy/permits newsflow .

What Went Well and What Went Wrong

What Went Well

Demonstrated processing capability: “successful conversion of nodule-derived manganese silicate into battery-grade manganese sulfate,” expanding ability to supply PCAM feedstocks (nickel, cobalt, manganese sulfates) .
Regulatory momentum and sector tailwinds: NOAA’s consolidated application rule reportedly sent to the White House; USGS added copper to the U.S. critical minerals list, placing all four TMC metals on the list .
Liquidity improved and no near-term need for equity: management cited approximately $165m in liquidity post quarter and strong potential cash inflows from warrant exercises; “no need anytime soon to tap the public capital markets” .

What Went Wrong

P&L dominated by non-cash charges: royalty liability revaluation (+$131m) and Tonga warrant costs ($5m) materially widened the net loss to $184.5m ($0.46/sh) vs $20.5m ($0.06/sh) YoY .
Expense pressure: G&A rose to $45.7m vs $8.1m YoY, primarily due to SBC from retention grants, RSUs and options; cash used in operations rose to $11.5m vs $5.9m YoY (non-GAAP FCF) .
External delays: U.S. government shutdown slowed NOAA review temporarily, adding uncertainty to application processing cadence (though work has resumed) .

Financial Results

P&L and Operating Metrics

Metric	Q3 2024	Q1 2025	Q2 2025	Q3 2025
Net Loss ($USD Millions)	$20.5	$20.6	$74.3	$184.5
Diluted EPS ($)	$0.06 loss	$0.06 loss	$0.20 loss	$0.46 loss
Exploration & Evaluation Expense ($m)	$11.8	$9.5	$10.5	$9.6
General & Administrative Expense ($m)	$8.1	$8.5	$11.5	$45.7
Free Cash Flow (non-GAAP) ($m)	-$5.9	n/a	n/a	-$11.5

Notes: Free cash flow is non-GAAP; see company reconciliation in materials .

Balance Sheet & Cash Flow

Metric	Q1 2025	Q2 2025	Q3 2025
Cash and Cash Equivalents ($m, period end)	$2.35	$115.76	$115.65
Cash Used in Operations for Quarter ($m)	$9.3	$10.6	$11.5
Royalty Liability ($m, period end)	$14.0	$14.0	$145.0
Warrants Liability ($m, period end)	$1.35	$17.58	$13.73
Accounts Payable & Accrued Liabilities ($m)	$45.25	$47.10	$46.83

Additional KPI: Liquidity post-quarter announced at ~$165m (cash plus undrawn facilities); amount owed to Allseas embedded in A/P at $32.9m (equity-settleable at TMC’s election) .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Commercial production start target	Project timeline	Q4 2027 target (subject to permits)	Q4 2027 target reaffirmed (subject to NOAA permits)	Maintained
U.S. regulatory pathway (NOAA)	2025–2027	Draft consolidated rule proposed (Jul 7) and comment period to Sep 5, 2025	Draft rule reportedly sent to White House (Oct 30); exploration apps in certification; NOAA confirmed compliance	Progressing
Financial guidance (revenue/EPS/margins)	FY/Quarterly	None provided	None provided	—
Liquidity outlook	Near term	Cash $115.8m at 6/30/25	Cash $115.6m at 9/30/25; total liquidity ~$165m post quarter	Maintained/Improved

Earnings Call Themes & Trends

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q3 2025)	Trend
U.S. regulatory process (DSHMRA/NOAA)	Q1: First-ever commercial recovery and exploration applications submitted; EO to expedite permitting . Q2: NOAA notice of full compliance; certification stage expected (~100 days) .	NOAA confirmed full compliance; applications in certification; draft consolidated rule reportedly sent to White House .	Continued momentum
Liquidity & financing	Q1: $37m RDO; total liquidity ~$43.8m . Q2: $85.2m Korea Zinc strategic investment; cash $115.8m .	Liquidity ~$165m; >$432m potential warrant proceeds highlighted .	Strengthened
Processing technology	Q1: PAMCO processed 2,000t pilot batches (NiCuCo alloy, Mn silicate) . Q2: Capital-light strategy reiterated .	Bench-scale battery-grade Mn sulfate achieved from nodule-derived feed .	Advancing
International partnerships	Q2: Strategic investment from Korea Zinc; board additions .	Hidden Gem to support Japanese nodule collection pilot early Jan 2027 .	Expanding
Environmental narrative	Q1: Congressional testimony; science-based approach emphasized . Q2: Sector/regulatory updates .	Company reiterates minimal/manageable impacts at scale based on dataset/models .	Consistent
Critical minerals policy	Q1: U.S. EO to expedite seabed minerals . Q2: NOAA proposed revisions; ISA delays .	USGS added copper to critical list; U.S.–Japan seabed minerals collaboration reported .	Policy tailwinds

Management Commentary

“We continue to feel confident that our U.S. pivot will lead to a commercial recovery permit in 2027… we’re in an excellent liquidity and capital position with approximately $165 million of liquidity today” — Gerard Barron, CEO .
“We successfully produced battery-grade manganese sulfate… [demonstrating] our nodule resource can produce… nickel, cobalt, and now manganese [sulfates] using a conventional hydrometallurgical route” — Craig Shesky, CFO .
“NOAA confirmed… exploration applications were fully compliant… currently in the certification stage… proposed amendments… allow a single application for both an exploration license and a commercial recovery permit” — Gerard Barron .
“Over the life of both projects… revenue of approximately $369 billion, EBITDA in excess of $200 billion… total estimated resource NPV of $23.6 billion” (PFS + Initial Assessment context) — Craig Shesky .

Q&A Highlights

Warrant optionality: Management cited >$432m potential additional proceeds from outstanding warrants (majority at $11.50 strike, expiring Sep 2026), at management’s view of “interesting exercise prices” .
Japan pilot economics: Hidden Gem support for Japanese nodule trials will not be pro bono; Allseas will have a direct contract and TMC expects to benefit financially .
Permitting sequence: Even if exploration license precedes the commercial recovery permit sequentially, management believes the Q4 2027 production start remains achievable; consolidated process could accelerate both .

Estimates Context

S&P Global consensus: No consensus EPS or revenue estimates were available for Q1–Q3 2025 in our pull, limiting beat/miss analysis for the quarter; TMC remains pre-revenue with no financial guidance provided .
Implication: With no Street anchor points, shares remain highly sensitive to policy/regulatory milestones, offtake/partner announcements, and liquidity developments .

Key Takeaways for Investors

The quarter’s P&L was largely optical: non-cash revaluation (+$131m royalty liability), warrant/other items, and SBC drove the loss; operating spend remains primarily E&E and G&A as the company advances towards permitting and commercialization .
Liquidity improved and potential warrant exercises create significant optionality (> $432m), reducing near-term financing risk; management reiterated no need to tap public markets “anytime soon” .
Regulatory path continues to firm up: NOAA compliance confirmed, certification underway, and a consolidated rule reportedly elevated to White House review; look for EIS/public comment milestones next .
Technical de-risking: bench-scale battery-grade Mn sulfate adds to Ni/Co sulfates, broadening PCAM feedstock capabilities and offtake optionality; Hidden Gem’s Japan engagement in early 2027 should add operational data and potential revenue .
Timeline intact: First production target remains Q4 2027, contingent on permits; sector policy tailwinds (USGS adding copper to critical list; U.S.–Japan seabed cooperation) support the narrative .
Trading setup: In absence of estimates and revenues, the stock is a catalyst vehicle—NOAA rule finalization/EIS progress, offtake/strategic partnerships, and warrant exercise updates are the likely triggers .
Watch costs/SBC: G&A spike (SBC) and non-cash P&L volatility can obscure underlying cash runway; track operating cash use and equity-settleable payables to Allseas ($32.9m) for dilution/structure risk assessment .

TMC the metals Co Inc. (TMC)·Q3 2025 Earnings Summary