Loan Agreement, dated May 27, 2024, by and between TMC the metals company Inc. and Argentum Cedit Virtuti GCV

Argentum Cedit Virtuti GCV a company incorporated in Switzerland, whose registered address is at Wiegstraat 21, B-2000 Antwerpen, Belgium (the “Lender”); and

TMC THE METALS COMPANY INC, a company organized under the laws of British Columbia, Canada with registered number BC0901047 and registered address at 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5, Canada (the “Borrower”).

The Lender agrees, in accordance with the terms and conditions of this Agreement, to make available to the Borrower a loan in the amount of USD 2,000,000 (the “Loan”) upon the date of this Agreement.

The Loan will take priority over loans granted to Borrower by Alexei Karkar and Gerard Barron, separately.

The Borrower unconditionally promises to pay to the Lender the Loan and accrued interest on or before the earlier of (i) the day which is within 48 hours of closing the [***] capital raise; or (ii) if the closing of the capital raise does not occur latest by 10 September 2024, at such date.

The loan will accrue 8% interest for its duration.

The Loan shall be transferred to the following Borrower’s bank account:

Any payments by Borrower to Lender under this Agreement shall be transferred to the following Lender’s bank account:

The governing law of the Agreement shall be the laws of England and Wales. All disputes arising in connection with the Agreement shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Rotterdam, the Netherlands.The arbitration proceedings shall be held exclusively in the English language. Should documents be in languages other than English, the Party producing the documents shall procure, at its own expense, a certified translation thereof.