DeepGreen Metals Inc. executed a non-binding letter of intent to acquire Sustainable Opportunities Acquisition Corp. (NYSE:SOAC) ("SOAC") from a group of shareholders for approximately $2 billion in a reverse merger transaction on January 26, 2021. DeepGreen Metals Inc. entered into a definitive business combination agreement to acquire Sustainable Opportunities Acquisition Corp. from a group of shareholders in a reverse merger transaction on March 4, 2021. Pursuant to the agreement, the shareholders and option holders of DeepGreen will receive shares in the capital of SOAC or comparable equity awards that are settled or are exercisable for shares in the capital of SOAC based on an implied equity value of $2.25 billion after giving effect to the SOAC continuance, 5 million class A special shares, 10 million class B special shares, 10 million class C special shares, 20 million class D special shares, 20 million class E special shares, 20 million class F special shares, 25 million class G special shares and 25 million class H special shares, in each case, in the capital of SOAC. Concurrently, SOAC entered into subscription agreements with certain institutional and accredited investors, pursuant to which SOAC will issue and sell an aggregate of 33.03 million shares of SOAC at $10 per share for aggregate proceeds of $330.3 million (PIPE Financing). DeepGreen investors have committed to roll 100% of their equity and they anchored $50 million of the PIPE. In related transactions, SOAC and DeepGreen have also entered into transaction support agreements and sponsor letter agreement. Upon closing, the combined company will operate as The Metals Company and is expected to be listed under the ticker TMC. The combined entity will be renamed “TMC the metals company Inc.” at the closing of the business combination. As of August 27, 2021, SOAC announced that it intends to voluntarily delist all of SOAC's securities from The New York Stock Exchange upon the consummation of the transaction and list its post-business combination securities on the Nasdaq.

Upon completion, the combined company will be led by Gerard Barron and Scott Leonard will join the board of The Metals Company. It will be led by Gerard Barron as Chairman and Chief Executive Officer, with Craig Shesky assuming the role of Chief Financial Officer. The transaction closing is subjected to effectiveness of the registration statement, approval of SOAC's shareholders, approval of the DeepGreen's shareholders and option holders, receipt of a final Canadian court order, receipt of approval or deemed approval by the applicable minister under Part IV of the Investment Canada Act (if required), approval by NYSE of SOAC's initial listing, SOAC having at least $5,000,001 of net tangible assets, aggregate cash proceeds from SOAC's trust account together with the proceeds from the PIPE Financing equaling no less than $250 million, execution of registration rights agreement and certain closing conditions. The transaction has been unanimously approved by board of directors of both SOAC and DeepGreen passed a special resolution approving the transaction at the DeepGreen securityholders meeting, held on June 22, 2021. SOAC's will hold a meeting on September 3, 2021 to approve the transaction. As on September 3, 2021, the shareholders of Sustainable Opportunities Acquisition approved the transaction. The transaction is expected to close under second quarter of 2021. As of June 9, 2021, the transaction is expected to close in July 2021. As of June 29, 2021, the transaction is expected to close in the third quarter of 2021. As of August 27, 2021, the transaction is expected to close on September 7, 2021.

Doug Bacon, Ryan Brissette, Peter Seligson, Julian J. Seiguer, Bryan D. Flannery, James Long, Anthony Speier, Lindsey M. Jaquillard and Christopher Atmar of Kirkland & Ellis LLP acted as legal advisers to SOAC. Warren Katz and Karine Bilodeau of Stikeman Elliott LLP acted as legal advisor to SOAC. Citigroup Inc. acted as financial advisor to SOAC. Michael Fantozzi, Ran Zioni and Jeffrey Schultz of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to DeepGreen. Jay A. Lefton of Fasken Martineau DuMoulin LLP acted as legal advisor to DeepGreen. Nomura Greentech Capital Advisors, LLC acted as financial advisor to DeepGreen. Morrow & Co., LLC acted as the information agent to SOAC. Continental Stock Transfer & Trust Company acted as the transfer agent to SOAC. Morrow & Co. will receive a fee of $35,000 for its services. Stifel Financial Corp. provided a fairness opinion to DeepGreen Metals Inc., the predecesor of TMC the metals company Inc., in the business combination agreement with Sustainable Opportunities Acquisition Corporation announced on March 4, 2021.

DeepGreen Metals Inc. completed the acquisition of Sustainable Opportunities Acquisition Corp. (NYSE:SOAC) from a group of shareholders in a reverse merger transaction on September 9, 2021. The combined company will operate as TMC the metals company Inc. and its common shares and warrants are expected to begin trading on the Nasdaq Global Select Market under the new ticker symbols “TMC” and “TMCWW” respectively as of September 10, 2021. 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. DeepGreen's senior management team continues to lead TMC, including Gerard Barron as Chairman and Chief Executive Officer, Tony O'Sullivan as Chief Development Officer, Craig Shesky as Chief Financial Officer, Greg Stone as Chief Ocean Scientist and Erika Ilves as Chief Strategy Officer.