Transaction Expected to Close in the Third
Quarter of 2021
DeepGreen Metals Inc. (“DeepGreen”) today announced that
DeepGreen’s securityholders passed a special resolution approving
the Plan of Arrangement related to the previously-announced
business combination (the “business combination”) with Sustainable
Opportunities Acquisition Corp. (“SOAC”). At the DeepGreen
securityholders meeting, held on June 22, 2021, the special
resolution approving the Plan of Arrangement was unanimously
approved, with 90.4% of the outstanding shares and 98.7% of the
outstanding options represented in person or by proxy. No DeepGreen
securityholders voted against the resolutions.
The closing of the business combination remains subject to
approval by SOAC’s shareholders (NYSE: SOAC) and the satisfaction
of other customary closing conditions, and is expected to occur in
the third quarter of 2021. Following the completion of the business
combination, the combined entity will be renamed “TMC the metals
company Inc.” (“The Metals Company” or “TMC”) and is expected to
begin trading on the Nasdaq Global Select Market under the ticker
symbol “TMC”.
“I want to thank all of our shareholders for their longstanding
support. We are thrilled about what we have accomplished together
so far, and we look forward to working with SOAC to shape the
future supply chain for EV battery metals,” said Gerard Barron,
Chairman and CEO of DeepGreen. “The vote of our securityholders is
a critical step towards listing The Metals Company and ensuring TMC
has the resources to achieve its goal of becoming the world’s
largest producer of EV battery metals through a responsible
approach with the lowest lifecycle ESG impact and low production
cost.”
Subsequent to the Meeting, the British Columbia Supreme Court
approved the Plan of Arrangement contemplated in the Business
Combination Agreement between SOAC and DeepGreen, and determined
that the Arrangement was fair and reasonable to the securityholders
of DeepGreen.
“Today’s announcement is a significant milestone in the merger,
and I want to thank DeepGreen shareholders for their overwhelming
vote of confidence,” said Scott Leonard, CEO of SOAC. “Together,
after the approval of the SOAC shareholders of the business
combination and the closing of the transaction, The Metals Company
will have the capital required to realize its vision of bringing
better metals to the market and begin meeting the demand for
critical battery materials.”
About DeepGreen
DeepGreen Metals Inc. is a Canadian 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 negative environmental and social impact and (2)
accelerate the transition to a circular metal economy. 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 2021, DeepGreen announced that it
had entered into a business combination agreement with Sustainable
Opportunities Acquisition Corporation (SOAC) to accelerate project
development and become a publicly traded company on NASDAQ as ‘The
Metals Company’. More information is available at deep.green.
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 SOAC, 1291924 B.C. Unlimited
Liability Company, an unlimited liability company existing under
the laws of British Columbia, Canada, and 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
definitive 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 definitive
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, 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 and
DeepGreen, 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 on NYSE or 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005729/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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