Business combination approved by SOAC shareholders and completed
- $137.5 million of gross cash proceeds to The Metals Company
- The Metals Company sets its focus on environmental impact assessment, technology pilots, production permitting, and continued discussions with global strategic companies to help move the world’s largest estimated source of battery metals into production
- The Metals Company’s common shares expected to begin trading on the Nasdaq Global Select Market under symbol “TMC” on September 10, 2021
NEW YORK–(BUSINESS WIRE)–DeepGreen Metals, Inc., an explorer of lower-impact battery metals from seafloor polymetallic nodules, and Sustainable Opportunities Acquisition Corporation (SOAC), a special purpose acquisition company with a dedicated ESG focus, announced today that they completed their previously announced business combination to create TMC the metals company Inc. (“The Metals Company” or “TMC”).
SOAC shareholders approved the transaction at an extraordinary general meeting held on September 3, 2021 and the transaction was completed on September 9, 2021. The combined company will operate as The Metals Company and its common shares and warrants will begin trading on the Nasdaq Global Select Market under the new ticker symbols “TMC” and “TMCWW”, respectively, on September 10, 2021.
Gerard Barron, Chairman and CEO of The Metals Company, said: “Public listing and access to public capital markets is an important milestone in our mission to solve the raw materials challenges of the clean energy transition. I want to give a heartfelt welcome to our new investors who participated in this transaction and thank our existing partners and investors who continue to support our important mission and our evolution from DeepGreen to The Metals Company.”
“If you read the latest reports from the Intergovernmental Panel on Climate Change and the International Energy Agency, it’s clear that the transition to clean energy simply cannot happen at scale and on the schedule needed to keep global warming at bay without urgent, large-scale investment in the upstream production of critical metals. We believe we have a solution that is more scalable, secure, lower cost and lower impact than mining these minerals on land: We can produce battery metals from high-grade polymetallic nodules found on the seafloor in the international waters of the Clarion-Clipperton Zone. The transaction with SOAC provides us with the funding to move the project through the prefeasibility phase. With these funds, we expect to be able to complete pilot nodule collection trials in 2022, complete our environmental impact studies by 2023, and lodge our application to move from exploration phase to exploitation phase in the third quarter of 2023. SOAC’s support of our mission has been instrumental, and we look forward to our ongoing partnership with their team.”
Scott Leonard, former CEO and Director of SOAC and now a Director of TMC, commented: “The bedrock of TMC’s competitive advantage is its estimated resource—namely the size and quality of the resource secured and explored by The Metals Company over the last decade. Combine this resource advantage with the company’s commitment to responsible operations — including comprehensive lifecycle and environmental impact assessments, responsible nodule collection system design, zero solid-waste nodule processing technology and a mission-driven, agile management team — and we believe you have a company that is well-positioned to emerge as a critical metals player in the EV supply chain. Since announcing the transaction on March 4, 2021, TMC and its partners have made material progress, including successfully executing four offshore environmental campaigns, advancing the build of the pilot nodule collection system, completing the calcining pilot plant program, and securing several strategic leadership hires and directors. Importantly, the International Seabed Authority committed to completing exploitation regulations by July 2023 following the recent action by the government of Nauru, NORI’s Sponsoring State. We are excited to see the company access new capital and amplify its voice through the public markets.”
Transaction Overview
In connection with the closing of the transaction, The Metals Company expects to receive approximately $137.5 million in cash prior to transaction fees, including $27.2 million of proceeds distributed from the SOAC trust account after accounting for redemptions and $110.3 million of proceeds from PIPE investors in the private placement. In connection with the initial announcement of the transaction in March 2021 and then entry into a Business Combination Agreement (BCA) with DeepGreen, SOAC entered into subscription agreements with a number of strategic and institutional investors including long-time partner to DeepGreen Metals Inc., Allseas, for a $330 million private placement of SOAC Class A ordinary shares; however, only $110.3 million of proceeds from the private placement were received as of the closing date of September 9, 2021. TMC intends to seek to enforce the funding obligations of the two non-performing investors under the subscription agreements, but there can be no assurances that it will be successful in those efforts. The BCA’s condition to closing that the Aggregate Transaction Proceeds (as defined in the BCA) shall be equal to or greater than $250 million was waived by DeepGreen.
DeepGreen’s senior management team continues to lead The Metals Company, including Gerard Barron (Chairman and CEO), Tony O’Sullivan (Chief Development Officer), Craig Shesky (CFO), Dr. Greg Stone (Chief Ocean Scientist) and Erika Ilves (Chief Strategy Officer).
TMC’s Board of Directors is comprised of eight members, seven of whom are “independent directors” as defined in the Nasdaq listing standards. The Board of Directors brings diverse and strong experience in clean energy and resource projects, sustainability, finance and public policy to the company:
- Gerard Barron, Executive Chairman & CEO
- Andrew Hall, Lead Independent Director
- Scott Leonard, Audit Committee Chair
- Sheila Khama, Sustainability & Innovation Committee Chair, member of the Nominating & Governance and Compensation Committees
- Gina Stryker, member of the Audit and Compensation Committees
- Christian Madsbjerg, Nominating & Governance Committee Chair, member of the Sustainability & Innovation Committee
- Andrei Karkar, Compensation Committee Chair, member of Nominating & Governance Committee
- Amelia Kinahoi Siamomua, member of the Sustainability & Innovation Committee.
The Metals Company has been invited to present at the 10th Annual Gateway Conference, which is being held virtually on September 8-9, 2021. TMC management is scheduled to present on Thursday, September 9th at 4:00 p.m. Eastern time. The presentation will be webcast live and available for replay here.
To receive additional information or request an invitation, please email conference@gatewayir.com.
Advisors
Citi served as exclusive financial advisor and capital markets advisor to SOAC. Citigroup Global Markets Inc., Nomura Securities International, Inc. and Fearnley Securities Inc. served as placement agents on the PIPE offering. Kirkland & Ellis LLP and Stikeman Elliott LLP served as legal advisors to SOAC. Nomura Greentech served as exclusive financial advisor to DeepGreen. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Fasken Martineau DuMoulin LLP served as legal advisors to DeepGreen. Mayer Brown acted as legal counsel to the placement agents.
About The Metals Company
TMC the metals company Inc. is an explorer of lower impact battery metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for the clean energy transition with the least possible environmental and social impact and (2) accelerate the transition to a circular metal economy. TMC through its subsidiaries holds exploration and commercial rights to three contract areas which host an estimated 1.6 billion tonnes (wet) of polymetallic nodules containing high grade nickel, copper, cobalt and manganese, in the Clarion Clipperton Zone of the Pacific Ocean regulated by the International Seabed Authority and sponsored by the governments of Nauru (NORI), Kiribati (Marawa) and the Kingdom of Tonga (TOML). More information is available at www.metals.co.
Forward Looking Statements
Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, without limitation, TMC’s expectations with respect to future performance, development of its estimated resources of battery metals, potential regulatory approvals, and anticipated financial impacts and other effects of the Business Combination, its ability to enforce the obligations of non-performing investors under subscription agreements entered into with SOAC, and the size and potential growth of current or future markets for TMC’s supply of battery metals. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside TMC’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the inability to maintain the listing of TMC’s shares on Nasdaq following the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the commercial and technical feasibility of seafloor polymetallic nodule mining and processing; the supply and demand for battery metals; the future prices of battery metals; the timing and content of ISA’s exploitation regulations that will create the legal and technical framework for exploitation of polymetallic nodules in the Clarion Clipperton Zone; government regulation of deep seabed mining operations and changes in mining laws and regulations; environmental risks; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital; cash flow provided by operating activities; TMC’s ability to raise financing in the future; unanticipated reclamation expenses; claims and limitations on insurance coverage; the uncertainty in mineral resource estimates; the uncertainty in geological, hydrological, metallurgical and geotechnical studies and opinions; infrastructure risks; and dependence on key management personnel and executive officers; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the Business Combination, including those under “Risk Factors” therein, and in other filings with the SEC. TMC cautions that the foregoing list of factors is not exclusive. TMC cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. TMC does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Contacts
The Metals Company (formerly DeepGreen)
Media
media@metals.co
Chelsea Lauber | Antenna Group | tmc@antennagroup.com
Investors
investors@metals.co
