- 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
VANCOUVER, British Columbia–(BUSINESS WIRE)–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.”
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.