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
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005914/en/
The Metals Company (formerly DeepGreen) Media
media@metals.co Chelsea Lauber | Antenna Group |
tmc@antennagroup.com Investors investors@metals.co
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