Sec Form 4 Filing - Karkar Andrei @ TMC the metals Co Inc. - 2022-08-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Karkar Andrei 2. Issuer Name and Ticker or Trading Symbol TMC the metals Co Inc. [ TMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TMC THE METALS COMPANY INC.,, 595 HOWE STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2022 (Street) VANCOUVER, A1V6C 2T5 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 08/12/2022 P 6,250,000( 1 ) A $ 0.8 51,955,976 I Eras Capital LLC( 2 ) Common Shares 76,059 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karkar Andrei C/O TMC THE METALS COMPANY INC., 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1V6C 2T5 X X ERAS Capital LLC C/O TMC THE METALS COMPANY INC., 595 HOWE STREET, 10TH FLOOR VANCOUVER, A1V6C 2T5 X Signatures /s/ Jeffrey Cohan, Attorney-in-Fact 08/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common shares issuable to ERAS Capital LLC ("ERAS"), pursuant to a securities purchase agreement, dated as of August 12, 2022, with the Issuer, a copy of which was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2022, at a closing to be held pursuant to such securities purchase agreement this quarter. ( 2 )The securities are held directly by ERAS. Andrei Karkar is the managing member of ERAS and shares voting and dispositive power over and may be deemed to beneficially own such securities held by ERAS. Andrei Karkar disclaims beneficial ownership over any securities owned by ERAS other than to the extent of any pecuniary interest he may have therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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