Letter Agreement, dated March 24, 2025, by and among the Company, Allseas Investments SA and Argentum Cedit Virtuti GCV
Exhibit 10.41
March 24, 2025
E.P. Heerema Director
Allseas Investments SA
Route de Pra de Plan 18 1618 Châtel-St-Denis Switzerland
Chatel-St-Denis, Switzerland
E.P. Heerema Zaakvoerder
Argentum Cedit Virtuti NV
Wiegstraat 21 2000 Antwerp Belgium
Antwerp, Belgium
Re: Cancellation of Credit Facility and Extension of Working Capital Loan Agreement
Dear Mr. Heerema,
This letter agreement (this "Agreement") sets forth the mutual understanding and agreement between TMC the metals company Inc. ("TMC"), Allseas Investments S.A. ("Allseas"), and Argentum Cedit Virtuti NV ("Argentum") regarding (i) the cancellation of the unsecured credit facility, which was originally established pursuant to the Unsecured Credit Facility Agreement, dated March 22, 2023, as amended on July 31, 2023, and March 22, 2024 (the "Credit Facility"), and (ii) the extension of the existing working capital loan, which was established pursuant to the Working Capital Loan Agreement dated September 9, 2024, as amended on October 18, 2024 (the "Loan Agreement").
1. | Cancellation of Credit Facility |
TMC and Argentum hereby confirm that the credit facility is cancelled in its entirety. Each party acknowledges that no amounts are outstanding under the Credit Facility and that that no further rights or obligations shall arise under or in connection with it, except for TMC’s obligation to pay Argentum the Underutilization Fee, as calculated in accordance with the Credit Facility.
2. | Extension of Loan Agreement |
In consideration of the mutual undertakings herein, the parties agree that the Repayment Date of the Loan under the Loan Agreement shall be extended to September 30, 2025. The parties further agree that principal and interest on the Loan will be repayable at the Repayment Date (i.e., September 30, 2025). All other terms and conditions of the Loan Agreement shall remain in full force and effect.
3. | General Provisions |
3.1. | This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. |
3.2. | This Agreement shall be governed by and construed in accordance with the laws of England, and the parties submit to the exclusive jurisdiction of the English courts. |
3.3. | This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means shall be deemed effective as an original. |
Please confirm your agreement to the foregoing by executing this Agreement where indicated below. Sincerely,
TMC THE METALS COMPANY INC.
By: | /s/ Gerard Barron | |
| | |
Name: | Gerard Barron | |
Title: | Chief Executive Officer | |
AGREED AND ACCEPTED: ALLSEAS INVESTMENTS SA
By: | /s/ E.P. Heerema | |
| | |
Name: | E.P. Heerema | |
Title: | Director | |
ARGENTUM CEDIT VIRTUTI NV
By: | /s/ E.P. Heerema | |
| | |
Name: | E.P. Heerema | |
Title: | Zaakvoerder | |
| | |
Date: March 24, 2025 | | |
