Boardroom Alpha
10-K primary document
TMC · Annual Report (Form 10-K) · Filed March 31, 2026

Tmc The Metals Co Inc10-K exhibit

tmc-20251231xex3d1.htm

Exhibit 3.1

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

Graphic

Mailing Address:

Location:

PO Box 9431 Stn Prov Govt

2nd Floor - 940 Blanshard Street

Victoria BC V8W 9V3

Victoria BC

www.corporateonline.gov.bc.ca

1 877 526-1526

CERTIFIED COPY

Of a Document filed with the Province of
British Columbia Registrar of Companies

Notice of Articles

Graphic

BUSINESS CORPORATIONS ACT

KERRY TAYLOR

This Notice of Articles was issued by the Registrar on:   January 2, 2026 08:03 AM Pacific Time

Incorporation Number:         BC1570443

Recognition Date and Time:   January 1, 2026 12:01 AM Pacific Time as a result of an Amalgamation

NOTICE OF ARTICLES

Name of Company:

TMC THE METALS COMPANY INC.

REGISTERED OFFICE INFORMATION

Mailing Address:

Delivery Address:

15TH FLOOR, 1111 WEST HASTINGS ST.

15TH FLOOR, 1111 WEST HASTINGS ST.

VANCOUVER BC V6E 2J3

VANCOUVER BC V6E 2J3

CANADA

CANADA

RECORDS OFFICE INFORMATION

Mailing Address:

Delivery Address:

15TH FLOOR, 1111 WEST HASTINGS ST.

15TH FLOOR, 1111 WEST HASTINGS ST.

VANCOUVER BC V6E 2J3

VANCOUVER BC V6E 2J3

CANADA

CANADA

Page: 1 of 5


DIRECTOR INFORMATION

Last Name, First Name, Middle Name:

Hall, Andrew

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Barron, Gerard

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Greig, Andrew

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Karkar, Andrei

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Khama, Sheila

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Hess, Michael B.

Mailing Address:

Delivery Address:

[***]

[***]

Page: 2 of 5


Last Name, First Name, Middle Name:

Jurvetson, Steve

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Spiro, Alex

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

May, Brendan

Mailing Address:

Delivery Address:

[***]

[***]

Last Name, First Name, Middle Name:

Madsbjerg, Christian

Mailing Address:

Delivery Address:

[***]

[***]

AUTHORIZED SHARE STRUCTURE

1.    No Maximum

Common Shares

Without Par Value

With Special Rights or

Restrictions attached

2.    No Maximum

Preferred Shares

Without Par Value

With Special Rights or

Restrictions attached

3.    5,000,000

Class A Special Shares

Without Par Value

With Special Rights or

Restrictions attached

Page: 3 of 5


4.    10,000,000

Class B Special Shares

Without Par Value

With Special Rights or

Restrictions attached

5.    10,000,000

Class C Special Shares

Without Par Value

With Special Rights or

Restrictions attached

6.    20,000,000

Class D Special Shares

Without Par Value

With Special Rights or

Restrictions attached

7.    20,000,000

Class E Special Shares

Without Par Value

With Special Rights or

Restrictions attached

8.    20,000,000

Class F Special Shares

Without Par Value

With Special Rights or

Restrictions attached

9.    25,000,000

Class G Special Shares

Without Par Value

With Special Rights or

Restrictions attached

10.    25,000,000

Class H Special Shares

Without Par Value

With Special Rights or

Restrictions attached

Page: 4 of 5


11.    500,000

Class I Special Shares

Without Par Value

With Special Rights or

Restrictions attached

12.    741,000

Class J Special Shares

Without Par Value

With Special Rights or

Restrictions attached

Page: 5 of 5


Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.

Full disclaimer