- Combined company will be renamed “TMC The Metals Company Inc.”
and will be led by Gerard Barron as Chairman and Chief Executive
Officer, with Craig Shesky as Chief Financial Officer
- Board nominees advance Combined Company’s plans to become the
world’s largest developer of EV battery metals
- Director nominees bring diverse and strong experience in clean
energy and resource projects, sustainability, finance and public
policy at a time of growth for the company
In connection with the proposed business combination announced
on March 4, 2021 of DeepGreen Metals Inc. and Sustainable
Opportunities Acquisition Corporation (NYSE: SOAC), the combined
entity will be renamed “TMC the metals company Inc.” (the Combined
Company) at the closing of the business combination and will be led
by Gerard Barron as Chairman and CEO, with Craig Shesky assuming
the role of Chief Financial Officer.
Following the completion of the transaction, expected to close
in July 2021, the Combined Company (The Metals Company) is expected
to begin trading on the Nasdaq Global Select Market under the
ticker symbol TMC.
Director Designees Bring Diversity and Experience to the
Board at Key Transitional Period
The Board of The Metals Company is expected to be comprised of
nine directors including Gerard Barron, current CEO of DeepGreen,
and Scott Leonard, current CEO of SOAC. The following Directors
were selected with the intention of bringing critical skill sets
and diversity to the Board of the Combined Company.
Andrew Hall is the nominated Lead Director and has
decades of financial and operational experience in renewable energy
technologies and services. He has held several senior executive
roles within Siemens AG, most recently as Group CFO of Siemens
Gamesa Renewable Energy SA, Spain and Executive Director and CFO of
Siemens Wind Power & Renewable Energy Division. Mr. Hall is a
Board Member and advisor to a private equity firm and Windhoist, a
leading wind turbine installation contractor, in addition to
serving as a non-executive independent director of Hero Future
Energy Global Limited, a global developer and renewable energy
Independent Power Producer.
Sheila Khama is a consultant and a non-executive director
of Tullow Oil plc, a FTSE 250 company. Ms. Khama is the former CEO
of De Beers Botswana and non-executive director of the world’s
diamond producer Debswana Diamond Company. She worked as a
minerals, oil and gas policy advisor at the World Bank and the
African Development Bank. Ms Khama advises the United Nations
Office for Project Services in Copenhagen, the United Nations
Sustainable Development Solutions Networks on Good Governance of
Extractives, and the Columbia Center on Sustainable Investment at
Columbia University. She brings more than 20 years of
experience.
Dr. Riva Krut has over thirty years of experience in
establishing and leading sustainable development strategy and
innovating in the areas of environmental management, human rights,
and community engagement. Most recently, she served as VP and Chief
Sustainability Officer of Linde plc., a leading industrial gases
and engineering company with 2019 sales of $28 billion. An industry
expert on ESG and corporate sustainability, Dr. Krut currently
serves as a member of the Sustainability Accounting Standards Board
(SASB) Standards Advisory Group and is the past chair of the Global
Reporting Initiative’s Due Process Oversight Committee. Dr. Krut is
expected to join the Board on September 1, 2021.
Eric Branderiz has over 25 years of experience in
accounting, finance and operations. He is currently Executive Vice
President and Chief Financial Officer at Enphase Energy, where he
is globally responsible for finance, accounting, planning,
corporate development, investor relations, treasury, tax, and
legal. Previously, Mr. Branderiz was a Vice President, Corporate
Controller and Chief Accounting Officer at Tesla, and a Senior Vice
President, Corporate Controller, and Chief Accounting Officer at
SunPower Corporation.
Andrei Karkar is a global investor with deep experience
engaging in a range of strategic investment activities. He
currently serves as Chief Executive Officer of ERAS Holdings, the
Karkar Family Office with its origins in Karkar Electronics founded
in 1959. Mr. Karkar is a Board Member of CognitionX, an artificial
intelligence platform, as well as Shepherd OÜ, an Oracle solution
for industrial Maintenance Management. He previously served as a
Director of DeepGreen Metals Inc.
Christian Madsbjerg is a Professor of Applied Humanities
at The New School and Founder and Senior Partner at Red Associates.
He has worked as an innovation consultant to some of the world’s
biggest consumer and automotive brands for over two decades. Mr.
Madsbjerg currently serves as a non-executive member on the Board
of Directors of BIG-Bjarke Ingels Group, Fritz Hansen, and the U.S.
Board of Kvadrat. He previously served as an observer on the Board
of Directors of DeepGreen Metals Inc.
Scott Leonard has deep experience leading large scale,
successful company transformations and a track record of driving
strong shareholder returns. He is currently the CEO and Board
Member of SOAC (the SPAC merging to form The Metals Company) and
has served as a CEO, CFO, President, and Board Director of public
and private equity-backed companies. Previously, he was CEO of
GenOn Mid-Atlantic and CFO and CRO of GenOn Energy Inc. Mr. Leonard
has also served as SVP, Commercial Operations at Hewlett Packard
Enterprise, Deputy Executive Director at TxDOT, and SVP, Finance at
TXU.
Chief Financial Officer Brings Extensive Experience in
Finance and Metals Markets
Craig Shesky, who assumes the CFO role, previously served as
head of financial markets and investor relations at DeepGreen
Metals Inc. and played an integral role in securing capital through
the private investment in public equity (PIPE) process as part of
the entry into the business combination agreement with SOAC. Mr.
Shesky has over 15 years of experience in public investing, metals
research and investment banking. He spent over a decade at King
Street Capital Management, where he focused on complex
process-driven credit investments as well as credit and equity
investments in the global metals and mining industry.
“Craig’s financial acumen and capital markets experience
combined with his deep knowledge of metals markets and battery
supply-chain challenges make him the perfect leader to bring The
Metals Company to the public markets,” said Gerard Barron, Chairman
and CEO.
“As we work to commence production of this massive resource, we
will remain intensely focused on maximizing return on equity
through a disciplined financial decision-making process and
continued reliance on world class partnerships. Together with the
extensive experience of our new Board of Directors, several of whom
have excelled in public financial roles within pioneering companies
in green technologies, including electric vehicles and offshore
wind, we are pursuing the complementary goals of accelerating the
energy transition with the lightest possible planetary touch, while
striving to maximize returns for our shareholders.”
About DeepGreen
DeepGreen Metals Inc. is a Canadian explorer of lower-impact
battery metals from seafloor polymetallic nodules on a mission to
build a carefully managed metal commons that will be used,
recovered and reused — for generations to come. The company through
its subsidiaries holds exploration and commercial rights to three
polymetallic nodule contract areas in the Clarion Clipperton Zone
of the Pacific Ocean regulated by the International Seabed
Authority and sponsored by the governments of Nauru, Kiribati and
the Kingdom of Tonga. In March, DeepGreen Metals Inc. announced
that it had entered into a business combination agreement with
Sustainable Opportunities Acquisition Corporation (SOAC) to
accelerate project development, and is expected to list on NASDAQ
under the ticker ‘TMC’. For more information, visit
https://metals.co/.
About Sustainable Opportunities Acquisition
Corporation
Sustainable Opportunities Acquisition Corporation a special
purpose acquisition company with a dedicated ESG focus and deep
operational and capital market capabilities in the energy and
resource sectors. While investing in ESG covers a broad range of
themes, the Company focused on evaluating suitable targets with
existing environmental sustainability practices or that could
benefit, both operationally and economically, from the founders’
and management team’s commitment and expertise in executing such
practices. In March, SOAC announced that it would merge with
DeepGreen Metals Inc. to form TMC the metals company Inc. For more
information, visit greenspac.com.
Important Information About the Proposed Business Combination
and Where to Find It
This communication is being made in respect of a proposed
business combination transaction contemplated by the business
combination agreement (the “Business Combination Agreement”), dated
as of March 4, 2021, by and among Sustainable Opportunities
Acquisition Corp. (“SOAC”), 1291924 B.C. Unlimited Liability
Company, an unlimited liability company existing under the laws of
British Columbia, Canada, and DeepGreen Metals Inc., a company
existing under the laws of British Columbia, Canada (the “Company”
or “DeepGreen”) and other concurrent agreements related thereto
(together, the “Business Combination”). In connection with the
proposed Business Combination, SOAC has filed with the U.S.
Securities and Exchange Commission’s (“SEC”) a Registration
Statement on Form S-4, including a preliminary proxy
statement/prospectus. SOAC’s shareholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus and, when available, any amendments thereto
and the definitive proxy statement/prospectus as well as other
documents filed with the SEC in connection with the proposed
Business Combination, as these materials will contain important
information about DeepGreen, SOAC, and the proposed Business
Combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
Business Combination will be mailed to shareholders of SOAC as of a
record date to be established for voting on the proposed Business
Combination. Shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC’s website at www.sec.gov, or by directing a
request to: Investors@soa-corp.com.
Participants in the Solicitation
SOAC and its directors and executive officers may be deemed
participants in the solicitation of proxies from SOAC’s
shareholders with respect to the Business Combination. A list
of the names of those directors and executive officers and a
description of their interests in SOAC will be included in the
proxy statement/prospectus for the proposed Business Combination
and be available at www.sec.gov. Additional information regarding
the interests of such participants will be contained in the proxy
statement/prospectus for the proposed Business Combination when
available.
DeepGreen and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the shareholders of SOAC in connection with the proposed Business
Combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed Business Combination will be included in the proxy
statement/prospectus for the proposed Business Combination.
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, SOAC and
DeepGreen’s expectations with respect to future performance,
development of its estimated resources of battery metals, the
appointment of certain officers and directors to the Board of
Directors, potential regulatory approvals, and anticipated
financial impacts and other effects of the proposed Business
Combination, the satisfaction of the closing conditions to the
proposed Business Combination, the timing of the completion of the
proposed Business Combination, and the size and potential growth of
current or future markets for the combined company’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
SOAC’s and DeepGreen’s control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Business Combination Agreement; the outcome of any legal
proceedings that may be instituted against SOAC and DeepGreen
following the announcement of the Business Combination Agreement
and the transactions contemplated therein; the inability to
complete the proposed Business Combination, including due to
failure to obtain approval of the shareholders of SOAC or DeepGreen
respectively, certain regulatory approvals, or satisfy other
conditions to closing in the Business Combination Agreement; the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Business Combination Agreement
or could otherwise cause the transaction to fail to close; the
impact of COVID-19 on DeepGreen’s business and/or the ability of
the parties to complete the proposed Business Combination; the
inability to obtain or maintain the listing of the combined
company’s shares Nasdaq following the proposed Business
Combination; the risk that the proposed Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed Business Combination;
the ability to recognize the anticipated benefits of the proposed
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; 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 final prospectus of SOAC for its initial public
offering and the proxy statement/prospectus relating to the
proposed Business Combination, including those under “Risk Factors”
therein, and in SOAC’s other filings with the SEC. SOAC and
DeepGreen caution that the foregoing list of factors is not
exclusive. SOAC and DeepGreen caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. SOAC and DeepGreen do 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210609005318/en/
Media
Rory Usher | TMC the metals company Inc.| rory@metals.co Chelsea
Lauber | Antenna Group | tmc@antennagroup.com
Investors
investors@metals.co
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