- Extraordinary general meeting of Sustainable Opportunities
Acquisition Corp. ("SOAC") shareholders to approve the proposed
business combination with DeepGreen Metals Inc. to be held on
September 3rd, 2021 at 10:30 a.m. Central Time
- SOAC’s Board of Directors recommends shareholders vote "FOR"
all of the proposals at the Extraordinary General Meeting
- Shareholders as of the close of business on the record date of
June 21, 2021 are encouraged to vote FOR the business combination
and the other proposals at the Extraordinary General Meeting on or
before September 3rd, 2021
- For assistance voting your shares, please contact Morrow Sodali
LLC, SOAC’s proxy solicitor, at (800) 662-5200 (toll-free for
stockholders) or (203) 658-9400 (for banks and brokers)
For more information, SOAC’s shareholders are
encouraged to carefully read the entire registration statement and
definitive proxy statement/prospectus filed in connection with the
proposed business combination.
Sustainable Opportunities Acquisition Corp. (NYSE: SOAC)
(“SOAC”) today announced that it filed a definitive proxy
statement/prospectus (the "Proxy Statement/Prospectus") with the
U.S. Securities and Exchange Commission (the "SEC") on August 13,
2021, relating to its previously announced proposed business
combination (the “Business Combination”) with DeepGreen Metals Inc.
(“DeepGreen”), a deep-sea minerals exploration company focused on
the collection, processing and refining of polymetallic nodules
found on the seafloor of the Clarion Clipperton Zone of the Pacific
Ocean (the “CCZ”).
SOAC has commenced mailing of the Proxy Statement/Prospectus,
which contains a notice and voting instruction form or a proxy card
relating to the extraordinary general meeting of SOAC’s
shareholders (the "Extraordinary General Meeting") to SOAC
shareholders of record as of the close of business on the record
date of June 21, 2021. SOAC will hold an Extraordinary General
Meeting on Friday, September 3, 2021, at 10:30 a.m. Central Time
to, among other things, allow its shareholders to vote to approve
the proposed Business Combination with DeepGreen. The Extraordinary
General Meeting will be completely virtual and conducted via live
webcast at https://www.cstproxy.com/soac/sm2021.
SOAC encourages shareholders to vote by submitting their proxies
as soon as possible, and by no later than 11:59 PM Eastern Time on
September 2nd, 2021, after carefully reading the Proxy
Statement/Prospectus, to ensure that the shareholder's shares will
be represented at the Extraordinary General Meeting. Proxies may be
submitted by phone, Internet or mail. Additional instructions may
be found in the Proxy Statement/Prospectus and on the proxy
card.
SOAC’s Board of Directors recommends that shareholders vote
"FOR" the Business Combination with DeepGreen and all other
proposals at the Extraordinary General Meeting. Shareholders should
contact their broker, bank or nominee to ensure that their shares
are voted. For assistance voting your shares, please contact Morrow
Sodali LLC, SOAC’s proxy solicitor, at (800) 662-5200 (toll-free
for stockholders) or (203) 658-9400 (for banks and brokers).
If the proposals at the Extraordinary General Meeting are
approved, the parties anticipate that the Business Combination will
close shortly thereafter, subject to the satisfaction or waiver (as
applicable) of all other closing conditions. Upon closing, the
parties anticipate that the newly combined company will operate as
TMC The Metals Company and trade on the Nasdaq Global Select Market
(NASDAQ) under the symbol “TMC.”
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 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. For more information, visit greenspac.com.
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 SOAC’s Annual Report on Form 10-K, as amended, 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.
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 and a
definitive proxy statement/prospectus. SOAC’s shareholders and
other interested persons are advised to read 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. The definitive proxy
statement/prospectus and other relevant materials for the proposed
Business Combination were mailed to shareholders of SOAC as of June
21, 2021, the record date established for voting on the proposed
Business Combination and the other proposals at the Extraordinary
General Meeting. Shareholders will also be able to obtain copies of
the definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, 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 are included in the
definitive proxy statement/prospectus for the proposed Business
Combination and are available at www.sec.gov.
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 are included in the definitive proxy
statement/prospectus for the proposed Business Combination.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210813005403/en/
Investor Contacts: DeepGreen/The Metals Company Media
media@metals.co
Investors investors@metals.co cody@gatewayir.com
Sustainable Opportunities Acquisition Corporation Media Jackie
Tilden | +1 (214) 914 7652 | jackie.tilden@soa-corp.com
Investors Cody Slach, Tom Colton, Georg Venturatos | Gateway
Group | +1 (949) 574-3860 | SOAC@gatewayir.com
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