Exhibit 4.1


 


COMMON SHARE CERTIFICATE


 


	
    NUMBER
	SHARES


 


TMC
the metals company Inc.


INCORPORATED UNDER THE BUSINESS CORPORATIONS
ACT (BRITISH COLUMBIA)


COMMON SHARES


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP 87261Y 106


 


This Certifies that _____________________________is the registered
owner of___________________________


 


FULLY
PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF TMC the metals company Inc.


 


subject to the Company’s notice of articles
and articles, as the same may be amended from time to time, and transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. THERE ARE SPECIAL RIGHTS OR RESTRICTIONS ATTACHED TO THESE SHARES AND A
COPY OF THE FULL TEXT THEREOF IS OBTAINABLE FROM THE REGISTERED OFFICE OF THE COMPANY ON DEMAND AND WITHOUT CHARGE.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar.


 


In witness whereof the Company has caused this
Certificate to be signed by its duly authorized officers.


 


	Dated:	 


 


	 	 	 
	
    Chief Executive Officer

     

    Countersigned and Registered

    Transfer Agent and Registrar

    

    
	 	Chief Financial Officer


Authorized Officer




 






     


     


    

 


TMC the
metals company Inc.


 


This certificate and the shares represented thereby
are issued and shall be held subject to all the provisions of the Company’s notice of articles and articles, as the same may be
amended from time to time, to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
    TEN COM
	—	as tenants in common	UNIF GIFT MIN ACT	—	 	Custodian	 



 


	 	 	 	 	 	(Cust)	 	(Minor)
	TEN ENT	—	as tenants by the entireties	 	 	
     

    under Uniform Gifts to Minors

    Act

	 	 	 	 	 	(State)
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 


 


Additional abbreviations may also be used though not in the above list.


 


For value received, ____________________________________ hereby sells,
assigns and transfers unto


 


 





 



(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 


 





 



(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


____________________Shares represented by the
within Certificate, and does hereby irrevocably constitute and appoint __________________________________________ Attorney to transfer
the said shares on the books of the within named Company with full power of substitution in the premises.


	
     

    Dated:

    _______________________________________
	 	
    

 

    

    _______________________________

    Shareholder

     

	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	
    Signature(s) Guaranteed:

     

    By

    
	 
	 	 


 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.
RULE 17Ad-15 OR ANY SUCCESSOR RULE).